Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
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 | 001-40447 | |
Entity Registrant Name | ORBSAT CORP | |
Entity Central Index Key | 0001058307 | |
Entity Tax Identification Number | 65-0783722 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 18851 NE 29th Avenue | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Aventura | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33180 | |
City Area Code | (305) | |
Local Phone Number | 560-5355 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,479,263 | |
Common Stock, par value $0.0001 [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | OSAT | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | OSATW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 17,138,644 | $ 728,762 |
Accounts receivable, net | 309,839 | 177,031 |
Inventory | 982,909 | 361,422 |
Unbilled revenue | 97,909 | 75,556 |
VAT receivable | 446,657 | |
Prepaid expenses | 8,653 | 1,784 |
Other current assets | 28,640 | 27,912 |
Total current assets | 19,013,251 | 1,372,467 |
Property and equipment, net | 995,157 | 1,106,164 |
Right of use | 30,658 | 55,606 |
Intangible assets, net | 81,250 | 100,000 |
Prepaid expenses – long term portion | 38,706 | |
Total assets | 20,159,022 | 2,634,237 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 884,046 | 1,052,603 |
Contract liabilities | 40,956 | 36,704 |
Note payable – current portion | 121,848 | |
Note payable Coronavirus loans– current portion | 55,943 | 41,831 |
Due to related party | 67,273 | 102,060 |
Lease liabilities – current | 27,801 | 30,125 |
Provision for income taxes | 56,560 | 18,957 |
Liabilities from discontinued operations | 112,397 | 112,397 |
Total current liabilities | 1,244,976 | 1,516,525 |
Long term liabilities: | ||
Convertible debt, net of discount, unamortized, $0 and $1,084,944, respectively | 209,323 | |
Note payable Coronavirus loans– long term | 268,528 | 320,626 |
Lease liabilities – long term | 22,574 | |
Total Liabilities | 1,513,504 | 2,069,048 |
Stockholders’ Equity: | ||
Common stock, ($0.0001 par value; 50,000,000 shares authorized, 6,469,263 shares issued and outstanding as of September 30, 2021 and 817,450 shares issued and outstanding at December 31, 2020, respectively) | 647 | 82 |
Additional paid-in capital | 37,090,491 | 14,486,492 |
Accumulated (deficit) | (18,445,638) | (13,878,553) |
Accumulated other comprehensive income (loss) | 18 | (42,832) |
Total stockholders’ equity | 18,645,518 | 565,189 |
Total liabilities and stockholders’ equity | $ 20,159,022 | $ 2,634,237 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Unamortized discount | $ 0 | $ 1,084,944 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,469,263 | 817,450 |
Common stock, shares outstanding | 6,469,263 | 817,450 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,250,278 | $ 1,475,393 | $ 5,667,966 | $ 4,163,750 |
Cost of sales | 1,757,142 | 1,076,929 | 4,195,823 | 3,159,593 |
Gross profit | 493,136 | 398,464 | 1,472,143 | 1,004,157 |
Operating expenses: | ||||
Selling and general administrative | 519,196 | 182,813 | 962,892 | 486,984 |
Salaries, wages and payroll taxes | 490,555 | 196,629 | 1,178,267 | 542,675 |
Stock based compensation | 1,321,564 | 130,400 | 1,321,564 | 130,400 |
Professional fees | 320,211 | 289,296 | 869,127 | 480,961 |
Depreciation and amortization | 78,456 | 73,697 | 225,404 | 217,992 |
Total operating expenses | 2,729,982 | 872,835 | 4,557,254 | 1,859,012 |
Loss before other expenses and income taxes | (2,236,846) | (474,371) | (3,085,111) | (854,855) |
Other (income) expense | ||||
Other income | (268) | (31,793) | ||
Gain on debt extinguishment | (20,832) | (269,261) | ||
Interest earned | (3,146) | (67) | (3,146) | (80) |
Interest expense | 2,385 | 641,460 | 1,463,986 | 797,807 |
Foreign currency exchange rate variance | 69,464 | (15,045) | 41,966 | 7,217 |
Total other (income) expense | 68,703 | 626,080 | 1,481,974 | 503,890 |
Net (loss) income before tax expense | (2,305,549) | (1,100,451) | (4,567,085) | (1,358,745) |
Provision for income taxes | ||||
Net (loss) income | (2,305,549) | (1,100,451) | (4,567,085) | (1,358,745) |
Comprehensive income (loss): | ||||
Net (loss) income | (2,305,549) | (1,100,451) | (4,567,085) | (1,358,745) |
Foreign currency translation adjustments | 55,584 | 5,602 | 42,850 | (19,840) |
Comprehensive income (loss) | $ (2,249,965) | $ (1,094,849) | $ (4,524,235) | $ (1,378,585) |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Weighted number of common shares outstanding – basic & diluted | 6,290,306 | 154,634 | 3,271,405 | 99,027 |
Basic and diluted net (loss) income per share | $ (0.37) | $ (7.12) | $ (1.40) | $ (13.72) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2 | $ 11,757,037 | $ (11,115,178) | $ (2,152) | $ 639,709 |
Balance, shares at Dec. 31, 2019 | 24,243 | ||||
Issuance common stock from convertible debt | $ 60 | 585,529 | 585,589 | ||
Issuance common stock from convertible debt, shares | 597,657 | ||||
Issuance of common stock related to exercise of options | $ 9 | 32,991 | 33,000 | ||
Issuance of common stock related to exercise of options, shares | 85,960 | ||||
Stock based compensation for options granted | 130,400 | 130,400 | |||
Stock issued for services | 62,750 | 62,750 | |||
Stock based compensation, shares | 5,000 | ||||
Beneficial conversion feature of convertible debt | 898,918 | 898,918 | |||
Comprehensive loss | (19,840) | (19,840) | |||
Net loss | (1,358,745) | (1,358,745) | |||
Ending balance, value at Sep. 30, 2020 | $ 71 | 13,467,625 | (12,473,923) | (21,992) | 971,781 |
Balance, shares at Sep. 30, 2020 | 712,860 | ||||
Beginning balance, value at Jun. 30, 2020 | $ 5 | 11,771,789 | (11,373,472) | (11,018) | 387,304 |
Balance, shares at Jun. 30, 2020 | 51,066 | ||||
Issuance common stock from convertible debt | $ 57 | 570,777 | 570,834 | ||
Issuance common stock from convertible debt, shares | 570,834 | ||||
Issuance of common stock related to exercise of options | $ 9 | 32,991 | 33,000 | ||
Issuance of common stock related to exercise of options, shares | 85,960 | ||||
Stock based compensation for options granted | 130,400 | 130,400 | |||
Stock issued for services | 62,750 | 62,750 | |||
Stock based compensation, shares | 5,000 | ||||
Beneficial conversion feature of convertible debt | 898,918 | 898,918 | |||
Comprehensive loss | (10,974) | (10,974) | |||
Net loss | (1,100,451) | (1,100,451) | |||
Ending balance, value at Sep. 30, 2020 | $ 71 | 13,467,625 | (12,473,923) | (21,992) | 971,781 |
Balance, shares at Sep. 30, 2020 | 712,860 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 82 | 14,486,492 | (13,878,553) | (42,832) | 565,189 |
Balance, shares at Dec. 31, 2020 | 817,450 | ||||
Issuance common stock from convertible debt | $ 135 | 1,644,132 | 1,644,267 | ||
Issuance common stock from convertible debt, shares | 1,345,468 | ||||
Issuance of common related to offering | $ 288 | 12,661,696 | 12,661,984 | ||
?Issuance of common related to offering, shares | 2,880,000 | ||||
Issuance of common for over-allotment | $ 43 | 1,983,226 | 1,983,269 | ||
?Issuance of common for over-allotment, shares | 432,000 | ||||
Issuance of warrants for over-allotment | 4,320 | 4,320 | |||
Issuance of common stock from exercise warrant | $ 92 | 4,629,448 | 4,629,540 | ||
Issuance of common stock from exercise warrant, shares | 925,908 | ||||
Issuance of common stock related to exercise of options | $ 2 | 4,998 | $ 5,000 | ||
Issuance of common stock related to exercise of options, shares | 17,437 | 19,200 | |||
Stock based compensation for options granted | 1,053,064 | $ 1,053,064 | |||
Stock based compensation for restricted stock awards | $ 5 | 268,495 | 268,500 | ||
Stock based compensation for restricted stock awards, shares | 50,000 | ||||
Issuance of common stock for services | 14,200 | 14,200 | |||
Issuance of common stock for services, shares | 1,000 | ||||
Beneficial conversion feature of convertible debt | 340,420 | 340,420 | |||
Comprehensive loss | 42,850 | 42,850 | |||
Net loss | (4,567,085) | (4,567,085) | |||
Ending balance, value at Sep. 30, 2021 | $ 647 | 37,090,491 | (18,445,638) | 18 | 18,645,518 |
Balance, shares at Sep. 30, 2021 | 6,469,263 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 548 | 31,139,486 | (16,140,089) | (55,566) | 14,944,379 |
Balance, shares at Jun. 30, 2021 | 5,476,918 | ||||
Issuance of common stock from exercise warrant | $ 92 | 4,624,448 | 4,624,540 | ||
Issuance of common stock from exercise warrant, shares | 924,908 | ||||
Issuance of common stock related to exercise of options | $ 2 | 4,998 | 5,000 | ||
Issuance of common stock related to exercise of options, shares | 17,437 | ||||
Stock based compensation for options granted | 1,053,064 | 1,053,064 | |||
Stock based compensation for restricted stock awards | $ 5 | 268,495 | 268,500 | ||
Stock based compensation for restricted stock awards, shares | 50,000 | ||||
Comprehensive loss | 55,584 | 55,584 | |||
Net loss | (2,305,549) | (2,305,549) | |||
Ending balance, value at Sep. 30, 2021 | $ 647 | $ 37,090,491 | $ (18,445,638) | $ 18 | $ 18,645,518 |
Balance, shares at Sep. 30, 2021 | 6,469,263 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (2,305,549) | $ (1,100,451) | $ (4,567,085) | $ (1,358,745) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 72,206 | 67,447 | 206,654 | 199,242 | |
Amortization of intangible asset | 18,750 | 18,750 | |||
Stock based compensation | 1,321,564 | 130,400 | |||
Stock issued for services | 14,200 | 62,750 | |||
Amortization of right to use | 24,948 | 23,773 | |||
Amortization of convertible debt discount, net | 1,425,365 | 752,130 | |||
Gain on debt extinguishment | (20,832) | (269,261) | |||
Change in operating assets and liabilities: | |||||
Accounts receivable | (132,808) | 81,739 | |||
Inventory | (621,487) | (135,648) | |||
Unbilled revenue | (22,353) | 877 | |||
VAT receivable | (446,657) | ||||
Prepaid expense | (45,575) | 16,812 | |||
Other current assets | (728) | 57,800 | |||
Accounts payable and accrued liabilities | (168,557) | (61,747) | |||
Lease liabilities | (24,898) | (21,562) | |||
Provision for income taxes | 37,603 | (1,330) | |||
Contract liabilities | 4,252 | (780) | |||
Net cash used in operating activities | (2,997,644) | (504,800) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (95,598) | (30,752) | |||
Net cash used in investing activities | (95,598) | (30,752) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from convertible note payable | 350,000 | 958,000 | |||
Proceeds from related party payable | 34,238 | ||||
Proceeds from common stock offering | 12,661,984 | ||||
Proceeds from warrant offering | 1,987,589 | ||||
Proceeds from exercise of warrant | 4,629,540 | ||||
Proceeds from exercise of options | 5,000 | 33,000 | |||
Proceeds of note payable | 343,907 | ||||
Repayments of line of credit | (19,685) | ||||
Repayments of related party payable | (69,025) | (18,889) | |||
Repayments of note payable | (121,848) | $ 0 | |||
Repayments of Coronavirus note payable | (11,189) | ||||
Net cash provided by financing activities | 19,466,289 | 1,296,333 | |||
Effect of exchange rate on cash | 36,835 | (19,130) | |||
Net increase in cash | 16,409,882 | 741,651 | |||
Cash beginning of period | 728,762 | 75,362 | 75,362 | ||
Cash end of period | $ 17,138,644 | $ 817,013 | 17,138,644 | 817,013 | $ 728,762 |
Cash paid during the period for | |||||
Interest | 144,187 | ||||
Income tax | |||||
Non-cash adjustments during the period for | |||||
Beneficial conversion feature on convertible debt | 340,420 | 898,918 | |||
Conversion of convertible debt into common shares | 1,644,267 | 585,589 | |||
Obtaining right of use asset for lease liability | $ 59,906 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the nine months ending September 30, 2021, are not necessarily indicative of the results for the remainder of the fiscal year. The consolidated financial statements as of December 31, 2020, have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of Orbsat Corp F/K/A/ Orbital Tracking Corp. (the “Company”) for the year ended December 31, 2020, which are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2021. The consolidated balance sheet as of December 31, 2020 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. (“Orbital Satcom”) and Global Telesat Communications Limited (“GTC”). All material intercompany balances and transactions have been eliminated in consolidation. Description of Business Orbsat Corp is a provider of satellite-based hardware, airtime and related services both in the United States and internationally. The Company’s principal focus is on growing the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s own tracking devices for use by retail customers worldwide. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split GTC was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock Orbital Satcom, a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp.” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split . A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors (the “Board”) subsequently approved a 1-for-5 reverse stock split . The Company filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 . The effective time of the reverse stock split was 12:01 a.m. ET on May 28, 2021. The Company’s common stock began trading on a split-adjusted basis commencing upon market open on May 28, 2021. The common stock has been assigned a new CUSIP number, 68557F 209. The warrants were assigned the CUSIP number, 68557F 118. No fractional shares of common stock were issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a whole share. All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split. On May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,” respectively ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, the Company entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly-owned subsidiary of the Company. Liquidity As an early-stage growth company, Orbsat’s ability to access capital is critical. On June 2, 2021, through an upsized underwritten public offering of 2,880,000 units at a price to the public of $ 5.00 per unit, the Company received gross proceeds of $ 14,400,000 In connection with closing of the June Offering, the Underwriter partially exercised its overallotment option and purchased an additional 432,000 0.01 4,320 432,000 2,155,680 As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 16,888,644 Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2021, and December 31, 2020, there is an allowance for doubtful accounts of $ 15,782 and $ 15,596 , respectively. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. Prepaid expenses Prepaid expenses amounted to $ 8,653 1,784 6,169 Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2021, closing rate at 1.342642 US$: GBP, quarterly average rate at 1.3784972 US$: GBP and yearly average rate at 1.3853499 US$: GBP, for the three and nine months ended September 30, 2020, closing rate at 1.2923 US$: GBP, quarterly average rate at 1.293173 US$: GBP and yearly average rate of 1.271713 . For the year ended December 31, 2020 closing rate at 1.260983 US$: GBP, average rate at 1.260983 US$: GBP. Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At September 30, 2021 and December 31, 2020, we had contract liabilities of $ 40,956 36,704 Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: ● Significant underperformance relative to expected historical or projected future operating results; ● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and ● Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company recorded an impairment charge of $ 0 0 ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 Depreciation expense for the three months ended September 30, 2021 and 2020 were $ 72,206 and $ 67,447 , respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 206,654 and $ 199,242 , respectively. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2021 and September 30, 2020, respectively. Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $ 0 Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the nine months ended September 30, 2021 and 2020, there were no Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the nine months ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2021 September 30, 2020 Convertible notes payable (1) - 1,152,411 Stock Options 854,892 7,809 Stock Warrants 2,530,092 800 Total 3,384,984 1,161,020 (1) There were 0 1,152,411 1,152,411 1.00 9.99 Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note 13). ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements In November 2018, the FASB amended Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 with ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. 25,536 1.3426420 34,286 At September 30, 2021, the Company had current and long-term operating lease liabilities of $ 27,801 0 30,658 Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 2 - INVENTORIES At September 30, 2021 and December 31, 2020, inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, 2021 December 31, 2020 Finished goods $ 982,909 $ 361,422 Less reserve for obsolete inventory - - Total $ 982,909 $ 361,422 For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company did not make any change for reserve for obsolete inventory. |
VAT RECEIVABLE
VAT RECEIVABLE | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
VAT RECEIVABLE | NOTE 3 – VAT RECEIVABLE On January 1, 2021, VAT rules relating to imports and exports between the UK and EU changed as a result, of the UK’s departure from the EU, (“BREXIT”). For the nine months ending September 30, 2021, the Company recorded a receivable in the amount of $ 446,657 174,402 |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses amounted to $ 8,653 1,784 6,169 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT At September 30, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Office furniture and fixtures $ 15,633 $ 6,470 Computer equipment 59,162 33,361 Rental equipment 47,345 48,187 Appliques 2,160,096 2,160,096 Website development 128,427 69,149 Property, Plant and Equipment, Gross 2,410,663 2,317,263 Less accumulated depreciation (1,415,506 ) (1,211,099 ) Total $ 995,157 $ 1,106,164 Depreciation expense for the three months ended September 30, 2021 and 2020 were $ 72,206 and $ 67,447 , respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 206,654 and $ 199,242 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS On December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain contracts from Global Telesat Corp. (“Global Telesat”). These contracts permit the Company to utilize the Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network. The purchase price for the contracts of $ 250,000 was paid by the Company under an asset purchase agreement by and among the Company, its wholly owned subsidiary, Orbital Satcom, Global Telesat and World Surveillance Group, Inc. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Included in the purchased assets are: (i) the rights and benefits granted to Global Telesat under each of the Globalstar Contracts, subject to certain exclusions, (ii) account and online access to the Globalstar Cody Simplex activation system, (iii) Global Telesat’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of Global Telesat’s rights and benefits directly and exclusively related to the Globalstar Contracts. Amortization of customer contracts are included in depreciation and amortization. For the nine months ended September 30, 2021 and 2020, the Company amortized $ 18,750 SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2021 $ 6,250 2022 25,000 2023 25,000 2024 25,000 Total $ 81,250 For the nine months ended September 30, 2021 and 2020, there were no additional expenditures on research and development. |
ACCOUNTS PAYABLE AND ACCRUED OT
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 721,294 $ 747,476 Rental deposits 11,580 10,761 Customer deposits payable 57,142 53,570 VAT liability & sales tax payable 16,971 50,453 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 138 99,982 Accrued other liabilities 10,973 24,413 Total $ 884,046 $ 1,052,603 |
LINE OF CREDIT
LINE OF CREDIT | 9 Months Ended |
Sep. 30, 2021 | |
Line Of Credit | |
LINE OF CREDIT | NOTE 8 – LINE OF CREDIT On October 9, 2019, Orbital Satcom Corp, entered into a short-term loan agreement for $ 29,000 , with Amazon Capital Services Inc. The one-year loan is paid monthly, has an interest rate of 9.72 %, with late payment penalty interest of 11.72 %. For the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $ 0 and $ 725 , respectively. The short-term line of credit balance as of September 30, 2021 and December 31, 2020, was $ 0 and $ 0 . ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
NOTE EXCHANGE AGREEMENT
NOTE EXCHANGE AGREEMENT | 9 Months Ended |
Sep. 30, 2021 | |
Note Exchange Agreement | |
NOTE EXCHANGE AGREEMENT | NOTE 9 – NOTE EXCHANGE AGREEMENT On April 30, 2019, the Company entered into a Shares for Note Exchange Agreement (each, an “Agreement” and collectively, the “Agreements”) with certain holders of the Company’s preferred stock (the “Converting Stockholders”). Pursuant to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting Stockholders for promissory notes as follows: SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES Series of Preferred Stock No. of Converting Holders of Preferred Stock Aggregate No. of Shares Held by Converting Stockholders Aggregate Principal Amount of Notes into which Shares Converted B 1 222 $ 11 C 1 123,526 $ 12,353 D 3 147,577 $ 29,516 F 1 23,333 $ 233 G 2 346,840 $ 3,468 H 3 916 $ 916 I 3 3,241 $ 3,241 J 5 4,296 $ 42,961 K 7 70,571 $ 70,571 L 3 1,333 $ 5,000 TOTAL: 721,855 $ 168,270 In exchange for the above-referenced shares of preferred stock, the Company issued a promissory note (each, a “Note” and collectively, the “Notes”) to each of the Converting Stockholders on April 30, 2019. Each Note bears interest at a rate of 6 In the event that any amount due under a Note is not paid as and when due, such amounts will accrue interest at the rate of 12 During the periods ended September 30, 2021 and December 31, 2020, the Company repaid $ 121,848 0 0 121,848 2,503 ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible notes payable – long term March 2021 Financing On March 5, 2021, the Company entered into a Note Purchase Agreement (the “March 2021 NPA”) by and between the Company and one individual accredited investor (the “Lender”). Pursuant to the terms of the March 2021 NPA, the Company sold a convertible promissory note with a principal amount of $ 350,000 7 12 The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021 Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $7.50 per share, and (b) a 30% discount to the price of the common stock in the qualified transaction. Following an event of default, the conversion price shall be adjusted to be equal to the lower of: (i) the then applicable conversion price or (ii) the price per share of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion. In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder, on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events. 10,000,000 The balances of the Company’s convertible notes payable consist of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2020 May 2019 Notes $ $ 462,085 August 2020 Notes - 588,182 December 2020 Notes - 244,000 March 2021 Notes - - - 1,294,267 Debt Discount - (1,084,944 ) - Total $ - $ 209,323 For the nine months ended September 30, 2021 and 2020, we amortized the discount on the debt, to interest expense of $ 1,425,365 and $ 752,130 . For the nine months ended September 30, 2021, the Holders converted a total of $ 1,644,267 of the convertible debt to 1,345,468 shares of common shares. On June 15, 2020, the change in conversion price from $0.50 to $1.00 per share, resulted in a difference in the carrying value of the balance of the note payable. Under ASC 470-50-40-13, if it is determined that the original and new debt instruments are substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. The original debt had a carrying value of $269,262 as of June 15, 2020, the fair value of the amended debt was $0 ($792,932 principle netted with the $792,392 note payable discount), which resulted a gain from the extinguishment of debt $269,262. Further, as of June 30, 2020, the Company recorded a beneficial conversion feature of the amended note of $17,041, resulting in a balance of unamortized discount notes payable of $775,892 as of June 30, 2020. For the three months ended September 30, 2020, the Company amortized discount on the debt, to interest expense of $ 348,563 427,329 For the nine months ended September 30, 2020, the Holders converted $ 585,589 of the convertible debt to common stock, resulting in an issuance of 597,657 common shares, 24,135 common shares at the conversion rate of $ 0.50 per share and 573,522 common shares at the conversion rate of $ 1.00 per share. The balance of the convertible notes at September 30, 2020, net of unamortized discount of $1,051,382, is $101,029. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CORONA VIRUS LOANS
CORONA VIRUS LOANS | 9 Months Ended |
Sep. 30, 2021 | |
Corona Virus Loans | |
CORONA VIRUS LOANS | NOTE 11 CORONA VIRUS LOANS On April 20, 2020, the Board, approved for its wholly owned UK subsidiary, Global Telesat Communications Limited (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £ 250,000 . On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (the “Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £ 250,000 , or $ 345,700 at an exchange rate of GBP:USD of 1.3828 . The Debenture bears interest beginning July 16, 2021, at a rate of 3.99% per annum over the Bank of England Base Rate (0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term of 6 years from the date of drawdown, July 15, 2026 , the “Maturity Date”. The first repayment of £ 4,167 (exclusive of interest) will be made 13 month(s) after July 16, 2020. Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds of the Debenture are to be used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. As of September 30, 2021, the Company has recorded $ 55,943 as current portion of notes payable and $ 268,528 as notes payable long term. On May 8, 2020, Orbsat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan. The loan is for $ 20,832 2 1 20,832 20,832 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 12 - STOCKHOLDERS’ EQUITY Capital Structure On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation. On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 750,000,000 50,000,000 220,000,000 200,000,000 20,000,000 Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150 On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split of the Company’s common stock, $ 0.0001 par value per share, and the Company’s preferred stock, $ 0.0001 par value per share, (ii) a reduction in the number of authorized shares of common stock in direct proportion to the reverse split (i.e. from 750,000,000 shares to 50,000,000 shares), and (iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the reverse split (i.e. from 50,000,000 shares to 3,333,333 shares). No fractional shares will be issued in connection with the reverse split. Stockholders who otherwise would be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of post-reverse split shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares. The reverse split was approved by FINRA on August 19, 2019. On May 28, 2021, the Company effected a reverse stock split of its common stock at a ratio of 1-for-5 . No fractional shares of common stock were issued as a result of the reverse split. Stockholders of record who were otherwise entitled to receive a fractional share received a whole share. The conversion or exercise prices of Company’s issued and outstanding convertible securities, stock options and warrants will be adjusted accordingly. All information presented in this Quarterly Report on Form 10-Q, other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split. Listing on the Nasdaq Capital Market On May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,” respectively. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2021, the authorized capital of the Company consists of 50,000,000 0.0001 3,333,333 0.0001 Preferred Stock As of September 30, 2021, there were 3,333,333 none Warrants As of September 30, 2021, there were 2,386,092 registered warrants authorized to purchase of common stock issued and outstanding. On June 2, 2021, the Company issued 2,880,000 2,880,000 5.00 5 years On June 10, 2021, the Company issued 1,000 1,000 5.00 5,000 On June 28, 2021, the Company issued an additional 432,000 432,000 5.00 5 years On July 6, 2021, the Company issued 78,500 78,500 5.00 392,500 On July 8, 2021, the Company issued 425,000 425,000 5.00 2,125,000 On July 12, 2021, the Company issued 2,000 2,000 5.00 10,000 On July 13, 2021, the Company issued 59,853 59,853 5.00 299,265 On July 14, 2021, the Company issued 278,555 278,555 5.00 1,392,775 On July 19, 2021, the Company issued 1,000 1,000 5.00 5,000 On July 30, 2021, the Company issued 80,000 80,000 5.00 400,000 Underwriter Warrants In addition to, but separate from, the registered warrants included in the units sold in the June Offering, the Company issued 144,000 five 5.50 110% As of September 30, 2021, there were 144,000 A summary of the status of the Company’s total outstanding warrants and changes during the nine months ended September 30, 2021 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 0.37 Granted 3,456,000 - - Exercised (925,908 ) - - Forfeited - - - Cancelled (800 ) - - Balance outstanding and exercisable at September 30, 2021 2,530,092 $ 5.03 4.67 As of September 30, 2021, and December 31, 2020, there were 2,530,092 800 Common Stock As of September 30, 2021, there were 50,000,000 6,469,263 On February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of (i) no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021. 2,686,337 63.5% On January 12, 2021, the Company issued an aggregate of 30,000 30,000 1.00 On February 23, 2021, the Company issued an aggregate of 80,289 80,289 1.00 On February 23, 2021, the Company issued an aggregate of 120,000 150,000 1.25 On February 23, 2021, the Company issued an aggregate of 1,000 14,200 On March 1, 2021, the Company issued an aggregate of 149,532 149,532 1.00 On March 1, 2021, the Company issued an aggregate of 38,616 48,270 1.25 On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5. The effective time of the reverse stock split will be 12:01 a.m. ET on May 28, 2021. On May 20, 2021, Company issued an aggregate of 29,800 29,800 1.00 On May 27, 2021, Company issued an aggregate of 897,231 shares of common stock upon the conversion of $ 1,156,377 of its convertible debt, at a weighted average conversion rate of $ 1.29 . On May 28, 2021, Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell to the Underwriter in an underwritten public offering 2,880,000 5.00 14,400,000 432,000 432,000 432,000 0.01 4,320 432,000 2,155,680 We have issued to the Underwriter warrants to purchase up to a total of 144,000 5.50 110% On June 10, 2021, the Company issued 1,000 1,000 5.00 5,000 On July 6, 2021, the Company issued 78,500 78,500 5.00 392,500 On July 8, 2021, the Company issued 425,000 425,000 5.00 2,125,000 On July 12, 2021, the Company issued 2,000 2,000 5.00 10,000 On July 13, 2021, the Company issued 59,853 59,853 5.00 299,265 On July 14, 2021, the Company issued 278,555 278,555 5.00 1,392,775 On July 15, 2021, the Company issued 5,000 5,000 5,000 On July 19, 2021, the Company issued 1,000 1,000 5.00 5,000 On July 30, 2021, the Company issued 80,000 80,000 5.00 400,000 On September 3, 2021, the Company issued 10,000 5.35 On September 14, 2021, the Company issued 40,000 5.35 On September 22, 2021, the Company issued a total of 12,437 14,200 2,763 1.00 1,000 ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Stock Options On August 24, 2021, the Company issued to Douglas Ellenoff, Chief Business Development Strategist, 300,000 options which are fully vested, to purchase its common stock. The Company will issue an additional 150,000 options per year for the next three years which will be fully vested at the end of each year, as long as Mr. Ellenoff remains employed by the Company. During the next three years, Mr. Ellenoff will be eligible to receive an additional 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. Such options have an exercise price of $5.35 per share and will terminate 5 years after they vest. Also on August 24, 2021, the Company granted 25,000 5.35 five The 325,000 options granted were valued on the grant date at approximately $ 3.24 per option or a total of $ 1,053,064 using a Black-Scholes option pricing model with the following assumptions: stock price of $5.37 per share (based on the closing price of the Company’s common stock of the date of issuance), volatility of 75.25% , expected term of 5 years , and a risk-free interest rate of 0.28% . In connection with the above stock option grant, for the nine months ended September 30, 2021, the Company recorded stock-based compensation of $ 1,053,064 . A summary of the status of the Company’s outstanding stock options and changes during the nine months ended September 30, 2021 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 325,000 - - Exercised 19,200 - - Forfeited (917 ) - - Cancelled (50,000 ) - - Balance outstanding at September 30, 2021 854,892 $ 3.30 7.54 Options exercisable at September 30, 2021 854,892 $ 3.30 7.54 Restricted Stock Awards On August 24, 2021, in connection with Paul R. Thomson employment as Executive Vice President, and currently Chief Financial Officer, and as a material inducement to enter into the Thomson Agreement, Mr. Thomson received a restricted stock grant of 25,000 10,000 15,000 5,000 Also on August 24, 2021, under the terms of the Ellenoff Agreement, Douglas Ellenoff, Chief Business Development Strategist, will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 of which were issued after the execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; These equity awards to Mr. Ellenoff were material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). In connection to the above awards for the issuance of 50,000 268,500 5.37 For the three and nine months ended September 30, 2021, the Company recorded total stock-based compensation for the awards and options granted of $ 1,321,564 . For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation of $ 130,400 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 - RELATED PARTY TRANSACTIONS As of September 30, 2021, the $ 67,273 17,227 37,237 3,771 3,740 5,298 67,273 102,060 The Company’s UK subsidiary, GTC has an over-advance line of credit with HSBC, for working capital needs. The over-advance limit is £ 25,000 33,566 1.34262 3.95% 4.05% ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company employs three individuals who are related to Mr. Phipps. The individuals earned gross wages totaling $ 107,042 58,149 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 - COMMITMENTS AND CONTINGENCIES COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business closures. The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate the negative impact on us. Although we expect the availability of vaccines and various treatments with respect to COVID-19 to have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments is uncertain. In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development, are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed. If the vaccines prove less effective than currently understood by the scientific community and the United States Food and Drug Administration, or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines, the pandemic may last longer, and could continue to impact our business for longer, than we currently expect. In response to COVID-19, governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations to practice social distancing. Although many governmental measures have had specific expiration dates, some of those measures have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the implementation of any potential future measures, especially if cases increase again across the United States, with the potential for additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the initial strain. Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers. We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the size of our workforce in the future; such reductions incur costs, and we can provide no assurance that we will be able to rehire our workforce in the event our business experiences a subsequent recovery. We took steps to curtail our operating expenses and conserve cash. We may elect or need to take additional remedial measures in the future as the information available to us continues to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers. There is no certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future, will be sufficient to mitigate the risks posed by COVID-19. Further, such measures could potentially materially adversely affect our business, financial condition and results of operations and create additional risks for us. Any escalation of COVID-19 cases across many of the markets we serve could have a negative impact on us. Specifically, we could be adversely impacted by limitations on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our stores to close or employees to remain at home; limitation of carriers to deliver our product to customers; product shortages; limitations on the ability of our customers to conduct their business and purchase our products and services; and limitations on the ability of our customers to pay us in a timely manner. These events could have a material, adverse effect on our results of operations, cash flows and liquidity. The ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will depend on future developments. The resumption of our normal business operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service providers. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable. Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current recession and any recession that may occur in the future. The success of our business depends on our global operations, including our supply chain and consumer demand, among other things. As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues. Our results of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020, reflect this impact; however, we expect that this trend may continue, and the full extent of the impact is unknown. In recent months, some governmental agencies in the US and Europe, where we produce the largest percentage of our sales, have lifted certain restrictions. However, if customer demand continues to be low, our future equipment sales, subscriber activations and sales margin will be impacted. Employment Agreements Phipps Employment Agreement On June 5, 2021, the Board caused the Company to enter into a new three-year employment agreement with David Phipps, effective June 2, 2021 (“Phipps Agreement”). The Phipps Agreement replaced his then existing employment agreement and has an initial term of three years. The Phipps agreement will be automatically extended for additional one-year term thereafter unless terminated by the Company or Mr. Phipps by written notice. Mr. Phipps’ annual base compensation is an aggregate of $ 350,000 . The Company may increase (but not decrease his compensation during its term. In addition, Mr. Phipps will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors. Mr. Phipps is also entitled to participate in any other executive compensation plans adopted by the Board of Directors, and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company may from time to time determine (the “Share Awards”). Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the equity incentive plan. The Company is required to pay or to reimburse Mr. Phipps for all reasonable out-of-pocket expenses actually incurred or paid by him in the course of his employment, consistent with the Company’s policy. Mr. Phipps will be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The Phipps Agreement may be terminated based on death or disability of Mr. Phipps, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The Phipps Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021, the Phipps Agreement was amended in order to, among other things, (i) change Mr. Phipps’ title to “President of Orbsat Corp and Chief Executive Officer of Global Operations” and (ii) to increase Mr. Phipps’s compensation by providing for an auto allowance $ 1,000 a month. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Fernandez May Employment Agreement On May 23, 2021, the Company entered into a three ( 3 12,000 100% 10,000 3,000,000 Fernandez June Employment Agreement On June 2, 2021, the Company entered into a new employment agreement (the “June Agreement”) with Charles M. Fernandez, with an initial term of 5 years 350,000 Mr. Fernandez will also be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The June Agreement may be terminated based on death or disability of Mr. Fernandez, for cause or without good reason, for cause or with good reason, as a result of the change of control of the Company and at the option of Mr. Fernandez with or without cause. The June Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. The Company will also reimburse Mr. Fernandez for any and all premium payments made by him to obtain and continue personal catastrophe and disability insurance coverages for himself, which policy will have policy limits not to exceed one hundred percent ( 100% 10,000 In addition, the June Agreement (which repeats, but not duplicates, a grant of restricted stock made under the May Agreement), Mr. Fernandez received an award of restricted stock with a grant date fair value equal to $ 3,000,000 5 If Mr. Fernandez’ employment is terminated for any reason at any time by the Company prior to the full vesting of the RSA without “Cause” (as that term is defined in the June Agreement), the RSA will vest and Mr. Fernandez will receive all right, title and interest in the balance of the securities granted to him in the RSA. During the term of the June Agreement and so long as Mr. Fernandez is employed by the Company, he may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors. On August 7, 2021, the June Agreement was amended in order to, among other things, increase Mr. Fernandez’s compensation by (i) providing for medical plan coverage for Mr. Fernandez and his family at the expense of the Company, and (ii) providing for an auto allowance $ 1,000 Uddin Employment Agreement On June 22, 2021, the Company appointed Sarwar Uddin as the Chief Financial Officer of the Company. Mr. Uddin replaced Thomas Seifert, whose employment by the Company terminated on the same date. The initial term of Mr. Uddin’s agreement is one year commencing on June 22, 2021. The term of the employment agreement will be automatically extended for additional one 240,000 600 On October 4, 2021, Sarwar Uddin, the Chief Financial Officer of Orbsat Corp (the “Company”), notified the Company of his resignation from all positions he holds with the Company. Mr. Uddin’s resignation will be effective as of the close of business on October 8, 2021. Carlise Employment Agreement On June 22, 2021, the Company appointed Theresa Carlise, Controller, Treasurer and Secretary. The initial term of Ms. Carlise agreement was one year. The term of the employment agreement will be automatically extended for additional one-year terms unless terminated by the Company or Ms. Carlise by written notice. Ms. Carlise’s annual base compensation is $ 180,000 1 3 Ellenoff Employment Agreement On August 24, 2021, Douglas S. Ellenoff was appointed to the positions of Chief Business Development Strategist of Orbsat Corp (the “Company”) and Vice Chairman of the Board of Directors of the Company. The appointment was made on the approval and recommendation of the Nominating Committee of the Board. Mr. Ellenoff was not appointed to any committees of the Board. In connection with Mr. Ellenoff’s appointment to the position of Chief Business Development Strategist of the Company, Mr. Ellenoff and the Company entered into a three Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 of which will be issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Corporation’s Common Stock, 300,000 of which will issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. 5.35 5 Thomson Employment Agreement On August 24, 2021, Paul R. Thomson was appointed to the position of Executive Vice President of the Company. Mr. Thomson’s appointment as Executive Vice President was effective on August 24, 2021, the date of that certain Employment Agreement between Mr. Thomson and the Company (the “Thomson Agreement”). The Thomson Agreement has an initial term of 3 250,000 In connection with Mr. Thomson’s employment, and as a material inducement to enter into the Thomson Agreements, Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. Lease Agreement Effective July 24, 2019, a three-year lease was signed for 2,660 25,536 2,717 1.276933 2,738 1.286618 July 23, 2022 On June 21, 2021, the Company entered into a lease agreement for office space in Aventura, FL. The term of the lease commenced on June 23, 2021 and has a minimum six-month term. The monthly rent for this office space is $ 1,210 November 30, 2021 Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any leases classified as financing leases. On August 12, 2021, the Company entered into a new lease agreement for 2,070 62 8,347 38,706 6,869 At September 30, 2021, the Company had current and long-term operating lease liabilities of $ 27,801 0 30,658 Net rent expense for the nine months ended September 30, 2021 and 2020 were $ 36,055 24,182 Litigation On June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause. Mr. Seifert asserts that the termination was not for cause and that he is owed all compensation payable under his employment agreement executed in June 2021. The Company’s position is that Mr. Seifert is not owed any additional consideration or compensation relating to his prior service with the Company, or arising under any employment agreement. Further, the Company asserts that Mr. Seifert engaged in misconduct during his tenure as the Company’s CFO. Mr. Seifert’s employment as Chief Financial Officer has resulted in two lawsuits. The Company initiated litigation against Mr. Seifert on June 28, 2021 in the Eleventh Judicial Circuit Court in and for Miami-Dade County. The parties to the suit are Orbsat Corp. and Thomas Seifert. The matter was designated Case No.: 2021-15243 CA 01. The Company’s case against Mr. Seifert is now pending in the United States District Court for the Southern District of Florida, which matter is designated Case No.: 1:21-cv-22436-DPG. The Company seeks damages under several legal theories, including breach of fiduciary duty, breach of an employment agreement, fraud in the inducement, fraudulent misrepresentation, and constructive fraud. The Company does not expect to obtain substantial monetary relief in its litigation against Mr. Seifert. On July 2, 2021, Mr. Seifert filed suit against the Company in the United States District Court for the Southern District of Florida. The parties to the suit are Thomas Seifert, Orbsat Corp. and Charles Fernandez, Orbsat’s Chairman and Chief Executive Officer. The matter is designated Case No.: 1:21-cv-22410-MGC. Mr. Seifert seeks damages under several legal theories, including breach of an employment agreement, retaliatory discharge, libel per se, and negligent misrepresentation. The Company believes it has adequate defenses to defeat Mr. Seifert’s claims. From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 15 - CONCENTRATIONS Customers: Amazon accounted for approximately 64.0 60.1 64.8 64.9 Suppliers: The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the nine months ended September 30, 2021 and 2020. SCHEDULE OF CONCENTRATION RISK September 30, 2021 September 30, 2020 Satcom Global $ 824,339 18.0 % $ 270,641 8.4 % Globalstar Europe $ 508,359 11.1 % $ 304,751 9.5 % Garmin $ 728,797 16.0 % $ 376,741 11.8 % Network Innovations $ 465,417 10.2 % $ 697,902 21.8 % Cygnus Telecom $ 554,998 12.2 % $ 376,741 13.2 % The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Satcom Global $ 303,944 19.9 % $ 123,435 11.0 % Globalstar Europe $ 215,289 14.1 % $ 109,495 9.7 % Garmin $ 241,230 15.8 % $ 140,666 12.5 % Network Innovations $ 191,658 12.5 % $ 167,300 14.9 % Cygnus Telecom $ 165,889 10.8 % $ 141,364 12.6 % Geographic The following table sets forth revenue as to each geographic location, for the nine months ended September 30, 2021 and 2020: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION September 30, 2021 September 30, 2020 Europe $ 3,867,862 68.2 % $ 2,749,781 66.0 % North America 1,243,754 21.9 % 1,035,904 24.9 % South America 28,909 0.5 % 20,510 0.5 % Asia & Pacific 472,841 8.3 % 321,841 7.7 % Africa 54,600 1.0 % 35,714 0.9 % $ 5,667,966 $ 4,163,750 The following table sets forth revenue as to each geographic location, for the three months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Europe $ 1,469,172 65.3 % $ 1,044,503 70.8 % North America 571,603 25.4 % 290,065 19.7 % South America 13,035 0.6 % 8,609 0.6 % Asia & Pacific 182,001 8.1 % 122,899 8.4 % Africa 14,467 0.6 % 9,317 0.6 % $ 2,250,278 $ 1,475,393 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On October 4, 2021, Sarwar Uddin, the Chief Financial Officer of Orbsat Corp (the “Company”), notified the Company of his resignation from all positions he holds with the Company. Mr. Uddin’s resignation will be effective as of the close of business on October 8, 2021. On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson will also become the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”). On October 7, 2021, the Board appointed Andrew Cohen as Senior Vice President of Operations of the Company, effective October 8, 2021. In connection with Mr. Cohen’s appointment, the Company entered into an employment agreement, dated October 8, 2021 (the “Cohen Agreement”), that sets forth the terms of his employment. The Cohen Agreement has an initial term of 3 years 250,000 Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. On October 7, 2021, on the approval and recommendation of the Compensation Committee, the Board approved a plan to make bonus payments of $ 3,000 On October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Theresa Carlise, the Company’s Chief Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1 3 On October 21, 2021, the Company issued 10,000 5.35 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. (“Orbital Satcom”) and Global Telesat Communications Limited (“GTC”). All material intercompany balances and transactions have been eliminated in consolidation. |
Description of Business | Description of Business Orbsat Corp is a provider of satellite-based hardware, airtime and related services both in the United States and internationally. The Company’s principal focus is on growing the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s own tracking devices for use by retail customers worldwide. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split GTC was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock Orbital Satcom, a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp.” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split . A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors (the “Board”) subsequently approved a 1-for-5 reverse stock split . The Company filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 . The effective time of the reverse stock split was 12:01 a.m. ET on May 28, 2021. The Company’s common stock began trading on a split-adjusted basis commencing upon market open on May 28, 2021. The common stock has been assigned a new CUSIP number, 68557F 209. The warrants were assigned the CUSIP number, 68557F 118. No fractional shares of common stock were issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a whole share. All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split. On May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,” respectively ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, the Company entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly-owned subsidiary of the Company. |
Liquidity | Liquidity As an early-stage growth company, Orbsat’s ability to access capital is critical. On June 2, 2021, through an upsized underwritten public offering of 2,880,000 units at a price to the public of $ 5.00 per unit, the Company received gross proceeds of $ 14,400,000 In connection with closing of the June Offering, the Underwriter partially exercised its overallotment option and purchased an additional 432,000 0.01 4,320 432,000 2,155,680 As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 16,888,644 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2021, and December 31, 2020, there is an allowance for doubtful accounts of $ 15,782 and $ 15,596 , respectively. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. |
Prepaid expenses | Prepaid expenses Prepaid expenses amounted to $ 8,653 1,784 6,169 |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTC, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2021, closing rate at 1.342642 US$: GBP, quarterly average rate at 1.3784972 US$: GBP and yearly average rate at 1.3853499 US$: GBP, for the three and nine months ended September 30, 2020, closing rate at 1.2923 US$: GBP, quarterly average rate at 1.293173 US$: GBP and yearly average rate of 1.271713 . For the year ended December 31, 2020 closing rate at 1.260983 US$: GBP, average rate at 1.260983 US$: GBP. |
Revenue Recognition and Unearned Revenue | Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At September 30, 2021 and December 31, 2020, we had contract liabilities of $ 40,956 36,704 |
Cost of Product Sales and Services | Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. |
Intangible assets | Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 |
Goodwill and other intangible assets | Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: ● Significant underperformance relative to expected historical or projected future operating results; ● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and ● Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company recorded an impairment charge of $ 0 0 ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Property and Equipment | Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 Depreciation expense for the three months ended September 30, 2021 and 2020 were $ 72,206 and $ 67,447 , respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 206,654 and $ 199,242 , respectively. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2021 and September 30, 2020, respectively. |
Accounting for Derivative Instruments | Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $ 0 |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the nine months ended September 30, 2021 and 2020, there were no |
Earnings per Common Share | Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the nine months ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2021 September 30, 2020 Convertible notes payable (1) - 1,152,411 Stock Options 854,892 7,809 Stock Warrants 2,530,092 800 Total 3,384,984 1,161,020 (1) There were 0 1,152,411 1,152,411 1.00 9.99 |
Related Party Transactions | Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note 13). ORBSAT CORP AND SUBSIDIARIES FKA: ORBITAL TRACKING CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2018, the FASB amended Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 with ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. 25,536 1.3426420 34,286 At September 30, 2021, the Company had current and long-term operating lease liabilities of $ 27,801 0 30,658 Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 |
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS | The following are dilutive common stock equivalents during the nine months ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2021 September 30, 2020 Convertible notes payable (1) - 1,152,411 Stock Options 854,892 7,809 Stock Warrants 2,530,092 800 Total 3,384,984 1,161,020 (1) There were 0 1,152,411 1,152,411 1.00 9.99 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | At September 30, 2021 and December 31, 2020, inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, 2021 December 31, 2020 Finished goods $ 982,909 $ 361,422 Less reserve for obsolete inventory - - Total $ 982,909 $ 361,422 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At September 30, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 Office furniture and fixtures $ 15,633 $ 6,470 Computer equipment 59,162 33,361 Rental equipment 47,345 48,187 Appliques 2,160,096 2,160,096 Website development 128,427 69,149 Property, Plant and Equipment, Gross 2,410,663 2,317,263 Less accumulated depreciation (1,415,506 ) (1,211,099 ) Total $ 995,157 $ 1,106,164 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2021 $ 6,250 2022 25,000 2023 25,000 2024 25,000 Total $ 81,250 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES September 30, 2021 December 31, 2020 Accounts payable $ 721,294 $ 747,476 Rental deposits 11,580 10,761 Customer deposits payable 57,142 53,570 VAT liability & sales tax payable 16,971 50,453 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 138 99,982 Accrued other liabilities 10,973 24,413 Total $ 884,046 $ 1,052,603 |
NOTE EXCHANGE AGREEMENT (Tables
NOTE EXCHANGE AGREEMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Note Exchange Agreement | |
SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES | SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES Series of Preferred Stock No. of Converting Holders of Preferred Stock Aggregate No. of Shares Held by Converting Stockholders Aggregate Principal Amount of Notes into which Shares Converted B 1 222 $ 11 C 1 123,526 $ 12,353 D 3 147,577 $ 29,516 F 1 23,333 $ 233 G 2 346,840 $ 3,468 H 3 916 $ 916 I 3 3,241 $ 3,241 J 5 4,296 $ 42,961 K 7 70,571 $ 70,571 L 3 1,333 $ 5,000 TOTAL: 721,855 $ 168,270 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | The balances of the Company’s convertible notes payable consist of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, December 31, 2020 May 2019 Notes $ $ 462,085 August 2020 Notes - 588,182 December 2020 Notes - 244,000 March 2021 Notes - - - 1,294,267 Debt Discount - (1,084,944 ) - Total $ - $ 209,323 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES | A summary of the status of the Company’s total outstanding warrants and changes during the nine months ended September 30, 2021 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 0.37 Granted 3,456,000 - - Exercised (925,908 ) - - Forfeited - - - Cancelled (800 ) - - Balance outstanding and exercisable at September 30, 2021 2,530,092 $ 5.03 4.67 |
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES | A summary of the status of the Company’s outstanding stock options and changes during the nine months ended September 30, 2021 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 325,000 - - Exercised 19,200 - - Forfeited (917 ) - - Cancelled (50,000 ) - - Balance outstanding at September 30, 2021 854,892 $ 3.30 7.54 Options exercisable at September 30, 2021 854,892 $ 3.30 7.54 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the nine months ended September 30, 2021 and 2020. SCHEDULE OF CONCENTRATION RISK September 30, 2021 September 30, 2020 Satcom Global $ 824,339 18.0 % $ 270,641 8.4 % Globalstar Europe $ 508,359 11.1 % $ 304,751 9.5 % Garmin $ 728,797 16.0 % $ 376,741 11.8 % Network Innovations $ 465,417 10.2 % $ 697,902 21.8 % Cygnus Telecom $ 554,998 12.2 % $ 376,741 13.2 % The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended September 30, 2021 and 2020. September 30, 2021 September 30, 2020 Satcom Global $ 303,944 19.9 % $ 123,435 11.0 % Globalstar Europe $ 215,289 14.1 % $ 109,495 9.7 % Garmin $ 241,230 15.8 % $ 140,666 12.5 % Network Innovations $ 191,658 12.5 % $ 167,300 14.9 % Cygnus Telecom $ 165,889 10.8 % $ 141,364 12.6 % |
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION | The following table sets forth revenue as to each geographic location, for the nine months ended September 30, 2021 and 2020: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION September 30, 2021 September 30, 2020 Europe $ 3,867,862 68.2 % $ 2,749,781 66.0 % North America 1,243,754 21.9 % 1,035,904 24.9 % South America 28,909 0.5 % 20,510 0.5 % Asia & Pacific 472,841 8.3 % 321,841 7.7 % Africa 54,600 1.0 % 35,714 0.9 % $ 5,667,966 $ 4,163,750 The following table sets forth revenue as to each geographic location, for the three months ended September 30, 2021 and 2020: September 30, 2021 September 30, 2020 Europe $ 1,469,172 65.3 % $ 1,044,503 70.8 % North America 571,603 25.4 % 290,065 19.7 % South America 13,035 0.6 % 8,609 0.6 % Asia & Pacific 182,001 8.1 % 122,899 8.4 % Africa 14,467 0.6 % 9,317 0.6 % $ 2,250,278 $ 1,475,393 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Appliques [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
SCHEDULE OF DILUTIVE COMMON STO
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS (Details) - shares | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 3,384,984 | 1,161,020 | |
Convertible Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 1,152,411 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 854,892 | 7,809 | |
Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,530,092 | 800 | |
[1] | There were 0 1,152,411 1,152,411 1.00 9.99 |
SCHEDULE OF DILUTIVE COMMON S_2
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS (Details) (Parenthetical) - Convertible Notes Payable [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock issuable upon conversion, shares | 0 | 1,152,411 |
Common stock issuable upon conversion | $ 1,152,411 | |
Debt conversion price per share | $ 1 | |
Beneficial ownership limitations percentage | 9.99% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Jun. 28, 2021USD ($)shares | Jun. 02, 2021USD ($)$ / sharesshares | May 28, 2021 | May 26, 2021 | Mar. 24, 2021 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Apr. 21, 2010 | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021GBP (£) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Reverse stock split | ratio of 1-for-5 | 1-for-5 reverse stock split | stock split not to exceed 1 for 5 reverse stock split | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | 1:150 reverse split of our common stock | |||||||||
Number of shares issued | shares | 2,880,000 | |||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 5 | |||||||||||||||
Proceeds from issuance of common stock | $ 14,400,000 | $ 12,661,984 | ||||||||||||||
Proceeds from warrants | 1,987,589 | |||||||||||||||
Cash, FDIC Insured Amount | $ 250,000 | 250,000 | ||||||||||||||
Cash, Uninsured Amount | 16,888,644 | 16,888,644 | ||||||||||||||
Accounts Receivable, Allowance for Credit Loss | 15,782 | 15,782 | $ 15,596 | |||||||||||||
Prepaid expenses | 8,653 | 8,653 | 1,784 | |||||||||||||
Prepaid rent | 6,169 | 6,169 | ||||||||||||||
Contract liabilities | 40,956 | $ 40,956 | 36,704 | |||||||||||||
Intangible asset, amortization period | 10 years | 10 years | ||||||||||||||
Goodwill and intangible assets impairment charge | $ 0 | 0 | ||||||||||||||
Depreciation | $ 72,206 | $ 67,447 | $ 206,654 | 199,242 | ||||||||||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | $ 0 | ||||||||||||||
Research and development | $ 0 | $ 0 | ||||||||||||||
Current operating lease liabilities | $ 27,801 | 27,801 | 30,125 | |||||||||||||
Long-term operating lease liabilities | 22,574 | |||||||||||||||
Right of use assets | $ 30,658 | $ 30,658 | $ 55,606 | |||||||||||||
UK Office and Warehouse [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.3426420 | 1.3426420 | ||||||||||||||
Annual rent | $ 34,286 | £ 25,536 | ||||||||||||||
Yearly Average Rate [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.286618 | |||||||||||||||
US$: GBP [Member] | Closing Rate [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.342642 | 1.342642 | 1.2923 | 1.260983 | ||||||||||||
US$: GBP [Member] | Quarterly Average Rate [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.3784972 | 1.293173 | ||||||||||||||
US$: GBP [Member] | Yearly Average Rate [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.3853499 | 1.3853499 | 1.271713 | 1.260983 | ||||||||||||
Maximum [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||||||||||||
June Offering [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Warrants to purchase common stock | shares | 432,000 | |||||||||||||||
Warrants exercise price | $ / shares | $ 0.01 | |||||||||||||||
Proceeds from warrants | $ 4,320 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Number of shares issued | shares | 432,000 | |||||||||||||||
Proceeds from issuance of common stock | $ 2,155,680 | |||||||||||||||
EClips Media Technologies, Inc [Member] | ||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||
Reverse stock split | effecting a 2:1 forward split |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 982,909 | $ 361,422 |
Less reserve for obsolete inventory | ||
Total | $ 982,909 | $ 361,422 |
VAT RECEIVABLE (Details Narrati
VAT RECEIVABLE (Details Narrative) - USD ($) | Nov. 15, 2021 | Sep. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
VAT receivable | $ 174,402 | $ 446,657 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses | ||
Prepaid expenses | $ 8,653 | $ 1,784 |
Prepaid rent | $ 6,169 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Office furniture and fixtures | $ 15,633 | $ 6,470 |
Computer equipment | 59,162 | 33,361 |
Rental equipment | 47,345 | 48,187 |
Appliques | 2,160,096 | 2,160,096 |
Website development | 128,427 | 69,149 |
Property, Plant and Equipment, Gross | 2,410,663 | 2,317,263 |
Less accumulated depreciation | (1,415,506) | (1,211,099) |
Total | $ 995,157 | $ 1,106,164 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 72,206 | $ 67,447 | $ 206,654 | $ 199,242 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 6,250 | |
2022 | 25,000 | |
2023 | 25,000 | |
2024 | 25,000 | |
Total | $ 81,250 | $ 100,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Dec. 10, 2014 | Sep. 30, 2021 | Sep. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization expense | $ 18,750 | $ 18,750 | |
Contracts [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Indefinite-lived Intangible Assets Acquired | $ 250,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 721,294 | $ 747,476 |
Rental deposits | 11,580 | 10,761 |
Customer deposits payable | 57,142 | 53,570 |
VAT liability & sales tax payable | 16,971 | 50,453 |
Pre-merger accrued other liabilities | 65,948 | 65,948 |
Accrued interest | 138 | 99,982 |
Accrued other liabilities | 10,973 | 24,413 |
Total | $ 884,046 | $ 1,052,603 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | Oct. 09, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Interest Expense, Other | $ 0 | $ 725 | ||
Line of Credit, Current | $ 0 | $ 0 | ||
Orbsat Satcom Corp [Member] | Short Term Loan Agreement [Member] | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 29,000 | |||
Expiration period | 1 year | |||
Interest rate | 9.72% | |||
Late paayment interest rate | 11.72% |
SCHEDULE OF EXCHANGE FOR CONVER
SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES (Details) - Note Exchange Agreement [Member] | Apr. 30, 2019USD ($)Integershares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Aggregate No. of Shares Held by Converting Stockholders | shares | 721,855 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 168,270 |
Series B Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 222 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 11 |
Series C Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 123,526 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 12,353 |
Series D Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 147,577 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 29,516 |
Series F Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 23,333 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 233 |
Series G Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 2 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 346,840 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,468 |
Series H Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 916 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 916 |
Preferred Series I [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 3,241 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,241 |
Series J Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 5 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 4,296 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 42,961 |
Series K Preferred Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 7 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 70,571 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 70,571 |
Preferred Series L [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 1,333 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 5,000 |
NOTE EXCHANGE AGREEMENT (Detail
NOTE EXCHANGE AGREEMENT (Details Narrative) - USD ($) | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Repayments from note payable | $ 121,848 | $ 0 | |||
Note payable - current portion | $ 121,848 | ||||
Interest on debt | $ 348,563 | $ 2,503 | |||
Note Exchange Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt instrument, interest rate | 6.00% | ||||
Debt instrument, interest rate basis for effective rate | In the event that any amount due under a Note is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid. The Company may prepay the Notes at any time. | ||||
Debt instrument, effective interest rate | 12.00% |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Convertible debt | $ 1,294,267 | |
Debt Discount | (1,084,944) | |
Total | 209,323 | |
May 2019 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | 462,085 | |
August 2020 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | 588,182 | |
December 2020 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt | 244,000 | |
March 2021 Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible debt |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 05, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Short-term Debt [Line Items] | ||||
Amortized discount on the debt | $ 1,425,365 | $ 752,130 | ||
Interest expense | $ 348,563 | 2,503 | ||
Unamortized notes payable | $ 427,329 | 427,329 | ||
Holders [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 1,644,267 | $ 585,589 | ||
Debt Conversion, Converted Instrument, Shares Issued | 1,345,468 | 597,657 | ||
Holders [Member] | Conversion Rate $0.50 [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 24,135 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | ||
Holders [Member] | Conversion Rate $0.20 [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | 573,522 | |||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 1 | ||
Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt principal amount | $ 350,000 | |||
Note bears interest rate | 7.00% | |||
Debt accrued interest rate | 12.00% | |||
Debt instrument description | The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021 Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $7.50 per share, and (b) a 30% discount to the price of the common stock in the qualified transaction. Following an event of default, the conversion price shall be adjusted to be equal to the lower of: (i) the then applicable conversion price or (ii) the price per share of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion. In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder, on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events. | |||
Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | Minimum [Member] | ||||
Short-term Debt [Line Items] | ||||
Gross proceeds from convertible debt | $ 10,000,000 |
CORONA VIRUS LOANS (Details Nar
CORONA VIRUS LOANS (Details Narrative) | May 23, 2021USD ($) | Jul. 16, 2020USD ($) | Jul. 16, 2020GBP (£) | May 08, 2020USD ($) | Apr. 20, 2020GBP (£) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Loan | $ 343,907 | |||||||
Notes Payable, Noncurrent | 268,528 | $ 320,626 | ||||||
Notes Payable, Current | $ 121,848 | |||||||
Gain on loan fogiven | 20,832 | |||||||
Coronavirus Loans [Member] | ||||||||
Notes Payable, Noncurrent | 268,528 | |||||||
Notes Payable, Current | $ 55,943 | |||||||
Coronavirus Loans [Member] | Payroll Protection Program [Member] | ||||||||
Loan | $ 20,832 | |||||||
Loan term | 2 years | |||||||
Interest rate | 1.00% | |||||||
Loan forgiven | $ 20,832 | |||||||
Coronavirus Loans [Member] | First Repayment [Member] | ||||||||
Notes Payable, Noncurrent | £ | £ 4,167 | |||||||
Coronavirus Loans [Member] | Lenders [Member] | ||||||||
Loan | $ 345,700 | £ 250,000 | ||||||
Loan term | 6 years | 6 years | ||||||
Line of Credit Facility, Expiration Date | Jul. 15, 2026 | Jul. 15, 2026 | ||||||
Coronavirus Loans [Member] | Lenders [Member] | US$: GBP [Member] | ||||||||
Foreign Currency Exchange Rate, Translation | 1.3828 | |||||||
Global Telesat Communications Limited [Member] | Maximum [Member] | ||||||||
Loan | £ | £ 250,000 |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of warrants, Beginning Balance | shares | 800 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 300 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 4 months 13 days |
Number of warrants, Granted | shares | 3,456,000 |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of warrants, Exercised | shares | (925,908) |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of warrants, Forfeited | shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Number of warrants, Cancelled | shares | (800) |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Number of warrants, Ending Balance | shares | 2,530,092 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 5.03 |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 4 years 8 months 1 day |
SCHEDULE OF OUTSTANDING STOCK O
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES (Details) | Aug. 24, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares |
Equity [Abstract] | ||
Number of Options, Outstanding Balance Beginning | shares | 600,009 | |
Weighted Average Exercise Price, Outstanding Balance Beginning | $ / shares | $ 2.35 | |
Weighted Average Remaining Contractual Life (Years), Beginning Outstanding | 9 years 10 months 28 days | |
Number of Options, Granted | shares | 325,000 | 325,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3.24 | |
Number of Options, Exercised | shares | 19,200 | |
Weighted Average Exercise Price, Exercised | $ / shares | ||
Number of Options, Forfeited | shares | (917) | |
Weighted Average Exercise Price, Forfeited | $ / shares | ||
Number of Options, Cancelled | shares | (50,000) | |
Weighted Average Exercise Price, Cancelled | $ / shares | ||
Number of Options, Outstanding Balance Ending | shares | 854,892 | |
Weighted Average Exercise Price, Outstanding Balance Ending | $ / shares | $ 3.30 | |
Weighted Average Remaining Contractual Life (Years), Ending Outstanding | 7 years 6 months 14 days | |
Number of Options Exercisable | shares | 854,892 | |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | $ 3.30 | |
Weighted Average Remaining Contractual Life (Years), Exercisable | 7 years 6 months 14 days |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Sep. 22, 2021$ / sharesshares | Sep. 14, 2021$ / sharesshares | Sep. 03, 2021$ / sharesshares | Aug. 24, 2021USD ($)$ / sharesshares | Jul. 30, 2021USD ($)$ / sharesshares | Jul. 19, 2021USD ($)$ / sharesshares | Jul. 15, 2021USD ($)shares | Jul. 14, 2021USD ($)$ / sharesshares | Jul. 13, 2021USD ($)$ / sharesshares | Jul. 12, 2021USD ($)$ / sharesshares | Jul. 08, 2021USD ($)$ / sharesshares | Jul. 06, 2021USD ($)$ / sharesshares | Jun. 28, 2021$ / sharesshares | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 10, 2021USD ($)$ / sharesshares | Jun. 02, 2021USD ($)$ / sharesshares | May 28, 2021USD ($)$ / sharesshares | May 27, 2021USD ($)$ / sharesshares | May 26, 2021 | May 20, 2021USD ($)$ / sharesshares | Mar. 24, 2021 | Mar. 02, 2021USD ($)$ / sharesshares | Feb. 23, 2021USD ($)$ / sharesshares | Feb. 19, 2021shares | Jan. 12, 2021USD ($)$ / sharesshares | Aug. 19, 2019 | Jul. 24, 2019$ / sharesshares | Mar. 08, 2018 | Mar. 28, 2014 | Sep. 30, 2021$ / sharesshares | Sep. 30, 2020shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020$ / sharesshares | Mar. 05, 2016shares | Mar. 04, 2016shares |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Authorized capital | 800,000,000 | 220,000,000 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 750,000,000 | 200,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 50,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||
Reverse split | ratio of 1-for-5 | 1-for-5 reverse stock split | stock split not to exceed 1 for 5 reverse stock split | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | 1:150 reverse split of our common stock | |||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 925,908 | |||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 12,661,984 | |||||||||||||||||||||||||||||||||||
Common stock, shares issued | 6,469,263 | 6,469,263 | 817,450 | |||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 2,530,092 | 2,530,092 | 800 | |||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 6,469,263 | 6,469,263 | 817,450 | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 14,200 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 14,400,000 | 12,661,984 | ||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 4,629,540 | |||||||||||||||||||||||||||||||||||
Options exercised, cashless | 19,200 | |||||||||||||||||||||||||||||||||||
Options granted | 325,000 | 325,000 | ||||||||||||||||||||||||||||||||||
Stock option exercise price | $ / shares | $ 3.24 | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 1,053,064 | |||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ | $ 1,321,564 | $ 130,400 | ||||||||||||||||||||||||||||||||||
Measurement Input Expected Volatility [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Derivative Liability, Measurement Input | 75.25 | |||||||||||||||||||||||||||||||||||
Measurement Input, Expected Term [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Derivative liability measurement input term | 5 years | |||||||||||||||||||||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Derivative Liability, Measurement Input | 0.28 | |||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Reverse split | no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021. | |||||||||||||||||||||||||||||||||||
Number of common stock shares owned | 2,686,337 | |||||||||||||||||||||||||||||||||||
Common stock shares issued outstanding percentage | 63.50% | |||||||||||||||||||||||||||||||||||
Douglas Ellenoff, Chief Business Development Strategist [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares issued | 50,000 | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | On August 24, 2021, the Company issued to Douglas Ellenoff, Chief Business Development Strategist, 300,000 options which are fully vested, to purchase its common stock. The Company will issue an additional 150,000 options per year for the next three years which will be fully vested at the end of each year, as long as Mr. Ellenoff remains employed by the Company. During the next three years, Mr. Ellenoff will be eligible to receive an additional 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. Such options have an exercise price of $5.35 per share and will terminate 5 years after they vest. | |||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ | 268,500 | |||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 5.37 | |||||||||||||||||||||||||||||||||||
Paul R Thomson, Executive Vice President and Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Options granted | 25,000 | |||||||||||||||||||||||||||||||||||
Stock option exercise price | $ / shares | $ 5.35 | |||||||||||||||||||||||||||||||||||
Stock option vesting term | 5 years | |||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ | $ 1,053,064 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||||||||||||||||
Shares issued | 12,437 | 40,000 | 10,000 | 80,000 | 1,000 | 5,000 | 278,555 | 59,853 | 2,000 | 425,000 | 78,500 | 1,000 | 2,880,000 | |||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1 | $ 5.35 | $ 5.35 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |||||||||||||||||||||||||
Common stock shares issued | 80,000 | 1,000 | 278,555 | 59,853 | 2,000 | 425,000 | 78,500 | 1,000 | ||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 400,000 | $ 5,000 | $ 5,000 | $ 1,392,775 | $ 299,265 | $ 10,000 | $ 2,125,000 | $ 392,500 | $ 5,000 | $ 288 | ||||||||||||||||||||||||||
Common stock, shares issued | 6,469,263 | 6,469,263 | ||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 6,469,263 | 6,469,263 | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 149,532 | 80,289 | 30,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 149,532 | $ 80,289 | $ 30,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.29 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 14,200 | |||||||||||||||||||||||||||||||||||
Options exercised, cashless | 14,200 | 5,000 | 17,437 | 85,960 | 17,437 | 85,960 | ||||||||||||||||||||||||||||||
Options exercised | 2,763 | |||||||||||||||||||||||||||||||||||
Restricted stock award exercised | 1,000 | |||||||||||||||||||||||||||||||||||
Common Stock 1 [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Reverse split | 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5. The effective time of the reverse stock split will be 12:01 a.m. ET on May 28, 2021. | |||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 897,231 | 29,800 | 38,616 | 120,000 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 1,156,377 | $ 29,800 | $ 48,270 | $ 150,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants share authorized | 2,386,092 | 2,386,092 | ||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 2,880,000 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 1,000 | |||||||||||||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ | $ 5,000 | |||||||||||||||||||||||||||||||||||
Common stock shares issued | 80,000 | 1,000 | 278,555 | 59,853 | 2,000 | 425,000 | 78,500 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 400,000 | $ 5,000 | $ 1,392,775 | $ 299,265 | $ 10,000 | $ 2,125,000 | $ 392,500 | |||||||||||||||||||||||||||||
Warrant [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares issued | 80,000 | 1,000 | 278,555 | 59,853 | 2,000 | 425,000 | 78,500 | |||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5 | $ 5 | ||||||||||||||||||||||||||||||||||
Underwriter Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 144,000 | 144,000 | ||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 144,000 | 144,000 | ||||||||||||||||||||||||||||||||||
Underwriter Warrants [Member] | Maxim Group L L C [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5.50 | |||||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||
Warrants issued | 144,000 | 144,000 | ||||||||||||||||||||||||||||||||||
[custom:PublicOfferingPricePercentage] | 110.00% | |||||||||||||||||||||||||||||||||||
Underwriter Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 144,000 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5.50 | |||||||||||||||||||||||||||||||||||
[custom:ClassOfWarrantOrRightExercisePricePercentageOnOfferingPrice-0] | 110.00% | |||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Douglas Ellenoff, Chief Business Development Strategist [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 40,000 | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 60,000 | |||||||||||||||||||||||||||||||||||
Vesting rate, shares | 20,000 | |||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Paul R Thomson, Executive Vice President and Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000 | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 15,000 | |||||||||||||||||||||||||||||||||||
Vesting rate, shares | 5,000 | |||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | Douglas Ellenoff, Chief Business Development Strategist [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 100,000 | |||||||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | Paul R Thomson, Executive Vice President and Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | |||||||||||||||||||||||||||||||||||
Underwriter [Member] | Maxim Group L L C [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Public offering description | the Company agreed to issue and sell to the Underwriter in an underwritten public offering | |||||||||||||||||||||||||||||||||||
Partners' Capital Account, Units, Sold in Public Offering | 2,880,000 | |||||||||||||||||||||||||||||||||||
[custom:PublicOfferingPrice-0] | $ / shares | $ 5 | |||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,155,680 | $ 14,400,000 | ||||||||||||||||||||||||||||||||||
Underwriter [Member] | Warrant [Member] | Maxim Group L L C [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to purchase common stock | 432,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Reverse split | reverse stock split of its common stock at a ratio of 1-for-5 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares issued | 432,000 | 1,000 | 2,880,000 | |||||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 432,000 | 432,000 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | Reverse Split [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Reverse split | 1-for-5 reverse stock split | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Underwriter [Member] | Maxim Group L L C [Member] | ||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||
Shares issued | 432,000 | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.01 | |||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 4,320 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2021GBP (£) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | ||||
Due to related party | $ 67,273 | $ 102,060 | ||
David Phipps [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payment due to related party | 67,273 | |||
Accrued salary | 17,227 | |||
Charles M. Fernandez [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payment due to related party | 37,237 | |||
Sarwar Uddin [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued salary | 3,771 | |||
Theresa Carlise [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued salary | 3,740 | |||
Paul Thomson [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued salary | 5,298 | |||
HSBC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Overadvance limit | $ 33,566 | £ 25,000 | ||
Average conversion rate | 1.34262 | |||
Note bears interest rate | 3.95% | |||
Variable interest rate | 4.05% | 4.05% | ||
Three Individuals Related to Mr.Phipps [Member] | ||||
Related Party Transaction [Line Items] | ||||
Gross wages paid | $ 107,042 | $ 58,149 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Oct. 08, 2021 | Aug. 12, 2021USD ($)ft² | Aug. 07, 2021USD ($) | Jun. 22, 2021USD ($) | Jun. 21, 2021USD ($) | Jun. 05, 2021USD ($) | Jun. 02, 2021USD ($)$ / shares | May 23, 2021USD ($) | Jul. 24, 2019USD ($)ft² | Jul. 24, 2019GBP (£)ft² | Aug. 24, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 1,321,564 | $ 130,400 | $ 1,321,564 | $ 130,400 | ||||||||||||
Professional fees | $ 320,211 | $ 289,296 | $ 869,127 | 480,961 | ||||||||||||
Options exercie price | $ / shares | $ 3.30 | $ 3.30 | ||||||||||||||
Lease prepaid rent | $ 6,169 | $ 6,169 | ||||||||||||||
Operating lease liabilities, current | 27,801 | 27,801 | $ 30,125 | |||||||||||||
Operating lease liabilities, non-current | 22,574 | |||||||||||||||
Operating lease right of use assets | $ 30,658 | 30,658 | $ 55,606 | |||||||||||||
Yearly Average Rate [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Foreign currency translation rate | 1.286618 | |||||||||||||||
Employment Agreements [Member] | David Phipps [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 350,000 | |||||||||||||||
Additional compensation | $ 1,000 | |||||||||||||||
Employment Agreements [Member] | Ellenoff [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Employment agreement term | 3 years | |||||||||||||||
Employment agreement, description | Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 of which will be issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Corporation’s Common Stock, 300,000 of which will issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. | |||||||||||||||
Options exercie price | $ / shares | $ 5.35 | |||||||||||||||
Vesting period | 5 years | |||||||||||||||
Employment Agreements [Member] | Thomson [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 250,000 | |||||||||||||||
Employment agreement term | 3 years | |||||||||||||||
Employment agreement, description | Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. | |||||||||||||||
Fernandez Agreement [Member] | Charles M. Fernandez [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 12,000 | |||||||||||||||
Employment agreement term | 3 years | |||||||||||||||
Annual cash bonus percentage | 100.00% | |||||||||||||||
Restricted stock fair value | $ 3,000,000 | |||||||||||||||
Fernandez Agreement [Member] | Charles M. Fernandez [Member] | Maximum [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Professional fees | $ 10,000 | |||||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 350,000 | |||||||||||||||
Additional compensation | 1,000 | |||||||||||||||
Employment agreement term | 5 years | |||||||||||||||
Annual cash bonus percentage | 100.00% | |||||||||||||||
Restricted stock fair value | $ 3,000,000 | |||||||||||||||
Offering price | $ / shares | $ 5 | |||||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | Maximum [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Professional fees | $ 10,000 | |||||||||||||||
Uddin Employment Agreement [Member] | Sarwar Uddin [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 240,000 | |||||||||||||||
Additional compensation | $ 600 | |||||||||||||||
Employment agreement term | 1 year | |||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Annual base compensation | $ 180,000 | |||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Employment agreement term | 3 years | |||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Employment agreement term | 1 year | |||||||||||||||
Lease Agreement [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||
Area of square feet | ft² | 2,070 | 2,660 | 2,660 | |||||||||||||
Annual Rent | £ | £ 25,536 | |||||||||||||||
Facilities rent per month | $ 8,347 | $ 2,717 | ||||||||||||||
Foreign currency translation rate | 1.276933 | 1.276933 | ||||||||||||||
Foreign currency translation rate, amount | $ 2,738 | |||||||||||||||
Lease renewal date | Jul. 23, 2022 | Jul. 23, 2022 | ||||||||||||||
Rent expense | $ 1,210 | $ 36,055 | $ 24,182 | |||||||||||||
Lease expiration date | Nov. 30, 2021 | |||||||||||||||
Lease term | 62 months | |||||||||||||||
Lease security deposit | $ 38,706 | |||||||||||||||
Lease prepaid rent | $ 6,869 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) - Revenue Benchmark [Member] - Supplier Concentration Risk [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Satcom Global [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchases | $ 303,944 | $ 123,435 | $ 824,339 | $ 270,641 |
Concentration risk percentage | 19.90% | 11.00% | 18.00% | 8.40% |
Globalstar Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchases | $ 215,289 | $ 109,495 | $ 508,359 | $ 304,751 |
Concentration risk percentage | 14.10% | 9.70% | 11.10% | 9.50% |
Garmin [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchases | $ 241,230 | $ 140,666 | $ 728,797 | $ 376,741 |
Concentration risk percentage | 15.80% | 12.50% | 16.00% | 11.80% |
Network Innovations [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchases | $ 191,658 | $ 167,300 | $ 465,417 | $ 697,902 |
Concentration risk percentage | 12.50% | 14.90% | 10.20% | 21.80% |
Cygnus Telecom [Member] | ||||
Concentration Risk [Line Items] | ||||
Purchases | $ 165,889 | $ 141,364 | $ 554,998 | $ 376,741 |
Concentration risk percentage | 10.80% | 12.60% | 12.20% | 13.20% |
SCHEDULE OF REVENUE FROM EACH G
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Concentration Risk [Line Items] | ||||
Revenue | $ 2,250,278 | $ 1,475,393 | $ 5,667,966 | $ 4,163,750 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | 2,250,278 | 1,475,393 | 5,667,966 | 4,163,750 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 1,469,172 | $ 1,044,503 | $ 3,867,862 | $ 2,749,781 |
Concentration risk percentage | 65.30% | 70.80% | 68.20% | 66.00% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | North America [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 571,603 | $ 290,065 | $ 1,243,754 | $ 1,035,904 |
Concentration risk percentage | 25.40% | 19.70% | 21.90% | 24.90% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | South America [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 13,035 | $ 8,609 | $ 28,909 | $ 20,510 |
Concentration risk percentage | 0.60% | 0.60% | 0.50% | 0.50% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Asia Pacific [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 182,001 | $ 122,899 | $ 472,841 | $ 321,841 |
Concentration risk percentage | 8.10% | 8.40% | 8.30% | 7.70% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Africa [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 14,467 | $ 9,317 | $ 54,600 | $ 35,714 |
Concentration risk percentage | 0.60% | 0.60% | 1.00% | 0.90% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Amazon [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 64.80% | 64.90% | 64.00% | 60.10% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 08, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 07, 2021 |
Subsequent Event [Line Items] | |||||||
Annual base compensation | $ 1,321,564 | $ 130,400 | $ 1,321,564 | $ 130,400 | |||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for restricted stock award | 10,000 | ||||||
Shares fair market value | $ 5.35 | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Andrew Cohen [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Employment agreement term | 3 years | ||||||
Annual base compensation | $ 250,000 | ||||||
Employment agreement, description | Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. | ||||||
Bonus | $ 3,000 | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Andrew Cohen [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Employment agreement term | 1 year | ||||||
Subsequent Event [Member] | Employment Agreements [Member] | Andrew Cohen [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Employment agreement term | 3 years |