Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Staffing Group, Ltd. | ||
Entity Central Index Key | 1,561,622 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,479,569 | ||
Trading Symbol | TSGL | ||
Entity Common Stock, Shares Outstanding | 1,202,436 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | ||
Prepaid expenses and other current assets | $ 120,548 | |
Current assets from discontinued operations | $ 1,090,862 | 1,664,121 |
Total Current Assets | 1,784,669 | |
Non-current assets from discontinued operations | $ 36,081 | 51,229 |
TOTAL ASSETS | 0 | 1,835,898 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses - related parties | 55,815 | $ 6,384 |
Convertible notes payable - related party, including accrued interest of $1,408 and $0, net of debt discount of $77,143 and $0, respectively. | 4,265 | |
Notes payable - related party | 107,000 | $ 107,000 |
Convertible promissory note derivative liability- related party | 178,959 | 0 |
Current liabilities from discontinued operations | 1,307,478 | 1,814,599 |
Total Current Liabilities | $ 346,039 | 1,927,983 |
Due to stockholders | 8,609 | |
Non-current liabilities from discontinued operations | 737,408 | |
TOTAL LIABILITIES | $ 346,039 | $ 2,674,000 |
Commitments and contingencies (Note 13) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, no par value: 5,000,000 shares authorized 5 shares of Preferred Stock, par value $0.001, designated as Series A Preferred Stock, 1 and 0 shares issued and outstanding as of December 31, 2015 and 2014, respectively; 60 shares of Preferred Stock, par value $0.001, designated as Series B Preferred Stock, no shares issued and outstanding as of December 31, 2015 and 2014, respectively | $ 0 | $ 0 |
Common stock par value $0.001: 150,000,000 shares authorized; 602,436 and 744,400 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 602 | 744 |
Additional paid-in capital | 2,434,749 | 1,670,180 |
Accumulated deficit | (2,781,390) | (2,509,026) |
TOTAL STOCKHOLDERS' DEFICIT | (346,039) | (838,102) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 1,835,898 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares, issued | 602,436 | 744,400 |
Common stock, shares outstanding | 602,436 | 744,400 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5 | 5 |
Preferred stock, shares issued | 1 | 0 |
Preferred stock, shares outstanding | 1 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 60 | 60 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
REVENUES | ||
Selling, general and administrative expenses | $ 326,514 | $ 563,645 |
TOTAL SELLING, GENERAL AND ADMINISTRATIVE | 326,514 | 563,645 |
(LOSS) FROM OPERATIONS | (326,514) | (563,645) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (4,265) | (6,385) |
Other (expense) income | (50,000) | $ (21,980) |
Change in fair value of derivative liabilities | (98,959) | |
TOTAL OTHER EXPENSE | (153,224) | $ (28,365) |
(LOSS) FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | $ (479,738) | $ (592,010) |
(Provision) benefit for income taxes | ||
LOSS FROM CONTINUING OPERATIONS | $ (479,738) | $ (592,010) |
INCOME FROM DISCONTINUED OPERATIONS (including income taxes of $0 and $31,513 for 2015 and 2014, respectively) (Note 4) | 207,374 | 81,178 |
NET Loss | $ (272,364) | $ (510,832) |
BASIC AND DILUTED NET (LOSS) PER COMMON SHARE FROM CONTINUING OPERATIONS | $ (0.64) | $ (0.82) |
BASIC NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS | 0.28 | 0.11 |
BASIC AND DILUTED NET (LOSS) PER COMMON SHARE | (0.36) | (0.71) |
DILUTED NET INCOME PER COMMON SHARE FROM DISCONTINUED OPERATIONS | $ 0.23 | $ 0.11 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||
Basic | 747,798 | 720,932 |
Diluted | $ 899,761 | $ 720,932 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Income Taxes, Discontinued Operations | $ 0 | $ 31,513 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit | Total |
Balance at Dec. 31, 2013 | $ 600 | $ 778,324 | $ (1,998,194) | ||
Balance (in shares) at Dec. 31, 2013 | 600,036 | ||||
Shares issued in connection with reverse capitalization | $ 102 | 153,898 | $ 154,000 | ||
Shares issued in connection with reverse capitalization (in shares) | 102,000 | ||||
Stock issued for cash | $ 16 | 149,984 | 150,000 | ||
Stock issued for cash (in shares) | 16,000 | ||||
Shares issued as cost of private placement (in shares) | 533 | ||||
Stock issued for prepaid consulting fees | $ 20 | 499,980 | 500,000 | ||
Stock issued for prepaid consulting fees (in shares) | 20,000 | ||||
Stock issued for conversion of debt | $ 6 | 65,994 | 66,000 | ||
Stock issued for conversion of debt (in shares) | 5,867 | ||||
Inducement expense related to conversion of debt | 22,000 | 22,000 | |||
Net loss | (510,832) | (510,832) | |||
Balance at Dec. 31, 2014 | $ 744 | 1,670,180 | $ (2,509,026) | (838,102) | |
Balance (in shares) at Dec. 31, 2014 | 744,436 | ||||
Series A Preferred Stock issued | 2 | ||||
Stock issued for cash | $ 40 | 79,960 | 80,000 | ||
Stock issued for cash (in shares) | 40,000 | ||||
Series A Preferred Stock issued in conjunction with convertible note payable (in shares) | 1 | ||||
Cancellation of Series A Preferred Stock and Common Stock in split-off transaction | $ (182) | 684,609 | 684,427 | ||
Cancellation of Series A Preferred Stock and Common Stock in split-off transaction (in shares) | (2) | (182,000) | |||
Stock issued for prepaid consulting fees | $ 27 | 2,700 | 0 | ||
Stock issued for prepaid consulting fees (in shares) | 26,668 | ||||
Net loss | $ (272,364) | (272,364) | |||
Balance at Dec. 31, 2015 | $ 602 | $ 2,434,749 | $ (2,781,390) | $ (346,039) | |
Balance (in shares) at Dec. 31, 2015 | 1 | 602,436 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (272,364) | $ (510,832) |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Amortization of deferred financing costs | $ 4,265 | |
Inducement expense related to debt conversion | $ 22,000 | |
Change in fair value of derivative liabilities | $ 98,959 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 120,548 | $ 389,452 |
Accounts payable and accrued expenses | 49,431 | 5,822 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ 839 | (93,558) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash received from merger | $ 150,000 | |
Cash used for split-off of subsidiary, EmployUS, Ltd. | $ (25,710) | |
Net cash provided by discontinued operations | 272,062 | $ 97,182 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 246,352 | $ 247,182 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 80,000 | |
Repayment to stockholders | $ (8,609) | |
Proceeds from notes payable | $ 157,000 | |
Principal payments towards notes payable | (50,000) | |
Proceeds from sale of common stock | $ 80,000 | 150,000 |
Net cash by (provided) discontinued operations | (398,582) | (410,624) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | $ (247,191) | $ (153,624) |
Net increase (decrease) in cash and cash equivalents | ||
Cash and cash equivalents, beginning of year | ||
Cash and cash equivalents, end of year | ||
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for taxes | $ 165 | |
Cash paid for interest | ||
NON-CASH ACTIVITIES | ||
Prepaids and other current assets received in connection with reverse merger | $ 4,000 | |
Common stock issued for prepaid consulting services | 500,000 | |
Common stock issued in conversion of convertible notes payable and accrued interest | $ 66,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | Note 1 - Description of Business EmployUS, LLC (EmployUS) a Delaware Limited Liability Company, was formed on September 30, 2010 having a perpetual existence and was a full service turnkey staffing company. Initially established to respond to the relief and recovery of the major oil spill in the Gulf of Mexico, EmployUS, was expanded to provide services on most major construction, chemical, and maritime projects in the Southeast United States. From its single initial project four years ago, EmployUS, grewto nine offices in three states, with more than 300 customers and that provided employment to over 4,500 individuals as of December 31, 2015. Effective July 1, 2013, EmployUS, changed its corporate status from a limited liability company to a C corporation and its state of registration from Delaware to Nevada. As a result of these changes, the new name of EmployUS became EmployUS, Ltd. (EmployUS, Ltd.). On January 22, 2014, The Staffing Group, Ltd. (the Company) entered into a Share Exchange Agreement (the Exchange Agreement) with EmployUS, Ltd., all of the stockholders of EmployUS, Ltd. (the EmployUS, Ltd. Shareholders), and the Companys controlling stockholders. The Exchange Agreement closed on February 14, 2014. Pursuant to the terms and conditions of the final, fully executed Exchange Agreement and upon the consummation of the closing, the Company issued an aggregate of 263,076 to the shareholders of EmployUS Ltd in exchange for the transfer of the EmployUS, Ltd. common stock. Additionally, three of the Companys stockholders agreed to cancel an aggregate of 263,076 of the Companys common stock. Following the Exchange Agreement, there are 702,000 shares of the Companys common stock issued and outstanding, which include 263,076 shares held by the former stockholders of EmployUS, Ltd. and 121,000 shares held by Brian McLoone, EmployUS Ltd.s Chief Operating Officer but not a stockholder of EmployUS Ltd. prior to the merger. As a result, EmployUS, Ltd. pre-merger stockholders, including Brian McLoone, hold approximately 54.72% of the Companys issued and outstanding shares of common stock and the former stockholders of the Company hold approximately 45.28%. Upon closing of the Exchange Agreement, EmployUS, Ltd. became a wholly owned subsidiary of the Company. The Company ceased its prior operations and became engaged in the business of EmployUS, Ltd. As the Company was formerly a shell company, no pro forma disclosures were required. The Exchange Agreement was accounted for as a reverse merger and recapitalization and EmployUS, Ltd. was deemed to be the acquirer in the reverse merger for accounting purposes and the Company was deemed the legal acquirer. The Company therefore, take on EmployUS, Ltd.s operating history. On November 13, 2015, the Board of Directors approved the issuance of two (2) shares of Series A Preferred Stock to each of its current, at that time, directors, Brian McLoone and Brent Callais. On December 18, 2015, the Board approved the issuance of one (1) share of Series A Preferred Stock to Labor Smart, Inc., a 18.45% shareholder of common stock, in conjunction with the issuance of a convertible promissory note dated December 18, 2015. The fair value of Series A Preferred Stock was determined to be $0 per share as the holders do not have the right to receive dividends or distributions, the holders do not have the right to receive asset upon any liquidation of the Company and the Company may redeem Series A Preferred Stock for no consideration. On December 22, 2015, the Company entered into a Licensing Agreement with Labor Smart, Inc. whereby Labor Smart, Inc. has granted the Company an exclusive license to use their trademarked name in connection with general advertising materials, point of sale displays and other promotional materials. As consideration for the use of the trademarked name, the Company agreed to pay to Labor Smart, Inc. a one-time fee of $5,000 for each newly opened branch location that is opened under the name of Labor Smart, Inc. On December 28, 2015, the Company incorporated a subsidiary, Staff Fund I, LLC, a Nevada Limited Liability Company. On December 31, 2015, the Company entered into a Stock Purchase Agreement (SPA) with Pour Les Enfant, LLC, a Louisiana limited liability company (Pour Les Enfant). Pursuant to the SPA, the Company, as sole shareholder of EmployUS, Ltd. completed the split-off by transferring to Pour Les Enfant all outstanding shares and tangible assets of EmployUS, Ltd. (the split-off transaction). In consideration thereof, Pour Les Enfant assumes all liabilities of EmployUS, Ltd. associated with monies owed to the Internal Revenue Service for late payroll taxes; and all corporate, personal, and validity guarantees associated the Crestmark Bank Loan and Security Agreement. Pursuant to the SPA, Brent Callais and Brian McLoone, directors, executives and controlling shareholders of the Company, each agree to transfer to the Company 91,000 shares of the Companys common stock and one share of the Companys preferred stock, for immediate cancellation. As a result of the cancellation of the two (2) preferred shares by Brent Callais and Brian McLoone, there was a change in control of the Company as Labor Smart, Inc. holds the one (1) remaining outstanding preferred share of the Company. The financial results of EmployUS, Ltd. qualifies for reporting as a discontinued operations. A substantial portion of the Companys 2014 financial statements have been reclassified to conform to the reporting of discontinued operations adopted in the current year. See Note 4. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 - Summary of Significant Accounting Policies Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for annual financial statements and with Form 10-K and article 8 of the Regulation S-X of the United States Securities and Exchange Commission (SEC). As a result of the split-off of EmployUs, Ltd. the consolidated balance sheets as of December 31, 2015 and 2014 and the related consolidated statements of operations and cash flows present the results and accounts of EmployUs, Ltd. as discontinued operations. All prior periods presented in the consolidated statements of operations and consolidated statement of cash flows discussed herein have been restated to conform to such presentation. See Note 4. Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions are eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but may not be limited to, accounts receivable allowances, evaluation of impairment of long lived assets, valuation allowance for deferred tax assets and valuation of derivative liabilities. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Revenue Recognition Contract staffing service revenues are recognized when services are rendered. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 605 Revenue Recognition, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) services have been rendered. Cost of Contract Staffing Services The cost of contract staffing services includes the wages, related payroll taxes, and employee benefits of the Companys employees while they work on contract assignments for the period in which the related revenue is recognized. Cash and Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of December 31, 2015 and 2014, the Company did not have any cash equivalents. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Computer and office equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of improvements useful life or initial lease term Long-Lived Assets On a periodic basis, management assesses whether there are any indicators that the value of the Companys long-lived assets may be impaired. An assets value may be impaired only if managements estimate of the aggregate future cash flows, on an undiscounted basis, to be generated by the asset are less than the carrying value of the asset. If impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. The Companys estimates of aggregate future cash flows expected to be generated by each long-lived asset are based on a number of assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict and are subject to future events that may alter managements assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. No impairment was identified during the years ended December 31, 2015 and 2014. Fair Value Measurement 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. The three levels of the fair value hierarchy are described below: 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). Convertible promissory note derivative liability related party is measured at fair value on a recurring basis using Level 3 inputs. The carrying amounts reported in the Companys consolidated financial statements for accounts receivable, prepaid expenses, accounts payable, accrued expenses, and payroll liabilities approximate their fair value because of the immediate or short-term nature of these consolidated financial instruments. The carrying amounts reported in the consolidated balance sheet for its line of credit and convertible notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. Advertising The Company charges advertising costs to expense as incurred. Advertising costs were $11,614 and $10,094 for the years ended December 31, 2015 and 2014, respectively. Concentration of Credit Risk For the years ended December 31, 2015 and 2014, two customers accounted for 0% and one customer accounted for 41% of the Companys net revenue, respectively. One customer accounts receivable was 0% and 29% of the Companys total accounts receivable as of December 31, 2015 and 2014, respectively. The Company did not have any other customers that exceeded 10% of either revenue or accounts receivable in either 2015 or 2014. Accounts Receivable The Company extends credit to its customers based on an evaluation of the customers financial condition and ability to pay the Company in accordance with the payment terms. An allowance for doubtful accounts is recorded as a charge to bad debt expense where collection is considered doubtful due to credit issues. This allowance reflects managements estimate of the potential losses inherent in the accounts receivable balance, based on historical loss statistics and known factors impacting its customers. The nature of the contract service business, where companies are dependent on employees for their production cycle, generally results in a nominal provision for doubtful accounts. Based on managements review of accounts receivable, an allowance for doubtful accounts of $0 and $53,368 was considered necessary. The Company charges uncollectible accounts against the allowance once the invoices are deemed unlikely to be collectible. The Company does not accrue interest on past due receivables. Net (Loss) Income per Common Share Net (loss) income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the year ended December 31, 2015, the Company had potentially 151,963 dilutive shares of common stock related to convertible notes payable as determined using the if-converted method and no potentially dilutive securities for the year ended December 31, 2014. Convertible Promissory Notes i) 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. ii) 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 a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of convertible debt. 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. iii) Derivative Financial Instruments 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. 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 promissory 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 consolidated financial statements. Income Taxes For the period prior to July 1, 2013, the Company was not subject to Federal and State income taxes, as it was a limited liability company. Each member was responsible for the tax liability, if any, related to its proportionate share of the Companys taxable income. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements through June 30, 2013. The Company had concluded that it was a pass-through entity through June 30, 2013 and a taxable entity thereafter. Effective July 1, 2013, the Company changed its corporate status from a limited liability company to a C corporation and its state of registration from Delaware to Nevada. The Company is subject to file tax returns in the states of Louisiana, Alabama and Mississippi. Generally, federal, state and local authorities may examine the Companys tax returns for three years from the date of filing and the current and prior three years remain subject to examination as of December 31, 2015. There were no uncertain tax positions that would require recognition in the financial statements through December 31, 2015. The Companys conclusions regarding uncertain tax positions may be subject to review and adjustment as a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Recent Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements and Property, Plant and Equipment. ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The adoption of this standard did not have a material impact on the Companys financial statements. In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2018 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. Early application is only permitted as of January 1, 2017. The Company has not yet determined the effect of the adoption of this standard. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Liquidity And Capital Resources [Abstract] | |
GOING CONCERN | Note 3 Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2015, the Company had a stockholders deficit of $346,039 and the Company had working capital deficit of $346,039. For the year ended December 31, 2015 and 2014, the Company had a net losses of of $272,364 and $510,832, respectively. The Companys stockholders deficiency is primarily due to, among other reasons, interest expense and change in fair value of derivative liabilities, due to the issuance of convertible notes payable. The Companys principal sources of liquidity include cash from operations and proceeds from debt and equity financings. As of December 31, 2015, the Company had a minimal amount of cash. The Company completed a split-off transaction on December 31, 2015 by which all of the assets of the Company were disposed of. In addition, the Company has not generated any significant revenues from its continuing operations, incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. The Company does not expect significant funding from its controlling shareholder, Labor Smart Inc. The Company is funding its operations primarily through the sale of equity, convertible notes payable and shareholder loans. In the event the Company experiences liquidity and capital resources constraints because of greater than anticipated sales growth or acquisition needs, the Company may need to raise additional capital in the form of equity and/or debt financing including refinancing its current debt. Issuances of additional shares will result in dilution to its existing shareholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund any potential acquisition needs or increased growth. If such additional capital is not available on terms acceptable to the Company, or at all, then the Company may need to curtail its operations and/or take additional measures to conserve and manage its liquidity and capital resources, any of which would have a material adverse effect on its business, results of operations and financial condition. The ability to successfully resolve these factors raise substantial doubt about the Companys ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months. |
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Finance Costs [Abstract] | |
STOCK PURCHASE AGREEMENT | Note 4 Stock Purchase Agreement On December 31, 2015, Company entered into a Stock Purchase Agreement (SPA) with Pour Les Enfant, LLC, a Louisiana limited liability company (Pour Les Enfant). Pursuant to the SPA, the Company, as sole shareholder of EmployUS, Ltd. completed the split-off by transferring to Pour Les Enfant all outstanding shares and tangible assets of EmployUS, Ltd.. In consideration thereof, Pour Les Enfant assumes all liabilities of EmployUS, Ltd. associated with monies owed to the Internal Revenue Service for late payroll taxes; and all corporate, personal, and validity guarantees associated the Crestmark Bank Loan and Security Agreement. Pursuant to the SPA, Brent Callais and Brian McLoone, directors, executives and controlling shareholders of the Company, each agree to transfer to the Company 91,000 shares of the Companys common stock and one share of the Companys preferred stock, for immediate cancellation. The split-off of EmployUS, Ltd. to the controlling shareholders is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of EmployUS, Ltd. is recognized as a capital transaction with no gain and loss recorded. EmployUS, Ltd., as a subsidiary, was determined to be a component of Company and disposed of by other than sale. The financial results of EmployUS, Ltd. qualifies for reporting as a discontinued operations. Certain 2014 financial statement amounts have been reclassified to conform to the reporting of discontinued operations adopted in the current year. The following table summarizes the results from discontinued operations: For the Year Ended December 31 2015 2014 NET REVENUES Contract staffing services $ 13,657,933 $ 20,700,657 COST OF SERVICES 11,125,247 17,564,351 GROSS PROFIT 2,532,686 3,136,306 SELLING, GENERAL AND ADMINISTRATIVE 2,156,504 2,843,042 INCOME FROM OPERATIONS 376,182 293,264 OTHER EXPENSE (168,808 ) (180,573 ) INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES 207,374 112,691 (Provision) benefit for income taxes - (31,513 ) NET INCOME OF EMPLOYUS, LTD. $ 207,374 $ 81,178 The following table summarizes the assets and liabilities of discontinued operations: December 31 December 31, 2015 2014 ASSETS CURRENT ASSETS Cash and cash equivalents $ 25,710 $ 4,216 Accounts receivable, net 1,034,360 1,621,861 Prepaid expenses and other current assets 30,792 38,044 Total Current Assets 1,090,862 1,664,121 Property and equipment, net 13,351 22,174 Security deposits 22,730 29,055 36,081 51,229 TOTAL ASSETS $ 1,126,943 $ 1,715,350 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 184,043 $ 252,368 Line of credit 828,518 1,364,543 Current portion of payroll related liabilities 294,917 197,688 Total Current Liabilities 1,307,478 1,814,599 Long term portion of payroll related liabilities - 273,730 Due to stockholders 503,892 463,678 TOTAL LIABILITIES 1,811,370 2,552,007 CARRYING VALUE OF EMPLOYUS, LTD. $ (684,427 ) $ (836,657 ) Line of Credit , The Company entered into an account purchase agreement with Crestmark Bank (Crestmark) to provide working capital financing. The account purchase agreement allows Crestmark to advance the Company funds on eligible accounts receivable at its sole discretion. The term of the facility is three years with an interest rate equal to the Prime Rate plus 5.75% per annum (6% floor), and a facility fee equal to 1% of the maximum loan amount. The line is secured by collateral consisting of all of the Companys assets and is also personally guaranteed by Brent Callais, a director of the Company. At December 31, 2015, the line of credit was de-recognized from the consolidated balance sheet due to the split-off transaction. Interest and fees consisted of the following for the years ended December 31: 2015 2014 Interest $ 136,189 $ 112,296 Fees 35,867 184,687 Total $ 172,056 $ 296,983 Notes Payable Convertible Notes Payable On May 13, 2013, the Company entered into three separate $20,000 convertible notes payable. The maturity date of the convertible notes payable was May 13, 2014, and they bore interest at a rate of 10% per annum. The notes were secured by collateral, consisting of all tangible and intangible assets of the Company which were subordinated to the line of credit. Once the Company changed its corporate status from a limited liability company to a C corporation on July 1, 2013, the secured convertible notes payable and any accrued interest became convertible at the option of the holder into shares of the Companys common stock, with the conversion rate being 75% of the consideration per share paid by the investors in the next Qualified Financing arrangement. The principal portion of the convertible notes payable could not be prepaid prior to the maturity date, though any accrued interest could be paid in cash or by conversion into shares of the Companys common stock. The convertible notes payable were considered to have a beneficial conversion feature as the effective conversion price would be less than the lowest paid price by other investors in a future qualified financing, which is defined as a private placement offering of the Companys securities to be completed after the consummation of any transaction affecting the structure of the Company, and before the maturity date of May 13, 2014. In addition, the conversion feature is considered to be a derivative instrument as the conversion price can be lowered if the Company issues securities at a lower price in a future qualified financing, as defined. As the qualified offering has yet to occur, an assessment of the fair value of the contingent conversion feature cannot be measured as of date of issuance of the secured convertible notes. On May 13, 2014, the Company entered into amendments with the holders of the three secured convertible notes payable that would convert all of the outstanding principal and accrued interest into common stock of the Company at a per share price of $11.25, which is 75% of the consideration per share paid by the investors in the most recent stock sale (a non-qualified offering), which was $15.00 per share. Pursuant to the amendment, all three note holders chose to convert their notes in full into 5,867 shares of common stock in the aggregate and a related inducement expense of $22,000 was recorded. Notes Payable related party On April 25, 2014, the Company issued a promissory note for $62,000 to a third party, of which $50,000 was for cash and $12,000 was a reimbursement relating to legal and other expenses incurred in connection with the issuance of the note that is to be repaid in full by May 20, 2015. There is no interest on this promissory note. The note was repaid in full in June 2014. On May 20, 2014, the Company issued a promissory note for $94,500 for cash to a shareholder of the Company that is to be repaid in full by May 20, 2015. The note accrues interest expense at 10% per annum. Interest expense for the years ended December 31, 2015 and 2014 was $15,251 and $5,801, respectively. At December 31, 2015 this promissory note was past due and outstanding and, as such, in accordance with the promissory note, there is a late fee of $100 per day for each day the note remains unpaid beyond the maturity date, the Company recorded late fees of $22,400 and $0 and accrued interest of $15,251 and $5,801, for the year ended December 31, 2015 and 2014, respectively, and is included in accrued expenses as of December 31, 2015 and 2014. On July 14, 2014, the Company issued a promissory note for $12,500 for cash to a shareholder of the Company that is to be repaid in full by July 14, 2015. The note accrues interest expense at 10% per annum. Interest expense for the year ended December 31, 2015 was $1,833 and is included in accrued expenses as of December 31, 2015. At December 31, 2015 this promissory note was past due and outstanding and, as such, in accordance with the promissory note, there is a late fee of $100 per day for each day the note remains unpaid beyond the maturity date, the Company recorded late fees of $16,900 and $0 and accrued interest of $1,833 and $583 for the years ended December 31, 2015 and 2014, respectively, and is included in accrued expenses as of December 31, 2015 and 2014. Due to Stockholders Amounts due to stockholders of the Company of $0 and $462,287 as of December 31, 2015 and 2014, respectively, arose from cash advances made to the Company for working capital purposes. These balances include accrued interest in the amount of 9% per annum, which aggregated $140,364 and $98,758 as of December 31, 2015 and 2014, respectively. The stockholders have agreed to forbear from demanding payment until July 1, 2016 of the principal and any accrued interest previously due on demand. Interest expense for the year ended December 31, 2015 and 2014 was $41,606 and $39,473, respectively, which was satisfied by being added to the outstanding balance. At December 31, 2015, the amount due to stockholders was de-recognized from the consolidated balance sheet due to the split-off transaction. Payroll Liabilities The Company has past due payroll liabilities due to the Internal Revenue Service (IRS) for unpaid payroll taxes, penalties and interest for 2011 and 2010. The original unpaid payroll taxes to the IRS for these periods totaled $891,386. The Company has a payment plan in place with the IRS, whereby effective on April 25, 2012, it made an initial payment of $4,118, and subsequent monthly payments of $16,474 on the 28th of every month thereafter starting on May 28, 2012 until such time the liability is paid in full, with an additional payment of $200,000 that was paid on April 28, 2014.. As of December 31, 2015 and, 2014 the past due balance due to the IRS, including penalties, interest, and fees, totaled $0 and $471,418, respectively. During the years ended December 31, 2015 and 2014, the Company incurred $7,513 and $30,596, respectively, in penalties and interest from the IRS. The IRS had previously issued a notice of Federal Tax Lien pertaining to the outstanding liabilities associated with the fourth quarter 2010 and second quarter 2011. Such Federal Tax Lien was released on March 11, 2015. At December 31, 2015, the payroll liabilities were de-recognized from the consolidated balance sheet due to the split-off transaction. Leases The Company leased space for eight of its branch offices, which are located either in downtown or suburban business centers, and for its corporate headquarters, located in New Orleans, Louisiana. Locations are generally leased over periods from one to three years, and also on a month-to-month basis. For the year ended December 31, 2015 and 2014, rent expense was $92,580 and $111,866, respectively. At December 31, 2015, the lease commitment of the Company was terminated due to the split-off transaction. |
CONVERTIBLE PROMISSORY NOTE - R
CONVERTIBLE PROMISSORY NOTE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
CONVERTIBLE PROMISSORY NOTE - RELATED PARTY | Note 5 convertible promissory note related party On December 18, 2015, the Company entered into a Convertible Promissory Note (Note) with Labor Smart Inc. (Holder) in the original principal amount of $80,000 bearing a 12% annual interest rate and maturing December 16, 2016. In conjunction with the issuance of the Note, as further consideration, the Company issued the Holder one (1) share Series A Preferred Stock of the Company. At December 31, 2015, Labor Smart Inc. holds the sole outstanding share of Series A Preferred Stock. Each share of Series A Preferred Stock gives the holder voting rights equal to 2 votes for every one share of common stock outstanding at the time of a vote of shareholders and does not have any additional rights or preferences. As such, at December 31, 2015, Labor Smart Inc. controlled the majority of shareholder votes. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holders option at a variable conversion price calculated at 75% of the market price which means the lowest trading price during the thirty trading day period ending on the latest complete trading day prior to the conversion date. The Company may repay the Note if repaid within 120days of date of issue at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest and between 151 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. At December 31, 2015, the Note is recorded at a fully accreted value of $107,123 less unamortized debt discount of $102,858. See Note 6 Convertible Promissory Note Derivative Liability Related Party. |
CONVERTIBLE PROMISSORY NOTE DER
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY - RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Line of Credit Facility [Abstract] | |
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY - RELATED PARTY | Note 6 Convertible Promissory Note Derivative Liability Related Party The Convertible Promissory Notes with Labor Smart, Inc. with an issue date of December 18, 2015 was all accounted for under ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Companys common stock. The Companys convertible promissory note derivative liabilities has been measured at fair value at December 31, 2015 using the binominal model. The inputs into the binominal model are as follows: Conversion price $2.00 per share Risk free rate 0.64% Expected volatility 355% Dividend yield 0% Expected life 0.96 years Change in convertible promissory note derivative liability related party during the year ended December 31, 2015 were as follows: Opening balance at December 31, 2014 $ 0 Initial valuation of derivative December 18, 2015 99,554 Initial loss on derivatives (19,554) Change in fair value of derivative liability 98,959 Closing balance at December 31, 2015 $ 178,959 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
STOCKHOLDERS EQUITY | Note 7 Stockholders Equity On September 3, 2015, through a majority vote of the stockholders of the Company, the Company amended its articles of incorporation to increase the number of authorized shares of the Companys capital stock that the Company may issue from 75,000,000 to 155,000,000 shares, of which 150,000,000 shares shall be classified as common stock and 5,000,000 shares shall be classified as blank check preferred stock. On March 8, 2016, the Company approved and effected a 1-for 50 reverse stock split of issued and outstanding common shares. All share information has been revised to reflect the reverse stock split from the Companys inception. Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, no par value. As these are considered black check preferred shares, the terms of the preferred stock are to be determined by the board of directors of the Company.. On November 13, 2015, the Companys Board of Directors approved and filed a Certificate of Designation designating five (5) shares of the blank check preferred stock as Series A Preferred Stock par value $0.001 as defining the rights, preferences and privileges of such series of Preferred Stock. For each share of Series A Preferred Stock, the holder has a voting right equal to 2 votes for every one share of common stock outstanding at the time of a vote of shareholders and does not have any additional rights or preferences. The Series A Preferred Stock does not have the right to receive dividends and distributions and does not have the right to received assets upon any liquidation. The Series A Preferred Stock may be redeemed by the Company at no consideration. On November 13, 2015, the Board of Directors approved the issuance of two (2) shares of Series A Preferred Stock to each of its then current directors, Brian McLoone and Brent Callais. On December 18, 2015, the Board approved the issuance of one (1) share of Series A Preferred Stock to Labor Smart, Inc., a 18.45% shareholder of common stock, in conjunction with the issuance of a convertible promissory note dated December 18, 2015. The fair value of Series A Preferred Stock was determined to be $0 per share as the holders do not have the right to receive dividends or distributions, the holders do not have the right to receive asset upon any liquidation of the Company and the Company may redeem Series A Preferred Stock for no consideration. On December 31, 2015, Company entered into a Stock Purchase Agreement (SPA) with Pour Les Enfant, LLC, a Louisiana limited liability company (Pour Les Enfant). Pursuant to the SPA, the Company, as sole shareholder of EmployUS, Ltd. completed the split-off by transferring to Pour Les Enfant all outstanding shares and tangible assets of EmployUS, Ltd. (the split-off transaction). In consideration thereof, Pour Les Enfant assumes all liabilities of EmployUS, Ltd. associated with monies owed to the Internal Revenue Service for late payroll taxes; and all corporate, personal, and validity guarantees associated the Crestmark Bank Loan and Security Agreement. Pursuant to the SPA, Brent Callais and Brian McLoone, directors, executives and controlling shareholders of the Company, each agree to transfer to the Company 91,000 shares of the Companys common stock and one share of the Companys preferred stock, for immediate cancellation. As a result of the cancellation of the two (2) preferred shares by Brent Callais and Brian McLoone, there was a change in control of the Company as Labor Smart, Inc. holds the one (1) remaining outstanding preferred share of the Company. Common Stock On March 20, 2014, 12,000 shares of common stock were issued at $7.50 per share for gross proceeds of $90,000 pursuant to a Stock Purchase Agreement with two investors. On April 29, 2014, 533 shares of common stock were issued at $7.50 per share for a broker fee in connection with this Stock Purchase Agreement. On April 1, 2014, 4,000 shares of common stock were issued at $15.00 per share for gross proceeds of $60,000 pursuant to a Stock Purchase Agreement with two investors. On April 1, 2014, the Company entered into a consulting agreement for one year with a third party whereby the Company issued the consultant 20,000 shares of common stock valued at the market price of the Companys common stock on April 1, 2014, or $25.00 per share, for a total value of $500,000, which will be charged to expense monthly throughout the term of the agreement, which is one year. $120,548 and $379,452 of expense has been recognized for the year ended December 31, 2015 and 2014, respectively. On May 13, 2014, three note holders converted a total of $60,000 in principal of convertible notes, and $6,000 of accrued interest into an aggregate of 5,867 shares of common stock at a per share price of $11.25. On November 30, 2015, the Company entered into a private placement securities purchase agreement with Labor Smart, Inc. to which the Company issued 40,000 shares of its common stock at a price of $2.00 per share for an aggregate purchase price of $80,000 in gross proceeds. |
INCOME TAX PROVISION
INCOME TAX PROVISION | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX PROVISION | Note 8 Income Tax Provision The Company had no income tax expense due to operating losses incurred for the year ended December 31, 2015 and 2014. The reconciliation between the statutory income tax rate and the effective tax rate is as follows: December 31, December 31, 2015 2014 Computed expected tax expense (34% ) (34% ) State taxes, net of federal benefit (1% ) (3% ) Permanent difference 7% 0% Write-off of net operating losses due to Section 382 11% 0% Change in valuation allowance 17% 37% Income tax provision (benefit) 0% 0% The types of temporary differences that give rise to deferred tax assets and liabilities are as follows: December 31, December 31, 2015 2014 Deferred tax assets: Net operating loss $ 300,050 $ 216,912 Valuation allowance (300,050 ) (216,912 ) Net deferred tax assets $ - $ - As of December 31, 2015, the Company has net operating loss carryforwards of approximately $819,000 for federal and state tax purposes, which will be available to offset future taxable income. If not used, these carryforwards will expire between 2034 and 2035. Based on the Companys preliminary analysis, Management believes that its ability to utilize previously accumulated net operating loss carryforwards are subject to annual limitations due to a change in ownership occurred during the year. The estimated annual limitation is approximately $41,000. As of December 31, 2015, the Company recorded the impact of such limitations. The Company, after considering all available evidence, fully reserved its deferred tax asset since it is more likely than not that such benefits will not be realized in future periods. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. During the year ended December 31, 2015, the Company increased its valuation allowance by $83,000. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits. A liability is recognized (or amount of NOL or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprises potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs and penalties related to unrecognized tax benefits are required to be calculated and would be classified as interest and penalties in general and administrative expense in the consolidated statements of operations. As of December 31, 2015 and 2014, no liability for unrecognized tax benefit was required to be reported. No interest or penalties were recorded during the years ended December 31, 2015 and 2014. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. |
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES AND COMMITMENTS | Note 9 - Contingencies and Commitments Litigation The Company may be subject to various claims relating to matters arising in the ordinary course of business that are typically covered by insurance. The amount of liability, if any, from these claims cannot be determined with certainty; however, management is of the opinion that the outcomes will not have a material adverse impact on the Companys financial position or results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 10- Subsequent Events On March 29, 2016, the Companys Board of Directors approved and filed a Certificate of Designation designating sixty (60) shares of the blank check preferred stock as Series B Preferred Stock par value $0.001 as defining the rights, preferences and privileges of such series of Preferred Stock. The Series B Preferred Stock is being issued in connection with the Senior Secured Revolving Credit Facility Agreement with TCA Global Credit Master Fund. The Series B Preferred stock are non-voting and not entitled to participate in dividends with the holders of common stock. Each share of Series B Preferred Stock are convertible in to shares of common stock equal to: (i) $25,000 divided by (ii) average of the volume weighted average price for common stock for the five (5) business days prior to the conversion notice. Upon liquidation, dissolution and windup of the Company, the holders of Series B Preferred Stock are entitled to receive the liquidation preference of $25,000 per outstanding share. On March 29, 2016, with an effective date of April 5, 2016, the Company entered into a Senior Secured Revolving Credit Facility Agreement (the Credit Agreement) with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (TCA), pursuant to which TCA agreed to loan up to a maximum of three million dollars ($3,000,000.00) to us for working capital purposes. A total of $1,300,000 was funded by TCA in connection with the closing. The amounts borrowed pursuant to the Credit Agreement are evidenced by a Senior Secured Revolving Convertible Promissory Note (the Revolving Note), the repayment of which is secured by Security Agreements executed by us and our 51% owned subsidiary, The Staff Fund I, LLC. Pursuant to the Security Agreements, the repayment of the Revolving Note is secured by a security interest in substantially all of our assets in favor of TCA. The initial Revolving Note in the amount of $1,300,000 is due and payable along with interest thereon on October 5, 2016, and bears interest at the minimum rate of 12% per annum, increasing to 18% per annum upon the occurrence of an Event of Default, as defined in the Credit Agreement. Upon an Event of Default, TCA shall have the right to convert all or any portion of the Revolving Note into shares of the Companys common stock. The conversion rate shall be 85% of the lowest VWAP of the Companys stock for the five days preceding the conversion date. We also agreed to pay TCA an advisory fee of $750,000, payable in thirty (30) shares of the Companys Series B Preferred Stock. On April 1, 2016, the Company entered into an Agreement for Purchase and Sale of Assets (the Agreement) with Labor Smart, Inc. (the Seller). Pursuant to the Agreement, the Company will purchase from the Seller the operating assets of four (4) branch locations, which shall only include customer lists, title to certain leases for real or personal property, contracts, fixed assets, and business records (collectively the Purchased Assets). The Seller shall retain all open accounts receivable of the Purchased Assets. In consideration for the Purchased Assets, the Company shall pay to the Seller a purchase price equal to $2,915,000.00, paid as follows: (i) $890,890.00 in cash, (ii) 600,000 shares of the Companys common stock at a cost basis of $1.80 per share, (iii) a promissory note executed by the Company in favor of the Seller in the amount of $755,000.00, (iv) payoff of certain of the Sellers outstanding debt totaling $29,110.00, and (v) direct payment to IRS on behalf of the Seller in the amount of $160,000.00 (the Purchase Price). |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for annual financial statements and with Form 10-K and article 8 of the Regulation S-X of the United States Securities and Exchange Commission (SEC). As a result of the split-off of EmployUs, Ltd. the consolidated balance sheets as of December 31, 2015 and 2014 and the related consolidated statements of operations and cash flows present the results and accounts of EmployUs, Ltd. as discontinued operations. All prior periods presented in the consolidated statements of operations and consolidated statement of cash flows discussed herein have been restated to conform to such presentation. See Note 4. |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions are eliminated. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant matters requiring the use of estimates and assumptions include, but may not be limited to, accounts receivable allowances, evaluation of impairment of long lived assets, valuation allowance for deferred tax assets and valuation of derivative liabilities. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Contract staffing service revenues are recognized when services are rendered. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 605 Revenue Recognition, which requires that four basic criteria be met before revenue can be recognized: (i) persuasive evidence that an arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) services have been rendered. |
Cost of Contract Staffing Services, Policy [Policy Text Block] | Cost of Contract Staffing Services The cost of contract staffing services includes the wages, related payroll taxes, and employee benefits of the Companys employees while they work on contract assignments for the period in which the related revenue is recognized. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers highly liquid investments with original maturities of three months or less when purchased as cash equivalents. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institutions, and has not experienced any losses in such accounts. As of December 31, 2015 and 2014, the Company did not have any cash equivalents. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows: Computer and office equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of improvements useful life or initial lease term |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets On a periodic basis, management assesses whether there are any indicators that the value of the Companys long-lived assets may be impaired. An assets value may be impaired only if managements estimate of the aggregate future cash flows, on an undiscounted basis, to be generated by the asset are less than the carrying value of the asset. If impairment has occurred, the loss is measured as the excess of the carrying amount of the asset over its fair value. The Companys estimates of aggregate future cash flows expected to be generated by each long-lived asset are based on a number of assumptions that are subject to economic and market uncertainties. As these factors are difficult to predict and are subject to future events that may alter managements assumptions, the future cash flows estimated by management in their impairment analyses may not be achieved. No impairment was identified during the years ended December 31, 2015 and 2014. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement 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. The three levels of the fair value hierarchy are described below: 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). Convertible promissory note derivative liability related party is measured at fair value on a recurring basis using Level 3 inputs. The carrying amounts reported in the Companys consolidated financial statements for accounts receivable, prepaid expenses, accounts payable, accrued expenses, and payroll liabilities approximate their fair value because of the immediate or short-term nature of these consolidated financial instruments. The carrying amounts reported in the consolidated balance sheet for its line of credit and convertible notes payable approximates fair value as the contractual interest rate and features are consistent with similar instruments of similar risk in the market place. |
Advertising Costs, Policy [Policy Text Block] | Advertising The Company charges advertising costs to expense as incurred. Advertising costs were $11,614 and $10,094 for the years ended December 31, 2015 and 2014, respectively. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk For the years ended December 31, 2015 and 2014, two customers accounted for 0% and one customer accounted for 41% of the Companys net revenue, respectively. One customer accounts receivable was 0% and 29% of the Companys total accounts receivable as of December 31, 2015 and 2014, respectively. The Company did not have any other customers that exceeded 10% of either revenue or accounts receivable in either 2015 or 2014. |
Receivables, Policy [Policy Text Block] | Accounts Receivable The Company extends credit to its customers based on an evaluation of the customers financial condition and ability to pay the Company in accordance with the payment terms. An allowance for doubtful accounts is recorded as a charge to bad debt expense where collection is considered doubtful due to credit issues. This allowance reflects managements estimate of the potential losses inherent in the accounts receivable balance, based on historical loss statistics and known factors impacting its customers. The nature of the contract service business, where companies are dependent on employees for their production cycle, generally results in a nominal provision for doubtful accounts. Based on managements review of accounts receivable, an allowance for doubtful accounts of $0 and $53,368 was considered necessary. The Company charges uncollectible accounts against the allowance once the invoices are deemed unlikely to be collectible. The Company does not accrue interest on past due receivables. |
Earnings Per Share, Policy [Policy Text Block] | Net (Loss) Income per Common Share Net (loss) income per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants. For the year ended December 31, 2015, the Company had potentially 151,963 dilutive shares of common stock related to convertible notes payable as determined using the if-converted method and no potentially dilutive securities for the year ended December 31, 2014. |
Convertible Promissory Notes Policy, [Policy Text Block] | Convertible Promissory Notes i) 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. ii) 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 a respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of convertible debt. 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. iii) Derivative Financial Instruments 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. 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 promissory 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 consolidated financial statements. |
Income Tax, Policy [Policy Text Block] | Income Taxes For the period prior to July 1, 2013, the Company was not subject to Federal and State income taxes, as it was a limited liability company. Each member was responsible for the tax liability, if any, related to its proportionate share of the Companys taxable income. Accordingly, no provision for income taxes was reflected in the accompanying consolidated financial statements through June 30, 2013. The Company had concluded that it was a pass-through entity through June 30, 2013 and a taxable entity thereafter. Effective July 1, 2013, the Company changed its corporate status from a limited liability company to a C corporation and its state of registration from Delaware to Nevada. The Company is subject to file tax returns in the states of Louisiana, Alabama and Mississippi. Generally, federal, state and local authorities may examine the Companys tax returns for three years from the date of filing and the current and prior three years remain subject to examination as of December 31, 2015. There were no uncertain tax positions that would require recognition in the financial statements through December 31, 2015. The Companys conclusions regarding uncertain tax positions may be subject to review and adjustment as a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof as well as other factors. The Company accounts for income taxes under ASC 740-10-30. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements and Property, Plant and Equipment. ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The adoption of this standard did not have a material impact on the Companys financial statements. In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2018 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. Early application is only permitted as of January 1, 2017. The Company has not yet determined the effect of the adoption of this standard. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entitys ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect the adoption of the ASU to have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful lives of Assets [Table Text Block] | Computer and office equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of improvements’ useful life or initial lease term |
STOCK PURCHASE AGREEMENT (Table
STOCK PURCHASE AGREEMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Results from discontinued operations [Table TextBlock] | The following table summarizes the results from discontinued operations: For the Year Ended December 31 2015 2014 NET REVENUES Contract staffing services $ 13,657,933 $ 20,700,657 COST OF SERVICES 11,125,247 17,564,351 GROSS PROFIT 2,532,686 3,136,306 SELLING, GENERAL AND ADMINISTRATIVE 2,156,504 2,843,042 INCOME FROM OPERATIONS 376,182 293,264 OTHER EXPENSE (168,808 ) (180,573 ) INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES 207,374 112,691 (Provision) benefit for income taxes - (31,513 ) NET INCOME OF EMPLOYUS, LTD. $ 207,374 $ 81,178 The following tab summarizes the assets and liabilities of discontinued operations in the consolidated balance sheet: December 31 December 31, 2015 2014 ASSETS CURRENT ASSETS Cash and cash equivalents $ 25,710 $ 4,216 Accounts receivable, net 1,034,360 1,621,861 Prepaid expenses and other current assets 30,792 38,044 Total Current Assets 1,090,862 1,664,121 Property and equipment, net 13,351 22,174 Security deposits 22,730 29,055 36,081 51,229 TOTAL ASSETS $ 1,126,943 $ 1,715,350 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 184,043 $ 252,368 Line of credit 828,518 1,364,543 Current portion of payroll related liabilities 294,917 197,688 Total Current Liabilities 1,307,478 1,814,599 Long term portion of payroll related liabilities - 273,730 Due to stockholders 503,892 463,678 TOTAL LIABILITIES 1,811,370 2,552,007 CARRYING VALUE OF EMPLOYUS, LTD. $ (684,427 ) $ (836,657 ) |
Schedule of Line of Credit Facilities [Table Text Block] | Interest and fees consisted of the following for the years ended December 31: 2015 2014 Interest $ 136,189 $ 112,296 Fees 35,867 184,687 Total $ 172,056 $ 296,983 |
CONVERTIBLE PROMISSORY NOTE D21
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY - RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Change in convertible promissory note derivative liability - related party [Table Text Block] | Change in convertible promissory note derivative liability related party during the year ended December 31, 2015 were as follows: Opening balance at December 31, 2014 $ 0 Initial valuation of derivative December 18, 2015 99,554 Initial loss on derivatives (19,554) Change in fair value of derivative liability 98,959 Closing balance at December 31, 2015 $ 178,959 |
INCOME TAX PROVISION (Tables)
INCOME TAX PROVISION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The reconciliation between the statutory income tax rate and the effective tax rate is as follows: December 31, December 31, 2015 2014 Computed expected tax expense (34% ) (34% ) State taxes, net of federal benefit (1% ) (3% ) Permanent difference 7% 0% Write-off of net operating losses due to Section 382 11% 0% Change in valuation allowance 17% (37% ) Income tax provision (benefit) 0% 0% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The types of temporary differences that give rise to deferred tax assets and liabilities are as follows: December 31, December 31, 2015 2014 Deferred tax assets: Net operating loss $ 300,050 $ 216,912 Valuation allowance (300,500 ) (216,912 ) Net deferred tax assets $ - $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jul. 01, 2014$ / shares | |
Organization And Operations [Line Items] | |||
Number Of Customers | 300 | ||
Common Stock Held By Brian McLoone | 121,000 | ||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | |
Common Stock, Shares, Outstanding | 602,436 | 744,400 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 50.00% | ||
Percentage Of Common Stock Held By Premerger Stockholders | 54.72% | ||
Percentage Of Common Stock Held By Former Stockholders | 45.28% | ||
Share Exchange Agreement [Member] | |||
Organization And Operations [Line Items] | |||
Common Stock, Shares, Outstanding | 702,000 | ||
Stockholders Equity Note, Changes in Capital Structure, Subsequent Changes to Number of Common Shares | 263,076 | ||
Parent [Member] | |||
Organization And Operations [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | ||
EmployUS, Ltd. Shareholders [Member] | |||
Organization And Operations [Line Items] | |||
Stock Cancelled During Period Shares | 263,076 | ||
Stock Issued During Period, Shares, Stock Splits | 263,076 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of improvements useful life or initial lease term |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Line Items] | ||
Allowance for Doubtful Accounts Receivable | $ 0 | $ 5,336,800 |
Advertising Expense | $ 1,161,400 | $ 1,009,400 |
Accounts Receivable [Member] | Customer A [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 0.00% | 29.00% |
Sales Revenue, Services, Net [Member] | Customer A [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 0.00% | 41.00% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern Details Textual | |||
Working Capital Deficit | $ 346,039 | ||
Stockholders Equity Attributable to Parent, Total | (346,039) | $ (838,102) | |
Net (loss) income | $ (272,364) | $ (510,832) | |
Cash and Cash Equivalents, at Carrying Value, Total |
STOCK PURCHASE AGREEMENT (Detai
STOCK PURCHASE AGREEMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
NET REVENUES | ||
Contract staffing services | $ 13,657,933 | $ 20,700,657 |
COST OF SERVICES | 11,125,247 | 17,564,351 |
GROSS PROFIT | 2,532,686 | 3,136,306 |
SELLING, GENERAL AND ADMINISTRATIVE | 2,156,504 | 2,843,042 |
INCOME FROM OPERATIONS | 376,182 | 293,264 |
OTHER EXPENSE | (168,808) | (180,573) |
INCOME FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 207,374 | 112,691 |
(Provision) benefit for income taxes | 0 | 31,513 |
NET (LOSS) INCOME OF EMPLOYUS, LTD. | $ 207,374 | $ 81,178 |
STOCK PURCHASE AGREEMENT (Det28
STOCK PURCHASE AGREEMENT (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 25,710 | $ 4,216 |
Accounts receivable, net | 1,034,360 | 1,621,861 |
Prepaid expenses and other current assets | 30,792 | 38,044 |
Total Current Assets | 1,090,862 | 1,664,121 |
Property and equipment, net | 13,351 | 22,174 |
Security deposits | 22,730 | 29,055 |
Total NonCurrent Assets | 36,081 | 51,229 |
TOTAL ASSETS | 1,126,943 | 1,715,350 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 184,043 | 252,368 |
Line of credit | 828,518 | 1,364,543 |
Current portion of payroll related liabilities | 294,917 | 197,688 |
Total Current Liabilities | $ 1,307,478 | 1,814,599 |
Long term portion of payroll related liabilities | 273,730 | |
Due to stockholders | $ 503,892 | 463,678 |
TOTAL LIABILITIES | 1,811,370 | 2,552,007 |
CARRYING VALUE OF EMPLOYUS, LTD. | $ (684,427) | $ (836,657) |
STOCK PURCHASE AGREEMENT (Det29
STOCK PURCHASE AGREEMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Purchase Agreement Details Narrative | ||
Depreciation | $ 8,823 | $ 8,823 |
STOCK PURCHASE AGREEMENT (Det30
STOCK PURCHASE AGREEMENT (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest | $ 136,189 | $ 112,296 |
Fees | 35,867 | 184,687 |
Total | 172,056 | 296,983 |
Notes Payable Two [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | 1,833 | 583 |
Notes Payable One [Member] | ||
Line of Credit Facility [Line Items] | ||
Total | $ 15,251 | $ 5,801 |
STOCK PURCHASE AGREEMENT (Det31
STOCK PURCHASE AGREEMENT (Details Narrative 2) - Crestmark Bank [Member] | 1 Months Ended |
Oct. 31, 2012 | |
Floor Rate [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Interest Rate During Period | 6.00% |
Facility Fee [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Interest Rate During Period | 1.00% |
Prime Rate [Member] | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Interest Rate During Period | 5.75% |
STOCK PURCHASE AGREEMENT (Det32
STOCK PURCHASE AGREEMENT (Details Narrative 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 80,000 | |
Debt Conversion, Converted Instrument, Shares Issued | 293,334 | |
Repayments of Notes Payable | $ 50,000 | |
Notes Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Maturity Date | Jul. 14, 2015 | |
Notes Payable, Current | $ 12,500 | |
Interest Expense, Debt, Total | $ 1,833 | 583 |
Debt Instrument, Issuance Date | Jul. 14, 2014 | |
Notes Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Instrument, Maturity Date | May 20, 2015 | |
Notes Payable, Current | $ 94,500 | |
Interest Expense, Debt, Total | $ 15,251 | 5,801 |
Debt Instrument, Issuance Date | May 20, 2014 | |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 62,000 | |
Debt Instrument, Maturity Date | May 20, 2015 | |
Repayments of Notes Payable | $ 50,000 | |
Payments of Debt Issuance Costs | $ 12,000 | |
Debt Instrument, Issuance Date | Apr. 25, 2014 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 20,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Debt Conversion, Converted Instrument, Rate | 75.00% | |
Debt Instrument, Maturity Date | May 13, 2014 | |
Debt Conversion, Converted Instrument, Shares Issued | 5,867 | |
Percentage of Non-qualified Stock Offering | 75.00% | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Debt, Total | $ 172,056 | $ 296,983 |
Shareholder [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |
Interest Expense, Debt, Total | $ 41,606 | $ 37,743 |
STOCK PURCHASE AGREEMENT (Det33
STOCK PURCHASE AGREEMENT (Details Narrative 4) - Shareholder [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |
Interest Expense, Debt, Total | $ 41,606 | $ 37,743 |
Interest Payable, Current | $ 140,364 | $ 98,758 |
STOCK PURCHASE AGREEMENT (Det34
STOCK PURCHASE AGREEMENT (Details Narrative 5) - Internal Revenue Service (IRS) [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Payroll Liabilities [Line Items] | |||
Payroll Taxes Periodic Payment Terms Initial Payment | $ 4,118 | ||
Payroll Taxes Periodic Payment Terms Monthly Payments | $ 16,474 | ||
Payroll Taxes Penalties And Interest Incurred | $ 7,513 | $ 30,596 | |
Accrued Payroll Taxes | 891,386 | ||
Employee-related Liabilities | $ 0 | $ 471,418 |
CONVERTIBLE PROMISSORY NOTE -35
CONVERTIBLE PROMISSORY NOTE - RELATED PARTY (Details Narrative) | Dec. 31, 2015USD ($) |
Convertible Promissory Note - Related Party Details Narrative | |
Convertible Promissory Note, Original Principal Amount | $ 80,000 |
Convertible Promissory Note, at a fully accreted value | 107,123 |
Unamortized debt discount | $ 102,858 |
CONVERTIBLE PROMISSORY NOTE D36
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY - RELATED PARTY (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Convertible Promissory Note Derivative Liability - Related Party Details | |
Conversion price | $ 2 |
Risk free rate | 0.64% |
Expected volatility | 355.00% |
Dividend yield | 0.00% |
Expected life | 11 months 16 days |
CONVERTIBLE PROMISSORY NOTE D37
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY - RELATED PARTY (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Promissory Note Derivative Liability - Related Party Details 2 | ||
Opening balance | $ 0 | |
Initial valuation of derivative - December 18, 2015 | 99,554 | |
Initial loss on derivatives | (19,554) | |
Change in fair value of derivative liability | (98,959) | |
Closing balance | $ 178,959 | $ 0 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Apr. 29, 2015 | Jul. 01, 2014 | |
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Proceeds from Issuance of Common Stock | $ 80,000 | $ 150,000 | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ||
Common Stock, Shares, Issued | 602,436 | 744,400 | ||
Debt Conversion, Converted Instrument, Shares Issued | 293,334 | |||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ (500,000) | ||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 40,000 | 16,000 | ||
Stock Issued During Period, Shares, Issued for Services | 26,668 | 20,000 | ||
Stock Issued During Period, Value, Issued for Services | $ (27) | $ (20) | ||
Additional Paid-in Capital [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Value, Issued for Services | (2,700) | $ (499,980) | ||
Parent [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||
Convertible Notes Payable [Member] | ||||
Class of Stock [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 60,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 5,867 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.225 | |||
Debt Instrument, Increase, Accrued Interest | $ 6,000 | |||
InvestorOne [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.15 | |||
Stock Issued During Period, Shares, New Issues | 600,000 | |||
Proceeds from Issuance of Common Stock | $ 90,000 | |||
Consultant [Member] | ConsultingAgreement [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.50 | |||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||
Share-based Compensation | $ 379,452 | |||
Stock Issued During Period, Value, Issued for Services | $ (500,000) | |||
TwoInvestor [Member] | StockPurchaseAgreement [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.30 | $ 0.15 | ||
Proceeds from Issuance of Common Stock | $ 60,000 | |||
Common Stock, Shares, Issued | 200,000 | 26,668 |
INCOME TAX PROVISION (Details)
INCOME TAX PROVISION (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Provision Details | ||
Computed expected tax expense | (34.00%) | (34.00%) |
State taxes, net of federal benefit | (1.00%) | (3.00%) |
Permanent differences | 7.00% | 0.00% |
Write-off of net operating losses due to Section 382 | 11.00% | 0.00% |
Change in valuation allowance | 17.00% | 37.00% |
Income tax provision (benefit) | 0.00% | 0.00% |
INCOME TAX PROVISION (Details 2
INCOME TAX PROVISION (Details 2) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Deferred Tax Assets, Gross | $ 300,050 | $ 216,912 |
Valuation allowance | (300,050) | (216,912) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX PROVISION (Details N
INCOME TAX PROVISION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Provision Details Narrative | ||
Income Tax Expense (Benefit) | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Operating Loss Carry Forwards Expiration Period | 2,034 | |
Operating Loss Carryforwards | $ 819,000 |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Contingencies And Commitments Details Narrative | ||
Operating Leases, Rent Expense | $ 92,580 | $ 111,866 |