Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidated Financial Statements The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include all the accounts of the Company and its two wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Restatement of Previously Issued Consolidated Financial Statements The Company is not able to obtain a consent from the predecessor auditor to reissue the audited consolidated financial statements as of and for the year ended December 31, 2013. As a result, it became necessary to perform a re-audit of the year ended December 31, 2013. In connection with the re-audit and testing of supporting documentation, certain adjustments to the consolidated financial statements were identified. The Company has restated the consolidated financial statements for the year ended December 31, 2013 and has recorded the following adjustments: § The Company evaluated the carrying value of the intangibles, determined that an additional impairment had occurred based upon net cash flows and has recorded an additional impairment of the customer lists and technology stacks as of December 31, 2013 of $1,550,000. § In connection with certain 16% Convertible Debentures, the reset of the conversion price and warrant exercise price was not properly accounted for resulting in additional expense recorded as a change in the fair value of the derivative of $95,844. § In connection with the 16% Convertible Debentures, the beneficial conversion feature was not properly accounted for when the debentures were converted to common stock resulting in $502,986 in additional interest expense. § An aggregate of $3,823,880 in notes payable were converted to 10,518,627 shares of the Company’s common stock and the beneficial conversion feature was not properly accounted for resulting in $808,156 additional interest expense. § In connection with the conversion of a note payable of $2,000,000 to 13,333,334 shares of common stock, a warrant to purchase 1,666,667 shares of the Company’s common were granted to the note holder and was not valued. As a result, the Company valued the warrant using a Black-Scholes Option Pricing Model as $1,116,667, recorded as additional interest expense. § Some reclassifications were made to the 2013 presentation to conform with the 2014 presentation which resulted in differences in accounts receivable and other current assets. § Reclassifications were also made in cost of revenue by segregating Research & Development; and General and administrative expenses to conform with 2014 presentation. Quadrant 4 System Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2013 Restated As Presented Difference Assets Cash $ 897,215 $ 897,215 $ - Accounts and unbilled receivables, net 5,816,149 5,766,010 50,139 Other current assets 415,659 465,798 (50,139 ) Total Current Assets 7,129,023 7,129,023 - Equipment, net 21,491 21,491 - Other assets 3,409,834 3,409,834 - Intangible assets, net 15,058,253 16,608,253 (1,550,000 ) Total Assets $ 25,618,601 $ 27,168,601 (1,550,000 ) Liabilities and Shareholder’s Equity Accounts payable and accrued expenses 4,271,785 4,271,785 - Note payable - factor 4,330,575 4,330,575 - Earnouts payable 1,222,312 1,222,312 - Current maturities - net of long term debt 442,717 442,717 - Total Current Liabilities 10,267,389 10,267,389 - Long term debt 5,647,550 5,647,550 - Derivative liability - - - Total Liabilities 15,914,939 15,914,939 - Common stock 92,467 92,467 - Additional paid-in capital 27,063,186 24,539,533 2,523,653 Accumulated deficit (17,451,991 ) (13,378,338 ) (4,073,653 ) Total Stockholders’ Equity 9,703,662 11,253,662 (1,550,000 ) Total Liabilities and Stockholder’s Equity $ 25,618,601 $ 27,168,601 $ (1,550,000 ) Quadrant 4 System Corporation and Subsidiaries Consolidated Statements of Operations For the year ended December 31, 2013 Restated As Presented Difference Revenue $ 37,343,676 $ 37,343,676 $ - Cost of revenue 25,741,396 27,709,310 (1,967,914 ) Gross Margin 11,602,280 9,634,366 1,967,914 General and administrative expenses (5,212,369 ) (5,271,369 ) 59,000 Research & Development (2,026,914 ) - (2,026,914 ) Amortization, depreciation and impairment expense (7,512,761 ) (5,962,761 ) (1,550,000 ) Change in fair value of earnout liability 1,007,313 1,007,313 - Litigation settlement (692,000 ) (692,000 ) - Interest expense (4,999,121 ) (2,571,311 ) (2,427,810 ) Derivative expense (383,273 ) (287,429 ) (95,844 ) Net Loss $ (8,216,845 ) $ (4,143,191 ) $ (4,073,654 ) There is no EBIDTA change in the restated financials compared to the previous presentation. Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (‘U.S. GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates include the allowance for uncollectible accounts receivable, depreciation and amortization, intangible assets, including customer lists and technology stacks, capitalization, fair value and useful lives, accruals, contingencies, impairment and valuation of stock warrants and options. These estimates may be adjusted as more current information becomes available, and any adjustment could have a significant impact on recorded amounts. Accordingly, actual results could defer from those estimates. Fair Value of Financial Instruments The Company considers the carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, accrued expenses and notes payable to approximate their fair values because of their relatively short maturities. Accounts and Unbilled Receivables Accounts and unbilled receivables consist of amounts due from customers which are presented net of the allowance for doubtful accounts at the amount the Company expects to collect. The Company records a provision for doubtful receivables, if necessary, to allow for any amounts which may be unrecoverable, which is based upon an analysis of the Company’s prior collection experience, customer creditworthiness, past transaction history with the customers, current economic trends, and changes in customer repayment terms. Unbilled receivables are established when revenue is deemed to be recognized based on the Company's revenue recognition policy, but due to contractual restraints over the timing of invoicing, the Company does not have the right to invoice the customer by the balance sheet date. Vendors and Contractors The Company outsources portions of its work to third party service providers (Note 12). These providers can be captive suppliers that undertake software development, research & development and custom platform development. Some vendors may provide specific consultants or resources (often called corp to corp) or independent contractors (often designated as 1099) to satisfy agreed deliverables to its clients. Equipment Equipment is recorded at cost and depreciated for financial statement purpose using the straight line method over estimated useful lives of five to fifteen years. Depreciation expense was $6,000 each for the years ended December 31, 2014 and 2013. Accumulated depreciation was $13,500 and $ 7,500 as of December 31, 2014 and 2013, respectively. Intangible Assets Intangible assets, consisting of customer lists and technology stacks, are recorded at fair value and amortized on the straight-line method over the estimated useful lives of the related assets. The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be greater than its fair value. Management of the Company has decided to perform its impairment testing on a quarterly basis starting in fiscal year 2015. If impaired, the Company will write-down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed. Customer lists are valued based on management’s forecast of expected future net cash flows, with revenues based on projected revenues from customers acquired and are being amortized over five years. Technology stacks are valued based on management’s forecast of expected future net cash flows, with revenues based on projected sales of these technologies and are amortized over five to seven years. Software Development Costs Costs that are related to the conceptual formulation and design of licensed software programs are expensed as incurred to research, development engineering and other administrative support expenses; costs that are incurred to produce the finished product after technological feasibility has been established and after all research and development activities for any other component of the product or process have been completed are capitalized as software development costs. Capitalized amounts will be amortized on a straight-line basis over periods ranging up to five years which will be recorded in amortization expense starting in year 2016 commencing when the platforms first become offered for sale. The Company performs periodic reviews to ensure that unamortized software development costs remain recoverable from future revenue. Cost to support or service licensed program are charged to cost of revenue as incurred. Pre-paid Expenses The Company incurs certain costs that are deemed as prepaid expenses. The fees that are paid to the Department of Homeland Security for processing H1 visa fees for its international employees are amortized over 36 months, typically the life of the visa. One third of these pre-paid expenses are included in other current assets and two thirds in other assets. Deferred Financing Costs Financing costs incurred in connection with the Company’s notes payable and revolving credit facilities are capitalized and amortized into expense using the straight-line method over the life of the respective facility (Note 6). Deferred Licensing and Royalty Fees The Company licenses software, platforms and/or content on a needed basis and enters into market driven licensing and royalty fee arrangements. If no consumption or usage of such licenses happen during the reporting period, the Company has no obligation for any minimum fees or royalties and no accruals are posted. The Company will be amortizing these costs over 7 years starting January 1, 2015. Operating Leases The Company has operating lease agreements for its offices some of which contain provisions for future rent increases or periods in which rent payments are abated. Operating leases which provide for lease payments that vary materially from the straight-line basis are adjusted for financial accounting purposes to reflect rental income or expense on the straight-line basis in accordance with the authoritative guidance issued by the Financial Accounting Standards Board (“FASB”). No such material difference existed as of December 31, 2014 and 2013. Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company reviews the terms of convertible debt and equity instruments it issues to determine whether there are embedded derivative instruments, including the embedded conversion option, that are required to be bifurcated and accounted for separately as a derivative financial instrument. In connection with the sale of convertible debt and equity instruments, the Company may issue freestanding warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. Revenue Recognition Revenue is recognized when there is persuasive evidence of an arrangement, the fee is fixed and determinable, performance of service has occurred and collection is reasonably assured. Revenue is recognized in the period the services are provided on which service ranges from approximately 2 months to over 1 year. For time & material engagements, the Company recognizes revenues when the client signs and approves the time sheet of a consultant(s) assigned to the engagement. For projects, the Company recognizes the revenues when the client acknowledges or accepts the delivery of the defined deliverables. For managed services engagements, the Company bills the contracted amount per billing period with no further acknowledgement from the client since such contracts have service level agreements and any service deficiencies are addressed within the normal course of engagement. The hosting revenues are recognized in the beginning of the period since the client has no recourse and such fees are non-refundable. Platform revenues are recognized at the end of the period using the starting and ending average of the billing period and is generated by the platform with no further statement of work or purchase orders or approvals. Income Taxes Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not. The Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for three years after they are filed. Loss per Common Share Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as outstanding options and warrants outstanding during each period. For the years ended December 31, 2014 and 2013, there were 17,588,760 and 15,160,012 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive. Derivatives We account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities Share based compensation The Company recognizes compensation expense for all share-based payment awards made to employees, directors and others based on the estimated fair values on the date of the grant. Common stock equivalents are valued using the Black-Scholes model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock. The Company determines the fair value of the share-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete. The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. Concentrations of Credit Risk The Company maintains cash at various financial institutions, which at times, may be in excess of insured limits. The Company has not experienced any losses to date as a result of this policy and, in assessing its risk, the Companies’ policy is to maintain cash only with reputable financial institutions. The Company currently banks at two national institutions with one being the primary and the other for petty cash purposes. The Company does not maintain large balances in its lockbox account due to the daily automatic sweeping arrangement with its lenders that credits its debts on a daily basis. However, one of the operating accounts had a cash value of $1,956,676 and $631,691 as of December 31, 2014 and 2013, respectively, that was over the FDIC insurance limit of $250,000. The Company’s largest customer represented 13.7% and 12% of consolidated revenues and 7.8% and 10.5% of accounts receivable as of and for the years ended December 31, 2014 and 2013, respectively. The Company had two customers that represented 16.5% and 14.9% of the total accounts receivable as of December 31, 2014, while one customer had 10.5% of the total accounts receivable as of December 31, 2013. The Company’s largest vendor represented 23.8% and 26.4% of total vendor payments for the years ended December 31, 2014 and 2013, respectively. Recent Accounting Pronouncements In May 2014, the FASB issued guidance creating Accounting Standards Codification ("ASC") Section 606, "Revenue from Contracts with Customers". The new section will replace Section 605, "Revenue Recognition" and creates modifications to various other revenue accounting standards for specialized transactions and industries. The section is intended to conform revenue accounting principles with a concurrently issued International financial Reporting Standards with previously differing treatment between United States practice and those of much of the rest of the world, as well as, to enhance disclosures related to disaggregated revenue information The updated guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. The Company will adopt the new provisions of this accounting standard at the beginning of fiscal year 2017, given that early adoption is not an option. The Company will further study the implications of this statement in order to evaluate the expected impact on its financial statements. In August 2014, the FASB issued ASU No. 2014-15 "Presentation of Financial Statements-Going Concern." The provisions of ASU No.2014-15 require management to assess an entity’s liability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. audit standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require evaluation of every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt in not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of ASU No. 2014-15 on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |