Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | GEX MANAGEMENT, INC. | ||
Entity Central Index Key | 0001681556 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | 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 | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 5,903,508,139 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 4,263 | $ 30,242 |
Accounts Receivable, net | 7,467 | 18,265 |
Accounts Receivable - Related Party | ||
Other Current Assets and Prepaid | 994,137 | 1,755,971 |
Total Current Assets | 1,005,867 | 1,804,477 |
Property and Equipment, net | 7,435 | 13,396,353 |
Other Assets | 2,940,887 | 3,406,093 |
Total Assets | 3,954,190 | 18,606,923 |
Current Liabilities: | ||
Accounts Payable | 129,504 | 22,705 |
Accrued Expenses and Other | 283,801 | 1,525,830 |
Derivative Liability and Others | 521,289 | 931,315 |
Accrued Interest Payable | 284,550 | 149,817 |
Notes Payable - Current Portion | 3,623,579 | 6,049,047 |
Total Current Liabilities | 4,842,722 | 8,678,715 |
Long-term liabilities: | ||
Notes Payable | 1,254,289 | |
Lines of Credit - Related Party | 483,677 | 542,978 |
Total Long-Term Liabilities | 483,677 | 1,797,267 |
Total Liabilities | 5,326,398 | 10,475,982 |
Commitments and contingencies (Note 10) | ||
Shareholders' Equity (Deficit) | ||
Preferred Stock, $0.001 par value | ||
Common Stock, $0.001 par value | 5,826,418 | 46,575 |
Additional Paid-In-Capital | (617,453) | 14,503,021 |
Accumulated Deficit | (6,581,174) | (6,418,655) |
Total Shareholders' Equity (Deficit) | (1,372,208) | 8,130,941 |
Total Liabilities and Shareholders' Equity (Deficit) | $ 3,954,190 | $ 18,606,923 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 385,872 | $ 9,261,910 |
Revenues - Related Party | ||
Total Revenues | 385,872 | 9,261,910 |
Cost of Revenues | 107,756 | 8,477,836 |
Gross Profit | 278,116 | 784,074 |
Operating Expenses: | ||
Depreciation and Amortization | 216,144 | 2,957,406 |
Selling and Advertising | ||
General and Administrative | 483,946 | 2,584,560 |
Total Operating Expenses | 700,090 | 5,541,966 |
Total Operating Loss | (421,974) | (4,757,893) |
Other Income (Expense) | ||
Gain on Extinguishment of Debt | 670,471 | |
Gain on Disposition of Asset/Equity Interest | 2,130,000 | |
Interest Income | ||
Interest Expense | (222,902) | (279,662) |
Derivative Gain (Losses) | 1,188,685 | |
Other Income (Expense) | (125,795) | (134,829) |
Net Other Income (Expense) | 321,774 | 2,904,194 |
Net Loss Before Income Taxes | (100,200) | (5,105,429) |
Provision for Income Taxes | ||
Net Loss | $ (100,200) | $ (5,105,429) |
Income per common share: | ||
Net loss per common share - basic | $ (0.00002) | $ (0.11) |
Net loss per common share - diluted | $ (0.00002) | $ (0.11) |
Weighted Average Shares: | ||
Basic | 5,903,508,139 | 46,575,244 |
Diluted | 5,903,508,139 | 46,575,244 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Deficit) - 12 months ended Dec. 31, 2019 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 46,575 | $ 14,503,021 | $ (6,418,655) | $ 8,130,941 | |
Beginning balance, shares at Dec. 31, 2018 | 46,575,244 | ||||
Issuance of Common Shares for Warrants | $ 2,645,704 | (2,520,981) | 124,722 | ||
Issuance of Common Shares for Warrants, shares | 2,645,703,808 | ||||
Issuance of Common Shares for Debt Conversions | $ 3,134,139 | (12,599,492) | (9,527,672) | ||
Issuance of Common Shares for Debt Conversions, shares | 3,211,229,087 | ||||
Net Loss | (100,200) | (100,200) | |||
Ending balance at Dec. 31, 2019 | $ 5,826,418 | $ (617,453) | $ (6,480,974) | $ (1,372,208) | |
Ending balance, shares at Dec. 31, 2019 | 5,903,508,139 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||
Net Loss | $ (100,200) | $ (5,105,429) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and Amortization | 216,144 | 2,957,406 |
Stock Contract Services | ||
Stock Issued for Expenses | ||
Write Off Balance of Contract Paid with Shares | ||
Gain on Extinguishment of Debt | 670,471 | |
Gain on Sale of Investment | (2,130,000) | |
Gain /Loss on Derivative Instruments | (1,188,685) | |
Change in Assets and Liabilities: | ||
Accounts Receivable | 10,797 | 73,267 |
Accounts Receivable - Related Party | 30,771 | |
Other Current Assets/Liabilities | 761,835 | (1,667,222) |
Other Assets/Liabilities | 12,495,162 | (17,397,433) |
Accounts Payable | 106,799 | (25,575) |
Accrued Expenses | (1,242,030) | 1,505,316 |
Accrued Interest Payable | 134,732 | 142,384 |
Net Cash Used by Operating Activities | 13,053,711 | (17,699,769) |
Investing Activities: | ||
Purchase of Contracts | ||
Investment in Equity Interest | (750,000) | |
Purchase of Fixed Assets | ||
Net Cash Used in Investing Activities | (750,000) | |
Financing Activities: | ||
Proceeds from Common Stock/APIC | (9,340,630) | 11,886,621 |
Proceeds from Line of Credit - Related Party, net | (59,301) | 190,878 |
Proceeds from Notes payable, net | (3,679,757) | 5,992,416 |
Net Cash Provided by Financing Activities | (1,307,689) | 18,069,915 |
Net increase in cash and cash equivalents | (25,978) | (379,854) |
Cash and cash equivalents | ||
Cash and cash equivalents at beginning of year | 30,242 | 410,096 |
Cash and cash equivalents at end of year | 4,263 | 30,242 |
Supplemental Disclosures: | ||
Income Taxes Paid | ||
Interest Paid | 222,902 | 279,662 |
Non-Cash Investing and Financing Activities: | ||
Common Shares Issued for Debt and Interest | 253,073 | |
Common Shares Issued for Services | 6,758,548 | |
Common Shares Issued for Debt Conversions | $ 3,134,139 | |
Purchase of Land Asset | 11,000,000 | |
Proceeds on sale of Equity Interest | 5,000,000 | |
Common Shares issued for Land Asset Purchase | 4,875,000 | |
Debt Assumed as part of Land Purchase | $ 1,125,000 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. (“GEX”, the “Company”, “we”, “our”, “us”) is a professional business services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. The Company formed GEX Staffing, LLC (“GEX Staffing”) in March 2017. The initial funding and first transactions occurred in GEX Staffing in September 2017. The consolidated financials include the accounts of GEX Staffing, LLC. 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 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 ● $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, 2018. 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 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. 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). ASU No. 2014-09 outlines a single, comprehensive revenue recognition model for revenue derived from contracts with customers and it supersedes the prior revenue recognition guidance, including prior guidance that is industry-specific. Under ASU No. 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 using the modified retrospective method, which applies to only the most current period presented in the financial statements. There were no significant changes to the Company’s existing revenue recognition policies as a result of adopting ASU 2014-09. GEX enters into contracts with its clients for professional 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 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. 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 twelve months ended December 31, 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 December 31, 2019 or operations or cash flows for the periods ended December 31 2018. Going Concern To date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital necessary to fund operations through December 31, 2020. 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 twelve months ended December 31, 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 of $5,326,398 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. In addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 2. OTHER CURRENT ASSETS At December 31, 2019 and December 31, 2018, Other Current Assets were as follows: December 31, 2019 December 31, 2018 Other Current Assets: Prepaids and Debt Discounts $ 967,152 $ 1,494,466 Other Current Assets 26,985 261,505 Total Other Current Assets $ 994,137 $ 1,755,971 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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. In April 2019, the Company issued a total of 131,889,069 shares of common stock related to several convertible note conversions. In May 2019, the Company issued a total of 1,060,050,879 shares of common stock related to several convertible note conversions. In June 2019, the Company issued a total of 1,611,151,427 shares of common stock related to warrants and convertible note conversions. In July 2019, the Company issued a total of 1,852,682,044 shares of common stock related to warrants and convertible note conversions. In June 2019, the Company issued a total of 1,611,151,427 shares of common stock related to warrants and convertible note conversions. In August 2019, the Company issued a total of 913,654,084 shares of common stock related to warrants and convertible note conversions. For the three months ending September 30 2019, the Company issued a total of 2,766,336,128 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 to the 10% Beneficial ownership on account of the majority voting control through the preferred shares. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4. NOTES PAYABLE 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 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. |
Accounts Receivable and Concent
Accounts Receivable and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable and Concentration of Credit Risk | NOTE 5. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK As of December 31, 2019, the company had $7,467 outstanding accounts receivable balance with its customers. As of December 31, 2018, the company had $18,265 outstanding accounts receivable balance with its customers. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6. PROPERTY AND EQUIPMENT The Company had the following property and equipment as of December 31, 2019 and December 31, 2018: Dec 31, 2019 Dec 31, 2018 Land $ - $ 11,335,278 Buildings - 2,125,642 Office Equipment 7,435 5,935 Total Fixed Assets 13,400,408 13,400,408 Accumulated Depreciation - (70,502 ) Property and Equipment, net $ 7,435 $ 13,396,353 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 The Company did not have any related party transactions during this reporting period. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 offices as of December 31, 2019: Year ended Amount Remainder of 2019 $ 35,400 Total $ 35,400 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | NOTE 9. ACQUISITIONS AND DIVESTITURES 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. 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 ● $5,000,000, by the Company’s transfer to Setco of the Company’s 51% ownership interest in Payroll Express. While the Company intended to take advantage of the collateral provided by the Setco real estate to obtain loan against property for working capital purposes as well as reduce high interest loan obligations related to Merchant Cash Advances, the prior management was unable to secure required financing because of (1) challenges associated with identifying an investor who was ready to match the valuation of $11,000,000 provided by the valuation company introduced by Setco for evaluating the property (2) feedback from multiple lending sources related to the lack of readily available access to the property which would further depress the value of the property against the established valuation by the valuation company, and (3) lack of sophisticated investors ready to invest in the land at the valuation provided by the valuation company that would have provided the Company sufficient funds to immediately take care of its short and long term debt obligations. As a result of this assessment and given failure to gain traction on the intended but missed capital opportunity on account of potentially misleading information by a service provider, management is currently reviewing with counsel available options to review and, if required, possibly seek damages from targeted parties to compensate the firm for the damages incurred related to pursuing transaction options related to this potentially incorrect valuation. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS On March 4, 2020 the Securities and Exchange Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied. GEX Management, Inc. (the “Company”) furnished detailed on its Current Report on Form 8-K filed on March 30, 2020 to indicate its reliance on the Order in connection with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “Report”) due to the circumstances related to COVID-19. In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities resulting in limited support from its staff and professional advisors. The Company has also closed its corporate offices and has requested all employees to work remotely until further notice. Employees affected include certain of its key personnel responsible for assisting the Company in the preparation of its financial statements. In view of these circumstances, the Company has been unable to timely provide its auditors and accountants with financial records to provide consent, and therefore allow the Company to file a timely and accurate Annual Report on Form 10-K for its year ended December 31, 2019 by the prescribed date without undue hardship and expense to the Company. This has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. Subsequently, the Company has relied on this exemption to file the Report no later than May 14, 2020 (which is 45 days from the Report’s original filing deadline of March 30, 2020). |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business GEX Management, Inc. (“GEX”, the “Company”, “we”, “our”, “us”) is a professional business services company that was originally formed in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The Company converted from a limited liability company to a C corporation in March 2016, and changed its name to GEX Management, Inc. in April 2016. The Company formed GEX Staffing, LLC (“GEX Staffing”) in March 2017. The initial funding and first transactions occurred in GEX Staffing in September 2017. The consolidated financials include the accounts of GEX Staffing, LLC. 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 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 ● $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, 2018. 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 |
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. |
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). ASU No. 2014-09 outlines a single, comprehensive revenue recognition model for revenue derived from contracts with customers and it supersedes the prior revenue recognition guidance, including prior guidance that is industry-specific. Under ASU No. 2014-09, an entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company adopted ASU No. 2014-09 using the modified retrospective method, which applies to only the most current period presented in the financial statements. There were no significant changes to the Company’s existing revenue recognition policies as a result of adopting ASU 2014-09. GEX enters into contracts with its clients for professional 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 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. 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 twelve months ended December 31, 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 December 31, 2019 or operations or cash flows for the periods ended December 31 2018. |
Going Concern | Going Concern To date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short- term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital necessary to fund operations through December 31, 2020. 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 twelve months ended December 31, 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 of $5,296,988 at December 31, 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. In addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary for the Company to fund its working capital requirements. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission. |
Description of Business and S_3
Description of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | At December 31, 2019 and December 31, 2018, Other Current Assets were as follows: December 31, 2019 December 31, 2018 Other Current Assets: Prepaids and Debt Discounts $ 967,152 $ 1,494,466 Other Current Assets 26,985 261,505 Total Other Current Assets $ 994,137 $ 1,755,971 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The Company had the following property and equipment as of December 31, 2019 and December 31, 2018: Dec 31, 2019 Dec 31, 2018 Land $ - $ 11,335,278 Buildings - 2,125,642 Office Equipment 7 ,435 5,935 Total Fixed Assets 13,400,408 13,400,408 Accumulated Depreciation - (70,502 ) Property and Equipment, net $ 7,435 $ 13,396,353 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 offices as of December 31, 2019: Year ended Amount Remainder of 2019 $ 35,400 Total $ 35,400 |
Description of Business and S_4
Description of Business and Significant Accounting Policies (Details Narrative) | Mar. 05, 2019USD ($) | Feb. 08, 2019USD ($) | Sep. 28, 2018USD ($)ft²$ / sharesshares | Aug. 03, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($) | Jun. 04, 2018USD ($) | May 02, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 29, 2017ft² |
Business purchase, area of land purchased | ft² | 12,223 | |||||||||
Liabilities | $ 5,326,398 | $ 10,475,982 | ||||||||
Promissory Note Payable [Member] | ||||||||||
Debt instrument principal outstanding | $ 500,000 | |||||||||
Debt interest rate | 15.00% | |||||||||
Debt maturity date | Aug. 1, 2018 | |||||||||
Promissory Note Payable [Member] | Extended Maturity [Member] | ||||||||||
Debt maturity date | Aug. 30, 2018 | |||||||||
Setco Real Estate Lien Note [Member] | ||||||||||
Elimination of debt | $ 1,125,000 | |||||||||
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 | |||||||||
Warrant to purchase of common stock | shares | 2,000,000 | |||||||||
Warrants term | 24 months | |||||||||
Warrants exercise price | $ / shares | $ 1.06 | |||||||||
AMAST Consulting, LLC [Member] | ||||||||||
Membership interest purchased | 100.00% | |||||||||
Occupancy rate at time of acquisition | 100.00% | |||||||||
Setco International Forwarding Corporation [Member] | ||||||||||
Purchase price | $ 11,000,000 | |||||||||
Payment of purchase consideration | $ 5,000,000 | |||||||||
Business purchase, area of land purchased | ft² | 16.84 | |||||||||
Business purchase, common shares issued, value | $ 4,875,000 | |||||||||
Business purchase consideration, common shares to be issued | shares | 15,000,000 | |||||||||
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] | 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 | |||||||||
G&C Family Group, LLC [Member] | Real Estate Lien Note [Member] | ||||||||||
Return for cancellation of building | $ 1,300,000 |
Description of Business and S_5
Description of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | |
Useful life | 30 years |
Office Furniture & Equipment [Member] | |
Useful life | 5 years |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaids and Debt Discounts | $ 967,152 | $ 1,494,466 |
Other Current Assets | 26,985 | 261,505 |
Total Other Current Assets | $ 994,137 | $ 1,755,971 |
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 ($)shares | Aug. 31, 2019shares | Jul. 31, 2019shares | Jun. 30, 2019shares | May 31, 2019shares | Apr. 30, 2019shares | Apr. 30, 2018$ / sharesshares | Dec. 31, 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 | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||
Several Convertible Note Conversions [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 1,060,050,879 | 131,889,069 | ||||||||||||||||||||||||||||||||||||||||||
Convertible Note and Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 913,654,084 | 1,852,682,044 | 1,611,151,427 | 2,766,336,128 | ||||||||||||||||||||||||||||||||||||||||
Several Convertible Note Conversions One [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 1,611,151,427 | |||||||||||||||||||||||||||||||||||||||||||
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] | Two Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 40,000 | |||||||||||||||||||||||||||||||||||||||||||
Balance payable to consultant | $ | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued, price per share | $ / shares | $ 1.125 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Consultant One [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Agreement [Member] | Consultant Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||||
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 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 16, 2019 | Feb. 15, 2019 | Jan. 18, 2019 | Aug. 24, 2018 | Aug. 14, 2018 | Aug. 09, 2018 | Aug. 08, 2018 | Aug. 01, 2018 | Apr. 26, 2018 | May 31, 2018 |
Convertible Notes Payable One [Member] | ||||||||||
Convertible promissory note, principal amount | $ 146,681 | |||||||||
Interest rate | 10.00% | |||||||||
Debt maturity date | Apr. 26, 2019 | |||||||||
Convertible Notes Payable Two [Member] | ||||||||||
Convertible promissory note, principal amount | $ 146,681 | |||||||||
Interest rate | 10.00% | |||||||||
Debt maturity date | Apr. 26, 2019 | |||||||||
Convertible Notes Payable [Member] | ||||||||||
Convertible promissory note, principal amount | $ 38,000 | $ 43,000 | $ 226,000 | $ 85,000 | $ 250,000 | $ 85,000 | $ 226,000 | |||
Interest rate | 10.00% | 10.00% | 12.00% | 10.00% | 10.00% | 10.00% | 12.00% | |||
Debt conversion price per share | $ 2.50 | |||||||||
Debt discount percentage | 65.00% | |||||||||
Debt maturity date | Apr. 6, 2020 | Feb. 15, 2020 | 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 | ||||||||
Two Securities Purchase Agreements [Member] | ||||||||||
Convertible promissory note, principal amount | $ 1,000,000 | $ 200,000 | ||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Total proceeds from notes | $ 887,500 | $ 175,000 | ||||||||
Discount on notes | $ 112,500 | |||||||||
Debt conversion price per share | $ 2.50 | |||||||||
Debt discount percentage | 50.00% | 10.00% | ||||||||
Debt origination fee | 5,000 | |||||||||
Warrant shares issued for debt issuance costs | 50,000 | |||||||||
Warrant shares issued for debt issuance costs, exercise price per share | $ 4 | |||||||||
Warrant shares issued for debt issuance costs, warrant term | 5 years | |||||||||
Fair value of warrants | $ 31,852 |
Accounts Receivable and Conce_2
Accounts Receivable and Concentration of Credit Risk (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Outstanding accounts receivable balance | $ 7,467 | $ 18,265 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total Fixed Assets | $ 7,435 | $ 13,400,408 |
Accumulated Depreciation | (70,502) | |
Property and Equipment, net | 7,435 | 13,396,353 |
Land [Member] | ||
Total Fixed Assets | 11,335,278 | |
Buildings [Member] | ||
Total Fixed Assets | 2,125,642 | |
Office Equipment | ||
Total Fixed Assets | $ 7,435 | $ 5,935 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Obligations Under Lease (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2019 | $ 35,400 |
Total | $ 35,400 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details Narrative) | Mar. 05, 2019USD ($) | Feb. 08, 2019USD ($) | Sep. 28, 2018USD ($)ft²$ / sharesshares | Aug. 03, 2018USD ($)$ / sharesshares | Jun. 11, 2018USD ($) | Jun. 04, 2018USD ($) | May 02, 2018USD ($) | Dec. 29, 2017ft² |
Business purchase, area of land purchased | ft² | 12,223 | |||||||
Promissory Note Payable [Member] | ||||||||
Debt instrument principal outstanding | $ 500,000 | |||||||
Debt interest rate | 15.00% | |||||||
Debt maturity date | Aug. 1, 2018 | |||||||
Promissory Note Payable [Member] | Extended Maturity [Member] | ||||||||
Debt maturity date | Aug. 30, 2018 | |||||||
Setco Real Estate Lien Note [Member] | ||||||||
Elimination of debt | $ 1,125,000 | |||||||
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 | |||||||
Warrant to purchase of common stock | shares | 2,000,000 | |||||||
Warrants term | 24 months | |||||||
Warrants exercise price | $ / shares | $ 1.06 | |||||||
AMAST Consulting, LLC [Member] | ||||||||
Membership interest purchased | 100.00% | |||||||
Occupancy rate at time of acquisition | 100.00% | |||||||
Setco International Forwarding Corporation [Member] | ||||||||
Purchase price | $ 11,000,000 | |||||||
Payment of purchase consideration | $ 5,000,000 | |||||||
Business purchase, area of land purchased | ft² | 16.84 | |||||||
Business purchase, common shares issued, value | $ 4,875,000 | |||||||
Business purchase consideration, common shares to be issued | shares | 15,000,000 | |||||||
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] | 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 | |||||||
G&C Family Group, LLC [Member] | Real Estate Lien Note [Member] | ||||||||
Return for cancellation of building | $ 1,300,000 |