Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 15, 2019 | |
Document and Entity Information | ||
Entity Registrant Name | GEX MANAGEMENT, INC. | |
Entity Central Index Key | 0001681556 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,989,854,055 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and Cash Equivalents | $ 10,014 | $ 39,782 |
Accounts Receivable, net | 66,823 | |
Accounts Receivable - Related Party | ||
Other Current Assets | 1,660,586 | 2,950,607 |
Total Current Assets | 1,737,423 | 2,990,388 |
Property and Equipment (Net) | 7,435 | 13,400,408 |
Other Assets | 6,412,230 | 1,409,699 |
TOTAL ASSETS | 8,157,088 | 16,800,495 |
Current Liabilities: | ||
Accounts Payable | 20,206 | 71,020 |
Accrued Expenses and Other Current Liabilities | 2,131,606 | 2,070,037 |
Accrued Interest Payable | 103,815 | 103,524 |
Notes Payable Current Portion | 3,703,489 | 6,026,039 |
Total Current Liabilities | 5,959,117 | 8,270,620 |
Non-Current Liabilities | ||
Notes Payable | 1,091,360 | |
Other Non-Current Liabilities | ||
Line of Credit | 483,677 | 1,168,933 |
Total Long Term Liabilities | 483,677 | 2,260,293 |
TOTAL LIABILITIES | 6,442,793 | 10,530,913 |
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, 15,000,000,000 shares authorized, 3,137,172,011 and 30,90,637 shares issued and Outstanding as June 30, 2019 and December 31, 2018, respectively | 1,941,684 | 30,990 |
Additional Paid In Capital | 3,086,908 | 12,656,865 |
Retained Deficit | (3,314,297) | (6,418,273) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 1,714,295 | 6,269,582 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 8,157,088 | $ 16,800,495 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | $ 0.001 | $ 0.001 |
Common stock shares authorized | 15,000,000,000 | 15,000,000,000 |
Common stock shares issued | 3,137,172,011 | 3,090,637 |
Common stock shares outstanding | 3,137,172,011 | 3,090,637 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 117,501 | $ 3,093,230 | $ 212,904 | $ 6,669,781 |
Revenues - Related Party | 0 | |||
Total Revenues | 117,501 | 3,093,230 | 212,904 | 6,669,781 |
Cost of Revenues | 2,639,182 | 30,000 | 6,088,274 | |
Gross Profit (Loss) | 117,501 | 454,048 | 182,904 | 581,507 |
Operating Expenses | ||||
Depreciation and Amortization | 14,654 | 34,307 | ||
Selling and Advertising | 45,098 | 98,448 | ||
General and Administrative | 23,964 | 1,240,379 | 131,784 | 1,806,772 |
Total Operating Expenses | 23,964 | 1,300,131 | 131,784 | 1,939,527 |
Total Operating Income (Loss) | 93,538 | (846,083) | 51,120 | (1,358,020) |
Gain on Extinguishment of Debt | 0 | |||
Gain of Disposition of Asset | 35,197 | 35,197 | ||
Derivative Gain (Loss) | (20,455) | (20,455) | ||
Income from Other | (81,591) | 0 | (83,394) | |
Interest Income(Expenses) | (693,172) | (737,055) | ||
Net Other Income (Expense) | (81,591) | 678,430 | (83,394) | (722,313) |
Net income (loss) before income taxes | 11,946 | (1,524,513) | (32,274) | (2,080,333) |
Provision for income taxes | ||||
Net Income Attributable to Non Controlling Interest | 0 | |||
NET INCOME (LOSS) | $ 11,946 | $ (1,524,513) | $ (32,274) | $ (2,080,333) |
BASIC and DILUTED | ||||
Weighted Average Shares Outstanding | 3,137,172,011 | 11,900,256 | 3,137,172,011 | 11,805,401 |
Earnings (loss) per Share | $ 0.0000038 | $ (0.13) | $ (0.00001) | $ (0.18) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows (used by) Operating Activities: | ||
Net Income/ Loss | $ (32,274) | $ (2,080,333) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and Amortization | 34,307 | |
Shares Issued for Services | 436,250 | |
Warrants issued for debt issuance costs | 78,751 | |
Derivative Loss | 20,455 | |
Gain on Sale of Investment | ||
Gain on Extinguishment of Debt | ||
Bad Debt Expense | 92,102 | |
Changes in assets and liabilities: | ||
Accounts receivable | (66,823) | (393,987) |
Accounts receivable - Related Party | 30,771 | |
Other current assets/liabilities | 1,301,068 | 23,155 |
Other Assets/Liabilities | 1,433,465 | (10,351) |
Accounts Payable | 23,990 | 12,744 |
Accrued expenses and other payables | 955,131 | 100,630 |
Accrued interest payable | 92,518 | 11,456 |
Net cash (used in) operating activities | 3,707,076 | (1,644,050) |
Cash Flows from (used in) Investing Activities: | ||
Purchase of customer contracts | ||
Acquisition of equity interest | (500,000) | |
Deposit for purcase of equity | (250,000) | |
Purchase of fixed assets | ||
Net cash (used in) Investing Activities: | (750,000) | |
Cash Flows from (used in) Financing Activities: | ||
Proceeds from common stock/ APIC | ||
Proceeds (payments) notes payable | (1,091,360) | (133,500) |
Payments/Proceeds on long term debt | (685,256) | (29,157) |
Payments/Proceeds from short term notes payable (net) | (2,322,550) | 2,548,716 |
Net cash provided by financing activities | (4,099,166) | 2,386,059 |
NET INCREASE (DECREASE) IN CASH | (392,091) | (7,991) |
CASH AT BEGINNING OF PERIOD | 402,105 | 410,096 |
CASH AT END OF PERIOD | $ 10,014 | $ 402,105 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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. was originally formed in 2004 as Group Excellence Management, LLC. d/b/a MyEasyHQ. In March of 2016, it was converted from a limited liability company into a C corporation and changed its name to GEX Management, Inc. in April of 2016. GEX Management obtained its license to operate as a Professional Employer Organization (PEO), and established GEX Staffing, LLC, a wholly owned subsidiary of GEX Management, in March 2017 in order to begin distinguishing its staffing and PEO operations. Carl Dorvil founded Group Excellence, LLC, a tutoring and mentoring company, from his dorm room at Southern Methodist University in 2004. Group Excellence provided tutoring and mentoring services to students with the goal of inspiring young persons to pursue high personal and academic achievement. The company quickly grew to more than six hundred employees. In 2011, Group Excellence was on Inc. 500’s annual list of the 500 fastest growing private companies in the United States. In response to rapid growth, Mr. Dorvil developed GEX Management to facilitate the back-office functions of his company. GEX Management provided Group Excellence, LLC with human resources, IT, accounting/bookkeeping, social media, payroll, and conducted a majority of the overall operations of the company. Mr. Dorvil sold Group Excellence, LLC in 2011 but maintained ownership of GEX Management, which continued as a Professional Services Company providing back office support to the tutoring company, as well as third-party clients. In 2016 GEX Management revised its business model to provide staffing and back-office services to a wide variety of industries in order to expand the Company’s footprint, thereby building on the previous 12-year history of exceptional client service. On February 23, 2018, the US Secretary of Commerce, Wilbur Ross, mentioned at the “African American Leaders in the White House: Education, Business and Policy” that Dorvil was “the youngest African American CEO ever to take a company public in U.S. history.” Over the last few years, GEX Management experienced tremendous growth in sales and customer pipeline - staffing business grew by over 1600%+ from 2016 to 2017 with the firm being named among the “fastest growing public companies in the North Texas region” by the Dallas Morning News, while also significantly expanding its client footprints across multiple staffing, business consulting and PEO opportunities. In September 2018, the Company terminated contracts with two customers who accounted for over 83% of the Company’s net staffing revenue, resulting in significant loss of revenue to the company in Q4 2018 and Q1 2019. The termination of these and other contracts was attributable to the increased business risk associated with Merchant Cash Advance contracts requiring attachment of future receivables of customer receipts with the MCA institutions as well as a result of management decision to move away from low margin, high cost contracts which were deemed detrimental to the company’s sustained operability and profitability in the long run. Despite these setbacks, the current management, has set strategic goals in 2019 to expand into areas of higher margin and higher growth categories particularly in the space of IT and Management Consulting as well as identify synergistic opportunities within the healthcare sector to deliver significant cost rationalization, benefits and integrated staffing solutions to clients and customers alike. As a result of management efforts towards achieving this strategic goal, GEX Management was invited in February to be a Preferred Supplier to Insight Global ( www.insightglobal.com In addition to these planned strategic growth initiatives which are expected to fully materialize starting with the second half of 2019, management has been focusing on materially improving its balance sheet by significantly reducing or eliminating the debt or debt like instruments related to convertible notes and asset related liens introduced in 2018 while simultaneously exploring opportunities to reduce or eliminate the high interest MCA related toxic debt instruments that resulted in significant interest expenses to the company and a burden to operating capital. As part of this balance sheet “clean-up” initiative, on February 8 2019, GEXM and the G&C Family LLC executed a “Deed in Lieu of Foreclosure” agreement the terms of which would allow GEXM to release ownership of the Arkansas building under AMAST LLC to the G&C Family Group, LLC in return for cancellation of the $1,300,000 real estate lien note secured by the building along with any and all accrued interest payable on the note as of the date of the agreement. Additionally, on March 5, 2019, one of GEX’s promissory note holders proceeded to execute its rights to enforce the liens on the Setco property through a foreclosure process which resulted in the note holder taking possession of the Setco property resulting in the elimination of a $500,000 note and any accrued interest on the principal amount and the elimination of $1,125,000 Setco real estate lien note made to Setco along with any accrued interests from the Company books. Furthermore, GEX has been able to reduce the overall convertible notes burden on the balance sheet by over 40% of the principal outstanding balance through strategic conversions of these notes to common equity initiated by the convertible note issuers throughout Q1 2019, thus demonstrating a strong market interest by retail and institutional investors in the GEX growth platform evidenced by the record high market volume of GEX trading stock in the OTC markets - this momentum is expected to sustain through 2019 and beyond as a result of these management growth initiatives and the continued support of investors and shareholders alike. Finally, management believes that the material reduction of MCA related debt like instruments will be a critical first step prior to rebuilding a robust revenue pipeline as this will require strong working capital and favorable leverage covenants to sustain operations in the long term as well as reduce liabilities related to attachment to future receivables. The inability or failure by the firm to immediately address these toxic MCA instruments could result in management pursuing a restructuring program or similar initiatives to bring the balance sheet within reasonable covenant parameters to allow the firm to continue operating efficiently in the coming years without exposing future customers to significant business risks associated with these toxic instruments. 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. 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 was personally guaranteed by Carl Dorvil, the Company’s former Chief Executive Officer and principal shareholder and secured, among other things, certain liens and security interests including the Setco property purchased on September 28, 2019. This note was due to be paid in full by August 1, 2018. The Company had been 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. As of December 31, 2018, the Company failed to pay the Principal Amount and, therefore, continued to be in default under the Note. Subsequently on March 5, 2019, the noteholder proceeded to execute its rights to enforce the liens on the Setco property through a foreclosure process which resulted in the noteholder taking possession of the Setco property resulting in the elimination of the $500,000 Civitas note and any accrued interest on the principal amount and the elimination of $1,125,000 Setco real estate lien note made to Setco along with any accrued interests from the Company books and with the elimination of the Setco property assets from the company books. On February 8 2019, GEXM and the G&C Family LLC executed a “Deed in Lieu of Foreclosure” agreement the terms of which would allow GEXM to release ownership of the Arkansas building under AMAST LLC to the G&C Family Group, LLC in return for cancellation of the $1,300,000 real estate lien note secured by the building along with an and all accrued interest payable on the note as of the date of the agreement and the elimination of the AMAST property related assets from the company books. 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. No bad debt expense was incurred for the 6 months ended June 30, 2019. 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. Earnings per share information for the three months ended June 30, 2019 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 June 30, 2019 or operations or cash flows for the periods ended June 30, 2019. 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 December 31, 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 months ended June 30, 2019 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 as of June 30, 2019, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 2. OTHER CURRENT ASSETS At June 30, 2019 and December 31, 2018, Other Current Assets were $1,660,586 and $2,950,607 respectively. Current Assets primarily comprised of Debt Fees and Debt Discounts related to MCAs and Derivative Assets. At June 30, 2019 and December 31, 2018, Other Assets were $6,412,230 and $1,409,699 respectively. Other Assets primarily comprised of long term Consulting Contracts that had been capitalized on the Balance Sheet and Amortized over their lives over a period of 3-5 years depending on the length of the specific contract. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Stockholders' Equity | NOTE 3. STOCKHOLDERS’ EQUITY General The Company filed Form S-1 with the Securities & Exchange Commission and it was declared effective on November 14, 2016 under which the Company sold 188,059 shares for $282,089 in the first quarter under this registration statement. The Company effected a 4 for 3 stock split in December 2017. All transaction have been adjusted to reflect this split. The Company issued 47,781 shares for services for a total of $74,750 during 2017. On May 15, 2017, GEX entered into a Conversion Agreement with two consultants that had a $45,000 balance with the Company. In accordance with the terms and conditions of the Conversion Agreement, GEX issued a total of 40,000 shares of the Company’s common stock, at a cost basis of $1.125 per share. The two consultants were issued 20,000 shares each of the total 40,000 shares issued by the Company. On June 7, 2017, GEX entered into a Debt Conversion Agreement with the Company that purchased the Line of Credit Promissory Note from the Company’s Chief Executive Officer. Under the terms and conditions of the Debt Conversion Agreement GEX issued 153,664 shares of its common stock, for the extinguishment of $345,745 in debt and accrued interest owed by GEX under the Line of Credit as of the date of the Debt Conversion Agreement. The shares were valued at $1.125 per share. GEX recorded a gain on extinguishment of debt in the amount of $172,872. On June 20, 2017, GEX entered into a Stock Purchase Agreement (“SPA”) with a third-party investor. Under the terms and conditions of the SPA, GEX issued 19,003 shares of its common stock, for a total of $120,000. On June 20, 2017, GEX entered into an Advisory Agreement with a third-party advisory firm. Under the terms and conditions of the Advisory Agreement, GEX paid a non-refundable retainer in the amount of $24,750 through the issuance of 3,334 shares of the Company’s common stock. On July 20, 2017, GEX entered into a Stock Purchase Agreement with a third-party investor. Under the terms and conditions of the SPA, GEX issued 12,668 shares of its common stock restricted pursuant to Rule 144 of the Securities Act of 1933 for a total of $80,000. On September 20, 2017, GEX entered into Stock Purchase Agreements with two advisory board members. Under the terms and conditions of the SPA’s, GEX issued 6,564 shares of its common stock, for a total of $32,000. On October 18, 2017, GEX entered into a Stock Purchase Agreements with one advisory board member. Under the terms and conditions of the SPA, GEX issued 2,667 shares of its common stock restricted pursuant to Rule 144 of the Securities Act of 1933, as amended, for a total of $13,000. On October 31, 2017 GEX entered into a Lease Agreement for office space in Fayetteville, Arkansas for 1,067 shares of its common stock, restricted pursuant to Rule 144 of the Securities Act of 1933, as amended. On December 29, 2017 GEX entered into a SPA with a shareholder. Under the terms of the SPA, GEX issued 75,000 shares of its common stock for a total of $300,000. On December 29, 2017 the Company acquired a 12,223 square foot, multi-use office building in Lowell, Arkansas through the purchase of 100% of the member interest in AMAST Consulting, LLC for 200,000 shares of the Company’s common stock and assumption of the outstanding mortgage. During the twelve months ended December 31, 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. On January 16, 2019, the Company issued 60,000 shares of common stock related to a convertible note conversion. On January 21, 2019, the Company issued 538,095 shares of common stock related to a convertible note conversion. On January 29, 2019, the Company issued 120,000 shares of common stock related to a convertible note conversion. On February 13, 2019, the Company issued 1,000,000 shares of common stock related to a convertible note conversion. On February 13, 2019, the Company issued 400,000 shares of common stock related to a convertible note conversion. On February 14, 2019, the Company issued 400,000 shares of common stock related to a convertible note conversion. On February 19, 2019, the Company issued 670,000 shares of common stock related to a convertible note conversion. On February 20, 2019, the Company issued 1,000,000 shares of common stock related to a convertible note conversion. On February 20, 2019, the Company issued 1,000,000 shares of common stock related to a convertible note conversion. On February 21, 2019, the Company issued 847,458 shares of common stock related to a convertible note conversion. On February 22, 2019, the Company issued 677,966 shares of common stock related to a convertible note conversion. On February 22, 2019, the Company issued 1,129,944 shares of common stock related to a convertible note conversion. On February 22, 2019, the Company issued 300,000 shares of common stock related to a convertible note conversion. On February 25, 2019, the Company issued 2,300,000 shares of common stock related to a convertible note conversion. On February 25, 2019, the Company issued 2,000,000 shares of common stock related to a convertible note conversion. On February 26, 2019, the Company issued 1,140,000 shares of common stock related to a convertible note conversion. On February 26, 2019, the Company issued 1,250,000 shares of common stock related to a convertible note conversion. On February 27, 2019, the Company issued 2,535,211 shares of common stock related to a convertible note conversion. On February 28, 2019, the Company issued 3,400,000 shares of common stock related to a convertible note conversion. On February 28, 2019, the Company issued 2,900,000 shares of common stock related to a convertible note conversion. As of March 2019, the Company issued a total of 253,428,115 shares of common stock related to a convertible note conversion. For the three months ending June 30 2019, the Company issued a total of 2,803,091,375 shares of common stock related to convertible notes and warrants. As of December 31, 2018, the Company was authorized to issue 200,000,000 common shares at a par value of $0.001 per share. In April 2018, the Company issued shares of 125,000 of common stock at $3.49 per share to a non-officer employee. As of December 31, 2018, the Company was authorized to issue 20,000,000 preferred shares at a par value of $0.001 per share. At December 31, 2018 and December 31, 2017 there were no preferred shares outstanding. Effective February 19, 2019, the Board of Directors of the Company approved the authorization of eight hundred thousand (800,000) shares of Series A1 Voting Preferred Stock (the “Series A1 Preferred Stock”) and approved the issuance to Srikumar Vanamali, the Corporation’s Interim CEO and Executive Director, of four hundred thousand (400,000) shares of this Series A1 Preferred Stock and approved the issuance to Shaheed Bailey, the Corporation’s Interim Chief Investment Officer and Director, of four hundred thousand (400,000) shares of this Series A1 Preferred Stock. As a result of the issuance of the Series A1 Preferred Stock Shares to Mr. Srikumar Vanamali and Mr Shaheed Bailey, Mr. Srikumar Vanamali and Mr. Shaheed Bailey obtained voting rights over the Company’s outstanding voting stock on February 19, 2019, which provide them combined the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters. As a result, Mr. Srikumar Vanamali and Mr. Shaheed Bailey will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. In the event Mr. Srikumar Vanamali and Mr. Shaheed Bailey are no longer acting as Officers and Directors of the Board of Directors of the Corporation, the shares of Series A1 Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety. In relation to this, Form 3 was filed in SEC for both Srikumar Vanamali and Shaheed Bailey related 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. 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. In Aug 2018, the Company issued 25,000 warrant shares related to the issuance of a note payable. These warrants have a two-year term with a conversion price of $4 per common share. In Aug 2018, the Company issued 10,000 warrant shares related to the issuance of a note payable. These warrants have a two-year term with a conversion price of $4 per common share. In Aug 2018, the Company issued 2,000,000 warrant shares related to the transaction for Payroll Express. These warrants have a two-year term with a conversion price of $1.04 per common share. The following table outlines the activity relative to these warrants for the period ended June 30, 2019: Weighted- Number of Average Warrant Shares Exercise Price Outstanding, at December 31, 2017 - $ - Granted 2,125,000 1.19 Exercised - - Forfeited or expired - - Outstanding, at end of period 2,125,000 1.19 Exercisable, at March 31, 2019 2,125,000 $ 1.19 The following table summarizes the warrants outstanding as of March 31, 2019: Exercise Number of Warrants Outstanding Weighted - Average Remaining Contractual Life of Warrants Outstanding Number of Warrants Exercisable $ 4.00 85,000 4.84 years 85,000 $ 1.66 40,000 1.52 years 40,000 1.06 2,000,000 1,92 years 2,000,000 2,125,000 2,125,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE 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. 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. As a result of this, the company obtained weekly disbursement related to sale of future receivables for $300,205 on Aug 29, 2018, $300,205 on Sep 5, 2018, $270,793 on Sep 12, 2018, $257,765 on Sep 19, 2018, $204,015 on Sep 26, 2018, $165,087 on Oct 3, 2018, $152,075 on Oct 10, 2018, $152,075 on Oct 17, 2018, $152,075 on Oct 24, 2018, $152,075 on Oct 31, 2018, $282,000 on Nov 2, 2018, $186,245 on Nov 7, 2018, $195,780 on Nov 14, 2018, $187,495 on Nov 28, 2018, $173,586 on Dec 5, 2018, $167,075 on Dec 12, 2018, $167,075 on Dec 19, 2018 and $167,075 on Dec 26, 2018. 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. 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. 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. 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 8, 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 8, 2019. 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. 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. On January 18 2019, the Company entered into a convertible note payable for $226,000 bearing interest at 12% per annum. All principal and interest is due on July 18, 2019. In connection with this note payable, the Company issued 538,095 shares for its common stock as a commitment fee. On February 15, 2019, the Company entered into a convertible note payable for $43,000 bearing interest at 10% per annum. All principal and interest is due on February 15, 2020. On April 16, 2019, the Company entered into a convertible note payable for $38,000 bearing interest at 10% per annum. All principal and interest is due on April 6, 2020. 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. 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 underway to extend the tenure. |
Accounts Receivable and Concent
Accounts Receivable and Concentration of Credit Risk | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable and Concentration of Credit Risk | NOTE 5. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK As of June 30, 2019, the company had $66,823 outstanding accounts receivable balance with its customers. As of December 31, 2018, the company had no outstanding accounts receivable balance with its customers. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6. PROPERTY AND EQUIPMENT As a result of the foreclosure actions related to the AMAST and Setco properties, the Company did not own material fixed assets as of June 30, 2019 compared to December 31, 2018: June 30, 2019 Dec 31, 2018 Land $ - $ 11,333,778 Buildings - 2,125,642 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
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 $1,168,933 and $352,100 at December 31, 2018 and December 31, 2017, respectively. On May 2, 2018, this line of credit was extended to April 1, 2020. On September 1, 2018, the line of credit was extended to September 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 months ended June 30, 2019. Revenues For the three months ended June 30, 2019 the Company had no revenues from related parties. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 December 31, 2018: Year ended Amount Remainder of 2019 $ 60,225 Total $ 60,225 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 9. ACQUISITIONS AND DIVESTITURES None during the current reporting period |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business GEX Management, Inc. was originally formed in 2004 as Group Excellence Management, LLC. d/b/a MyEasyHQ. In March of 2016, it was converted from a limited liability company into a C corporation and changed its name to GEX Management, Inc. in April of 2016. GEX Management obtained its license to operate as a Professional Employer Organization (PEO), and established GEX Staffing, LLC, a wholly owned subsidiary of GEX Management, in March 2017 in order to begin distinguishing its staffing and PEO operations. Carl Dorvil founded Group Excellence, LLC, a tutoring and mentoring company, from his dorm room at Southern Methodist University in 2004. Group Excellence provided tutoring and mentoring services to students with the goal of inspiring young persons to pursue high personal and academic achievement. The company quickly grew to more than six hundred employees. In 2011, Group Excellence was on Inc. 500’s annual list of the 500 fastest growing private companies in the United States. In response to rapid growth, Mr. Dorvil developed GEX Management to facilitate the back-office functions of his company. GEX Management provided Group Excellence, LLC with human resources, IT, accounting/bookkeeping, social media, payroll, and conducted a majority of the overall operations of the company. Mr. Dorvil sold Group Excellence, LLC in 2011 but maintained ownership of GEX Management, which continued as a Professional Services Company providing back office support to the tutoring company, as well as third-party clients. In 2016 GEX Management revised its business model to provide staffing and back-office services to a wide variety of industries in order to expand the Company’s footprint, thereby building on the previous 12-year history of exceptional client service. On February 23, 2018, the US Secretary of Commerce, Wilbur Ross, mentioned at the “African American Leaders in the White House: Education, Business and Policy” that Dorvil was “the youngest African American CEO ever to take a company public in U.S. history.” Over the last few years, GEX Management experienced tremendous growth in sales and customer pipeline - staffing business grew by over 1600%+ from 2016 to 2017 with the firm being named among the “fastest growing public companies in the North Texas region” by the Dallas Morning News, while also significantly expanding its client footprints across multiple staffing, business consulting and PEO opportunities. In September 2018, the Company terminated contracts with two customers who accounted for over 83% of the Company’s net staffing revenue, resulting in significant loss of revenue to the company in Q4 2018 and Q1 2019. The termination of these and other contracts was attributable to the increased business risk associated with Merchant Cash Advance contracts requiring attachment of future receivables of customer receipts with the MCA institutions as well as a result of management decision to move away from low margin, high cost contracts which were deemed detrimental to the company’s sustained operability and profitability in the long run. Despite these setbacks, the current management, has set strategic goals in 2019 to expand into areas of higher margin and higher growth categories particularly in the space of IT and Management Consulting as well as identify synergistic opportunities within the healthcare sector to deliver significant cost rationalization, benefits and integrated staffing solutions to clients and customers alike. As a result of management efforts towards achieving this strategic goal, GEX Management was invited in February to be a Preferred Supplier to Insight Global ( www.insightglobal.com In addition to these planned strategic growth initiatives which are expected to fully materialize starting with the second half of 2019, management has been focusing on materially improving its balance sheet by significantly reducing or eliminating the debt or debt like instruments related to convertible notes and asset related liens introduced in 2018 while simultaneously exploring opportunities to reduce or eliminate the high interest MCA related toxic debt instruments that resulted in significant interest expenses to the company and a burden to operating capital. As part of this balance sheet “clean-up” initiative, on February 8 2019, GEXM and the G&C Family LLC executed a “Deed in Lieu of Foreclosure” agreement the terms of which would allow GEXM to release ownership of the Arkansas building under AMAST LLC to the G&C Family Group, LLC in return for cancellation of the $1,300,000 real estate lien note secured by the building along with any and all accrued interest payable on the note as of the date of the agreement. Additionally, on March 5, 2019, one of GEX’s promissory note holders proceeded to execute its rights to enforce the liens on the Setco property through a foreclosure process which resulted in the note holder taking possession of the Setco property resulting in the elimination of a $500,000 note and any accrued interest on the principal amount and the elimination of $1,125,000 Setco real estate lien note made to Setco along with any accrued interests from the Company books. Furthermore, GEX has been able to reduce the overall convertible notes burden on the balance sheet by over 40% of the principal outstanding balance through strategic conversions of these notes to common equity initiated by the convertible note issuers throughout Q1 2019, thus demonstrating a strong market interest by retail and institutional investors in the GEX growth platform evidenced by the record high market volume of GEX trading stock in the OTC markets - this momentum is expected to sustain through 2019 and beyond as a result of these management growth initiatives and the continued support of investors and shareholders alike. Finally, management believes that the material reduction of MCA related debt like instruments will be a critical first step prior to rebuilding a robust revenue pipeline as this will require strong working capital and favorable leverage covenants to sustain operations in the long term as well as reduce liabilities related to attachment to future receivables. The inability or failure by the firm to immediately address these toxic MCA instruments could result in management pursuing a restructuring program or similar initiatives to bring the balance sheet within reasonable covenant parameters to allow the firm to continue operating efficiently in the coming years without exposing future customers to significant business risks associated with these toxic instruments. 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. 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 was personally guaranteed by Carl Dorvil, the Company’s former Chief Executive Officer and principal shareholder and secured, among other things, certain liens and security interests including the Setco property purchased on September 28, 2019. This note was due to be paid in full by August 1, 2018. The Company had been 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. As of December 31, 2018, the Company failed to pay the Principal Amount and, therefore, continued to be in default under the Note. Subsequently on March 5, 2019, the noteholder proceeded to execute its rights to enforce the liens on the Setco property through a foreclosure process which resulted in the noteholder taking possession of the Setco property resulting in the elimination of the $500,000 Civitas note and any accrued interest on the principal amount and the elimination of $1,125,000 Setco real estate lien note made to Setco along with any accrued interests from the Company books and with the elimination of the Setco property assets from the company books. On February 8 2019, GEXM and the G&C Family LLC executed a “Deed in Lieu of Foreclosure” agreement the terms of which would allow GEXM to release ownership of the Arkansas building under AMAST LLC to the G&C Family Group, LLC in return for cancellation of the $1,300,000 real estate lien note secured by the building along with an and all accrued interest payable on the note as of the date of the agreement and the elimination of the AMAST property related assets from the company books. |
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. No bad debt expense was incurred for the 6 months ended June 30, 2019. |
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. Earnings per share information for the three months ended June 30, 2019 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 June 30, 2019 or operations or cash flows for the periods ended June 30, 2019. |
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 December 31, 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 months ended June 30, 2019 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 as of June 30, 2019, 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) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Summary of Warrant Activity | The following table outlines the activity relative to these warrants for the period ended June 30, 2019: Weighted- Number of Average Warrant Shares Exercise Price Outstanding, at December 31, 2017 - $ - Granted 2,125,000 1.19 Exercised - - Forfeited or expired - - Outstanding, at end of period 2,125,000 1.19 Exercisable, at March 31, 2019 2,125,000 $ 1.19 |
Summary of Warrants Outstanding | The following table summarizes the warrants outstanding as of March 31, 2019: Exercise Number of Warrants Outstanding Weighted - Average Remaining Contractual Life of Warrants Outstanding Number of Warrants Exercisable $ 4.00 85,000 4.84 years 85,000 $ 1.66 40,000 1.52 years 40,000 1.06 2,000,000 1,92 years 2,000,000 2,125,000 2,125,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As a result of the foreclosure actions related to the AMAST and Setco properties, the Company did not own material fixed assets as of June 30, 2019 compared to December 31, 2018: June 30, 2019 Dec 31, 2018 Land $ - $ 11,333,778 Buildings - 2,125,642 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 December 31, 2018: Year ended Amount Remainder of 2019 $ 60,225 Total $ 60,225 |
Description of Business and S_4
Description of Business and Significant Accounting Policies (Details Narrative) | Apr. 16, 2019USD ($) | Feb. 15, 2019USD ($) | Feb. 08, 2019USD ($) | Sep. 28, 2018USD ($)ft²$ / sharesshares | Aug. 03, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($) | Jun. 04, 2018USD ($)$ / shares | Jun. 04, 2018USD ($)$ / shares | May 02, 2018USD ($) | Sep. 30, 2018 | Jun. 30, 2019 | Mar. 05, 2019USD ($) | Dec. 29, 2017ft² |
Debt outstanding percentage | 40.00% | ||||||||||||
Business purchase, area of land purchased | ft² | 12,223 | ||||||||||||
Payroll Express, LLC [Member] | |||||||||||||
Membership interest purchased | 51.00% | 25.00% | |||||||||||
Purchase price | $ 500,000 | ||||||||||||
Additional membership interest purchased | 26.00% | 26.00% | |||||||||||
Deposit towards purchasing additional shares | $ 250,000 | ||||||||||||
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 | ||||||||||||
Setco Real Estate Lien Note [Member] | |||||||||||||
Elimination of debt | $ 1,125,000 | ||||||||||||
Promissory Note Payable [Member] | |||||||||||||
Warrants term | 24 months | 24 months | |||||||||||
Warrants exercise price | $ / shares | $ 1.66 | $ 1.66 | |||||||||||
Debt instrument principal outstanding | $ 38,000 | $ 43,000 | $ 500,000 | $ 500,000 | |||||||||
Debt interest rate | 10.00% | 10.00% | 15.00% | 15.00% | |||||||||
Debt maturity date | Apr. 6, 2020 | Feb. 15, 2020 | Aug. 1, 2018 | Aug. 1, 2018 | |||||||||
G&C Family Group, LLC [Member] | |||||||||||||
Return for cancellation of building | $ 1,300,000 | ||||||||||||
G&C Family Group, LLC [Member] | Real Estate Lien Note [Member] | |||||||||||||
Return for cancellation of building | $ 1,300,000 | ||||||||||||
Setco International Forwarding Corporation [Member] | |||||||||||||
Purchase price | $ 11,000,000 | ||||||||||||
Payment of purchase consideration | $ 5,000,000 | ||||||||||||
Business purchase consideration, common shares to be issued | shares | 15,000,000 | ||||||||||||
Business purchase, area of land purchased | ft² | 16.84 | ||||||||||||
Business purchase, common shares issued, value | $ 4,875,000 | ||||||||||||
Business purchase, common shares issued, value per share | $ / shares | $ 0.325 | ||||||||||||
Ownership in affiliate, percentage of interest transferred | 51.00% | ||||||||||||
Setco International Forwarding Corporation [Member] | Setco Real Estate Lien Note [Member] | |||||||||||||
Elimination of debt | 1,125,000 | ||||||||||||
Setco International Forwarding Corporation [Member] | Real Estate Lien Note [Member] | |||||||||||||
Debt instrument principal outstanding | $ 1,125,000 | ||||||||||||
Setco International Forwarding Corporation [Member] | Civitas Note [Member] | |||||||||||||
Elimination of debt | 500,000 | ||||||||||||
Setco International Forwarding Corporation [Member] | Promissory Note Holders [Member] | |||||||||||||
Elimination of debt | $ 500,000 | ||||||||||||
AMAST Consulting, LLC [Member] | |||||||||||||
Membership interest purchased | 100.00% | ||||||||||||
Occupancy rate at the time of acquisition | 100.00% | ||||||||||||
Revenue [Member] | Two Customers [Member] | |||||||||||||
Percentage for revenue | 83.00% |
Description of Business and S_5
Description of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Buildings [Member] | |
Useful life | 30 years |
Office Furniture & Equipment [Member] | |
Useful life | 5 years |
Other Current Assets (Details N
Other Current Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Other current assets | $ 1,660,586 | $ 2,950,607 |
Other assets | $ 6,412,230 | $ 1,409,699 |
Minimum [Member] | ||
Useful lives of assets | 3 years | |
Maximum [Member] | ||
Useful lives of assets | 5 years |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Mar. 31, 2019shares | Feb. 28, 2019shares | Feb. 27, 2019shares | Feb. 26, 2019shares | Feb. 25, 2019shares | Feb. 22, 2019shares | Feb. 21, 2019shares | Feb. 20, 2019shares | Feb. 19, 2019shares | Feb. 19, 2019shares | Feb. 14, 2019shares | Feb. 13, 2019shares | Jan. 29, 2019shares | Jan. 21, 2019shares | Jan. 16, 2019shares | Sep. 26, 2018shares | Sep. 25, 2018shares | Sep. 14, 2018shares | Sep. 10, 2018shares | Aug. 27, 2018shares | Aug. 07, 2018shares | Aug. 02, 2018shares | Jul. 30, 2018shares | Jul. 25, 2018shares | Jul. 19, 2018shares | Jul. 09, 2018shares | Dec. 29, 2017USD ($)ft²shares | Oct. 31, 2017shares | Oct. 18, 2017USD ($)shares | Sep. 20, 2017USD ($)shares | Jul. 20, 2017USD ($)shares | Jun. 20, 2017USD ($)shares | Jun. 07, 2017USD ($)$ / sharesshares | May 15, 2017USD ($)$ / sharesshares | Nov. 14, 2016USD ($)shares | Aug. 31, 2018$ / sharesshares | Jun. 30, 2018$ / sharesshares | May 31, 2018$ / sharesshares | Apr. 30, 2018$ / sharesshares | Jun. 30, 2019$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2018$ / sharesshares |
Number of common stock shares sold | 188,059 | |||||||||||||||||||||||||||||||||||||||||
Value of common stock shares sold | $ | $ 282,089 | |||||||||||||||||||||||||||||||||||||||||
Stock split | The Company effected a 4 for 3 stock split in December 2017. | |||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 1,436 | 50,000 | 220,000 | 15,000 | 50,000 | 100,000 | 12,668 | 206,500 | 58,500 | 47,781 | ||||||||||||||||||||||||||||||||
Value of shares issued for services | $ | $ 74,750 | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 207,339 | |||||||||||||||||||||||||||||||||||||||||
Area of land | ft² | 12,223 | |||||||||||||||||||||||||||||||||||||||||
Number of shares for acquisition | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares authorized | 15,000,000,000 | 15,000,000,000 | ||||||||||||||||||||||||||||||||||||||||
Common stock shares par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock shares par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Series A1 Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 800,000 | 800,000 | ||||||||||||||||||||||||||||||||||||||||
Voting rights, percentage | 51.00% | 51.00% | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares authorized | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | |||||||||||||||||||||||||||||||||||||||||
Warrant conversion price per common share | $ / shares | $ 1.04 | |||||||||||||||||||||||||||||||||||||||||
Number of warrant issued to purchase common shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 253,428,115 | 3,400,000 | 2,535,211 | 1,140,000 | 2,300,000 | 677,966 | 847,458 | 1,000,000 | 670,000 | 400,000 | 1,000,000 | 120,000 | 538,095 | 60,000 | 2,803,091,375 | |||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 2,900,000 | 1,250,000 | 2,000,000 | 1,129,944 | 1,000,000 | 400,000 | ||||||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 300,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant issued related to issuance of convertible notes payable | 50,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||||||
Warrant conversion price per common share | $ / shares | $ 4 | |||||||||||||||||||||||||||||||||||||||||
Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant issued related to issuance of convertible notes payable | 25,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | 2 years | ||||||||||||||||||||||||||||||||||||||||
Warrant conversion price per common share | $ / shares | $ 4 | $ 1.66 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Two [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant issued related to issuance of convertible notes payable | 10,000 | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant term | 2 years | 2 years | ||||||||||||||||||||||||||||||||||||||||
Warrant conversion price per common share | $ / shares | $ 4 | $ 1.66 | ||||||||||||||||||||||||||||||||||||||||
AMAST Consulting, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Percentage of membership interest acquired | 100.00% | |||||||||||||||||||||||||||||||||||||||||
Number of shares for acquisition | 200,000 | |||||||||||||||||||||||||||||||||||||||||
Non-Officer Employee [Member] | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued, price per share | $ / shares | $ 3.49 | |||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 125,000 | |||||||||||||||||||||||||||||||||||||||||
Srikumar Vanamali [Member] | Series A1 Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 400,000 | |||||||||||||||||||||||||||||||||||||||||
Shaheed Bailey [Member] | Series A1 Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 400,000 | |||||||||||||||||||||||||||||||||||||||||
Srikumar Vanamali and Shaheed Bailey [Member] | Series A1 Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||
Voting rights, percentage | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 40,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Two Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||
Balance payable to consultant | $ | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares issued, price per share | $ / shares | $ 1.125 | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued, price per share | $ / shares | $ 1.125 | |||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 153,664 | |||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt | $ | $ 345,745 | |||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ | $ 172,872 | |||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Third-Party Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 12,668 | 19,003 | ||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 80,000 | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Two Advisory Board Members [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 6,564 | |||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 32,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | One Advisory Board Member [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 2,667 | |||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 75,000 | |||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||
Advisory Agreement [Member] | Third-Party Advisor Firm [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 3,334 | |||||||||||||||||||||||||||||||||||||||||
Payments to non-refundable retainer | $ | $ 24,750 | |||||||||||||||||||||||||||||||||||||||||
Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Number of shares for lease agreement | 1,067 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Number of Warrant Shares Outstanding, Beginning | shares | |
Number of Warrant Shares, Granted | shares | 2,125,000 |
Number of Warrant Shares, Exercised | shares | |
Number of Warrant Shares, Forfeited or Expired | shares | |
Number of Warrant Shares, Outstanding, Ending | shares | 2,125,000 |
Number of Warrant Shares, Exercisable | shares | 2,125,000 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | |
Weighted Average Exercise Price, Granted | $ / shares | 1.19 |
,Weighted Average Exercise Price Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited or Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 1.19 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 1.19 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrants Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Number of Warrants Outstanding | 2,125,000 | |
Number of Warrants Exercisable | 2,125,000 | |
Exercise Price $4.00 [Member] | ||
Number of Warrants Outstanding | 85,000 | |
Weighted -Average Remaining Contractual Life of Warrants Outstanding | 4 years 10 months 3 days | |
Number of Warrants Exercisable | 85,000 | |
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 | |
Exercise Price $1.06 [Member] | ||
Number of Warrants Outstanding | 2,000,000 | |
Weighted -Average Remaining Contractual Life of Warrants Outstanding | 1 year 11 months 1 day | |
Number of Warrants Exercisable | 2,000,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 16, 2019 | Feb. 15, 2019 | Jan. 18, 2019 | Dec. 26, 2018 | Dec. 19, 2018 | Dec. 12, 2018 | Dec. 05, 2018 | Nov. 28, 2018 | Nov. 14, 2018 | Nov. 07, 2018 | Nov. 02, 2018 | Oct. 31, 2018 | Oct. 24, 2018 | Oct. 17, 2018 | Oct. 10, 2018 | Oct. 03, 2018 | Sep. 26, 2018 | Sep. 19, 2018 | Sep. 12, 2018 | Sep. 05, 2018 | Aug. 29, 2018 | Aug. 24, 2018 | Aug. 17, 2018 | Aug. 14, 2018 | Aug. 14, 2018 | Aug. 09, 2018 | Aug. 08, 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 | Jun. 04, 2018 | May 31, 2018 | Apr. 26, 2018 | Apr. 26, 2018 | Apr. 25, 2018 | Apr. 18, 2018 | Mar. 06, 2018 | May 31, 2018 |
Sale of accounts receivables | $ 909,350 | $ 299,800 | $ 583,600 | $ 583,600 | |||||||||||||||||||||||||||||||||||||||
Proceeds from sale of receivables | $ 650,000 | $ 200,000 | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||
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 | $ 146,681 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 26, 2019 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 146,681 | $ 146,681 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 26, 2019 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 226,000 | $ 85,000 | $ 250,000 | $ 250,000 | $ 85,000 | $ 226,000 | |||||||||||||||||||||||||||||||||||||
Interest rate | 12.00% | 10.00% | 10.00% | 10.00% | 10.00% | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||
Debt discount percentage | 65.00% | ||||||||||||||||||||||||||||||||||||||||||
Warrant shares issued for debt issuance costs, warrant term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 18, 2019 | Aug. 24, 2019 | May 6, 2019 | Aug. 8, 2019 | Jan. 27, 2019 | ||||||||||||||||||||||||||||||||||||||
Shares issued during period in connection with convertible notes payable | 538,095 | 207,339 | |||||||||||||||||||||||||||||||||||||||||
Promissory Note Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 38,000 | $ 43,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||||||
Warrant shares issued for debt issuance costs | 40,000 | 40,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant shares issued for debt issuance costs, exercise price per share | $ 1.66 | $ 1.66 | |||||||||||||||||||||||||||||||||||||||||
Warrant shares issued for debt issuance costs, warrant term | 24 months | 24 months | |||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Apr. 6, 2020 | Feb. 15, 2020 | Aug. 1, 2018 | Aug. 1, 2018 | |||||||||||||||||||||||||||||||||||||||
Selling Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Sale of accounts receivables | $ 490,000 | $ 1,066,050 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from sale of receivables | $ 350,000 | $ 772,500 | |||||||||||||||||||||||||||||||||||||||||
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 | $ 167,075 | $ 167,075 | $ 167,075 | $ 173,586 | $ 187,495 | $ 195,780 | $ 186,245 | $ 282,000 | $ 152,075 | $ 152,075 | $ 152,075 | $ 152,075 | $ 165,087 | $ 204,015 | $ 257,765 | $ 270,793 | $ 300,205 | $ 300,205 | |||||||||||||||||||||||||
Two Securities Purchase Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 200,000 | $ 1,000,000 | $ 1,000,000 | $ 200,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||
Total proceeds from notes | $ 887,500 | $ 175,000 | |||||||||||||||||||||||||||||||||||||||||
Discount on notes | $ 112,500 | $ 112,500 | |||||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||
Debt discount percentage | 10.00% | 50.00% | 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 | ||||||||||||||||||||||||||||||||||||||||||
Extended Maturity [Member] | Promissory Note Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 30, 2018 |
Accounts Receivable and Conce_2
Accounts Receivable and Concentration of Credit Risk (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Outstanding accounts receivable balance | $ 66,823 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 11,333,778 | |
Buildings | $ 2,125,642 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 02, 2018 | May 02, 2018 | Mar. 01, 2015 | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues | $ 117,501 | $ 3,093,230 | $ 212,904 | $ 6,669,781 | |||||||||
Revenues from related parties | 0 | ||||||||||||
P413 Management, LLC [Member] | Line of Credit Agreement [Member] | |||||||||||||
Percentage of interest rate | 6.00% | ||||||||||||
Line of credit | $ 1,168,933 | $ 352,100 | |||||||||||
line of credit was extended, date | Sep. 1, 2020 | Apr. 1, 2020 | |||||||||||
P413 Management, LLC [Member] | Professional Service Agreements [Member] | |||||||||||||
Revenues | |||||||||||||
Vicar Capital Advisors, LLC [Member] | Professional Service Agreements [Member] | |||||||||||||
Revenues |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Obligations Under Lease (Details) | Jun. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 60,225 |
Total | $ 60,225 |