Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 17, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38288 | |
Entity Registrant Name | GEX MANAGEMENT, INC. | |
Entity Central Index Key | 0001681556 | |
Entity Tax Identification Number | 56-2428818 | |
Entity Incorporation, State or Country Code | TX | |
Entity Address, Address Line One | 3662 W Camp Wisdom Road | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75237 | |
City Area Code | 877 | |
Local Phone Number | 210-4396 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GXXM | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 152,882,003 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and Cash Equivalents | $ 23,895 | $ 6,641 |
Accounts Receivable, net | 89,000 | 211,222 |
Other Current Assets | 114,132 | 107,289 |
Total Current Assets | 227,027 | 325,152 |
Other Assets | 3,026,045 | 3,131,545 |
TOTAL ASSETS | 3,253,072 | 3,456,697 |
Current Liabilities: | ||
Accounts Payable | 163,273 | 152,426 |
Other Current Liabilities | 153,286 | 233,688 |
Accrued Interest Payable | 99,445 | 99,445 |
Notes Payable Current Portion | 4,092,142 | 4,004,517 |
Total Current Liabilities | 4,508,146 | 4,490,075 |
Line of Credit | 483,677 | 483,677 |
Total Long Term Liabilities | 483,677 | 483,677 |
TOTAL LIABILITIES | 4,991,823 | 4,973,752 |
SHAREHOLDERS’ EQUITY (DEFICIT) | ||
Common Stock 63,010,410 and 3,163,044 shares issued and Outstanding as September 30, 2021 and December 31, 2020, respectively | 63,464 | 3,616 |
Additional Paid In Capital | 5,736,144 | 5,285,449 |
Retained Deficit | (7,538,358) | (6,806,121) |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | (1,738,751) | (1,517,054) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ 3,253,072 | $ 3,456,697 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Shares Issued | 63,010,410 | 3,163,044 |
Common Stock, Shares Outstanding | 63,010,410 | 3,163,044 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 281,805 | $ 244,230 | $ 870,320 | $ 406,408 |
Cost of Revenues | 4,008 | 23,870 | 75,271 | 48,505 |
Gross Profit (Loss) | 277,797 | 220,360 | 795,049 | 357,903 |
Operating Expenses Depreciation and Amortization | 52,750 | 105,500 | 158,250 | |
Selling and Advertising | ||||
General and Administrative | 455,386 | 186,143 | 1,285,983 | 361,985 |
Total Operating Expenses | 455,386 | 238,893 | 1,391,483 | 520,235 |
Total Operating Income (Loss) | (177,588) | (18,533) | (596,433) | (162,332) |
Other Income (Loss) | (257,254) | (105,777) | ||
Interest Income (Expenses) | (8,277) | 121,449 | 37,556 | |
Net Other Income (Expense) | (8,277) | (135,805) | 68,250 | |
Net income (loss) before income taxes | (177,588) | (26,810) | (732,238) | (94,082) |
Provision for income taxes | ||||
NET INCOME (LOSS) | $ (177,588) | $ (26,810) | $ (732,238) | $ (94,082) |
BASIC and DILUTED | ||||
Weighted Average Shares Outstanding | 1,229,906 | 1,217,376 | 1,229,906 | 1,217,376 |
Earnings (loss) per Share | $ (0.14) | $ (0.02) | $ (0.60) | $ (0.08) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1,044 | $ 5,207,922 | $ (6,581,174) | $ (1,372,208) |
Beginning balance, shares at Dec. 31, 2019 | 590,351 | |||
Issuance of Common Shares for Share Services | $ 132 | 24,783 | 24,915 | |
Issuance of Common Shares for Share Services, shares | 131,717 | |||
Issuance of Common Shares for Interest Expenses | $ 987 | 987 | ||
Issuance of Common Shares for Interest Expenses, shares | 987,423 | |||
Issuance of Common Shares for Debt Conversions | $ 1,454 | 52,745 | 54,199 | |
Issuance of Common Shares for Debt Conversions, shares | 1,453,553 | |||
Net Loss | (224,947) | (224,947) | ||
Ending balance, value at Dec. 31, 2020 | $ 3,616 | 5,285,449 | (6,806,120) | (1,517,054) |
Beginning balance, shares at Dec. 31, 2020 | 3,163,044 | |||
Issuance of Common Shares for Interest Expenses | $ 3,194 | 3,194 | ||
Issuance of Common Shares for Interest Expenses, shares | 3,193,941 | |||
Issuance of Common Shares for Debt Conversions | $ 40,119 | 366,792 | 406,911 | |
Issuance of Common Shares for Debt Conversions, shares | 40,118,939 | |||
Net Loss | (372,562) | (372,562) | ||
Ending balance, value at Mar. 31, 2021 | $ 46,929 | 5,652,241 | (7,178,683) | (1,479,512) |
Beginning balance, shares at Mar. 31, 2021 | 46,475,924 | |||
Beginning balance, value at Dec. 31, 2020 | $ 3,616 | 5,285,449 | (6,806,120) | (1,517,054) |
Beginning balance, shares at Dec. 31, 2020 | 3,163,044 | |||
Net Loss | (732,238) | |||
Ending balance, value at Sep. 30, 2021 | $ 63,464 | 5,736,144 | (7,538,358) | (1,738,751) |
Beginning balance, shares at Sep. 30, 2021 | 63,010,410 | |||
Beginning balance, value at Mar. 31, 2021 | $ 46,929 | 5,652,241 | (7,178,683) | (1,479,512) |
Beginning balance, shares at Mar. 31, 2021 | 46,475,924 | |||
Issuance of Common Shares for Warrants | $ 10,254 | 70,148 | 80,402 | |
Issuance of Common Shares for Warrants, shares | 10,253,907 | |||
Issuance of Common Shares for Debt Conversions | $ 6,281 | 13,754 | 20,035 | |
Issuance of Common Shares for Debt Conversions, shares | 6,280,579 | |||
Net Loss | (182,087) | (182,087) | ||
Ending balance, value at Jun. 30, 2021 | $ 63,464 | 5,736,144 | (7,360,770) | (1,561,163) |
Beginning balance, shares at Jun. 30, 2021 | 63,010,410 | |||
Net Loss | (177,588) | (177,588) | ||
Ending balance, value at Sep. 30, 2021 | $ 63,464 | $ 5,736,144 | $ (7,538,358) | $ (1,738,751) |
Beginning balance, shares at Sep. 30, 2021 | 63,010,410 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flows (used by) Operating Activities: | ||||||
Net Loss | $ (177,588) | $ (372,562) | $ (26,810) | $ (732,238) | $ (94,082) | $ (224,947) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||
Depreciation and Amortization | 52,750 | 105,500 | 158,250 | |||
Changes in assets and liabilities: | ||||||
Accounts receivable | 122,222 | (11,250) | ||||
Other current assets/liabilities | (6,843) | 2,649 | ||||
Other Assets/Liabilities | (14,558) | (112,064) | ||||
Accounts Payable | 10,847 | (10,038) | ||||
Other Current Liabilities | (80,402) | 37,435 | ||||
Accrued interest payable | 25,829 | |||||
Net cash (used in) operating activities | (595,472) | (3,270) | ||||
Cash Flows from (used in) Investing Activities: | ||||||
Net cash (used in) Investing Activities: | ||||||
Cash Flows from (used in) Financing Activities: | ||||||
Proceeds from common stock/ APIC | 510,542 | 25,289 | ||||
Proceeds/Payments from notes payable | 87,625 | (17,012) | ||||
Payments/Proceeds from short term notes payable (net) | ||||||
Net cash provided by financing activities | 598,168 | 8,277 | ||||
NET INCREASE (DECREASE) IN CASH | 2,696 | 5,008 | ||||
CASH AT BEGINNING OF PERIOD | $ 21,200 | 21,200 | 16,192 | 16,192 | ||
CASH AT END OF PERIOD | $ 23,895 | $ 21,200 | $ 23,895 | $ 21,200 | $ 21,200 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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. GEX Management initially began operations as a Professional Services Company providing back office support to 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. Over the next 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 2019, the current management of GEX set strategic goals to revise the business model to expand into areas of higher margin and growth particularly in the area of Technology and Strategy Consulting Services. As a result of management efforts, GEX Management was invited in February 2019 to be a Preferred Supplier to Insight Global (www.insightglobal.com), one of the world’s largest Managed Service Providers (MSPs) to Fortune 100 Companies in the Enterprise Technology Consulting space. The first consultant that GEX hired through this Preferred Supplier initiative was successfully placed at a large PA based financial services firm to provide Business and Quality Analysis professional services to the client. Subsequently, GEX placed its second enterprise consultant at the world’s leading Fortune 100 CRM Company at its headquarters in San Francisco and subsequently several more highly skilled Enterprise Technology Consultants at leading Fortune 500 retail, healthcare, manufacturing and technology clients across the country . As a direct result of the high market demand for experienced technology consultants via its multiple supplier programs, the GEX team has interviewed and is in the process of procuring 45 highly experienced enterprise technology consultants with expertise across a wide array of functions (Enterprise Architects, Project Managers, Systems Integration Developers, Quality Assurance Specialists and Business Systems Analysts) who have been identified for various short to long term projects. Additionally, GEX plans to hire and place more than 100 enterprise consultants over the next 18 - 24 month period to satisfy its growing pipeline of future contracts. As a result of these market initiatives, GEX forecasts to potentially achieve approximately $20- $25M in gross billings over the next 18-24 month period, assuming all projected contracts are fully placed on projects that have been currently identified by the GEX supplier program pipeline and businesses begin to re-open globally as the pandemic related restrictions are removed. In Q4 2019, GEX signed a contract with one of the fastest growing, VC backed social video platform to provide key corporate and strategy consulting services – an initiative that the CEO was personally involved with in developing and growing the strategic business relationship over the last two years. This contract has resulted in enormous growth opportunities for GEX and is expected to significantly expand growth in future periods as well. GEX has also signed additional contracts to provide interim “CFO” and “CEO” consulting services to various high growth public and private companies, resulting in doubling of sales within a year and achieving an astounding double digit expansion in gross margins despite the pandemic related recessionary business environment. Furthermore, GEX is in talks with multiple companies to identify synergistic acquisition opportunities to fuel organic and inorganic growth and fulfil the corporate objective of becoming a top tier business and technology focused firm while also developing a long term and sustainable technology centric business model. Management expects these growth initiatives to help the firm eventually achieve strong and stable revenue growth while also achieving sustainable long term profitability by targeting a higher margin, lower cost model and relying on less expensive debt instruments to help reduce the burden across the firm’s capital structure. In addition to these planned strategic growth initiatives which had started to build momentum in 2019 and are expected to gain significant traction in 2021 and beyond, 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 $ 1,300,000 500,000 1,125,000 Material Definitive Agreements No Material Agreements have been executed by the Company during this reporting period. 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, 2020 included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2021. 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. 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: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Useful Life Buildings 30 Office Furniture & Equipment 5 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. Staffing 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 fulfilment of services under the SSA, even if the temporary staff are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfil 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 September 30, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in September 2020. 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, 2020 or operations or cash flows for the periods ended September 30, 2021. 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 June 30, 2022. 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 nine months ended September 30, 2021 and 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 $ 4,991,823 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 | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 2. OTHER CURRENT ASSETS At September 30, 2021 and December 31, 2020, Other Current Assets were $ 114,132 107,289 At September 30, 2021 and December 31, 2020, Other Assets were $ 3,026,045 3,131,545 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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
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 188,059 282,089 The Company effected a 4 for 3 stock split in December 2017 and a 1 for 10,000 reverse stock split in September 2020. All transaction have been adjusted to reflect this split The Company issued 47,781 74,750 On May 15, 2017, GEX entered into a Conversion Agreement with two consultants that had a $ 45,000 1.125 20,000 40,000 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 153,664 345,745 1.125 172,872 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 19,003 120,000 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 3,334 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 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 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 13,000 On October 31, 2017 GEX entered into a Lease Agreement for office space in Fayetteville, Arkansas for 1,067 On December 29, 2017 GEX entered into a SPA with a shareholder. Under the terms of the SPA, GEX issued 75,000 300,000 On December 29, 2017 the Company acquired a 12,223 100 200,000 During the twelve-month periods ended December 31, 2018, 2019 and 2020 respectively, 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 58,500 206,500 12,668 100,000 207,339 50,000 15,000 220,000 50,000 1,436 15,000,000 60,000 538,095 120,000 1,000,000 400,000 400,000 670,000 1,000,000 1,000,000 847,458 677,966 1,129,944 300,000 2,300,000 2,000,000 1,140,000 1,250,000 2,535,211 3,400,000 2,900,000 253,428,115 131,889,069 1,060,050,879 1,598,790,735 1,865,042,736 913,654,084 30,409 31,872 336,134 39,085 57,808 60,693 51,170 66,294 69,583 72,860 76,691 72,860 72,700 84,153 81,481 84,153 100,636 105,658 209,643 81,633 240,884 272,828 121,391 9,775,136 13,778,844 19,758,900 12,075,941 3,162,717 1,295,828 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
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 totalling up to $ 1,000,000 10 887,500 112,500 2.50 50 200,000 175,000 10 5,000 50,000 4.00 five years 31,852 10 146,681 10 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 10 887,500 112,500 2.50 50 200,000 175,000 10 5,000 50,000 4.00 five years 31,852 10 146,681 10 April 26, 2019 On April 26, 2018, the Company entered into a convertible note payable for $ 146,681 10 226,000 12 On August 8, 2018, the Company entered into a convertible note payable for $ 85,000 10 August 8, 2019 250,000 10 May 6, 2019 85,000 10 August 24, 2019 112,750 10 August 29, 2019 226,000 12 July 18, 2019 43,000 10 February 15, 2020 38,000 10 April 16, 2020 50,000 12 March 25, 2020 45,000 10 March 27, 2020 100,000 10 October 12, 2020 53,500 10 February 8, 2022 38,500 10 March 19, 2022 43,750 10 April 20, 2022 43,750 10 June 9, 2022 88,000 12 June 9, 2022 110,000 12 June 25, 2022 |
ACCOUNTS RECEIVABLE AND CONCENT
ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK | NOTE 5. ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK As of September 30, 2021, the company had $ 89,000 211,222 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6. PROPERTY AND EQUIPMENT The Company did not own significantly material fixed assets as of September 30, 2021 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
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. Revenues For the three months ended September 30, 2021 and 2020, the Company had no |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES The Company did not have any material contingent obligations during this reporting period. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | NOTE 9. ACQUISITIONS AND DIVESTITURES The Company has not been involved in any material acquisition or divestiture activity during the reporting period. |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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, 2020 included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2021. 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. |
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: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Useful Life Buildings 30 Office Furniture & Equipment 5 |
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. Staffing 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 fulfilment of services under the SSA, even if the temporary staff are not employees of GEX. This typically occurs when GEX contracts third-parties to fulfil 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 September 30, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in September 2020. |
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, 2020 or operations or cash flows for the periods ended September 30, 2021. |
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 June 30, 2022. 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 nine months ended September 30, 2021 and 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 $ 4,991,823 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Useful Life Buildings 30 Office Furniture & Equipment 5 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
DESCRIPTION OF BUSINESS AND S_4
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 05, 2019 | Feb. 08, 2019 | Sep. 30, 2021 | Dec. 31, 2020 |
Reverse stock split, description | Earnings per share information for the three months ended September 30, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in September 2020. | |||
Liabilities | $ 4,991,823 | $ 4,973,752 | ||
G&C Family Group, LLC [Member] | Real Estate Lien Note [Member] | ||||
Return for cancellation of building | $ 1,300,000 | |||
Setco International Forwarding Corporation [Member] | Real Estate Lien Note [Member] | ||||
Elimination of debt | $ 1,125,000 | |||
Setco International Forwarding Corporation [Member] | Promissory Note [Member] | ||||
Elimination of debt | $ 500,000 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other current assets | $ 114,132 | $ 107,289 |
Other assets non current | $ 3,026,045 | $ 3,131,545 |
Finite-Lived intangible asset, useful life, description | 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 (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Dec. 31, 2020shares | Dec. 30, 2020shares | Dec. 29, 2020shares | Dec. 28, 2020shares | Dec. 24, 2020shares | Dec. 21, 2020shares | Dec. 17, 2020shares | Dec. 15, 2020shares | Dec. 14, 2020shares | Dec. 10, 2020shares | Dec. 08, 2020shares | Dec. 03, 2020shares | Nov. 02, 2020shares | Oct. 16, 2020shares | Oct. 06, 2020shares | Sep. 29, 2020shares | Sep. 25, 2020shares | Sep. 24, 2020shares | Sep. 23, 2020shares | Sep. 21, 2020shares | Feb. 28, 2019shares | Feb. 27, 2019shares | Feb. 26, 2019shares | Feb. 25, 2019shares | Feb. 25, 2019shares | Feb. 22, 2019shares | Feb. 22, 2019shares | Feb. 21, 2019shares | Feb. 20, 2019shares | Feb. 19, 2019shares | Feb. 14, 2019shares | Feb. 13, 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 ($)shares | Jun. 30, 2021shares | May 31, 2021shares | Apr. 30, 2021shares | Mar. 31, 2021shares | Feb. 28, 2021shares | Jan. 31, 2021shares | Aug. 31, 2019shares | Jul. 31, 2019shares | Jun. 30, 2019shares | May 31, 2019shares | Apr. 30, 2019shares | Mar. 31, 2019shares | Dec. 31, 2020USD ($) | Dec. 31, 2017USD ($)shares |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 188,059 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock shares sold | $ | $ 282,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split | The Company effected a 4 for 3 stock split in December 2017 and a 1 for 10,000 reverse stock split in September 2020. All transaction have been adjusted to reflect this split | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | $ | $ 24,915 | $ 74,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 207,339 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares for acquisition | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 121,391 | 272,828 | 240,884 | 81,633 | 105,658 | 84,153 | 81,481 | 84,153 | 72,700 | 76,691 | 72,860 | 69,583 | 66,294 | 51,170 | 60,693 | 57,808 | 39,085 | 336,134 | 31,872 | 30,409 | 3,400,000 | 2,535,211 | 1,140,000 | 2,300,000 | 677,966 | 847,458 | 1,000,000 | 670,000 | 400,000 | 120,000 | 538,095 | 60,000 | 1,295,828 | 3,162,717 | 12,075,941 | 19,758,900 | 13,778,844 | 9,775,136 | 913,654,084 | 1,865,042,736 | 1,598,790,735 | 1,060,050,879 | 131,889,069 | 253,428,115 | ||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 209,643 | 100,636 | 72,860 | 2,900,000 | 1,250,000 | 2,000,000 | 1,129,944 | 1,000,000 | 1,000,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AMAST Consulting, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Area of Land | ft² | 12,223 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares for acquisition | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lease Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 1,067 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance payable to consultant | $ | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued, price per share | $ / shares | $ 1.125 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant One [Member] | Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Two [Member] | Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued for services | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third-Party Investor [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 12,668 | 19,003 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 80,000 | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third-Party Advisor Firm [Member] | Advisory Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 3,334 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments to non-refundable retainer | $ | $ 24,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Advisory Board Members [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 6,564 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 32,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Advisory Board Member [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 2,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 13,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholder [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of common stock issued | $ | $ 300,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jun. 25, 2021 | Jun. 09, 2021 | Apr. 20, 2021 | Mar. 19, 2021 | Feb. 08, 2021 | Oct. 12, 2019 | Sep. 27, 2019 | Apr. 16, 2019 | Mar. 25, 2019 | Feb. 15, 2019 | Jan. 18, 2019 | Aug. 29, 2018 | Aug. 24, 2018 | Aug. 14, 2018 | Aug. 08, 2018 | Apr. 26, 2018 | May 31, 2018 | Aug. 02, 2018 |
Convertible Notes Payable [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible promissory note, principal amount | $ 110,000 | $ 43,750 | $ 43,750 | $ 38,500 | $ 53,500 | $ 100,000 | $ 45,000 | $ 38,000 | $ 50,000 | $ 43,000 | $ 226,000 | $ 112,750 | $ 85,000 | $ 250,000 | $ 85,000 | $ 146,681 | $ 226,000 | |
Interest rate | 12.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 12.00% | 10.00% | 12.00% | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | 12.00% | |
Debt instrument, maturity date | Jun. 25, 2022 | Jun. 9, 2022 | Apr. 20, 2022 | Mar. 19, 2022 | Feb. 8, 2022 | Oct. 12, 2020 | Mar. 27, 2020 | Apr. 16, 2020 | Mar. 25, 2020 | Feb. 15, 2020 | Jul. 18, 2019 | Aug. 29, 2019 | Aug. 24, 2019 | May 6, 2019 | Aug. 8, 2019 | Apr. 26, 2019 | ||
Convertible Notes Payable One [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Convertible promissory note, principal amount | $ 88,000 | |||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Debt instrument, maturity date | Jun. 9, 2022 | |||||||||||||||||
Two Securities Purchase Agreements [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
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% | |||||||||||||||||
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 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Fair value of warrants | $ 31,852 |
ACCOUNTS RECEIVABLE AND CONCE_2
ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Outstanding accounts receivable balance | $ 89,000 | $ 211,222 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | ||
Revenue from related parties | $ 0 | $ 0 |