Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 19, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | GEX MANAGEMENT, INC. | |
Entity Central Index Key | 1,681,556 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Trading Symbol | GXXM | |
Entity Common Stock, Shares Outstanding | 30,318,847 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and Cash Equivalents | $ 137,850 | $ 410,096 |
Accounts Receivable, net | 324,435 | 91,532 |
Accounts Receivable - Related Party | 30,771 | |
Other Current Assets | 1,396,390 | 88,749 |
Total Current Assets | 1,858,675 | 621,148 |
Property and Equipment (Net) | 13,107,792 | 2,463,377 |
Investment in PE | 11,120 | |
Other Assets | 3,700 | 4,471 |
TOTAL ASSETS | 14,981,288 | 3,088,996 |
Current Liabilities: | ||
Accounts Payable | 58,998 | 48,280 |
Accrued Expenses and Other | 1,246,142 | 20,514 |
Derivative Liability, Others | 27,525 | |
Accrued Interest Payable | 933,469 | 7,433 |
Notes Payable Current Portion | 3,205,385 | 56,649 |
Total Current Liabilities | 5,471,519 | 132,876 |
Non-Current Liabilities | ||
Notes Payable | 1,210,220 | 1,254,271 |
Other Non-Current Liabilities | 476,291 | |
Line of Credit | 1,428,314 | 352,100 |
Total Long Term Liabilities | 3,114,826 | 1,606,371 |
TOTAL LIABILITIES | 8,586,344 | 1,739,247 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, $0.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized, 27,843,674 and 11,797,231 shares issued and Outstanding as September 30, 2018 and December 31, 2017, respectively | 27,844 | 11,797 |
Additional Paid In Capital | 9,200,576 | 2,651,178 |
Retained Deficit | (2,833,476) | (1,313,226) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 6,394,943 | 1,349,749 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 14,981,288 | $ 3,088,996 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock shares par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 20,000,000 | 20,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock shares par value | $ .001 | $ 0.001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 27,843,674 | 11,797,231 |
Common stock shares outstanding | 27,843,674 | 11,797,231 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,093,477 | $ 2,495,135 | $ 9,763,258 | $ 5,489,763 |
Revenues - Related Party | 0 | 10,000 | 0 | 74,000 |
Total Revenues (1) | 3,093,477 | 2,505,135 | 9,763,258 | 5,563,763 |
Cost of Revenues | 2,349,304 | 2,384,582 | 8,437,578 | 5,522,260 |
Gross Profit (Loss) | 744,173 | 120,553 | 1,325,681 | 41,503 |
Operating Expenses | ||||
Depreciation and Amortization | 323,777 | 21,676 | 358,085 | 36,328 |
Selling and Advertising | 926 | 78,521 | 99,375 | 108,875 |
General and Administrative | 578,666 | 215,872 | 2,385,437 | 552,211 |
Total Operating Expenses | 903,370 | 316,069 | 2,842,897 | 697,414 |
Total Operating Income (Loss) | (159,197) | (195,516) | (1,517,216) | (655,911) |
Other Income (Expense) | ||||
Gain on Extinguishment of Debt | 172,872 | |||
Gain on Disposition of Asset/Equity Interest | 4,250,000 | 4,250,000 | ||
Income from Other | 27,241 | 62,438 | ||
Derivative Loss | (78,626) | (99,081) | ||
Interest Income( Expenses) | (3,415,503) | (1,452) | (4,152,557) | (11,744) |
Net Other Income (Expense) | 783,112 | (1,452) | 60,800 | 161,128 |
Net income (loss) before income taxes | 623,916 | (196,968) | (1,456,416) | (494,783) |
Provision for income taxes | ||||
Net Income Attributable to Non Controlling Interest | 63,834 | 0 | 63,834 | 0 |
NET INCOME (LOSS) | $ 560,082 | $ (196,968) | $ (1,520,250) | $ (494,783) |
BASIC and DILUTED | ||||
Weighted Average Shares Outstanding | 13,369,097 | 8,632,432 | 12,575,580 | 8,498,281 |
Earnings (loss) per Share | $ 0.04 | $ (0.023) | $ (0.12) | $ (0.06) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows (used by) Operating Activities: | ||
Net Loss | $ (1,520,250) | $ (494,783) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and Amortization | 358,085 | 15,139 |
Shares Issued for Services | 450,650 | 74,751 |
Derivative Loss | 27,525 | |
Warrants issued for debt issuance costs | 78,751 | |
Bad Debt Expense | 92,102 | |
Gain on Sale of Investment | (4,250,000) | |
Gain on Extinguishment of Debt | (172,872) | |
Changes in assets and liabilities: | ||
Accounts receivable | (325,005) | 69,602 |
Accounts receivable - Related Party | 30,771 | 23,500 |
Other current assets | (1,307,641) | (89,165) |
Note Receivable - Related Party | ||
Deposits & Other Assets | 750,771 | (3,700) |
Accounts Payable | 10,718 | 64,268 |
Accounts payable - Related Party | (39,900) | |
Accrued expenses | 1,225,628 | (1,820) |
Accrued interest payable | 926,036 | 11,744 |
Net cash (used in) operating activities | (3,451,860) | (543,236) |
Cash Flows from (used in) Investing Activities: | ||
Purchase of customer contracts | (37,500) | |
Investment in Payroll Express | (500,000) | |
Deposit for purchase of equity | (250,000) | |
Purchase of fixed assets | (4,113) | |
Net cash (used in) Investing Activities: | (750,000) | (41,613) |
Cash Flows from (used in) Financing Activities: | ||
Proceeds from common stock/ APIC | 1,565,445 | 514,086 |
Proceeds from notes payable - related party | 50,000 | |
Payments on notes payable - related party | 1,076,214 | |
Payments/Proceeds on long term debt | 432,241 | |
Payments/Proceeds from notes payable (net) | 855,715 | |
Net cash provided by financing activities | 3,929,614 | 564,086 |
NET INCREASE (DECREASE) IN CASH | (272,246) | (20,763) |
CASH AT BEGINNING OF PERIOD | 410,096 | 307,395 |
CASH AT END OF PERIOD | 137,850 | 286,632 |
SUPPLEMENTAL DISCLOSURES: | ||
Income taxes paid | ||
Interest paid | 3,381,666 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accounts Payable converted to Common Stock | 45,000 | |
Debt and Interest converted to Common Stock | 345,745 | |
Purchase of fixed assets | (11,000,000) | |
Proceeds on sale of assets | 5,000,000 | |
Proceeds from common stock/APIC | 4,875,000 | |
Payments/Proceeds from notes payable | 1,125,000 | |
Shares Issued for Services | $ 450,650 | $ 74,751 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | NOTE 1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business GEX Management, Inc. (“GEX”, the “Company”, “we”, “our”, “us”) is a professional services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. On January 25, 2017, GEX obtained its license to operate as a Professional Employer Organization (“PEO”), and we began offering PEO services in April 2017. The Company formed GEX Staffing, LLC (“GEX Staffing”) in March 2017. The initial funding and first transactions occurred in GEX Staffing in September 2017. The consolidated financials include the accounts of GEX Staffing, LLC. Staffing and PEO services make up a majority of our revenue. Material Definitive Agreements On December 29, 2017 GEX purchased 100% of the membership interest in AMAST Consulting, LLC (“AMAST”), which owned a multi-use office building in Lowell, Arkansas, which had an occupancy rate of 100% at the time of the acquisition. The terms of the Agreement to purchase AMAST include the fulfillment of the lease obligations of the current tenants, as well as the assumption of the debt that is collateralized by the building and associated property. The consolidated financials include the assets and debt of AMAST. On May 2, 2018, the Company purchased a 25% interest in Payroll Express, LLC (PE), a California limited liability company for $500,000 in cash. The Company recognized this investment under the equity method due to its ability to exercise significant influence over the operating and financial policies of PE. Additionally, the Company had the right, but not the obligation, to purchase an additional 26% interest under similar terms. On June 11, 2018, the Company paid $250,000 in cash to the owners of Payroll Express as a deposit towards purchasing additional shares in PE and is recorded in Other Assets on the Balance Sheet On August 3, 2018, the Company entered into a Membership Interest Purchase Agreement with PE, pursuant to which the Company purchased an additional 26% of the membership interests of PE for a purchase price of (a) $250,000, plus (b) warrants (the “Warrants”) to purchase 2,000,000 shares of the Company’s common stock. As a result of this transaction, the Company owned a total of 51% of the membership interests of PE. The Warrants were exercisable for a period of 24 months from the date of issuance. The Warrants provided for the purchase of shares of the Company’s Common Stock an exercise price of $1.06 per share. The Warrants were exercisable for cash, or on a cashless basis. The number of shares of Common Stock to be deliverable upon exercise of the Warrants were subject to adjustment for subdivision or consolidation of shares and other standard dilutive event. On September 28, 2018, the Company, consummated a real property purchase and sale transaction (“Setco Property Purchase Transaction”) with Setco International Forwarding Corporation, a Texas corporation (“Setco”), pursuant to which the Company purchased a 16.84 acre tract of land from Setco, located at 13000 S. Lyndon B. Johnson Freeway in Dallas, Texas, for an aggregate purchase price of $11,000,000, paid as follows: ● $1,125,000, by the Company’s execution and delivery of a Real Estate Lien Note made to Setco (the “September 2018 Note”); ● $4,875,000, by the Company’s issuance to Setco of 15,000,000 shares of the Company’s common stock (valued at $0.325 per share); and ● $5,000,000, by the Company’s transfer to Setco of the Company’s 51% ownership interest in Payroll Express. Basis of Presentation Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), as well as the applicable regulations and rules of the Securities and Exchange Commission (“SEC”). This requires management to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual results could differ from those estimates. The accompanying interim, unaudited consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 10, 2018. All adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are of a normal and recurring nature. Principles of Consolidation The consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying notes. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers and are unsecured. The receivables are generally due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts. GEX’s policy is not to charge interest on receivables after the invoice becomes past due. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. The Company incurred $92,102 of bad debt expense for the nine months ended September 30, 2018. No bad debt expense was incurred for the nine months ended September 30, 2017. Equity Method Investments The Company has accounted for its investment in Payroll Express, LLC (“PE”), a Santa Clara, CA based professional services firm that provides a wide array of back office and managed services related to medical staffing needs for its healthcare clients that includes clinical practices and Ambulatory Surgery Centers (ASCs), as an equity method investment due to its ability to assert significant influence over PE’s operational and financial policies. This investment was initially accounted for at cost. The Company recognizes its proportionate share of PE’s earnings (after the effect of basis differences) as an increase in its Investment in PE and as Income from Investment in PE. Property and Equipment Property and Equipment, net is carried at the cost of purchase, acquisition or construction, and is depreciated over the estimated useful lives of the assets. Assets acquired in a business combination are stated at estimated fair value. Costs associated with repair and maintenance are expensed as they are incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Depreciation and amortization are provided using the straight-line methods over the useful lives of the assets as follows: Useful Life Buildings 30 Years Office Furniture & Equipment 5 Years Impairment of Long-Lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. Revenue Recognition Effective on January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) GEX enters into contracts with its clients for professional services, staffing and/or PEO services. GEX’s contract stipulates the rate and price charged to each client. GEX’s contracts for these services are generally cancellable at any time by either party with 30-days’ written notice. GEX fulfills its performance obligations each month, and the contracts generally have a term of one year with an automatic renewal after 12 months. The duration between invoicing and when GEX completes its contractual, performance obligations are satisfied is not significant. For the Company’s PEO services, payment is generally due on the date the invoice is sent to the client. For staffing and professional services payment is generally due 30 days after the invoice is sent to the client. GEX does not have significant financing components or significant payment terms. GEX’s revenue is generally recognized ratably, month-to-month as co-employees or staffed employees perform their service at the client’s worksite. Generally, GEX’s PEO clients are invoiced concurrently with each payroll of its co-employees, and clients that utilize GEX’s staffing and back office services are billed concurrently with each payroll or on a monthly basis. PEO Services Professional Employment Organization (“PEO”) service revenues represent the fees charged to clients for administering payroll and payroll tax transactions for our clients’ Co-Employed Employees (“CEEs”), access to our HR and benefits administration services, consulting related to employment and benefit law compliance and general employment consulting related fees. PEO service revenues are recognized in the period the PEO services are performed as stipulated in the Client Service Agreement (“CSA”), where these fees are fixed or determinable, when the PEO client is invoiced and collectability is reasonably assured. GEX is not considered the primary obligor with respect to CEE’s payroll and payroll tax, and insurance payments and therefore, these payments are not reflected as either revenue or expense in our statements of operations. PEO-related revenues also include revenues generated from insurance administration for our PEO clients. These insurance-related revenues include insurance-related billings, as well as administrative fees that GEX collects from PEO clients and withholds from CEEs for health benefit insurance plans provided by third-party insurance carriers. Insurance-related revenues are recognized over the period the insurance coverage is provided and where collectability is reasonably assured. Sta fin Services and Professional Services Staffing services revenue is derived from supplying temporary staff to clients. Temporary staff generally consists of temporary workers working under a contract for a fixed period of time, or on a specific client project. The temporary staff includes both GEX employees and third-parties contracted by GEX. Temporary staff are provided to clients through a Staffing Service Agreement (‘SSA’) involving a specified service that the temporary staff will provide to the client. When GEX is the principal or primary obligor for the temporary staff, GEX records the gross amount of the revenue and expense from the SSA. GEX is generally the primary obligor when GEX is responsible for the fulfillment of services under the SSA, even if the temporary staff are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfill all or part of the SSA with the client, but GEX remains the holder of the credit risk associated with the SSA, and GEX has total discretion in establishing the pricing under the SSA. All other Professional Services revenues are recognized in the period the services are performed as stipulated in the client’s Outsourcing Agreement, when the client is invoiced, and collectability is reasonably assured. Revenue recognition for arrangements with multiple deliverables constituting a single unit of accounting is recognized generally over the greater of the term of the arrangement or the expected period of performance. Income Taxes The Company uses the liability method in the computation of income tax expense and the current and deferred income taxes payable. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s credit worthiness, among other things, as well as unobservable parameters. Earnings Per Share Earnings per share are calculated in accordance with ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing the income (loss) available to common share holders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, common stock dividends, warrants and options to acquire common stock, would be considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to the net loss per share. As of September 30, 2018, the Company had 80,000 potentially dilutive shares pursuant to convertible debt and 90,000 potentially dilutive warrant shares outstanding. At December 31, 2017, the Company has no potentially dilutive common shares. Earnings per share information for the three and nine months ended September 30, 2017 has been retroactively adjusted to reflect the stock split that occurred in December 2017. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications have had no effect on the financial position as of December 31, 2017 or operations or cash flows for the periods ended September 30, 2018. Going Concern To date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital necessary to fund operations through September 30, 2019. In addition to the aforementioned current sources of capital that will provide additional short-term liquidity, the Company is currently exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may be available to the Company, as well as trying to generate additional sales and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations, which raises substantial doubt about its ability to continue as a going concern. Additionally, even if the Company raises sufficient capital through additional equity or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If the Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose significant restrictions on the Company’s operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly, if the Company’s common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds. The consolidated financial statements for the three and nine months ended September 30, 2018 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets. The ability of the Company to meet its total liabilities of $9,402,000 at September 30, 2018, and to continue as a going concern is dependent upon the availability of future funding, continued growth in billings and sales contracts, and the Company’s ability to profitably meet its after-sale service commitments with its existing customers. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 2. OTHER CURRENT ASSETS At September 30, 2018 and December 31, 2017, Other Current Assets were as follows: September 30, 2018 December 31, 2017 Other Current Assets: Prepaids $ 1,229,014 $ 116,623 Other Current Assets 167,376 2,709 Acquired Customer Contracts - 37,500 Accumulated Amortization - (68,083 ) Total Other Current Assets $ 1,396,390 $ 88,749 In 2017, the Company purchased customer contracts on March 31, 2017 and started amortizing those contracts in April 2017 along with other contracts entered into in the 2nd quarter of 2017. The Company fully amortized the contracts at December 31, 2017 so it recorded no amortization in the three or nine months ended September 30, 2018. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Stockholders' Equity | NOTE 3. STOCKHOLDERS’ EQUITY General The Company is authorized to issue 200,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. In April 2018, the Company issued shares of 125,000 of common stock at $3.49 per share to a non-officer employee. The Company recognized compensation expense of $450,650 recorded in General and Administrative Expenses on the Consolidated Statement of Operations for the nine months ended September 30, 2018. At September 30, 2018 and December 31, 2017, there were 27,829,570 and 11,797,231 common shares outstanding, respectively. Also, in April 2018, the Company agreed to issue 19,456 shares of common stock for $48,640. The related shares were not issued as of September 30, 2018 and the amount due was recorded in Accrued Expenses on the Consolidated Balance Sheet. The Company is authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. These shares have full voting rights. At September 30, 2018 and December 31, 2017 there were no preferred shares outstanding. The preferred stock ranks senior to the common stock of the Company in each case with respect to dividend distributions and distributions of assets upon the liquidation, dissolution or winding up of the Company whether voluntary or involuntary. During the three months ended June 30, 2017, GEX entered into a Conversion Agreement with two consultants that had a $45,000 balance with the Company and issued a total of 30,000 shares of the Company’s common stock at a cost basis of $1.50 per share in order to settle this outstanding balance. During the three months ended June 30, 2017, the Company issued 115,248 shares of its common stock to its Chief Executive Officer under a Debt Conversion Agreement, for the extinguishment of $345,745 in debt and accrued interest owed by GEX under the Line of Credit as of the Debt Conversion date. During the three months ended June 30, 2017, the Company also issued a total of 14,252 and 2,500 shares of the Company’s common stock to a third-party investor and a third-party advisor, respectively. During the three months ended September 30, 2018, the Company issued the following unregistered securities. The issuance of securities in connection with these transactions was exempt from registration under Section 4(a)(2) and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the “SEC”) under of the Securities Act of 1933, as amended (the Securities Act”), as transactions by an issuer not involving a public offering. On July 9, 2018, the Company issued 58,500 shares of common stock at no cost basis for consulting services. On July 19, 2018, the Company issued 206,500 shares of common stock at no cost basis for consulting services. On July 25, 2018, the Company issued 12,668 shares of common stock at no cost basis for consulting services. On July 30, 2018, the Company issued 100,000 shares of common stock at no cost basis for consulting services. On August 2, 2018, the Company issued 207,339 shares of common stock at no cost basis in connection with issuance of a convertible note payable as a commitment fee. On August 7, 2018, the Company issued 50,000 shares of common stock at no cost basis for consulting services. On August 27, 2018, the Company issued 15,000 shares of common stock at no cost basis for consulting services. On September 10, 2018, the Company issued 220,000 shares of common stock at no cost basis for consulting services. On September 14, 2018, the Company issued 50,000 shares of common stock at no cost basis for consulting services. On September 25, 2018, the Company issued 1,436 shares of common stock at no cost basis for consulting services. On September 26, 2018, the Company issued 15,000,000 shares of common stock at no cost basis related to a real property purchase acquisition transaction. Warrants In May 2018, the Company issued 50,000 warrant shares related to the issuance of convertible notes payable. These warrants have a five- year term with a conversion price of $4.00 per common share. In June 2018, the Company issued 40,000 warrant shares related to the issuance of a note payable. These warrants have a two-year term with a conversion price of $1.66 per common share. Upon issuance, the fair value of these warrants totaled $78,751. The following table outlines the activity relative to these warrants for the 9 months ended September 30, 2018: Weighted- Number of Average Warrant Shares Exercise Price Outstanding, at December 31, 2017 - $ - Granted 90,000 2.96 Exercised - - Forfeited or expired - - Outstanding, at end of period 90,000 2.96 Exercisable, at September 30, 2018 90,000 $ 266,400 Weighted average fair value of warrants granted during the period $ 86,360 The following table summarizes the warrants outstanding as of September 30, 2018: Exercise Prices Number of Warrants Outstanding Weighted - Average Remaining Contractual Life of Warrants Outstanding Number of Warrants Exercisable $ 4.00 50,000 4.84 years 50,000 $ 1.66 40,000 1.52 years 40,000 90,000 90,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE At September 30, 2018 and December 31, 2017, Notes Payable were as follows: September 30, 2018 Dec 31, 2017 Note Payable: Real Estate Lien Interest at 4.5%; $9,540 monthly principal & interest; Balloon payment due March 22, 2022 $ 1,210,220 $ 1,310,920 Discounted Notes Payable: Weekly payments totaling $26,654 Daily payments totaling $91,108 Debt matures by March 21,2019 3,440,825 - Less Discounts on Notes Payable (2,581,219 ) - Discounted Note Payable: Principal and interest 500,000 - Interest at 15% Less Discount on Notes Payable - - Convertible Notes Payable: Principal and interest 854,363 - Interest at 10% Less Discount on Notes Payable (273,251 ) - Discounted Note Payable - Related Party: Weekly payments of $44,995 Debt matures on November 9, 2018 464,397 - Less Discount on Notes Payable (291,850 ) - Note Payable - Related Party: Line of Credit; Due April 1, 2020 1,428,314 352,100 Interest at 6% Total Notes Payable 6,320,211 1,663,020 Less Current Portion (3,205,385 ) (56,649 ) Long-term Notes Payable $ 3,114,826 $ 1,606,371 On March 6, 2018, the Company entered into an Agreement to sell $1,066,050 of the Company’s future receipts for $772,500 to provide liquidity for the Company’s expansion opportunities. During the three months ended June 30, 2018, the Company entered into six discounted Notes Payable Agreements to sell its future accounts receivable and revenues to provide liquidity for working capital and the Company’s expansion opportunities. On April 18, 2018, the Company entered into an Agreement to sell $490,000 of the Company’s future accounts receivable for $350,000. On April 25, 2018, the Company entered into an Agreement to sell $299,800 of the Company’s future accounts receivable for $200,000. On April 25, 2018, the Company entered into an Agreement to sell $374,750 of the Company’s future accounts receivable for $250,000. On May 31, 2018, the Company sold $583,600 of its future accounts receivable for $400,000. On June 14, 2018, the Company entered into an Agreement to sell $299,800 of the Company’s future receivables for $200,000. On June 27, 2018, the Company sold $909,350 of its future accounts receivable for $650,000. On July 9, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $246,500 for $170,000. On July 10, 2018, the Company entered into a discounted note payable agreement to sell $437,700 of its future accounts receivable for $300,000. On July 23, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $246,500 for $170,000. On July 31, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $539,640 for $360,000. On August 14, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $149,900 for $100,000. On August 17, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $149,900 for $100,000. On August 24, 2018, the Company entered into a discounted Note Payable agreement to sell its future accounts receivable of $224,850 for $150,000. On August 29, 2018, the Company entered into a factoring agreement with Complete Business Solutions (“CBSG”) wherein CBSG will work as a strategic partner with the Company to provide liquidity for working capital and the Company’s expansion opportunities (organic and inorganic) on an ongoing basis. During the three months ended September 30, 2018, CBSG has purchased future receivables for a total of 1,332,983 in relation to the factoring agreement. On April 26, 2018, the Company entered into two Securities Purchase Agreements, pursuant to which the Company issued Convertible Promissory Notes (“the Notes”) with principal amounts totaling up to $1,000,000, bearing interest at 10% per annum. The total amounts of the Notes that can be funded (consideration that can be loaned to the Company) is up to $887,500, after discounts of $112,500 prorated over the term of the Notes. Amounts borrowed by the Company mature in twelve months after the date of funding and can be prepaid up to six months after issuance subject to prepayment penalties and approval by the Note holders. Any amounts outstanding on the Notes can be converted into Common Stock at a conversion price of $2.50 per share for the first six months and at a discount of up to 50% thereafter to the then current market value of the Company’s stock commencing six months after issuance. Conversion is at the sole discretion of the holders of the Notes. In May 2018, the Company borrowed $200,000 under the Notes, and received $175,000 after giving effect to discounts of 10% for each note and origination fees. The Notes are personally guaranteed by Carl Dorvil and by Chelsea Christopherson, who are currently beneficiary shareholders with the Company and previously held the positions of CEO and COO respectively. The Company incurred a total of $5,000 related to origination fees on the Notes. Additionally, the Company issued 50,000 warrant shares for debt issuance costs at an exercise price of $4.00 per share. The warrants are exercisable for five years and had a fair market value of $31,852 on the date of issuance. The Notes bear interest at 10% per annum. The conversion options are considered to be derivative liabilities with a fair value of zero at inception. On September 30, 2018, the fair value of the derivative liabilities was $27,524. On April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum. All principal and interest is due on April 26, 2019. The note is convertible at $2.50 per share. On April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum. All principal and interest is due on April 26, 2019. The note is convertible at $2.50 per share. On August 1, 2018, the Company entered into a convertible note payable for $226,000 bearing interest at 12% per annum. All principal and interest is due on January 27, 2019. The note is convertible at the lesser of $2.50 per share or 65% of the market price on the date of conversion. In connection with this note payable, on August 9, 2018, the Company issued 207,339 shares for its common stock as a commitment fee. On August 14, 2018, the Company entered into a convertible note payable for $250 ,000 bearing interest at 10% per annum. All principal and interest is due on May 6, 2019. The note is convertible at $2.50 per share. On August 24, 2018, the Company entered into a convertible note payable for $85,000 bearing interest at 10% per annum. All principal and interest is due on August 24, 2019. The note is convertible at $2.50 per share. On June 4, 2018, the Company entered into a discounted Promissory Note Payable with a principal balance of $500,000 and bearing interest at a rate of 15% per annum. This note is personally guaranteed by Carl Dorvil, beneficiary shareholder and former CEO of the Company. In connection with this note, the Company issued 40,000 warrant shares for its common stock. The exercise price for the warrants is $1.66 per common share and the warrants expire in 24 months from date of issuance. The Company recognized $47,335 of interest expense, including the amortization of debt issuance costs and the discount related to the Notes for the three and nine months ended September 30, 2018. This note was due to be paid in full by August 1, 2018. The Company is currently in negotiations to restructure this loan, as it was originally intended as a bridge loan with a term of 57 days. Pursuant to these negotiations, in August 2018, the maturity date on the note was extended to August 30, 2018 with negotiations currently underway to extend the tenure. The Real Estate Lien Note related to the Arkansas building property had a balance of $1,210,220. The following is a schedule of the minimum principal payments required under the loan as of September 30, 2018: Year Ended Amount Remainder of 2018 $ 15,061 2019 61,697 2020 64,813 2021 67,791 2022 70,906 2023 and beyond 929,681 Total $ 1,210,220 |
Accounts Receivable and Concent
Accounts Receivable and Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable and Concentration of Credit Risk | NOTE 5. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK As of September 30, 2018, one customer accounted for 15% while two other customers accounted for 26% of the Company’s outstanding accounts receivable balance. As of December 31, 2017, three customers made up 86% of the Company’s outstanding accounts receivable balance, and 25% were related party receivables as of December 31, 2017. The Company had no related party receivables at September 30, 2018. In September, the Company terminated contract with 2 customers who accounted for 83% of the Company’s net staffing revenue for the three months ended September 30, 2018. While the Company is having ongoing discussions with the customers to renegotiate the contracts on more favorable terms compared to the previous service agreement, there is no guarantee that these contracts will be signed in the future. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6. PROPERTY AND EQUIPMENT The Company had the following property and equipment as of September 30, 2018 and December 31, 2017: Sep 30, 2018 Dec 31, 2017 Land $ 11,333,778 $ 333,778 Buildings 2,125,642 2,125,642 Office Equipment 5,844 5,844 Total Fixed Assets 13,465,264 2,465,264 Accumulated Depreciation (41,682 ) (1,887 ) Property and Equipment, net $ 13,423,582 $ 2,463,377 Depreciation expense was $5,487 and $14,508 for the three months ended September 30, 2018 and 2017, respectively. Depreciation expense for the nine months ended September 30, 2018 and 2017, was $39,795 and $14,652, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7. RELATED PARTY TRANSACTIONS Policy on Related Party Transactions The Company has a formal, written policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction in which the Company participates and in which a related party (including all of GEX’s directors and executive officers) has a direct or indirect material interest. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the Board of Directors. Any related party transaction in which an executive officer or a Director has a personal interest, must be approved by the Board of Directors, following appropriate disclosure of all material aspects of the transaction. Related Party Transactions Debt A reements On March 1, 2015 the Company entered into a Line of Credit Agreement with P413 at an interest rate of 6%. This line of credit has a balance of $1,218,600 and $352,100 at September 30, 2018 and December 31, 2017, respectively. On May 2, 2018, this line of credit was extended to April 1, 2020. Professional Service A reements On March 1, 2015 the Company entered into an Outsourcing Agreement with P413 Management, LLC (“P413”) to provide back office services to P413. The Company reported no revenues under this Agreement for the three and nine months ended September 30, 2018 and 2017, respectively. On September 1, 2015 the Company entered into an Outsourcing Agreement with Vicar Capital Advisors, LLC (“Vicar”) to provide back office services to Vicar. The Company reported no revenues under this Agreement for the three or nine months ended September 30, 2018. The Company reported no revenues for the three months ended September 30, 2017 and $1,116 in revenues for the nine months ended September 30, 2017, respectively. Revenues For the three months ended September 30, 2018 and 2017, the Company had no revenues from related parties, and $10,000, respectively. For the nine months ended September 30, 2018 and 2017, the Company had no revenues from related parties and $74,000, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8: COMMITMENTS AND CONTINGENCIES The following are the minimum obligations under the lease related to the Company’s Corporate office as of September 30, 2018: Year ended Amount Remainder of 2018 $ 11,738 2019 60,225 Total $ 71,963 The Company owns a multi-use office building in Lowell, Arkansas which is leased to various tenants. The minimum rental income to be collected as of September 30, 2018 is as follows: Year Ended Amount Remainder of 2018 $ 36,228 2019 128,157 2020 37,616 Total $ 202,001 The Company recognized rental income of $36,475 and $110,613 for the three and nine months ended September 30, 2018, respectively. The Company recognized and no rental income for the three and nine months ended September 30, 2017. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 9. ACQUISITIONS AND DIVESTITURES On May 2, 2018, the Company purchased a 25% interest in Payroll Express, LLC (PE), a California limited liability company for $500,000 in cash. The Company recognized this investment under the equity method due to its ability to exercise significant influence over the operating and financial policies of PE. Additionally, the Company had the right, but not the obligation, to purchase an additional 26% interest under similar terms. On June 11, 2018, the Company paid $250,000 in cash to the owners of Payroll Express as a deposit towards purchasing additional shares in PE and is recorded in Other Assets on the Balance Sheet. On August 3, 2018, the Company entered into a Membership Interest Purchase Agreement with PE, pursuant to which the Company purchased an additional 26% of the membership interests of PE for a purchase price of (a) $250,000, plus (b) warrants (the “Warrants”) to purchase 2,000,000 shares of the Company’s common stock. As a result of this transaction, the Company owned a total of 51% of the membership interests of PE. The Warrants were exercisable for a period of 24 months from the date of issuance. The Warrants provided for the purchase of shares of the Company’s Common Stock an exercise price of $1.06 per share. The Warrants were exercisable for cash, or on a cashless basis. The number of shares of Common Stock to be deliverable upon exercise of the Warrants were subject to adjustment for subdivision or consolidation of shares and other standard dilutive event. On September 28, 2018, the Company, consummated a real property purchase and sale transaction (“Setco Property Purchase Transaction”) with Setco International Forwarding Corporation, a Texas corporation (“Setco”), pursuant to which the Company purchased a 16.84 acre tract of land from Setco, located at 13000 S. Lyndon B. Johnson Freeway in Dallas, Texas, for an aggregate purchase price of $11,000,000, paid as follows: ● $1,125,000, by the Company’s execution and delivery of a Real Estate Lien Note made to Setco (the “September 2018 Note”); ● $4,875,000, by the Company’s issuance to Setco of 15,000,000 shares of the Company’s common stock (valued at $0.325 per share); and ● $5,000,000, by the Company’s transfer to Setco of the Company’s 51% ownership interest in Payroll Express. In connection with the Setco Property Purchase Transaction consummated on September 28, 2018, the Company had previously deposited with Setco an earnest money escrow payment of $25,000 (“Escrow Deposit”). At the closing of the Property Purchase Transaction, (a) the Company paid real estate taxes due for the Property of approximately $784, and (b) approximately $7,559 of fees were applied to the Escrow Deposit. As a result, Setco owes the Company approximately $18,225. The September 2018 Note had a principal balance of $1,125,000, and a stated maturity date of October 5, 2018. The Principal Amount of the September 2018 Note bears interest at a rate of 18% per annum (in this case, the “Interest”), which is also payable on the Maturity Date. The Company failed to pay Setco the Principal Amount and accrued and unpaid Interest due under the September 2018 Note on the stated Maturity Date and, therefore, is in default under the September 2018 Note. The Company’s obligations to repay amounts due under the September 2018 Note are secured by the Property, and the Company has executed and delivered the September 2018 Deed of Trust, with Setco as the beneficiary. Pursuant to the September 2018 Note, 10 days after the Company fails to make any payment due under the September 2018 Note, if such payment has still not been made, a late fee of 5% will be assessed. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS On October 15, 2018, Carl Dorvil resigned as Chief Executive Officer of the Company. In connection with his resignation, Mr. Dorvil relinquished his role as “Principal Executive Officer” of the Company for SEC reporting purposes. Mr. Dorvil also resigned as the Company’s Chairman of the Board of Directors as of such date. Mr. Dorvil’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Dorvil’s resignation, his Employment Agreement with the Company, dated June 26, 2017, was deemed to be terminated. In connection with his resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Mr. Dorvil (the “Dorvil Separation Agreement”), pursuant to which the Company agreed to pay Mr. Dorvil severance pay of three (3) months’ salary, in the aggregate amount of $37,500 (less standard withholding and applicable deductions), in consideration for his general release of the Company and certain related parties from any claims he may have against them. The severance payment is payable within 14 days from the date of Mr. Dorvil’s execution of the Dorvil Separation Agreement. The Company also agreed to reimburse Mr. Dorvil for all unreimbursed travel and business expenses to which Mr. Dorvil is entitled. The Dorvil Separation Agreement also contains standard provisions related to confidentiality and non-disparagement. On October 15, 2018, Dario Saintus resigned as Interim Chief Financial Officer of the Company. In connection with his resignation, Mr. Saintus relinquished his role as “Principal Accounting Officer” of the Company for SEC reporting purposes. Mr. Saintus also resigned as member of the Company’s Board as of such date. Mr. Saintus’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Saintus’s resignation, his Employment Agreement with the Company, dated May 4, 2018, was deemed to be terminated. In connection with his resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Mr. Saintus (the “Saintus Separation Agreement”), pursuant to which the Company agreed to pay Mr. Saintus severance pay of three (3) months’ salary, in the aggregate amount of $9,000 (less standard withholding and applicable deductions), in consideration for his general release of the Company and certain related parties from any claims he may have against them. The severance payment is payable within 14 days from the date of Mr. Saintus’s execution of the Saintus Separation Agreement. The Company also agreed to reimburse Mr. Saintus for all unreimbursed travel and business expenses to which Mr. Saintus is entitled. The Saintus Separation Agreement also contains standard provisions related to confidentiality and non-disparagement. On October 15, 2018, Chelsea Christopherson resigned as President and Chief Operating Officer of the Company. Ms. Christopherson also resigned as member of the Company’s Board as of such date. Ms. Christopherson’s resignation was for personal reasons and was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Ms. Christopherson’s resignation, her Employment Agreement with the Company, dated June 26, 2017, was deemed to be terminated. In connection with her resignation, on October 15, 2018, the Company entered into a Separation Letter and General Release Agreement with Ms. Christopherson (the “Christopherson Separation Agreement”), pursuant to which the Company agreed to pay Ms. Christopherson severance pay of three (3) months’ salary, in the aggregate amount of approximately $25,000 (less standard withholding and applicable deductions), in consideration for her general release of the Company and certain related parties from any claims she may have against them. The severance payment is payable within 14 days from the date of Ms. Christopherson’s execution of the Christopherson Separation Agreement. The Company also agreed to reimburse Ms. Christopherson for all unreimbursed travel and business expenses to which Ms. Christopherson is entitled. The Christopherson Separation Agreement also contains standard provisions related to confidentiality and non-disparagement. On October 15, 2018, Srikumar Vanamali was appointed as a member of the Board, to fill one of the vacancies created by the resignations described above. In addition, upon effectiveness of the resignations described above, Mr. Vanamali was appointed as the Company’s Executive Director, Interim Chief Executive Officer, President, Interim Chief Financial Officer, Secretary and Treasurer, to serve in such offices at the pleasure of the Board, and until his successor has been appointed by the Board. In connection with his appointment as Interim Chief Executive Officer and Interim Chief Financial Officer of the Company, Mr. Vanamali was designated as the Company’s “Principal Executive Officer” and “Principal Financial and Accounting Officer,” respectively, for SEC reporting purposes, In connection with his appointment as Executive Director and Interim Chief Executive Officer of the Company, the Company (a) agreed to pay Mr. Vanamali an annual base salary of $100,000, and (b) issued Mr. Vanamali 300,000 non-statutory stock options (the “Vanamali Stock Options”), exercisable at $1.00 per share, all of which stock options vested upon the date of grant. On October 15, 2018, Shaheed Bailey was appointed as a member of the Board, to fill one of the vacancies created by the resignations described above. In addition, upon effectiveness of the resignations described above, Mr. Bailey was appointed as the Company’s Interim Chief Investment Officer, to serve in such offices at the pleasure of the Board, and until his successor has been appointed by the Board. In connection with his appointment as Interim Chief Investment Officer of the Company, the Company agreed to issue Mr. Bailey 300,000 non-statutory stock options, exercisable at $1.00 per share, all of which stock options vested upon the date of grant. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business GEX Management, Inc. (“GEX”, the “Company”, “we”, “our”, “us”) is a professional services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. On January 25, 2017, GEX obtained its license to operate as a Professional Employer Organization (“PEO”), and we began offering PEO services in April 2017. The Company formed GEX Staffing, LLC (“GEX Staffing”) in March 2017. The initial funding and first transactions occurred in GEX Staffing in September 2017. The consolidated financials include the accounts of GEX Staffing, LLC. Staffing and PEO services make up a majority of our revenue. Material Definitive Agreements On December 29, 2017 GEX purchased 100% of the membership interest in AMAST Consulting, LLC (“AMAST”), which owned a multi-use office building in Lowell, Arkansas, which had an occupancy rate of 100% at the time of the acquisition. The terms of the Agreement to purchase AMAST include the fulfillment of the lease obligations of the current tenants, as well as the assumption of the debt that is collateralized by the building and associated property. The consolidated financials include the assets and debt of AMAST. On May 2, 2018, the Company purchased a 25% interest in Payroll Express, LLC (PE), a California limited liability company for $500,000 in cash. The Company recognized this investment under the equity method due to its ability to exercise significant influence over the operating and financial policies of PE. Additionally, the Company had the right, but not the obligation, to purchase an additional 26% interest under similar terms. On June 11, 2018, the Company paid $250,000 in cash to the owners of Payroll Express as a deposit towards purchasing additional shares in PE and is recorded in Other Assets on the Balance Sheet On August 3, 2018, the Company entered into a Membership Interest Purchase Agreement with PE, pursuant to which the Company purchased an additional 26 % of the membership interests of PE for a purchase price of (a) $250,000, plus (b) warrants (the “Warrants”) to purchase 2,000,000 shares of the Company’s common stock. As a result of this transaction, the Company owned a total of 51% of the membership interests of PE. The Warrants were exercisable for a period of 24 months from the date of issuance. The Warrants provided for the purchase of shares of the Company’s Common Stock an exercise price of $1.06 per share. The Warrants were exercisable for cash, or on a cashless basis. The number of shares of Common Stock to be deliverable upon exercise of the Warrants were subject to adjustment for subdivision or consolidation of shares and other standard dilutive event. On September 28, 2018, the Company, consummated a real property purchase and sale transaction (“Setco Property Purchase Transaction”) with Setco International Forwarding Corporation, a Texas corporation (“Setco”), pursuant to which the Company purchased a 16.84 acre tract of land from Setco, located at 13000 S. Lyndon B. Johnson Freeway in Dallas, Texas, for an aggregate purchase price of $11,000,000 , paid as follows: ● $1,125,000, by the Company’s execution and delivery of a Real Estate Lien Note made to Setco (the “September 2018 Note”); ● $4,875,000, by the Company’s issuance to Setco of 15,000,000 shares of the Company’s common stock (valued at $0.325 per share); and ● $5,000,000, by the Company’s transfer to Setco of the Company’s 51% ownership interest in Payroll Express. |
Basis of Presentation | Basis of Presentation Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), as well as the applicable regulations and rules of the Securities and Exchange Commission (“SEC”). This requires management to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual results could differ from those estimates. The accompanying interim, unaudited consolidated financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 10, 2018. All adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are of a normal and recurring nature. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term investments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers and are unsecured. The receivables are generally due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful accounts. GEX’s policy is not to charge interest on receivables after the invoice becomes past due. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. The Company incurred $92,102 of bad debt expense for the nine months ended September 30, 2018. No bad debt expense was incurred for the nine months ended September 30, 2017. |
Equity Method Investments | Equity Method Investments The Company has accounted for its investment in Payroll Express, LLC (“PE”), a Santa Clara, CA based professional services firm that provides a wide array of back office and managed services related to medical staffing needs for its healthcare clients that includes clinical practices and Ambulatory Surgery Centers (ASCs), as an equity method investment due to its ability to assert significant influence over PE’s operational and financial policies. This investment was initially accounted for at cost. The Company recognizes its proportionate share of PE’s earnings (after the effect of basis differences) as an increase in its Investment in PE and as Income from Investment in PE. |
Property and Equipment | Property and Equipment Property and Equipment, net is carried at the cost of purchase, acquisition or construction, and is depreciated over the estimated useful lives of the assets. Assets acquired in a business combination are stated at estimated fair value. Costs associated with repair and maintenance are expensed as they are incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Depreciation and amortization are provided using the straight-line methods over the useful lives of the assets as follows: Useful Life Buildings 30 Years Office Furniture & Equipment 5 Years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically calculated using the discounted cash flow method. |
Revenue Recognition | Revenue Recognition Effective on January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) GEX enters into contracts with its clients for professional services, staffing and/or PEO services. GEX’s contract stipulates the rate and price charged to each client. GEX’s contracts for these services are generally cancellable at any time by either party with 30-days’ written notice. GEX fulfills its performance obligations each month, and the contracts generally have a term of one year with an automatic renewal after 12 months. The duration between invoicing and when GEX completes its contractual, performance obligations are satisfied is not significant. For the Company’s PEO services, payment is generally due on the date the invoice is sent to the client. For staffing and professional services payment is generally due 30 days after the invoice is sent to the client. GEX does not have significant financing components or significant payment terms. GEX’s revenue is generally recognized ratably, month-to-month as co-employees or staffed employees perform their service at the client’s worksite. Generally, GEX’s PEO clients are invoiced concurrently with each payroll of its co-employees, and clients that utilize GEX’s staffing and back office services are billed concurrently with each payroll or on a monthly basis. PEO Services Professional Employment Organization (“PEO”) service revenues represent the fees charged to clients for administering payroll and payroll tax transactions for our clients’ Co-Employed Employees (“CEEs”), access to our HR and benefits administration services, consulting related to employment and benefit law compliance and general employment consulting related fees. PEO service revenues are recognized in the period the PEO services are performed as stipulated in the Client Service Agreement (“CSA”), where these fees are fixed or determinable, when the PEO client is invoiced and collectability is reasonably assured. GEX is not considered the primary obligor with respect to CEE’s payroll and payroll tax, and insurance payments and therefore, these payments are not reflected as either revenue or expense in our statements of operations. PEO-related revenues also include revenues generated from insurance administration for our PEO clients. These insurance-related revenues include insurance-related billings, as well as administrative fees that GEX collects from PEO clients and withholds from CEEs for health benefit insurance plans provided by third-party insurance carriers. Insurance-related revenues are recognized over the period the insurance coverage is provided and where collectability is reasonably assured. Sta fin Services and Professional Services Staffing services revenue is derived from supplying temporary staff to clients. Temporary staff generally consists of temporary workers working under a contract for a fixed period of time, or on a specific client project. The temporary staff includes both GEX employees and third-parties contracted by GEX. Temporary staff are provided to clients through a Staffing Service Agreement (‘SSA’) involving a specified service that the temporary staff will provide to the client. When GEX is the principal or primary obligor for the temporary staff, GEX records the gross amount of the revenue and expense from the SSA. GEX is generally the primary obligor when GEX is responsible for the fulfillment of services under the SSA, even if the temporary staff are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfill all or part of the SSA with the client, but GEX remains the holder of the credit risk associated with the SSA, and GEX has total discretion in establishing the pricing under the SSA. All other Professional Services revenues are recognized in the period the services are performed as stipulated in the client’s Outsourcing Agreement, when the client is invoiced, and collectability is reasonably assured. Revenue recognition for arrangements with multiple deliverables constituting a single unit of accounting is recognized generally over the greater of the term of the arrangement or the expected period of performance. |
Income Taxes | Income Taxes The Company uses the liability method in the computation of income tax expense and the current and deferred income taxes payable. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s credit worthiness, among other things, as well as unobservable parameters. |
Earnings Per Share | Earnings Per Share Earnings per share are calculated in accordance with ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed by dividing the income (loss) available to common share holders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For purposes of this calculation, common stock dividends, warrants and options to acquire common stock, would be considered common stock equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive to the net loss per share. As of September 30, 2018, the Company had 80,000 potentially dilutive shares pursuant to convertible debt and 90,000 potentially dilutive warrant shares outstanding. At December 31, 2017, the Company has no potentially dilutive common shares. Earnings per share information for the three and nine months ended September 30, 2017 has been retroactively adjusted to reflect the stock split that occurred in December 2017. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications have had no effect on the financial position as of December 31, 2017 or operations or cash flows for the periods ended September 30, 2018. |
Going Concern | Going Concern To date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital necessary to fund operations through September 30, 2019. In addition to the aforementioned current sources of capital that will provide additional short-term liquidity, the Company is currently exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may be available to the Company, as well as trying to generate additional sales and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations, which raises substantial doubt about its ability to continue as a going concern. Additionally, even if the Company raises sufficient capital through additional equity or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If the Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose significant restrictions on the Company’s operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly, if the Company’s common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds. The consolidated financial statements for the three and nine months ended September 30, 2018 were prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets. The ability of the Company to meet its total liabilities of $9,402,000 at September 30, 2018, and to continue as a going concern is dependent upon the availability of future funding, continued growth in billings and sales contracts, and the Company’s ability to profitably meet its after-sale service commitments with its existing customers. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Useful Life Buildings 30 Years Office Furniture & Equipment 5 Years |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At September 30, 2018 and December 31, 2017, Other Current Assets were as follows: September 30, 2018 December 31, 2017 Other Current Assets: Prepaids $ 1,229,014 $ 116,623 Other Current Assets 167,376 2,709 Acquired Customer Contracts - 37,500 Accumulated Amortization - (68,083 ) Total Other Current Assets $ 1,396,390 $ 88,749 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Summary of Warrant Activity | The following table outlines the activity relative to these warrants for the 9 months ended September 30, 2018: Weighted- Number of Average Warrant Shares Exercise Price Outstanding, at December 31, 2017 - $ - Granted 90,000 2.96 Exercised - - Forfeited or expired - - Outstanding, at end of period 90,000 2.96 Exercisable, at September 30, 2018 90,000 $ 266,400 Weighted average fair value of warrants granted during the period $ 86,360 |
Summary of Warrants Outstanding | The following table summarizes the warrants outstanding as of September 30, 2018: Exercise Prices Number of Warrants Outstanding Weighted - Average Remaining Contractual Life of Warrants Outstanding Number of Warrants Exercisable $ 4.00 50,000 4.84 years 50,000 $ 1.66 40,000 1.52 years 40,000 90,000 90,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes payable | At September 30, 2018 and December 31, 2017, Notes Payable were as follows: September 30, 2018 Dec 31, 2017 Note Payable: Real Estate Lien Interest at 4.5%; $9,540 monthly principal & interest; Balloon payment due March 22, 2022 $ 1,210,220 $ 1,310,920 Discounted Notes Payable: Weekly payments totaling $26,654 Daily payments totaling $91,108 Debt matures by March 21,2019 3,440,825 - Less Discounts on Notes Payable (2,581,219 ) - Discounted Note Payable: Principal and interest 500,000 - Interest at 15% Less Discount on Notes Payable - - Convertible Notes Payable: Principal and interest 854,363 - Interest at 10% Less Discount on Notes Payable (273,251 ) - Discounted Note Payable - Related Party: Weekly payments of $44,995 Debt matures on November 9, 2018 464,397 - Less Discount on Notes Payable (291,850 ) - Note Payable - Related Party: Line of Credit; Due April 1, 2020 1,428,314 352,100 Interest at 6% Total Notes Payable 6,320,211 1,663,020 Less Current Portion (3,205,385 ) (56,649 ) Long-term Notes Payable $ 3,114,826 $ 1,606,371 |
Schedule of Future Minimum Principal Payments | The Real Estate Lien Note related to the Arkansas building property had a balance of $1,210,220. The following is a schedule of the minimum principal payments required under the loan as of September 30, 2018: Year Ended Amount Remainder of 2018 $ 15,061 2019 61,697 2020 64,813 2021 67,791 2022 70,906 2023 and beyond 929,681 Total $ 1,210,220 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | The Company had the following property and equipment as of September 30, 2018 and December 31, 2017: Sep 30, 2018 Dec 31, 2017 Land $ 11,333,778 $ 333,778 Buildings 2,125,642 2,125,642 Office Equipment 5,844 5,844 Total Fixed Assets 13,465,264 2,465,264 Accumulated Depreciation (41,682 ) (1,887 ) Property and Equipment, net $ 13,423,582 $ 2,463,377 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Obligations Under Lease | The following are the minimum obligations under the lease related to the Company’s Corporate office as of September 30, 2018: Year ended Amount Remainder of 2018 $ 11,738 2019 60,225 Total $ 71,963 |
Schedule of Future Minimum Rental Income | The Company owns a multi-use office building in Lowell, Arkansas which is leased to various tenants. The minimum rental income to be collected as of September 30, 2018 is as follows: Year Ended Amount Remainder of 2018 $ 36,228 2019 128,157 2020 37,616 Total $ 202,001 |
Description of Business and S_4
Description of Business and Significant Accounting Policies (Details Narrative) | Sep. 28, 2018USD ($)ft²$ / sharesshares | Sep. 28, 2018USD ($)ft²$ / shares | Aug. 03, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($) | May 02, 2018USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares | Jun. 30, 2018 | May 31, 2018 | Dec. 29, 2017 |
Deposit towards purchasing additional shares | $ 250,000 | ||||||||||
Warrants term | 2 years | 5 years | |||||||||
Potentially dilutive securities outstanding | shares | |||||||||||
Bad Debt Expense | 92,102 | ||||||||||
Total liabilities | $ 8,586,344 | $ 1,739,247 | |||||||||
Convertible Debt [Member] | |||||||||||
Potentially dilutive securities outstanding | shares | 80,000 | ||||||||||
Warrant [Member] | |||||||||||
Potentially dilutive securities outstanding | shares | 90,000 | ||||||||||
Payroll Express, LLC [Member] | |||||||||||
Membership interest purchased | 51.00% | 25.00% | |||||||||
Purchase Price | $ 500,000 | ||||||||||
Deposit towards purchasing additional shares | $ 250,000 | ||||||||||
Additional membership interest purchased | 26.00% | 26.00% | |||||||||
Payment of purchase consideration | $ 250,000 | ||||||||||
Business purchase consideration, common shares to be issued | shares | 2,000,000 | ||||||||||
Warrants term | 24 months | ||||||||||
Warrants exercise price | $ / shares | $ 1.06 | ||||||||||
AMAST Consulting, LLC [Member] | |||||||||||
Membership interest purchased | 100.00% | ||||||||||
Occupancy rate at the time of acquisition | 100.00% | ||||||||||
Setco International Forwarding Corporation [Member] | |||||||||||
Purchase Price | $ 11,000,000 | ||||||||||
Payment of purchase consideration | $ 5,000,000 | $ 5,000,000 | |||||||||
Business purchase consideration, common shares to be issued | shares | 15,000,000 | ||||||||||
Business purchase, area of land purchased | ft² | 16.84 | 16.84 | |||||||||
Business purchase, common shares issued, value | $ 4,875,000 | $ 4,875,000 | |||||||||
Business purchase, common shares issued, value per share | $ / shares | $ 0.325 | $ 0.325 | |||||||||
Ownership in affiliate, percentage of interest transferred | 51.00% | 51.00% | |||||||||
Setco International Forwarding Corporation [Member] | Real Estate Lien Note [Member] | |||||||||||
Business purchase, note issued, value | $ 1,125,000 | $ 1,125,000 | $ 1,125,000 |
Description of Business and S_5
Description of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Buildings [Member] | |
Useful life | 30 years |
Office Furniture & Equipment [Member] | |
Useful life | 5 years |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaids | $ 1,229,014 | $ 116,623 |
Other Current Assets | 167,376 | 2,709 |
Acquired Customer Contracts | 37,500 | |
Accumulated Amortization | (68,083) | |
Total Other Current Assets | $ 1,396,390 | $ 88,749 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 26, 2018 | Sep. 25, 2018 | Sep. 14, 2018 | Sep. 10, 2018 | Aug. 27, 2018 | Aug. 07, 2018 | Aug. 02, 2018 | Jul. 30, 2018 | Jul. 25, 2018 | Jul. 19, 2018 | Jul. 09, 2018 | Jun. 30, 2018 | May 31, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2017 |
Common stock shares authorized | 200,000,000 | 200,000,000 | |||||||||||||||
Common stock shares par value | $ .001 | $ 0.001 | |||||||||||||||
Common stock shares issued | 27,843,674 | 11,797,231 | |||||||||||||||
Recognized compensation expense | $ 450,650 | ||||||||||||||||
Common stock shares outstanding | 27,843,674 | 11,797,231 | |||||||||||||||
Common stock shares agreed to be issued | 19,456 | ||||||||||||||||
Common stock shares agreed to be issued, value | $ 48,640 | ||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | |||||||||||||||
Preferred stock shares par value | $ 0.001 | $ 0.001 | |||||||||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||||||||
Accounts payable to consultants | $ 58,998 | $ 48,280 | |||||||||||||||
Shares issued during period for consulting services | 1,436 | 50,000 | 220,000 | 15,000 | 50,000 | 100,000 | 12,668 | 206,500 | 58,500 | ||||||||
Shares issued during period in connection with convertible notes payable | 207,339 | ||||||||||||||||
Shares issued during period in connection with acquisition | 15,000,000 | ||||||||||||||||
Warrant issued related to issuance of convertible notes payable | 40,000 | 50,000 | |||||||||||||||
Warrant term | 2 years | 5 years | |||||||||||||||
Warrant conversion price per common share | $ 1.66 | $ 4 | |||||||||||||||
Fair value of warrants | $ 78,751 | ||||||||||||||||
Non-Officer Employee [Member] | |||||||||||||||||
Common stock shares issued | 125,000 | ||||||||||||||||
Common stock shares issued, price per share | $ 3.49 | ||||||||||||||||
Two Consultants [Member] | |||||||||||||||||
Common stock shares issued, price per share | $ 1.50 | ||||||||||||||||
Accounts payable to consultants | $ 45,000 | ||||||||||||||||
Shares issued during period | 30,000 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Shares issued during period | 115,248 | ||||||||||||||||
Extinguishment of debt and accrued interest | $ 345,745 | ||||||||||||||||
Third-Party Investor [Member] | |||||||||||||||||
Shares issued during period | 14,252 | ||||||||||||||||
Third-Party Advisor [Member] | |||||||||||||||||
Shares issued during period | 2,500 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Number of warrants outstanding, beginning | shares | |
Number of warrants granted | shares | 90,000 |
Number of warrants exercised | shares | |
Number of warrants forfeited or expired | shares | |
Number of warrants outstanding, ending | shares | 90,000 |
Number of warrants exercisable | shares | 90,000 |
Weighted average exercise price outstanding, beginning | |
Weighted average exercise price granted | 2.96 |
Weighted average exercise price exercised | |
Weighted average exercise price forfeited or expired | |
Weighted average exercise price outstanding, ending | 2.96 |
Weighted average exercise price exercisable | 266,400 |
Weighted average fair value of warrants granted during the period | $ 86,360 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrants Outstanding (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Number of Warrants Outstanding | 90,000 | |
Number of Warrants Exercisable | 90,000 | |
Exercise Price $4.00 [Member] | ||
Number of Warrants Outstanding | 50,000 | |
Weighted Average Remaining Contractual Life of Warrants Outstanding | 4 years 10 months 3 days | |
Number of Warrants Exercisable | 50,000 | |
Exercise Price $1.66 [Member] | ||
Number of Warrants Outstanding | 40,000 | |
Weighted Average Remaining Contractual Life of Warrants Outstanding | 1 year 6 months 7 days | |
Number of Warrants Exercisable | 40,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Aug. 26, 2018 | Aug. 24, 2018 | Aug. 17, 2018 | Aug. 14, 2018 | Aug. 14, 2018 | Aug. 09, 2018 | Aug. 01, 2018 | Jul. 31, 2018 | Jul. 23, 2018 | Jul. 10, 2018 | Jul. 09, 2018 | Jun. 27, 2018 | Jun. 14, 2018 | Jun. 04, 2018 | May 31, 2018 | Apr. 26, 2018 | Apr. 25, 2018 | Apr. 18, 2018 | Mar. 06, 2018 | May 31, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 |
Sale of accounts receivables | $ 909,350 | $ 299,800 | $ 583,600 | $ 490,000 | $ 1,066,050 | $ 583,600 | ||||||||||||||||||
Proceeds from sale of receivables | $ 650,000 | $ 200,000 | $ 400,000 | $ 350,000 | $ 772,500 | |||||||||||||||||||
Warrant shares issued for debt issuance costs, warrant term | 5 years | 5 years | 2 years | |||||||||||||||||||||
Fair value of warrants | $ 78,751 | |||||||||||||||||||||||
Fair value of derivative liabilities | $ 27,524 | 27,524 | ||||||||||||||||||||||
Interest expense | 47,335 | 47,335 | ||||||||||||||||||||||
Note payable | 6,320,211 | $ 6,320,211 | $ 1,663,020 | |||||||||||||||||||||
Selling Agreement One [Member] | ||||||||||||||||||||||||
Sale of accounts receivables | $ 299,800 | |||||||||||||||||||||||
Proceeds from sale of receivables | 200,000 | |||||||||||||||||||||||
Selling Agreement Two [Member] | ||||||||||||||||||||||||
Sale of accounts receivables | 374,750 | |||||||||||||||||||||||
Proceeds from sale of receivables | $ 250,000 | |||||||||||||||||||||||
Factoring Agreement [Member] | ||||||||||||||||||||||||
Proceeds from sale of receivables | $ 1,332,983 | |||||||||||||||||||||||
Two Securities Purchase Agreements [Member] | ||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 200,000 | $ 1,000,000 | $ 200,000 | |||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Total proceeds from Notes | $ 887,500 | $ 175,000 | ||||||||||||||||||||||
Discount on Notes | $ 112,500 | |||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | |||||||||||||||||||||||
Debt discount percentage | 10.00% | 50.00% | 10.00% | |||||||||||||||||||||
Debt origination fee | 5,000 | |||||||||||||||||||||||
Warrant shares issued for debt issuance costs | 50,000 | 50,000 | ||||||||||||||||||||||
Warrant shares issued for debt issuance costs, exercise price per share | $ 4 | $ 4 | ||||||||||||||||||||||
Warrant shares issued for debt issuance costs, warrant term | 5 years | 5 years | ||||||||||||||||||||||
Fair value of warrants | $ 31,852 | |||||||||||||||||||||||
Discounted Note Payable Agreement [Member] | ||||||||||||||||||||||||
Sale of accounts receivables | $ 224,850 | $ 149,900 | $ 149,900 | $ 149,900 | $ 539,640 | $ 246,500 | $ 437,700 | $ 246,500 | ||||||||||||||||
Proceeds from sale of receivables | 150,000 | $ 100,000 | 100,000 | $ 360,000 | $ 170,000 | $ 300,000 | $ 170,000 | |||||||||||||||||
Convertible Notes Payable One [Member] | ||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 146,681 | |||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | |||||||||||||||||||||||
Debt maturity date | Apr. 26, 2019 | |||||||||||||||||||||||
Convertible Notes Payable Two [Member] | ||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 146,681 | |||||||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | |||||||||||||||||||||||
Debt maturity date | Apr. 26, 2019 | |||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 85,000 | $ 250,000 | $ 250,000 | $ 226,000 | ||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 12.00% | 10.00% | 10.00% | ||||||||||||||||||
Discount on Notes | $ 273,251 | $ 273,251 | ||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | $ 2.50 | $ 2.50 | ||||||||||||||||||||
Debt discount percentage | 65.00% | |||||||||||||||||||||||
Debt maturity date | Aug. 24, 2019 | May 6, 2019 | Jan. 27, 2019 | |||||||||||||||||||||
Shares issued during period in connection with convertible notes payable | 207,339 | |||||||||||||||||||||||
Note payable | $ 854,363 | $ 854,363 | ||||||||||||||||||||||
Promissory Note Payable [Member] | ||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 500,000 | |||||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||||||
Warrant shares issued for debt issuance costs | 40,000 | |||||||||||||||||||||||
Warrant shares issued for debt issuance costs, exercise price per share | $ 1.66 | |||||||||||||||||||||||
Warrant shares issued for debt issuance costs, warrant term | 24 months | |||||||||||||||||||||||
Debt maturity date | Aug. 1, 2018 | |||||||||||||||||||||||
Promissory Note Payable [Member] | Extended Maturity [Member] | ||||||||||||||||||||||||
Debt maturity date | Aug. 30, 2019 | |||||||||||||||||||||||
Note Payable: Real Estate Lien [Member] | ||||||||||||||||||||||||
Interest rate | 4.50% | 4.50% | 4.50% | |||||||||||||||||||||
Debt maturity date | Mar. 22, 2022 | Mar. 22, 2022 | ||||||||||||||||||||||
Note payable | $ 1,210,220 | $ 1,210,220 | $ 1,310,920 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Note payable | $ 6,320,211 | $ 1,663,020 |
Less: Current Portion | (3,205,385) | (56,649) |
Long-Term Notes Payable | 3,114,826 | 1,606,371 |
Note Payable: Real Estate Lien [Member] | ||
Note payable | 1,210,220 | 1,310,920 |
Discounted Notes Payable [Member] | ||
Note payable | 3,440,825 | |
Discount on Note Payable | (2,581,291) | |
Discounted Notes Payable Two [Member] | ||
Note payable | 500,000 | |
Discount on Note Payable | (51,537) | |
Convertible Notes Payable [Member] | ||
Note payable | 854,363 | |
Discount on Note Payable | (273,251) | |
Discounted Note Payable - Related Party [Member] | ||
Note payable | 464,397 | |
Discount on Note Payable | (291,850) | |
Note Payable - Related Party [Member] | ||
Note payable | $ 1,428,314 | $ 352,100 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes payable (Details) (Parenthetical) - USD ($) | Aug. 24, 2018 | Aug. 14, 2018 | Aug. 01, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Note Payable: Real Estate Lien [Member] | |||||
Interest rate | 4.50% | 4.50% | |||
Periodic payment of principal and interest | $ 9,540 | $ 9,540 | |||
Frequency of periodic payment | Monthly | monthly | |||
Debt maturity date | Mar. 22, 2022 | Mar. 22, 2022 | |||
Discounted Notes Payable [Member] | |||||
Interest rate | 6.00% | ||||
Debt maturity date | Mar. 21, 2019 | ||||
Discounted Notes Payable [Member] | Weekly Payment [Member] | |||||
Periodic payment of principal and interest | $ 26,654 | ||||
Frequency of periodic payment | Weekly | ||||
Discounted Notes Payable [Member] | Daily Payment [Member] | |||||
Periodic payment of principal and interest | $ 91,108 | ||||
Frequency of periodic payment | Daily | ||||
Discounted Notes Payable Two [Member] | |||||
Interest rate | 15.00% | ||||
Convertible Notes Payable [Member] | |||||
Interest rate | 10.00% | 10.00% | 12.00% | 10.00% | |
Debt maturity date | Aug. 24, 2019 | May 6, 2019 | Jan. 27, 2019 | ||
Discounted Note Payable - Related Party [Member] | |||||
Periodic payment of principal and interest | $ 44,995 | ||||
Frequency of periodic payment | Weekly | ||||
Debt maturity date | Nov. 9, 2018 | ||||
Note Payable - Related Party [Member] | |||||
Debt maturity date | Apr. 1, 2020 | Apr. 1, 2020 |
Notes Payable - Schedule of Fut
Notes Payable - Schedule of Future Minimum Principal Payments (Details) | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2018 | $ 15,061 |
2,019 | 61,697 |
2,020 | 64,813 |
2,021 | 67,791 |
2,022 | 70,906 |
2023 and beyond | 929,681 |
Total | $ 1,210,220 |
Accounts Receivable and Conce_2
Accounts Receivable and Concentration of Credit Risk (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue [Member] | One Customer [Member] | |||
Concentration risk | 15.00% | ||
Revenue [Member] | Two Customers [Member] | |||
Concentration risk | 83.00% | 26.00% | |
Accounts Receivable | |||
Concentration risk | 25.00% | ||
Accounts Receivable | Three Customers [Member] | |||
Concentration risk | 86.00% | ||
Accounts Receivable | Related Party Receivables [Member] | |||
Concentration risk |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 5,487 | $ 14,508 | $ 41,682 | $ 14,652 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Total Fixed Assets | $ 13,465,264 | $ 2,465,264 |
Accumulated Depreciation | (41,682) | (1,887) |
Property and Equipment, net | 13,107,792 | 2,463,377 |
Land [Member] | ||
Total Fixed Assets | 11,333,778 | 333,778 |
Buildings [Member] | ||
Total Fixed Assets | 2,125,642 | 2,125,642 |
Office Equipment | ||
Total Fixed Assets | $ 5,844 | $ 5,844 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 02, 2018 | Mar. 01, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Revenues | $ 3,093,477 | $ 2,505,135 | $ 9,763,258 | $ 5,563,763 | |||
Revenues from related parties | 0 | 10,000 | 0 | 74,000 | |||
P413 Management, LLC [Member] | Line of Credit Agreement [Member] | |||||||
Percentage of interest rate | 6.00% | ||||||
Line of credit | 1,218,600 | 1,218,600 | $ 352,100 | ||||
line of credit was extended, date | Apr. 1, 2020 | ||||||
P413 Management, LLC [Member] | Professional Service Agreements [Member] | |||||||
Revenues | 0 | 0 | 0 | 0 | |||
Vicar Capital Advisors, LLC [Member] | Professional Service Agreements [Member] | |||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 1,116 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rental income | $ 36,475 | $ 110,613 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Obligations Under Lease (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2018 | $ 11,738 |
2,019 | 60,225 |
Total | $ 71,963 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Rental Income (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2018 | $ 36,228 |
2,019 | 128,157 |
2,020 | 37,616 |
Total | $ 202,001 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details Narrative) | Sep. 28, 2018USD ($)ft²$ / sharesshares | Sep. 28, 2018USD ($)ft²$ / shares | Aug. 03, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($) | May 02, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018 | May 31, 2018 |
Warrants term | 2 years | 5 years | ||||||
Setco International Forwarding Corporation [Member] | ||||||||
Cash | $ 11,000,000 | |||||||
Business purchase consideration, common shares to be issued | shares | 15,000,000 | |||||||
Owned percentage | 1500000000.00% | 1500000000.00% | ||||||
Acre tract of land | ft² | 16.84 | 16.84 | ||||||
Business purchase, common shares issued, value | $ 4,875,000 | $ 4,875,000 | ||||||
Business purchase, common shares issued, value per share | $ / shares | $ 0.325 | $ 0.325 | ||||||
Payment of purchase consideration | $ 5,000,000 | $ 5,000,000 | ||||||
Ownership in affiliate, percentage of interest transferred | 51.00% | 51.00% | ||||||
Escrow deposit | $ 25,000 | $ 25,000 | ||||||
Real estate taxes due for the Property | 784 | |||||||
Fees to escrow deposit | 7,559 | |||||||
Owes the company approximately | $ 18,225 | |||||||
Maturity date | Oct. 5, 2018 | |||||||
Percentage of bears interest rate | 18.00% | 18.00% | ||||||
Percentage of late fee assessed | 5.00% | 5.00% | ||||||
Setco International Forwarding Corporation [Member] | Real Estate Lien Note [Member] | ||||||||
Business purchase, note issued, value | $ 1,125,000 | $ 1,125,000 | $ 1,125,000 | |||||
Payroll Express, LLC [Member] | ||||||||
Percentage of purchased interest | 25.00% | |||||||
Cash | $ 250,000 | $ 500,000 | ||||||
Business purchase consideration, common shares to be issued | shares | 2,000,000 | |||||||
Warrants term | 24 months | |||||||
Payment of purchase consideration | $ 250,000 | |||||||
Payroll Express, LLC [Member] | Additional Under Similar Terms [Member] | ||||||||
Percentage of purchased interest | 26.00% | |||||||
Payroll Express, LLC [Member] | Membership Interest Purchase Agreement [Member] | ||||||||
Percentage of purchased interest | 26.00% | |||||||
Cash | $ 250,000 | |||||||
Business purchase consideration, common shares to be issued | shares | 2,000,000 | |||||||
Payroll Express, LLC [Member] | Membership Interest Purchase Agreement [Member] | Warrant [Member] | ||||||||
Owned percentage | 51.00% | |||||||
Warrants term | 24 months | |||||||
Business acquisition, share price | $ / shares | $ 1.06 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Oct. 15, 2018USD ($)$ / sharesshares |
Mr. Dorvil [Member] | Dorvil Separation Agreement [Member] | Three Months Salary [Member] | |
Aggregate salary amount | $ 37,500 |
Mr. Saintus [Member] | Saintus Separation Agreement [Member] | Three Months Salary [Member] | |
Aggregate salary amount | 9,000 |
Ms. Christopherson [Member] | Christopherson Separation Agreement [Member] | Three Months Salary [Member] | |
Aggregate salary amount | 25,000 |
Mr. Vanamali [Member] | |
Aggregate salary amount | $ 100,000 |
Number of non-statutory stock options | shares | 300,000 |
Exercisable price per share | $ / shares | $ 1 |
Mr. Bailey [Member] | |
Number of non-statutory stock options | shares | 300,000 |
Exercisable price per share | $ / shares | $ 1 |