10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 10-K/A

(Amendment No. 1) 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2015

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________  to ______

Commission File Number 33-42498

QUADRANT 4 SYSTEM CORPORATION

(Exact name of registrant as specified in its charter) 

Illinois	65-0254624
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 1501 E. Woodfield Road, Suite 205 S, Schaumburg, Illinois, 60173

 (Address of principal executive offices) 

(855) 995-7367

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: 

Title of each class  Common stock par value $0.001 per share Name of each exchange on which registered N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.		Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.		Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.		Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).		Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.		☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large accelerated filer  ☐ Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Accelerated filer   ☐ Smaller reporting company  ☒
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 126.2 of the Securities Exchange Act of 1934).		Yes ☐ No ☒

The aggregate market value of common stock held by affiliates of the Registrant on June 30, 2015 based on the closing price on that date of $0.42 on the OTC was $20,125,498.68.  For the purposes of calculating this amount only, all directors, executive officers and shareholders owning in excess of five percent (5%) of the Registrant’s outstanding common stock have been treated as affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. 

The number of shares of common stock outstanding as of March 25, 2016 was 108,861,774. 

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.

EXPLANATORY NOTE FOR AMENDMENT NO. 1:

QUADRANT 4 SYSTEM CORPORATION (the “Company” or “we”) is filing this Amendment No. 1 on Form 10-K/A to amend and restate in their entirety the following Items in our Annual Report on Form 10-K for the year ended December 31, 2015 as originally filed with the Securities and Exchange Commission on March 28, 2016 (the “Original Form 10-K”) in order to correct required information in the Original Form 10-K as follows:

(i) Cover Page: Title of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “1934 Act”) and aggregate market value of common stock held by affiliates of the Registrant.

(ii) Part II, Item 8 (Financial Statements), for the purposes of (a) adding disclosures regarding related party transactions as set forth in Note 14 thereto, (b) correcting Note 11 to reflect that our Articles of Incorporation do not provide for the issuance of preferred stock and (c) correcting Note 14 to provide additional information regarding our relationship with a key subcontractor.

(iii) Part II, Item 9B (Other Information), Part IV, Item 15 (Exhibits, Financial Statement Schedules) and Exhibits 3.1 and 3.2 to attach copies of the Company’s Articles of Incorporation and Bylaws.

(iv) Part III, Item 10 (Directors and Executive Officers of the Registrant) to (a) correct the ages of the directors, (b) remove disclosures regarding the beneficial ownership of our common stock by our directors and executive officers, which disclosure have been corrected and incorporated into Item 12 of this Amendment, and (c) correct disclosures regarding compliance of our directors and executive officers with the requirements of Section 16(a) of the 1934 Act.

(v) Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters) to correct the disclosure of the beneficial ownership of our common stock.

(vi) Part III, Item 13 (Certain Relationships and Related Transactions) to provide revised disclosure of relationships and transactions with related parties.

No other portions of such Items as set forth in the Original Form 10-K, and no other Items of the Original Form 10-K, were affected by such changes.  This report on Form 10-K/A is presented as of the filing date of the Original Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the foregoing matters.  This Amendment should be read in conjunction with the Original Form 10-K, which continues to speak as of the date thereof.

2

PART II

ITEM 8.                     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm - 2015 and 2014	F-1
Consolidated Balance Sheets as of December 31, 2015 and 2014	F-2
Consolidated Statements of Operations for the years ended December 31, 2015 and 2014	F-3
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015 and 2014	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014	F-5
Notes to Consolidated Financial Statements	F-6

3

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Quadrant 4 System Corporation and Subsidiaries as of December 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended. Quadrant 4 System Corporation’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standard require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Quadrant 4 System Corporation and Subsidiaries as of December 31, 2015 and 2014 and the results of their consolidated operations and their consolidated cash flows for each of the years in the two year period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

/s/ Schulman Lobel Zand Katzen Williams & Blackman LLP

New York, NY

March 28, 2016, except as to Notes 11 and 14, which is as of September 22, 2016

F-1

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2015			2014
ASSETS
Current Assets
Cash	$	246,492		$	2,285,557
Accounts and unbilled receivables (net of allowance for doubtful accounts of $550,000 and $810,000 at December 31, 2015 and December 31, 2014, respectively)		9,555,725			10,118,816
Inventory		95,400			-
Other current assets		148,076			233,789
Total current assets		10,045,693			12,638,162
Intangible assets, customer lists and technology stacks – net		11,566,643			12,479,737
Goodwill		2,004,600			-
Equipment under capital lease – net		366,961			-
Equipment – net		168,169			35,931
Long-term assets
Software development costs – net		11,357,524			5,146,047
Deferred financing costs – net		356,979			600,583
Deferred licensing and royalty fees – net		960,000			1,200,000
Other assets		327,329			361,464
TOTAL ASSETS	$	37,153,898		$	32,461,924
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	5,652,257		$	4,413,094
Note payable – revolver		7,601,904			6,750,050
Earn outs payable		343,075			-
Current obligation under capital lease		152,640			-
Current maturities - long term debt, net of debt discount of $31,945		2,637,344			650,810
Total current liabilities		16,387,220			11,813,954
Non-current obligation under capital lease		162,149			-
Long-term debt, less current maturities, net of debt discount of $197,333		4,338,763			5,834,688
Total liabilities		20,888,132			17,648,642
Stockholders' Equity
Common stock - $0.001 par value; authorized: 200,000,000 shares: issued and outstanding 108,861,774 and 102,661,774 shares at December 31, 2015 and December 31, 2014, respectively		108,862			102,662
Additional paid-in capital		35,194,180			33,231,980
Accumulated deficit		(19,037,276	)		(18,521,360	)
Total stockholders' equity		16,265,766			14,813,282
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	37,153,898		$	32,461,924

See notes to the consolidated financial statements.

F-2

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years ended December 31,
	2015			2014
Revenue	$	52,038,044		$	48,492,349
Cost of revenue		31,168,394			30,917,470
Gross margin		20,869,650			17,574,879
Operating expenses:
General and administrative expenses		(12,353,824	)		(8,467,919	)
Research and development		(1,849,389	)		(2,655,980	)
Amortization, depreciation and impairment expense/loss		(5,238,582	)		(5,642,942	)
Interest expense		(1,943,771	)		(1,877,406	)
Total		(21,385,566	)		(18,644,247	)
Net loss before income taxes		(515,916	)		(1,069,368	)
Provision for income taxes		-			-
Net loss	$	(515,916	)	$	(1,069,368	)
Net loss per common share – basic and diluted	$	*			(0.01	)
Weighted average common shares – basic and diluted	$	103,754,377			102,024,778

*Less than $0.01, per share

See notes to the consolidated financial statements

F-3

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Years ended December 31, 2015 and 2014

			Common		Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Stock		Capital		(Deficit)			Equity
Balance, December 31, 2013		92,466,690	$	92,467	$	27,063,188	$	(17,451,992	)	$	9,703,663
Sale of common stock		1,874,584		1,875		1,122,876		-			1,124,751
Shares issued for services		451,055		451		119,865		-			120,316
Shares issued for loan extension		350,000		350		139,650		-			140,000
Shares issued and warrants granted for acquisition of assets		4,519,445		4,519		2,997,401		-			3,001,920
Shares issued for licensing fee		3,000,000		3,000		1,197,000		-			1,200,000
warrants granted with notes payable		-		-		592,000		-			592,000
Net loss – 2014		-		-		-		(1,069,368	)		(1,069,368	)
Balance, December 31, 2014		102,661,774	$	102,662	$	33,231,980	$	(18,521,360	)	$	14,813,282
Shares issued for acquisition of assets		4,750,000		4,750		972,750		-			977,500
Shares issued for services and employees		1,450,000		1,450		325,050		-			326,500
Warrants granted		-		-		664,400		-			664,400
Net loss – 2015		-		-		-		(515,916	)		(515,916	)
Balance, December 31, 2015		108,861,774	$	108,862	$	35,194,180	$	(19,037,276	)	$	16,265,766

See notes to the consolidated financial statements

F-4

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended December 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(515,916	)	$	(1,069,368	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization, impairment and depreciation expense		5,238,582			5,642,942
Deferred license cost		240,000			-
Provision for doubtful accounts		(260,000	)		8,409
Issuance of stock for services and loan extension		326,500			260,316
Issuance of warrants for services		664,400			-
Changes in assets and liabilities, net of the effect of the acquisitions
Accounts and unbilled receivables		978,124			(4,311,076	)
Inventory		(95,400	)		-
Other current assets		(69,151	)		(63,436	)
Software development costs		(6,516,889	)		(1,890,000	)
Deferred finance costs		243,604			(546,667	)
Other assets		44,999			(72,792	)
Obligation under capital lease		314,789			-
Debt discount		-			(592,000	)
Accounts payable and accrued expenses		(2,080,934	)		(851,725	)
Net cash used in operating activities		(1,487,292	)		(3,485,397	)
Cash flows from investing activities:
Purchase of equipment		(523,470	)		(20,440	)
Acquisition of assets – net cash paid		(370,766	)		-
Net cash used in investing activities		(894,236	)		(20,440	)
Cash flows from financing activities:
Proceeds from sales of common stock		-			1,124,751
Proceeds from notes payable – other		-			4,100,000
Borrowings on revolver		51,838,143			41,087,708
Repayments of revolver		(50,986,289	)		(38,668,233	)
Payments of long-term debt		(509,391	)		(2,750,047	)
Net cash provided by financing activities		342,463			4,894,179
Net (decrease)/increase in cash		(2,039,065	)		1,388,342
Cash – beginning of year		2,285,557			897,215
Cash – end of year	$	246,492		$	2,285,557
Supplemental disclosure of cash flow information
Interest	$	1,848,331		$	1,367,559
Income Taxes	$	-		$	-
Supplemental disclosure for Investing activities:
Assets acquired
Inventory	$	90,442		$	-
Current assets		164,196			-
Equipment		90,721			-
Customer list and relationship		3,661,479			-
Goodwill		2,004,600			-
Total assets acquired		6,011,438			-
Purchase of assets funded by:
Accrued Liabilities		3,263,172			-
Subordinate debt		1,000,000			-
Common stock par value $0.001 per share, 4,750,000 shares		977,500			-
Contingent earn-out payments		400,000			-
		5,640,672			-
Net Cash paid	$	370,766		$	-

See notes to the consolidated financial statements.

F-5

QUADRANT 4 SYSTEM CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

Quadrant 4 System Corporation (sometimes referred to herein as “Quadrant 4” or the “Company”) was incorporated by the Florida Department of State on May 9, 1990 as Sun Express Group, Inc. and changed its name on March 31, 2011. The Company changed its domicile to Illinois on April 25, 2014. The Company generates revenue from clients located mostly in North America operating out of multiple office locations in the United States. In addition, the Company’s revenues are derived from a few select industries pertaining to information technology, consulting, professional services and vertical cloud platforms that include a large number of participants and are subject to rapid change.

Operations

The Company is engaged in the Information Technology sector as a provider of Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) systems to the health insurance (QBIX/QHIX), media (QBLITZ) and education (QEDX) verticals (collectively “Platforms”). Along with these platforms, we also provide relevant services that leverage on our proprietary Social Media, Mobility, Analytics and Cloud (SMAC) technology stack. Our core services include Consulting, Application Life Cycle Management, Enterprise Applications & Data Management, Mobility Applications and Business Analytics (collectively “Consulting”). We blend these services with our technology platforms to offer client specific and industry specific solutions to Healthcare, Media, Education, Retail and Manufacturing industry segments (collectively “Solutions”). Consulting and Solutions are grouped together as “Services”.

The Company generates revenues principally from two broad segments, namely Services and Platforms. The Services component includes Consulting that bills on a time & material basis; Solutions that bills on time & material basis; and managed services that bills fixed monthly fees and provides pre-determined services.  The Platform segment bills on transaction basis such as per member per month enrolled for the QBIX/QHIX; per bandwidth consumed for the QBLITZ; and per student per month for the QEDX platforms. The QBIX revenue stream started in 2015. The Company anticipates to increase the Platform based revenues in 2016.

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. As of January 1, 2015, the two wholly owned subsidiaries have been merged with Quadrant 4 System Corporation. All intercompany transactions for 2014 have been eliminated.

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.

F-6

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 14). 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. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are removed from the appropriate amounts and any profit or loss on the sale or disposition of assets is credited or charged to income.

Inventory

Inventory consists primarily of manufactured and preassembled units ready for distribution. Inventory is stated at the lower of cost (first-in, first-out) or market. In evaluating whether inventory is stated lower of cost or market, management considers such factors as the amount of inventory on hand and the distribution channel, the estimated time to sell such inventory, and the current market conditions. Adjustments to reduce inventory to its net realizable value are charged to cost of goods sold.

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 with the September 30, 2015 quarter. 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 years ranging from 2 to 5 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 years ranging from 2 to 7 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 components of the product or process have been completed are capitalized as software development costs. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years and are recorded in amortization expense which started during 2015 when the platforms first became available 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.

F-7

The Company’s Product Development and R&D are carried out by both our employees in the US as well as outsourced contractors in India. The US employees mainly focus on the domain, market relevance, feasibility and possible pilots/prototypes. The Indian contractors mostly focus on execution in terms of software development and testing.

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 9).

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 deferred licensing fee is being amortized over a period of five years.

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, 2015 and 2014.

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.

Goodwill

In connection with the Company's acquisitions, valuations are usually completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operation, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired.

Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values.

F-8

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. The Company specifically recognizes three kinds of revenues:

1.	Time & material - consulting and project engagements fall in this category and revenues are recognized when the client signs and approves the time sheet of consultants who have completed work on their assignment.
2.	Managed services – engagements where the Company bills a fixed contracted amount per billing period for the defined services provided such as software maintenance, break-fix and hosting services. The client provides no acknowledgement of delivery since the agreed upon service level agreements determine any service deficiencies. Any service deficiencies are addressed within the normal course of the engagement. Since the revenue is not subject to forfeiture, refund or other concession and all delivery obligations are fulfilled and the fee is fixed and determinable, the Company follows the guidance under FASB ASC 985-605 to recognize the revenues.
3.	Software As A Service – subscription revenues for using the Company’s software platforms will fall in this category. The Company recognizes the revenues for each period using the starting and ending average of subscriber fees during the billing period.  The objective of the period average is to accommodate frequent changes such as new hires, terminations, and/or births/deaths on our QHIX health insurance platform. Our platforms automatically determine the average users and no further acknowledgement is required from the clients to recognize these revenues.

As of December 31, 2015 and 2014, the Company does not have any multiple-element revenue streams.

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, 2015 and 2014, there were 20,096,454 and 17,588,760 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. All derivative instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent for holding them. We record our interest rate and foreign currency swaps at fair value based on discounted cash flow analysis and for warrants and other option type instruments based on option pricing models. The changes in fair value of these instruments are recorded in income or expense.

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.

F-9

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.

The Company’s largest customer represented 14.9% and 13.7% of consolidated revenues and 15.8% and 7.8% of accounts receivable as of and for the years ended December 31, 2015 and 2014, respectively.  The Company had one customer that represented 15.8% of the total accounts receivable as of December 31, 2015, while one customer had 10.5% of the total accounts receivable as of December 31, 2014. The Company’s largest vendor represented 30.7% and 23.8% of total vendor payments for the years ended December 31, 2015 and 2014, 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.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial positions. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods permitted.

In February 2016, the FASB issued ASU 2016-02, Leases, which is intended to improve financial reporting for lease transactions by increasing transparency and comparability among organizations. The guidance in ASU No. 2016-02 requires a lessee to recognize the following at the commencement date for all leases with lease terms of more than 12 months: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The guidance in ASU No 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Management is currently assessing the impact the guidance will have upon adoption.

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.

F-10

NOTE 3 – ACQUISITIONS

On May 1, 2014, the Company acquired certain technology assets specific to media platforms for a total consideration of 4,444,445 shares priced at $0.45/share aggregating to $2,000,000 which was capitalized in 2014 as part of the technology stacks, and 2 million warrants exercisable over 3 years, with an exercise prices of $0.50 and $0.10, per share. The value of the warrants, using Black Scholes model is $977,171 which was capitalized in 2014 as part of the technology stacks. These assets are critical to executing the long-term sales contract that the Company signed effective May 1, 2014 to provide media platform services valued up to $50,000,000 over five years to an existing client.

Brainchild Corporation

On January 1, 2015, the Company completed the acquisition of 100% of the outstanding stock of Brainchild Corporation ("Brainchild").  Brainchild based in Naples, Florida is a leading provider of web-based and mobile learning solutions for kindergarten through high school, grades K-12.  The acquisition of Brainchild includes technology, staffing and software solutions developed for providing its educational solutions.

This acquisition represents the Company’s entry into its newest vertical. This will not change the Company’s business model since the Company intends to leverage its experience in building and operating cloud-based exchanges for healthcare and media to the education market.  The Company believes there is a growing demand for platforms that will bring together the delivery of digital instructional content, assessments and analysis of student information and performance data by educators in K-12 schools throughout the US.

The Company paid $500,000 in cash, less certain loan balances at closing; issued 250,000 shares of the Company’s common stock with a buy back at thirty-six months at a guaranteed valuation of $2.00, per share, and a note for $1,000,000 for thirty-six months with interest at 8%, per annum.  In addition, the Agreement calls for a performance based earn-out of up to $400,000, as defined, to be paid on a semi-annual basis on January 1 and July 1 each year based on actual cash received from the sale of units during the period. As of December 31, 2015, the Company has paid $80,469 as performance based earn-out in cash. The Seller has the option to receive any or all of the earn-out payment in common stock of the Company priced at a five trading day average price, as defined. On January 20, 2015, the Company merged Brainchild with its parent.

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2014 and includes the amortization of acquired intangibles.

	2014
Gross Sales:	$	50,482,572
Net Loss:	$	(2,119,398	)

DialedIn Corporation

On December 1, 2015, the Company acquired 100% shares of DialedIn Corporation and merged it with the Company. DialedIn built a platform to create, distribute and track enterprise communications. DialedIn’s platform allows organizations to better communicate internally and improve sales and marketing communications by developing web-based, interactive communications and provides in-depth insights into audience engagement.

The Company issued 4,000,000 shares of the Company’s common stock, valued at $760,000, in exchange for all the assets and liabilities of DialedIn Corporation. Each outstanding share of stock of DialedIn was cancelled and converted into the right to receive stock of the Company as defined.

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2015.

	December 31, 2015
Gross Sales:	$	52,248,554
Net Loss:	$	(1,605,980	)

The Company calculated the significance of the acquisition based upon the past five year’s losses and determined that audited financial statements were not required.

F-11

DUS Corporation

Effective October 1, 2015, the Company entered into an asset purchase agreement with DUS Corporation to acquire certain assets, properties and rights connected with the Intelligent Help Desk business, subject to certain liabilities totaling $2,950,000, for 500,000 shares of the Company's stock valued at $75,000. The business provides help desk support services for purchasers of hardware and software solutions. The seller agreed to a non-compete clause for a period of three years. The Company obtained a valuation report from a consultant who it hired to perform the allocation of the DUS purchase price.

Since the Company recorded goodwill of $2,004,600 in connection with its acquisition of DUS on October 1, 2015, the Company has determined that no impairment testing was deemed necessary at December 31, 2015.

The table below summarizes the allocation of the purchase price of the acquisition over the estimated fair values of the assets acquired and liabilities assumed.

Fair value of consideration transferred from the acquisitions:
	Brainchild			DialedIn			DUS			Total
Cash	$	500,000		$	-		$	-		$	500,000
Subordinated debt		1,000,000			-			-			1,000,000
Common stock		142,500			760,000			75,000			977,500
Contingent earn-out payments		400,000			-			-			400,000
	$	2,042,500		$	760,000		$	75,000		$	2,877,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	30,272		$	98,962		$	-		$	129,234
Customer lists/Technology intangibles, net		649,265			695,339			-			1,344,604
Inventory		90,442			-			-			90,442
Deposits		2,000			7,163			-			9,163
Accounts receivable		121,715			33,318			-			155,033
Fixed assets		12,045			3,676			75,000			90,721
Accounts payable and accrued liabilities		(151,774	)		(161,398	)		(2,950,000	)		(3,263,172	)
Sub total		753,965			677,060			(2,875,000	)		(1,443,975	)
Excess of purchase price allocated to intangible assets		1,288,535			82,940			945,400			2,316,875
Excess of purchase price allocated to Goodwill		-			-			2,004,600			2,004,600
Total	$	2,042,500		$	760,000		$	75,000		$	2,877,500

NOTE 4 – INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS

As of December 31, 2015 and 2014, intangible assets consisted of the following:

	December 31, 2015							December 31, 2014
	Gross		Accumulated amortization			Balance		Gross		Accumulated amortization			Balance
Customer list
Services	$	24,217,238	$	(21,129,178	)	$	3,088,060	$	23,281,196	$	(19,145,168	)	$	4,136,028
Education		290,670		(58,140	)		232,530		-		-			-
Media		1,639,750		(1,169,008	)		470,742		1,639,750		(797,808	)		841,942
		26,147,658		(22,356,326	)		3,791,332		24,920,946		(19,942,976	)		4,977,970
Technology stack
Services	$	7,237,637	$	(4,892,300	)	$	2,345,337	$	6,450,000	$	(3,797,411	)	$	2,652,589
Education		1,647,130		(235,308	)		1,411,822		-		-			-
Health		175,000		(74,988	)		100,012		175,000		(49,992	)		125,008
Media		5,642,171		(1,724,031	)		3,918,140		5,642,171		(918,002	)		4,724,169
		14,701,938		(6,926,627	)		7,775,311		12,267,171		(4,765,404	)		7,501,767
Total	$	40,849,596	$	(29,282,953	)	$	11,566,643	$	37,188,117	$	(24,708,380	)	$	12,479,737

F-12

For the years ended December 31, 2015 and 2014, the changes in intangible assets were as follows:

	2015			2014
Balance, January 1,	$	12,479,737		$	15,058,253
Additions		3,661,477			3,001,921
Impairment of assets		(170,951	)		-
Amortization		(4,404,620	)		(5,580,437	)
Balance, December 31,	$	11,566,643		$	12,479,737

For the years ended December 31, 2015 and 2014, amortization expense was $4,404,620 and $5,580,437, respectively. For the years ended December 31, 2015 and 2014, the Company recognized an impairment loss of $170,951 and nil respectively. The impairment loss in 2015 pertains to the reduction in revenue from the acquired customers which was calculated using the present value of future cash flows.

As of December 31, 2015, the estimated aggregated amortization expense for each of the five succeeding years is as follows:

Year	Amount
2016	$	3,742,540
2017		3,510,211
2018		1,477,145
2019		1,364,959
2020		913,616
2021 and thereafter		558,172
Total	$	11,566,643

NOTE 5 – SOFTWARE DEVELOPMENT COSTS

The Company specifically recognizes capitalized software costs by its product platforms as follows:

	December 31, 2015										December 31, 2014
	Gross			Accumulated amortization				Balance			Gross			Accumulated amortization			Balance
QBIX		$	1,527,060		$	(305,412	)		$	1,221,648		$	1,427,485		$	-		$	1,427,485
QHIX			4,823,355			-				4,823,355			3,121,313			-			3,121,313
QBLITZ			3,879,899			-				3,879,899			597,249			-			597,249
QEDX			1,432,622			-				1,432,622			-			-			-
		$	11,662,936		$	(305,412	)		$	11,357,524		$	5,146,047		$	-		$	5,146,047

For the year ending December 31, 2015, the change in Software Development costs was as follows:

Balance, January 1,	$	5,146,047
Additions		6,516,889
Impairment of assets		-
Amortization		(305,412	)
Balance, September 30,	$	11,357,524

Amortization expenses on software development cost was $305,412 and nil for the years ending December 31, 2015 and 2014, respectively.

F-13

The Company began amortizing the QBIX platform development costs in 2015. The Company anticipates the QHIX and QEDX platforms to be offered for sale starting in the first quarter of 2016 and for QBLITZ starting in year 2018. As of December 31, 2015, the estimated aggregated amortization expense for each of five succeeding years is as follows:

Year	Amount
2016	$	1,556,604
2017		1,556,604
2018		2,332,584
2019		2,332,584
2020		2,027,189
2021 and thereafter		1,551,959
Total	$	11,357,524

NOTE 6 – INVENTORY

Inventory consists of the following:

Description	December 31, 2015
Hardware Assessment Devices	$	82,574
Display Devices		9,431
Accessories – Power adaptors & Cables		3,395
	$	95,400

NOTE 7 – EQUIPMENT

Equipment consists of the following:

Description of Cost	December 31, 2015			December 31, 2014
Furniture & fixtures	$	35,993		$	5,000
Leasehold improvements		33,311			-
Computing equipment		594,319			44,431
Total		663,623			49,431
Less: Accumulated depreciation		(128,493	)		(13,500	)
Balance	$	535,130		$	35,931

Description	December 31, 2015		December 31, 2014
Equipment – net	$	168,169	$	35,931
Equipment under capital lease – net		366,961		-
	$	535,130	$	35,931

Depreciation expense was $114,993 and $6,000 for the years ended December 31, 2015 and 2014, respectively.

NOTE 8 – NOTE PAYABLE - REVOLVER

In October 2014, the Company refinanced its factoring facility and replaced it with a new Asset Based Lending (ABL) revolver bank facility that has a term of 36 months and a maximum line of $10,000,000. The ABL was priced at 4.5% over 30-day LIBOR (with a minimum floor of 2%) plus an administrative fee of 0.1% per month on the outstanding balance and 0.084% per month on the unused portion of the revolver. As of December 31, 2015, the Company has borrowings of $7,601,904 on the Revolver.

The Company has agreed for two specific financial covenants that include (a) Fixed Charge Coverage Ratio for trailing 12 months cannot be less than 1.3 and 1.0. Fixed Charge Coverage Ratio being defined as the ratio of Operating Cash Flows to Fixed Charges; and (b) Total Leverage Ratio for the trailing 12 months to be between 1.0 and 3.0. Total Leverage Ratio being defined as the ratio of Total Debt to EBITDA. As of December 31, 2015, the Company is in compliance with the two specific financial covenants. 

As of December 31, 2014, the Company was in compliance with the two specific financial covenants, however, the Company did not meet providing a copy of the audited consolidated financial statements to the bank within 90 days of its year-end. In addition, the Company’s December 31, 2014 borrowing base report that was provided to the bank was subsequently discovered to have been calculated incorrectly.

F-14

In addition, the Company entered into a term loan commitment with the lender for $3,000,000 (Note 9).

All borrowings under this revolving line of credit are collateralized by the accounts receivable and substantially all other assets of the Company.

In connection with the financing, the Company incurred legal, loan origination and advisory expenses totaling $600,583 which has been recorded as deferred financing costs and are being amortized over three years as interest expense. Amortization for the years ending December 31, 2015 and 2014 on the deferred financing costs is $141,382 and $56,505,respectively.

In addition, the Company entered into an advisory agreement on April 6, 2014 with a financial advisor to facilitate arranging the financing. A termination fee of $560,000 incurred as a result of the change in lenders has been expensed as interest expense for the year ending December 31, 2014.

NOTE 9 – LONG-TERM DEBT

As of December 31, 2015 and 2014, long-term debt consisted of the following:

	December 31, 2015			December 31, 2014
Note payable due December 31, 2017, as extended, plus interest at 6.5% per annum (a)	$	3,117,538		$	3,117,538
Note payable due October 1, 2017, plus interest at approximately 10% per annum (b)		1,825,447			2,853,571
Note payable due July 1, 2016, plus interest at 8% per annum (c)		1,232,000			1,100,000
Note payable due December 31, 2017, plus interest at 8% per annum (d)		1,000,000			-
Note payable due September 23, 2018, plus interest at 6.7% per annum (e)		30,400			-
		7,205,385			7,071,109
Less: Debt Discount		(229,278	)		(585,611	)
Total		6,976,107			6,485,498
Less: Current maturities, net of debt discount of $31,945		(2,637,344	)		(650,810	)
Total long-term debt	$	4,338,763		$	5,834,688

(a) In December 2013, $2 million of the original $5,000,000 Promissory note was converted to 3,333,334 shares of common stock (at $0.60/share) with 1,666,667 warrants exercisable at $1/share through December 31, 2018. The warrant was valued using the Black Scholes Option Pricing model and the Company recorded additional interest related to the conversion of debt and grant of warrants of $1,350,000. In March 2014, the note was extended to December 31, 2015 without any further considerations. On October 1, 2014, the note was extended to December 31, 2017 with the new interest rate at 6.5%. Additionally, 350,000 shares of common stock was granted as consideration for the extension.

(b) In October 2014, the Company entered into a term loan for $3,000,000. The term loan was priced at 8% over 30-day LIBOR (with a minimum floor of 2%) with a term of 36 months. The term loan, as amended, is payable over three years, $83,928.57/month from January 1, 2015 through and including December 1, 2015, and $104,910.71/month from January 1, 2016 through maturity. The Company also issued 250,000 warrants, exercisable at $0.60/share for five years.

The Company calculated the fair value of the warrant as $119,991, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.48, per share; volatility of 355%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the term note. The allocated value of the warrant of $115,000 has been recorded as a discount on the term note payable and will be amortized over three years as interest expense.

(c) In December 2014, the Company entered into a securities purchase agreement for a senior debenture in the amount of $1,232,000 at 8%. The senior debenture does not contain a provision for the debt to be converted into shares of the Company’s common stock. Interest is payable on October 1, 2015 with principal payments of 25% on 1/1/2016, 25% on 4/1/2016 and the remaining 50% on 7/1/2016. The Company issued 2,053,333 warrants priced at $0.60/share. The Company is obligated to issue additional 2,053,333 warrants priced at $0.60/share in the event of a default.

The Company calculated the fair value of the warrant as $841,771, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.41, per share; volatility of 349%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the note payable. The allocated value of the warrant of $477,000 has been recorded as a discount on the note payable and will be amortized over eighteen months as interest expense.

F-15

(d) In January 2015, the Company issued a subordinated note for $1,000,000 with an interest rate of 8% to be amortized quarterly over eighteen months beginning July 1, 2016.

(e) On September 23, 2015, the Company issued an unsecured note for $32,898 at an interest rate of 6.7%, payable over 36 months.

Maturities of long term debt are as follows for the years ended December 31,

Year	Amount
2016	$	2,834,677
2016 (Less: Debt Discount)		(197,333	)
2017		4,361,855
2017 (Less: Debt Discount)		(31,945	)
2018		8,853
	$	6,976,107

A termination fee of $560,000 incurred as a result of the change in lenders has been expensed as interest expense for the year ending December 31, 2014.

NOTE 10 – FAIR VALUE

Fair Value

The Company’s financial instruments consist primarily of receivables, accounts payable, accrued expenses and short-term and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates its fair value because of the short-term maturity of such instruments. In addition, the Company believes that its short and long term debt terms are commensurate with market terms for similar instruments and approximate fair value.

The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) . The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the consolidated balance sheet at fair value are categorized based on a hierarchy of inputs, as follows:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2	Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or the asset or liability, either directly or indirectly through market corroboration; and
Level 3	Unobservable inputs for the asset or liability.

As of December 31, 2015 and 2014, the Company did not have any assets and or liabilities subject to the fair value hierarchy.

F-16

NOTE 11 – STOCKHOLDERS' EQUITY

Sales of Common Stock 

During 2015, the Company issued the following shares of restricted stock:

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		4,750,000	$	977,500	$	0.21
Employee performance bonus		1,000,000	$	190,000	$	0.19
Various services		450,000	$	136,500	$	0.30
Totals		6,200,000	$	1,304,000	$	0.21

During 2014, the Company issued the following shares of restricted stock:

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		7,519,445	$	3,224,750	$	0.57
Financing charges		350,000	$	140,000	$	0.40
Various services		451,055	$	120,317	$	0.27
Warrant exercise		1,874,584	$	1,124,750	$	0.60
Totals		10,195,084	$	4,609,817	$	0.45

Warrants

The Company has outstanding the following warrants to purchase the Company’s common stock as of December 31,

	2015		2014
Financing and stock subscriptions		8,579,030		8,579,030
Note Extensions		2,843,064		2,843,064
Management		7,007,693		4,500,000
Debt conversion		1,666,668		1,666,667
Total Reserved		20,096,454		17,588,761

A summary of warrant issuances based on common stock equivalents is as follows:

	Number of Shares			Exercise Price		Weighted Average Exercise Price
Balance at December 31, 2012		12,026,678		$	0.36 – 0.60	$	0.51
Warrants exercised		(1,700,000	)
Warrants expired		-
Warrants issued to management		2,500,000		$	0.10
Warrants issued for debt conversion		1,666,667		$	0.36
Warrants issued with stock subscription		666,667		$	0.36
Balance at December 31, 2013		15,160,012		$	0.10 – 0.36	$	0.47
Warrants exercised		(1,874,584	)		0.60
Warrants expired		-
Warrants issued to management		2,000,000		$	0.10
Warrants issued for financing		2,303,333		$	0.60
Balance at December 31, 2014		17,588,761		$	0.10 – 0.60	$	0.55
Warrants exercised		-
Warrants expired		-
Warrants issued to management		50,000		$	0.10
Warrants issued to management		2,507,693		$	0.01
Balance at December 31, 2015		20,096,454		$	0.01 – 0.10	$	0.48

F-17

All outstanding warrants are currently exercisable.  A summary of outstanding common stock warrants at December 31, 2015 follows:

Number of Common Stock Warrants		Expiration Date	Remaining Contractual Life (Years)		Exercise price
	3,400,000	10/25/2016		0.8	$	0.60
	446,042	10/25/2016		0.8	$	0.60
	281	10/25/2016		0.8	$	0.60
	1,333,333	12/26/2016		1.0	$	0.36
	2,000,000	5/1/2017		1.3	$	0.10
	629,371	10/25/2017		1.8	$	0.36
	2,059,734	12/31/2017		2.0	$	0.36
	583,333	12/31/2017		2.0	$	0.36
	50,000	12/31/2017		2.0	$	0.10
	2,500,000	7/1/2018		2.5	$	0.10
	1,666,667	12/31/2018		3.0	$	0.36
	666,667	12/31/2018		3.0	$	0.36
	250,000	10/28/2019		3.8	$	0.60
	2,053,333	12/22/2019		4.0	$	0.60
	1,153,847	10/8/2020		4.8	$	0.01
	1,153,846	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	20,096,454

On December 31, 2015, the Company changed the exercise price on certain warrants to purchase the Company’s common stock from $1.00 per share to $0.36 per share. Since the calculated Black Scholes value of these warrants decreased, no change was recorded.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating Leases:

The Company has entered into office leases at various locations as follows:

Date	Term (Years)	Location	Expiration
09/2012	5	NJ	08/31/2016
06/2013	5	MI	10/31/2018
07/2014	3	GA	08/31/2017
12/2014	4	CA	04/30/2019
06/2015	7	IL	12/31/2022

The Company also added certain facilities (FL and NV) as a month to month basis. As of December 31, 2015 the Company’s future minimum lease payments are as follows:

Year Ending December 31,	Amount
2016	$	162,141
2017		162,871
2018		122,521
2019		59,533
2020 and beyond		88,154
	$	$595,220

Rent Expense for the years ended December 31, 2015 and 2014 were $403,541 and $241,298, respectively.

F-18

Capital Lease:

Effective February 1, 2015, the Company entered into a business lease agreement for computer hardware equipment with monthly payments of $13,926 for a term of three years with a $1.00 end-of term purchase option.

In accordance with FASB ASC 840, Leases, the Company has recorded this capital lease asset and capital lease obligation initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments. As of December 31, 2015, the equipment of $458,701 less accumulated depreciation of $91,740 had a net book value of $366,961.

The following is a schedule of future minimum lease payments as of December 31, 2015.

Year ending December 31,
2016	$	167,114
2017		167,114
Total minimum lease payments		334,228
Less: amount representing interest		(19,694	)
Present value of net minimum lease payments, presented as current and non-current obligations under capital leases of $152,640 and $162,149, respectively.	$	314,534

Investor relations consulting Agreement:

On January 14, 2015 Company entered into an Investor Relations Consulting Agreement (Agreement) with an investor relations firm to provide consulting services regarding markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business. The Agreement was for the term of twelve months in exchange for 50,000 shares of the Company’s restricted stock, valued at $24,500.

Legal:

On May 13, 2014, a claim was filed against the Company in the Superior Court of California, County of Santa Clara arising from a collections dispute related to vendors of an acquisition target of the Company. All Plaintiffs were vendors of the target and are seeking recovery of approximately $222,000. The Company is vigorously defending their position and it is expected that the court case will remain stayed until at the earliest being the fall 2016, pending a ruling from the Appellate court. The case has been fully briefed at the Appellate level but no hearing on the matter has been set. In response to the claim, the Company has recorded an accrual in the event of legal settlement in the amount of $123,000. As of the date of this filing, the Plaintiff lost the case on NJ jurisdictional basis and have appealed in CA. The main case is on hold until the Appellate court rules.

In the normal course of business, the Company may become subject to claims or assessments. Such matters are subject to many uncertainties, and outcomes, which are not readily predictable with assurance.

NOTE 13 – INCOME TAXES

The Company and its subsidiaries filed consolidated Federal and state income tax returns. Tax years 2012, 2013, 2014 and 2015 are subject to examination by the Internal Revenue service and certain state taxing authorities. The Company does not believe there would be any material adjustments upon such examination.

As of December 31, 2015, management has determined that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements.

As of December 31, 2015 and 2014 the Company had net operating loss carryforwards of approximately $5,717,000 and $5,291,000 respectively, to reduce future Federal income tax liabilities through 2037, which under regulations of the Internal Revenue Service related to ownership changes are limited under IRC Section 382 to approximately $669,000 per year.  

As of December 31, 2015 and 2014 realization of the Company’s deferred tax assets of $5,171,000 and $3,483,000 respectively, were not considered more likely than not and, accordingly, a valuation allowance of $5,171,000 and $3,483,000 respectively, has been provided.

F-19

The net change in the valuation allowance during the year ended December 31, 2015 increased by $1,688,000 and in 2014 decreased by $6,406,000. 

	2015			2014
Amortization of intangibles	$	2,672,000		$	1,860,000
Allowance for doubtful accounts		220,000			324,000
Reserve for vacation payroll and legal settlement		79,000			79,000
Net operating loss		2,200,000			1,220,000
		5,171,000			3,483,000
Valuation allowance		(5,171,000	)		(3,483,000	)
Net deferred tax asset	$	-		$	-

For the years ended December 31, 2015 and 2014, the actual tax expense differs from the effective tax expense (benefit) based on the U. S. Federal Rate of 34%, as follows:

	2015			2014
Expected Federal tax rate		(34.0	%)		(34.0	%)
Expected state tax rate, net of Federal effect		(6.0	%)		(6.0	%)
Change in valuation allowance		40.0	%		40.0	%
		-	%		-	%

NOTE 14 – RELATED PARTY TRANSACTIONS

Q4 India

The Company’s headquarters and operations are located in the United States. However, the Company has a key supplier and subcontractor known as Quadrant 4 Software Solutions (Pvt.) Limited located in India (“Q4 India”).  The Company has no ownership, directly or indirectly, in Q4 India.  Until May 2016, Q4 India was, according to public records, wholly-owned by Stonegate Holdings, Inc., which, according to the Schedule 13G filed with the SEC by Stonegate Holdings, Inc. on May 11, 2011, is a shareholder of the Company holding 6,695,959 shares of the Company’s common stock, equal to 6.15% of the shares issued and outstanding.  According to Maryland public records, Stonegate Holdings, Inc. has been dissolved.  Based on information available to the Company, Stonegate Holdings, Inc. was acquired by another entity that has no relationship to the Company or its affiliates in or around 2010.  Stonegate Assets, Inc., which, based on information available to the Company, is an affiliate of Stonegate Holdings, Inc., holds an additional 7,000,000 shares of the Company’s common stock, equal to 6.43% of the shares issued and outstanding. The Company also markets its activities through Q4 India. Q4 India billed the Company $8,215,000 and $6,749,000 for the years ended December 31, 2015 and 2014, respectively. The Company owed Q4 India $700,000 and $630,000 as of December 31, 2015 and 2014, respectively.  The Company believes that the relationship is structured on an arm’s length basis.

The Company has entered into a long-term master services agreement with Q4 India that ends on December 31, 2018 with customary options for termination with 30 days notice. Q4 India provides captive services to the Company and is paid on a cost-plus basis. The Company is the sole customer of Q4 India. The Company paid the following amounts to Q4 India for providing different classes of services:

	Year Ending		Year Ending
Description of Cost	December 31, 2015		December 31, 2014
Client delivery and support	$	3,335,450	$	2,688,316
Platform development (capitalized by the Company)		2,340,000		1,890,000
Sales support		176,470		150,530
Back office support		2,039,990		1,642,892
Research & Development		323,090		377,262
	$	8,215,000	$	6,749,000

F-20

Surrex Solutions Corporation (Surrex)

The Company has been doing business with Surrex Solutions Corporation (Surrex), a provider of information technology consulting, project and IT staffing, and contract programming services, since 2010. The Company attempted to acquire Surrex in 2014 but subsequently abandoned the transaction. Since September 2014, the Company has provided broad management services and advice to Surrex and for the years ended December 31, 2015 and 2014, recorded approximately $3,200,000 and $1,700,000 in revenue and $517,000 and $1,491,000 in accounts receivable, respectively, from this customer. Since December 23, 2014, Philip Firrek, an independent director of the Company, has served as assignee for the benefit of creditors (akin to a bankruptcy trustee) for Surrex. Nandu Thondavadi, CEO and a director of the Company, held signatory authority on one of Surrex’s bank accounts for two months in early 2015 to ensure collection of receivables being properly credited. The Company believes that the relationship is structured on an arm’s length basis.

Core Information Technology Solutions, Inc. (CITS)

The Company has been doing business with Core Information Technology Solutions, Inc. (CITS), a provider of integration and optimization services for formative assessment solutions, technology infrastructure, management applications, special education compliance, outsourced staffing solutions and technical career education programs since early 2014. The Company entered into a licensing agreement June 2014 with Core Education and Consulting Solutions, Inc., an affiliate of CITS (both owned by Core Education Group of Singapore (CEGS)). During 2014, the Company negotiated to acquire CITS but subsequently abandoned the transaction. Since May 2014, the Company’s executive officers and directors, Nandu Thondavadi and Dhru Desai have provided management advice and consulting services to the owners of CEGS and have received compensation of $130,000, each, for the year ended December 31, 2015 and $0 in 2014 for their services. The compensation was remitted to Global Technology Ventures Corporation and Congruent Ventures LTD., inactive entities owned by Mr. Thondavadi and Mr. Desai, respectively.  The Company has been conducting regular business with CITS on an arm’s length basis and as of December 31, 2015 and 2014, recorded approximately $4,600,000 and $2,900,000 in revenue and $1,517,000 and $1,648,000 in accounts receivable, respectively, from this customer. Mr. Thondavadi and Mr. Desai have personally guaranteed various obligations of CITS, and Mr. Thondavadi held signatory authority on its bank accounts from May 2014 through April 2015 to ensure collection of receivables being properly credited.  The Company believes that the relationship is structured on an arm’s length basis.

NOTE 15 – SUBSEQUENT EVENT

Debentures:

In January 2016, the Company offered to accredited investors three-year, 9% convertible debentures (Notes) in the aggregate principal amount of up to $5,000,000. Each convertible debenture is comprised of a convertible debenture which is payable or convertible to shares of common stock of the Company at a conversion price equal to $0.70 per share. Each holder of a Note will receive a detachable warrant to purchase common stock of the Company with an exercise price of $0.75 per share. Each warrant will have a term of one year post repayment or voluntary conversion, provided that the right to exercise the warrant will terminate upon the sale of all or substantially all of the assets of the Company or a merger of the Company, as defined.

As at the time of filing, the Company has received $80,000 of subscriptions and the Company reserves the right to terminate the debenture offer before it is fully subscribed.

F-21

ITEM 9B.                  OTHER INFORMATION

We are attaching as Exhibits 3.1 and 3.2, respectively, copies of our Articles of Incorporation (as amended to date) and our Bylaws.

4

PART III

ITEM 10.                   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers of the Company are as follows:

Name	Age	Position	Period Held
Nandu Thondavadi	62	Director/CEO	2010 – Current
Dhru Desai	54	Director/CFO	2010 – Current
Thomas E. Sawyer	85	Director	2010 – Current
Eric F. Gurr	57	Director	2013 – Current
Philip Firrek	70	Director	2014 – Current

Biographical information regarding the Directors and Officers are as follows:

Nandu Thondavadi, Ph.D. is the Chief Executive Officer of the Company and is responsible for the Company’s day-to-day operations.  Prior to this, Dr. Thondavadi was the Chief Executive Officer of a global software company for over a decade. Earlier to that, Dr. Thondavadi was the Clinical Professor of Management at the Kellogg School of Management (Northwestern University, Evanston, IL) where he taught both MBA and Executive MBA classes from 1992 through 2002.  Dr. Thondavadi also previously served as Vice President for Coleman Cable Systems in North Chicago, IL from 1992 through 1995; Technical Director - Corporate Technology Center for Square D Company in Palatine, IL from 1989 through 1992 and Senior Engineering Consultant for Electronic Data Systems Corporation (EDS) in Troy, MI from 1985 through 1989.  Dr. Thondavadi received his MBA from the Kellogg School of Management in 1992; his Ph.D. in Chemical Engineering and his MS in Industrial Engineering, both from the University of Cincinnati in 1982; his M.Sc.(Tech) in 1977 and his B.Sc. (Tech) in 1975, both in Chemical Technology and both from the UDCT, Bombay University, India and his B.Sc.in Chemistry & Physics from the University of Mysore, India in 1971.

Dhru Desai is Chairman of the Board and Chief Financial Officer. Mr. Desai has successfully built both private and public companies in the IT and Telecommunications field over the past 25 years.  Early in his career, Mr. Desai was employed by ATT Bell Labs and Teradyne.   Mr. Desai was the founder and CEO of Cronus Technologies, Inc. He successfully built the industry’s first IP signaling gateway business generating over $25 million in revenues prior to divesting it to Cisco, FastCom and Advanced Fiber. In April of 2005 Mr. Desai served as Chairman of the Board of eNucleus Inc., and served in several executive capacities until he resigned on July 16, 2006. Between July 2006 and June 2009 Mr. Desai acted in the capacity of an advisor to a number of companies in the real estate and information technology sectors.  Mr. Desai has an MS in Computer Science from the Illinois Institute of Technology.

Dr. Thomas E. Sawyer, Ph.D.  is presently the Chairman/CEO of Brazil Gold Corp. a position he has held since 2009 where he is responsible for the strategic planning and organization of this small publicly-traded independent gold exploration company working in Brazil’s Western Amazon basin.  Prior to that, he was the Chairman/CEO of Innova Enterprises, Inc. from 2007 to 2009 where he led the development of patented oil purification technology to reduce waste oil and extend useful life of diesel engines and engine components.  Dr. Sawyer presently serves as a director of Digifonica International Inc., a publicly-traded company exploiting telecommunications patents related to VoIP services. a position he has held since 2007.  He is presently chair of the compensation and audit committees of Digifonica International Inc.  Dr. Sawyer also presently serves as a director of Chief Consolidated Mining, Inc., a position he has held since 2007.  In addition, Dr. Sawyer owns his own consulting business of which he is president and chief executive officer, under the name Sawyer Technologies, LLC, a business he has owned and operated since 2002.  Dr. Sawyer has also served as a trustee of the First European Investment Foundation since 2004 and a senior director of AIM Holdings LTD, Economic Research Institute since 2004.  His prior engagements were as the Chief Technology Officer of Global Light Telecommunications, Inc. from 1998 to 2002, a public company; and as the Chief Executive Officer of NACT Telecommunications, Inc. from 1988 to 1998, a public company.  Dr. Sawyer served in the executive office of three presidential administrations, including serving as a director in the Office of Economic Opportunity, Executive Offices of the President in Washington, D.C. from 1973 to 1974.  Dr. Sawyer has previously served on a number of boards of civic and charitable organizations and as a professor of Brigham Young University from 1974 t0 1978.  Dr. Sawyer received his Ph.D. in Management from Walden University and his Ph.D. in Clinical Psychology from Florida State University.  He also received an M.A. in Business/Urban Affairs from Occidental College and his B.S. in Engineering from U.C.L.A.

5

Eric F. Gurr is presently owner and sole officer of Gurr CPA, LLC, a small accounting firm based in Orem Utah, a position he has held since November 2007. This firm provides forensic accounting, business valuation, business plans, due diligence, consulting, tax planning and preparation, accounting services, wealth management, business systems support (software, hardware etc.) and other related services and has developed a niche accounting and financial services for authors. Mr. Gurr has been a licensed independent public accountant for more than 25 years. Prior to acquiring his own firm, Mr. Gurr was the CEO of NACT Holding LLC, a position he held from January 2005 through November 2007 and where he led a management-led buyout from Verso. Prior to the formation of NACT Holding LLC, Mr. Gurr was president of Verso Switching Division, a division of Verso Technologies, Inc. from February 2002 to January 2005.

Philip M. Firrek, who started his career as a Banker with American National Bank & Trust Co., Chicago, IL, is presently the managing director of Cogent Equities, LLC, a private equity firm based in Lake Forest, Illinois specializing in the purchase of underperforming loans from banks, a position he has held since January 2003. Mr. Firrek was a director of Central State Bank, State Center, Iowa, for a six year term from 2003 to 2009. Mr. Firrek also presently serves as a trustee of the Braeburn Trust, a family trust located in Delray Beach, Florida, whose major holding is IPI Medical Products, Delray Beach, Florida, a position he has held since June 2010. Prior to starting Cogent Equities, LLC, Mr. Firrek, owned two businesses, the most recent of which was American Decal & Manufacturing Co (from 1998 to 2002), a printer of license plate stickers and similar products. Mr. Firrek is a graduate of Indiana University with a BS in Business.

Each director of the Company holds such position until the next annual meeting of the Company's stockholders and until his successor is duly elected and qualified. The officers hold office until the first meeting of the board of directors following the annual meeting of stockholders and until their successors are chosen and qualified, subject to early removal by the board of directors.

The Audit Committee

The Audit Committee operates pursuant to a charter approved by the Board of Directors. The charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board of Directors in fulfilling its responsibilities for overseeing and monitoring the quality and integrity of the Company's financial statements, the adequacy of the Company's system of internal controls, the review of the independence, qualifications and performance of the Company's independent registered public accounting firm, and the performance of the Company's internal audit function.  The Audit Committee comprised solely of the audit committee chair, agrees with the Company’s assessment of its internal controls at December 31, 2015 as discussed in Item 9A. The Audit Committee was chaired by Mr. Gurr from January 1, 2013 through March 6, 2015 who was determined to be independent by the Board of Directors. Mr. Gurr resigned his position from the audit committee on March 6, 2015 and Mr. Phil Firrek was appointed as the audit committee chair on March 6, 2015. The Company's Board of Directors has determined that Mr. Firrek qualifies as an “audit committee financial expert” as defined under Item 407 of Regulation S-K of the 1934 Act.  Mr. Firrek met the current independence and experience requirements of Rule 10a-3 of the 1934 Act.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the 1934 Act requires our executive officers and directors, as well as persons who beneficially own more than 10 percent of our common stock, to file reports on their holdings of and transactions in our common stock. Based solely on a review of the copies of such forms in our possession and on written representations from the reporting persons, we believe that during the period from January 1, 2015 to December 31, 2015 no required reports were filed in a timely manner.  The number of late reports, number of transactions reported late, and failures to file reports for such period were as follows:

Reporting Person	Title	Number of Late Reports	Number of Transactions Reported Late	Number of Failures to File Reports
Nandu Thondavadi	Director/CEO	0	0	1
Dhru Desai	Director/CFO	0	0	1
Thomas E. Sawyer	Director	0	0	1
Eric F. Gurr	Director	0	0	2
Philip Firrek	Director	0	0	2

6

In addition, we determined that each of the individuals above (a) did not file an SEC Form 3 as required in connection with his election or appointment as a director or executive officer and his entry into the Section 16 reporting system, and (b) did not file SEC Form 4 as required in connection with acquisitions of shares of common stock and/or warrants to acquire common stock during earlier periods.  We believe, based upon representations made by each of these individuals, that all such failures to file were inadvertent.  As of September 22, 2016, all delinquent Section 16 reports for the period from January 1, 2015 to December 31, 2015, and all earlier periods, have been filed with the SEC.

Code of Ethics

The Board has adopted a Code of Ethics applicable to the Company's principal executive officer, principal financial officer and principal accounting officer.  The code of ethics is available on the Company’s website, at www.qfor.com.  Future amendments to the Code of Ethics and any waivers thereto will be posted on the Company's website pursuant to the option set forth in Item 5.05(c) of Form 8-K.

ITEM 12.                   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Ownership of Common Stock

The following table sets forth, as of March 28, 2016, each stockholder known to the Company to own more than 5% of our outstanding shares of common stock, based solely on (a) the information filed by each such shareholder on Schedules 13D or 13G with the SEC on the dates indicated in the footnotes to this table (percentages are calculated assuming continuous beneficial ownership as of March 28, 2016), and (b) with respect to officers and directors only, information available to the Company based upon the Company’s stock ownership records and representations made by such individuals.

Name and address of beneficial owner	Shares		Percent(1)
Bard Associates, Inc.(2) 135 South LaSalle St., Suite 3700 Chicago, IL 60603		10,924,000		9.7	%
Stonegate Assets, Inc.(3) 4331 Chancery Park Drive Fairfax, VA 22030		7,000,000		6.4	%
Stonegate Holdings, Inc.(4) 4331 Chancery Park Drive Fairfax, VA 22030		6,695,959		6.2	%
Dhru Desai(5) 1501 E. Woodfield Road, Suite 205 S Schaumburg, Illinois, 60173		12,400,762		11.1	%
Nandu Thondavadi, Ph.D.(6) 1501 E. Woodfield Road, Suite 205 S Schaumburg, Illinois, 60173		10,897,133		9.8	%
Totals:		47,917,854		40.8	%

7

(1)	Based on 108,861,773 shares of common stock outstanding as of March 28, 2016 and including options and warrants exercisable within 60 days for each beneficial owner and detailed in the footnotes below.
(2)	This information is based on the Schedule 13G filed with the SEC by Bard Associates, Inc. on January 29, 2016. Bard Associates, Inc. has sole power to vote or direct the vote for 500,000 shares of Common Stock and sole power to dispose or to direct the disposition of 10,924,000 shares of Common Stock.
(3)	This information is based on information provided by the Company’s transfer agent.
(4)	This information is based on the Schedule 13G filed with the SEC by Stonegate Holdings, Inc. on May 11, 2011. Stonegate Holdings, Inc. has sole power to vote or direct the vote for 6,000,000 shares of Common Stock and sole power to dispose or to direct the disposition of 6,000,000 shares of Common Stock.
(5)	Includes 1,000,000 shares of Common Stock owned directly by Mr. Desai, 750,000 shares owned by a corporation of which he is the sole shareholder, 1,000,000 shares owned by his spouse, 3,000,000 shares owned by a trust of which his spouse is the trustee and his children are the beneficiaries, and 4,246,916 shares owned by a second trust of which his spouse is the trustee and his children are the beneficiaries.  Mr. Desai disclaims beneficial ownership of the foregoing shares with the exception of those owned directly by him.
(6)	Includes 993,287 shares held directly, as successor in interest to Global Technology Ventures Corporation, 3,000,000 shares of Common Stock owned by a trust of which Dr. Thondavadi’s spouse is the trustee and his child is the beneficiary, and 4,500,000 shares owned by a second trust of which his spouse is the trustee and his child is the beneficiary.  Dr. Thondavadi disclaims beneficial ownership of the foregoing shares with the exception of those owned directly by him.

Ownership of Common Stock by Directors and Executive Officers

The following table sets forth, as of March 28, 2016, information concerning the beneficial ownership of our Common Stock by: (i) our current directors and director nominees; (ii) the named executive officers listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account stock as to which the individual has or shares voting and/or investment power as well as stock that may be acquired within 60 days (such as by exercising vested stock options). The beneficial owners listed have sole voting and investment power with respect to stock beneficially owned, except as to the interests of spouses or as otherwise indicated.

Name	Shares Beneficially Owned		Percent
Dhru Desai(1)		12,400,762		11.1	%
Nandu Thondavadi, Ph.D.(2)		10,897,133		9.8	%
Thomas E. Sawyer, Ph.D.(3)		200,000		*
Eric Gurr(4)		305,000		*
Philip Firrek(5)		100,000		*
TOTALS:		23,902,895		21.0	%

 * indicates less than 1% ownership

(1) Includes 1,000,000 shares of Common Stock owned directly by Mr. Desai, 750,000 shares owned by a corporation of which he is the sole shareholder, 1,000,000 shares owned by his spouse, 3,000,000 shares owned by a trust of which his spouse is the trustee and his children are the beneficiaries, and 4,246,916 shares owned by a second trust of which his spouse is the trustee and his children are the beneficiaries.  Mr. Desai disclaims beneficial ownership of the foregoing shares with the exception of those owned directly by him.

(2) Includes 993,287 shares held directly, as successor in interest to Global Technology Ventures Corporation, 3,000,000 shares of Common Stock owned by a trust of which Dr. Thondavadi’s spouse is the trustee and his child is the beneficiary, and 4,500,000 shares owned by a second trust of which his spouse is the trustee and his child is the beneficiary.  Dr. Thondavadi disclaims beneficial ownership of the foregoing shares with the exception of those owned directly by him.

(3) Includes 150,000 shares of Common Stock and warrants to acquire 50,000 shares.

(4) Includes 255,000 shares of Common Stock and warrants to acquire 50,000 shares.

(5) Includes warrants to acquire 100,000 shares.

8

ITEM 13.                   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

Q4 India

The Company’s headquarters and operations are located in the United States. However, the Company has a key supplier and subcontractor known as Quadrant 4 Software Solutions (Pvt.) Limited located in India (“Q4 India”).  The Company has no ownership, directly or indirectly, in Q4 India.  Until May 2016, Q4 India, according to public records, wholly-owned by Stonegate Holdings, Inc., which, according to the Schedule 13G filed with the SEC by Stonegate Holdings, Inc. on May 11, 2011, is a shareholder of the Company holding 6,695,959 shares of the Company’s common stock, equal to 6.15% of the shares issued and outstanding.  According to Maryland public records, Stonegate Holdings, Inc. has been dissolved.  Based on information available to the Company, Stonegate Holdings, Inc. was acquired by another entity that has no relationship to the Company or its affiliates in or around 2010.  Stonegate Assets, Inc., which, based on information available to the Company, is an affiliate of Stonegate Holdings, Inc., holds an additional 7,000,000 shares of the Company’s common stock, equal to 6.43% of the shares issued and outstanding. The Company also markets its activities through Q4 India. Q4 India billed the Company $8,215,000 and $6,749,000 for the years ended December 31, 2015 and 2014, respectively. The Company owed Q4 India $700,000 and $630,000 as of December 31, 2015 and 2014, respectively.  The Company believes that the relationship is structured on an arm’s length basis.

The Company has entered into a long-term master services agreement with Q4 India that ends on December 31, 2018 with customary options for termination with 30 days notice. Q4 India provides captive services to the Company and is paid on a cost-plus basis. The Company is the sole customer of Q4 India. The Company paid the following amounts to Q4 India for providing different classes of services:

	Year Ending		Year Ending
Description of Cost	December 31, 2015		December 31, 2014
Client delivery and support	$	3,335,450	$	2,688,316
Platform development (capitalized by the Company)		2,340,000		1,890,000
Sales support		176,470		150,530
Back office support		2,039,990		1,642,892
Research & Development		323,090		377,262
	$	8,215,000	$	6,749,000

Surrex Solutions Corporation (Surrex)

The Company has been doing business with Surrex Solutions Corporation (Surrex), a provider of information technology consulting, project and IT staffing, and contract programming services, since 2010. The Company attempted to acquire Surrex in 2014 but subsequently abandoned the transaction. Since September 2014, the Company has provided broad management services and advice to Surrex and for the years ended December 31, 2015 and 2014, recorded approximately $3,200,000 and $1,700,000, respectively, in revenue from this customer. Since December 23, 2014, Philip Firrek, an independent director of the Company, has served as assignee for the benefit of creditors (akin to a bankruptcy trustee) for Surrex. Nandu Thondavadi, CEO and a director of the Company, held signatory authority on one of Surrex’s bank accounts for two months in early 2015 to ensure collection of receivables being properly credited. The Company believes that the relationship is structured on an arm’s length basis.

Core Information Technology Solutions, Inc. (CITS)

The Company has been doing business with Core Information Technology Solutions, Inc. (CITS), a provider of integration and optimization services for formative assessment solutions, technology infrastructure, management applications, special education compliance, outsourced staffing solutions and technical career education programs since early 2014. The Company entered into a licensing agreement June, 2014 with Core Education and Consulting Solutions, Inc., an affiliate of CITS (both owned by Core Education Group of Singapore (CEGS)). During 2014, the Company negotiated to acquire CITS but subsequently abandoned the transaction. Since May 2014, the Company’s executive officers and directors, Nandu Thondavadi and Dhru Desai have provided management advice and consulting services to the owners of CEGS and have received compensation of $130,000, each, for the year ended December 31, 2015 and $0 in 2014 for their services. The compensation was remitted to Global Technology Ventures Corporation and Congruent Ventures LTD., dissolved entities owned by Mr. Thondavadi and Mr. Desai, respectively.  The Company has been conducting regular business with CITS on an arm’s length basis and as of December 31, 2015 and 2014, recorded approximately $4,600,000 and $2,900,000, respectively, in revenue from this customer. Mr. Thondavadi and Mr. Desai have personally guaranteed various obligations of CITS, and Mr. Thondavadi held signatory authority on its bank accounts from May 2014 through April 2015 to ensure collection of receivables being properly credited.  The Company believes that the relationship is structured on an arm’s length basis.

Director Independence

Although it is not strictly bound to do so, the Company currently utilizes the NASDAQ independence tests to determine whether its directors and audit committee members are independent.

9

PART IV

ITEM 15.                   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 601 of Regulation S-K  Exhibit No.:	Exhibit
3.1	Articles of Incorporation of Quadrant 4 System Corporation, filed April 12, 2013, as amended to date
3.2	Bylaws of Quadrant 4 System Corporation, adopted April 12, 2013
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Company
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Company
32.1	Section 1350 Certification by Chief Executive Officer and Chief Financial Officer
101	The following financial information from Quadrant 4 System Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheet at December 31, 2015 and 2014, (ii) Consolidated Statement of Operations for the years ended December 31, 2015 and 2014, (iii) Consolidated Statement of Stockholders' Equity for the years ended December 31, 2015 and 2014, and (iv) Consolidated Statement of Cash Flows for the years ended December 31, 2015 and 2014.

10

SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereto duly authorized individual.

QUADRANT 4 SYSTEM CORPORATION

Date: September 22, 2016	By:	/s/ Nandu Thondavadi
	Name:	Nandu Thondavadi
	Title:	President and Chief Executive Officer
Date: September 22, 2016	By:	/s/ Dhru Desai
	Name:	Dhru Desai
	Title:	Chief Financial Officer

11

EX-3.1

Exhibit 3.1

File Number          6898-063-1

To all to whom these Presents Shall Come, Greeting: I, Jesse White, Secretary of State of the State of Illinois, do hereby certify that I am the keeper of the records of the Department of Business Services. I certify that

ATTACHED HERETO IS A TRUE AND CORRECT COPY, CONSISTING OF 48 PAGE(S), AS TAKEN FROM THE ORIGINAL ON FILE IN THIS OFFICE FOR QUADRANT 4 SYSTEM CORPORATION.

    Authentication #: 1615402773 verifiable until 06/02/2017. Authenticate at: http://www.cyberdriveillinois.com   In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 2ND day of JUNE A.D. 2016.     SECRETARY OF STATE

FORM BCA 2.10

ARTICLES OF INCORPORATION

Business Corporation Act

Filing Fee:        $150

Franchise Tax:  $ 25

Total:               $175

File #: 68980631         

Approved By:    JXR      

FILED

APR 12 2013

Jesse White

Secretary of State

1.  Corporate Name: Q4 SYSTEMS CORPORATION

2.  Initial Registered Agent:	NANDU THONDAVADI
	First Name		Middle Initial	Last Name
Initial Registered Office:	2850 GOLF RD STE 405
	Number	Street	Suite No.
	ROLLING MEADOWS             IL		60008-4030	COOK
	City		ZIP Code	County

3.  Purposes for which the Corporation is Organized:

The transaction of any or all lawful businesses for which corporations may be Incorporated under the Illinois Business Corporation Act.

4.  Authorized Shares, Issued Shares and Consideration Received:
Class	Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
COMMON	1000	1000	$100

NAME & ADDRESS OF INCORPORATOR
5.  The undersigned incorporator hereby declares, under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.
Dated	APRIL 12,	2013		2850 GOLF ROAD, SUITE 405
	Month & Day	Year			Street
NANDU THONDAVADI		ROLLING MEADOWS	IL		60008
Name		City/Town	State		ZIP Code

This document was generated electronically at www.cyberdriveillinois.com

FORM BCA 10.30 (rev. Dec. 2003)

ARTICLES OF AMENDMENT

Business Corporation Act

Secretary of State Department of Business Services Springfield, IL 62756 217-782-1832 www.cyberdriveillinois.com   Remit payment in the form of a check or money order payable to Secretary of State. FILED APR 25 2013 JESSE WHITE SECRETARY OF STATE PAID APR 25 2013 EXPEDITED SECRETARY OF STATE

	File #	6898-063-1	Filing Fee: $50	Approved:	lt
---- Submit In duplicate ----		---- Type or Print clearly In black Ink ----		---- Do not write above this line ----

1.  Corporate Name (See Note 1on page 4.): Q4 Systems Corporation CP0036745

2. Manner of Adoption of Amendment:
The following amendment to the Articles of Incorporation was adopted on	April 20,	2013
in the manner indicated below:	Month & Day	Year

Mark an “X” in one box only.

☐   By a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (See Note 2 on page 4.)

☐   By a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. (See Note 2 on page 4.)

☐   By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (See Note 3 on page 4.)

☑   By the shareholders, in accordance with Section 10,20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment. (See Note 4 on page 4.)

☐   By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution or the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (See Notes 4 and 5 on page 4.)

☐   By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (See Note 5 on page 4.)

3.  Text of Amendment:

a.    When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments

Article I: Name of the Corporation:
	New Name

(All changes other than name include on page 2.)

Page 1

Printed by authority of the State of Illinois. February 2008 - 5M - C 173.14

Text of Amendment

b.  If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety.

For more space, attach additional sheets of this size.

Article 4.

4.  Authorized Shares

Class	Number of Shares Authorized
COMMON	200,000,000

Page 2

4.  The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (If not applicable, insert "No change"):

No Change

5.  a.   The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital is as follows (if not applicable, insert “No change”):

(Paid-In capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

No Change

b.  The amount of paid-in capital as changed by this amendment is as follows (if not applicable, insert “No change”): (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.) (See Note 6 on page 4.)

	Before Amendment	After Amendment
Paid-in Capital:	$	$  No Change

Complete either Item 6 or Item 7 below. All signatures must be in BLACK INK.

6.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	April 20,	2013	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi,      CEO
	Name and Title (type or print)

7.  If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers. a majority of the directors, or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	April 20	‘13
	Month & Day	Year
			Nandu Thondavadi, Incorporator

Page 3

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com   Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but if merger or consolidation involves more than two corporations, submit $50 for each additional corporation.   FILED   APR 25 2013   JESSE WHITE SECRETARY OF STATE PAID   APR 25 2013   EXPEDITED SECRETARY OF STATE   CP0037309

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- ---- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5.

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Q4 Systems Corporation	Illinois	68980631
Quadrant 4 Systems Corporation	Florida	6809-923-4

2.  The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Q4 Systems Corporation
b. Corporation shall be governed by the laws of:			Illinois

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Pursuant to agreement, Shareholders of Quadrant 4 Systems Corporation shall exchange each share of Quadrant 4 Systems Corporation for a new share of Q4 Systems Corporation.

Page 1

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions.(See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Q4 Systems Corporation	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

Printed by authority of the Slate of Illinois. March 2007 - 500 - C 195.12

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	April 23	‘13	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated	April 23	‘13	Quadrant 4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

AGREEMENT AND PLAN OF MERGER

BETWEEN

Q4 SYSTEMS CORPORATION

AND

QUADRANT 4 SYSTEMS CORPORATION

This AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is entered into as of August 23rd, 2013, between Quadrant 4 Systems Corporation, a Florida corporation ("Disappearing Corporation'') and Q4 Systems Corporation, an Illinois corporation ("Surviving Corporation''). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the "Constituent Corporations."

RECITALS

A. Surviving Corporation Is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares. consisting of 200,000,000 shares of Common Stock having a par value of $0.00 per share, of which 1.000 shares are issued and outstanding:

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of Florida. As of the date hereof, the authorized capital stock of Disappearing Corporation consists of one class of shares, consisting of 5,000,000,000 shares of Common Stock having a par value of $0.001 per share, of which 51,740.448 shares are issued and outstanding:

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders. that Disappearing Corporation be merged with and into Surviving Corporation (the "Merger''} as. authorized by the laws of the States of Illinois and Florida and pursuant to the terms and conditions of this Merger Agreement.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act. and the Florida Corporation Law and in accordance with the terms and conditions of this Agreement. Upon the execution by the Constituent Corporations of Articles of Merger Incorporating this Merger

Agreement and the filing of such Articles of Merger with the Secretaries of State of Illinois and Florida and .upon execution by the Constituent Corporations of a Certificate of Merger incorporating this Merger Agreement and the filing of such Certificate of Merger with the Secretary of State of the State of Illinois. the Merger shall become effective at the time of filing and on the date of filing the Articles of Merger and Certificate of Merger (the "Effective Time") of the Merger.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Dhru Desai - Chairman of the Board of Directors, Chief Financial Officer Nandu Thondavadi Director - Chief Executive Officer

5. Exchange of Shares

a) Exchange Ratio. As of the Effective Time of the Merger. by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time. will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock ;

b) No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c) Dissenting Shares. No Dissenter's rights apply as the Merger was unanimously approved by the shareholder.

d) Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done. all things necessary, proper or advisable under the laws of the States of Illinois and Florida to consummate and make effective the Merger

7. Transfer Agent. The Surviving Corporation shall serve as its own transfer agent.

8. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided. however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law, prior to filing the Articles of Merger.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Q4 Systems Corporation (an Illinois corporation)
Dated: April 23, 2013	By: /s/ Nandu Thondavadi
	Its president
	Quadrant 4 Systems Corporation (a Florida Corporation)
Dated: April 23, 2013	By: /s/ Nandu Thondavadi
	Its president

Form BCA-14.35 (Rev. Jan. 2003)	Report Following Merger or Consolidation	File #: 6898-063-1
		DO NOT SEND CASH
Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdrivehlinois.com	FILED OCT 31 2013 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State Date: 10/31/13 Franchise Tax: $583.43 Filing Fee: $5
Remit payment in the form of a check or money order, payable to Secretary of State.		Penalty: $ Interest: $ Approved: $588.43

1.  Corporate Name:	Q4 Systems Corporation	CP0203512
2.  State or Country of Incorporation:	Illinois

3.  Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Q4 Systems Corporation	Common			1,000
Quadrant 4 Systems Corporation	Common		0.001	51,740,448

4.  Paid-in Capital of each corporation party to the merger prior to the merger.

Corporation	Paid-in Capital
Q4 Systems Corporation (IL) (4)	$100
Quadrant 4 Systems Corporation	$11,179,746
	$
6809/9234     (FL) (10)	$
	$

5.  Description of merger: (include effective date and brief explanation of the conversion as stated in the plan of merger.)

Effective date is April 25, 2013.One share of Q4 Systems Corporation for every share of Quadrant 4 Systems Corporation.

6.  Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common			56,964,893

7.  Paid-in Capital of the surviving or new corporation:  $12,760,098             

(“Paid-in Capital” replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8.  The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	April 30,	2013	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO/President
	Name and Title (type or print)

Printed by authority of the State of Illinois. June 2006 - 5M - C 243.3

PAID

OCT 31 2013

DEPARTMENT OF

BUSINESS SERVICES

FORM BCA 1.15 (rev. Dec. 2003) STATEMENT OF CORRECTION Business Corporation Act   Secretary of State Department of Business Services Springfield, IL 62756 217-785-2237 www.cyberdriveilfinois.com FILED   OCT 31 2013   JESSE WHITE SECRETARY OF STATE  

Remit payment In the form of a

check or money order payable

to Secretary of State.

 File #          6898-063-1                   

Franchise Tax $ Penalty/Interest $ Filing Fee: $50 Total $ Approved:

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- --- Do not write above this line ----

1.  Corporate Name: Q4 Systems Corporation   CP0203455

2.  State or Country of Incorporation:	IL/Cook
3.  Title of Document to be corrected:	Articles of Incorporation - Allocation Factor
4.  Date Erroneous Document was filed by Secretary of State:	April 12, 2013

5.  Inaccuracy, error or defect:

(Briefly identify the error and explain how it occurred. Use reverse side or attach additional sheets of this size If necessary.)

An online application was titled for incorporating 04 Systems Corporation on 4/12/2013.The online version does not provide opportunities for the incorporator to specify the assets and revenues allocated to IL and thus compute the allocation factor. This has caused an abnormal assessment of franchise taxes assuming that the allocation is 100%

6.  Corrected portion(s) of the document in correct form: (Use reverse side or attach additional sheets of this size it necessary.)   We are filing BCA 1.35 to correct the allocation factor.   .017502   PAID   OCT 31 2013   DEPARTMENT OF BUSINESS SERVICES

7.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	October 16,	2013	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi
	Name and Title (type or print)

Printed by authority of the State of Illinois. June 2006 - 5M - C 199.11

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 217-782 6961 www.cyberdriveillinois.com   CP0275057

Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but  if merger or consolidation involves more than two corporations, submit $50 for each additional corporation.   FILED   JAN 10 2014   JESSE WHITE SECRETARY OF STATE   PAID   JAN 10 2014   EXPEDITED SECRETARY OF STATE  

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- --- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5.

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Q4 Systems Corporation	Illinois	6898-063-1
Q4 Consulting, Inc.	New Jersey	NR

2.  The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Q4 Systems Corporation
b. Corporation shall be governed by the laws of:			Illinois

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Please see attached Plan of Merger document

Page 1

Printed by authority of the State of Illinois. March 2007 — 500 — C 195.12

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions. (See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Q4 Systems Corporation	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

Printed by authority of the Slate of Illinois. March 2007 - 500 - C 195.12

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	December 10,	2013	Q4 Systems Corp
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated	December 10,	2013	Q4 Consulting, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

AGREEMENT AND PLAN OF MERGERBETWEENQ4 CONSULTING, INCAND Q4 SYSTEMS CORPORATION

This AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of December, 2013, between Q4 Consulting, Inc., a New Jersey corporation (“Disappearing Corporation”) and Q4 Systems Corporation, an Illinois corporation (“Surviving Corporation”). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Surviving Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares, consisting of 200,000,000 shares of Common Stock of which 83,552,958 shares are issued and outstanding;

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of New Jersey. As of the date hereof, the authorized capital stock of Disappearing Corporation consists of one class of shares, consisting of 1,000 shares of Common Stock having a par value of $0.001 per share, of which 1,000 shares are issued and outstanding;

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders, that Disappearing Corporation be merged with and into Surviving Corporation (the “Merger”) as authorized by the laws of the States of Illinois and New Jersey and pursuant to the terms and conditions of this Merger Agreement.

D. Disappearing Corporation has given notice to certain lenders and received consent to the contemplated Merger and Disappearing Corporation and Surviving Corporation have deemed it advisable to amend their prior agreement and plan of merger to have an effective date of January 10, 2014, and January 1, 2014 for accounting purposes only.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act, and in accordance with the terms and conditions of this

Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Merger Agreement and the filing of such Articles of Merger with the Secretary of State of Illinois and upon execution by the Constituent Corporations of a Certificate of Merger incorporating this Merger Agreement and the filing of such Certificate of Merger with the Secretary of State of the State of Illinois, the Merger shall become effective January 10, 2014. For accounting purposes only, the Merger shall be effective January 1, 2014.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Nandu Thondavadi - Director and Chief Executive Officer

Dhru Desai – Director and Chief Financial Officer

5. Exchange of Shares

a. Exchange Ratio. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock;

b. No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c. Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the States of Illinois and New Jersey to consummate and make effective the Merger.

7. Transfer Agent. The Surviving Corporation shall enter into contract with and retain the transfer agent presently engaged by the Disappearing Corporation.

8. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided, however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Q4 Systems Corporation (an Illinois corporation)
Dated: December 10, 2013	By: /s/ Nandu Thondavadi
	Its president
	Q4 Consulting, Inc. (a New Jersey corporation)
Dated: December 10, 2013	By: /s/ Nandu Thondavadi
	Its president

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State Department of Business Services 501 S. Second St., Rm. 350 Springfield, IL 62756 217-782 6961 www.cyberdriveillinois.com   CP0275049

Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but  if merger or consolidation involves more than two corporations, submit $50 for each additional corporation.   FILED   JAN 10 2014   JESSE WHITE SECRETARY OF STATE   PAID   JAN 10 2014   EXPEDITED SECRETARY OF STATE  

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- --- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5.

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Q4 Systems Corporation	Illinois	6898-063-1
Q4 Solutions, Inc.	Illinois	6898-175-1

2.  The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Q4 Systems Corporation
b. Corporation shall be governed by the laws of:			Illinois

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Please see attached Plan of Merger document

Page 1

Printed by authority of the State of Illinois. March 2007 — 500 — C 195.12

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions. (See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Q4 Systems Corporation	☐	☐	☑
Q4 Solutions, Inc.	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

Printed by authority of the Slate of Illinois. March 2007 - 500 - C 195.12

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	December 10,	2013	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated	December 10,	2013	Q4 Solutions, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, CEO
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

AGREEMENT AND PLAN OF MERGERBETWEENQ4 SOLUTIONS, INCAND Q4 SYSTEMS CORPORATION

This AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of December 10, 2013, between Q4 Solutions, Inc., an Illinois corporation (“Disappearing Corporation”) and Q4 Systems Corporation, an Illinois corporation (“Surviving Corporation”). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Surviving Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares, consisting of 200,000,000 shares of Common Stock of which 83,552,958 shares are issued and outstanding;

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Disappearing Corporation consists of one class of shares, consisting of 1,000 shares of Common Stock having a par value of $0.001 per share, of which 1,000 shares are issued and outstanding;

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders, that Disappearing Corporation be merged with and into Surviving Corporation (the “Merger”) as authorized by the laws of the States of Illinois and pursuant to the terms and conditions of this Merger Agreement.

D. Disappearing Corporation has given notice to certain lenders and received consent to the contemplated Merger and Disappearing Corporation and Surviving Corporation have deemed it advisable to amend their prior agreement and plan of merger to have an effective date of January 10, 2014, and January 1, 2014 for accounting purposes only.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act, and in accordance with the terms and conditions of this

Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Merger Agreement and the filing of such Articles of Merger with the Secretary of State of Illinois and upon execution by the Constituent Corporations of a Certificate of Merger incorporating this Merger Agreement and the filing of such Certificate of Merger with the Secretary of State of the State of Illinois, the Merger shall become effective January 10, 2014. For accounting purposes only, the Merger shall be effective January 1, 2014.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Nandu Thondavadi - Director and Chief Executive Officer

Dhru Desai – Director and Chief Financial Officer

5. Exchange of Shares

a. Exchange Ratio. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock;

b. No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c. Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Illinois to consummate and make effective the Merger.

7. Transfer Agent. The Surviving Corporation shall enter into contract with and retain the transfer agent presently engaged by the Disappearing Corporation.

8. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided, however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Q4 Systems Corporation (an Illinois corporation)
Dated: December 10, 2013	By: /s/ Nandu Thondavadi
	Its president
	Q4 Solutions, Inc.
Dated: December 10, 2013	By: /s/ Nandu Thondavadi
	Its president

FORM BCA 10.30 (rev. Dec. 2003)

ARTICLES OF AMENDMENT

Business Corporation Act

Secretary of State Department of Business Services Springfield, IL 62756 217-782-1832 www.cyberdriveillinois.com   Remit payment in the form of a check or money order payable to Secretary of State. FILED   FEB 21 2014   JESSE WHITE SECRETARY OF STATE     CP0303686   PAID   FEB 24 2014   DEPARTMENT OF BUSINESS SERVICES  

	File #	6898-063-1	Filing Fee: $50	Approved:
---- Submit In duplicate ----		---- Type or Print clearly In black Ink ----		---- Do not write above this line ----

1.  Corporate Name (See Note 1on page 4.): Q4 Systems Corporation

2. Manner of Adoption of Amendment:
The following amendment to the Articles of Incorporation was adopted on	February 10,	2014
in the manner indicated below:	Month & Day	Year

Mark an “X” in one box only.

☐   By a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (See Note 2 on page 4.)

☐   By a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. (See Note 2 on page 4.)

☐   By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (See Note 3 on page 4.)

☑   By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment. (See Note 4 on page 4.)

☐   By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution or the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (See Notes 4 and 5 on page 4.)

☐   By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (See Note 5 on page 4.)

3.  Text of Amendment:

a.    When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments

Article I: Name of the Corporation:	Quadrant 4 System Corporation
	New Name

(All changes other than name include on page 2.)

Page 1

Printed by authority of the State of Illinois. February 2008 - 5M - C 173.14

Text of Amendment

b.  If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety.

For more space, attach additional sheets of this size.

Article 4 is amended as follows:

Common           $0.001                    200,000,000

Page 2

4.  The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (if not applicable, insert "No change"):

83,552,958 common with no par value cancelled and reissued with $0.001 par value. Giving effect to this amendment, the exchange would result in the corporation having 83,552,958 shares of stock at $0.001 par value.

5.  a.   The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital is as follows (if not applicable, insert “No change”):

(Paid-In capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

No Change

b.  The amount of paid-in capital as changed by this amendment is as follows (if not applicable, insert “No change”): (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.) (See Note 6 on page 4.)

	Before Amendment	After Amendment
Paid-in Capital:	$                  N/C	$               N/C

Complete either Item 6 or Item 7 below. All signatures must be in BLACK INK.

6.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	February 10,	2014	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

7.  If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers. a majority of the directors, or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated
	Month & Day	Year

Page 3

Form BCA-14.35 (Rev. Jan. 2003)	Report Following Merger or Consolidation	File #: 6898-063-1
		DO NOT SEND CASH
Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdrivehlinois.com	FILED APR 21 2014 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State Date: 4-21-14 Franchise Tax: $ Filing Fee: $5
Remit payment in the form of a check or money order, payable to Secretary of State.		Penalty: $ Interest: $ Approved: RTC

1.  Corporate Name:	Q4 Systems Corporation	CP0387328
2.  State or Country of Incorporation:	Illinois

3.  Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Q4 Systems Corporation	Common		$0.001	83,552,958
Q4 Solutions, Inc.	Common		0	1,000

4.  Paid-in Capital of each corporation party to the merger prior to the merger.

Corporation	Paid-in Capital
Q4 Systems Corporation (4)	$20,119,635.00
Q4 Solutions, Inc. (4) 6898-175-1	$1,100
	$
	$

5.  Description of merger: (include effective date and brief explanation of the conversion as stated in the plan of merger.)

Effective Date: 1/10/2014; For accounting purposes only – 1/1/2014

Q4 Solutions, Inc. will be the disappearing corporation with its shares being swapped one for one of Q4 Systems Corporation, the surviving corporation

6.  Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common		$0.001	83,552,958

7.  Paid-in Capital of the surviving or new corporation:  $20,120,735             

(“Paid-in Capital” replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8.  The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	March 3,	2014	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Printed by authority of the State of Illinois. June 2006 - 5M - C 243.3

PAID

APR 22 2014

DEPARTMENT OF

BUSINESS SERVICES

Form BCA-14.35 (Rev. Jan. 2003)	Report Following Merger or Consolidation	File #: 6898-063-1
		DO NOT SEND CASH
Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdrivehlinois.com	FILED APR 21 2014 JESSE WHITE SECRETARY OF STATE	This space for use by Secretary of State Date: 4-21-14 Franchise Tax: $ Filing Fee: $5
Remit payment in the form of a check or money order, payable to Secretary of State.		Penalty: $ Interest: $ Approved: RJE

1.  Corporate Name:	Q4 Systems Corporation
2.  State or Country of Incorporation:	Illinois

3.  Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Q4 Systems Corporation	Common		$0.001	83,552,958
Q4 Consulting, Inc.	Common		$0.001	1,000

4.  Paid-in Capital of each corporation party to the merger prior to the merger.

Corporation	Paid-in Capital
Q4 Systems Corporation (4)	$20,120,735.00
Q4 Consulting, Inc. NR	$1,000
	$
	$
	$

5.  Description of merger: (include effective date and brief explanation of the conversion as stated in the plan of merger.)

Effective Date: 1/10/2014; For accounting purposes only - 1/1/2014

Q4 Consulting, Inc. will be the disappearing corporation with its shares being swapped one for one of Q4 Systems Corporation, the surviving corporation

6.  Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common		$0.001	83,552,958

7.  Paid-in Capital of the surviving or new corporation:  $20,121,735             

(“Paid-in Capital” replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8.  The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	March 3,	2014	Q4 Systems Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Printed by authority of the State of Illinois. June 2006 - 5M - C 243.3

PAID

APR 22 2014

DEPARTMENT OF

BUSINESS SERVICES

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State

Department of Business Services

501 S. Second St., Rm. 350

Springfield, IL 62756

217-782 6961

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but  if merger or consolidation involves more than two corporations, submit $50 for each additional corporation. FILED   DEC 23 2014   JESSE WHITE SECRETARY OF STATE   PAID   DEC 23 2014   EXPEDITED SECRETARY OF STATE  

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- --- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5. CD0170011

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Quadrant 4 System Corporation	IL	6898-063-1
Quadrant 4 Media, Inc.	IL	6890-369-3

2.  The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Quadrant 4 System Corporation
b. Corporation shall be governed by the laws of:			Illinois

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Please see attached Plan of Merger document

Page 1

Printed by authority of the State of Illinois. March 2007 — 500 — C 195.12

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions. (See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Quadrant 4 System Corporation	☐	☐	☑
Quadrant 4 Media, Inc.	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

Printed by authority of the Slate of Illinois. March 2007 - 500 - C 195.12

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	December 22,	2014	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Dated	December 22,	2014	Quadrant 4 Media, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

AGREEMENT AND PLAN OF MERGERBETWEENQUADRANT 4 SYSTEM CORPORATIONAND QUADRANT 4 MEDIA, INC.

This AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of December 22, 2014, between Quadrant 4 System Corporation an Illinois corporation (“Surviving Corporation”) and Quadrant 4 Media, Inc., an Illinois corporation (“Disappearing Corporation”). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Surviving Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares, consisting of 200,000,000 shares of Common Stock with a par value of $0.001 per share;

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Disappearing Corporation consists of one class of shares, consisting of 1,000 shares of Common Stock;

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders, that Disappearing Corporation be merged with and into Surviving Corporation (the “Merger”) as authorized by the laws of the State of Illinois and pursuant to the terms and conditions of this Merger Agreement.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Merger Agreement and the filing of such Articles of Merger with the Secretary of State of Illinois, the Merger shall become effective January 1, 2015.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Nandu Thondavadi –  President and Director

Dhru Desai –                 Secretary and Director

5. Exchange of Shares

a. Exchange Ratio. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock;

b. No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c. Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Illinois to consummate and make effective the Merger.

7. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided, however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law and then only prior to the filing of the Articles of Merger.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Quadrant 4 System Corporation (an Illinois corporation)
Dated: December 22, 2014	By: /s/ Nandu Thondavadi
	Its president
	Quadrant 4 Media, Inc. (an Illinois corporation)
Dated: December 22, 2014	By: /s/ Nandu Thondavadi
	Its president

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State

Department of Business Services

501 S. Second St., Rm. 350

Springfield, IL 62756

217-782 6961

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but  if merger or consolidation involves more than two corporations, submit $50 for each additional corporation. FILED   DEC 23 2014   JESSE WHITE SECRETARY OF STATE   PAID   DEC 23 2014   EXPEDITED SECRETARY OF STATE  

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- --- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5.

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Quadrant 4 System Corporation	IL	6898-063-1
Quadrant 4 Cloud, Inc.	IL	6890-365-5

2.  The laws of the state or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Quadrant 4 System Corporation
b. Corporation shall be governed by the laws of:			Illinois

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Please see attached Plan of Merger document

Page 1

Printed by authority of the State of Illinois. March 2007 — 500 — C 195.12

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions. (See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Quadrant 4 System Corporation	☐	☐	☑
Quadrant 4 Cloud, Inc.	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

Printed by authority of the Slate of Illinois. March 2007 - 500 - C 195.12

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	December 22,	2014	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Dated	December 22,	2014	Quadrant 4 Cloud, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

Printed by authority of the State of Illinois. March 2007 - 500 - C 195.12

AGREEMENT AND PLAN OF MERGERBETWEENQUADRANT 4 SYSTEM CORPORATIONAND QUADRANT 4 CLOUD, INC.

This AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of December 22, 2014, between Quadrant 4 System Corporation an Illinois corporation (“Surviving Corporation”) and Quadrant 4 Cloud, Inc., an Illinois corporation (“Disappearing Corporation”). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Surviving Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares, consisting of 200,000,000 shares of Common Stock with a par value of $0.001 per share;

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Disappearing Corporation consists of one class of shares, consisting of 1,000 shares of Common Stock;

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders, that Disappearing Corporation be merged with and into Surviving Corporation (the “Merger”) as authorized by the laws of the State of Illinois and pursuant to the terms and conditions of this Merger Agreement.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Merger Agreement and the filing of such Articles of Merger with the Secretary of State of Illinois, the Merger shall become effective January 1, 2015.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Nandu Thondavadi –  President and Director

Dhru Desai –                Secretary and Director

5. Exchange of Shares

a. Exchange Ratio. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock;

b. No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c. Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Illinois to consummate and make effective the Merger.

7. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided, however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law and then only prior to the filing of the Articles of Merger.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Quadrant 4 System Corporation (an Illinois corporation)
Dated: December 22, 2014	By: /s/ Nandu Thondavadi
	Its president
	Quadrant 4 Cloud, Inc. (an Illinois corporation)
Dated: December 22, 2014	By: /s/ Nandu Thondavadi
	Its president

Form BCA-14.35 (rev. Dec. 2014) Report Following Merger or Consolidation Business Corporation Act	#1	FILED MAY 12 2015 JESSE WHITE SECRETARY OF STATE	PAID MAY 12 2015 EXPEDITED SECRETARY OF STATE
Department of Business Services 501 S. Second St. Rm. 350 Springfield, IL 62756 217-782-6961 www.cyberdrivehlinois.com	File #:       6898-063-1
Payment must be made by check or money order payable to Secretary of State.		Approved:
Date:	Franchise Tax: $	Filing Fee: $5                      Penalty: $        Interest:  $
---- Type or Print clearly in black ink----		---- Do not write above this line ----

1.   Corporate Name:	Quadrant 4 System Corporation	CD0070705
2.   State or Country of Incorporation:	IL

3. Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Quadrant 4 System Corporation	Common		$0.001	83,552,958
Quadrant 4 Media, Inc.	Common			1,000

4. Paid-in Capital of each corporation party to the merger prior to the merger:

Corporation	Paid-in Capital
Quadrant 4 System Corporation                       (4)	$20,121,735
Quadrant 4 Media, Inc. - 6890-396-3                (1)	$100

5. Description of merger: (Include effective date and brief explanation of the conversion as stated in the plan of merger.)

Effective Date: 1/1/2015; Quadrant 4 Media, Inc. is the disappearing corporation.

Each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time will be converted into 1 share of fully paid and nonassessable shares of Surviving Corporation Common stock.

6. Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common		$0.001	83,552,958

7. Paid-in Capital of the surviving or new corporation:                             $  20,121,835

("Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8. The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated:	February 28	2015	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/  Nandu Thondavadi
	Any Authorized Officer’s Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Printed by authority of the State of Illinois. January 2015— 1 — C 243.4

Form BCA-14.35 (rev. Dec. 2014) Report Following Merger or Consolidation Business Corporation Act	#2	FILED MAY 12 2015 JESSE WHITE SECRETARY OF STATE	PAID MAY 12 2015 EXPEDITED SECRETARY OF STATE
Department of Business Services 501 S. Second St. Rm. 350 Springfield, IL 52756 217-782-6961 www.cyberdrivehlinois.com	File #:
Payment must be made by check or money order payable to Secretary of State.		Approved:
Date:	Franchise Tax: $	Filing Fee: $5                      Penalty: $      Interest:  $
---- Type or Print clearly in black ink----		---- Do not write above this line ----

1.   Corporate Name:	Quadrant 4 System Corporation
2.   State or Country of Incorporation:	IL

3. Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Quadrant 4 System Corporation	Common		$0.001	83,552,958
Quadrant 4 Cloud, Inc.	Common			1,000

4. Paid-in Capital of each corporation party to the merger prior to the merger:

Corporation	Paid-in Capital
Quadrant 4 System Corporation	$20,121,835
Quadrant 4 Cloud, Inc.	$100

5. Description of merger: (Include effective date and brief explanation of the conversion as stated in the plan of merger.)

Effective Date: 1/1/2015; Quadrant 4 Cloud, Inc. is the disappearing corporation.

Each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time will be converted into 1 share of fully paid and nonassessable shares of Surviving Corporation Common stock.

6. Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common		$0.001	83,552,958

7. Paid-in Capital of the surviving or new corporation:                                                $  20,121,935

("Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8. The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated:	February 28	2015	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/  Nandu Thondavadi
	Any Authorized Officer’s Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Printed by authority of the State of Illinois. January 2015— 1 — C 243.4

FORM BCA 11.25 (rev. Dec. 2003)

ARTICLES OF MERGER,

CONSOLIDATION OR EXCHANGE

Business Corporation Act

Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com   Remit payment in the form of a check or money order payable to Secretary of State.   Filing fee is $100, but if merger or consolidation involves more than two corporations, submit $50 for each additional corporation.   FILED   MAR 25 2016   JESSE WHITE SECRETARY OF STATE PAID   MAR 25 2016   DEPARTMENT OF BUSINESS SERVICES   CD0190688

File #      6898-063-1         Filing Fee:  $100.00           Approved:       lt             

---- Submit in duplicate ---- ---- Type or Print clearly in black ink ---- ---- Do not write above this line ----

NOTE: Strike inapplicable words in Items 1, 3, 4 and 5.

1.  Names of Corporations proposing to merge consolidate exchange shares and State or Country of incorporation.

Name of Corporation	State or Country of Incorporation	Corporation File Number
Quadrant 4 System Corporation	IL	6898-063-1
DialedIN, Inc.	DE	NR

2.  The laws of the slate or country under which each Corporation is incorporated permits such merger, consolidation or exchange.

3.  a. Name of the	surviving now acquiring	corporation:	Quadrant 4 System Corporation
b. Corporation shall be governed by the laws of:			IL

For more space, attach additional sheets of this size.

4.  Plan of merger consolidation exchange is as follows:

Please see attached Plan of Merger document

Page 1

Printed by authority of the State of Illinois. January 2015 — 1 — C 195.13

5. The merger consolidation exchange was approved, as to each Corporation not organized in Illinois, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois Corporation, as follows:

The following items are not applicable to mergers under §11.30 - 90 percent-owned subsidiary provisions. (See Article 7 on page 3.)

Mark an "X" In one box only for each Illinois Corporation.

Name of Corporation:	By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (§11. 20)	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with §7.10 and §11.20.	By written consent of ALL shareholders entitled to vote on the action, in accordance with §7.10 and §11.20.
Quadrant 4 System Corporation	☐	☐	☑
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐
	☐	☐	☐

6.  Not applicable If surviving, new or acquiring Corporation is an Illinois Corporation.

It is agreed that, upon and after the filing of the Articles of Merger, Consolidation or Exchange by the Secretary of State of the State of Illinois:

a. The surviving, new or acquiring Corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving, new or acquiring Corporation.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring Corporation to accept service of process in any such proceedings, and

c. The surviving, new or acquiring Corporation will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

Page 2

7.  Complete if reporting a merger under §11.30 - 90 percent-owned subsidiary provisions.

a.   The number of outstanding shares of each class of each merging subsidiary Corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent Corporation:

Name of Corporation Total Number of Shares Outstanding of Each Class Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation

b. Not applicable to 100 percent-owned subsidiaries.

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary Corporation was                                                            ,  Month & Day                                   . Year

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary Corporations received?      ☐  Yes        ☐  No

(If "No," duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and the notice of the right to dissent to the shareholders of each merging subsidiary Corporation.)

8.  The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK.

Dated	January 10	2016	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President & CEO
	Name and Title (type or print)

Dated	January 10	2016	DialedIN, Inc.
	Month & Day	Year	Exact Name of Corporation
	/s/ Nandu Thondavadi
	Any Authorized Officer's Signature
	Nandu Thondavadi, President & CEO
	Name and Title (type or print)

Dated
	Month & Day	Year	Exact Name of Corporation
	Any Authorized Officer's Signature
	Name and Title (type or print)

Page 3

AGREEMENT AND PLAN OF MERGERBETWEENQUADRANT 4 SYSTEM CORPORATIONAND DIALEDIN, INC.

This AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”) is entered into as of December 1, 2015, between Quadrant 4 System Corporation an Illinois corporation (“Surviving Corporation”) and DialedIN, Inc., a Delaware corporation (“Disappearing Corporation”). Disappearing Corporation and Surviving Corporation are sometimes collectively referred to in this Agreement as the “Constituent Corporations.”

RECITALS

A. Surviving Corporation is a corporation organized and existing under the laws of the State of Illinois. As of the date hereof, the authorized capital stock of Surviving Corporation consists of one class of shares, consisting of 200,000,000 shares of Common Stock with a par value of $0.001 per share;

B. Disappearing Corporation is a corporation organized and existing under the laws of the State of Delaware. As of the date hereof, the authorized capital stock of Disappearing corporation consists of one class of shares, consisting of 1,000 shares of Common Stock with a par value of $0.001 per share;

C. Disappearing Corporation and Surviving Corporation have deemed it advisable and in the best interests of each of the Constituent Corporations, respectively, and their respective shareholders, that Disappearing Corporation be merged with and into Surviving Corporation (the “Merger”) as authorized by the laws of the State of Illinois and pursuant to the terms and conditions of this Merger Agreement.

In consideration of the foregoing recitals, the covenants and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Merger; Effectiveness. The Disappearing Corporation shall be merged with and into Surviving Corporation pursuant to the applicable provisions of the Illinois Business Corporation Act, and in accordance with the terms and conditions of this Agreement. Upon the execution by the Constituent Corporations of Articles of Merger incorporating this Merger Agreement and the filing of such Articles of Merger with the Secretary of State of Illinois, the Merger shall become effective December 1, 2015, for accounting purposes only.

2. Articles of Incorporation. The Certificate of Incorporation of the Surviving Corporation shall, at the Effective Time of the Merger, be the Articles of Incorporation of the Surviving Corporation.

3. Bylaws. The Bylaws of Surviving Corporation in effect at the Effective Time of the Merger shall be the Bylaws of the Surviving Corporation

4. Directors and Officers. The directors and officers of the Surviving Corporation immediately after the Effective Time will be as follows:

Nandu Thondavadi – President and Director

Dhru Desai – Secretary and Director

5. Exchange of Shares

a. Exchange Ratio. As of the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof: (a) each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time, will be converted into One (1) share of fully paid and nonassessable shares of Surviving Corporation Common Stock;

b. No Fractional Shares. No fractional shares of Surviving Corporation Common Stock will be issued in connection with the Merger.

c. Surrender and Exchange of Outstanding Certificates. Following the closing, the shares of Common Stock of the Disappearing Corporation that are outstanding immediately prior thereto will be surrendered in exchange for the shares of Common Stock of the Surviving Corporation.

6. Implementation. Each of the Constituent Corporations shall take, or cause to be taken, all action or do, or cause to be done, all things necessary, proper or advisable under the laws of the State of Illinois to consummate and make effective the Merger.

7. Amendment. This Merger Agreement may, to the extent permitted by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of all the Constituent Corporations; provided, however, that this Merger Agreement may not be amended or supplemented after having been approved by the shareholders of a Constituent Corporation except by a vote or consent of shareholders in accordance with applicable law and then only prior to the filing of the Articles of Merger.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.

	Quadrant 4 System Corporation (an Illinois corporation)
Dated: December 1, 2015	By: /s/ Nandu Thondavadi
	Its president
	DialedIn, Inc. (a Delaware corporation)
Dated: December 1, 2015	By: /s/ Nandu Thondavadi
	Its president

Form BCA-14.35 (rev. Dec. 2014) Report Following Merger or Consolidation Business Corporation Act	CD0235256	PAID MAY 25 2016 DEPARTMENT OF BUSINESS SERVICES	FILED MAY 24 2016 JESSE WHITE SECRETARY OF STATE
Department of Business Services 501 S. Second St. Rm. 350 Springfield, IL 62756 217-782-6961 www.cyberdrivehlinois.com	File #:     68980631
Payment must be made by check or money order payable to Secretary of State.		Approved:       JK
Date:      5/24/16	Franchise Tax: $                        Filing Fee: $5	Penalty: $      Interest:  $
---- Type or Print clearly in black ink----		---- Do not write above this line ----

1.   Corporate Name:	Quadrant 4 System Corporation
2.   State or Country of Incorporation:	IL

3. Issued shares of each corporation party to the merger prior to the merger:

Corporation	Class	Series	Par Value	Number of Shares
Quadrant 4 System Corporation	Common		$0.001	83,552,958
DialedIn, Inc.	Common			1,000

4. Paid-in Capital of each corporation party to the merger prior to the merger:

Corporation	Paid-in Capital
Quadrant 4 System Corporation    4(IL) .002539	$20,121,935
DialedIn, Inc.  NR	$100

5. Description of merger: (Include effective date and brief explanation of the conversion as stated in the plan of merger.)

3.25.2016; DialedIn, Inc. is the disappearing corporation.

Each share of the Disappearing Corporation Common Stock issued and outstanding immediately prior to the Effective Time will be converted into 1 share of fully paid and nonassessable shares of Surviving Corporation Common stock.

6. Issued shares after merger:

Class	Series	Par Value	Number of Shares
Common		$0.001	83,552,958

7. Paid-in Capital of the surviving or new corporation:                       $  20,122,035

("Paid-in Capital" replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts.)

ITEM 8 MUST BE SIGNED

8. The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated:	April 04,	2016	Quadrant 4 System Corporation
	Month & Day	Year	Exact Name of Corporation
	/s/  Nandu Thondavadi
	Any Authorized Officer’s Signature
	Nandu Thondavadi, President
	Name and Title (type or print)

Printed by authority of the State of Illinois. January 2015— 1 — C 243.4

EX-3.2

Exhibit 3.2

BYLAWS OF

QUADRANT 4 SYSTEM CORPORATION

BYLAWS

OF

QUADRANT 4 SYSTEM CORPORATION

ARTICLE I

OFFICES OF REGISTERED AGENT

Section 1.1 Registered Office and Agent. The Corporation shall have and maintain a registered office in Illinois and a registered agent having a business office identical with such registered office.

Section 1.2 Other Offices. The Corporation may also have such other office or offices in Illinois or elsewhere as the board of directors may determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. An annual meeting of the stockholders shall be held on the date and at the time designated by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the  next succeeding business day. If the directors shall not be elected at the annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held as soon thereafter as may be convenient.

Section 2.2 Special Meetings. Special meetings of the stockholders may be called at any time by the Chief Executive Officer for the purpose or purposes stated in the call of the meeting.

Section 2.3 Place of Meeting. Annual meetings of stockholders shall be held at such time and place as may be determined by the board of directors and designated in the call and notice or waiver of notice of such meeting; provided, that a waiver of notice signed by all stockholders may designate any time or place as the time and place for the holding of such meeting. If no designation is made, or if a special meeting be called, the place of meeting shall be at the Corporation's principal place of business.

Section 2.4 Notice of Meeting. Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, or, in the case of a merger , consolidation or sale, lease or exchange of all or substantially all of the Corporation's property and assets, at least twenty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the Secretary or the persons calling the meeting to each stockholder of record entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

Section 2.5 Fixing Record Date for Determination of Stockholders. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date to be not more than sixty days prior to the date of a meeting of stockholders, the date of payment of a dividend or the date on which other action requiring determination of stockholders is to be taken, as the case may be. In addition, the record date for a meeting of stockholders shall not be less than ten days, or in the case of a merger, consolidation or sale, lease or exchange of all or substantially all of the Corporation's property and assets, not less than twenty days immediately preceding such meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed for the determination of stockholders entitled to notice of

or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.

Section 2.6 List of Stockholders Entitled to Vote. The officer or agent who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, at any time during usual business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of the stockholders, the corporate books, or to vote at any meeting of the stockholders.

Section 2.7 Quorum and Manner of Acting. Unless otherwise provided by the Articles of Incorporation or these By- laws, a majority of the outstanding shares of the Corporation, entitled to vote on a matter present in person or represented by proxy, shall constitute a quorum for consideration of such matter, at any meeting of stockholders; provided, that if less than a majority of the outstanding shares entitled to vote on a matter are present in person or represented by proxy at said meeting, a majority of the shares so present in person or represented by proxy may adjourn the meeting from time to time without further notice other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. At the adjourned meeting the Corporation may transact any business, which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act of 1983, as enacted in the State of Illinois and as amended from time to time, or any replacement thereto (collectively, the “Act”), or any other applicable statute and/or the Articles of Incorporation or these By-laws.

Section 2.8 Voting Shares and Proxies. Each stockholder shall be entitled to one vote for each share of capital stock  held by such stockholder, except as otherwise provided in the Articles of Incorporation. Each stockholder entitled to vote shall be entitled to vote in person, or may authorize another person or persons to act for him by proxy executed in writing by such stockholder or by his duly authorized attorney-in-fact, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.9 Inspectors. At any meeting of stockholders, the chairman of the meeting may, or upon the request of any stockholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report  the number of shares represented at the meeting, based upon the list of stockholders produced at the meeting in accordance with Section 2.6 hereof and upon their determination of the validity and effect of proxies, and they shall count all votes, report the results and do such other acts as are proper to conduct the election and voting with impartiality and fairness to   all the stockholders. Each such report shall be in writing and signed by at least a majority of the inspectors, the report of a majority being the report of the inspectors, and such reports shall be prima facie evidence of the number of shares represented at the meeting and the result of a vote of the stockholders.

Section 2.10 Voting of Shares by Certain Holders. Shares of its own stock belonging to the Corporation, unless held by it in a fiduciary capacity, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation be expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Any number of stockholders may create an agreement for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for any period of time determined by such agreement, by entering into a written agreement specifying the terms and conditions of the agreement, and by transferring their shares to such trustee or trustees for the purpose of the agreement.

Any such agreement shall not become effective until a counterpart of the agreement is deposited with the Corporation at   its registered office. The counterpart of the agreement so deposited with the Corporation shall be subject to the same right of examination by a stockholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and shall be subject to examination by any beneficiary of the trust under the agreement, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 2.11 Action by Stockholders. Any action required to be taken or which may be taken at a duly called annual or special meeting of the stockholders of the Corporation, may be effected by the consent in writing of such percentage of empowered to vote for or consent to such action stockholders but in no event shall any action be taken or approved with less than a majority of the stockholders.

Section 2.12 Notice of Stockholder Business. At an annual meeting of stockholders, only such business shall be  conducted as shall have been properly brought before the meeting. To be properly brought before the annual meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the  direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting of the stockholders, the stockholder must have the legal right and authority to make the proposal for consideration at the meeting and the stockholder must have given timely notice thereof in writing to the President of the Corporation. To be timely, a stockholder's written notice of intent to make a proposal or proposals must be personally delivered to or   mailed by United States mail, postage prepaid and received by the President of the Corporation at the principal executive offices of the Corporation not less than 120 days prior to the meeting; provided however, that in the event not less than 130 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders (which notice or public disclosure shall include the date of the annual meeting specified in these By-laws, if such By-laws have been filed with the Securities and Exchange Commission and if the Annual Meeting is held on such date), notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the   day of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the President shall set forth as to each item of business the stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the meeting, and in the case of a nomination for election of director, such nominee's name and qualifications, and the reasons for conducting business at the meeting, (b) the name and the record address of the stockholder or stockholders proposing such business, (c) the number of shares of stock of the Corporation which are beneficially owned by such stockholder or stockholders, and (d) any material interest of the stockholder in such business. The chairman of the meeting may refuse to acknowledge the proposal of any stockholder not made in compliance with   this Section 2.12. Notwithstanding anything in these By-laws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the procedures set forth in this Section 2.12.

ARTICLE III

DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by its board of directors, except as may be otherwise provided by the Act or any other applicable statute enacted in Illinois, or the Articles of Incorporation of the Corporation as amended from time to time.

Section 3.2 Number, Tenure and Qualifications. The number of directors shall be designated from time to time by the board of directors, and such number may be fixed or changed from time to time by the board of directors or the shareholders without further amendment to these By-laws. Each director shall be elected to hold office until the next annual meeting of stockholders or until his successor shall have been elected and qualified. The Chairman of the Board shall be elected by and from the membership of the board of directors and shall preside at all meetings of the stockholders and of the board of directors (and of any executive committee thereof), and shall perform such other duties as from time to time shall be prescribed by the board of directors.

Section 3.3 Regular Meetings. A regular meeting of the board of directors shall be held, without other notice than this Section, immediately after and at the same place as the annual meeting of stockholders. The board of directors may provide, by resolution, the time and place, either within or without Illinois, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4 Special Meetings. Special meetings of the board of directors may be called at any time by the Chairman of

the Board or Chief Executive Officer. The person or persons who call a special meeting of the board of directors may designate any place, either within or without Illinois, as the place for holding such special meeting. In the absence of such a designation the place of meeting shall be the Corporation's principal place of business.

Section 3.5 Notice of Special Meetings. Notice stating the place, date and hour of a special meeting shall be mailed not less than five days before the date of the meeting, or shall be sent by telegram or be delivered personally or by telephone not less than two days before the date of the meeting, to each director, by or at the direction of the person or persons   calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Services so addressed, with postage thereon prepaid. If notice is to be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at nor the purpose of any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 3.6 Quorum and Manner of Acting. A majority of the number of directors as fixed in Section 3.2 hereof shall constitute a quorum for the transaction of business at any meeting of the board of directors; provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless otherwise provided in the Act, the Articles of Incorporation or these By-laws.

Section 3.7 Informal Action by Directors. Any action, which is required by law or by these By-laws to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote of all of the directors or all of the members of such committee, as the case may be, at a duly called meeting thereof, and shall be filed with the minutes of proceedings of the Board or committee.

Section 3.8 Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these By-laws, members of the board of directors or of any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence at such meeting.

Section 3.9 Resignations. Any director may resign at any time by giving written notice to the board of directors, the Chairman of the Board, the President or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make  it effective.

Section 3.10 Vacancies and Newly-Created Directorships. Vacancies and newly - created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next election of the class for which such director shall have been chosen and until their successors are elected and qualified or until their earlier resignation or removal.

Section 3.11 Removal. Any director or the entire board of directors may be removed with cause by the holders of 67% of the shares then entitled to vote at an election of directors.

Section 3.12 Interested Directors.

(a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall

be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the shareholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 3.13 Director Compensation. Unless otherwise restricted by the Articles of Incorporation or these By-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expense, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting  of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

COMMITTEES

Section 4.1 Appointment and Powers. The board of directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation which, to the extent provided in said resolution or in these By-laws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize  the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that any such committee may, to the extent authorized in the resolution or resolutions providing for the issuance of such shares of stock adopted by the board of directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or   substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation thereof, or amending the By-laws; and, unless the resolution, By-laws or Articles of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to the Act.

Section 4.2 Absence or Disqualification of Committee Member. In the absence or disqualification of any member of such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Section 4.3 Record of Proceedings. The committees shall keep regular minutes of their proceedings and when required by the board of directors shall report the same to the board of directors.

ARTICLE V

OFFICERS

Section 5.1 Number and Titles. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, one or more Vice Presidents (the number thereof to be determined by the board of directors), a Treasurer, a Secretary, and if desired, any number of vice presidents, assistant treasurers, assistant secretaries, or other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

Section 5.2 Election, Term of Office and Qualifications. The officers shall be elected annually by the board of directors at the first meeting of the board of directors held after the annual meeting of stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall be elected to hold office until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Election of an officer shall not of itself create contract rights.

Section 5.3 Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.4 Resignation. Any officer may resign at any time by giving written notice to the board of directors, the Chairman of the Board, the President or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5 Duties. In addition to and to the extent not inconsistent with the provisions in these By-laws, the officers shall have such authority, be subject to such restrictions and perform such duties in the management of the business, property and affairs of the Corporation as may be determined from time to time by the board of directors.

Section 5.6 President. The President shall be the chief executive officer of the Corporation. Subject to the control of the board of directors, the President shall, in general, supervise and manage the business and affairs of the Corporation and he shall see that the resolutions and directions of the board of directors are carried into effect. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the board of directors or these By-laws or were otherwise required by law, he may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed or the execution of which is in the ordinary course of the Corporation's business, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the board of directors or these By-laws. In general, he shall perform such other duties as from time to time may be prescribed by the Board of Directors.

Section 5.7 Vice Presidents. The Vice-President shall be the chief operating officer of the Corporation. The board of directors may designate more than one Vice-President in which case one shall be designated the Executive Vice President and chief operating officer of the Corporation. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice President designated Executive Vice President by the board of directors and thereafter, or in the absence of such designation, the Vice Presidents in the order otherwise designated by the board of directors, or in the absence of such other designation, in the order of their election) shall perform the duties of the President, and when so acting, shall have all the authority of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to  another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the board of directors or these By-laws or where otherwise required by law, the Vice President (or each of them if there are more than one) may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the board of directors or these By-laws. The Vice Presidents shall perform such other duties as from time to time may  be prescribed by the Chairman of the Board, the President or the board of directors.

Section 5.8 Treasurer. The Treasurer shall be the principal financial and accounting officer of the Corporation, and shall

(a) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (b) keep or cause to be kept correct and complete books and records of account including a record of all receipts and disbursements; (c) deposit all funds and securities of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; (d) from time to time prepare or cause to be prepared and render financial statements of the Corporation at the request of the President or the board of directors; and (e) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the Chairman of the Board, the President or the board of directors. If required by the board of directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 5.9 Secretary. The Secretary shall (a) keep the minutes of the proceedings of the stockholders and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By -laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all stock certificates prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is necessary or appropriate; (d) keep or cause to be kept a register of the name and address of each stockholder, which shall be furnished to the Corporation by each such stockholder, and the number and class of shares held by each stockholder; (e) sign with the president, or a vice -president, or any other officer thereunto authorized by the board of directors, certificates for shares of the Corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these By-laws;

(f) otherwise certify the By-laws, resolutions of the stockholders and board of directors and committees thereof, and other documents of the Corporation as true and correct copies thereof; (g) have general charge of the stock transfer books; and

(h) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the Chairman of the Board, the President or the board of directors.

Section 5.10 Assistant Treasurers and Assistant Secretaries. In the absence of the Treasurer or Secretary or in the event of the inability or refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the Assistant Secretary (or in the event there is more than one of either, in the order designated by the board of directors or in the absence of such designation, in the order of their election) shall perform the duties of the Treasurer and Secretary, respectively, and when  so acting, shall have all the authority of and be subject to all the restrictions upon such office. The Assistant Treasurers   and Assistant Secretaries shall also perform such duties as from time to time may be prescribed by the Treasurer or the Secretary, respectively, or by the Chairman of the Board, the President or the board of directors. If required by the board  of directors, an Assistant Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 5.11 Salaries. The salaries and additional compensation, if any, of the officers shall be determined from time to time by the board of directors; provided, that if such officers are also directors such determination shall be made by a majority of the directors then in office.

ARTICLE VI

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 6.1 Stock Certificates. The issued shares of the Corporation shall be represented by certificates, and no class or series of shares of the Corporation shall be uncertificated shares. Stock certificates shall be in such form as determined by the board of directors and shall be signed by, or in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any of or all the signatures on the certificates may be a facsimile. All certificates of stock shall bear the seal of the Corporation, which seal may be a facsimile, engraved or printed.

Section 6.2 Transfer of Shares. The shares of the Corporation shall be transferable. The Corporation shall have a duty to register any such transfer (a) provided there is presented to the Corporation or its transfer agents (i) the stock certificate endorsed by the appropriate person or persons; and (ii) reasonable assurance that such endorsement is genuine and effective; and, (b) provided that (i) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (ii) any applicable law relating to the collection of taxes has been complied with; and (iii) the transfer is in fact rightful or is to a bona fide purchaser. Upon registration of such transfer upon the stock transfer books of the Corporation the certificates representing the shares transferred shall be canceled and the new record holder, upon request, shall be

entitled to a new certificate or certificates. The terms and conditions described in the foregoing provisions of this Section shall be construed in accordance with the provisions of the Illinois Uniform Commercial Code, except as otherwise provided by the Act. No new certificate shall be issued until the former certificate or certificates for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, wrongfully taken or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the board of directors, the Chairman of the Board or the President may prescribe consistent with applicable law.

ARTICLE VII

DIVIDENDS

Section 7.1 Dividends. Subject to the provisions of the Act and the Articles of Incorporation, the board of directors may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Indemnification. The Corporation shall indemnify, to the full extent that it shall have the power under the Act to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding. The words "liabilities" and "expenses" shall include, without limitations: liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, expenses, attorneys' fees and costs. Expenses incurred in defending a civil, criminal, administrative, investigative or other action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding in accordance with the Act.

The indemnification and advancement of expenses provided by this By-law shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, statue, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

The Corporation may purchase and maintain insurance on behalf of any person referred to in the preceding paragraph against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this By-law or otherwise.

For purposes of this By-law, reference to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation, as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this By-law with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

The provisions of this By-law shall be deemed to be a contract between the Corporation and each director, officer, employee and agent who serves in any such capacity at any time while this By-law and the relevant provisions of the Act, or other applicable law, if any, are in effect, and any repeal or modification of such law or of this By-law shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts.

For purposes of this By-law, references to "other enterprises" shall include employee benefit plans; references to "fines"

shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be   in the best interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

ARTICLE IX

FISCAL YEAR

Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by the board of directors.

ARTICLE X

SEAL

Section 10.1 Seal. The Corporation may adopt an official corporate seal which shall have inscribed thereon the name of  the Corporation and the words "Corporate Seal" and "Illinois." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. If not required under the Act, the Corporation may act without adopting an official corporate seal.

ARTICLE XI

WAIVER OF NOTICE

Section 11.1 Waiver of Notice. Whenever any notice is required to be given under these By-laws, the Articles of Incorporation or the Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.1 Contracts. The board of directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and the Chairman of the Board or the President may so authorize any officer or agent with respect to contracts or instruments in the usual and regular course of its business. Such authority may be general or confined to specific instances.

Section 12.2 Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 12.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, or notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent as shall from time to time be authorized by the board of directors.

Section 12.4 Deposits. The board of directors may select banks, trust companies or other depositaries for the funds of the Corporation.

Section 12.5 Stock in Other Corporations. Shares of any other corporation which may from time to time be held by the Corporation may be represented and voted by the Chairman of the Board or the President, or by any proxy appointed in writing by the Chairman of the Board or the President, or by any other person or persons thereunto authorized by the board of directors, at any meeting of stockholders of such corporation or by executing written consents with respect to such  shares where stockholder action may be taken by written consent. Shares represented by certificates standing in the name  of the Corporation may be endorsed for sale or transfer in the name of the Corporation by the Chairman of the Board, the President or by any other officer thereunto authorized by the board of directors. Shares belonging to the Corporation need not stand in the name of the Corporation, but may be held for the benefit of the Corporation in the name of any nominee designated for such purpose by the board of directors.

ARTICLE XIII

AMENDMENT

Section 13.1 Procedure. These By-laws may be altered, amended or repealed and new by-laws may be adopted by the board of directors.

Section 13.2 Amendment by Stockholders. Notwithstanding any other provision of the Articles of Incorporation or these By-laws of the Corporation to the contrary and notwithstanding that a lesser percentage may be specified by law, in the event these By-laws shall be amended by vote of stockholders, the affirmative vote of the holders of at least two-thirds (66 2/3) of the voting power of the outstanding shares of all classes of stock of the Corporation, voting together as a single class, shall be required to amend or repeal or adopt any provision inconsistent with Sections 2.2, 2.11, 2.12, 3.2, 3.10, 3.11 or 13.2 of these By -laws.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Nandu Thondavadi, Chief Executive Officer of Quadrant 4 System Corporation certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Quadrant 4 System Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated Subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report; and

d) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2016	By:	/s/ Nandu Thondavadi
	Name:	Nandu Thondavadi
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Dhru Desai, Chief Financial Officer of Quadrant 4 System Corporation, certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Quadrant 4 System Corporation;

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.        Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.        The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant , including its  consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

 d)           Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2016	By:	/s/ Dhru Desai
	Name:	Dhru Desai
	Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to Annual Report of Quadrant 4 System Corporation (the “Company”) on Form 10-K/A for the year ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nandu Thondavadi, Chief Executive Officer and I, Dhru Desai, Chief Financial Officer, of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 22, 2016	By:	/s/ Nandu Thondavadi
	Name:	Nandu Thondavadi
	Title:	President and Chief Executive Officer
Date: September 22, 2016	By:	/s/ Dhru Desai
	Name:	Dhru Desai
	Title:	Chief Financial Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 25, 2016	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Quadrant 4 System Corp
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		108,861,774
Entity Public Float			$ 20,125,498.68
Amendment Flag	true
Amendment Description	EXPLANATORY NOTE FOR AMENDMENT NO. 1:QUADRANT 4 SYSTEM CORPORATION (the "Company" or "we") is filing this Amendment No. 1 on Form 10-K/A to amend and restate in their entirety the following Items in our Annual Report on Form 10-K for the year ended December 31, 2015 as originally filed with the Securities and Exchange Commission on March 28, 2016 (the "Original Form 10-K") in order to correct required information in the Original Form 10-K as follows:(i) Cover Page: Title of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the "1934 Act") and aggregate market value of common stock held by affiliates of the Registrant.(ii) Part II, Item 8 (Financial Statements), for the purposes of (a) adding disclosures regarding related party transactions as set forth in Note 14 thereto, (b) correcting Note 11 to reflect that our Articles of Incorporation do not provide for the issuance of preferred stock and (c) correcting Note 14 to provide additional information regarding our relationship with a key subcontractor.(iii) Part II, Item 9B (Other Information), Part IV, Item 15 (Exhibits, Financial Statement Schedules) and Exhibits 3.1 and 3.2 to attach copies of the Company's Articles of Incorporation and Bylaws.(iv) Part III, Item 10 (Directors and Executive Officers of the Registrant) to (a) correct the ages of the directors, (b) remove disclosures regarding the beneficial ownership of our common stock by our directors and executive officers, which disclosure have been corrected and incorporated into Item 12 of this Amendment, and (c) correct disclosures regarding compliance of our directors and executive officers with the requirements of Section 16(a) of the 1934 Act.(v) Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters) to correct the disclosure of the beneficial ownership of our common stock.(vi) Part III, Item 13 (Certain Relationships and Related Transactions) to provide revised disclosure of relationships and transactions with related parties.No other portions of such Items as set forth in the Original Form 10-K, and no other Items of the Original Form 10-K, were affected by such changes. This report on Form 10-K/A is presented as of the filing date of the Original Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the foregoing matters. This Amendment should be read in conjunction with the Original Form 10-K, which continues to speak as of the date thereof.
Entity Central Index Key	0000878802
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$ 246,492	$ 2,285,557
Accounts and unbilled receivables (net of allowance for doubtful accounts of $550,000 and $810,000 at December 31, 2015 and December 31, 2014, respectively)	9,555,725	10,118,816
Inventory	95,400	0
Other current assets	148,076	233,789
Total current assets	10,045,693	12,638,162
Intangible assets, customer lists and technology stacks – net	11,566,643	12,479,737
Goodwill	2,004,600	0
Equipment under capital lease – net	366,961	0
Equipment – net	168,169	35,931
Long-term assets
Software development costs – net	11,357,524	5,146,047
Deferred financing costs – net	356,979	600,583
Deferred licensing and royalty fees – net	960,000	1,200,000
Other assets	327,329	361,464
TOTAL ASSETS	37,153,898	32,461,924
Current Liabilities
Accounts payable and accrued expenses	5,652,257	4,413,094
Note payable – revolver	7,601,904	6,750,050
Earn outs payable	343,075	0
Current obligation under capital lease	152,640	0
Current maturities - long term debt, net of debt discount of $31,945	2,637,344	650,810
Total current liabilities	16,387,220	11,813,954
Non-current obligation under capital lease	162,149	0
Long-term debt, less current maturities, net of debt discount of $197,333	4,338,763	5,834,688
Total liabilities	20,888,132	17,648,642
Stockholders' Equity
Common stock - $0.001 par value; authorized: 200,000,000 shares: issued and outstanding 108,861,774 and 102,661,774 shares at December 31, 2015 and December 31, 2014, respectively	108,862	102,662
Additional paid-in capital	35,194,180	33,231,980
Accumulated deficit	(19,037,276)	(18,521,360)
Total stockholders' equity	16,265,766	14,813,282
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 37,153,898	$ 32,461,924

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Allowance for doubtful accounts	$ 550,000	$ 810,000
Current maturities - long term debt, debt discount	31,945	31,945
Long-term debt, less current maturities, debt discount	$ 197,333	$ 197,333
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	108,861,774	102,661,774
Common stock, shares outstanding	108,861,774	102,661,774

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Revenue	$ 52,038,044	$ 48,492,349
Cost of revenue	31,168,394	30,917,470
Gross margin	20,869,650	17,574,879
Operating expenses:
General and administrative expenses	(12,353,824)	(8,467,919)
Research and development	(1,849,389)	(2,655,980)
Amortization, depreciation and impairment expense/loss	(5,238,582)	(5,642,942)
Interest expense	(1,943,771)	(1,877,406)
Total	(21,385,566)	(18,644,247)
Net loss before income taxes	(515,916)	(1,069,368)
Provision for income taxes	0	0
Net loss	$ (515,916)	$ (1,069,368)
Net loss per common share – basic and diluted (in Dollars per share)		$ (0.01)
Weighted average common shares – basic and diluted (in Shares)	103,754,377	102,024,778

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2013	$ 92,467	$ 27,063,188	$ (17,451,992)	$ 9,703,663
Balance (in Shares) at Dec. 31, 2013	92,466,690
Sale of common stock	$ 1,875	1,122,876		1,124,751
Sale of common stock (in Shares)	1,874,584
Shares issued for services	$ 451	119,865		120,316
Shares issued for services (in Shares)	451,055
Shares issued for loan extension	$ 350	139,650		140,000
Shares issued for loan extension (in Shares)	350,000
Shares issued for acquisition of assets	$ 4,519	2,997,401		3,001,920
Shares issued for acquisition of assets (in Shares)	4,519,445
Shares issued for licensing fee	$ 3,000	1,197,000		1,200,000
Shares issued for licensing fee (in Shares)	3,000,000
Warrants granted		592,000		592,000
Net Profit/(loss)			(1,069,368)	(1,069,368)
Balance at Dec. 31, 2014	$ 102,662	33,231,980	(18,521,360)	$ 14,813,282
Balance (in Shares) at Dec. 31, 2014	102,661,774			102,661,774
Shares issued for services	$ 1,450	325,050		$ 326,500
Shares issued for services (in Shares)	1,450,000
Shares issued for acquisition of assets	$ 4,750	972,750		977,500
Shares issued for acquisition of assets (in Shares)	4,750,000
Warrants granted		664,400		664,400
Net Profit/(loss)			(515,916)	(515,916)
Balance at Dec. 31, 2015	$ 108,862	$ 35,194,180	$ (19,037,276)	$ 16,265,766
Balance (in Shares) at Dec. 31, 2015	108,861,774			108,861,774

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net loss	$ (515,916)	$ (1,069,368)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization, impairment and depreciation expense	5,238,582	5,642,942
Deferred license cost	240,000	0
Provision for doubtful accounts	(260,000)	8,409
Issuance of stock for services and loan extension	326,500	260,316
Issuance of warrants for services	664,400	0
Changes in assets and liabilities, net of the effect of the acquisitions
Accounts and unbilled receivables	978,124	(4,311,076)
Inventory	(95,400)	0
Other current assets	(69,151)	(63,436)
Software development costs	(6,516,889)	(1,890,000)
Deferred finance costs	243,604	(546,667)
Other assets	44,999	(72,792)
Obligation under capital lease	314,789	0
Debt discount	0	(592,000)
Accounts payable and accrued expenses	(2,080,934)	(851,725)
Net cash used in operating activities	(1,487,292)	(3,485,397)
Cash flows from investing activities:
Purchase of equipment	(523,470)	(20,440)
Acquisition of assets – net cash paid	(370,766)	0
Net cash used in investing activities	(894,236)	(20,440)
Cash flows from financing activities:
Proceeds from sales of common stock	0	1,124,751
Proceeds from notes payable – other	0	4,100,000
Borrowings on revolver	51,838,143	41,087,708
Repayments of revolver	(50,986,289)	(38,668,233)
Payments of long-term debt	(509,391)	(2,750,047)
Net cash provided by financing activities	342,463	4,894,179
Net (decrease)/increase in cash	(2,039,065)	1,388,342
Cash – beginning of year	2,285,557	897,215
Cash – end of year	246,492	2,285,557
Supplemental disclosure of cash flow information
Interest	1,848,331	1,367,559
Income Taxes	0	0
Assets acquired
Inventory	90,442	0
Current assets	164,196	0
Equipment	90,721	0
Customer list and relationship	3,661,479	0
Goodwill	2,004,600	0
Total assets acquired	6,011,438	0
Purchase of assets funded by:
Accrued Liabilities	3,263,172	0
Subordinate debt	1,000,000	0
Common stock par value $0.001 per share, 4,750,000 shares	977,500	0
Contingent earn-out payments	400,000	0
	5,640,672	0
Net Cash paid	$ 370,766	$ 0

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals)	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Common stock, shares | shares	4,750,000
Common stock par value | $ / shares	$ 0.001

XML

NOTE 1 - ORGANIZATION AND OPERATIONS

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 – ORGANIZATION AND OPERATIONS

Organization

Quadrant 4 System Corporation (sometimes referred to herein as “Quadrant 4” or the “Company”) was incorporated by the Florida Department of State on May 9, 1990 as Sun Express Group, Inc. and changed its name on March 31, 2011. The Company changed its domicile to Illinois on April 25, 2014. The Company generates revenue from clients located mostly in North America operating out of multiple office locations in the United States. In addition, the Company’s revenues are derived from a few select industries pertaining to information technology, consulting, professional services and vertical cloud platforms that include a large number of participants and are subject to rapid change.

Operations

The Company is engaged in the Information Technology sector as a provider of Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) systems to the health insurance (QBIX/QHIX), media (QBLITZ) and education (QEDX) verticals (collectively “Platforms”). Along with these platforms, we also provide relevant services that leverage on our proprietary Social Media, Mobility, Analytics and Cloud (SMAC) technology stack. Our core services include Consulting, Application Life Cycle Management, Enterprise Applications & Data Management, Mobility Applications and Business Analytics (collectively “Consulting”). We blend these services with our technology platforms to offer client specific and industry specific solutions to Healthcare, Media, Education, Retail and Manufacturing industry segments (collectively “Solutions”). Consulting and Solutions are grouped together as “Services”.

The Company generates revenues principally from two broad segments, namely Services and Platforms. The Services component includes Consulting that bills on a time & material basis; Solutions that bills on time & material basis; and managed services that bills fixed monthly fees and provides pre-determined services.  The Platform segment bills on transaction basis such as per member per month enrolled for the QBIX/QHIX; per bandwidth consumed for the QBLITZ; and per student per month for the QEDX platforms. The QBIX revenue stream started in 2015. The Company anticipates to increase the Platform based revenues in 2016.

XML

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

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. As of January 1, 2015, the two wholly owned subsidiaries have been merged with Quadrant 4 System Corporation. All intercompany transactions for 2014 have been eliminated.

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 14). 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. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are removed from the appropriate amounts and any profit or loss on the sale or disposition of assets is credited or charged to income.

Inventory

Inventory consists primarily of manufactured and preassembled units ready for distribution. Inventory is stated at the lower of cost (first-in, first-out) or market. In evaluating whether inventory is stated lower of cost or market, management considers such factors as the amount of inventory on hand and the distribution channel, the estimated time to sell such inventory, and the current market conditions. Adjustments to reduce inventory to its net realizable value are charged to cost of goods sold.

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 with the September 30, 2015 quarter. 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 years ranging from 2 to 5 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 years ranging from 2 to 7 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 components of the product or process have been completed are capitalized as software development costs. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years and are recorded in amortization expense which started during 2015 when the platforms first became available 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.

The Company’s Product Development and R&D are carried out by both our employees in the US as well as outsourced contractors in India. The US employees mainly focus on the domain, market relevance, feasibility and possible pilots/prototypes. The Indian contractors mostly focus on execution in terms of software development and testing.

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 9).

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 deferred licensing fee is being amortized over a period of five years.

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, 2015 and 2014.

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.

Goodwill

In connection with the Company's acquisitions, valuations are usually completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operation, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired.

Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values.

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. The Company specifically recognizes three kinds of revenues:

1.	Time & material - consulting and project engagements fall in this category and revenues are recognized when the client signs and approves the time sheet of consultants who have completed work on their assignment.
2.	Managed services – engagements where the Company bills a fixed contracted amount per billing period for the defined services provided such as software maintenance, break-fix and hosting services. The client provides no acknowledgement of delivery since the agreed upon service level agreements determine any service deficiencies. Any service deficiencies are addressed within the normal course of the engagement. Since the revenue is not subject to forfeiture, refund or other concession and all delivery obligations are fulfilled and the fee is fixed and determinable, the Company follows the guidance under FASB ASC 985-605 to recognize the revenues.
3.	Software As A Service – subscription revenues for using the Company’s software platforms will fall in this category. The Company recognizes the revenues for each period using the starting and ending average of subscriber fees during the billing period.  The objective of the period average is to accommodate frequent changes such as new hires, terminations, and/or births/deaths on our QHIX health insurance platform. Our platforms automatically determine the average users and no further acknowledgement is required from the clients to recognize these revenues.

As of December 31, 2015 and 2014, the Company does not have any multiple-element revenue streams.

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, 2015 and 2014, there were 20,096,454 and 17,588,760 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. All derivative instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent for holding them. We record our interest rate and foreign currency swaps at fair value based on discounted cash flow analysis and for warrants and other option type instruments based on option pricing models. The changes in fair value of these instruments are recorded in income or expense.

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.

The Company’s largest customer represented 14.9% and 13.7% of consolidated revenues and 15.8% and 7.8% of accounts receivable as of and for the years ended December 31, 2015 and 2014, respectively.  The Company had one customer that represented 15.8% of the total accounts receivable as of December 31, 2015, while one customer had 10.5% of the total accounts receivable as of December 31, 2014. The Company’s largest vendor represented 30.7% and 23.8% of total vendor payments for the years ended December 31, 2015 and 2014, 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.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial positions. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods permitted.

In February 2016, the FASB issued ASU 2016-02, Leases, which is intended to improve financial reporting for lease transactions by increasing transparency and comparability among organizations. The guidance in ASU No. 2016-02 requires a lessee to recognize the following at the commencement date for all leases with lease terms of more than 12 months: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The guidance in ASU No 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Management is currently assessing the impact the guidance will have upon adoption.

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.

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NOTE 3 - ACQUISITIONS

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE 3 – ACQUISITIONS

On May 1, 2014, the Company acquired certain technology assets specific to media platforms for a total consideration of 4,444,445 shares priced at $0.45/share aggregating to $2,000,000 which was capitalized in 2014 as part of the technology stacks, and 2 million warrants exercisable over 3 years, with an exercise prices of $0.50 and $0.10, per share. The value of the warrants, using Black Scholes model is $977,171 which was capitalized in 2014 as part of the technology stacks. These assets are critical to executing the long-term sales contract that the Company signed effective May 1, 2014 to provide media platform services valued up to $50,000,000 over five years to an existing client.

Brainchild Corporation

On January 1, 2015, the Company completed the acquisition of 100% of the outstanding stock of Brainchild Corporation ("Brainchild").  Brainchild based in Naples, Florida is a leading provider of web-based and mobile learning solutions for kindergarten through high school, grades K-12.  The acquisition of Brainchild includes technology, staffing and software solutions developed for providing its educational solutions.

This acquisition represents the Company’s entry into its newest vertical. This will not change the Company’s business model since the Company intends to leverage its experience in building and operating cloud-based exchanges for healthcare and media to the education market.  The Company believes there is a growing demand for platforms that will bring together the delivery of digital instructional content, assessments and analysis of student information and performance data by educators in K-12 schools throughout the US.

The Company paid $500,000 in cash, less certain loan balances at closing; issued 250,000 shares of the Company’s common stock with a buy back at thirty-six months at a guaranteed valuation of $2.00, per share, and a note for $1,000,000 for thirty-six months with interest at 8%, per annum.  In addition, the Agreement calls for a performance based earn-out of up to $400,000, as defined, to be paid on a semi-annual basis on January 1 and July 1 each year based on actual cash received from the sale of units during the period. As of December 31, 2015, the Company has paid $80,469 as performance based earn-out in cash. The Seller has the option to receive any or all of the earn-out payment in common stock of the Company priced at a five trading day average price, as defined. On January 20, 2015, the Company merged Brainchild with its parent.

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2014 and includes the amortization of acquired intangibles.

	2014
Gross Sales:	$	50,482,572
Net Loss:	$	(2,119,398	)

DialedIn Corporation

On December 1, 2015, the Company acquired 100% shares of DialedIn Corporation and merged it with the Company. DialedIn built a platform to create, distribute and track enterprise communications. DialedIn’s platform allows organizations to better communicate internally and improve sales and marketing communications by developing web-based, interactive communications and provides in-depth insights into audience engagement.

The Company issued 4,000,000 shares of the Company’s common stock, valued at $760,000, in exchange for all the assets and liabilities of DialedIn Corporation. Each outstanding share of stock of DialedIn was cancelled and converted into the right to receive stock of the Company as defined.

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2015.

	December 31, 2015
Gross Sales:	$	52,248,554
Net Loss:	$	(1,605,980	)

The Company calculated the significance of the acquisition based upon the past five year’s losses and determined that audited financial statements were not required.

DUS Corporation

Effective October 1, 2015, the Company entered into an asset purchase agreement with DUS Corporation to acquire certain assets, properties and rights connected with the Intelligent Help Desk business, subject to certain liabilities totaling $2,950,000, for 500,000 shares of the Company's stock valued at $75,000. The business provides help desk support services for purchasers of hardware and software solutions. The seller agreed to a non-compete clause for a period of three years. The Company obtained a valuation report from a consultant who it hired to perform the allocation of the DUS purchase price.

Since the Company recorded goodwill of $2,004,600 in connection with its acquisition of DUS on October 1, 2015, the Company has determined that no impairment testing was deemed necessary at December 31, 2015.

The table below summarizes the allocation of the purchase price of the acquisition over the estimated fair values of the assets acquired and liabilities assumed.

Fair value of consideration transferred from the acquisitions:
	Brainchild			DialedIn			DUS			Total
Cash	$	500,000		$	-		$	-		$	500,000
Subordinated debt		1,000,000			-			-			1,000,000
Common stock		142,500			760,000			75,000			977,500
Contingent earn-out payments		400,000			-			-			400,000
	$	2,042,500		$	760,000		$	75,000		$	2,877,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	30,272		$	98,962		$	-		$	129,234
Customer lists/Technology intangibles, net		649,265			695,339			-			1,344,604
Inventory		90,442			-			-			90,442
Deposits		2,000			7,163			-			9,163
Accounts receivable		121,715			33,318			-			155,033
Fixed assets		12,045			3,676			75,000			90,721
Accounts payable and accrued liabilities		(151,774	)		(161,398	)		(2,950,000	)		(3,263,172	)
Sub total		753,965			677,060			(2,875,000	)		(1,443,975	)
Excess of purchase price allocated to intangible assets		1,288,535			82,940			945,400			2,316,875
Excess of purchase price allocated to Goodwill		-			-			2,004,600			2,004,600
Total	$	2,042,500		$	760,000		$	75,000		$	2,877,500

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NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Intangible Assets Disclosure [Text Block]

NOTE 4 – INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS

As of December 31, 2015 and 2014, intangible assets consisted of the following:

	December 31, 2015							December 31, 2014
	Gross		Accumulated amortization			Balance		Gross		Accumulated amortization			Balance
Customer list
Services	$	24,217,238	$	(21,129,178	)	$	3,088,060	$	23,281,196	$	(19,145,168	)	$	4,136,028
Education		290,670		(58,140	)		232,530		-		-			-
Media		1,639,750		(1,169,008	)		470,742		1,639,750		(797,808	)		841,942
		26,147,658		(22,356,326	)		3,791,332		24,920,946		(19,942,976	)		4,977,970
Technology stack
Services	$	7,237,637	$	(4,892,300	)	$	2,345,337	$	6,450,000	$	(3,797,411	)	$	2,652,589
Education		1,647,130		(235,308	)		1,411,822		-		-			-
Health		175,000		(74,988	)		100,012		175,000		(49,992	)		125,008
Media		5,642,171		(1,724,031	)		3,918,140		5,642,171		(918,002	)		4,724,169
		14,701,938		(6,926,627	)		7,775,311		12,267,171		(4,765,404	)		7,501,767
Total	$	40,849,596	$	(29,282,953	)	$	11,566,643	$	37,188,117	$	(24,708,380	)	$	12,479,737

For the years ended December 31, 2015 and 2014, the changes in intangible assets were as follows:

	2015			2014
Balance, January 1,	$	12,479,737		$	15,058,253
Additions		3,661,477			3,001,921
Impairment of assets		(170,951	)		-
Amortization		(4,404,620	)		(5,580,437	)
Balance, December 31,	$	11,566,643		$	12,479,737

For the years ended December 31, 2015 and 2014, amortization expense was $4,404,620 and $5,580,437, respectively. For the years ended December 31, 2015 and 2014, the Company recognized an impairment loss of $170,951 and nil respectively. The impairment loss in 2015 pertains to the reduction in revenue from the acquired customers which was calculated using the present value of future cash flows.

As of December 31, 2015, the estimated aggregated amortization expense for each of the five succeeding years is as follows:

Year	Amount
2016	$	3,742,540
2017		3,510,211
2018		1,477,145
2019		1,364,959
2020		913,616
2021 and thereafter		558,172
Total	$	11,566,643

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NOTE 5 - SOFTWARE DEVELOPMENT COSTS

12 Months Ended

Dec. 31, 2015

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

NOTE 5 – SOFTWARE DEVELOPMENT COSTS

The Company specifically recognizes capitalized software costs by its product platforms as follows:

	December 31, 2015										December 31, 2014
	Gross			Accumulated amortization				Balance			Gross			Accumulated amortization			Balance
QBIX		$	1,527,060		$	(305,412	)		$	1,221,648		$	1,427,485		$	-		$	1,427,485
QHIX			4,823,355			-				4,823,355			3,121,313			-			3,121,313
QBLITZ			3,879,899			-				3,879,899			597,249			-			597,249
QEDX			1,432,622			-				1,432,622			-			-			-
		$	11,662,936		$	(305,412	)		$	11,357,524		$	5,146,047		$	-		$	5,146,047

For the year ending December 31, 2015, the change in Software Development costs was as follows:

Balance, January 1,	$	5,146,047
Additions		6,516,889
Impairment of assets		-
Amortization		(305,412	)
Balance, September 30,	$	11,357,524

Amortization expenses on software development cost was $305,412 and nil for the years ending December 31, 2015 and 2014, respectively.

The Company began amortizing the QBIX platform development costs in 2015. The Company anticipates the QHIX and QEDX platforms to be offered for sale starting in the first quarter of 2016 and for QBLITZ starting in year 2018. As of December 31, 2015, the estimated aggregated amortization expense for each of five succeeding years is as follows:

Year	Amount
2016	$	1,556,604
2017		1,556,604
2018		2,332,584
2019		2,332,584
2020		2,027,189
2021 and thereafter		1,551,959
Total	$	11,357,524

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NOTE 6 - INVENTORY

12 Months Ended

Dec. 31, 2015

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

NOTE 6 – INVENTORY

Inventory consists of the following:

Description	December 31, 2015
Hardware Assessment Devices	$	82,574
Display Devices		9,431
Accessories – Power adaptors & Cables		3,395
	$	95,400

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NOTE 7 - EQUIPMENT

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 7 – EQUIPMENT

Equipment consists of the following:

Description of Cost	December 31, 2015			December 31, 2014
Furniture & fixtures	$	35,993		$	5,000
Leasehold improvements		33,311			-
Computing equipment		594,319			44,431
Total		663,623			49,431
Less: Accumulated depreciation		(128,493	)		(13,500	)
Balance	$	535,130		$	35,931

Description	December 31, 2015		December 31, 2014
Equipment – net	$	168,169	$	35,931
Equipment under capital lease – net		366,961		-
	$	535,130	$	35,931

Depreciation expense was $114,993 and $6,000 for the years ended December 31, 2015 and 2014, respectively.

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NOTE 8 - NOTE PAYABLE - REVOLVER

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Short-term Debt [Text Block]

NOTE 8 – NOTE PAYABLE - REVOLVER

In October 2014, the Company refinanced its factoring facility and replaced it with a new Asset Based Lending (ABL) revolver bank facility that has a term of 36 months and a maximum line of $10,000,000. The ABL was priced at 4.5% over 30-day LIBOR (with a minimum floor of 2%) plus an administrative fee of 0.1% per month on the outstanding balance and 0.084% per month on the unused portion of the revolver. As of December 31, 2015, the Company has borrowings of $7,601,904 on the Revolver.

The Company has agreed for two specific financial covenants that include (a) Fixed Charge Coverage Ratio for trailing 12 months cannot be less than 1.3 and 1.0. Fixed Charge Coverage Ratio being defined as the ratio of Operating Cash Flows to Fixed Charges; and (b) Total Leverage Ratio for the trailing 12 months to be between 1.0 and 3.0. Total Leverage Ratio being defined as the ratio of Total Debt to EBITDA. As of December 31, 2015, the Company is in compliance with the two specific financial covenants. 

As of December 31, 2014, the Company was in compliance with the two specific financial covenants, however, the Company did not meet providing a copy of the audited consolidated financial statements to the bank within 90 days of its year-end. In addition, the Company’s December 31, 2014 borrowing base report that was provided to the bank was subsequently discovered to have been calculated incorrectly.

In addition, the Company entered into a term loan commitment with the lender for $3,000,000 (Note 9).

All borrowings under this revolving line of credit are collateralized by the accounts receivable and substantially all other assets of the Company.

In connection with the financing, the Company incurred legal, loan origination and advisory expenses totaling $600,583 which has been recorded as deferred financing costs and are being amortized over three years as interest expense. Amortization for the years ending December 31, 2015 and 2014 on the deferred financing costs is $141,382 and $56,505,respectively.

In addition, the Company entered into an advisory agreement on April 6, 2014 with a financial advisor to facilitate arranging the financing. A termination fee of $560,000 incurred as a result of the change in lenders has been expensed as interest expense for the year ending December 31, 2014.

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NOTE 9 - LONG-TERM DEBT

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Long-term Debt [Text Block]

NOTE 9 – LONG-TERM DEBT

As of December 31, 2015 and 2014, long-term debt consisted of the following:

	December 31, 2015			December 31, 2014
Note payable due December 31, 2017, as extended, plus interest at 6.5% per annum (a)	$	3,117,538		$	3,117,538
Note payable due October 1, 2017, plus interest at approximately 10% per annum (b)		1,825,447			2,853,571
Note payable due July 1, 2016, plus interest at 8% per annum (c)		1,232,000			1,100,000
Note payable due December 31, 2017, plus interest at 8% per annum (d)		1,000,000			-
Note payable due September 23, 2018, plus interest at 6.7% per annum (e)		30,400			-
		7,205,385			7,071,109
Less: Debt Discount		(229,278	)		(585,611	)
Total		6,976,107			6,485,498
Less: Current maturities, net of debt discount of $31,945		(2,637,344	)		(650,810	)
Total long-term debt	$	4,338,763		$	5,834,688

(a) In December 2013, $2 million of the original $5,000,000 Promissory note was converted to 3,333,334 shares of common stock (at $0.60/share) with 1,666,667 warrants exercisable at $1/share through December 31, 2018. The warrant was valued using the Black Scholes Option Pricing model and the Company recorded additional interest related to the conversion of debt and grant of warrants of $1,350,000. In March 2014, the note was extended to December 31, 2015 without any further considerations. On October 1, 2014, the note was extended to December 31, 2017 with the new interest rate at 6.5%. Additionally, 350,000 shares of common stock was granted as consideration for the extension.

(b) In October 2014, the Company entered into a term loan for $3,000,000. The term loan was priced at 8% over 30-day LIBOR (with a minimum floor of 2%) with a term of 36 months. The term loan, as amended, is payable over three years, $83,928.57/month from January 1, 2015 through and including December 1, 2015, and $104,910.71/month from January 1, 2016 through maturity. The Company also issued 250,000 warrants, exercisable at $0.60/share for five years.

The Company calculated the fair value of the warrant as $119,991, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.48, per share; volatility of 355%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the term note. The allocated value of the warrant of $115,000 has been recorded as a discount on the term note payable and will be amortized over three years as interest expense.

(c) In December 2014, the Company entered into a securities purchase agreement for a senior debenture in the amount of $1,232,000 at 8%. The senior debenture does not contain a provision for the debt to be converted into shares of the Company’s common stock. Interest is payable on October 1, 2015 with principal payments of 25% on 1/1/2016, 25% on 4/1/2016 and the remaining 50% on 7/1/2016. The Company issued 2,053,333 warrants priced at $0.60/share. The Company is obligated to issue additional 2,053,333 warrants priced at $0.60/share in the event of a default.

The Company calculated the fair value of the warrant as $841,771, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.41, per share; volatility of 349%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the note payable. The allocated value of the warrant of $477,000 has been recorded as a discount on the note payable and will be amortized over eighteen months as interest expense.

(d) In January 2015, the Company issued a subordinated note for $1,000,000 with an interest rate of 8% to be amortized quarterly over eighteen months beginning July 1, 2016.

(e) On September 23, 2015, the Company issued an unsecured note for $32,898 at an interest rate of 6.7%, payable over 36 months.

Maturities of long term debt are as follows for the years ended December 31,

Year	Amount
2016	$	2,834,677
2016 (Less: Debt Discount)		(197,333	)
2017		4,361,855
2017 (Less: Debt Discount)		(31,945	)
2018		8,853
	$	6,976,107

A termination fee of $560,000 incurred as a result of the change in lenders has been expensed as interest expense for the year ending December 31, 2014.

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NOTE 10 - FAIR VALUE

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Derivatives and Fair Value [Text Block]

NOTE 10 – FAIR VALUE

Fair Value

The Company’s financial instruments consist primarily of receivables, accounts payable, accrued expenses and short-term and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates its fair value because of the short-term maturity of such instruments. In addition, the Company believes that its short and long term debt terms are commensurate with market terms for similar instruments and approximate fair value.

The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) . The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

Assets and liabilities recorded in the consolidated balance sheet at fair value are categorized based on a hierarchy of inputs, as follows:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2	Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or the asset or liability, either directly or indirectly through market corroboration; and
Level 3	Unobservable inputs for the asset or liability.

As of December 31, 2015 and 2014, the Company did not have any assets and or liabilities subject to the fair value hierarchy.

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NOTE 11 - STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 11 – STOCKHOLDERS' EQUITY

Sales of Common Stock 

During 2015, the Company issued the following shares of restricted stock:

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		4,750,000	$	977,500	$	0.21
Employee performance bonus		1,000,000	$	190,000	$	0.19
Various services		450,000	$	136,500	$	0.30
Totals		6,200,000	$	1,304,000	$	0.21

During 2014, the Company issued the following shares of restricted stock:

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		7,519,445	$	3,224,750	$	0.57
Financing charges		350,000	$	140,000	$	0.40
Various services		451,055	$	120,317	$	0.27
Warrant exercise		1,874,584	$	1,124,750	$	0.60
Totals		10,195,084	$	4,609,817	$	0.45

Warrants

The Company has outstanding the following warrants to purchase the Company’s common stock as of December 31,

	2015		2014
Financing and stock subscriptions		8,579,030		8,579,030
Note Extensions		2,843,064		2,843,064
Management		7,007,693		4,500,000
Debt conversion		1,666,668		1,666,667
Total Reserved		20,096,454		17,588,761

A summary of warrant issuances based on common stock equivalents is as follows:

	Number of Shares			Exercise Price		Weighted Average Exercise Price
Balance at December 31, 2012		12,026,678		$	0.36 – 0.60	$	0.51
Warrants exercised		(1,700,000	)
Warrants expired		-
Warrants issued to management		2,500,000		$	0.10
Warrants issued for debt conversion		1,666,667		$	0.36
Warrants issued with stock subscription		666,667		$	0.36
Balance at December 31, 2013		15,160,012		$	0.10 – 0.36	$	0.47
Warrants exercised		(1,874,584	)		0.60
Warrants expired		-
Warrants issued to management		2,000,000		$	0.10
Warrants issued for financing		2,303,333		$	0.60
Balance at December 31, 2014		17,588,761		$	0.10 – 0.60	$	0.55
Warrants exercised		-
Warrants expired		-
Warrants issued to management		50,000		$	0.10
Warrants issued to management		2,507,693		$	0.01
Balance at December 31, 2015		20,096,454		$	0.01 – 0.10	$	0.48

All outstanding warrants are currently exercisable.  A summary of outstanding common stock warrants at December 31, 2015 follows:

Number of Common Stock Warrants		Expiration Date	Remaining Contractual Life (Years)		Exercise price
	3,400,000	10/25/2016		0.8	$	0.60
	446,042	10/25/2016		0.8	$	0.60
	281	10/25/2016		0.8	$	0.60
	1,333,333	12/26/2016		1.0	$	0.36
	2,000,000	5/1/2017		1.3	$	0.10
	629,371	10/25/2017		1.8	$	0.36
	2,059,734	12/31/2017		2.0	$	0.36
	583,333	12/31/2017		2.0	$	0.36
	50,000	12/31/2017		2.0	$	0.10
	2,500,000	7/1/2018		2.5	$	0.10
	1,666,667	12/31/2018		3.0	$	0.36
	666,667	12/31/2018		3.0	$	0.36
	250,000	10/28/2019		3.8	$	0.60
	2,053,333	12/22/2019		4.0	$	0.60
	1,153,847	10/8/2020		4.8	$	0.01
	1,153,846	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	20,096,454

On December 31, 2015, the Company changed the exercise price on certain warrants to purchase the Company’s common stock from $1.00 per share to $0.36 per share. Since the calculated Black Scholes value of these warrants decreased, no change was recorded.

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NOTE 12 - COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Operating Leases:

The Company has entered into office leases at various locations as follows:

Date	Term (Years)	Location	Expiration
09/2012	5	NJ	08/31/2016
06/2013	5	MI	10/31/2018
07/2014	3	GA	08/31/2017
12/2014	4	CA	04/30/2019
06/2015	7	IL	12/31/2022

The Company also added certain facilities (FL and NV) as a month to month basis. As of December 31, 2015 the Company’s future minimum lease payments are as follows:

Year Ending December 31,	Amount
2016	$	162,141
2017		162,871
2018		122,521
2019		59,533
2020 and beyond		88,154
	$	$595,220

Rent Expense for the years ended December 31, 2015 and 2014 were $403,541 and $241,298, respectively.

Capital Lease:

Effective February 1, 2015, the Company entered into a business lease agreement for computer hardware equipment with monthly payments of $13,926 for a term of three years with a $1.00 end-of term purchase option.

In accordance with FASB ASC 840, Leases, the Company has recorded this capital lease asset and capital lease obligation initially at an amount equal to the present value at the beginning of the lease term of minimum lease payments. As of December 31, 2015, the equipment of $458,701 less accumulated depreciation of $91,740 had a net book value of $366,961.

The following is a schedule of future minimum lease payments as of December 31, 2015.

Year ending December 31,
2016	$	167,114
2017		167,114
Total minimum lease payments		334,228
Less: amount representing interest		(19,694	)
Present value of net minimum lease payments, presented as current and non-current obligations under capital leases of $152,640 and $162,149, respectively.	$	314,534

Investor relations consulting Agreement:

On January 14, 2015 Company entered into an Investor Relations Consulting Agreement (Agreement) with an investor relations firm to provide consulting services regarding markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business. The Agreement was for the term of twelve months in exchange for 50,000 shares of the Company’s restricted stock, valued at $24,500.

Legal:

On May 13, 2014, a claim was filed against the Company in the Superior Court of California, County of Santa Clara arising from a collections dispute related to vendors of an acquisition target of the Company. All Plaintiffs were vendors of the target and are seeking recovery of approximately $222,000. The Company is vigorously defending their position and it is expected that the court case will remain stayed until at the earliest being the fall 2016, pending a ruling from the Appellate court. The case has been fully briefed at the Appellate level but no hearing on the matter has been set. In response to the claim, the Company has recorded an accrual in the event of legal settlement in the amount of $123,000. As of the date of this filing, the Plaintiff lost the case on NJ jurisdictional basis and have appealed in CA. The main case is on hold until the Appellate court rules.

In the normal course of business, the Company may become subject to claims or assessments. Such matters are subject to many uncertainties, and outcomes, which are not readily predictable with assurance.

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NOTE 13 - INCOME TAXES

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

NOTE 13 – INCOME TAXES

The Company and its subsidiaries filed consolidated Federal and state income tax returns. Tax years 2012, 2013, 2014 and 2015 are subject to examination by the Internal Revenue service and certain state taxing authorities. The Company does not believe there would be any material adjustments upon such examination.

As of December 31, 2015, management has determined that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements.

As of December 31, 2015 and 2014 the Company had net operating loss carryforwards of approximately $5,717,000 and $5,291,000 respectively, to reduce future Federal income tax liabilities through 2037, which under regulations of the Internal Revenue Service related to ownership changes are limited under IRC Section 382 to approximately $669,000 per year.  

As of December 31, 2015 and 2014 realization of the Company’s deferred tax assets of $5,171,000 and $3,483,000 respectively, were not considered more likely than not and, accordingly, a valuation allowance of $5,171,000 and $3,483,000 respectively, has been provided.

The net change in the valuation allowance during the year ended December 31, 2015 increased by $1,688,000 and in 2014 decreased by $6,406,000. 

	2015			2014
Amortization of intangibles	$	2,672,000		$	1,860,000
Allowance for doubtful accounts		220,000			324,000
Reserve for vacation payroll and legal settlement		79,000			79,000
Net operating loss		2,200,000			1,220,000
		5,171,000			3,483,000
Valuation allowance		(5,171,000	)		(3,483,000	)
Net deferred tax asset	$	-		$	-

For the years ended December 31, 2015 and 2014, the actual tax expense differs from the effective tax expense (benefit) based on the U. S. Federal Rate of 34%, as follows:

	2015			2014
Expected Federal tax rate		(34.0	%)		(34.0	%)
Expected state tax rate, net of Federal effect		(6.0	%)		(6.0	%)
Change in valuation allowance		40.0	%		40.0	%
		-	%		-	%

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NOTE 14 - RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 14 – RELATED PARTY TRANSACTIONS

Q4 India

The Company’s headquarters and operations are located in the United States. However, the Company has a key supplier and subcontractor known as Quadrant 4 Software Solutions (Pvt.) Limited located in India (“Q4 India”).  The Company has no ownership, directly or indirectly, in Q4 India.  Until May 2016, Q4 India was, according to public records, wholly-owned by Stonegate Holdings, Inc., which, according to the Schedule 13G filed with the SEC by Stonegate Holdings, Inc. on May 11, 2011, is a shareholder of the Company holding 6,695,959 shares of the Company’s common stock, equal to 6.15% of the shares issued and outstanding.  According to Maryland public records, Stonegate Holdings, Inc. has been dissolved.  Based on information available to the Company, Stonegate Holdings, Inc. was acquired by another entity that has no relationship to the Company or its affiliates in or around 2010.  Stonegate Assets, Inc., which, based on information available to the Company, is an affiliate of Stonegate Holdings, Inc., holds an additional 7,000,000 shares of the Company’s common stock, equal to 6.43% of the shares issued and outstanding. The Company also markets its activities through Q4 India. Q4 India billed the Company $8,215,000 and $6,749,000 for the years ended December 31, 2015 and 2014, respectively. The Company owed Q4 India $700,000 and $630,000 as of December 31, 2015 and 2014, respectively.  The Company believes that the relationship is structured on an arm’s length basis.

The Company has entered into a long-term master services agreement with Q4 India that ends on December 31, 2018 with customary options for termination with 30 days notice. Q4 India provides captive services to the Company and is paid on a cost-plus basis. The Company is the sole customer of Q4 India. The Company paid the following amounts to Q4 India for providing different classes of services:

	Year Ending		Year Ending
Description of Cost	December 31, 2015		December 31, 2014
Client delivery and support	$	3,335,450	$	2,688,316
Platform development (capitalized by the Company)		2,340,000		1,890,000
Sales support		176,470		150,530
Back office support		2,039,990		1,642,892
Research & Development		323,090		377,262
	$	8,215,000	$	6,749,000

Surrex Solutions Corporation (Surrex)

The Company has been doing business with Surrex Solutions Corporation (Surrex), a provider of information technology consulting, project and IT staffing, and contract programming services, since 2010. The Company attempted to acquire Surrex in 2014 but subsequently abandoned the transaction. Since September 2014, the Company has provided broad management services and advice to Surrex and for the years ended December 31, 2015 and 2014, recorded approximately $3,200,000 and $1,700,000 in revenue and $517,000 and $1,491,000 in accounts receivable, respectively, from this customer. Since December 23, 2014, Philip Firrek, an independent director of the Company, has served as assignee for the benefit of creditors (akin to a bankruptcy trustee) for Surrex. Nandu Thondavadi, CEO and a director of the Company, held signatory authority on one of Surrex’s bank accounts for two months in early 2015 to ensure collection of receivables being properly credited. The Company believes that the relationship is structured on an arm’s length basis.

Core Information Technology Solutions, Inc. (CITS)

The Company has been doing business with Core Information Technology Solutions, Inc. (CITS), a provider of integration and optimization services for formative assessment solutions, technology infrastructure, management applications, special education compliance, outsourced staffing solutions and technical career education programs since early 2014. The Company entered into a licensing agreement June 2014 with Core Education and Consulting Solutions, Inc., an affiliate of CITS (both owned by Core Education Group of Singapore (CEGS)). During 2014, the Company negotiated to acquire CITS but subsequently abandoned the transaction. Since May 2014, the Company’s executive officers and directors, Nandu Thondavadi and Dhru Desai have provided management advice and consulting services to the owners of CEGS and have received compensation of $130,000, each, for the year ended December 31, 2015 and $0 in 2014 for their services. The compensation was remitted to Global Technology Ventures Corporation and Congruent Ventures LTD., inactive entities owned by Mr. Thondavadi and Mr. Desai, respectively.  The Company has been conducting regular business with CITS on an arm’s length basis and as of December 31, 2015 and 2014, recorded approximately $4,600,000 and $2,900,000 in revenue and $1,517,000 and $1,648,000 in accounts receivable, respectively, from this customer. Mr. Thondavadi and Mr. Desai have personally guaranteed various obligations of CITS, and Mr. Thondavadi held signatory authority on its bank accounts from May 2014 through April 2015 to ensure collection of receivables being properly credited.  The Company believes that the relationship is structured on an arm’s length basis.

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NOTE 15 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 15 – SUBSEQUENT EVENT

Debentures:

In January 2016, the Company offered to accredited investors three-year, 9% convertible debentures (Notes) in the aggregate principal amount of up to $5,000,000. Each convertible debenture is comprised of a convertible debenture which is payable or convertible to shares of common stock of the Company at a conversion price equal to $0.70 per share. Each holder of a Note will receive a detachable warrant to purchase common stock of the Company with an exercise price of $0.75 per share. Each warrant will have a term of one year post repayment or voluntary conversion, provided that the right to exercise the warrant will terminate upon the sale of all or substantially all of the assets of the Company or a merger of the Company, as defined.

As at the time of filing, the Company has received $80,000 of subscriptions and the Company reserves the right to terminate the debenture offer before it is fully subscribed.

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Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

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. As of January 1, 2015, the two wholly owned subsidiaries have been merged with Quadrant 4 System Corporation. All intercompany transactions for 2014 have been eliminated.

Use of Estimates, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

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 Policy [Policy Text Block]

Vendors and Contractors

The Company outsources portions of its work to third party service providers (Note 14). 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.

Property, Plant and Equipment, Policy [Policy Text Block]

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. Maintenance and repairs are charged to operating expenses as they are incurred. Improvements and betterments, which extend the lives of the assets, are capitalized. The cost and accumulated depreciation of assets retired or otherwise disposed of are removed from the appropriate amounts and any profit or loss on the sale or disposition of assets is credited or charged to income.

Inventory, Policy [Policy Text Block]

Inventory

Inventory consists primarily of manufactured and preassembled units ready for distribution. Inventory is stated at the lower of cost (first-in, first-out) or market. In evaluating whether inventory is stated lower of cost or market, management considers such factors as the amount of inventory on hand and the distribution channel, the estimated time to sell such inventory, and the current market conditions. Adjustments to reduce inventory to its net realizable value are charged to cost of goods sold.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

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 with the September 30, 2015 quarter. 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 years ranging from 2 to 5 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 years ranging from 2 to 7 years.

Research, Development, and Computer Software, Policy [Policy Text Block]

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 components of the product or process have been completed are capitalized as software development costs. Capitalized amounts are amortized on a straight-line basis over periods ranging up to five years and are recorded in amortization expense which started during 2015 when the platforms first became available 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.

The Company’s Product Development and R&D are carried out by both our employees in the US as well as outsourced contractors in India. The US employees mainly focus on the domain, market relevance, feasibility and possible pilots/prototypes. The Indian contractors mostly focus on execution in terms of software development and testing.

Prepaid Expenses Policy [Policy Text Block]

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 Charges, Policy [Policy Text Block]

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 9).

Revenue Recognition, Services, Licensing Fees [Policy Text Block]

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 deferred licensing fee is being amortized over a period of five years.

Lease, Policy [Policy Text Block]

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, 2015 and 2014.

Fair Value Measurement, Policy [Policy Text Block]

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.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

In connection with the Company's acquisitions, valuations are usually completed to determine the allocation of the purchase prices. The factors considered in the valuations include data gathered as a result of the Company's due diligence in connection with the acquisitions, projections for future operation, and data obtained from third-party valuation specialists as deemed appropriate. Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired.

Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exists that indicate that a goodwill impairment test should be performed. The Company has selected December 31 as the date to perform the annual impairment test. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values.

Revenue Recognition, Policy [Policy Text Block]

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. The Company specifically recognizes three kinds of revenues:

1.	Time & material - consulting and project engagements fall in this category and revenues are recognized when the client signs and approves the time sheet of consultants who have completed work on their assignment.
2.	Managed services – engagements where the Company bills a fixed contracted amount per billing period for the defined services provided such as software maintenance, break-fix and hosting services. The client provides no acknowledgement of delivery since the agreed upon service level agreements determine any service deficiencies. Any service deficiencies are addressed within the normal course of the engagement. Since the revenue is not subject to forfeiture, refund or other concession and all delivery obligations are fulfilled and the fee is fixed and determinable, the Company follows the guidance under FASB ASC 985-605 to recognize the revenues.
3.	Software As A Service – subscription revenues for using the Company’s software platforms will fall in this category. The Company recognizes the revenues for each period using the starting and ending average of subscriber fees during the billing period.  The objective of the period average is to accommodate frequent changes such as new hires, terminations, and/or births/deaths on our QHIX health insurance platform. Our platforms automatically determine the average users and no further acknowledgement is required from the clients to recognize these revenues.

As of December 31, 2015 and 2014, the Company does not have any multiple-element revenue streams.

Income Tax, Policy [Policy Text Block]

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.

Earnings Per Share, Policy [Policy Text Block]

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, 2015 and 2014, there were 20,096,454 and 17,588,760 respectively, potentially dilutive securities not included in the calculation of weighted-average common shares outstanding since they would be anti-dilutive.

Derivatives, Policy [Policy Text Block]

Derivatives

We account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. All derivative instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent for holding them. We record our interest rate and foreign currency swaps at fair value based on discounted cash flow analysis and for warrants and other option type instruments based on option pricing models. The changes in fair value of these instruments are recorded in income or expense.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

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.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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.

The Company’s largest customer represented 14.9% and 13.7% of consolidated revenues and 15.8% and 7.8% of accounts receivable as of and for the years ended December 31, 2015 and 2014, respectively.  The Company had one customer that represented 15.8% of the total accounts receivable as of December 31, 2015, while one customer had 10.5% of the total accounts receivable as of December 31, 2014. The Company’s largest vendor represented 30.7% and 23.8% of total vendor payments for the years ended December 31, 2015 and 2014, respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

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.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial positions. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods permitted.

In February 2016, the FASB issued ASU 2016-02, Leases, which is intended to improve financial reporting for lease transactions by increasing transparency and comparability among organizations. The guidance in ASU No. 2016-02 requires a lessee to recognize the following at the commencement date for all leases with lease terms of more than 12 months: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The guidance in ASU No 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. Management is currently assessing the impact the guidance will have upon adoption.

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.

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NOTE 3 - ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2015

Brainchild Corporation [Member]

NOTE 3 - ACQUISITIONS (Tables) [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2014 and includes the amortization of acquired intangibles.

	2014
Gross Sales:	$	50,482,572
Net Loss:	$	(2,119,398	)

DialedIn Corporation [Member[

NOTE 3 - ACQUISITIONS (Tables) [Line Items]

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited proforma summary presents consolidated information of the Company as if these business combinations occurred on January 1, 2015.

	December 31, 2015
Gross Sales:	$	52,248,554
Net Loss:	$	(1,605,980	)

DUS Corporation [Member]

NOTE 3 - ACQUISITIONS (Tables) [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

The table below summarizes the allocation of the purchase price of the acquisition over the estimated fair values of the assets acquired and liabilities assumed.

Fair value of consideration transferred from the acquisitions:
	Brainchild			DialedIn			DUS			Total
Cash	$	500,000		$	-		$	-		$	500,000
Subordinated debt		1,000,000			-			-			1,000,000
Common stock		142,500			760,000			75,000			977,500
Contingent earn-out payments		400,000			-			-			400,000
	$	2,042,500		$	760,000		$	75,000		$	2,877,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	30,272		$	98,962		$	-		$	129,234
Customer lists/Technology intangibles, net		649,265			695,339			-			1,344,604
Inventory		90,442			-			-			90,442
Deposits		2,000			7,163			-			9,163
Accounts receivable		121,715			33,318			-			155,033
Fixed assets		12,045			3,676			75,000			90,721
Accounts payable and accrued liabilities		(151,774	)		(161,398	)		(2,950,000	)		(3,263,172	)
Sub total		753,965			677,060			(2,875,000	)		(1,443,975	)
Excess of purchase price allocated to intangible assets		1,288,535			82,940			945,400			2,316,875
Excess of purchase price allocated to Goodwill		-			-			2,004,600			2,004,600
Total	$	2,042,500		$	760,000		$	75,000		$	2,877,500

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NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

As of December 31, 2015 and 2014, intangible assets consisted of the following:

	December 31, 2015							December 31, 2014
	Gross		Accumulated amortization			Balance		Gross		Accumulated amortization			Balance
Customer list
Services	$	24,217,238	$	(21,129,178	)	$	3,088,060	$	23,281,196	$	(19,145,168	)	$	4,136,028
Education		290,670		(58,140	)		232,530		-		-			-
Media		1,639,750		(1,169,008	)		470,742		1,639,750		(797,808	)		841,942
		26,147,658		(22,356,326	)		3,791,332		24,920,946		(19,942,976	)		4,977,970
Technology stack
Services	$	7,237,637	$	(4,892,300	)	$	2,345,337	$	6,450,000	$	(3,797,411	)	$	2,652,589
Education		1,647,130		(235,308	)		1,411,822		-		-			-
Health		175,000		(74,988	)		100,012		175,000		(49,992	)		125,008
Media		5,642,171		(1,724,031	)		3,918,140		5,642,171		(918,002	)		4,724,169
		14,701,938		(6,926,627	)		7,775,311		12,267,171		(4,765,404	)		7,501,767
Total	$	40,849,596	$	(29,282,953	)	$	11,566,643	$	37,188,117	$	(24,708,380	)	$	12,479,737

Finite-lived Intangible Assets Amortization Expense [Table Text Block]

For the years ended December 31, 2015 and 2014, the changes in intangible assets were as follows:

	2015			2014
Balance, January 1,	$	12,479,737		$	15,058,253
Additions		3,661,477			3,001,921
Impairment of assets		(170,951	)		-
Amortization		(4,404,620	)		(5,580,437	)
Balance, December 31,	$	11,566,643		$	12,479,737

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of December 31, 2015, the estimated aggregated amortization expense for each of the five succeeding years is as follows:

Year	Amount
2016	$	3,742,540
2017		3,510,211
2018		1,477,145
2019		1,364,959
2020		913,616
2021 and thereafter		558,172
Total	$	11,566,643

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NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Tables)

12 Months Ended

Dec. 31, 2015

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Tables) [Line Items]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

The Company specifically recognizes capitalized software costs by its product platforms as follows:

	December 31, 2015										December 31, 2014
	Gross			Accumulated amortization				Balance			Gross			Accumulated amortization			Balance
QBIX		$	1,527,060		$	(305,412	)		$	1,221,648		$	1,427,485		$	-		$	1,427,485
QHIX			4,823,355			-				4,823,355			3,121,313			-			3,121,313
QBLITZ			3,879,899			-				3,879,899			597,249			-			597,249
QEDX			1,432,622			-				1,432,622			-			-			-
		$	11,662,936		$	(305,412	)		$	11,357,524		$	5,146,047		$	-		$	5,146,047

Schedule of Changes in Software Development Costs [Table Text Block]

For the year ending December 31, 2015, the change in Software Development costs was as follows:

Balance, January 1,	$	5,146,047
Additions		6,516,889
Impairment of assets		-
Amortization		(305,412	)
Balance, September 30,	$	11,357,524

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of December 31, 2015, the estimated aggregated amortization expense for each of the five succeeding years is as follows:

Year	Amount
2016	$	3,742,540
2017		3,510,211
2018		1,477,145
2019		1,364,959
2020		913,616
2021 and thereafter		558,172
Total	$	11,566,643

Computer Software, Intangible Asset [Member]

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Tables) [Line Items]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of December 31, 2015, the estimated aggregated amortization expense for each of five succeeding years is as follows:

Year	Amount
2016	$	1,556,604
2017		1,556,604
2018		2,332,584
2019		2,332,584
2020		2,027,189
2021 and thereafter		1,551,959
Total	$	11,357,524

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NOTE 6 - INVENTORY (Tables)

12 Months Ended

Dec. 31, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventory consists of the following:

Description	December 31, 2015
Hardware Assessment Devices	$	82,574
Display Devices		9,431
Accessories – Power adaptors & Cables		3,395
	$	95,400

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NOTE 7 - EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Equipment consists of the following:

Description of Cost	December 31, 2015			December 31, 2014
Furniture & fixtures	$	35,993		$	5,000
Leasehold improvements		33,311			-
Computing equipment		594,319			44,431
Total		663,623			49,431
Less: Accumulated depreciation		(128,493	)		(13,500	)
Balance	$	535,130		$	35,931

Description	December 31, 2015		December 31, 2014
Equipment – net	$	168,169	$	35,931
Equipment under capital lease – net		366,961		-
	$	535,130	$	35,931

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NOTE 9 - LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2015

Disclosure Text Block [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

As of December 31, 2015 and 2014, long-term debt consisted of the following:

	December 31, 2015			December 31, 2014
Note payable due December 31, 2017, as extended, plus interest at 6.5% per annum (a)	$	3,117,538		$	3,117,538
Note payable due October 1, 2017, plus interest at approximately 10% per annum (b)		1,825,447			2,853,571
Note payable due July 1, 2016, plus interest at 8% per annum (c)		1,232,000			1,100,000
Note payable due December 31, 2017, plus interest at 8% per annum (d)		1,000,000			-
Note payable due September 23, 2018, plus interest at 6.7% per annum (e)		30,400			-
		7,205,385			7,071,109
Less: Debt Discount		(229,278	)		(585,611	)
Total		6,976,107			6,485,498
Less: Current maturities, net of debt discount of $31,945		(2,637,344	)		(650,810	)
Total long-term debt	$	4,338,763		$	5,834,688

Schedule of Maturities of Long-term Debt [Table Text Block]

Maturities of long term debt are as follows for the years ended December 31

Year	Amount
2016	$	2,834,677
2016 (Less: Debt Discount)		(197,333	)
2017		4,361,855
2017 (Less: Debt Discount)		(31,945	)
2018		8,853
	$	6,976,107

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NOTE 11 - STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2015

NOTE 11 - STOCKHOLDERS' EQUITY (Tables) [Line Items]

Nonvested Restricted Stock Shares Activity [Table Text Block]

During 2015, the Company issued the following shares of restricted stock:

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		4,750,000	$	977,500	$	0.21
Employee performance bonus		1,000,000	$	190,000	$	0.19
Various services		450,000	$	136,500	$	0.30
Totals		6,200,000	$	1,304,000	$	0.21

Purpose	Number of Shares		Total Cost		Average Cost/Share
Acquisition of operating assets		7,519,445	$	3,224,750	$	0.57
Financing charges		350,000	$	140,000	$	0.40
Various services		451,055	$	120,317	$	0.27
Warrant exercise		1,874,584	$	1,124,750	$	0.60
Totals		10,195,084	$	4,609,817	$	0.45

Schedule of Stockholders Equity [Table Text Block]

The Company has outstanding the following warrants to purchase the Company’s common stock as of December 31,

	2015		2014
Financing and stock subscriptions		8,579,030		8,579,030
Note Extensions		2,843,064		2,843,064
Management		7,007,693		4,500,000
Debt conversion		1,666,668		1,666,667
Total Reserved		20,096,454		17,588,761

Warrant Issuance [Member]

NOTE 11 - STOCKHOLDERS' EQUITY (Tables) [Line Items]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

A summary of warrant issuances based on common stock equivalents is as follows:

	Number of Shares			Exercise Price		Weighted Average Exercise Price
Balance at December 31, 2012		12,026,678		$	0.36 – 0.60	$	0.51
Warrants exercised		(1,700,000	)
Warrants expired		-
Warrants issued to management		2,500,000		$	0.10
Warrants issued for debt conversion		1,666,667		$	0.36
Warrants issued with stock subscription		666,667		$	0.36
Balance at December 31, 2013		15,160,012		$	0.10 – 0.36	$	0.47
Warrants exercised		(1,874,584	)		0.60
Warrants expired		-
Warrants issued to management		2,000,000		$	0.10
Warrants issued for financing		2,303,333		$	0.60
Balance at December 31, 2014		17,588,761		$	0.10 – 0.60	$	0.55
Warrants exercised		-
Warrants expired		-
Warrants issued to management		50,000		$	0.10
Warrants issued to management		2,507,693		$	0.01
Balance at December 31, 2015		20,096,454		$	0.01 – 0.10	$	0.48

Warrants Outstanding [Member]

NOTE 11 - STOCKHOLDERS' EQUITY (Tables) [Line Items]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

A summary of outstanding common stock warrants at December 31, 2015 follows:

Number of Common Stock Warrants		Expiration Date	Remaining Contractual Life (Years)		Exercise price
	3,400,000	10/25/2016		0.8	$	0.60
	446,042	10/25/2016		0.8	$	0.60
	281	10/25/2016		0.8	$	0.60
	1,333,333	12/26/2016		1.0	$	0.36
	2,000,000	5/1/2017		1.3	$	0.10
	629,371	10/25/2017		1.8	$	0.36
	2,059,734	12/31/2017		2.0	$	0.36
	583,333	12/31/2017		2.0	$	0.36
	50,000	12/31/2017		2.0	$	0.10
	2,500,000	7/1/2018		2.5	$	0.10
	1,666,667	12/31/2018		3.0	$	0.36
	666,667	12/31/2018		3.0	$	0.36
	250,000	10/28/2019		3.8	$	0.60
	2,053,333	12/22/2019		4.0	$	0.60
	1,153,847	10/8/2020		4.8	$	0.01
	1,153,846	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	50,000	10/8/2020		4.8	$	0.01
	20,096,454

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NOTE 12 - COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Operating Leases of Lessee Disclosure [Table Text Block]

The Company has entered into office leases at various locations as follows:

Date	Term (Years)	Location	Expiration
09/2012	5	NJ	08/31/2016
06/2013	5	MI	10/31/2018
07/2014	3	GA	08/31/2017
12/2014	4	CA	04/30/2019
06/2015	7	IL	12/31/2022

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

As of December 31, 2015 the Company’s future minimum lease payments are as follows:

Year Ending December 31,	Amount
2016	$	162,141
2017		162,871
2018		122,521
2019		59,533
2020 and beyond		88,154
	$	$595,220

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

The following is a schedule of future minimum lease payments as of December 31, 2015.

Year ending December 31,
2016	$	167,114
2017		167,114
Total minimum lease payments		334,228
Less: amount representing interest		(19,694	)
Present value of net minimum lease payments, presented as current and non-current obligations under capital leases of $152,640 and $162,149, respectively.	$	314,534

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NOTE 13 - INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The net change in the valuation allowance during the year ended December 31, 2015 increased by $1,688,000 and in 2014 decreased by $6,406,000.

	2015			2014
Amortization of intangibles	$	2,672,000		$	1,860,000
Allowance for doubtful accounts		220,000			324,000
Reserve for vacation payroll and legal settlement		79,000			79,000
Net operating loss		2,200,000			1,220,000
		5,171,000			3,483,000
Valuation allowance		(5,171,000	)		(3,483,000	)
Net deferred tax asset	$	-		$	-

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

For the years ended December 31, 2015 and 2014, the actual tax expense differs from the effective tax expense (benefit) based on the U. S. Federal Rate of 34%, as follows:

	2015			2014
Expected Federal tax rate		(34.0	%)		(34.0	%)
Expected state tax rate, net of Federal effect		(6.0	%)		(6.0	%)
Change in valuation allowance		40.0	%		40.0	%
		-	%		-	%

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NOTE 14 - RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

The Company has entered into a long-term master services agreement with Q4 India that ends on December 31, 2018 with customary options for termination with 30 days notice. Q4 India provides captive services to the Company and is paid on a cost-plus basis. The Company is the sole customer of Q4 India. The Company paid the following amounts to Q4 India for providing different classes of services:

	Year Ending		Year Ending
Description of Cost	December 31, 2015		December 31, 2014
Client delivery and support	$	3,335,450	$	2,688,316
Platform development (capitalized by the Company)		2,340,000		1,890,000
Sales support		176,470		150,530
Back office support		2,039,990		1,642,892
Research & Development		323,090		377,262
	$	8,215,000	$	6,749,000

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2015 shares	Dec. 31, 2014 shares
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of Wholly-Owned Subsidiaries	2
Prepaid Expenses, Amortization Period	36 months
Research and Development Arrangement, Contract to Perform for Others, Description and Terms	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.
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares)	20,096,454	17,588,760
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage	30.70%	23.80%
Customer A [Member] | Sales Revenue, Net [Member] | Credit Concentration Risk [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage	14.90%	13.70%
Customer A [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage	15.80%	7.80%
Customer B [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage	15.80%	10.50%
Computer Software, Intangible Asset [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Minimum [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Minimum [Member] | Customer Lists [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Minimum [Member] | Intellectual Property [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Maximum [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Maximum [Member] | Customer Lists [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Maximum [Member] | Intellectual Property [Member]
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Finite-Lived Intangible Asset, Useful Life	7 years

XML

NOTE 3 - ACQUISITIONS (Details) - USD ($)					1 Months Ended	12 Months Ended
	Dec. 01, 2015	Oct. 01, 2015	Jan. 01, 2015	May 01, 2014	Jan. 31, 2015	Dec. 31, 2015	Dec. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.36
Payments to Acquire Businesses, Gross						$ 500,000
Business Combination, Consideration Transferred, Liabilities Incurred						1,000,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable						977,500
Goodwill						2,004,600		$ 0
Brainchild Corporation [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			100.00%
Payments to Acquire Businesses, Gross			$ 500,000			500,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)			250,000
Business Acquisition, Buy Back Period			36 months
Business Acquisition, Common Stock Buy Back, Guanteed Valuation (in Dollars per share)			$ 2.00
Business Combination, Consideration Transferred, Liabilities Incurred			$ 1,000,000		$ 1,000,000	1,000,000
Debt Instrument, Term			36 months		18 months
Debt Instrument, Interest Rate, Stated Percentage			8.00%		8.00%
Business Combination, Contingent Consideration Arrangements, Description			Agreement calls for a performance based earn-out of up to $400,000, as defined, to be paid on a semi-annual basis on January 1 and July 1 each year based on actual cash received from the sale of units during the period. As of December 31, 2015, the Company has paid $80,469 as performance based earn-out in cash. The Seller has the option to receive any or all of the earn-out payment in common stock of the Company priced at a five trading day average price, as defined.
Performance Based Compensation						80,469
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable						142,500
Goodwill						0
DialedIn Corporation [Member[
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
Payments to Acquire Businesses, Gross						0
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)	4,000,000
Business Combination, Consideration Transferred, Liabilities Incurred						0
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 760,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable						760,000
Goodwill						0
DUS Corporation [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Payments to Acquire Businesses, Gross		$ 2,950,000				0
Business Combination, Consideration Transferred, Liabilities Incurred						0
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned		75,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 500,000				75,000
Non-Compete Agreement, Term		3 years
Goodwill		$ 2,004,600				$ 2,004,600
Minimum [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.01		$ 0.10	$ 0.10	$ 0.36
Maximum [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.10	$ 1.00	$ 0.60	$ 0.36	$ 0.60
Technology-Based Intangible Assets [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Stock Issued During Period, Shares, Purchase of Assets (in Shares)				4,444,445
Shares Issued, Price Per Share (in Dollars per share)				$ 0.45
Payments to Acquire Intangible Assets				$ 2,000,000
Class of Warrant or Rights, Granted (in Shares)				2,000,000
Warrant Term				3 years
Warrants, Fair Value of Warrnts, Granted				$ 977,171
Estimated Value of Services Obtained from Intangible Asset Aquisition				$ 50,000,000
Sales Contract, Term				5 years
Technology-Based Intangible Assets [Member] | Minimum [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.50
Technology-Based Intangible Assets [Member] | Maximum [Member]
NOTE 3 - ACQUISITIONS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)				$ 0.10

XML

NOTE 3 - ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - Brainchild Corporation [Member]	12 Months Ended
	Dec. 31, 2014 USD ($)
NOTE 3 - ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information [Line Items]
Gross Sales:	$ 50,482,572
Net Loss:	$ (2,119,398)

XML

NOTE 3 - ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information - DialedIn Corporation [Member[	12 Months Ended
	Dec. 31, 2015 USD ($)
NOTE 3 - ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information [Line Items]
Gross Sales:	$ 52,248,554
Net Loss:	$ (1,605,980)

XML

NOTE 3 - ACQUISITIONS (Details) - Schedule of Purchase Price Allocation - USD ($)			1 Months Ended	12 Months Ended
	Oct. 01, 2015	Jan. 01, 2015	Jan. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
NOTE 3 - ACQUISITIONS (Details) - Schedule of Purchase Price Allocation [Line Items]
Cash				$ 500,000
Subordinated debt				1,000,000
Common stock				977,500
Contingent earn-out payments				400,000
				2,877,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash				129,234
Customer lists/Technology intangibles, net				1,344,604
Inventory				90,442
Deposits				9,163
Accounts receivable				155,033
Fixed assets				90,721
Accounts payable and accrued liabilities				(3,263,172)
Sub total				(1,443,975)
Excess of purchase price allocated to intangible assets				2,316,875
Excess of purchase price allocated to Goodwill				2,004,600	$ 0
Total				2,877,500
Brainchild Corporation [Member]
NOTE 3 - ACQUISITIONS (Details) - Schedule of Purchase Price Allocation [Line Items]
Cash		$ 500,000		500,000
Subordinated debt		$ 1,000,000	$ 1,000,000	1,000,000
Common stock				142,500
Contingent earn-out payments				400,000
				2,042,500
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash				30,272
Customer lists/Technology intangibles, net				649,265
Inventory				90,442
Deposits				2,000
Accounts receivable				121,715
Fixed assets				12,045
Accounts payable and accrued liabilities				(151,774)
Sub total				753,965
Excess of purchase price allocated to intangible assets				1,288,535
Excess of purchase price allocated to Goodwill				0
Total				2,042,500
DialedIn Corporation [Member[
NOTE 3 - ACQUISITIONS (Details) - Schedule of Purchase Price Allocation [Line Items]
Cash				0
Subordinated debt				0
Common stock				760,000
Contingent earn-out payments				0
				760,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash				98,962
Customer lists/Technology intangibles, net				695,339
Inventory				0
Deposits				7,163
Accounts receivable				33,318
Fixed assets				3,676
Accounts payable and accrued liabilities				(161,398)
Sub total				677,060
Excess of purchase price allocated to intangible assets				82,940
Excess of purchase price allocated to Goodwill				0
Total				760,000
DUS Corporation [Member]
NOTE 3 - ACQUISITIONS (Details) - Schedule of Purchase Price Allocation [Line Items]
Cash	$ 2,950,000			0
Subordinated debt				0
Common stock	500,000			75,000
Contingent earn-out payments				0
				75,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash				0
Customer lists/Technology intangibles, net				0
Inventory				0
Deposits				0
Accounts receivable				0
Fixed assets				75,000
Accounts payable and accrued liabilities				(2,950,000)
Sub total				(2,875,000)
Excess of purchase price allocated to intangible assets				945,400
Excess of purchase price allocated to Goodwill	$ 2,004,600			2,004,600
Total				$ 75,000

XML

NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Disclosure Text Block [Abstract]
Amortization of Intangible Assets	$ 4,404,620	$ 5,580,437
Impairment of Intangible Assets (Excluding Goodwill)	$ 170,951	$ 0

XML

NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Customer list
Intangible Assets, Gross	$ 40,849,596	$ 37,188,117
Intangible Assets, Accumulated Amortization	(29,282,953)	(24,708,380)
Intangible Assets, Net	11,566,643	12,479,737
Customer Lists [Member]
Customer list
Intangible Assets, Gross	26,147,658	24,920,946
Intangible Assets, Accumulated Amortization	(22,356,326)	(19,942,976)
Intangible Assets, Net	3,791,332	4,977,970
Customer Lists [Member] | Services Segement [Member]
Customer list
Intangible Assets, Gross	24,217,238	23,281,196
Intangible Assets, Accumulated Amortization	(21,129,178)	(19,145,168)
Intangible Assets, Net	3,088,060	4,136,028
Customer Lists [Member] | Education Segment [Member]
Customer list
Intangible Assets, Gross	290,670	0
Intangible Assets, Accumulated Amortization	(58,140)	0
Intangible Assets, Net	232,530	0
Customer Lists [Member] | Media Segment [Member]
Customer list
Intangible Assets, Gross	1,639,750	1,639,750
Intangible Assets, Accumulated Amortization	(1,169,008)	(797,808)
Intangible Assets, Net	470,742	841,942
Technology-Based Intangible Assets [Member]
Customer list
Intangible Assets, Gross	14,701,938	12,267,171
Intangible Assets, Accumulated Amortization	(6,926,627)	(4,765,404)
Intangible Assets, Net	7,775,311	7,501,767
Technology-Based Intangible Assets [Member] | Services Segement [Member]
Customer list
Intangible Assets, Gross	7,237,637	6,450,000
Intangible Assets, Accumulated Amortization	(4,892,300)	(3,797,411)
Intangible Assets, Net	2,345,337	2,652,589
Technology-Based Intangible Assets [Member] | Education Segment [Member]
Customer list
Intangible Assets, Gross	1,647,130	0
Intangible Assets, Accumulated Amortization	(235,308)	0
Intangible Assets, Net	1,411,822	0
Technology-Based Intangible Assets [Member] | Media Segment [Member]
Customer list
Intangible Assets, Gross	5,642,171	5,642,171
Intangible Assets, Accumulated Amortization	(1,724,031)	(918,002)
Intangible Assets, Net	3,918,140	4,724,169
Technology-Based Intangible Assets [Member] | Health Segment [Member]
Customer list
Intangible Assets, Gross	175,000	175,000
Intangible Assets, Accumulated Amortization	(74,988)	(49,992)
Intangible Assets, Net	$ 100,012	$ 125,008

XML

NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS (Details) - Finite-lived Intangible Assets Amortization Expense - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Finite-lived Intangible Assets Amortization Expense [Abstract]
Balance, January 1,	$ 12,479,737	$ 15,058,253
Additions	3,661,477	3,001,921
Impairment of assets	(170,951)	0
Amortization	(4,404,620)	(5,580,437)
Balance, December 31,	$ 11,566,643	$ 12,479,737

XML

NOTE 4 - INTANGIBLE ASSETS OF CUSTOMER LISTS AND TECHNOLOGY STACKS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
2016	$ 3,742,540
2017	3,510,211
2018	1,477,145
2019	1,364,959
2020	913,616
2021 and thereafter	558,172
Total	$ 11,566,643	$ 12,479,737	$ 15,058,253

XML

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details)	12 Months Ended
	Dec. 31, 2015 USD ($)
Disclosure Text Block Supplement [Abstract]
Capitalized Computer Software, Amortization	$ 305,412

XML

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs - USD ($)	Dec. 31, 2015	Dec. 31, 2014
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs [Line Items]
Capitalized Software Costs, Gross	$ 11,662,936	$ 5,146,047
Capitalized Software Costs, Accumulated Amortization	(305,412)	0
Capitalized Software Costs, Balance	11,357,524	5,146,047
QBIX [Member]
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs [Line Items]
Capitalized Software Costs, Gross	1,527,060	1,427,485
Capitalized Software Costs, Accumulated Amortization	(305,412)	0
Capitalized Software Costs, Balance	1,221,648	1,427,485
QHIX [Member]
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs [Line Items]
Capitalized Software Costs, Gross	4,823,355	3,121,313
Capitalized Software Costs, Accumulated Amortization	0	0
Capitalized Software Costs, Balance	4,823,355	3,121,313
QBLITZ [Member]
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs [Line Items]
Capitalized Software Costs, Gross	3,879,899	597,249
Capitalized Software Costs, Accumulated Amortization	0	0
Capitalized Software Costs, Balance	3,879,899	597,249
QEDX [Member]
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Capitalized Software Costs [Line Items]
Capitalized Software Costs, Gross	1,432,622	0
Capitalized Software Costs, Accumulated Amortization	0	0
Capitalized Software Costs, Balance	$ 1,432,622	$ 0

XML

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Changes in Software Development Costs	12 Months Ended
	Dec. 31, 2015 USD ($)
Schedule of Changes in Software Development Costs [Abstract]
Balance, January 1,	$ 5,146,047
Additions	6,516,889
Impairment of assets	0
Amortization	(305,412)
Balance, September 30,	$ 11,357,524

XML

NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Line Items]
2016	$ 3,742,540
2017	3,510,211
2018	1,477,145
2019	1,364,959
2020	913,616
2021 and thereafter	558,172
Total	11,566,643	$ 12,479,737	$ 15,058,253
Computer Software, Intangible Asset [Member]
NOTE 5 - SOFTWARE DEVELOPMENT COSTS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Line Items]
2016	1,556,604
2017	1,556,604
2018	2,332,584
2019	2,332,584
2020	2,027,189
2021 and thereafter	1,551,959
Total	$ 11,357,524

XML

NOTE 6 - INVENTORY (Details) - Schedule of Inventory - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Inventory [Line Items]
Inventory, net	$ 95,400	$ 0
Hardware Assessment Devices [Member]
Inventory [Line Items]
Inventory, net	82,574
Display Devices [Member]
Inventory [Line Items]
Inventory, net	9,431
Accessories-Power Adaptors & Cables [Member]
Inventory [Line Items]
Inventory, net	$ 3,395

XML

NOTE 7 - EQUIPMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Abstract]
Depreciation	$ 114,993	$ 6,000

XML

NOTE 7 - EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 663,623	$ 49,431
Less: Accumulated depreciation	(128,493)	(13,500)
Balance	535,130	35,931
Equipment – net	168,169	35,931
Equipment under capital lease – net	366,961	0
	535,130	35,931
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	35,993	5,000
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	33,311	0
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 594,319	$ 44,431

XML

NOTE 8 - NOTE PAYABLE - REVOLVER (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Sep. 23, 2015
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Line of Credit, Current		$ 7,601,904	$ 6,750,050
Line of Credit Facility, Covenant Terms	(a) Fixed Charge Coverage Ratio for trailing 12 months cannot be less than 1.3 and 1.0. Fixed Charge Coverage Ratio being defined as the ratio of Operating Cash Flows to Fixed Charges; and (b) Total Leverage Ratio for the trailing 12 months to be between 1.0 and 3.0. Total Leverage Ratio being defined as the ratio of Total Debt to EBITDA.
Line of Credit Facility, Covenant Compliance	Company is in compliance with the two specific financial covenants		Company was in compliance with the two specific financial covenants, however, the Company did not meet providing a copy of the audited consolidated financial statements to the bank within 90 days of its year-end.
Deferred Cost Amortization Period	3 years
Amortization of Debt Issuance Costs		$ 141,382	$ 56,505
Notes Payable, Other Payables [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Face Amount				$ 32,898
Revolving Credit Facility [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Line of Credit Facility, Expiration Period	36 months
Line of Credit Facility, Maximum Borrowing Capacity	$ 10,000,000
Line of Credit Facility, Interest Rate Description	The ABL was priced at 4.5% over 30-day LIBOR (with a minimum floor of 2%) plus an administrative fee of 0.1% per month on the outstanding balance and 0.084% per month on the unused portion of the revolver.
Debt Instrument Fee Percentage	0.10%
Debt Instrument Unused Borrowing Capacity Fee, Percentage	0.084%
Debt Issuance Costs, Gross	$ 600,583
Debt Instrument, Fee Amount			$ 560,000
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	4.50%
Revolving Credit Facility [Member] | Minimum [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Face Amount	$ 3,000,000
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member] | London Interbank Offered Rate (LIBOR) [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	8.00%
Note Payable Due October 1, 2017 [Member] | Minimum [Member] | Notes Payable, Other Payables [Member]
NOTE 8 - NOTE PAYABLE - REVOLVER (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.00%

XML

NOTE 9 - LONG-TERM DEBT (Details) - USD ($)					1 Months Ended				12 Months Ended
	Sep. 23, 2015	Jan. 01, 2015	Oct. 01, 2014	Dec. 01, 2013	Jan. 31, 2015	Dec. 31, 2014	Oct. 31, 2014	Dec. 31, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2012
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)									$ 0.36
Debt Instrument, Unamortized Discount (in Dollars)						$ 31,945			$ 31,945	$ 31,945
Business Combination, Consideration Transferred, Liabilities Incurred (in Dollars)									1,000,000
Interest Expense, Debt (in Dollars)										$ 560,000
Brainchild Corporation [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		8.00%			8.00%
Debt Instrument, Term		36 months			18 months
Debt Instrument, Frequency of Periodic Payment					quarterly
Business Combination, Consideration Transferred, Liabilities Incurred (in Dollars)		$ 1,000,000			$ 1,000,000				$ 1,000,000
Notes Payable, Other Payables [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Face Amount (in Dollars)	$ 32,898
Debt Instrument, Interest Rate, Stated Percentage	6.70%
Debt Instrument, Payment Terms	36 months
Minimum [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.10		$ 0.10	$ 0.01	$ 0.10	$ 0.36
Note Payable Due December 31, 2017 [Member] | Notes Payable, Other Payables [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Conversion, Original Debt, Amount (in Dollars)								$ 2,000,000
Debt Instrument, Face Amount (in Dollars)								$ 5,000,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares)								3,333,334
Debt Instrument, Convertible, Conversion Price (in Dollars per share)								$ 0.60
Class of Warrant or Rights, Granted (in Shares)								1,666,667
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)								$ 1
Warrants, Expiration Date				Dec. 31, 2018
Warrants, Fair Value of Warrnts, Granted (in Dollars)				$ 1,350,000
Debt Instrument, Maturity Date			Dec. 31, 2017
Debt Instrument, Interest Rate, Stated Percentage			6.50%
Stock Issued During Period, Shares, Other (in Shares)			350,000
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Face Amount (in Dollars)							$ 3,000,000
Class of Warrant or Rights, Granted (in Shares)							250,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)							$ 0.60
Warrants, Fair Value of Warrnts, Granted (in Dollars)							$ 119,991
Debt Instrument, Term							36 months
Warrant Term							5 years
Share Price (in Dollars per share)							$ 0.48
Fair Value Assumptions, Expected Volatility Rate							355.00%
Fair Value Assumptions, Risk Free Interest Rate							1.64%
Fair Value Assumptions, Expected Term							5 years
Fair Value Assumptions, Expected Dividend Rate							0.00%
Debt Instrument, Unamortized Discount (in Dollars)							$ 115,000
Debt Instrument, Convertible, Remaining Discount Amortization Period							3 years
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member] | Debt Amortization, Year 1 [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Periodic Payment (in Dollars)							$ 83,928.57
Debt Instrument, Frequency of Periodic Payment							month
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member] | Debt Amortization, Year 2 [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Periodic Payment (in Dollars)							$ 104,910.71
Debt Instrument, Frequency of Periodic Payment							month
Note Payable Due October 1, 2017 [Member] | Notes Payable, Other Payables [Member] | London Interbank Offered Rate (LIBOR) [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate							8.00%
Note Payable Due October 1, 2017 [Member] | Minimum [Member] | Notes Payable, Other Payables [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Basis Spread on Variable Rate							2.00%
Note Payable Due July 1, 2016 [Member] | Notes Payable, Other Payables [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Face Amount (in Dollars)						$ 1,232,000				$ 1,232,000
Class of Warrant or Rights, Granted (in Shares)						2,053,333
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)						$ 0.60				$ 0.60
Warrants, Fair Value of Warrnts, Granted (in Dollars)						$ 841,771
Debt Instrument, Interest Rate, Stated Percentage						8.00%				8.00%
Share Price (in Dollars per share)						$ 0.41				$ 0.41
Fair Value Assumptions, Expected Volatility Rate						349.00%
Fair Value Assumptions, Risk Free Interest Rate						1.64%
Fair Value Assumptions, Expected Term						5 years
Fair Value Assumptions, Expected Dividend Rate						0.00%
Debt Instrument, Unamortized Discount (in Dollars)						$ 477,000				$ 477,000
Debt Instrument, Convertible, Remaining Discount Amortization Period						18 months
Debt Instrument, Maturity Date, Description						Interest is payable on October 1, 2015
Debt Instrument, Debt Default, Description of Violation or Event of Default						The Company is obligated to issue additional 2,053,333 warrants priced at $0.60/share in the event of a default.
Note Payable Due July 1, 2016 [Member] | Notes Payable, Other Payables [Member] | Debt Amortization, Year 1 [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Amortization of Debt, Percentage						25.00%
Note Payable Due July 1, 2016 [Member] | Notes Payable, Other Payables [Member] | Debt Amortization, Year 2 [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Maturity Date						Apr. 01, 2016
Debt Instrument, Amortization of Debt, Percentage						25.00%
Note Payable Due July 1, 2016 [Member] | Notes Payable, Other Payables [Member] | Debt Amortization, Year 3 [Member]
NOTE 9 - LONG-TERM DEBT (Details) [Line Items]
Debt Instrument, Maturity Date						Jul. 01, 2016
Debt Instrument, Amortization of Debt, Percentage						50.00%

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NOTE 9 - LONG-TERM DEBT (Details) - Schedule of Long-Term Debt - USD ($)		Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long term debt		$ 7,205,385	$ 7,071,109
Less: Debt Discount		(197,333)	(197,333)
Total		6,976,107	6,485,498
Less: Current maturities, net of debt discount of $31,945		(2,637,344)	(650,810)
Total long-term debt		4,338,763	5,834,688
Loans Payable [Member]
Debt Instrument [Line Items]
Less: Debt Discount		(229,278)	(585,611)
Note Payable Due December 31, 2017 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Long term debt	[1]	3,117,538	3,117,538
Note Payable Due October 1, 2017 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Long term debt	[2]	1,825,447	2,853,571
Note Payable Due July 1, 2016 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Long term debt	[3]	1,232,000	1,100,000
Note Payable Due December 31, 2015 #2 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Long term debt	[4]	1,000,000	0
Note Payable Due September 23, 2018 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Long term debt	[5]	$ 30,400	$ 0

[1] In December 2013, $2 million of the original $5,000,000 Promissory note was converted to 3,333,334 shares of common stock (at $0.60/share) with 1,666,667 warrants exercisable at $1/share through December 31, 2018. The warrant was valued using the Black Scholes Option Pricing model and the Company recorded additional interest related to the conversion of debt and grant of warrants of $1,350,000. In March 2014, the note was extended to December 31, 2015 without any further considerations. On October 1, 2014, the note was extended to December 31, 2017 with the new interest rate at 6.5%. Additionally, 350,000 shares of common stock was granted as consideration for the extension.

[2] In October 2014, the Company entered into a term loan for $3,000,000. The term loan was priced at 8% over 30-day LIBOR (with a minimum floor of 2%) with a term of 36 months. The term loan, as amended, is payable over three years, $83,928.57/month from January 1, 2015 through and including December 1, 2015, and $104,910.71/month from January 1, 2016 through maturity. The Company also issued 250,000 warrants, exercisable at $0.60/share for five years.The Company calculated the fair value of the warrant as $119,991, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.48, per share; volatility of 355%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the term note. The allocated value of the warrant of $115,000 has been recorded as a discount on the term note payable and will be amortized over three years as interest expense.

[3] In December 2014, the Company entered into a securities purchase agreement for a senior debenture in the amount of $1,232,000 at 8%. The senior debenture does not contain a provision for the debt to be converted into shares of the Company's common stock. Interest is payable on October 1, 2015 with principal payments of 25% on 1/1/2016, 25% on 4/1/2016 and the remaining 50% on 7/1/2016. The Company issued 2,053,333 warrants priced at $0.60/share. The Company is obligated to issue additional 2,053,333 warrants priced at $0.60/share in the event of a default.The Company calculated the fair value of the warrant as $841,771, based on a Black-Scholes Option Pricing Model using the market price of the Company's stock on the date of grant of $0.41, per share; volatility of 349%; a risk-free interest rate of 1.64%; a term of five years and zero dividend and has allocated the value of the warrant over the note payable. The allocated value of the warrant of $477,000 has been recorded as a discount on the note payable and will be amortized over eighteen months as interest expense.

[4] In January 2015, the Company issued a subordinated note for $1,000,000 with an interest rate of 8% to be amortized quarterly over eighteen months beginning July 1, 2016.

[5] On September 23, 2015, the Company issued an unsecured note for $32,898 at an interest rate of 6.7%, payable over 36 months.

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NOTE 9 - LONG-TERM DEBT (Details) - Schedule of Long-Term Debt (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Debt discount	$ 31,945	$ 31,945
Note Payable Due December 31, 2017 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Note payable, due	Dec. 31, 2017	Dec. 31, 2017
Interest at	6.50%	6.50%
Note Payable Due October 1, 2017 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Note payable, due	Oct. 01, 2017	Oct. 01, 2017
Interest at	10.00%	10.00%
Note Payable Due July 1, 2016 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Note payable, due	Jul. 01, 2016	Jul. 01, 2016
Interest at	8.00%	8.00%
Note Payable Due December 31, 2015 #2 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Note payable, due	Dec. 31, 2017
Interest at	8.00%
Note Payable Due September 23, 2018 [Member] | Loans Payable [Member]
Debt Instrument [Line Items]
Note payable, due	Sep. 23, 2018
Interest at	6.70%

XML

NOTE 9 - LONG-TERM DEBT (Details) - Schedule of Maturities of Long-term Debt - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Schedule of Maturities of Long-term Debt [Abstract]
2016	$ 2,834,677
2016 (Less: Debt Discount)	(197,333)
2017	4,361,855
2017 (Less: Debt Discount)	(31,945)
2018	8,853
	$ 6,976,107	$ 6,485,498

XML

NOTE 11 - STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 2015	Dec. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
NOTE 11 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.36
Maximum [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.10	$ 1.00	$ 0.60	$ 0.36	$ 0.60

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NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity - Restricted Stock [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued	6,200,000	10,195,084
Total Cost of Restricted Stock Issued	$ 1,304,000	$ 4,609,817
Average Cost per Share of Restricted Stock Issued	$ 0.21	$ 0.45
Stock Issued to Acquire Operating Assets [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued	4,750,000	7,519,445
Total Cost of Restricted Stock Issued	$ 977,500	$ 3,224,750
Average Cost per Share of Restricted Stock Issued	$ 0.21	$ 0.57
Performance Shares [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued	1,000,000
Total Cost of Restricted Stock Issued	$ 190,000
Average Cost per Share of Restricted Stock Issued	$ 0.19
Stock Issued for Various Services [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued	450,000	451,055
Total Cost of Restricted Stock Issued	$ 136,500	$ 120,317
Average Cost per Share of Restricted Stock Issued	$ 0.30	$ 0.27
Stock Issued for Financing Charges [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued		350,000
Total Cost of Restricted Stock Issued		$ 140,000
Average Cost per Share of Restricted Stock Issued		$ 0.40
Stock Issued Exercise of Warrants [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Restricted Stock Shares Activity [Line Items]
Numbe of Restricted Stock Issued		1,874,584
Total Cost of Restricted Stock Issued		$ 1,124,750
Average Cost per Share of Restricted Stock Issued		$ 0.60

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NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity - shares	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity [Line Items]
Warrants	20,096,454	17,588,761	15,160,012	12,026,678
Warrants, Financing and Stock Subscriptions [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity [Line Items]
Warrants	8,579,030	8,579,030
Warrants, Restructuring of Debt, Note Extensions [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity [Line Items]
Warrants	2,843,064	2,843,064
Warrants, Management [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity [Line Items]
Warrants	7,007,693	4,500,000
Warrants, Debt Conversion [Member]
NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders Equity [Line Items]
Warrants	1,666,668	1,666,667

XML

NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrant Issuances - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Class of Warrant or Right [Line Items]
Balance, Number of Shares (in Shares)	17,588,761	15,160,012	12,026,678
Balance,Weighted Average Exercise Price	$ 0.55	$ 0.47	$ 0.51
Warrants exercised, Number of Shares (in Shares)	0	(1,874,584)	(1,700,000)
Warrants exercised, Exercise Price		$ 0.60
Warrants expired, Number of Shares (in Shares)	0	0	0
Balance, Number of Shares (in Shares)	20,096,454	17,588,761	15,160,012
Balance, Exercise Price	$ 0.36
Balance,Weighted Average Exercise Price	0.48	$ 0.55	$ 0.47
Minimum [Member]
Class of Warrant or Right [Line Items]
Balance, Exercise Price	0.10	0.10	0.36
Balance, Exercise Price	0.01	0.10	0.10
Maximum [Member]
Class of Warrant or Right [Line Items]
Balance, Exercise Price	0.60	0.36	0.60
Balance, Exercise Price	$ 0.10	$ 0.60	$ 0.36
Warrants, Management [Member]
Class of Warrant or Right [Line Items]
Balance, Number of Shares (in Shares)	4,500,000
Warrants issued, Number of Shares (in Shares)	50,000	2,000,000	2,500,000
Warrants issued, Exercise Price	$ 0.10	$ 0.10	$ 0.10
Balance, Number of Shares (in Shares)	7,007,693	4,500,000
Warrants, Debt Conversion [Member]
Class of Warrant or Right [Line Items]
Balance, Number of Shares (in Shares)	1,666,667
Warrants issued, Number of Shares (in Shares)			1,666,667
Warrants issued, Exercise Price			$ 0.36
Balance, Number of Shares (in Shares)	1,666,668	1,666,667
Warrants, Stock Subscription [Member]
Class of Warrant or Right [Line Items]
Warrants issued, Number of Shares (in Shares)			666,667
Warrants issued, Exercise Price			$ 0.36
Warrants, Issued with Debt [Member]
Class of Warrant or Right [Line Items]
Warrants issued, Number of Shares (in Shares)		2,303,333
Warrants issued, Exercise Price		$ 0.60
Warrants, Management #2 [Member]
Class of Warrant or Right [Line Items]
Warrants issued, Number of Shares (in Shares)	2,507,693
Warrants issued, Exercise Price	$ 0.01

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NOTE 11 - STOCKHOLDERS' EQUITY (Details) - Schedule of Warrants Outstanding - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	20,096,454	17,588,761	15,160,012	12,026,678
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.60 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	3,400,000
Expiration Date	Oct. 25, 2016
Remaining Contractual Life	292 days
Exercise Price (in Dollars per share)	$ 0.60
Warrants, Exercise Price at $0.60 #2 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	446,042
Expiration Date	Oct. 25, 2016
Remaining Contractual Life	292 days
Exercise Price (in Dollars per share)	$ 0.60
Warrants, Exercise Price at $0.60 #3 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	281
Expiration Date	Oct. 25, 2016
Remaining Contractual Life	292 days
Exercise Price (in Dollars per share)	$ 0.60
Warrants, Exercise Price at $0.36 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	1,333,333
Expiration Date	Dec. 26, 2016
Remaining Contractual Life	1 year
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.10 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	2,000,000
Expiration Date	May 01, 2017
Remaining Contractual Life	1 year 109 days
Exercise Price (in Dollars per share)	$ 0.10
Warrants, Exercise Price at $0.36 #2 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	629,371
Expiration Date	Oct. 25, 2017
Remaining Contractual Life	1 year 292 days
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.36 #3 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	2,059,734
Expiration Date	Dec. 31, 2017
Remaining Contractual Life	2 years
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.36 #4 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	583,333
Expiration Date	Dec. 31, 2017
Remaining Contractual Life	2 years
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price $0.10 #2 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	50,000
Expiration Date	Dec. 31, 2017
Remaining Contractual Life	2 years
Exercise Price (in Dollars per share)	$ 0.10
Warrants, Exercise Price at $0.10 #3 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	2,500,000
Expiration Date	Jul. 01, 2018
Remaining Contractual Life	2 years 6 months
Exercise Price (in Dollars per share)	$ 0.10
Warrants, Exercise Price at $0.36 #5 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	1,666,667
Expiration Date	Dec. 31, 2018
Remaining Contractual Life	3 years
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.36 #6 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	666,667
Expiration Date	Dec. 31, 2018
Remaining Contractual Life	3 years
Exercise Price (in Dollars per share)	$ 0.36
Warrants, Exercise Price at $0.60 #4 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	250,000
Expiration Date	Oct. 28, 2019
Remaining Contractual Life	3 years 292 days
Exercise Price (in Dollars per share)	$ 0.60
Warrants, Exercise Price at $0.60 #5 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	2,053,333
Expiration Date	Dec. 22, 2019
Remaining Contractual Life	4 years
Exercise Price (in Dollars per share)	$ 0.60
Warrants, Exercise Price at $0.01 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	1,153,847
Expiration Date	Oct. 08, 2020
Remaining Contractual Life	4 years 292 days
Exercise Price (in Dollars per share)	$ 0.01
Warrants, Exercise Price at $0.01 #2 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	1,153,846
Expiration Date	Oct. 08, 2020
Remaining Contractual Life	4 years 292 days
Exercise Price (in Dollars per share)	$ 0.01
Warrants, Exercise Price at $0.01 #3 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	50,000
Expiration Date	Oct. 08, 2020
Remaining Contractual Life	4 years 292 days
Exercise Price (in Dollars per share)	$ 0.01
Warrants, Exercise Price at $0.01 #4 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	50,000
Expiration Date	Oct. 08, 2020
Remaining Contractual Life	4 years 292 days
Exercise Price (in Dollars per share)	$ 0.01
Warrants, Exercise Price at $0.01 #5 [Member]
Class of Warrant or Right [Line Items]
Number of Common Stock Equivalents	50,000
Expiration Date	Oct. 08, 2020
Remaining Contractual Life	4 years 292 days
Exercise Price (in Dollars per share)	$ 0.01

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NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)				12 Months Ended
	Feb. 01, 2015	Jan. 14, 2015	May 13, 2014	Dec. 31, 2015	Dec. 31, 2014
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Operating Leases, Rent Expense				$ 403,541	$ 241,298
Stock Issued During Period, Value, Issued for Services				326,500	$ 120,316
Loss Contingency, Damages Sought, Value			$ 222,000
Loss Contingency, Accrual, Current			$ 123,000
Computer Equipment [Member]
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Description of Lessee Leasing Arrangements, Capital Leases	Company entered into a business lease agreement for computer hardware equipment with monthly payments of $13,926 for a term of three years with a $1.00 end-of term purchase option.
Capital Leases, Contingent Rental Payments Due	$ 13,926
Lessee Leasing Arrangements Capital Leases, Term of Contract	3 years
Capital Lease End of Term Purchase Option	$ 1.00
Capital Leased Assets, Gross				458,701
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation				91,740
Capital Lease Obligations				$ 366,961
Investor Relations Consulting Agreement [Member]
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Consulting Agreement Term of Contract		12 months
Stock Issued During Period, Shares, Issued for Services (in Shares)		50,000
Stock Issued During Period, Value, Issued for Services		$ 24,500

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NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Operating Leases of Lessee Disclosure	12 Months Ended
	Dec. 31, 2015
Office Lease, New Jersey [Member]
Operating Leased Assets [Line Items]
Operating Lease, Start Date	09/2012
Operating Lease, Term	5 years
Operating Lease, Location	NJ
Operating Lease, Expiration Date	Aug. 31, 2016
Office Lease, Michigan [Member]
Operating Leased Assets [Line Items]
Operating Lease, Start Date	06/2013
Operating Lease, Term	5 years
Operating Lease, Location	MI
Operating Lease, Expiration Date	Oct. 31, 2018
Office Lease, Georgia [Member]
Operating Leased Assets [Line Items]
Operating Lease, Start Date	07/2014
Operating Lease, Term	3 years
Operating Lease, Location	GA
Operating Lease, Expiration Date	Aug. 31, 2017
Office Lease #2, California [Member]
Operating Leased Assets [Line Items]
Operating Lease, Start Date	12/2014
Operating Lease, Term	4 years
Operating Lease, Location	CA
Operating Lease, Expiration Date	Apr. 30, 2019
Office Lease, Illinois [Member]
Operating Leased Assets [Line Items]
Operating Lease, Start Date	06/2015
Operating Lease, Term	7 years
Operating Lease, Location	IL
Operating Lease, Expiration Date	Dec. 31, 2022

XML

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Rental Payments for Operating Leases	Dec. 31, 2015 USD ($)
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract]
2016	$ 162,141
2017	162,871
2018	122,521
2019	59,533
2020 and beyond	88,154
	$ 595,220

XML

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Lease Payments for Capital Leases	Dec. 31, 2015 USD ($)
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract]
2016	$ 167,114
2017	167,114
Total minimum lease payments	334,228
Less: amount representing interest	(19,694)
Present value of net minimum lease payments, presented as current and non-current obligations under capital leases of $152,640 and $162,149, respectively.	$ 314,534

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NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Schedule of Future Minimum Lease Payments for Capital Leases (Parentheticals) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Schedule of Future Minimum Lease Payments for Capital Leases [Abstract]
Present value of net minimum lease payments, current	$ 152,640	$ 0
Present value of net minimum lease payments, non-current	$ 162,149	$ 0

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NOTE 13 - INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
NOTE 13 - INCOME TAXES (Details) [Line Items]
Operating Loss Carryforwards, Expiration Date	2037
Operating Loss Carryforwards, Limitations on Use	under regulations of the Internal Revenue Service related to ownership changes are limited under IRC Section 382 to approximately $669,000 per year
Deferred Tax Assets, Gross	$ 5,171,000	$ 3,483,000
Deferred Tax Assets, Valuation Allowance	5,171,000	3,483,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	1,688,000	(6,406,000)
Operating Loss Carryforward Not Subject to Limitation [Member]
NOTE 13 - INCOME TAXES (Details) [Line Items]
Operating Loss Carryforwards	$ 5,717,000
Operating Loss Carryforward Subject to Limitation [Member]
NOTE 13 - INCOME TAXES (Details) [Line Items]
Operating Loss Carryforwards		$ 5,291,000

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NOTE 13 - INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Amortization of intangibles	$ 2,672,000	$ 1,860,000
Allowance for doubtful accounts	220,000	324,000
Reserve for vacation payroll and legal settlement	79,000	79,000
Net operating loss	2,200,000	1,220,000
	5,171,000	3,483,000
Valuation allowance	(5,171,000)	(3,483,000)
Net deferred tax asset	$ 0	$ 0

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NOTE 13 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Expected Federal tax rate	(34.00%)	(34.00%)
Expected state tax rate, net of Federal effect	(6.00%)	(6.00%)
Change in valuation allowance	40.00%	40.00%
	0.00%	0.00%

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NOTE 14 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Common Stock, Shares, Outstanding (in Shares)	108,861,774	102,661,774
Q4 India [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party	$ 8,215,000	$ 6,749,000
Accounts Payable, Related Parties	700,000	630,000
Surrex [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Revenue from Related Parties	3,200,000	1,700,000
Accounts Receivable, Related Parties	517,000	1,491,000
CITS [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Revenue from Related Parties	4,600,000	2,900,000
Accounts Receivable, Related Parties	$ 1,517,000	1,648,000
Shares Held by Related Party [Member] | Stonegate Holdings Inc. [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Common Stock, Shares, Outstanding (in Shares)	6,695,959
Percentage of Shares Outstanding	6.15%
Shares Held by Related Party [Member] | Stonegate Assets, Inc. [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Common Stock, Shares, Outstanding (in Shares)	7,000,000
Percentage of Shares Outstanding	6.43%
Compensation From CITS Remitted to Global Technology Ventures Corporation [Member] | Chief Executive Officer [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction	$ 130,000	0
Compensation From CITS Remitted to Congruent Ventures LTD [Member] | Chief Financial Officer [Member]
NOTE 14 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Amounts of Transaction	$ 130,000	$ 0

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NOTE 14 - RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Transactions - Q4 India [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	$ 8,215,000	$ 6,749,000
Client Delivery and Support [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	3,335,450	2,688,316
Platform Development [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	2,340,000	1,890,000
Sales Support [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	176,470	150,530
Back Office Support [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	2,039,990	1,642,892
Research and Development [Member]
Related Party Transaction [Line Items]
Expenses from Transactions with Related Party	$ 323,090	$ 377,262

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NOTE 15 - SUBSEQUENT EVENTS (Details) - USD ($)	1 Months Ended
	Jan. 31, 2016	Mar. 19, 2016	Dec. 31, 2015
NOTE 15 - SUBSEQUENT EVENTS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.36
Convertible Debt Securities [Member] | Subsequent Event [Member]
NOTE 15 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Term	3 years
Debt Instrument, Interest Rate, Stated Percentage	9.00%
Debt Instrument, Face Amount	$ 5,000,000
Debt Instrument, Convertible, Conversion Price	$ 0.70
Debt Instrument, Description	Each holder of a Note will receive a detachable warrant to purchase common stock of the Company with an exercise price of $0.75 per share
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.75
Warrant Term	1 year
Stockholders' Equity Note, Subscriptions Receivable		$ 80,000