Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2021 | Jul. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
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 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
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 | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 415,106,933 | |
Auditor Firm ID | 6849 | |
Auditor Name | Hudgens CPA, PLLC | |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 137,638 | $ 6,641 |
Accounts receivable, net | 170,380 | 211,222 |
Other current assets and prepaids | 5,682 | 107,289 |
Total Current Assets | 313,700 | 325,152 |
Other assets | 3,131,545 | |
Total Assets | 313,700 | 3,456,697 |
Current Liabilities: | ||
Accounts payable | 30,206 | 10,833 |
Related party payables | 172,567 | 141,592 |
Accrued expenses | 352,176 | 233,688 |
Accrued interest payable | 74,270 | 99,445 |
Convertible notes payable, net | 980,290 | 829,540 |
Settlement Payable | 195,250 | |
Line of credit – related party | 483,677 | 483,677 |
Notes Payable | 3,174,977 | 3,174,977 |
Total Current Liabilities | 5,463,413 | 4,973,752 |
Total Liabilities | 5,463,413 | 4,973,752 |
Shareholders’ Deficit | ||
Common Stock, $0.001 par value | 172,478 | 3,616 |
Additional Paid-In-Capital | 7,536,452 | 5,285,449 |
Accumulated Deficit | (12,858,643) | (6,806,120) |
Total Shareholders’ (Deficit) | (5,149,713) | (1,517,055) |
Total Liabilities and Shareholders’ Equity (Deficit) | $ 313,700 | $ 3,456,697 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 1,315,669 | $ 750,682 |
Cost of Revenues | 494,698 | 113,717 |
Gross Profit | 820,971 | 636,965 |
Operating Expenses: | ||
General and administrative | 2,719,876 | 680,203 |
Total Operating Expenses | 2,719,876 | 680,203 |
Total Operating Loss | (1,898,905) | (43,236) |
Other Income (Expense) | ||
Gain (loss) on Extinguishment of Debt | (1,078,920) | 340,551 |
Impairment expense | (2,917,945) | |
Interest Expense | (613,703) | (125,438) |
Derivative Gain (Losses) | (521,289) | |
Other Income (Expense) | (14,356) | 124,646 |
Net Other Income (Expense) | (4,153,618) | (181,530) |
Net Loss | $ (6,052,523) | $ (224,947) |
Income per common share: | ||
Net loss per common share – basic and diluted | $ (0.04) | $ (0.07) |
Weighted Average Shares: | ||
Basic and diluted | 167,316,519 | 3,163,044 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Shareholders' Equity (Deficit) - 12 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 3,616 | $ 5,285,449 | $ (6,806,120) | $ (1,517,055) |
Balance, shares at Dec. 31, 2020 | 3,616,044 | |||
Beneficial Conversion Feature | 1,334,143 | 1,334,143 | ||
Issuance of Common Shares for Warrants, Shares | ||||
Issuance of Common Shares for Debt Conversions | $ 168,862 | 916,860 | 1,085,722 | |
Issuance of Common Shares for Debt Conversions, Shares | 168,861,981 | |||
Net Loss | (6,052,523) | (6,052,523) | ||
Balance at Dec. 31, 2021 | $ 172,478 | $ 7,536,452 | $ (12,858,643) | $ (5,149,713) |
Balance, shares at Dec. 31, 2021 | 172,478,025 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities: | ||
Net Loss | $ (6,052,523) | $ (224,947) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and Amortization | 213,600 | 221,067 |
Gain/loss on Extinguishment of Debt | 1,078,920 | 340,551 |
Amortization of debt discount | 539,433 | |
Impairment | 2,917,945 | |
Stock based compensation | 24,915 | |
Gain /Loss on Derivative Instruments | (521,289) | |
Change in Assets and Liabilities: | ||
Accounts Receivable | 40,842 | (203,755) |
Other Current Assets | 101,607 | 673,048 |
Other Assets | (190,658) | |
Accounts Payable | 19,373 | 22,922 |
Accrued Expenses | 192,758 | (50,112) |
Accrued Interest Payable | (185,105) | |
Net Cash Used by Operating Activities | (1,456,503) | (93,192) |
Financing Activities: | ||
Proceeds from convertible notes payable | 1,587,500 | 95,570 |
Net Cash Provided by Financing Activities | 1,587,500 | 95,570 |
Net increase in cash and cash equivalents | 130,997 | 2,378 |
Cash and cash equivalents | ||
Cash and cash equivalents at beginning of year | 6,641 | 4,263 |
Cash and cash equivalents at end of year | 137,638 | 6,641 |
Non-Cash Investing and Financing Activities: | ||
Common Shares Issued for Debt Conversions | 1,085,722 | 55,186 |
Beneficial conversion feature | $ 1,334,143 |
DESCRIPTION OF BUSINESS AND SIG
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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. (“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. 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. The Company had no Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers. 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. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. 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 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. 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, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in May 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, 2021 or operations or cash flows for the periods ended December 31 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 December 31, 2021. 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, 2021 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 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. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 2. STOCKHOLDERS’ EQUITY General On September 21, 2020, the Company issued 30,409 On September 23, 2020, the Company issued 31,872 On September 24, 2020, the Company issued 336,134 On September 25, 2020, the Company issued 39,085 On September 29, 2020, the Company issued 57,808 On October 6, 2020, the Company issued 60,693 On October 16, 2020, the Company issued 51,170 On November 2, 2020, the Company issued 66,294 On December 3, 2020, the Company issued 69,583 On December 8, 2020, the Company issued 72,860 On December 10, 2020, the Company issued 76,691 On December 10, 2020, the Company issued 72,860 On December 14, 2020, the Company issued 72,700 On December 15, 2020, the Company issued 84,153 On December 17, 2020, the Company issued 81,481 On December 21, 2020, the Company issued 84,153 On December 15, 2020, the Company issued 100,636 On December 24, 2020, the Company issued 105,658 On December 24, 2020, the Company issued 209,643 On December 28, 2020, the Company issued 81,633 On December 29, 2020, the Company issued 240,884 On December 30, 2020, the Company issued 272,828 On December 31, 2020, the Company issued 121,391 In January 2021, the Company issued a total of 9,775,136 In February 2021, the Company issued a total of 16,464,637 In March 2021, the Company issued a total of 19,758,900 In April 2021, the Company issued a total of 14,216,850 In May 2021, the Company issued a total of 9,404,717 In June 2021, the Company issued a total of 24,611,656 In July 2021, the Company issued a total of 25,599,299 In August 2021, the Company issued a total of 27,291,759 In September 2021, the Company issued a total of 1,720,213 In December 2021, the Company issued a total of 15,310,308 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 3. 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 10 887,500 112,500 2.50 50 200,000 175,000 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 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 April 26, 2019 226,000 12 January 27, 2019 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 88,000 8 May 18, 2022 43,750 10 June 9, 2022 88,000 12 June 9, 2022 110,000 12 June 25, 2022 110,000 8 August 6, 2022 333,333.33 12 August 9, 2022 200,000.00 12 August 10, 2022 100,000.00 12 August 20, 2022 27,500 8 September 1, 2022 55,000 8 September 1, 2022 155,000 12 September 2, 2022 11,000 8 September 9, 2022 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5. SUBSEQUENT EVENTS On January 4, 2022, the Company issued 8,000,000 |
DESCRIPTION OF BUSINESS AND S_2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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 |
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. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable consists of accrued services and consulting receivables due from customers. 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. Write-offs are recorded at the time when a customer receivable is deemed uncollectible. |
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 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. 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, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in May 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, 2021 or operations or cash flows for the periods ended December 31 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 December 31, 2021. 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, 2021 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 and to continue as a going concern is dependent upon the availability of future funding, continued growth in billings and sales contracts, and the Company’s ability to profitably meet its after-sale service commitments with its existing customers. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
DESCRIPTION OF BUSINESS AND S_3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Reverse stock split, description | Earnings per share information for the twelve months ended December 31, 2021 has been retroactively adjusted to reflect the stock split that occurred in December 2017 and the reverse stock split that occurred in May 2020 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - shares | 1 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2020 | Dec. 30, 2020 | Dec. 29, 2020 | Dec. 28, 2020 | Dec. 24, 2020 | Dec. 21, 2020 | Dec. 17, 2020 | Dec. 15, 2020 | Dec. 14, 2020 | Dec. 10, 2020 | Dec. 08, 2020 | Dec. 03, 2020 | Nov. 02, 2020 | Oct. 16, 2020 | Oct. 06, 2020 | Sep. 29, 2020 | Sep. 25, 2020 | Sep. 24, 2020 | Sep. 23, 2020 | Sep. 21, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | |
Convertible Note [Member] | ||||||||||||||||||||||||||||||
Short-Term Debt [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 | 15,310,308 | 1,720,213 | 27,291,759 | 25,599,299 | 24,611,656 | 9,404,717 | 14,216,850 | 19,758,900 | 16,464,637 | 9,775,136 |
Convertible Note One [Member] | ||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||||
Number of common shares issued for debt conversion | 209,643 | 100,636 | 72,860 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||||||||||||||||
Sep. 09, 2021 | Sep. 02, 2021 | Sep. 01, 2021 | Aug. 20, 2021 | Aug. 10, 2021 | Aug. 09, 2021 | Aug. 06, 2021 | Jun. 25, 2021 | Jun. 09, 2021 | May 18, 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 | Aug. 02, 2018 | Apr. 26, 2018 | May 31, 2018 | |
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 11,000 | $ 155,000 | $ 27,500 | $ 100,000 | $ 200,000 | $ 333,333.33 | $ 110,000 | $ 110,000 | $ 43,750 | $ 88,000 | $ 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 | $ 226,000 | $ 146,681 | |
Interest rate | 8% | 12% | 8% | 12% | 12% | 12% | 8% | 12% | 10% | 8% | 10% | 10% | 10% | 10% | 10% | 10% | 12% | 10% | 12% | 10% | 10% | 10% | 10% | 12% | 10% | |
Debt instrument, maturity date | Sep. 09, 2022 | Sep. 02, 2022 | Sep. 01, 2022 | Aug. 20, 2022 | Aug. 10, 2022 | Aug. 09, 2022 | Aug. 06, 2022 | Jun. 25, 2022 | Jun. 09, 2022 | May 18, 2022 | Apr. 20, 2022 | Mar. 19, 2022 | Feb. 08, 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 06, 2019 | Aug. 08, 2019 | Jan. 27, 2019 | Apr. 26, 2019 | |
Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 55,000 | $ 88,000 | ||||||||||||||||||||||||
Interest rate | 8% | 12% | ||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 01, 2022 | Jun. 09, 2022 | ||||||||||||||||||||||||
Two Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||
Convertible promissory note, principal amount | $ 1,000,000 | $ 200,000 | ||||||||||||||||||||||||
Interest rate | 10% | 10% | ||||||||||||||||||||||||
Total proceeds from notes | $ 887,500 | $ 175,000 | ||||||||||||||||||||||||
Discount on notes | $ 112,500 | |||||||||||||||||||||||||
Debt conversion price per share | $ 2.50 | |||||||||||||||||||||||||
Debt discount percentage | 50% | |||||||||||||||||||||||||
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 outstanding term | 5 years | |||||||||||||||||||||||||
Fair value of warrants | $ 31,852 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jan. 04, 2022 shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Common stock related to convertible note conversion | 8,000,000 |