Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | CHARGE ENTERPRISES, INC. |
Entity Central Index Key | 0001277250 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 90-0471969 |
Entity Address Address Line 1 | 125 Park Avenue |
Entity Address Address Line 2 | 25th Floor |
Entity Address City Or Town | New York |
Entity Address State Or Province | NY |
Entity Address Postal Zip Code | 10017 |
City Area Code | 212 |
Local Phone Number | 921-2100 |
Business Contact [Member] | |
Document Information Line Items | |
Entity Address Address Line 1 | 125 Park Avenue |
Entity Address Address Line 2 | 25th Floor |
Entity Address City Or Town | New York |
Entity Address State Or Province | NY |
Entity Address Postal Zip Code | 10017 |
City Area Code | 212 |
Local Phone Number | 921-2100 |
Contact Personnel Name | Andrew Fox |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | |||
Cash and cash equivalents | $ 46,581,305 | $ 18,238,264 | $ 11,629,303 |
Accounts receivable net of allowances of $202,220 and $176,949, respectively | 75,068,872 | 73,334,183 | 64,129,327 |
Inventory | 168,430 | 111,070 | 0 |
Deposits, prepaids and other current assets | 3,034,526 | 1,721,222 | 597,388 |
Investments in marketable securities | 16,325,152 | 9,618,743 | 3,249,710 |
Investments in non-marketable securities | 100,000 | 100,000 | 149,262 |
Cost in excess of billings | 8,258,082 | 4,812,483 | 0 |
Total current assets | 149,536,367 | 107,935,965 | 79,754,990 |
Property, plant and equipment, net | 1,697,810 | 2,011,668 | 1,774,176 |
Finance lease asset | 381,110 | 469,645 | 0 |
Right-of-use asset | 3,800,935 | 1,558,052 | 0 |
Non-current assets | 232,000 | 0 | 259,157 |
Goodwill | 36,017,209 | 26,054,522 | 17,175,990 |
Intangible assets, net | 11,063,395 | 0 | |
Deferred tax asset | 4,579,213 | 5,579,660 | 443,006 |
Total assets | 207,308,039 | 143,609,512 | 99,407,319 |
Current liabilities | |||
Accounts payable | 99,752,963 | 71,428,301 | 69,914,181 |
Accrued liabilities | 8,162,742 | 5,739,475 | 785,172 |
Deferred revenue | 5,276,074 | 7,017,392 | 3,455,886 |
Derivative liabilities | 40,442,518 | 0 | 749,600 |
Convertible notes payable, net of discount | 0 | 2,700,337 | 1,436,144 |
Line of credit | 2,757,218 | 1,898,143 | 0 |
Convertible notes payable, related party, net of discount | 0 | 275,984 | |
Related party payable | 0 | 189,312 | |
Finance lease liability | 159,215 | 159,215 | 0 |
Lease liability | 125,191 | 0 | |
Line of credit | 2,757,218 | 1,898,143 | 0 |
Total current liabilities | 157,875,743 | 89,068,054 | 76,806,279 |
Operating lease liability | 1,325,013 | 125,191 | |
Non-current liabilities | |||
Finance lease liability, non-current | 134,639 | 218,825 | 0 |
Operating lease liability, non-current | 2,552,449 | 1,442,743 | 0 |
Notes payable, net of discount | 22,253,430 | 26,087,523 | 0 |
Convertible notes payable, net of discount | 0 | 4,475,260 | 1,947,945 |
Total liabilities | 182,816,261 | 121,292,405 | 78,754,224 |
Stockholders' Equity | |||
Common stock, $0.0001 par value; 750,000,000 shares authorized 206,082,652 and 184,266,934 issued and outstanding at June 30, 2022 and December 31, 2021 | 20,608 | 18,426 | 140,018 |
Common stock to be issued, 0 shares at June 30, 2022 and 6,587,897 December 31, 2021 | 0 | 658 | 13,426 |
Mezzanine Equity | |||
Total Mezzanine Equity | 17,256,656 | 6,850,000 | |
Additional paid in capital | 182,479,967 | 126,869,604 | 72,583,222 |
Accumulated other comprehensive income (loss) | (32,859) | (32,289) | 60,375 |
Commitments, contingencies and concentration risk (Note 16) | |||
Accumulated deficit | (175,232,712) | (111,389,529) | (52,144,946) |
Total stockholders' equity | 7,235,122 | 15,467,107 | 20,653,095 |
Total liabilities and stockholders' equity | 207,308,039 | 143,609,512 | 99,407,319 |
Series A Preferred Stock [Member] | |||
Commitments, contingencies and concentration risk (Note 16) | |||
Preferred stock, value | 0 | 1,000 | |
Series D Preferred Stock [Member] | |||
Commitments, contingencies and concentration risk (Note 16) | |||
Preferred stock, value | 118 | 0 | |
Series B Preferred Stock [Member] | |||
Commitments, contingencies and concentration risk (Note 16) | |||
Preferred stock, value | 6,850,000 | 0 | |
Total Mezzanine Equity | 685,000 | 6,850,000 | |
Series C Preferred Stock [Member] | |||
Commitments, contingencies and concentration risk (Note 16) | |||
Preferred stock, value | 0 | 237 | $ 0 |
Total Mezzanine Equity | $ 16,571,656 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable net of allowances | $ 202,220 | $ 176,949 | $ 13,411 |
Preferred stock, Par Value | $ 0.0001 | $ 0.001 | $ 0.001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, Authorized | 750,000,000 | 750,000,000 | 750,000,000 |
Common stock, Issued | 206,082,652 | 184,266,934 | 140,018,383 |
Common stock, Outstanding | 184,266,934 | 184,266,934 | 140,018,383 |
Common stock to be issued | 0 | 6,587,897 | 13,425,750 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 0 | 1,000,000 | |
Preferred stock, shares outstanding | 0 | 1,000,000 | |
Series D Preferred Stock [Member] | |||
Preferred stock, shares issued | 1,177,023 | ||
Preferred stock, shares outstanding | 1,177,023 | ||
Series B Preferred Stock [Member] | |||
Mezzanine equity, share issued | 239,510 | 2,395,105 | |
Mezzanine equity, share outstanding | 239,510 | 2,395,105 | |
Series C Preferred Stock [Member] | |||
Preferred stock, shares issued | 2,370,370 | 0 | |
Preferred stock, shares outstanding | 2,370,370 | 0 | |
Mezzanine equity, shares issued | 6,226,379 | ||
Mezzanine equity, shares outstanding | 6,226,739 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Operations (Unaudited) | ||||||
Revenues | $ 181,040,612 | $ 129,576,795 | $ 344,018,502 | $ 240,710,698 | $ 477,018,163 | $ 84,726,026 |
Cost of Goods Sold | 173,759,629 | 127,425,665 | 330,267,261 | 236,985,532 | 465,503,568 | 83,554,341 |
Gross Margin | 7,280,983 | 2,151,130 | 13,751,241 | 3,725,166 | 11,514,595 | 1,171,685 |
Operating expenses | ||||||
Stock based compensation | 20,086,367 | 13,819,067 | 30,622,884 | 2,326,298 | ||
General and administrative | 3,907,831 | 2,140,701 | 6,904,515 | 3,395,701 | 7,994,946 | 2,020,493 |
Salaries and related benefits | 4,127,328 | 1,791,076 | 8,370,009 | 2,623,460 | 8,806,344 | 687,415 |
Professional fees | 848,122 | 585,449 | 1,912,609 | 832,601 | 1,845,886 | 804,836 |
Depreciation expense | 241,843 | 97,956 | 450,897 | 147,903 | 529,000 | 82,662 |
Total operating expenses | 19,747,053 | 13,845,582 | 39,003,591 | 20,793,261 | 49,799,060 | 5,921,704 |
(Loss) from operations | (12,466,070) | (11,694,452) | (25,252,350) | (17,068,095) | (38,284,465) | (4,750,019) |
Other income (expenses): | ||||||
Loss on impairment | 18,116,263 | 13,757,907 | ||||
Net income from investments | 3,330,057 | 49,710 | ||||
Amortization of debt discount | (6,414,071) | (920,914) | (7,443,668) | (982,788) | 3,055,978 | 2,667,733 |
Other income (expense), net | 715,238 | (10,508) | 913,591 | (10,838) | 1,063,772 | (415,202) |
Interest expense | (745,728) | (267,681) | (1,480,781) | (448,683) | (1,457,900) | (391,781) |
Stock based compensation | 9,760,707 | 9,230,400 | 20,504,339 | 13,793,596 | ||
Foreign exchange adjustments | 169,411 | (61,234) | (86,191) | (512,712) | (334,496) | 425,309 |
Amortization of debt discount, related party | 0 | 0 | 0 | (95,127) | (95,127) | (28,032) |
Amortization of debt issue costs | (10,438) | (19,562) | ||||
Stock issuance costs | 0 | (13,400,000) | ||||
Interest expense, related party | (6,019) | 0 | (26,703) | |||
Loss on modification of debt | 0 | (98,825) | ||||
Total other expenses, net | (7,187,519) | (400,723) | (9,119,424) | 2,211,180 | (18,676,373) | (30,330,726) |
Income tax benefit (expense) | 11,337 | 2,010,198 | 1,589,620 | 3,192,832 | 5,291,867 | 438,104 |
Depreciation and amortization expense | 1,103,065 | 97,956 | 1,312,119 | 147,903 | ||
Net (loss) | (19,642,252) | (10,084,977) | (32,782,154) | (11,664,083) | (51,668,971) | (34,642,641) |
Deemed dividend | 32,841,317 | 0 | 36,697,317 | 0 | 7,407,407 | 0 |
Net loss available to common stockholders | $ (52,836,395) | $ (10,084,977) | $ (70,099,284) | $ (11,664,083) | $ (59,076,378) | $ (34,642,641) |
Basic and diluted loss per share available to common stockholders | $ (0.27) | $ (0.07) | $ (0.37) | $ (0.08) | $ (0.38) | $ (1.92) |
Weighted average number of shares outstanding, basic and diluted | 193,507,946 | 151,120,416 | 190,965,948 | 149,463,702 | 156,365,477 | 18,049,003 |
Income (loss) from investments, net | $ (912,369) | $ 859,614 | $ (1,022,375) | $ 4,261,328 | $ 3,330,057 | $ 49,710 |
Income (loss) before income taxes | (19,653,589) | (12,095,175) | (34,371,774) | (14,856,915) | ||
Deemed dividend | (32,841,317) | 0 | (36,697,317) | 0 | $ (7,407,407) | $ 0 |
Preferred dividends | $ (352,826) | $ 0 | $ (619,813) | $ 0 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) | ||||||
Net loss | $ (19,642,252) | $ (10,084,977) | $ (32,782,154) | $ (11,664,083) | $ (51,668,971) | $ (34,642,641) |
Other comprehensive income (loss), net of tax | ||||||
Foreign currency translation adjustment | (675) | (62,630) | (570) | (82,086) | (92,664) | 60,375 |
Other comprehensive income (loss), net of tax | (675) | (62,630) | (570) | (82,086) | (92,664) | 60,375 |
Comprehensive income (loss) | $ (19,642,927) | $ (10,147,607) | $ (32,782,724) | $ (11,746,169) | $ (51,761,635) | $ (34,582,266) |
Statements Of Stockholders' Equ
Statements Of Stockholders' Equity (Unaudited) - USD ($) | Total | Accumulated other comprehensive income | Accumulated Deficit | Preferred Stock | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital |
Balance, shares at Dec. 31, 2019 | 2,618,251 | 9,516,329 | 3,224,949 | ||||
Balance, amount at Dec. 31, 2019 | $ (335,952) | $ 0 | $ (17,502,305) | $ 2,618 | $ 9,516 | $ 3,225 | $ 17,150,994 |
Shares of common stock from prior period issued, shares | 0 | 3,224,949 | (3,224,949) | ||||
Shares of common stock from prior period issued, amount | 0 | 0 | 0 | $ 0 | $ 3,225 | $ (3,225) | 0 |
Sale of Series E Preferred Stock, shares | 125,000 | 0 | 0 | ||||
Sale of Series E Preferred Stock, amount | 12,500 | 0 | 0 | $ 125 | $ 0 | $ 0 | 12,375 |
Series D Preferred stock issued in merger with Transworld Enterprises, Inc., shares | 1,000,000 | 0 | 0 | ||||
Series D Preferred stock issued in merger with Transworld Enterprises, Inc., amount | 1,529,161 | 0 | 0 | $ 1,000 | $ 0 | $ 0 | 1,528,161 |
Series F Preferred stock issued in merger with Transworld Enterprises, Inc., shares | 1,000,000 | 0 | 0 | ||||
Series F Preferred stock issued in merger with Transworld Enterprises, Inc., amount | 1,528,950 | 0 | 0 | $ 1,000 | $ 0 | $ 0 | 1,527,950 |
Series G Preferred stock issued in connection with Convertible Notes, shares | 8 | 0 | 0 | ||||
Series G Preferred stock issued in connection with Convertible Notes, amount | 2,361,098 | 0 | 0 | $ 0 | $ 0 | $ 0 | 2,361,098 |
Series B Preferred stock cancelled, shares | (200,000) | 0 | 0 | ||||
Series B Preferred stock cancelled, amount | 0 | 0 | 0 | $ (200) | $ 0 | $ 0 | 200 |
Series C Preferred stock cancelled, shares | (2,000,000) | 0 | 0 | ||||
Series C Preferred stock cancelled, amount | 0 | 0 | 0 | $ (2,000) | $ 0 | $ 0 | 2,000 |
Loss on modification of debt, shares | 0 | ||||||
Loss on modification of debt, amount | 98,825 | 0 | 0 | $ 0 | $ 0 | $ 0 | 98,825 |
Sale of common stock, shares | 0 | 0 | 8,700,000 | ||||
Sale of common stock, amount | 2,175,000 | 0 | 0 | $ 0 | $ 0 | $ 8,700 | 2,166,300 |
Common stock issued for Get Charged, Inc. acquisition, shares | 0 | 55,276,274 | |||||
Common stock issued for Get Charged, Inc. acquisition, amount | 25,908,014 | 0 | 0 | $ 0 | $ 55,276 | $ 0 | 25,852,738 |
Common stock to be issued for Get Charged, Inc. acquisition, shares | 0 | 4,725,750 | |||||
Common stock to be issued for Get Charged, Inc. acquisition, amount | 2,291,989 | 0 | 0 | $ 0 | $ 0 | $ 4,726 | 2,287,263 |
Series D Preferred stock converted into common, shares | (1,000,000) | 63,711,968 | 0 | ||||
Series D Preferred stock converted into common, amount | 0 | 0 | 0 | $ (1,000) | $ 63,712 | $ 0 | (62,712) |
Series E Preferred stock converted into common, shares | (543,251) | 1,086,502 | 0 | ||||
Series E Preferred stock converted into common, amount | 0 | 0 | 0 | $ (543) | $ 1,087 | $ 0 | (544) |
Conversion of Series G Preferred stock to common stock, shares | (8) | 6,199,135 | 0 | ||||
Conversion of Series G Preferred stock to common stock, amount | 0 | 0 | 0 | $ 0 | $ 6,199 | $ 0 | (6,199) |
Common stock issued to satisfy liability, shares | 0 | 100,000 | 0 | ||||
Common stock issued to satisfy liability, amount | 69,000 | 0 | 0 | $ 0 | $ 100 | $ 0 | 68,900 |
Common stock issued with convertible debt, shares | 0 | 903,226 | 0 | ||||
Common stock issued with convertible debt, amount | 213,407 | 0 | 0 | $ 0 | $ 903 | $ 0 | 212,504 |
Stock based compensation, shares | 0 | 0 | 0 | ||||
Stock based compensation, amount | 2,326,298 | 0 | 0 | $ 0 | $ 0 | $ 0 | 2,326,298 |
Stock issuance costs, shares | 0 | 0 | 0 | ||||
Stock issuance costs, amount | (2,100,000) | 0 | 0 | $ 0 | $ 0 | $ 0 | (2,100,000) |
Warrants issued to placement agents, shares | 0 | 0 | 0 | ||||
Warrants issued to placement agents, amount | 15,500,000 | 0 | 0 | $ 0 | $ 0 | $ 0 | 15,500,000 |
Warrants issued with convertible debt, shares | 0 | 0 | 0 | ||||
Warrants issued with convertible debt, amount | 217,197 | 0 | 0 | $ 0 | $ 0 | $ 0 | 217,197 |
Beneficial conversion feature, shares | 0 | 0 | 0 | ||||
Beneficial conversion feature, amount | 3,439,874 | 0 | 0 | $ 0 | $ 0 | $ 0 | 3,439,874 |
Net loss, amount | $ (34,642,641) | 60,375 | (34,642,641) | $ 0 | $ 0 | $ 0 | 0 |
Exercise of warrants, shares | 0 | ||||||
Balance, shares at Dec. 31, 2020 | 1,000,000 | 140,018,383 | 13,425,750 | ||||
Balance, amount at Dec. 31, 2020 | $ 20,653,095 | 60,375 | (52,144,946) | $ 1,000 | $ 140,018 | $ 13,426 | 72,583,222 |
Shares of common stock from prior period issued, shares | 8,700,000 | (8,700,000) | |||||
Shares of common stock from prior period issued, amount | 0 | 0 | 0 | 0 | $ 8,700 | $ (8,700) | 0 |
Net loss, amount | (1,598,563) | (19,456) | (1,579,107) | 0 | $ 0 | 0 | 0 |
Common stock issued for services, shares | 66,092 | ||||||
Common stock issued for services, amount | 167,348 | 0 | 0 | 0 | $ 66 | $ 0 | 167,282 |
Conversion of debt and accrued interest, shares | 644,499 | 3,478,795 | |||||
Conversion of debt and accrued interest, amount | 1,010,650 | 0 | 0 | 0 | $ 644 | $ 3,479 | 1,006,527 |
Stock-based compensation expense | 4,563,197 | 0 | 0 | 0 | 0 | 0 | 4,563,197 |
Adjustment to par value | 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | 0 |
Balance, shares at Mar. 31, 2021 | 1,000,000 | 149,428,974 | 8,204,545 | ||||
Balance, amount at Mar. 31, 2021 | 24,795,727 | 40,919 | (53,724,053) | $ 1,000 | $ 149,428 | $ 8,205 | 78,320,228 |
Balance, shares at Dec. 31, 2020 | 1,000,000 | 140,018,383 | 13,425,750 | ||||
Balance, amount at Dec. 31, 2020 | 20,653,095 | 60,375 | (52,144,946) | $ 1,000 | $ 140,018 | $ 13,426 | 72,583,222 |
Net loss, amount | (11,664,083) | ||||||
Balance, shares at Jun. 30, 2021 | 1,000,000 | 152,279,063 | 5,421,456 | ||||
Balance, amount at Jun. 30, 2021 | 27,394,374 | (21,711) | (63,809,030) | $ 1,000 | $ 152,278 | $ 5,422 | 91,066,415 |
Balance, shares at Dec. 31, 2020 | 1,000,000 | 140,018,383 | 13,425,750 | ||||
Balance, amount at Dec. 31, 2020 | 20,653,095 | 60,375 | (52,144,946) | $ 1,000 | $ 140,018 | $ 13,426 | 72,583,222 |
Shares of common stock from prior period issued, shares | 0 | 11,483,089 | (11,483,089) | ||||
Shares of common stock from prior period issued, amount | 0 | 0 | 0 | $ 0 | $ 11,483 | $ (11,483) | 0 |
Net loss, amount | (51,668,971) | (92,664) | (51,668,971) | $ 0 | $ 0 | $ 0 | 0 |
Common stock issued for services, shares | 0 | 156,530 | 0 | ||||
Common stock issued for services, amount | 353,903 | 0 | 0 | $ 0 | $ 156 | $ 0 | 353,747 |
Conversion of debt and accrued interest, shares | 0 | 644,499 | 4,645,236 | ||||
Conversion of debt and accrued interest, amount | 1,302,260 | 0 | 0 | $ 0 | $ 644 | $ 4,646 | 1,296,970 |
Stock-based compensation expense | 31,233,271 | 0 | 0 | 0 | 0 | 0 | 31,233,271 |
Warrants issued in connection with debt, amount | 2,654,300 | 0 | 0 | $ 0 | $ 0 | $ 0 | 2,654,300 |
Derivative liability reclassed to equity, shares | 0 | 0 | 0 | ||||
Derivative liability reclassed to equity, amount | 750,000 | 0 | 0 | $ 0 | $ 0 | $ 0 | 750,000 |
Cancellation of stock options, shares | 0 | 0 | 0 | ||||
Cancellation of stock options, amount | (939,630) | 0 | 0 | $ 0 | $ 0 | $ 0 | (939,630) |
Restricted stock units, shares | 0 | 0 | 0 | ||||
Restricted stock units, amount | 329,244 | 0 | 0 | $ 0 | $ 0 | $ 0 | 329,244 |
Buyback of treasury stock, shares | 0 | (76,178) | 0 | ||||
Buyback of treasury stock, amount | (144,871) | 0 | 0 | $ 0 | $ (76) | $ 0 | (144,795) |
Common stock issued for acquisition, shares | 0 | 1,285,715 | 0 | ||||
Common stock issued for acquisition, amount | 4,538,574 | 0 | 0 | $ 0 | $ 1,286 | $ 0 | 4,537,288 |
Series A Preferred Stock converted to common stock, shares | (1,000,000) | 30,754,896 | 0 | ||||
Series A Preferred Stock converted to common stock, amount | 0 | 0 | 0 | $ (1,000) | $ 30,755 | $ 0 | (29,755) |
Issuance of Series C Preferred Stock, shares | 2,370,370 | 0 | 0 | ||||
Issuance of Series C Preferred Stock, amount | 7,407,407 | 0 | 0 | $ 237 | $ 0 | $ 0 | 7,407,170 |
Fair value of beneficial conversion feature, shares | 0 | 0 | 0 | ||||
Fair value of beneficial conversion feature, amount | 3,550,747 | 0 | 0 | $ 0 | $ 0 | $ 0 | 3,550,747 |
Warrants issued in connection with Series C Preferred Stock, shares | 0 | 0 | 0 | ||||
Warrants issued in connection with Series C Preferred Stock, amount | $ 3,116,054 | 0 | 0 | $ 0 | $ 0 | $ 0 | 3,116,054 |
Deemed dividend in connection with Series C Preferred Stock, shares | 0 | 0 | 0 | ||||
Deemed dividend in connection with Series C Preferred Stock, amount | 0 | (7,407,407) | $ 0 | $ 0 | $ 0 | 0 | |
Dividend paid on Series B Preferred Stock, shares | 0 | 0 | 0 | ||||
Dividend paid on Series B Preferred Stock, amount | 0 | (168,205) | $ 0 | $ 0 | $ 0 | 0 | |
Adjustment to par value, shares | 0 | 0 | 0 | ||||
Adjustment to par value, amount | 0 | 0 | $ 0 | $ (165,840) | $ (5,931) | 171,771 | |
Exercise of warrants, shares | 0 | ||||||
Balance, shares at Dec. 31, 2021 | 2,370,370 | 184,266,934 | 6,587,897 | ||||
Balance, amount at Dec. 31, 2021 | $ 15,467,107 | (32,289) | (111,389,529) | $ 237 | $ 18,426 | $ 658 | 126,869,604 |
Balance, shares at Mar. 31, 2021 | 1,000,000 | 149,428,974 | 8,204,545 | ||||
Balance, amount at Mar. 31, 2021 | 24,795,727 | 40,919 | (53,724,053) | $ 1,000 | $ 149,428 | $ 8,205 | 78,320,228 |
Net loss, amount | (10,084,977) | (62,630) | (10,084,977) | ||||
Common stock issued for services, shares | 67,000 | ||||||
Common stock issued for services, amount | 111,555 | 0 | $ 67 | 111,488 | |||
Stock-based compensation expense | 9,230,399 | 9,230,399 | |||||
Shares of common stock from prior period issued, shares | 2,783,089 | (2,783,089) | |||||
Shares of common stock from prior period issued, amount | 0 | 0 | 0 | $ 0 | $ 2,783 | $ (2,783) | 0 |
Warrants issued in connection with debt | 2,654,300 | 2,654,300 | |||||
Derivative liability reclassed to equity | 750,000 | 750,000 | |||||
Balance, shares at Jun. 30, 2021 | 1,000,000 | 152,279,063 | 5,421,456 | ||||
Balance, amount at Jun. 30, 2021 | 27,394,374 | (21,711) | (63,809,030) | $ 1,000 | $ 152,278 | $ 5,422 | 91,066,415 |
Balance, shares at Dec. 31, 2021 | 2,370,370 | 184,266,934 | 6,587,897 | ||||
Balance, amount at Dec. 31, 2021 | 15,467,107 | (32,289) | (111,389,529) | $ 237 | $ 18,426 | $ 658 | 126,869,604 |
Net loss, amount | (13,139,797) | 105 | (13,139,902) | 0 | $ 0 | 0 | 0 |
Common stock issued for acquisition, shares | 5,201,863 | ||||||
Common stock issued for acquisition, amount | 17,530,278 | 0 | 0 | 0 | $ 520 | 0 | 17,529,758 |
Deemed dividend in connection with Series C Preferred Stock, amount | (3,856,000) | 0 | (3,856,000) | 0 | 0 | 0 | 0 |
Stock-based compensation expense | 10,743,632 | 0 | 0 | 0 | 0 | 0 | 10,743,632 |
Declaration of preferred dividends | (266,984) | 0 | (266,984) | $ 0 | 0 | 0 | 0 |
Series C Preferred Stock, shares | 3,856,000 | ||||||
Series C Preferred Stock, amount | 12,050,000 | 0 | 0 | $ 386 | 0 | 0 | 12,049,614 |
Beneficial conversion feature arising from preferred stock | 2,651,000 | 0 | 0 | 0 | $ 0 | 0 | 2,651,000 |
Conversion of debt into common stock, shares | 319,950 | ||||||
Conversion of debt into common stock, amount | 79,990 | 0 | 0 | $ 0 | $ 33 | $ 0 | 79,957 |
Balance, shares at Mar. 31, 2022 | 6,226,370 | 189,788,747 | 6,587,897 | ||||
Balance, amount at Mar. 31, 2022 | 41,259,226 | (32,184) | (128,652,415) | $ 623 | $ 18,979 | $ 658 | 169,923,565 |
Balance, shares at Dec. 31, 2021 | 2,370,370 | 184,266,934 | 6,587,897 | ||||
Balance, amount at Dec. 31, 2021 | 15,467,107 | (32,289) | (111,389,529) | $ 237 | $ 18,426 | $ 658 | 126,869,604 |
Net loss, amount | (32,782,154) | ||||||
Balance, shares at Jun. 30, 2022 | 1,177,023 | 206,082,652 | |||||
Balance, amount at Jun. 30, 2022 | 7,235,122 | (32,859) | (175,232,712) | $ 118 | $ 20,608 | $ 0 | 182,479,967 |
Balance, shares at Mar. 31, 2022 | 6,226,370 | 189,788,747 | 6,587,897 | ||||
Balance, amount at Mar. 31, 2022 | 41,259,226 | (32,184) | (128,652,415) | $ 623 | $ 18,979 | $ 658 | 169,923,565 |
Net loss, amount | (19,642,252) | (675) | (19,642,252) | 0 | 0 | 0 | 0 |
Stock-based compensation expense | 9,342,734 | 0 | 0 | 0 | 0 | 0 | 9,342,734 |
Declaration of preferred dividends | (352,827) | 0 | (352,827) | $ 0 | 0 | 0 | 0 |
Series D Preferred Stock, shares | 1,177,023 | ||||||
Series D Preferred Stock, amount | 12,498,889 | 0 | 0 | $ 118 | $ 0 | 0 | 12,498,771 |
Common stock issued for private placement, shares | 1,428,575 | ||||||
Common stock issued for private placement, amount | 4,695,864 | 0 | 0 | 0 | $ 143 | 0 | 4,695,721 |
Issuance of warrants for private placement | 5,304,161 | 0 | 0 | 0 | $ 0 | $ 0 | 5,304,161 |
Issuance of shares committed in prior period, shares | 1,862,146 | (1,862,146) | |||||
Issuance of shares committed in prior period, amount | 0 | 0 | 0 | 0 | $ 186 | $ (186) | 0 |
Settlement of holdback shares for acquisition, shares | 4,725,748 | (4,725,748) | |||||
Settlement of holdback shares for acquisition, amount | $ 1 | 0 | 0 | 0 | $ 472 | $ (471) | 0 |
Exercise of warrants, shares | 10,000 | 5,973,515 | |||||
Exercise of warrants, amount | $ 1,072,424 | 0 | 0 | 0 | $ 597 | 0 | 1,071,827 |
Exercise of stock options, shares | 10,000 | ||||||
Exercise of stock options, amount | 20,000 | 0 | 0 | 0 | $ 1 | 0 | 19,999 |
Exercise of restricted stock units, shares | 138,327 | ||||||
Exercise of restricted stock units, amount | 14 | 0 | 0 | 0 | $ 14 | 0 | |
Conversion of Series B Preferred into common stock, shares | 2,155,594 | ||||||
Conversion of Series B Preferred into common stock, amount | 6,165,000 | 0 | 0 | $ 0 | $ 216 | 0 | 6,164,784 |
Classification of Preferred C to Mezzanine Equity, shares | (6,226,370) | ||||||
Classification of Preferred C to Mezzanine Equity, amount | (12,684,917) | 0 | 6,256,100 | $ (623) | 0 | 0 | (18,940,395) |
Deemed dividend in connection with reclass of warrants to Derivative Liability | (40,442,518) | 0 | (32,841,317) | 0 | 0 | $ 0 | (7,601,201) |
Other, shares | 3 | ||||||
Other, amount | (1) | 0 | (1) | $ 0 | $ 0 | $ (1) | 1 |
Balance, shares at Jun. 30, 2022 | 1,177,023 | 206,082,652 | |||||
Balance, amount at Jun. 30, 2022 | $ 7,235,122 | $ (32,859) | $ (175,232,712) | $ 118 | $ 20,608 | $ 0 | $ 182,479,967 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Cash Flows (Unaudited) | ||||
Net loss, amount | $ (32,782,154) | $ (11,664,083) | $ (51,668,971) | $ (34,642,641) |
Depreciation and amortization | 1,312,119 | 147,903 | 529,000 | 82,662 |
Stock-based compensation | 20,086,367 | 13,819,067 | 30,622,884 | 2,326,298 |
Stock issued for services | 0 | 278,903 | ||
Change in fair value of derivative liabilities | 0 | 400 | ||
Amortization of debt discount | 7,443,668 | 982,788 | (3,055,978) | (2,667,733) |
Amortization of debt discount, related party | 0 | 95,127 | 5,389,693 | 4,457,658 |
Amortization of debt issue costs | 0 | 10,438 | 10,438 | 19,562 |
Loss on foreign currency exchange | 86,191 | 533,663 | 334,496 | (425,309) |
Net (income) loss from investments | 1,022,375 | (4,261,328) | (3,330,057) | (49,710) |
Other (income) expense, net | (854,850) | 0 | 1,064,172 | 0 |
Income tax (benefit) expense | (1,589,620) | (3,195,383) | 5,291,867 | 443,007 |
Changes in working capital requirements: | ||||
Accounts receivable | (1,733,639) | 5,630,739 | (4,344,796) | 25,328,275 |
Accrued revenue | 3,842,574 | (654,303) | (2,222,435) | 0 |
Inventory | (57,360) | (25,759) | ||
Deposits, prepaids and other current assets | (304,368) | 2,317,539 | (1,477,651) | 458,857 |
Other assets | (29,538) | (103,260) | (183,698) | 0 |
Costs in excess of billings | (7,288,173) | 0 | ||
Accounts payable | 27,162,062 | (3,031,568) | (4,198,103) | (25,994,864) |
Accrued expenses | 1,235,985 | 482,204 | 1,123,037 | 47,582,759 |
Other current liabilities | (173,601) | 0 | ||
Deferred Revenue | (1,741,320) | 0 | 4,746,268 | 0 |
Other comprehensive income | (571) | (82,086) | (92,663) | 46,390 |
Net cash used in operating activities | 15,636,147 | 1,281,000 | (2,908,429) | (6,491,984) |
Acquisition of fixed assets | (70,542) | (801,254) | 1,355,297 | 202,613 |
Sale of intellectual property | 159,434 | 0 | ||
Purchase of marketable securities | (43,255,509) | (42,529,309) | (67,439,874) | (3,200,000) |
Sale of marketable securities | 34,901,415 | 39,731,309 | 66,680,875 | 0 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Purchase of non-marketable securities | 0 | (100,000) | 100,000 | 0 |
Net loss, amount | (32,782,154) | (11,664,083) | (51,668,971) | (34,642,641) |
Acquisition of ANS | 0 | (12,948,324) | ||
Acquisition of EV Depot | (1,231,250) | 0 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Cash acquired in acquisition | 104,485 | 40,940 | 2,785,415 | 13,189,612 |
Net cash (used in) provided by investing activities | (9,391,967) | (16,606,638) | (24,966,810) | 8,745,737 |
Stock issued for services | 353,903 | 0 | ||
Cash receipts from issuance of notes payable | 0 | 10,000,000 | 23,333,200 | 0 |
Change in fair value of derivative liabilities | 0 | (400) | 400 | 530,716 |
Cash receipts from issuance of convertible notes payable | 0 | 5,000,000 | 5,000,000 | 6,595,000 |
Amortization of debt discount | 2,052,644 | 0 | 3,055,978 | 2,667,733 |
Proceeds from sale of Common Stock | 10,000,025 | 0 | ||
Amortization of debt discount, related party | 0 | 95,127 | 95,127 | 28,032 |
Proceeds from sale of Series C Preferred Stock | 10,845,000 | 0 | (6,666,800) | |
Proceeds from exercise of warrants | 1,072,424 | 0 | ||
Stock issuance costs | 0 | 13,400,000 | ||
Proceeds from exercise of stock options | 20,000 | 0 | ||
Loss on foreign currency exchange | 362,723 | 0 | ||
Draws from revolving line of credit, net | 859,075 | (703,650) | ||
Loss on impairment | 18,116,263 | 13,757,907 | ||
Cash paid for contingent liability | 0 | (61,232) | (61,232) | 0 |
Loss on modification of debt | 0 | 98,825 | ||
Payment on financing lease | (102,295) | (7,525) | (132,754) | |
Provision for doubtful accounts receivable | (62,327) | 0 | ||
Payment of dividends | (498,598) | 0 | ||
Net cash provided by financing activities | 22,195,631 | 14,227,593 | 34,918,954 | 9,375,519 |
Foreign currency adjustment | (96,770) | (485,222) | (434,754) | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 28,343,041 | (1,583,267) | 6,608,961 | 11,629,272 |
Other income (expense), net | 854,850 | 0 | (1,064,172) | 0 |
Gain on settlement of liabilities | 0 | (115,514) | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 46,581,305 | 10,046,036 | 18,238,264 | 11,629,303 |
Income tax (benefit) expense | 1,589,620 | 3,195,383 | (5,291,867) | (443,007) |
Cash paid for interest expense | 1,476,842 | 247,900 | 964,966 | 96,000 |
Issuance of Series B Preferred Stock for acquisition | 0 | 6,850,000 | 6,850,000 | 0 |
Accounts receivable | 1,733,639 | (5,630,739) | 4,344,796 | (25,328,275) |
Issuance of common stock for acquisition | 17,530,278 | 0 | 213,415 | |
Debt discount associated with promissory notes | 0 | 4,296,911 | 7,717,082 | 4,325,576 |
Deposits, prepaids and other current assets | 304,368 | (2,317,539) | 1,477,651 | (458,857) |
Other assets | 29,538 | 103,260 | 183,698 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Sale of other assets | 910,395 | 0 | ||
Investment in ANS | (12,948,324) | 0 | ||
Investment in BW Electric | 13,500,000 | 0 | ||
Investment in PTGI | 0 | (892,000) | ||
Acquisition of MPS | 0 | (149,262) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Cash receipts from issuance of convertible notes payable, related party | 0 | 595,000 | ||
Proceeds from sale of Series Common Stock | (2,175,000) | |||
Proceeds from sale of Series E Preferred Stock | (12,500) | |||
Draws from revolving line of credit, net | 112,940 | |||
Related party payments | (1,981) | |||
Foreign currency adjustment | 96,770 | 485,222 | 434,754 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | $ 18,238,264 | $ 11,629,303 | 11,629,303 | 31 |
Non-cash operating and financing activities: | ||||
Goodwill acquired in a business combination through the issuance of stock | $ 13,418,172 | 17,175,990 | ||
Common stock issued for liquidating damages | 62,710 | |||
Placement agent warrants | 15,500,000 | |||
Series G Preferred Stock issued in connection with convertible notes financing | $ 2,361,099 |
Nature of operations
Nature of operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Nature of operations | ||
Nature of operations | Note 1 Nature of operations Charge Enterprises, Inc., through its subsidiaries (sometimes referred to herein as “we,” “us,” “our,” “Charge” or the “Company”) consists of a portfolio of global businesses with a vision to build the electrification and telecommunications infrastructure that will address and service requirements for EVC (“Electrical Vehicle Charging”) and WNI (“Wireless Network Infrastructure”) which includes 5G, tower, distributed antennae systems (“DAS”), small cell, and electrical infrastructure. The Company operates in two segments: Telecommunications, which provides connection of voice calls, data and Short Message Services (SMS) to global carriers and Infrastructure which builds physical wireless network elements, provides electrical construction services and installs and maintains EV charging stations and infrastructure. Financial information about each business segment is contained in Note 14 Reportable segments. | Note 1 Nature of operations Charge Enterprises, Inc. (“Charge Enterprises” or the “Company”, formerly known as “Transworld Holdings, Inc.” “GoIP Global, Inc.”) was incorporated on May 8, 2003 as E Education Network, Inc. (“EEN”) under the laws of the State of Nevada. On August 10, 2005, the Company’s name was changed to GoIP Global, Inc. On December 28, 2017, the Company was redomiciled in Colorado. On April 30, 2020, the Company entered into a Share Exchange Agreement with TransWorld Enterprises Inc. (“TW”), a Delaware Corporation. As part of the exchange the Company agreed to issue 1,000,000 shares of Series D Preferred Stock and 1,000,000 shares of Series F Preferred Stock in exchange for all the equity interest of TW. , On July 13, 2020, the Board of Directors of the Company approved, subject to shareholder approval, (i) a Plan of Conversion, pursuant to which the Company converted from a corporation incorporated under the laws of the State of Colorado to a corporation incorporated under the laws of the State of Delaware (the “Reincorporation”), and such approval include d a On January 26, 2021, following its acquisitions of PTGI and GetCharged, we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc. Charge Enterprises, Inc. (the “Company” or “Charge”) consists of a portfolio of global businesses with a vision to build the electrification and telecommunications infrastructure that will address and service requirements for EVC (“Electrical Vehicle Charging”) and WNI ("Wireless Network Infrastructure") which includes 5G, tower, distributed antennae systems (“DAS”), small cell, and electrical infrastructure. We operate in two segments: Telecommunications which provides connection of voice calls and data to global carriers and Infrastructure which builds physical wireless network elements, provides electrical construction services and designs and installs EV charging stations and infrastructure. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Nature of operations | ||
Summary of significant accounting policies | Note 2 Summary of significant accounting policies Basis of Presentation The accompanying unaudited consolidated financial statements of the Company as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 have not been audited by an independent registered public accounting firm. These unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2021 and reflect all normal recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of June 30, 2022 and the results of operations, equity, comprehensive income (loss) and cash flows for the periods presented herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States have been omitted pursuant to such rules and regulations. References to GAAP in these notes are to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™, sometimes referred to as the codification or “ASC.” These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on March 29, 2022. During the second quarter ended June 30, 2022, the Company identified Series C Preferred Stock that should be presented as Mezzanine Equity that previously had been presented in Preferred Stock for $237 and $623 and Additional Paid-in Capital for $7.4 million and $19.5 million within Stockholders’ Equity on the consolidated balance sheet at December 31, 2021 and March 31, 2022 respectively. The Series C Preferred Stock is reflected in Mezzanine Equity net of a beneficial conversion feature at $16.6 million on the consolidated balance sheet as of June 30, 2022. The Company concluded that this correction to presentation is not material to the prior year. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and the Company has and intends to continue to take advantage of certain exemptions from various reporting requirements. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not be representative of these for any future periods or full year. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) | Note 2 Summary of significant accounting policies Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared using the accrual basis of accounting in accordance with GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. The results and trends in these consolidated financial statements for the years ended December 31, 2021 and 2020 may not be representative of these for any future periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates. Segments The Company determined its reporting units in accordance with ASC 280, S egment Reporting Management has determined that the Company has two consolidated operating segments. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company’s reporting segments are Telecommunications and Infrastructure. Our PTGI International Carrier Services, Inc. (“PTGI”) subsidiary is included in Telecommunications while Get Charged, Nextridge Inc. and its wholly owned subsidiary, Advanced Network Solutions (collectively referred to as “ANS”) and BW Electrical Services, LLC (“BW”) are included in Infrastructure. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from contracts with customers” Telecommunications Our telecommunications segment operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Telecommunications has both a customer and vendor relationship with most parties. Telecommunications sells the customer routing services through the Telecommunications supplier routes on incoming calls and then Telecommunications purchases routing services from other vendor’s supplier routes in order to complete the call. Revenue is earned based on the number of minutes during a call multiplied by the price per minute and is recorded upon completion of a call. Incomplete calls are not revenues earned by Telecommunications and may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through Telecommunication’s billing software, such as minutes and market rates. Telecommunications evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control and significant influence to determine whether Telecommunications acts as a principal (i.e. gross recognition) or an agent (i.e. net recognition). Telecommunications has determined that it acts as a principal for all of its performance obligations in connection with all revenue earned as Telecommunications may accept or reject calls, determines the routing decision and routing vendor and has the risk of financial loss on revenues from customers and amounts owed to the vendors. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of Telecommunications’ cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense. Infrastructure Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontracts, and the availability and timing of funding from the customer, among other variables. As a significant change in one or more of these estimates could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which management reviews the progress and execution of performance obligations and the estimated cost at completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matter, progress towards completion and the related program schedule and the related changes in estimates of revenues and costs. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes a provision for the entire loss in the period it is identified. The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. Stock Based Compensation Accounting for Stock Compensation Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Inventory Inventory consists of materials and supplies on hand that have not been charged to and utilized on specific contracts. The inventory is stated at average cost. Fair Value Measurements and Fair Value of Financial Instruments Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. ASC subtopic 825-10, Financial Instruments The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at year end December 31: 2021 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Marketable Securities $ 9,618,743 - - $ 3,249,710 - - Liabilities Derivative liabilities - - - - - $ 749,600 We also have investments in equity securities where our voting interest is below the level of significant influence, including investments that we make in non-public companies in the ordinary course of business. Such investments are initially recorded at cost and adjusted to fair value through earnings for observable price changes in orderly transactions for identical or similar transactions of the same company or if they are determined to be impaired. Property, plant and equipment Fixed Assets are carried at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives as follows: Computer hardware 3 - 5 years Computer software 3 years Equipment 2 - 7 years Furniture and fixtures 5 - 7 years Leasehold improvement Life of lease or asset life if less Vehicles 3 - 5 years Goodwill We assess goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. For the year ended December 31, 2021 we recognized an impairment of goodwill related to GetCharged Inc. in the amount of $16,626,862 and for the year ended December 31, 2020 in the amount of $13,757,907. Convertible Debentures If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “ Debt with Conversion and Other Options Derivative Liability The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “ Derivatives and Hedging Income Taxes The Company has adopted ASC 740-10, Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination. Net Income (Loss) Per Common Share The Company computes loss per common share, in accordance with ASC Topic 260, Earnings Per Share, Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . Reclassification Certain amounts included in prior year financial statements have been reclassified to conform to the current year presentation. |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Property, plant and equipment | Note 3 Property, plant and equipment Property, plant and equipment consisted of the following: June 30, 2022 December 31, 2021 Equipment $ 5,949,692 $ 5,924,332 Computer hardware 468,122 468,122 Computer software 36,932 36,932 Furniture and fixtures 106,424 106,424 Vehicles 2,841,820 2,830,883 Leasehold improvements 5,560 5,560 9,408,550 9,372,253 Less: Accumulated depreciation (7,710,740 ) (7,360,584 ) Property, plant and equipment - net $ 1,697,810 $ 2,011,668 Depreciation expense was $241,843 and $450,897 for the three and six months ended June 30, 2022, respectively. Depreciation expense was $97,956 and $147,903 for the three and six months ended June 30, 2021, respectively. | Note 3 Property, Plant and Equipment Property, Plant and Equipment consisted of the following for years ended December 31: 2021 2020 Equipment $ 5,924,332 $ 3,620,422 Computer hardware 468,122 125,825 Computer software 36,932 27,750 Furniture and fixtures 106,424 824 Vehicles 2,830,883 - Leasehold improvements 5,560 - 9,372,253 3,774,821 Less: Accumulated depreciation (7,360,585 ) (2,000,645 ) Fixed assets – net $ 2,011,668 $ 1,774,176 Depreciation expense was $529,000 and $82,662 for the years ended December 31, 2021 and 2020, respectively. In connection with the acquisition of ANS on May 22, 2021, the Company acquired $4,984,976 in fixed assets at historical costs and $4,304,857 in accumulated depreciation; and with the acquisition of BW Electrical on December 27, 2021, the Company acquired $725,064 in fixed assets at historical costs and $620,491 in accumulated depreciation. |
Marketable securities and other
Marketable securities and other investments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Marketable securities and other investments | Note 4 Marketable securities and other investments Our marketable securities are stated at fair value in accordance with ASC Topic 321, Investments- Equity Securities The value of these marketable securities is as follows: June 30, 2022 December 31, 2021 Description of Securities Brokerage Account Other Securities Total Brokerage Account Other Securities Total Cost $ 18,169,580 $ 120,000 $ 18,289,580 $ 10,428,724 $ 120,800 $ 10,549,524 Gross Unrealized Gains - - - - - - Gross Unrealized Losses (1,853,728 ) (110,700 ) (1,964,428 ) (840,881 ) (89,900 ) (930,781 ) Fair Value $ 16,315,852 $ 9,300 $ 16,325,152 $ 9,587,843 $ 30,900 $ 9,618,743 The above marketable securities are reflected as level 1 assets as the security prices are quotes in an established market. During the three and six months ended June 30, 2022, the Company recognized a net loss of $912,369 and $1,022,375 respectively, within income (loss) from investments, net on the Consolidated Statement of Operations, which includes $205,554 of realized loss and $301,419 of realized gains, respectively, and unrealized loss of $706,815 and $1,323,794, respectively. | Note 4 Marketable securities and other investments Our marketable securities are stated at fair value in accordance with ASC Topic 321, Investments- Equity Securities The value of these marketable securities at December 31, is as follows: 2021 2020 Description of Securities Brokerage Account Other Securities Total Brokerage Account Other Securities Total Cost $ 10,428,724 $ 120,800 $ 10,549,524 $ 3,000,000 $ 200,000 $ 3,200,000 Gross Unrealized Gains - - - - 57,000 57,000 Gross Unrealized Losses (840,881 ) (89,900 ) (930,781 ) (7,290 ) - (7,290 ) Fair Value $ 9,587,843 $ 30,900 $ 9,618,743 $ 2,992,710 $ 257,000 $ 3,249,710 The above marketable securities are reflected as level 1 assets as the securities prices are quotes in an established market. During the twelve months ended December 31, 2021, the Company recognized net gains of $3,330,057 within net income from investments on the statement of operations, which includes $930,781 of unrealized losses and $4,260,838 of realized gains. There was $49,710 of unrealized gains on marketable securities in the twelve months ended December 31, 2020. In April 2020, the Company acquired 267 ordinary shares of a Company located in the United Kingdom for $100,000. In December 2020, the Company acquired 2,952 Class C shares of a battery technology company in exchange for $149,262, which was subsequently disposed of in July 2021 at no gain or loss. The shares in both companies are nonmarketable securities, which does not have a readily determinable value. The Company has elected under ASU 2016-01 to reflect its fair value at cost less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investments. There were no observable transactions in similar shares of these companies between the acquisition date and December 31, 2021. |
Business acquisitions
Business acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business acquisitions | ||
Business acquisitions | Note 5 Business acquisitions EV Group Holdings LLC The Company entered into an agreement and plan of merger, dated January 14, 2022, with the shareholders of EV Group Holdings LLC (“EV Depot”) pursuant to which the Company agreed to purchase all the issued and outstanding shares of EV Depot for an aggregate purchase price of $18,787,105. $17,530,278 of the aggregate purchase price payable to the shareholders of EV Depot will be payable through the issuance of 5,201,863 shares of common stock. The agreement includes a clause protecting the sellers whereby if the average price of Charge’s common stock for the month ending December 31, 2022 is less than the per share price of Charge’s common stock determined at closing, the Company will increase the number of shares of common stock issued. The Company recorded this as a contingent consideration liability. The agreement also included a clause for gross margin protection to the Company should the 2022 gross margin of EV Depot fall below target levels, the Company will reduce the number of shares of common stock to be issued to EV Depot. The Company recorded this as a contingent consideration asset. These contingent consideration clauses will be settled on December 31, 2022. The acquisition closed on January 14, 2022. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The final determination of the fair value of certain assets and liabilities will be completed within the one-year measurement period from the date of acquisition as required by Accounting Standards Codification (ASC) Topic 805, Business Combinations. The following table summarizes the total considerations as well as the preliminary fair values of the net assets acquired and liabilities assumed as of the January 14, 2022 acquisition date. Cash $ 1,231,250 Accrued expenses 18,750 Contingent consideration liability, net of $72,748 of contingent consideration asset 6,827 Common Stock (5,201,863 Shares) 17,530,278 Total consideration $ 18,787,105 Fair values of identifiable net assets and liabilities: Assets Cash $ 104,485 Deposits, prepaids and other current assets, net (11,167 ) Operating lease right-of-use asset 2,016,700 Non-current assets 390,625 Total assets 2,500,643 Liabilities Accrued liabilities 27,407 Deferred revenue 166,984 Operating lease liability 2,016,700 Total liabilities 2,211,091 Total fair value of identifiable net assets and liabilities 289,552 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 18,497,553 The determination of goodwill in the amount of approximately $18.5 million was recognized for the EV Depot acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The inclusion of the EV Depot acquisition in our Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. B W Electrical Services LLC Our wholly owned subsidiary, Charge Infrastructure, Inc., entered into a securities purchase agreement, dated December 22, 2021, with the shareholders of B W Electrical Services LLC (“BW”) pursuant to which we agreed to purchase all the issued and outstanding shares of BW for an aggregate purchase price of $18,038,570. $4,538,570 of the aggregate purchase price payable to the shareholders of BW through the issuance of 1,285,714 shares of common stock. The acquisition closed on December 27, 2021. While we continue to finalize the preliminary fair values of the net assets acquired and liabilities assumed as of the December 27, 2021 acquisition date, we did not recognize any adjustments in the period ended June 30, 2022. Any potential adjustments could be material in relation to the preliminary values presented previously. ANS The Company entered into a securities purchase agreement, dated May 7, 2021, with the shareholders of Nextridge, Inc. and its wholly owned subsidiary, Advanced Network Solutions (collectively “ANS”) pursuant to which we agreed to purchase all the issued and outstanding shares of ANS for an aggregate purchase price of $19,798,324. $6,850,000 of the aggregate purchase price payable to the shareholders of ANS was payable through the issuance of 2,395,105 shares of our Series B preferred stock (the “Series B Preferred”). The acquisition closed on May 21, 2021. The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The acquisition resulted in $5,017,682 in goodwill which was recorded on the reporting unit’s books. The recorded goodwill is not deductible for income tax purposes. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Preliminary Estimate Measurement Period Adjustments (1) Revised and Final Identifiable intangible asset $ - $ 11,924,617 $ 11,924,617 Tangible assets acquired (net of tangible liabilities assumed) 6,380,152 (497,339 ) 5,882,813 Goodwill 13,418,172 (8,400,490 ) 5,017,682 Deferred Tax for Identifiable intangible asset - (3,026,788 ) (3,026,788 ) Total $ 19,798,324 $ - $ 19,798,324 (1) | Note 5 Business acquisitions TransWorld Enterprises, Inc. Effective April 30, 2020, the Company entered into an agreement to acquire 100% of the outstanding equity interests of TransWorld Enterprises, Inc. (“TransWorld”), pursuant to that certain Share Exchange Agreement (referred to as the “Exchange Agreement”), by and among the Company, TransWorld and the shareholders of TransWorld. The transactions contemplated by the Exchange Agreement closed on May 8, 2020. In accordance with the Exchange Agreement, the Company acquired all of the outstanding shares of TransWorld in exchange for 1,000,000 shares of each of the Company’s series D and series F preferred stock. The series D preferred stock is convertible into 12.5% of the Company’s issued and outstanding shares of common stock upon consummation of a reverse stock split and votes on an as converted basis. The series F preferred stock is convertible into 12.5% of the Company’s issued and outstanding shares of common stock at any time at the option of the holder and votes on an as converted basis. TransWorld did not meet the definition of a business under ASC 805, Business Combinations GetCharged, Inc. On August 27, 2020, the Company entered into a stock purchase agreement with GetCharged, Inc. (“GetCharged”). In connection with the agreement, the Company purchased the outstanding shares of GetCharged in exchange for $17,500,000 paid in the Company’s common stock. The Closing on the acquisition occurred on October 12, 2020 with the Company issuing 60,000,000 shares of common stock valued at $28,200,000, or $0.47 per share. In connection with the closing, the Company owed a success fee of 3%, or $525,000, to KORR Value LP, a related party. As of December 31, 2020, the success fee has been paid in full. Consideration 60,000,000 shares of common stock, valued at $0.47 per share, issued to the sellers $ 28,200,000 Total consideration $ 28,200,000 Fair values of identifiable net assets and liabilities: Assets Cash $ 92,035 Equipment 1,145,854 Deposit 250 Total assets 1,238,139 Liabilities Notes payable 365,000 Total fair value of identifiable net assets and liabilities $ 873,139 Initial goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 27,326,861 The initial goodwill calculated was $27,326,861. Since the consideration given was $10,700,000 in excess of the consideration promised by the agreement, the Company recorded a loss on goodwill impairment in the amount of $10,700,000 in the fourth quarter of 2020. Based on changes in management’s focus of this business, we determined a triggering event occurred and we performed an impairment analysis. During the third quarter 2021, we recorded an impairment for the remaining balance of $16,626,861. In addition, certain fixed assets totaling $1,489,401 of the Get Charged business were also written off, some of which were acquired in the acquisition. PTGI International Carrier Services, Inc. On October 2, 2020, the Company entered into a stock purchase agreement with the shareholders of PTGI International Carrier Services Inc. (“PTGI”) pursuant to which the Company agreed to acquire 100% of the outstanding voting securities of PTGI in consideration for $892,000 (the “PTGI Acquisition”). The closing of the PTGI Acquisition occurred on October 31, 2020. In connection with the closing, the Company owed a success fee of $505,000, to KORR Value LP. As of December 31, 2020, the success fee has been paid in full. Consideration Cash $ 892,000 Total consideration $ 892,000 Fair values of identifiable net assets and liabilities: Assets Cash $ 13,097,577 Accounts receivable 38,801,052 Prepaids 202,854 Other current assets 376,606 Fixed assets 508,371 Other assets 12,907,636 Total assets 65,894,096 Liabilities Accounts payable 51,521,208 Accrued liabilities 1,108,397 Other liabilities 12,921,620 Total liabilities 65,551,225 Total fair value of identifiable net assets and liabilities $ 342,871 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 549,129 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The acquisition resulted in $549,129 in goodwill which is recorded on the reporting unit’s books. Due to a post-acquisition adjustment, the fair value of identifiable net assets decreased in Q3 2021. The reporting unit goodwill increased by approximately $223,000 resulting in goodwill of $772,135 at December 31, 2021 ANS Our wholly owned subsidiary, Charge Infrastructure, Inc., entered into a securities purchase agreement, dated May 7, 2021, with the shareholders of ANS pursuant to which we agreed to purchase all the issued and outstanding shares of ANS for an aggregate purchase price of $19,798,324. $6,850,000 of the aggregate purchase price payable to the shareholders of ANS was payable through the issuance of 2,395,105 shares of our Series B preferred stock (the “Series B Preferred”). The acquisition closed on May 21, 2021. Consideration Cash $ 12,948,324 Series B Preferred Stock (2,395,105 Shares) 6,850,000 Total consideration $ 19,798,324 Fair values of identifiable net assets and liabilities: Assets Cash $ 458 Accounts receivable 6,491,734 Inventory 170,785 Deposits & Prepaids 512,285 Other current assets 2,288,715 Accrued revenue 1,620,139 Capital lease 229,253 Operating lease 603,284 Fixed assets 680,119 Total assets 12,596,772 Liabilities Accounts payable 2,638,234 Accrued liabilities 1,013,906 Capital lease liability 175,993 Operating lease liability 603,284 Line of credit 1,785,203 Total liabilities 6,216,620 Total fair value of identifiable net assets and liabilities $ 6,380,152 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 13,418,172 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The acquisition resulted in $13,418,172 in goodwill which is recorded on the reporting unit’s books. In the fourth quarter of 2021, due to a post-acquisition adjustment, the fair value of identifiable net assets decreased along with a corresponding increase in goodwill by $134,377, resulting in a goodwill balance of $13,552,549 at December 31, 2021. B W Electrical Services LLC Our wholly owned subsidiary, Charge Infrastructure, Inc., entered into a securities purchase agreement, dated December 22, 2021, with the shareholders of B W Electrical Services LLC (“BW”) pursuant to which we agreed to purchase all the issued and outstanding shares of BW for an aggregate purchase price of $18,038,570. $4,538,570 of the aggregate purchase price payable to the shareholders of BW will be payable through the issuance of 1,285,714 shares of common stock. The acquisition closed on December 27, 2021. Consideration Cash $ 13,500,000 Common stock (1,285,714 Shares) 4,538,570 Total consideration $ 18,038,570 Fair values of identifiable net assets and liabilities: Assets Cash $ 3,067,515 Accounts receivable 7,033,511 Deposits, prepaids and other current assets, net 92,816 Investment in marketable securities 2,279,978 Cost in excess of billings 969,909 Property, plant and equipment, net 104,573 Right-of-use asset 1,071,437 Total assets 14,619,739 Liabilities Accounts payable 1,305,663 Accrued liabilities 1,662,791 Deferred revenue 2,271,122 Lease Liability, Non-Current 1,071,437 Notes payable, net of discount 2,000,000 Total liabilities 8,311,013 Total fair value of identifiable net assets and liabilities $ 6,308,726 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 11,729,844 The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The acquisition resulted in $11,729,844 in goodwill which is recorded on the reporting unit’s books. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Intangible Assets | Note 6 Intangible Assets Intangible assets, which consists of Customer Relationships, are amortized on a straight-line basis over 15 years. The entire gross carrying value balance of customer relationships as of June 30, 2022 relates to the acquisition of ANS and was recorded in the second quarter of the intangible assets is, a measurement period adjustment to Goodwill (see Note 5- Business Acquisitions) along. The amortization expense for the intangible assets of $861,222 is included within “Depreciation and amortization expense” for the three and six months ended June 30, 2022 on the Consolidated Statement of Operations. As of June 30, 2022, the following is included in “Intangible Assets” on the Consolidated Balance Sheet: with amortization expense of $861,222, upon finalization of purchase accounting, net consisted of the following: June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer Relationships $ 11,924,617 $ (861,222 ) $ 11,063,395 Total $ 11,924,617 $ (861,222 ) $ 11,063,395 |
Related party
Related party | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related party | ||
Related party | Note 7 Related party During the first quarter of 2021, the Company granted Mr. Deutsch, a Board member of the Company, options to acquire 1,500,000 shares of common stock, at an exercise price of $2.00, for services rendered related to financial consulting. During 2021, the Company paid $320,000 to Korr Acquisition Group, Inc. related to successful acquisition efforts. Kenneth Orr, the former Chairman of the Company, has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. During the second quarter of 2022, the Company entered into a Special Advisor Agreement with Korr Acquisitions Group. The agreement includes an upfront payment of $500,000 and a monthly advisory fee. Kenneth Orr, the former Chairman of the Company, has sole voting and dispositive power over Korr Acquisitions Group. | Note 6 Related party During the year ended December 31, 2021, the Company granted Mr. Deutsch options to acquire 1,500,000 shares of common stock, at an exercise price of $2.00, for services rendered related to financial consulting. During the year ended December 31, 2021, the Company paid $320,000 to Korr Acquisition Group, Inc. related to successful acquisition efforts. Mr. Orr has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. During the year ended December 31, 2020, the Company’s CEO Andrew Fox advanced cash and paid bills on behalf of the Company, through its subsidiary, Get Charged, Inc. During the year ended December 31, 2020, $40,000 was advanced in cash and bills in the amount of $149,312 were paid on the Company’s behalf. The balance in related party payable at December 31, 2021 and December 31, 2020 was $0 and $189,312, respectively. Between May 8, 2020 and September 30, 2020, the Company entered into securities purchase agreements with other accredited investors (the “Subordinated Creditors”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $546,444 for an aggregate purchase price of $495,000 (collectively, the “Subordinated Creditor Notes”). In connection with the issuance of the Subordinated Creditor Notes, we issued to the Subordinated Creditors warrants to purchase an aggregate of 2,359,555 shares of Common Stock (collectively, the “Subordinated Creditor Warrants”). On September 2, 2020, Andrew Fox, our CEO, purchased a Subordinated Creditor Note with an aggregate principal amount of $110,000 and a Subordinated Creditor Warrant to purchase 220,000 shares of common stock for an aggregate purchase price of $100,000. |
Convertible notes payable
Convertible notes payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Convertible notes payable | Note 8 Convertible notes payable The Company’s outstanding convertible notes payables as of June 30, 2022 and December 31, 2021 are summarized below: Convertible Notes Payable: June 30, 2022 December 31, 2021 Issued on May 8, 2020 (8% interest) $ - $ 3,000,000 Issued on November 3, 2020 (8% interest) - 3,888,889 Issued on May 19, 2021 (8% interest) - 5,610,000 Issued on April 30, 2021 (6% interest) - 66,400 Total face value - 12,565,289 Less: unamortized discount - (5,389,693 ) Total convertible notes payable $ - $ 7,175,597 On June 30, 2022 Convertible Notes Payable of Arena Investors LP with a face value of $12,498,889 (net discounted value of $8,205,504) were exchanged for Series D Preferred Stock. See Note 15 Equity for more details. April 30, 2020 Sutton Global Note $227,525 Face Value On April 30, 2020, the former CEO converted his payable into a convertible note with a face value of $300,000. The note has a coupon rate of 6% and a maturity date of December 31, 2021. The note is convertible at a rate of $0.0005 per share. Since the note added a conversion option, it resulted in a debt modification requiring the Company to record a loss on modification of debt in the amount of $98,825. On March 25, 2021, Sutton Global Associates converted $149,000 in principal and $12,125 in accrued interest into 644,499 shares of the Company’s common stock. The remaining note balance was subsequently sold to an unrelated party who converted the entire principal and accrued interest balance into 319,950 shares of the company common stock on March 12, 2022. Interest expense and amortization of debt discount and debt issuance costs for the convertible notes payables is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Interest Expense $ 249,978 $ 198,303 $ 497,053 $ 344,770 Amortization of debt discount 4,845,236 920,914 5,391,022 982,788 Amortization of debt issuance costs - - - 7,397 Total $ 5,095,214 $ 1,119,217 $ 5,888,075 $ 1,334,955 The accrued interest relating to the convertible notes payable as of June 30, 2022 and December 2021 was $0 and $183,067, respectively. | Note 7 Convertible notes payable The carrying value of convertible notes payable, net of discount, as of years ended December 31st are summarized below: Convertible Notes Payable: 2021 2020 Issued on May 8, 2020 (8% interest) $ 3,000,000 $ 3,000,000 Issued on April 30, 2020 (8% interest) - 227,525 Issued on August 25, 2020 (8% interest) - 386,667 Issued on August 27, 2020 (8% interest) - 288,889 Issued on September 14, 2020 (8% interest) - 49,777 Issued on November 3, 2020 (8% interest) 3,888,889 3,888,889 Issued on May 19, 2021 (8% interest) 5,610,000 - Issued on April 30, 2021 (6% interest) 66,400 - Total face value 12,565,289 7,841,747 Less: unamortized discount and debt issue costs (5,389,692 ) (4,457,658 ) Carrying value $ 7,175,597 $ 3,384,089 May 2020 Financing $3,000,000 Face Value On May 8, 2020, the Company entered into a securities purchase agreement with certain institutional investors (collectively, the “May 2020 Investors”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $3 million for an aggregate purchase price of $2.7 million (May 2020 Notes”). In connection with the issuance of the Notes, the Company issued to the May 2020 Investors warrants to purchase an aggregate of 7,600,000 shares of Common Stock (collectively, the “Warrants”) and 7.5 shares of series G convertible preferred stock (the “Series G Preferred Stock”). The Notes maturity date of May 8, 2021 was extended to May 8, 2023, unless earlier converted. The Notes accrue interest at a rate of 8% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable in cash on a quarterly basis beginning on December 31, 2020. The May 2020 Notes are convertible at any time, at the holder’s option, into shares of our common stock at an initial conversion price of $0.25 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%) and subject to a decrease in the conversion price to the greater of (i) $0.01 or (ii) 75% of the volume-weighted average price ("VWAP") of the Common Stock for the immediately preceding five (5) Trading Days on the date of conversion. The conversion price is also subject to adjustment due to certain events, including stock dividends, and stock splits. The Notes may be redeemed by the Company, in its sole discretion, in an amount equal to 110% of the principal amount, interest and any other amounts owed under the Notes, subject to certain limitations. Each Warrant is exercisable for a period of two years from the date of issuance at an initial exercise price of $0.50 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the exercise price then in effect. A Registration Rights Agreement was executed and is effective with the SEC in connection with the issuance of the Notes and Warrants. If we fail to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, without any volume or manner of sale restrictions, then the Company will be obligated to pay to the May 2020 Investors liquidated damages equal to then, in addition to any other rights the May 2020 Investors may under applicable law, upon the occurrence of any such event and on each monthly anniversary of thereafter until the event is cured, the Company shall pay to the May 2020 Investors an amount in cash equal to their pro rata portion of $50,000, provided such amount shall increase by $25,000 on every thirty (30) day anniversary, until such events are satisfied. April 30, 2020 Sutton Global Note $227,525 Face Value On April 30, 2020, the former CEO converted his payable into a convertible note with a face value of $300,000. The note has a coupon rate of 6% and a maturity date of December 31, 2021. The note is convertible at a rate of $0.0005 per share. Since the note added a conversion option, it resulted in a debt modification requiring the Company to record a loss on modification of debt in the amount of $98,825. On March 25, 2021, Sutton Global Associates converted $149,000 in principal and $12,125 in accrued interest into 644,499 shares of the company common stock. The remaining note balance was subsequently sold to an unrelated party. Notes issued between August 25, 2020 and September 14, 2020 Aggregate $725,333 Face Value Between August 25, 2020 and September 14, 2020, the Company issued convertible notes in an aggregate principal amount of $436,444 for an aggregate purchase price of $395,000. In connection with the issuance of the Notes, the Company issued warrants to purchase an aggregate of 872,887 shares of Common Stock. The notes have a coupon rate of 8% and a maturity date of one year. Throughout 2021, the entire principal amount of $436,444 was converted in various transactions into a total of 1,862,146 shares of common stock. On August 27, 2020, a related party reassigned $288,889 in principal to an unrelated party. On March 24, 2021, this party converted $288,889 in principal and $13,297 in accrued interest into 1,208,743 shares of common stock. November 2020 Financing $3,888,889 Face Value On November 3, 2020, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “November 2020 Investors”) pursuant to which it issued convertible notes in an aggregate principal amount of $3.9 million for an aggregate purchase price of $3.5 million (collectively, the “November 2020 Notes” and together with the May 2020 Notes, the “Notes”). In connection with the issuance of the November 2020 Notes, we issued to the November 2020 Investors 903,226 shares of common stock. The November 2020 Notes are convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $0.25 per share. The Notes maturity was extended from November 3, 2023, to November 3, 2024. May 2021 Financing $5,610,000 Face Value On May 19, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which it issued convertible notes in an aggregate principal amount of $5.6 million for an aggregate purchase price of $5 million (“May 2021 Notes”). In connection with the issuance of the May 2021 Notes, we issued to the May 2021 Investors warrants to acquire 1,870,000 shares of common stock. The May 2021 Notes are convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $3.00 per share. The May 2021 Notes mature on May 19, 2024. A Registration Rights Agreement was executed in connection with the issuance of the May 2021 Notes. If we fail to have the registration statement filed within 3 months of the closing date, declared effective within 6 months of the closing date or if we fail to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, without any volume or manner of sale restrictions, then the Company will be obligated to pay to the investors liquidated damages equal to then, in addition to any other rights the Holders may have hereunder or under applicable law, upon the occurrence of any such event and on each monthly anniversary of thereafter until the event is cured, the Company shall pay to the investors an amount in cash equal to their pro rata portion of $75,000 per month until such events are satisfied. The investors agreed to waive any penalties that would be due and payable through May 15, 2022. All convertible notes excluding the April 2020 Sutton Global Note rank senior to all current and future indebtedness of the Company and are secured by substantially all of the assets of the Company. Based on the above, the Company allocated the face value, on the date of issuance, as follows: May 8, 2020 Notes Sutton Global August 25, 2020 - September 14, 2020 Notes November 2020 Financing May 2021 Financing Total Original issue discount $ 300,000 $ - $ 41,444 $ 388,889 $ 610,000 $ 1,340,333 Beneficial conversion feature - - 87,289 3,286,585 - 3,373,874 Series G convertible preferred stock (a) 2,361,099 - - - - 2,361,099 Warrants (equity) 120,017 - 238 - 2,654,302 2,774,557 Common stock - - - 213,415 - 213,415 Day one derivative expense (529,537 ) - - - - (529,537 ) Derivative expense 748,421 - - - - 748,421 Convertible promissory note, carrying value - 300,000 307,473 - 2,345,698 2,953,171 Face value $ 3,000,000 $ 300,000 $ 436,444 $ 3,888,889 $ 5,610,000 $ 13,235,333 (a) For the May 8, 2020 notes, the value assigned to the Series G convertible preferred stock and warrants were based on their relative fair values The Company has accounted for all convertible notes payable as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815, which generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification. We analyzed the detachable warrants under ASC 480 and ASC 815. The warrants did not fall under the guidance of ASC 480. After analyzing the warrants under ASC 815, it was determined that the warrants met all of the requirements for equity classification under guidance of ASC 815-40-25-1 through 6. Amortization of debt discount and accrued interest For the year ended December 31, 2021, the Company recorded $2,301,655 in amortization of debt discount. The amount of unamortized discount as of December 31, 2021 was $5,389,693. The company recorded $855,579 in annual interest expenses of which $183,067 remains on the balance sheet as accrued interest. In connection with the financing, the Company paid $30,000 in debt issue costs. These costs were recorded as a contra-liability and have been fully amortized over the life of the loan. For the year ended December 31, 2021 the Company recorded $10,438 in amortization of debt issue costs. For the year ended December 31, 2020, the Company recorded $2,667,733 in amortization of debt discount. The amount of unamortized discount and debt issue costs as of December 31, 2020 was $4,457,658. The company recorded $244,529 in annual interest expense of which $129,271 remains on the balance sheet as accrued interest. In connection with the financing, the Company paid $30,000 in debt issue costs. These costs were recorded as a contra-liability and will be amortized over the life of the loan. For the years ended December 31, 2020 the Company recorded $19,562 in amortization of debt issue costs. |
Convertible notes payable, rela
Convertible notes payable, related parties | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Convertible notes payable, related parties | Note 9 Convertible notes payable, related parties The Company did not have any outstanding convertible notes payables, related parties as of June 30, 2022 and December 31, 2021. Interest expense and amortization of debt discount for the six months ended June 30,2021 was $6,019 and $95,127, respectively. KORR Value Financing In May and June 2020, the Company entered into a securities purchase agreement with KORR Value LP, an entity controlled by Kenneth Orr, pursuant to which the Company issued convertible notes in an aggregate principal amount of $550,000 for an aggregate purchase price of $495,000 (collectively, the “KORR Notes”). In connection with the issuance of the KORR Notes, the Company issued to KORR Value warrants to purchase an aggregate of 1,151,515 shares of Common Stock (collectively, the “KORR Warrants”). The KORR Notes and KORR Warrants are on substantially the same terms as the Notes and Warrants issued to the Selling Shareholders except that the KORR Notes are subordinated to the Notes. On August 27, 2020, notes totaling $288,889 and 658,667 warrants were assigned to an unrelated party. On March 15, 2021, KORR Value converted $261,111 in principal and $17,798 in accrued interest related to the convertible notes issued May 8, 2020 into 1,115,638 shares of the Company’s common stock. 9 Madison Inc. Financing On September 2, 2020, the Company entered into a securities purchase agreement with 9 Madison, Inc., an entity controlled by Andrew Fox, the Company’s CEO, pursuant to which the Company issued a convertible note in the amount of $110,000 for an aggregate purchase price of $100,000. The notes are convertible at the holder’s option at a conversion price of $0.25 per share. In connection with the issuance of the Notes, the Company issued to 9 Madison warrants to purchase an aggregate of 440,000 shares of Common Stock On March 15, 2021, 9 Madison converted $110,000 in principal and $4,677 in accrued interest related to the convertible notes issued September 2, 2020 into 458,709 shares of common stock. | Note 8 Convertible notes payable, related parties The carrying value of convertible notes payable related party, net of discount, as of December 31, 2021 and December 31, 2020 was $0 and $275,984 as summarized below: December 31, December 31, Convertible Notes Payable, Related Parties 2021 2020 Convertible notes payable issued May 8, 2020 (8% interest) $ - $ 261,111 Convertible notes payable issued September 2, 2020 (8% interest) - 110,000 Total face value - 371,111 Less: unamortized discount and debt issue costs - (95,127 ) Carrying value $ - $ 275,984 KORR Value Financing In May and June 2020, the Company entered into a securities purchase agreement with KORR Value LP, an entity controlled by Kenneth Orr, the Company’s Executive Chairman, pursuant to which the Company issued convertible notes in an aggregate principal amount of $550,000 for an aggregate purchase price of $495,000 (collectively, the “KORR Notes”). In connection with the issuance of the KORR Notes, the Company issued to KORR Value warrants to purchase an aggregate of 1,266,667 shares of Common Stock (collectively, the “KORR Warrants”). The KORR Notes and KORR Warrants are on substantially the same terms as the Notes and Warrants issued to the Selling Shareholders except that the KORR Notes are subordinated to the Notes. On August 27, 2020, notes totaling $288,889 were assigned to an unrelated party (Note 8). 9 Madison Inc. Financing On September 2, 2020, the Company entered into a securities purchase agreement with 9 Madison, Inc., an entity controlled by Andrew Fox, the Company’s CEO, pursuant to which the Company issued a convertible note in the amount of $110,000 for an aggregate purchase price of $100,000. The notes are convertible at the holder’s option at a conversion price of $0.25 per share. In connection with the issuance of the Notes, the Company issued to 9 Madison warrants to purchase an aggregate of 440,000 shares of Common Stock The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815, which generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification. We analyzed the detachable warrants under ASC 480 and ASC 815. The warrants did not fall under the guidance of ASC 480. After analyzing the warrants under ASC 815, it was determined that the warrants did meet all the requirements for equity classification under guidance of ASC 815-40-25-1 through 6. Based on the previous conclusions, the Company allocated the face value as follows: KORR Value Notes 9 Madison Inc. Notes Total Original issue discount $ 55,000 $ 10,000 $ 65,000 Beneficial conversion feature - 66,000 66,000 Warrants (Equity) 96,879 61 96,940 Convertible promissory note, carrying value 398,121 33,939 432,060 Face value $ 550,000 $ 110,000 $ 660,000 On August 27, 2020, the Company paid $13,183 in interest to KORR Value. For the twelve months ended December 31, 2021, the Company recorded $95,127 in amortization of debt discount. On March 15, 2021, KORR Value converted $261,111 in principal and $17,798 in accrued interest into 1,115,638 shares of common stock. On March 15, 2021, 9 Madison converted $110,000 in principal and $4,677 in accrued interest into 458,709 shares of common stock. |
Line of credit
Line of credit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Line of credit | Note 10 Line of credit Advanced Networks Services, LLC (“ANS”) has a revolving $4,000,000 line of credit available with a bank, collateralized by all the assets of ANS. Interest is payable monthly at the Wall Street Journal prime rate (4.75% on June 30, 2022, 3.50% on March 31, 2022, and 3.25% on December 31, 2021). There are no financial commitments or covenants on the line of credit. As of June 30, 2022, and December 31, 2021, the Company had an outstanding balance of $2,757,218 and $1,898,143 respectively on this line of credit. ANS also has a $750,000 equipment and vehicle line of credit available with a bank. Interest is payable monthly at the Wall Street Journal prime rate. As of June 30, 2022 and December 31, 2021, ANS had no borrowings under this line of credit. BW has a revolving $3,000,000 line of credit available with a bank, collateralized by all the assets of BW. Interest is payable monthly at the Wall Street Journal prime rate (4.75% as of June 30, 2022, and 3.25% at December 31, 2021). There are no financial commitments or covenants on the line of credit. On May 26, 2022, BW renewed the facility with substantially the same terms and an expiration of August 1, 2023. As of June 30, 2022 and December 31, 2021, the Company had no outstanding balance on the line of credit. | Note 9 Line of credit ANS has a revolving $4,000,000 line of credit available with a bank, collateralized by all the assets of ANS. Interest is payable monthly at the Wall Street Journal prime rate (3.25% at December 31,2021). There are no financial commitments or covenants on the line of credit. As of December 31, 2021, the Company had an outstanding balance of $1,898,143 on this line of credit. ANS also has a $750,000 equipment and vehicle line of credit available with a bank. Interest is payable monthly at the Wall Street Journal prime rate. On June 1, 2022 the line will convert to a term loan with the then five year Federal Home Loan Bank rate +2.5% and have a five year term with a five year amortization. There are no financial commitments or covenants on the line of credit. As of December 31, 2021, the Company had an outstanding balance of $0 on this line of credit. |
Notes payable
Notes payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Notes payable | Note 11 Notes payable The Company’s notes payables as of June 30, 2022 and December 31, 2021 are summarized below: June 30, December 31, 2022 2021 Paycheck Protection Program loan issued February 10, 2021 $ - $ 2,000,000 Notes payable issued May 19, 2021 (8% interest) 11,860,055 11,860,055 Notes payable issued December 17, 2021 (7.5% interest) 15,925,926 15,925,926 Total face value 27,785,981 29,785,981 Less: unamortized discount (5,532,551 ) (3,698,458 ) Carrying value $ 22,253,430 $ 26,087,523 Prior to our acquisition, BW was approved for a Paycheck Protection Program loan on February 10, 2021 from the Small Business Administration (“SBA”) in the amount of $ 2,000,000. In the second quarter of 2022, the loan was forgiven by the SBA. Although the loan was forgiven by the SBA, per our purchase agreement with the sellers of BW in December 2021, if such an event occurred, the Company is obligated to reimburse the SBA loan of $2,000,000 to such sellers. As such, the $2,000,000 SBA loan was reclassified from Notes payable to Accrued liability on the Consolidated Balance Sheet as of June 30, 2022 and will be settled by the end of September 30, 2022. Interest expense and amortization of debt discount for the notes payable is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Interest Expense $ 484,639 $ - $ 969,278 $ - Amortization of debt discount 1,568,835 - 2,052,644 - Total $ 2,053,474 $ - $ 3,021,922 $ - The accrued interest relating to the notes payable as of June 30, 2022 and December 2021 was $0 and $115,250, respectively. | Note 10 Notes payable The carrying value of notes payable, net of discount, as of December 31, is: 2021 2020 Paycheck Protection Program loan issued February 10, 2021 $ 2,000,000 $ - Notes payable issued May 19, 2021 (8% interest) 11,860,055 - Notes payable issued December 17, 2021 (7.5% interest) 15,925,926 - Total face value 29,785,981 - Less: unamortized discount and debt issue cost (3,698,458 ) - Carrying value $ 26,087,523 $ - On February 10, 2021, BW was approved for a Paycheck Protection Program loan from the Small Business Administration in the amount of $2,000,000. The loan was forgiven in the first quarter of 2022. On May 19, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which it issued notes payable in an aggregate face value (includes 7.5% premium and 10% original issue discount) of $11,860,055 for an aggregate purchase price of $10,000,000 million. The notes have a coupon of 8% and an 18-month term. The notes maturity date of November 19, 2022 was extended to November 19, 2023. On December 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “December 2021 Investors”) pursuant to which it issued a note payable in an aggregated face value of $15,925,926 for an aggregate purchase price of $13,333,200. The notes have a coupon of 7.5% and a 23-month term. The notes mature on November 19, 2023. For the year ended December 31, 2021, the Company recorded $754,323 in amortization of debt discount and $558,475 in annual interest expense related to the notes. As of December 31, 2021, the Company reported $3,698,458 of unamortized discount and $115,250 in accrued interest related to the notes, the latter of which is included within accrued liabilities on the consolidated balance sheet. |
Derivative liabilities
Derivative liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Derivative liabilities | Note 12 Derivative liabilities The Company does not use financial derivative instruments to manage risk. In June 2022, the Company exchanged the outstanding convertible debt for Series D Preferred Stock. Concurrently, the warrants that were granted along with the original convertible debt were amended to provide, at the holders’ choice, the option to exercise for a to-be-issued class of our preferred stock, which shall be convertible into the same number of shares of Common Stock as would have been issued upon exercise of such warrants under the original terms. This amendment caused the instruments to be treated as a derivative liability beginning on June 30, 2022. The warrants were reclassified from equity to derivative liability and measured at fair value using a Black Scholes model (Level 2 of GAAP fair value hierarchy). The impact was a derivative liability of approximately $40.4 million and a deemed dividend of approximately $32.8 million. This derivative liability will be revalued on a recurring basis through the Consolidated Statement of Operations. The Company recorded a derivative liability in 2020 related to convertible debt that contained certain cash true up provisions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. No cash payment was triggered, the true up provision expired on June 1, 2021, and the derivative balance was reclassed to additional paid-in-capital in the second quarter of 2021. For the six months ended June 30, 2022 and 2021, the changes in fair value inputs and assumptions related to the derivative liability, which is reflected in “Other income (expense), net” in the Consolidated Statement of Operations are as follows: Six months ended June 30, 2022 2021 Derivative Liability balance at December 31, $ - $ 749,600 Reclass of derivative 40,442,518 (749,200 ) Change in fair value of derivative liabilities - (400 ) Derivative Liability balance at June 30, $ 40,442,518 $ - | Note 11 Derivative liabilities The May 2020 notes embodied certain terms and features that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features provided a cash true-up provision in the event that the proceeds received by the holder from the sale of all the Conversion Shares and up to 50% of the Commitment Shares did not equal at least $750,000 on June 1, 2021. No cash payment was triggered, and the true-up provision expired on June 1, 2021, therefore there was no derivative liability as of December 31, 2021. The derivative liability was marked up to $750,000 as of June 1, 2021 and reclassified to additional paid-in capital. The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing reflected on the Change in fair value of derivative liabilities line for the years ended December 31: 2021 2020 Change in fair value of derivative liabilities $ (400 ) $ (1,179 ) Day-one derivative expense - (529,537 ) Total $ (400 ) $ (530,716 ) Current accounting principles that are provided in ASC 815 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected a present value technique to fair value the true up provision. The maximum amount of cash the Company would have had to deliver was $750,000, which is equal to the hurdle return. A present value is applied to the hurdle return estimate the derivative liability each period. Significant inputs to the present value technique are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities for years ended December 31: 2021 2020 Future value (hurdle return) NA $ 750,000 Number of Periods (remaining days to June 1, 2021 true-up date) NA 152 days Interest rate (discount rate)* NA 0.13 % * The discount rate is a level 3 input The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives during the years ended December 31. 2021 2020 Balances at beginning of period $ 749,600 $ - Issuances: Embedded derivatives - 748,421 Changes in fair value inputs and assumptions reflected in income 400 1,179 Reclass to additional paid-in-capital (750,000 ) - Balances at end of period $ - $ 749,600 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Leases | Note 13 Leases In connection with the Company’s acquisition of EV Depot (see Note 5 Business acquisitions), the Company, as the lessor, recorded $1.3 million and $2.4 million of lease revenue relating to EV Depot’s operating leases in Revenues for the three and six months ended June 30, 2022. | Note 12 Leases In connection with the May 7, 2021 acquisition with ANS, and the December 27, 2021 acquisition of BW, the Company acquired facility and vehicle leases. Balances as of year-end are as follows: Lease assets are summarized below: December 31, 2021 Assets Right-of-use Assets Operating Leases Office $ 1,481,993 Vehicles 76,059 Finance lease 469,645 Total $ 2,027,697 Lease liabilities are summarized below: December 31, 2021 Liabilities Short-term lease liabilities Operating lease $ (125,191 ) Finance lease (159,215 ) Short-term lease liabilities (284,406 ) Long-term lease liabilities Operating lease (1,442,743 ) Finance lease (218,825 ) Long-term lease liabilities (1,661,568 ) Total $ (1,945,974 ) The components of lease costs and classification within the Consolidated Statements of Operations were as follows for the year ended: December 31, 2021 Operating lease costs: Selling, general and administrative expenses $ 71,289 Finance lease costs: Operating expenses 94,410 Total $ 165,699 The amounts of future undiscounted cash flows related to the lease payments over the lease term and the reconciliation to the present value of the lease liabilities is as follows: December 31, 2021 Years Ended Operating Lease Financing Lease 2022 $ 314,642 $ 185,697 2023 295,888 117,370 2024 292,880 78,279 2025 275,397 54,571 2026 212,741 - 2027 164,028 - 2028 154,870 - Total lease payments $ 1,710,446 $ 435,917 Less imputed interest 142,512 57,877 Present value of lease liability $ 1,567,934 $ 378,040 The weighted-average remaining years for the Operating leases are 6.27 years and 2.30 for Finance leases. The weighted-average discount rate for Operating leases is 3%. |
Reportable segments
Reportable segments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related party | ||
Reportable segments | Note 14 Reportable segments The Company currently has one primary reportable geographic segment - United States. The Company has two reportable operating segments - Telecommunications and Infrastructure. The Company also have included a Non-operating Corporate segment. All inter-segment revenues are eliminated. Summary information with respect to the Company’s operating segments is as follows for the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Revenue Telecommunications $ 155,606,953 $ 125,960,397 $ 298,967,241 $ 237,085,903 Infrastructure 25,433,659 3,616,398 45,051,261 3,624,795 Total revenue $ 181,040,612 $ 129,576,795 $ 344,018,502 $ 240,710,698 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (Loss) Income from operations Telecommunications $ 360,590 $ 587,094 $ 887,252 $ 1,276,565 Infrastructure 1,656,342 (271,449 ) 3,293,159 (739,966 ) Non-operating corporate (14,483,002 ) (12,010,097 ) (29,432,761 ) (17,604,694 ) Total (loss) from operations $ (12,466,070 ) $ (11,694,452 ) $ (25,252,350 ) $ (17,068,095 ) A reconciliation of the Company's consolidated segment loss from operations to consolidated loss from operations before income taxes and net income (loss) for the three and six months ended June 30, 2022 and 2021 are as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Loss from operations $ (12,466,070 ) $ (11,694,452 ) $ (25,252,350 ) $ (17,068,095 ) Income (loss) from investments, net (912,369 ) 859,614 (1,022,375 ) 4,261,328 Amortization of debt discount (6,414,071 ) (920,914 ) (7,443,668 ) (982,788 ) Amortization of debt discount, related party - - - (95,127 ) Interest expense (745,728 ) (267,681 ) (1,480,781 ) (448,683 ) Other income (expense), net 715,238 (10,508 ) 913,591 (10,838 ) Foreign exchange adjustments 169,411 (61,234 ) (86,191 ) (512,712 ) Total other expenses (7,187,519 ) (400,723 ) (9,119,424 ) 2,211,180 Loss from operations before income taxes (19,653,589 ) (12,095,175 ) (34,371,774 ) (14,856,915 ) Income tax (expense) benefit 11,337 2,010,198 1,589,620 3,192,832 Net income (loss) $ (19,642,252 ) $ (10,084,977 ) $ (32,782,154 ) $ (11,664,083 ) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Depreciation and Amortization Telecommunications $ 42,422 $ 49,648 $ 85,922 $ 99,595 Infrastructure 1,060,643 48,308 1,226,197 48,308 Total $ 1,103,065 $ 97,956 $ 1,312,119 $ 147,903 June 30, December 31, 2022 2021 Capital Expenditures Telecommunications $ - $ - Infrastructure 70,542 1,355,297 Total $ 70,542 $ 1,355,297 June 30, December 31, 2022 2021 Investments Telecommunications $ - $ - Infrastructure 1,488,152 2,279,978 Non-operating corporate 14,937,000 7,438,765 Total $ 16,425,152 $ 9,718,743 June 30, December 31, 2022 2021 Total Assets Telecommunications $ 97,257,845 $ 73,658,598 Infrastructure 80,850,627 56,700,602 Non-operating corporate 111,328,924 79,579,215 Eliminations (82,129,357 ) (66,328,903 ) Total $ 207,308,039 $ 143,609,512 | Note 13 Reportable segments The Company currently has one primary reportable geographic segment - United States. The Company has two reportable operating segments – Telecommunications, and Infrastructure. We also have included a Non-operating Corporate segment. All inter-segment revenues are eliminated. Summary information with respect to the Company’s operating segments is as follows for the years ended December 31: 2021 2020 Revenue Telecommunications $ 452,766,913 $ 84,723,235 Infrastructure 24,251,250 2,791 Total revenue $ 477,018,163 $ 84,726,026 2021 2020 (Loss) Income from operations Telecommunications $ 1,678,551 $ 274,765 Infrastructure 586,495 (602,061 ) Non-operating corporate (40,549,511 ) (4,422,723 ) Total (loss) from operations $ (38,284,465 ) $ (4,750,019 ) A reconciliation of the Company’s consolidated segment operating income to consolidated earnings before income taxes as of December 31, is as follows: 2021 2020 Loss from operations $ (38,284,465 ) $ (4,750,019 ) Loss on impairment (18,116,263 ) (13,757,907 ) Net income from investments 3,330,057 49,710 Amortization of debt discount (3,055,978 ) (2,667,733 ) Other income (expense), net 1,063,772 (415,202 ) Interest expense (1,457,900 ) (391,781 ) Foreign exchange adjustments (334,496 ) 425,309 Amortization of debt discount, related party (95,127 ) (28,032 ) Amortization of debt issue costs (10,438 ) (19,562 ) Stock issuance costs - (13,400,000 ) Interest expense, related party - (26,703 ) Loss on modification of debt - (98,825 ) Total other expenses (18,676,373 ) (30,330,726 ) Loss from operations before income taxes (56,960,838 ) (35,080,745 ) Income tax (expense) benefit 5,291,867 438,104 Net income (loss) $ (51,668,971 ) $ (34,642,641 ) 2021 2020 Depreciation and Amortization Telecommunications $ 197,691 $ 82,662 Infrastructure 331,309 - Total $ 529,000 $ 82,662 2021 2020 Capital Expenditures Telecommunications $ - $ - Infrastructure 1,355,297 202,613 Total $ 1,355,297 $ 202,613 2021 2020 Investments Telecommunications $ - $ - Infrastructure 2,279,978 149,262 Non-operating corporate 7,438,765 3,249,710 Total $ 9,718,743 $ 3,398,972 2021 2020 Total Assets Telecommunications $ 73,658,598 $ 78,851,623 Infrastructure 56,700,601 21,390,426 Non-operating corporate 79,579,215 35,872,090 Eliminations 66,328,902 ) 36,706,820 ) Total $ 143,609,512 $ 99,407,319 |
Equity
Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity | ||
Equity | Note 15 Equity Permanent Equity Preferred Stock The Company has 10,000,000 shares of Preferred Stock authorized with a par value of $0.0001. No shares of Series A Preferred Stock were issued and outstanding as of June 30,2022 and December 31,2021. The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 and ASC 815. ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, as they represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. Both Preferred Series B and Preferred Series C are classified as liabilities within mezzanine equity on the consolidated balance sheets as of June 30, 2022. Series D: The Series D Preferred has the following designations as of June 30, 2022: · Convertible at the option of the holder into Common Stock at $0.4248 per share · The Series D liquidation preference is equal to $10.6191 per share · The holders will receive a quarterly dividend at a fixed annual rate of 2.25% of the liquidation preference, or $0.23893 per share · No voting rights In addition to the exchange of convertible notes, the related 11.8 million outstanding warrants to purchase Common Stock were amended to allow the holder to exercise for a to-be-issued class of our preferred stock, which shall be convertible into the same number of shares of Common Stock as would have been issued upon exercise of such warrants under the original terms. This amendment caused the instruments to be treated as a derivative liability beginning on June 30, 2022. The transition to derivative accounting created a derivative liability of $40.4 million and a related deemed dividend of $32.8 million. Future changes in the fair value of the derivative liability will be marked to market through Statement of Operations in the respective period. Common Stock On April 20, 2022, the Company entered into a securities purchase agreement with an affiliate of Island Capital Group, LLC pursuant to which the Company issued 1,428,575 shares of Charge’s Common Stock and three-year warrants to purchase up to 2,000,000 shares of Charge’s Common Stock at $8.50 per share for an aggregate purchase price of $10,000,025. The purchase price was allocated between Common Stock and warrants and is reported within Common Stock and Additional Paid-in Capital. Mezzanine Equity Preferred Stock Series B: The Series B Preferred has the following designations as of June 30, 2022 and December 31, 2021: · Convertible at option of holder · The holders are entitled to receive cumulative dividends at 4% per annum, payable quarterly on January 1, April 1, July 1 and October 1 · 1 preferred share is convertible to 1 common share · The Series B holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock · The Series B holders are entitled to vote together with the common holders as a single class · Mandatorily redeemable 180 days following the mandatory redemption date The 239,510 shares of Series B Preferred Stock, with a value of $685,000, are mandatorily redeemable, and therefore are required to be classified as a liability in the mezzanine section on the Consolidated balance sheet as of June 30, 2022. Series C : On February 25, 2022, the Company entered into a securities purchase agreement with an affiliate of Island Capital Group LLC (the “February 2022 Investors”) pursuant to which it issued 3,856,000 Series C Preferred Stock in an aggregate face value of $12,050,000 for an aggregate purchase price of $10,845,000. The Company has valued and recorded the beneficial conversion feature of the Series C Preferred Stock resulting in a deemed dividend at the time of issuance. As of June 30, 2022 and December 31, 2021, there were 6,226,370 and 2,370,370 shares of Series C Preferred Stock issued and outstanding. The Series C Preferred has the following designations as of June 30, 2022 and December 31, 2021: · Convertible at option of holder at a conversion price of $3.125 per share · The holders are entitled to receive dividends · In the event of reorganization this class of Preferred will not be affected by any such capital reorganization · The Series C liquidation preference is equal to the stated value, plus any accrued and unpaid dividends · Change of control provision whereby the Series C Preferred shareholders would receive their stated value before all other shareholders · No voting rights · Redemption features: ○ If the closing price exceeds 200% of the effective conversion price, the Company may force the conversion of preferred stock with 10 days written notice; ○ At any time after the original issue date, the Company has the option to redeem some or all the outstanding preferred stock for cash with 10 days written notice; and ○ On the third anniversary of the issue date, the holder may request redemption, at the Company’s option of cash or common stock, at the conversion price equal to the four-year redemption amount (a) 100% of the aggregate stated value then outstanding, (b) accrued but unpaid dividends (c) additional cash consideration in order for the Purchasers to achieve a 20% internal rate of return and (d) all liquidated damages and other amounts due in respect of the Preferred Stock. The 6,226,370 shares of Series C Preferred Stock provides that the Company shall redeem the preferred stock for cash or common stock at the Company’s option and therefore not considered mandatorily redeemable. However, due to the change in control provision, the Series C Preferred Stock have liquidation preference and are deemed a liability and presented within Mezzanine Equity on the Consolidated balance sheet as of June 30, 2022. | Note 14 Equity Preferred Stock The Company has 10,000,000 Shares of Preferred Stock authorized with a par value of $0.001. The Company has allocated 1,000,000 Shares for Series A Preferred, 2,395,105 Shares for Series B Preferred, 2,370,370 Shares for Series C Preferred, and 4,234,525 are unallocated as of December 31, 2021. Series A · Convertible at option of holder. · The holders are entitled to receive dividends. · 1 Preferred share is convertible to 100 common shares. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall be entitled to elect the majority of the members of the Board of Directors. Series B The Series B Preferred has the following designations following the reorganization in October 2020 from a Nevada corporation to a Delaware corporation. · Convertible at option of holder. · The holders are entitled to receive cumulative dividends at 4% per annum, payable quarterly on January 1, April 1, July 1 and October 1. · 1 preferred share is convertible to 1 common share. · The Series B holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock. · Voting: The Series B holders are entitled to vote together with the common holders as a single class. · Mandatorily redeemable 180 days following the mandatory redemption date. The Series B Preferred had the following designations prior to the reorganization in October 2020 from a Nevada corporation to a Delaware corporation: · Series B · The holders are entitled to receive dividends. · 100,000 preferred shares are convertible to 9.9% common shares. · The Series B holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock. · Voting: The Series B holders are entitled to vote together with the common holders as a single class. Series C The Series C Preferred had the following designations as of December 31, 2021: · Convertible at option of holder at a conversion price of $3.125 per share. · The holders are entitled to receive dividends. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · The Series C liquidation preference is equal to the stated value, plus any accrued and unpaid dividends. · Voting: No voting rights. · Redemption features: · If the closing price exceeds 100% of the effective conversion price, the Company may force the conversion of preferred stock with 10 days written notice; · At any time after the original issue date, the Company has the option to redeem some or all the outstanding preferred stock for cash with 10 days written notice; and · On the third anniversary of the issue date, the holder may request redemption, at the Company’s option of cash or common stock, at the conversion price equal to the four-year redemption amount (a) 100% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends (c) additional cash consideration in order for the Purchasers to achieve a 20% internal rate of return and (d) all liquidated damages and other amounts due in respect of the Preferred Stock. The Series C Preferred had the following designations prior to the issuance of 2,370,370 shares on December 17, 2021: 1. Convertible at option of holder. 2. The holders are entitled to receive dividends. 3. 1 Preferred share is convertible to 10 common shares. 4. In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. 5. Voting: The holder of this Series of Preferred shall be entitled to vote 1 Preferred Shares for 5,000 votes. Series D · Convertible into common upon the Company completing a 500 to 1 reverse stock split upon which the amount converted will equal 80% of the issued and outstanding common per the reverse split. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall be entitled to vote and shall in aggregate represent 80% of the votes. Series E · Convertible at option of holder any time after March 30, 2020; 1 preferred share is convertible into 1,000 common shares · Automatically convertible into common upon the Company completing a 500 to 1 reverse stock split. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall not be entitled to vote. Series F As of December 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. The Series F Preferred has the following designations: · Convertible into 80% of the Company’s issued and outstanding shares of common stock upon consummation of a reverse stock split and votes on an as converted basis. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred are entitled to whole number of votes equal to the number of shares of common stock. On December 7, 2020, 1,000,000 shares of Series F Preferred stock were converted into 1,000,000 shares of Series A Preferred Stock. Series G The Series G Preferred has the following designations: · Convertible into 1% of the Company’s issued and outstanding shares of common stock at any time at the option of the holder and votes on an as converted basis. · The shares will automatically convert to common shares once the 500 to 1 reverse split is effective. · In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization. · Voting: The holder of this Series of Preferred shall not be entitled to vote. Accounting Conclusions The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 and ASC 815. ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. Series B Preferred Stock The 2,395,105 shares of Series B Preferred Stock issued on May 21, 2021 are mandatorily redeemable, and therefore are required to be classified as a liability in the mezzanine section of the balance sheet. They are valued at $6,850,000. The Company concluded that all other series of Preferred Stock were not to be classified as a liability because none of the three conditions for liability classification was present. Series C Preferred Stock The 2,370,370 shares of Series C Preferred Stock provides that the Company shall redeem the preferred stock for cash or common stock at a certain date. This provision does not raise the Preferred Stock to the definition of mandatorily redeemable because the Company has the option to redeem the Preferred Stock in Common Stock in lieu of cash. Because the Series C convertible preferred shares are perpetual (have no stated maturity date) and are convertible at any time, the discount created in the convertible preferred stock is fully amortized at issuance. As such we recorded a deemed dividend in the amount of $7,407,407. ASC 815 generally requires an analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities. Private Placement On December 8, 2020, the Company entered into a Private Placement Agreement for the purchase of up to an aggregate $2,500,000 at $0.25 per share. In connection with the Private Placement, the Company sold 8,700,000 shares for an aggregate $2,175,000. The shares were issued on January 15, 2021. Placement Agent Warrants In connection with the December 8, 2020 Private Placement Agreement, placement agents were given warrants to purchase 10,000,000 shares of the Company’s common stock for a seven year period at an exercise price of $2 per share. These warrants were valued at $15,500,000 and met equity classification. $2,100,000 of the $15,500,000 was recorded in equity as stock issue costs and the remaining $13,400,000 was recorded in other expenses on the statement of operations. Stock options The Company selected the Black-Scholes-Merton (“BSM”) valuation technique to calculate the grant date fair values for the stock options because it believes that this technique is reflective of all the inputs that market participants would likely consider in transactions involving warrants. The inputs include the strike price, underlying price, term to expiration, volatility, and risk-free interest rate. Stock option activity for the years ended December 31, is summarized as follows: Weighted Average Shares Exercise Price Options Outstanding January 1, 2020 - - Options granted 20,500,000 0.51 Options exercised - - Options cancelled - - Options outstanding at December 31, 2020 20,500,000 0.51 Options exercisable at December 31, 2020 2,500,000 0.49 Options Outstanding January 1, 2021 20,500,000 $ 0.51 Options granted 25,890,000 2.82 Options exercised - - Options cancelled (1,470,000 ) (2.59 ) Options outstanding at December 31, 2021 44,920,000 1.78 Options exercisable at December 31, 2021 12,807,500 $ 0.94 At December 31, 2021, the weighted average remaining life of the stock options is 5.35 years. At December 31, 2021, there was $48,175,745 in unrecognized costs related to the stock options granted. Warrants The following table represents warrant activity for years ended December 31, 2021 and 2020: Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Contractual Life Warrants Outstanding - January 1, 2020 - - - Issued 19,844,402 $ 1.26 3.5 years Exercised - - - Expired - - - Warrants Outstanding – December 31, 2020 19,844,402 $ 1.26 3.5 years Outstanding Exercisable – December 31, 2020 19,844,402 $ 1.26 3.5 years Issued 4,240,370 4.00 2.1 years Exercised - - - Expired - - - Warrants Outstanding - December 31, 2021 24,084,772 $ 1.74 3.0 years Outstanding Exercisable - December 31, 2021 24,084,772 $ 1.74 3.0 years |
Commitments, contingencies, and
Commitments, contingencies, and concentration risk | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments, contingencies, and concentration risk | ||
Commitments, contingencies, and concentration risk | Note 16 Commitments, contingencies, and concentration risk Contingencies During the normal course of business, the Company may be named from time to time as a party to lawsuits arising in the ordinary course of business related to its sales, marketing, and the provision of its services and equipment. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies Other Commitments: Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of June 30, 2022 and December 31, 2021, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Performance and Payment Bonds Many customers, particularly in connection with new construction within Infrastructure, require the Company to post performance and payment bonds issued by a financial institution known as a surety. If the Company fails to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for any expenses or outlays it incurs. To date, the Company is not aware of any losses to their sureties in connection with bonds the sureties have posted on their behalf, and do not expect such losses to be incurred in the foreseeable future. Generally, 10% of bonding needs are held in cash on the balance sheet. Concentration of Credit Risk The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is insured by the Federal Deposit Insurance Corporation (FDIC) up to a $250,000 limit. At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. At June 30, 2022 and December 31, 2021, the Company had $44,516,287 and $17,503,737 in excess of FDIC insurance, respectively. Major Customer Concentration There are no customers whose individual accounts receivable represented 10% or more of the Company’s total accounts receivable as of June 30, 2022. The company had two customers whose accounts receivable individually represented 10% or more of the Company’s total accounts receivable and whose accounts receivable in aggregate accounted for approximately 25% of the Company’s total accounts receivable as of December 31, 2021. The Company has two customers whose revenue individually represented 10% or more of the Company’s total revenue and whose revenue in aggregate accounted for approximately 32% and 27% of the Company’s total revenue for the three and six months ended June 30, 2022, respectively. The Company had three customers whose revenue individually represented 10% or more of the Company’s total revenue and in aggregate accounted for approximately 40% and 41% of the Company’s total revenue for the three and six months ended June 30, 2021, respectively. Labor Concentration One of our operating subsidiaries within Infrastructure sources direct labor from local unions, which have collective bargaining agreements expiring at various times over the next four years. Although the Company’s past experience has been favorable with respect to resolving conflicting demands with these unions, it is possible that contract negotiations are unsuccessful which could impact the renewal of the collective bargaining agreements. | Note 15 Commitments, contingencies and concentration risk Contingencies During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies Other Commitments Indemnities The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities and related litigation. As of December 31, 2021 and 2020, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations. Performance and Payment Bonds Many customers, particularly in connection with new construction within Infrastructure, require the Company to post performance and payment bonds issued by a financial institution known as a surety. If the Company fails to perform under the terms of a contract or to pay subcontractors and vendors who provided goods or services under a contract, the customer may demand that the surety make payments or provide services under the bond. The Company must reimburse the surety for any expenses or outlays it incurs. To date, the Company is not aware of any losses to their sureties in connection with bonds the sureties have posted on their behalf, and do not expect such losses to be incurred in the foreseeable future. Generally, 10% of bonding needs are held in cash on the balance sheet. Concentration of Credit Risk The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. At December 31, 2021 and December 31, 2020, the Company had $17,503,737 and $9,715,716 in excess of FDIC insurance, respectively. Major Customer Concentration The Company has two customers whose accounts receivable represented 10% or more of the Company’s total accounts receivable and whose accounts receivable in aggregate accounted for approximately 25% of the Company’s total accounts receivable as of December 31, 2021. The Company has three customers whose revenue individually represented 10% or more of the Company’s total revenue and whose revenue in aggregate accounted for approximately 41% of the Company’s total revenue as of December 31, 2021. Labor Concentration One of our operating subsidiaries within Infrastructure sources direct labor from local unions, which have collective bargaining agreements expiring at various times over the next four years. Although the Company’s past experience has been favorable with respect to resolving conflicting demands with these unions, it is possible that contract negotiations are unsuccessful which could impact the renewal of the collective bargaining agreements. |
Income taxes
Income taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Income taxes | Note 17 Income taxes The following table includes the Company’s income (loss) before income taxes, income tax (expense) benefit and effective benefit tax rate: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income (loss) before income tax benefit $ (19,653,589 ) $ (12,095,175 ) $ (34,371,774 ) $ (14,856,915 ) Income tax benefit 11,337 2,010,198 1,589,620 3,192,832 Effective tax rate 0.1 % 16.6 % 4.6 % 21.5 % For the three and six months ended June 30, 2022 and 2021, the Company utilized the discrete effective tax rate method, as allowed by ASC 740-270-30-18. The discrete method treats the year-to-date period as if it was the annual period and calculates the income tax expense or benefit on a discrete basis. Currently, the Company believes the use of the discrete method represents the best estimate of our annual effective tax rate. The Company’s effective tax rate differed from the statutory rate primarily due to unfavorable permanent book-tax differences related to non-deductible stock based compensation and other non-deductible book expenses. | Note 16 Income taxes The components of income tax expense (benefit) for years ended December 31 were as follows: 2021 2020 Current Federal $ - $ - State and local 36,779 4,902 Total current $ 36,779 $ 4,902 Deferred Federal (5,402,585 ) (367,816 ) State and local 73,939 (75,190 ) Total deferred $ (5,328,646 ) $ (443,006 ) Total income tax expense (benefit) $ (5,291,867 ) $ (438,104 ) The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate the years ended December 31: 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment (6.2 %) (8.2 %) Stock compensation (3.8 %) (8.0 %) Change in valuation allowance (1.3 %) (1.6 %) Other (0.2 %) (2.0 %) Income tax expense (benefit) for the period 9.5 % 1.2 % Deferred income taxes reflect the net tax effect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income taxes. Significant components of U.S. federal and state deferred tax assets and liabilities as of years ended December 31, are as follows: 2021 2020 Deferred tax assets Federal net operating loss carryforwards $ 4,916,141 $ 3,769,127 Stock Compensation 4,677,028 586,716 Fixed Assets 405,888 - Unrealized gains / (loss) 196,828 (12,537 ) Allowance for bad debt 62,165 54,543 Other 260,957 68,520 Total gross deferred tax assets 10,519,007 4,466,368 Less valuation allowances (4,919,566 ) (3,769,127 ) Net deferred tax assets $ 5,599,440 $ 697,241 Deferred tax liabilities Property, plant and equipment $ - $ (96,627 ) Foreign exchange gains / losses (19,778 ) (157,608 ) Total gross deferred tax liabilities (19,778 ) (254,235 ) Net deferred tax asset (liabilities) $ 5,579,663 $ 443,006 Future utilization of net operating losses (“NOLs”) arising in tax years after December 31, 2017 are limited to eighty percent of taxable income and are allowed to be carried forward indefinitely. NOLs generated in 2017 and prior may carry forward 20 years. As of December 31, 2021 and 2020 the Company has $12.6 million of NOLs generated prior to December 31, 2017 and $10.8 million of NOLs generated after 2017. During the tax year 2020, the Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code and as such the NOLs will be subject to annual limitations. As of December 31, 2021 and 2020, the Company’s valuation allowance of $4.9 million and $3.8 million respectively related primarily to Federal NOL carryforwards. The Company files U.S. federal and certain applicable U.S. state income tax returns. Management has reviewed and evaluated the relevant technical merits of each of its tax positions and determined that there are no uncertain tax positions that would have a material impact on these financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 17 Subsequent Events On January 14, 2022 the Company acquired EV Group Holdings LLC (“EVGH”) for, $1.25 million of cash and $17.5 million of common stock. EVGH is a group of companies focused on national real estate assets and real estate solutions for commercial and fleet operators requiring parking, maintenance, and EV charging depot resources. We are currently in the process of finalizing the accounting for this transaction and expect to complete our allocation of purchase considerations to the assets acquired and liabilities assumed by the end of the first quarter of 2022. On February 25, 2022 the Company entered into a securities purchase agreement with Island Capital Group Charge Me LLC (the “February 2022 Investors”) pursuant to which it issued 3,856,000 Series C preferred shares in an aggregate face value of $12,050,000 for an aggregate purchase price of $10,845,000. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Nature of operations | ||
Basis Of Presentation | The accompanying unaudited consolidated financial statements of the Company as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 have not been audited by an independent registered public accounting firm. These unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements for the year ended December 31, 2021 and reflect all normal recurring adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of June 30, 2022 and the results of operations, equity, comprehensive income (loss) and cash flows for the periods presented herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States have been omitted pursuant to such rules and regulations. References to GAAP in these notes are to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™, sometimes referred to as the codification or “ASC.” These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on March 29, 2022. During the second quarter ended June 30, 2022, the Company identified Series C Preferred Stock that should be presented as Mezzanine Equity that previously had been presented in Preferred Stock for $237 and $623 and Additional Paid-in Capital for $7.4 million and $19.5 million within Stockholders’ Equity on the consolidated balance sheet at December 31, 2021 and March 31, 2022 respectively. The Series C Preferred Stock is reflected in Mezzanine Equity net of a beneficial conversion feature at $16.6 million on the consolidated balance sheet as of June 30, 2022. The Company concluded that this correction to presentation is not material to the prior year. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and the Company has and intends to continue to take advantage of certain exemptions from various reporting requirements. | The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements |
Principles Of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. The results and trends in these consolidated financial statements may not be representative of these for any future periods or full year. | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The consolidated financial statements and related disclosures, presented in U.S. dollars, have been prepared using the accrual basis of accounting in accordance with GAAP and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. The results and trends in these consolidated financial statements for the years ended December 31, 2021 and 2020 may not be representative of these for any future periods. |
Recent Accounting Pronouncements | In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) | In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates. | |
Segments | The Company determined its reporting units in accordance with ASC 280, S egment Reporting Management has determined that the Company has two consolidated operating segments. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments. The Company’s reporting segments are Telecommunications and Infrastructure. Our PTGI International Carrier Services, Inc. (“PTGI”) subsidiary is included in Telecommunications while Get Charged, Nextridge Inc. and its wholly owned subsidiary, Advanced Network Solutions (collectively referred to as “ANS”) and BW Electrical Services, LLC (“BW”) are included in Infrastructure. | |
Revenue Recognition | The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “ Revenue from contracts with customers” Telecommunications Our telecommunications segment operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Telecommunications has both a customer and vendor relationship with most parties. Telecommunications sells the customer routing services through the Telecommunications supplier routes on incoming calls and then Telecommunications purchases routing services from other vendor’s supplier routes in order to complete the call. Revenue is earned based on the number of minutes during a call multiplied by the price per minute and is recorded upon completion of a call. Incomplete calls are not revenues earned by Telecommunications and may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through Telecommunication’s billing software, such as minutes and market rates. Telecommunications evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control and significant influence to determine whether Telecommunications acts as a principal (i.e. gross recognition) or an agent (i.e. net recognition). Telecommunications has determined that it acts as a principal for all of its performance obligations in connection with all revenue earned as Telecommunications may accept or reject calls, determines the routing decision and routing vendor and has the risk of financial loss on revenues from customers and amounts owed to the vendors. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of Telecommunications’ cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense. Infrastructure Due to the nature of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontracts, and the availability and timing of funding from the customer, among other variables. As a significant change in one or more of these estimates could affect the profitability of contracts, the Company reviews and updates contract-related estimates regularly through a review process in which management reviews the progress and execution of performance obligations and the estimated cost at completion. As part of this process, management reviews information including, but not limited to, any outstanding key contract matter, progress towards completion and the related program schedule and the related changes in estimates of revenues and costs. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes a provision for the entire loss in the period it is identified. The nature of the Company’s contracts gives rise to several types of variable consideration, including claims and unpriced change orders. The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. | |
Stock Based Compensation | The Company records stock-based compensation in accordance with the provisions of ASC Topic 718, “ Accounting for Stock Compensation | |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Inventory | Inventory consists of materials and supplies on hand that have not been charged to and utilized on specific contracts. The inventory is stated at average cost. | |
Fair Value Measurements and Fair Value of Financial Instruments | Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. ASC subtopic 825-10, Financial Instruments The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at year end December 31: 2021 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Marketable Securities $ 9,618,743 - - $ 3,249,710 - - Liabilities Derivative liabilities - - - - - $ 749,600 We also have investments in equity securities where our voting interest is below the level of significant influence, including investments that we make in non-public companies in the ordinary course of business. Such investments are initially recorded at cost and adjusted to fair value through earnings for observable price changes in orderly transactions for identical or similar transactions of the same company or if they are determined to be impaired. | |
Property, plant and equipment | Fixed Assets are carried at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives as follows: Computer hardware 3 - 5 years Computer software 3 years Equipment 2 - 7 years Furniture and fixtures 5 - 7 years Leasehold improvement Life of lease or asset life if less Vehicles 3 - 5 years | |
Goodwill | We assess goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. For the year ended December 31, 2021 we recognized an impairment of goodwill related to GetCharged Inc. in the amount of $16,626,862 and for the year ended December 31, 2020 in the amount of $13,757,907. | |
Convertible Debentures | If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “ Debt with Conversion and Other Options | |
Derivative Liability | The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “ Derivatives and Hedging | |
Income Taxes | The Company has adopted ASC 740-10, Accounting for Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination. | |
Net Income (Loss) Per Common Share | The Company computes loss per common share, in accordance with ASC Topic 260, Earnings Per Share, | |
Reclassification | Certain amounts included in prior year financial statements have been reclassified to conform to the current year presentation. |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Nature of operations | |
Summary of assets and liabilities by level measured at fair value | 2021 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Marketable Securities $ 9,618,743 - - $ 3,249,710 - - Liabilities Derivative liabilities - - - - - $ 749,600 |
Estimated useful lives | Computer hardware 3 - 5 years Computer software 3 years Equipment 2 - 7 years Furniture and fixtures 5 - 7 years Leasehold improvement Life of lease or asset life if less Vehicles 3 - 5 years |
Property plant and equipment (T
Property plant and equipment (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Property and equipment | June 30, 2022 December 31, 2021 Equipment $ 5,949,692 $ 5,924,332 Computer hardware 468,122 468,122 Computer software 36,932 36,932 Furniture and fixtures 106,424 106,424 Vehicles 2,841,820 2,830,883 Leasehold improvements 5,560 5,560 9,408,550 9,372,253 Less: Accumulated depreciation (7,710,740 ) (7,360,584 ) Property, plant and equipment - net $ 1,697,810 $ 2,011,668 | 2021 2020 Equipment $ 5,924,332 $ 3,620,422 Computer hardware 468,122 125,825 Computer software 36,932 27,750 Furniture and fixtures 106,424 824 Vehicles 2,830,883 - Leasehold improvements 5,560 - 9,372,253 3,774,821 Less: Accumulated depreciation (7,360,585 ) (2,000,645 ) Fixed assets – net $ 2,011,668 $ 1,774,176 |
Marketable securities and oth_2
Marketable securities and other investments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Marketable Securities | June 30, 2022 December 31, 2021 Description of Securities Brokerage Account Other Securities Total Brokerage Account Other Securities Total Cost $ 18,169,580 $ 120,000 $ 18,289,580 $ 10,428,724 $ 120,800 $ 10,549,524 Gross Unrealized Gains - - - - - - Gross Unrealized Losses (1,853,728 ) (110,700 ) (1,964,428 ) (840,881 ) (89,900 ) (930,781 ) Fair Value $ 16,315,852 $ 9,300 $ 16,325,152 $ 9,587,843 $ 30,900 $ 9,618,743 | 2021 2020 Description of Securities Brokerage Account Other Securities Total Brokerage Account Other Securities Total Cost $ 10,428,724 $ 120,800 $ 10,549,524 $ 3,000,000 $ 200,000 $ 3,200,000 Gross Unrealized Gains - - - - 57,000 57,000 Gross Unrealized Losses (840,881 ) (89,900 ) (930,781 ) (7,290 ) - (7,290 ) Fair Value $ 9,587,843 $ 30,900 $ 9,618,743 $ 2,992,710 $ 257,000 $ 3,249,710 |
Business acquisitions (Tables)
Business acquisitions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Preliminary Fair Values Of The Net Assets Acquired And Liabilities | Cash $ 1,231,250 Accrued expenses 18,750 Contingent consideration liability, net of $72,748 of contingent consideration asset 6,827 Common Stock (5,201,863 Shares) 17,530,278 Total consideration $ 18,787,105 Fair values of identifiable net assets and liabilities: Assets Cash $ 104,485 Deposits, prepaids and other current assets, net (11,167 ) Operating lease right-of-use asset 2,016,700 Non-current assets 390,625 Total assets 2,500,643 Liabilities Accrued liabilities 27,407 Deferred revenue 166,984 Operating lease liability 2,016,700 Total liabilities 2,211,091 Total fair value of identifiable net assets and liabilities 289,552 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 18,497,553 Preliminary Estimate Measurement Period Adjustments (1) Revised and Final Identifiable intangible asset $ - $ 11,924,617 $ 11,924,617 Tangible assets acquired (net of tangible liabilities assumed) 6,380,152 (497,339 ) 5,882,813 Goodwill 13,418,172 (8,400,490 ) 5,017,682 Deferred Tax for Identifiable intangible asset - (3,026,788 ) (3,026,788 ) Total $ 19,798,324 $ - $ 19,798,324 | Consideration 60,000,000 shares of common stock, valued at $0.47 per share, issued to the sellers $ 28,200,000 Total consideration $ 28,200,000 Fair values of identifiable net assets and liabilities: Assets Cash $ 92,035 Equipment 1,145,854 Deposit 250 Total assets 1,238,139 Liabilities Notes payable 365,000 Total fair value of identifiable net assets and liabilities $ 873,139 Initial goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 27,326,861 Consideration Cash $ 892,000 Total consideration $ 892,000 Fair values of identifiable net assets and liabilities: Assets Cash $ 13,097,577 Accounts receivable 38,801,052 Prepaids 202,854 Other current assets 376,606 Fixed assets 508,371 Other assets 12,907,636 Total assets 65,894,096 Liabilities Accounts payable 51,521,208 Accrued liabilities 1,108,397 Other liabilities 12,921,620 Total liabilities 65,551,225 Total fair value of identifiable net assets and liabilities $ 342,871 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 549,129 Consideration Cash $ 12,948,324 Series B Preferred Stock (2,395,105 Shares) 6,850,000 Total consideration $ 19,798,324 Fair values of identifiable net assets and liabilities: Assets Cash $ 458 Accounts receivable 6,491,734 Inventory 170,785 Deposits & Prepaids 512,285 Other current assets 2,288,715 Accrued revenue 1,620,139 Capital lease 229,253 Operating lease 603,284 Fixed assets 680,119 Total assets 12,596,772 Liabilities Accounts payable 2,638,234 Accrued liabilities 1,013,906 Capital lease liability 175,993 Operating lease liability 603,284 Line of credit 1,785,203 Total liabilities 6,216,620 Total fair value of identifiable net assets and liabilities $ 6,380,152 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 13,418,172 Consideration Cash $ 13,500,000 Common stock (1,285,714 Shares) 4,538,570 Total consideration $ 18,038,570 Fair values of identifiable net assets and liabilities: Assets Cash $ 3,067,515 Accounts receivable 7,033,511 Deposits, prepaids and other current assets, net 92,816 Investment in marketable securities 2,279,978 Cost in excess of billings 969,909 Property, plant and equipment, net 104,573 Right-of-use asset 1,071,437 Total assets 14,619,739 Liabilities Accounts payable 1,305,663 Accrued liabilities 1,662,791 Deferred revenue 2,271,122 Lease Liability, Non-Current 1,071,437 Notes payable, net of discount 2,000,000 Total liabilities 8,311,013 Total fair value of identifiable net assets and liabilities $ 6,308,726 Goodwill (consideration given minus fair value of identifiable net assets and liabilities) $ 11,729,844 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets (Tables) | |
Intangible Assets | June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer Relationships $ 11,924,617 $ (861,222 ) $ 11,063,395 Total $ 11,924,617 $ (861,222 ) $ 11,063,395 |
Convertible notes payable (Tabl
Convertible notes payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, plant and equipment | ||
Summary Of Outstanding Convertible Notes Payable | Convertible Notes Payable: June 30, 2022 December 31, 2021 Issued on May 8, 2020 (8% interest) $ - $ 3,000,000 Issued on November 3, 2020 (8% interest) - 3,888,889 Issued on May 19, 2021 (8% interest) - 5,610,000 Issued on April 30, 2021 (6% interest) - 66,400 Total face value - 12,565,289 Less: unamortized discount - (5,389,693 ) Total convertible notes payable $ - $ 7,175,597 | Convertible Notes Payable: 2021 2020 Issued on May 8, 2020 (8% interest) $ 3,000,000 $ 3,000,000 Issued on April 30, 2020 (8% interest) - 227,525 Issued on August 25, 2020 (8% interest) - 386,667 Issued on August 27, 2020 (8% interest) - 288,889 Issued on September 14, 2020 (8% interest) - 49,777 Issued on November 3, 2020 (8% interest) 3,888,889 3,888,889 Issued on May 19, 2021 (8% interest) 5,610,000 - Issued on April 30, 2021 (6% interest) 66,400 - Total face value 12,565,289 7,841,747 Less: unamortized discount and debt issue costs (5,389,692 ) (4,457,658 ) Carrying value $ 7,175,597 $ 3,384,089 |
Schedule Of Interest Expense And Amortization Of Debt Discount And Debt Issuance Cost Of Convertible Notes | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Interest Expense $ 249,978 $ 198,303 $ 497,053 $ 344,770 Amortization of debt discount 4,845,236 920,914 5,391,022 982,788 Amortization of debt issuance costs - - - 7,397 Total $ 5,095,214 $ 1,119,217 $ 5,888,075 $ 1,334,955 | |
Summary of Face value of convertible notes payable | May 8, 2020 Notes Sutton Global August 25, 2020 - September 14, 2020 Notes November 2020 Financing May 2021 Financing Total Original issue discount $ 300,000 $ - $ 41,444 $ 388,889 $ 610,000 $ 1,340,333 Beneficial conversion feature - - 87,289 3,286,585 - 3,373,874 Series G convertible preferred stock (a) 2,361,099 - - - - 2,361,099 Warrants (equity) 120,017 - 238 - 2,654,302 2,774,557 Common stock - - - 213,415 - 213,415 Day one derivative expense (529,537 ) - - - - (529,537 ) Derivative expense 748,421 - - - - 748,421 Convertible promissory note, carrying value - 300,000 307,473 - 2,345,698 2,953,171 Face value $ 3,000,000 $ 300,000 $ 436,444 $ 3,888,889 $ 5,610,000 $ 13,235,333 (a) For the May 8, 2020 notes, the value assigned to the Series G convertible preferred stock and warrants were based on their relative fair values |
Convertible notes payable, re_2
Convertible notes payable, related parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment | |
Summary of carrying value of convertible notes payable related party | December 31, December 31, Convertible Notes Payable, Related Parties 2021 2020 Convertible notes payable issued May 8, 2020 (8% interest) $ - $ 261,111 Convertible notes payable issued September 2, 2020 (8% interest) - 110,000 Total face value - 371,111 Less: unamortized discount and debt issue costs - (95,127 ) Carrying value $ - $ 275,984 |
Summary of Face value of convertible notes payable related party | KORR Value Notes 9 Madison Inc. Notes Total Original issue discount $ 55,000 $ 10,000 $ 65,000 Beneficial conversion feature - 66,000 66,000 Warrants (Equity) 96,879 61 96,940 Convertible promissory note, carrying value 398,121 33,939 432,060 Face value $ 550,000 $ 110,000 $ 660,000 |
Notes payable (Tables)
Notes payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Convertible notes payable | ||
Summary Of Notes Payable | June 30, December 31, 2022 2021 Paycheck Protection Program loan issued February 10, 2021 $ - $ 2,000,000 Notes payable issued May 19, 2021 (8% interest) 11,860,055 11,860,055 Notes payable issued December 17, 2021 (7.5% interest) 15,925,926 15,925,926 Total face value 27,785,981 29,785,981 Less: unamortized discount (5,532,551 ) (3,698,458 ) Carrying value $ 22,253,430 $ 26,087,523 | 2021 2020 Paycheck Protection Program loan issued February 10, 2021 $ 2,000,000 $ - Notes payable issued May 19, 2021 (8% interest) 11,860,055 - Notes payable issued December 17, 2021 (7.5% interest) 15,925,926 - Total face value 29,785,981 - Less: unamortized discount and debt issue cost (3,698,458 ) - Carrying value $ 26,087,523 $ - |
Interest Expense And Amortisation Debt Discount | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Interest Expense $ 484,639 $ - $ 969,278 $ - Amortization of debt discount 1,568,835 - 2,052,644 - Total $ 2,053,474 $ - $ 3,021,922 $ - |
Derivative liabilities (Tables)
Derivative liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Derivative liabilities (Tables) | ||
Schedule of Derivative Liabilities at Fair Value | Six months ended June 30, 2022 2021 Derivative Liability balance at December 31, $ - $ 749,600 Reclass of derivative 40,442,518 (749,200 ) Change in fair value of derivative liabilities - (400 ) Derivative Liability balance at June 30, $ 40,442,518 $ - | 2021 2020 Change in fair value of derivative liabilities $ (400 ) $ (1,179 ) Day-one derivative expense - (529,537 ) Total $ (400 ) $ (530,716 ) |
Summary of convertible notes and liabilities | 2021 2020 Future value (hurdle return) NA $ 750,000 Number of Periods (remaining days to June 1, 2021 true-up date) NA 152 days Interest rate (discount rate)* NA 0.13 % * The discount rate is a level 3 input | |
Summary of warrants and changes in fair value inputs and assumptions | 2021 2020 Balances at beginning of period $ 749,600 $ - Issuances: Embedded derivatives - 748,421 Changes in fair value inputs and assumptions reflected in income 400 1,179 Reclass to additional paid-in-capital (750,000 ) - Balances at end of period $ - $ 749,600 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases (Tables) | |
Summary of Lease assets | December 31, 2021 Assets Right-of-use Assets Operating Leases Office $ 1,481,993 Vehicles 76,059 Finance lease 469,645 Total $ 2,027,697 |
Summary of Lease liability | December 31, 2021 Liabilities Short-term lease liabilities Operating lease $ (125,191 ) Finance lease (159,215 ) Short-term lease liabilities (284,406 ) Long-term lease liabilities Operating lease (1,442,743 ) Finance lease (218,825 ) Long-term lease liabilities (1,661,568 ) Total $ (1,945,974 ) |
Components of lease costs | December 31, 2021 Operating lease costs: Selling, general and administrative expenses $ 71,289 Finance lease costs: Operating expenses 94,410 Total $ 165,699 |
Schedule of future lease payment for operating lease and financing lease | December 31, 2021 Years Ended Operating Lease Financing Lease 2022 $ 314,642 $ 185,697 2023 295,888 117,370 2024 292,880 78,279 2025 275,397 54,571 2026 212,741 - 2027 164,028 - 2028 154,870 - Total lease payments $ 1,710,446 $ 435,917 Less imputed interest 142,512 57,877 Present value of lease liability $ 1,567,934 $ 378,040 |
Reportable segments (Tables)
Reportable segments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reportable segments (Tables) | ||
Summary Of Operating Segment | Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Revenue Telecommunications $ 155,606,953 $ 125,960,397 $ 298,967,241 $ 237,085,903 Infrastructure 25,433,659 3,616,398 45,051,261 3,624,795 Total revenue $ 181,040,612 $ 129,576,795 $ 344,018,502 $ 240,710,698 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (Loss) Income from operations Telecommunications $ 360,590 $ 587,094 $ 887,252 $ 1,276,565 Infrastructure 1,656,342 (271,449 ) 3,293,159 (739,966 ) Non-operating corporate (14,483,002 ) (12,010,097 ) (29,432,761 ) (17,604,694 ) Total (loss) from operations $ (12,466,070 ) $ (11,694,452 ) $ (25,252,350 ) $ (17,068,095 ) Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Loss from operations $ (12,466,070 ) $ (11,694,452 ) $ (25,252,350 ) $ (17,068,095 ) Income (loss) from investments, net (912,369 ) 859,614 (1,022,375 ) 4,261,328 Amortization of debt discount (6,414,071 ) (920,914 ) (7,443,668 ) (982,788 ) Amortization of debt discount, related party - - - (95,127 ) Interest expense (745,728 ) (267,681 ) (1,480,781 ) (448,683 ) Other income (expense), net 715,238 (10,508 ) 913,591 (10,838 ) Foreign exchange adjustments 169,411 (61,234 ) (86,191 ) (512,712 ) Total other expenses (7,187,519 ) (400,723 ) (9,119,424 ) 2,211,180 Loss from operations before income taxes (19,653,589 ) (12,095,175 ) (34,371,774 ) (14,856,915 ) Income tax (expense) benefit 11,337 2,010,198 1,589,620 3,192,832 Net income (loss) $ (19,642,252 ) $ (10,084,977 ) $ (32,782,154 ) $ (11,664,083 ) | 2021 2020 Revenue Telecommunications $ 452,766,913 $ 84,723,235 Infrastructure 24,251,250 2,791 Total revenue $ 477,018,163 $ 84,726,026 2021 2020 (Loss) Income from operations Telecommunications $ 1,678,551 $ 274,765 Infrastructure 586,495 (602,061 ) Non-operating corporate (40,549,511 ) (4,422,723 ) Total (loss) from operations $ (38,284,465 ) $ (4,750,019 ) |
Reconciliation Of Operating Segment | Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Depreciation and Amortization Telecommunications $ 42,422 $ 49,648 $ 85,922 $ 99,595 Infrastructure 1,060,643 48,308 1,226,197 48,308 Total $ 1,103,065 $ 97,956 $ 1,312,119 $ 147,903 June 30, December 31, 2022 2021 Capital Expenditures Telecommunications $ - $ - Infrastructure 70,542 1,355,297 Total $ 70,542 $ 1,355,297 June 30, December 31, 2022 2021 Investments Telecommunications $ - $ - Infrastructure 1,488,152 2,279,978 Non-operating corporate 14,937,000 7,438,765 Total $ 16,425,152 $ 9,718,743 June 30, December 31, 2022 2021 Total Assets Telecommunications $ 97,257,845 $ 73,658,598 Infrastructure 80,850,627 56,700,602 Non-operating corporate 111,328,924 79,579,215 Eliminations (82,129,357 ) (66,328,903 ) Total $ 207,308,039 $ 143,609,512 | 2021 2020 Depreciation and Amortization Telecommunications $ 197,691 $ 82,662 Infrastructure 331,309 - Total $ 529,000 $ 82,662 |
Reconciliation of operating income loss segment | 2021 2020 Loss from operations $ (38,284,465 ) $ (4,750,019 ) Loss on impairment (18,116,263 ) (13,757,907 ) Net income from investments 3,330,057 49,710 Amortization of debt discount (3,055,978 ) (2,667,733 ) Other income (expense), net 1,063,772 (415,202 ) Interest expense (1,457,900 ) (391,781 ) Foreign exchange adjustments (334,496 ) 425,309 Amortization of debt discount, related party (95,127 ) (28,032 ) Amortization of debt issue costs (10,438 ) (19,562 ) Stock issuance costs - (13,400,000 ) Interest expense, related party - (26,703 ) Loss on modification of debt - (98,825 ) Total other expenses (18,676,373 ) (30,330,726 ) Loss from operations before income taxes (56,960,838 ) (35,080,745 ) Income tax (expense) benefit 5,291,867 438,104 Net income (loss) $ (51,668,971 ) $ (34,642,641 ) | |
Capital Expenditures | 2021 2020 Capital Expenditures Telecommunications $ - $ - Infrastructure 1,355,297 202,613 Total $ 1,355,297 $ 202,613 | |
Investments | 2021 2020 Investments Telecommunications $ - $ - Infrastructure 2,279,978 149,262 Non-operating corporate 7,438,765 3,249,710 Total $ 9,718,743 $ 3,398,972 | |
Assets | 2021 2020 Total Assets Telecommunications $ 73,658,598 $ 78,851,623 Infrastructure 56,700,601 21,390,426 Non-operating corporate 79,579,215 35,872,090 Eliminations 66,328,902 ) 36,706,820 ) Total $ 143,609,512 $ 99,407,319 |
Equity (Tables)
Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity | ||
Stock Option Activity | Shares Weighted Average Exercise Price Options outstanding December 31, 2021 44,920,000 $ 1.78 Options granted 2,550,000 3.47 Options exercised - - Options cancelled (565,000 ) (3.16 ) Options outstanding at March 31, 2022 46,905,000 1.85 Options exercisable at March 31, 2022 14,737,501 $ 1.14 Options granted 3,475,000 5.00 Options exercised (10,000 ) (2.00 ) Options cancelled (687,500 ) (2.99 ) Options outstanding at June 30, 2022 49,682,500 1.69 Options exercisable at June 30, 2022 18,361,001 $ 1.47 | Weighted Average Shares Exercise Price Options Outstanding January 1, 2020 - - Options granted 20,500,000 0.51 Options exercised - - Options cancelled - - Options outstanding at December 31, 2020 20,500,000 0.51 Options exercisable at December 31, 2020 2,500,000 0.49 Options Outstanding January 1, 2021 20,500,000 $ 0.51 Options granted 25,890,000 2.82 Options exercised - - Options cancelled (1,470,000 ) (2.59 ) Options outstanding at December 31, 2021 44,920,000 1.78 Options exercisable at December 31, 2021 12,807,500 $ 0.94 |
Warrant Activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Warrants outstanding - December 31, 2021 24,084,772 $ 1.74 3.0 years Issued - - - Exercised - - - Expired - - - Warrants outstanding - March 31, 2022 24,084,772 $ 1.74 2.7 years Warrants exercisable - March 31, 2022 24,084,772 $ 1.74 2.7 years Issued 2,000,000 8.50 2.8 years Exercised (8,044,848 ) (1.21 ) - Expired - Warrants outstanding - June 30, 2022 18,039,924 $ 2.55 2.3 years Warrants exercisable - June 30, 2022 18,039,924 $ 2.55 2.3 years | Weighted Weighted Average Average Number of Exercise Remaining Warrants Price Contractual Life Warrants Outstanding - January 1, 2020 - - - Issued 19,844,402 $ 1.26 3.5 years Exercised - - - Expired - - - Warrants Outstanding – December 31, 2020 19,844,402 $ 1.26 3.5 years Outstanding Exercisable – December 31, 2020 19,844,402 $ 1.26 3.5 years Issued 4,240,370 4.00 2.1 years Exercised - - - Expired - - - Warrants Outstanding - December 31, 2021 24,084,772 $ 1.74 3.0 years Outstanding Exercisable - December 31, 2021 24,084,772 $ 1.74 3.0 years |
Income taxes (Tables)
Income taxes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income taxes | ||
Components Of Income Tax Expense | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Income (loss) before income tax benefit $ (19,653,589 ) $ (12,095,175 ) $ (34,371,774 ) $ (14,856,915 ) Income tax benefit 11,337 2,010,198 1,589,620 3,192,832 Effective tax rate 0.1 % 16.6 % 4.6 % 21.5 % | 2021 2020 Current Federal $ - $ - State and local 36,779 4,902 Total current $ 36,779 $ 4,902 Deferred Federal (5,402,585 ) (367,816 ) State and local 73,939 (75,190 ) Total deferred $ (5,328,646 ) $ (443,006 ) Total income tax expense (benefit) $ (5,291,867 ) $ (438,104 ) |
Schedule of effective income tax reconciliation | 2021 2020 Deferred tax assets Federal net operating loss carryforwards $ 4,916,141 $ 3,769,127 Stock Compensation 4,677,028 586,716 Fixed Assets 405,888 - Unrealized gains / (loss) 196,828 (12,537 ) Allowance for bad debt 62,165 54,543 Other 260,957 68,520 Total gross deferred tax assets 10,519,007 4,466,368 Less valuation allowances (4,919,566 ) (3,769,127 ) Net deferred tax assets $ 5,599,440 $ 697,241 Deferred tax liabilities Property, plant and equipment $ - $ (96,627 ) Foreign exchange gains / losses (19,778 ) (157,608 ) Total gross deferred tax liabilities (19,778 ) (254,235 ) Net deferred tax asset (liabilities) $ 5,579,663 $ 443,006 | |
Deferred tax assets (liabilities) | 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment (6.2 %) (8.2 %) Stock compensation (3.8 %) (8.0 %) Change in valuation allowance (1.3 %) (1.6 %) Other (0.2 %) (2.0 %) Income tax expense (benefit) for the period 9.5 % 1.2 % |
Nature of operations (Details N
Nature of operations (Details Narrative) | 6 Months Ended | ||
Jul. 13, 2020 | Jun. 30, 2022 integer shares | Apr. 30, 2020 shares | |
Number of Operating Segments | integer | 2 | ||
Reverse stock split ratio | one-for-five | ||
Series D Preferred Stock [Member] | |||
Preferred stock issued | 1,177,023 | 1,000,000 | |
Series F Preferred Stock [Member] | |||
Preferred stock issued | 1,000,000 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Fair Value Measurements Recurring [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Inputs Level2 [Member] | ||
Marketable securities | $ 0 | $ 0 |
Derivative liabilities | 0 | 0 |
Fair Value Inputs Level3 [Member] | ||
Marketable securities | 0 | 0 |
Derivative liabilities | 0 | 749,600 |
Fair Value Inputs Level1 [Member] | ||
Marketable securities | 9,618,743 | 3,249,710 |
Derivative liabilities | $ 0 | $ 0 |
Summary of significant accoun_5
Summary of significant accounting policies (Details 1) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Software Intangible Asset [Member] | |
Estimated useful life | 3 |
Maximum [Member] | Equipment [Member] | |
Estimated useful life | 7 |
Minimum [Member] | Equipment [Member] | |
Estimated useful life | 2 |
Leasehold Improvements | |
Estimated useful life | Life of lease or asset life if less |
Computer Equipment [Member] | Maximum [Member] | |
Estimated useful life | 5 |
Computer Equipment [Member] | Minimum [Member] | |
Estimated useful life | 3 |
Furniture And Fixtures [Member] | Maximum [Member] | |
Estimated useful life | 7 |
Furniture And Fixtures [Member] | Minimum [Member] | |
Estimated useful life | 5 |
Vehicles [Member] | Maximum [Member] | |
Estimated useful life | 5 |
Vehicles [Member] | Minimum [Member] | |
Estimated useful life | 3 |
Summary of significant accoun_6
Summary of significant accounting policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Mezzanine Equity net | $ 16,600,000 | ||||
Stock-based compensation | 20,086,367 | $ 13,819,067 | $ 30,622,884 | $ 2,326,298 | |
Impairment of goodwill | 16,626,862 | 13,757,907 | |||
Derivative liabilities | 40,400,000 | $ 750,000 | 0 | 749,600 | |
Convertible debenture | 3,550,747 | 3,439,874 | |||
Additional Paid-in Capital | $ 182,479,967 | 126,869,604 | $ 72,583,222 | ||
Preferred Stock Series C [Member] | |||||
Preferred Stock | 623 | $ 237 | |||
Additional Paid-in Capital | $ 7,400,000 | $ 19,500,000 |
Property plant and equipment (D
Property plant and equipment (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property And Equipment, Gross | $ 9,408,550 | $ 9,372,253 | $ 3,774,821 |
Accumulated Depreciation | (7,710,740) | (7,360,584) | (2,000,645) |
Property And Equipment, Net | 1,697,810 | 2,011,668 | 1,774,176 |
Equipment | |||
Property And Equipment, Gross | 5,949,692 | 5,924,332 | 3,620,422 |
Computer Hardware | |||
Property And Equipment, Gross | 468,122 | 468,122 | 125,825 |
Leasehold Improvements | |||
Property And Equipment, Gross | 5,560 | 5,560 | 0 |
Computer Software | |||
Property And Equipment, Gross | 36,932 | 36,932 | 27,750 |
Furniture and Fixtures | |||
Property And Equipment, Gross | 106,424 | 106,424 | 824 |
Vehicles | |||
Property And Equipment, Gross | $ 2,841,820 | $ 2,830,883 | $ 0 |
Property plant and equipment _2
Property plant and equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Dec. 27, 2021 | May 22, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, plant and equipment | ||||||||
Depriciation Expenses | $ 241,843 | $ 97,956 | $ 450,897 | $ 147,903 | $ 529,000 | $ 82,662 | ||
Historical costs of assets | $ 725,064 | $ 4,984,976 | ||||||
Accumulated depreciation | $ 620,491 | $ 4,304,857 |
Marketable securities and oth_3
Marketable securities and other investments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Cost | $ 18,289,580 | $ 10,549,524 | $ 3,200,000 |
Gross Unrealized Losses | (1,964,428) | (930,781) | (7,290) |
Fair Value | 16,325,152 | 9,618,743 | 3,249,710 |
Gross Unrealized Gains | 0 | 0 | 57,000 |
Other Securities | |||
Cost | 120,000 | 120,800 | 200,000 |
Gross Unrealized Losses | (110,700) | (89,900) | 0 |
Fair Value | 9,300 | 30,900 | 257,000 |
Gross Unrealized Gains | 0 | 0 | 57,000 |
Brokerage Account | |||
Cost | 18,169,580 | 10,428,724 | 3,000,000 |
Gross Unrealized Losses | (1,853,728) | (840,881) | (7,290) |
Fair Value | 16,315,852 | 9,587,843 | 2,992,710 |
Gross Unrealized Gains | $ 0 | $ 0 | $ 0 |
Marketable securities and oth_4
Marketable securities and other investments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Unrealized Losses | $ 706,815 | $ 1,323,794 | $ 930,781 | ||
Realized gains loss | (205,554) | 301,419 | |||
Investment In Marketable Securities | 16,325,152 | 16,325,152 | 9,618,743 | $ 3,249,710 | |
Net Gains Within Net Income From Investments On Statement Of Operations | $ 912,369 | $ 1,022,375 | 3,330,057 | ||
Realized gains | $ 4,260,838 | ||||
Unrealized gains on marketable securities | $ 49,710 | ||||
Ordinary shares acquired shares | 267 | ||||
Ordinary shares acquired value | $ 100,000 | ||||
Common Class C [Member] | |||||
Ordinary shares acquired shares | 2,952 | ||||
Ordinary shares acquired value | $ 149,262 |
Business acquisitions (Details)
Business acquisitions (Details) - USD ($) | 1 Months Ended | |||||
Jan. 14, 2022 | Aug. 27, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 12, 2020 | |
Cash | $ 1,231,250 | |||||
Accrued Expenses | 18,750 | |||||
Contingent Consideration Liability, Net Of $72,748 Of Contingent Consideration Asset | 6,827 | |||||
Common Stock (5,201,863 Shares) | 17,530,278 | $ 20,608 | $ 18,426 | $ 140,018 | ||
Total Consideration | 18,787,105 | |||||
Liabilities | ||||||
Initial goodwill (consideration given minus fair value of identifiable net assets and liabilities) | 36,017,209 | 26,054,522 | 17,175,990 | |||
Deferred Revenue | $ 5,276,074 | $ 7,017,392 | $ 3,455,886 | |||
EV Group Holdings LLC [Member] | ||||||
Cash | 104,485 | |||||
Assets | ||||||
Total assets | 2,500,643 | |||||
Liabilities | ||||||
Total fair value of identifiable net assets and liabilities | 289,552 | |||||
Initial goodwill (consideration given minus fair value of identifiable net assets and liabilities) | 18,497,553 | |||||
Deposits,prepaids And Other Current Assets,net | (11,167) | |||||
Operating Lease | 2,016,700 | |||||
Non Current Assets | 390,625 | |||||
Accrued Liabilities | 27,407 | |||||
Deferred Revenue | 166,984 | |||||
Operating Lease Liability | 2,016,700 | |||||
Total Liabilities | $ 2,211,091 | |||||
Get Charged Inc [Member] | ||||||
Common Stock (5,201,863 Shares) | $ 28,200,000 | |||||
Total Consideration | $ 28,200,000 | |||||
Assets | ||||||
Cash | 92,035 | |||||
Equipment | 1,145,854 | |||||
Deposit | 250 | |||||
Total assets | 1,238,139 | |||||
Liabilities | ||||||
Notes payable | 365,000 | |||||
Total fair value of identifiable net assets and liabilities | 873,139 | |||||
Initial goodwill (consideration given minus fair value of identifiable net assets and liabilities) | 27,326,861 | |||||
60,000,000 shares of common stock, valued at $0.47 per share, issued to the sellers | $ 28,200,000 |
Business acquisitions (Details
Business acquisitions (Details 1) - USD ($) | Jan. 14, 2022 | Oct. 02, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Identifiable intangible asset | $ 11,924,617 | ||||
Tangible assets acquired (net of tangible liabilities assumed) | 11,063,395 | ||||
Goodwill | 36,017,209 | $ 26,054,522 | $ 17,175,990 | ||
Cash | $ 1,231,250 | ||||
Total consideration | $ 18,787,105 | ||||
Measurement Period [Member] | |||||
Identifiable intangible asset | 11,924,617 | ||||
Tangible assets acquired (net of tangible liabilities assumed) | 497,339 | ||||
Goodwill | (8,400,490) | ||||
Deferred Tax for Identifiable intangible asset | (3,026,788) | ||||
Total | 0 | ||||
Preliminary Estimate [Member] | |||||
Identifiable intangible asset | 0 | ||||
Tangible assets acquired (net of tangible liabilities assumed) | 6,380,152 | ||||
Goodwill | 13,418,172 | ||||
Deferred Tax for Identifiable intangible asset | 0 | ||||
Total | 19,798,324 | ||||
Revised and Final [Member] | |||||
Identifiable intangible asset | 11,924,617 | ||||
Tangible assets acquired (net of tangible liabilities assumed) | 5,882,813 | ||||
Goodwill | 5,017,682 | ||||
Deferred Tax for Identifiable intangible asset | (3,026,788) | ||||
Total | $ 19,798,324 | ||||
P T G I International Carrier Services Inc [Member] | |||||
Goodwill | $ 549,129 | ||||
Cash | 892,000 | ||||
Total consideration | 892,000 | ||||
Cashe | 13,097,577 | ||||
Accounts receivable | 38,801,052 | ||||
Prepaids | 202,854 | ||||
Other current assets | 376,606 | ||||
Fixed assets | 508,371 | ||||
Other assets | 12,907,636 | ||||
Total assets | 65,894,096 | ||||
Accounts payable | 51,521,208 | ||||
Accrued liabilities | 1,108,397 | ||||
Other liabilities | 12,921,620 | ||||
Total liabilities | 65,551,225 | ||||
Total fair value of identifiable net assets and liabilities | $ 342,871 |
Business acquisitions (Detail_2
Business acquisitions (Details 2) - USD ($) | Jan. 14, 2022 | May 07, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash | $ 1,231,250 | ||||
Total consideration | $ 18,787,105 | ||||
Goodwill | $ 36,017,209 | $ 26,054,522 | $ 17,175,990 | ||
ANS [Member] | |||||
Cash | $ 12,948,324 | ||||
Series b preferred stock value | 6,850,000 | ||||
Total consideration | 19,798,324 | ||||
Cashe | 458 | ||||
Accounts receivable | 6,491,734 | ||||
Inventory | 170,785 | ||||
Deposits & Prepaids | 512,285 | ||||
Other current assets | 2,288,715 | ||||
Accrued revenue | 1,620,139 | ||||
Capital lease | 229,253 | ||||
Operating lease | 603,284 | ||||
Fixed assets | 680,119 | ||||
Total assets | 12,596,772 | ||||
Accounts payable | 2,638,234 | ||||
Accrued liabilities | 1,013,906 | ||||
Capital lease liability | 175,993 | ||||
operating lease liability | 603,284 | ||||
Line of credit | 1,785,203 | ||||
Total liabilities | 6,216,620 | ||||
Total fair value of identifiable net assets and liabilities | 6,380,152 | ||||
Goodwill | $ 13,418,172 | $ 13,552,549 |
Business acquisitions (Detail_3
Business acquisitions (Details 3) - USD ($) | 1 Months Ended | ||||
Jan. 14, 2022 | Dec. 22, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash | $ 1,231,250 | ||||
Total consideration | $ 18,787,105 | ||||
Goodwill | $ 36,017,209 | $ 26,054,522 | $ 17,175,990 | ||
B W Electrical Service L L C [Member] | |||||
Cash | $ 13,500,000 | ||||
Common stock | 4,538,570 | ||||
Total consideration | 18,038,570 | ||||
Cashe | 3,067,515 | ||||
Accounts receivable | 7,033,511 | ||||
Deposits, prepaids and other current assets, net | 92,816 | ||||
Investment in marketable securities | 2,279,978 | ||||
Cost in excess of billings | 969,909 | ||||
Property, plant and equipment, net | 104,573 | ||||
Right of used assets | 1,071,437 | ||||
Total assets | 14,619,739 | ||||
Accounts payable | 1,305,663 | ||||
Deferred revenue | 2,271,122 | ||||
Accrued liabilities | 1,662,791 | ||||
lease liability, Non current | 1,071,437 | ||||
Notes payable, net of discount | 2,000,000 | ||||
Total liabilities | 8,311,013 | ||||
Total fair value of identifiable net assets and liabilities | 6,308,726 | ||||
Goodwill | $ 11,729,844 |
Business acquisitions (Detail_4
Business acquisitions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jan. 14, 2022 | May 07, 2021 | Oct. 12, 2020 | Oct. 02, 2020 | Dec. 22, 2021 | Oct. 31, 2020 | Aug. 27, 2020 | Apr. 30, 2020 | Jun. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Relationship intangible asset | $ 11,924,617 | $ 11,924,617 | ||||||||||||
Deferred tax liability | 3,026,788 | 3,026,788 | ||||||||||||
Amortization expense | $ 861,222 | $ 861,222 | ||||||||||||
Total consideration | $ 18,787,105 | |||||||||||||
Common stock, Issued | 206,082,652 | 140,018,383 | 206,082,652 | 184,266,934 | 140,018,383 | |||||||||
Goodwill Impairment Loss | $ 16,626,862 | $ 13,757,907 | ||||||||||||
Goodwill | $ 36,017,209 | $ 17,175,990 | $ 36,017,209 | 26,054,522 | 17,175,990 | |||||||||
Common stock value | 17,530,278 | $ 20,608 | $ 140,018 | $ 20,608 | $ 18,426 | $ 140,018 | ||||||||
Par value of common stock issued | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Get Charged Inc [Member] | ||||||||||||||
Total consideration | $ 28,200,000 | |||||||||||||
Common stock, Issued | 60,000,000 | |||||||||||||
Goodwill Impairment Loss | $ 16,626,861 | $ 10,700,000 | ||||||||||||
Goodwill | 27,326,861 | |||||||||||||
Success fee | $ 525,000 | |||||||||||||
Stock issued value | $ 17,500,000 | |||||||||||||
Common stock value | $ 28,200,000 | |||||||||||||
Par value of common stock issued | $ 0.47 | |||||||||||||
Success fee percentage | 3% | |||||||||||||
Initial goodwill | $ 27,326,861 | |||||||||||||
Excess consideration transferred | 10,700,000 | |||||||||||||
Fixed assets written off | 1,489,401 | |||||||||||||
Trans World Enterprises Inc [Member] | ||||||||||||||
Total consideration | $ 3,057,907 | |||||||||||||
Goodwill Impairment Loss | $ 3,057,907 | |||||||||||||
Percent acquired | 100% | |||||||||||||
Date of acquisition | Apr. 30, 2020 | |||||||||||||
Series D and F preferred stock issued on business acquisition | 1,000,000 | |||||||||||||
The P T G I Acquisition [Member] | ||||||||||||||
Total consideration | $ 892,000 | |||||||||||||
Goodwill | $ 549,129 | $ 772,135 | ||||||||||||
Goodwill adjustment | $ 223,000 | |||||||||||||
Percent acquired | 100% | |||||||||||||
Success fee | $ 505,000 | |||||||||||||
B W Electrical Services L L C [Member] | ||||||||||||||
Aggregate Purchase Price Payable To Shareholders | $ 4,538,570 | |||||||||||||
Total consideration | $ 18,038,570 | |||||||||||||
Common stock, Issued | 1,285,714 | |||||||||||||
Goodwill | $ 11,729,844 | |||||||||||||
EV Depot [Member] | ||||||||||||||
Aggregate Purchase Price Payable To Shareholders | 17,530,278 | |||||||||||||
Total consideration | $ 18,787,105 | |||||||||||||
Common stock, Issued | 5,201,863 | |||||||||||||
Goodwill Impairment Loss | $ 18,500,000 | |||||||||||||
ANS [Member] | ||||||||||||||
Aggregate Purchase Price Payable To Shareholders | $ 6,850,000 | |||||||||||||
Total consideration | 19,798,324 | |||||||||||||
Goodwill | $ 13,418,172 | 13,552,549 | ||||||||||||
Preferred Stock Issued | 2,395,105 | |||||||||||||
Acquisition resulted | $ 5,017,682 | |||||||||||||
Series B preferred stock issued | 2,395,105 | |||||||||||||
Series B preferred stock issued value | $ 6,850,000 | |||||||||||||
Goodwill adjustment | $ 134,377 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 02, 2020 | Sep. 30, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advance in cash | $ 40,000 | ||||
Bill payment | $ 149,312 | ||||
Due to related party | 0 | $ 189,312 | |||
Aggregate purchase price | 10,000,000 | ||||
Korr Acquisition Group Inc. [Member] | |||||
Business Acquisition Cost Related Party | $ 320,000 | $ 320,000 | |||
Chairman [Member] | |||||
Upfront payment | $ 500,000 | ||||
Subordinated Creditors [Member] | |||||
Aggregate principal amount to related party | $ 546,444 | ||||
Aggregate purchase price | $ 495,000 | ||||
Subordinated Creditor Warrants [Member] | |||||
Warrants to purchase aggregate shares | 2,359,555 | ||||
Subordinated Creditor Note [Member] | |||||
Aggregate purchase price | $ 100,000 | ||||
Warrants to purchase aggregate shares | 220,000 | ||||
Aggregate principal amount | $ 110,000 | ||||
Mr. Deutsch [Member] | |||||
Stock Issued For Service | 1,500,000 | 1,500,000 | |||
Exercise Price | $ 2 | $ 2 |
Convertible notes payable (Deta
Convertible notes payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Total Face Value | $ 12,565,289 | $ 7,841,747 | |
Less: Unamortized Discount And Debt Issue Costs | $ 0 | (5,389,693) | (4,457,658) |
Carrying Value | 0 | 7,175,597 | 3,384,089 |
May 2021 Financing | |||
Total Face Value | 12,565,289 | 3,000,000 | |
Issued on April 30, 2021 | |||
Total Face Value | 66,400 | 0 | |
Issued on May 19, 2021 | |||
Total Face Value | 5,610,000 | 0 | |
Issued on November 3, 2020 | |||
Total Face Value | 3,888,889 | 3,888,889 | |
May 2020 Financing | |||
Total Face Value | 0 | 49,777 | |
November 2020 Financing | |||
Total Face Value | 0 | 288,889 | |
August 25, 2020 - September 14, 2020 Notes | |||
Total Face Value | 0 | 386,667 | |
Sutton Global | |||
Total Face Value | 0 | $ 227,525 | |
Issued on May 19, 2021 [Member] | |||
Total Face Value | 0 | 5,610,000 | |
Issued on April 30, 2021 [Member] | |||
Total Face Value | $ 0 | $ 66,400 |
Convertible notes payable (De_2
Convertible notes payable (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 06, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Interest Expense | $ 249,978 | $ 198,303 | $ 497,053 | $ 344,770 | ||
Amortization of debt discount | 4,845,236 | 920,914 | 5,391,022 | 982,788 | ||
Amortization Of Debt Issuance Costs | 0 | 0 | 0 | 7,397 | ||
Total | $ 5,095,214 | $ 1,119,217 | 5,888,075 | 1,334,955 | ||
Original issue discount | $ 1,340,333 | |||||
Beneficial conversion feature | $ 3,373,874 | |||||
Series G convertible preferred stock | 2,361,099 | |||||
Warrants (equity) | $ 2,774,557 | |||||
Common stock | $ 17,530,278 | $ 0 | 213,415 | |||
Day one derivative expense | (529,537) | |||||
Derivative expense | 748,421 | |||||
Convertible promissory note, carrying value | 2,953,171 | |||||
Face value | $ 13,235,333 | 13,235,333 | ||||
May 2021 Financing | ||||||
Original issue discount | 610,000 | |||||
Beneficial conversion feature | 0 | |||||
Warrants (equity) | 2,654,302 | |||||
Common stock | 0 | |||||
Day one derivative expense | (529,537) | |||||
Derivative expense | 0 | |||||
Convertible promissory note, carrying value | 2,345,698 | |||||
Face value | $ 5,610,000 | |||||
Series G convertible preferred stock (a) | 2,361,099 | |||||
May 2020 Financing | ||||||
Original issue discount | $ 300,000 | |||||
Beneficial conversion feature | $ 0 | |||||
Series G convertible preferred stock | 2,361,099 | |||||
Warrants (equity) | $ 120,017 | |||||
Common stock | 0 | |||||
Day one derivative expense | 529,537 | |||||
Derivative expense | 748,421 | |||||
Convertible promissory note, carrying value | 0 | |||||
Face value | 3,000,000 | |||||
November 2020 Financing | ||||||
Original issue discount | 388,889 | |||||
Beneficial conversion feature | 3,286,585 | |||||
Warrants (equity) | 0 | |||||
Common stock | 213,415 | |||||
Day one derivative expense | 0 | |||||
Derivative expense | 0 | |||||
Convertible promissory note, carrying value | 0 | |||||
Face value | 3,888,889 | |||||
August 25, 2020 - September 14, 2020 Notes | ||||||
Original issue discount | 41,444 | |||||
Beneficial conversion feature | 87,289 | |||||
Warrants (equity) | 238 | |||||
Common stock | 0 | |||||
Day one derivative expense | 0 | |||||
Derivative expense | 0 | |||||
Convertible promissory note, carrying value | 307,473 | |||||
Face value | 436,444 | |||||
Sutton Global | ||||||
Original issue discount | 0 | |||||
Beneficial conversion feature | 0 | |||||
Warrants (equity) | 0 | |||||
Common stock | 0 | |||||
Day one derivative expense | 0 | |||||
Derivative expense | 0 | |||||
Convertible promissory note, carrying value | 300,000 | |||||
Face value | $ 300,000 |
Convertible notes payable (De_3
Convertible notes payable (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 12, 2022 shares | May 22, 2021 USD ($) $ / shares shares | Nov. 03, 2020 USD ($) $ / shares shares | Aug. 27, 2020 USD ($) shares | May 06, 2020 USD ($) $ / shares shares | Mar. 24, 2021 USD ($) | Sep. 14, 2020 USD ($) shares | Apr. 30, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Convertible Notes Payable | $ 12,498,889 | ||||||||||||
Accrued Interest | 0 | $ 183,067 | $ 129,271 | ||||||||||
Discounted value | 8,205,504 | ||||||||||||
Amortization of debt discount | 2,301,655 | 2,667,733 | |||||||||||
Unamortized discount | $ 0 | $ 95,127 | 5,389,693 | 4,457,658 | |||||||||
Interest expense | 855,579 | 244,529 | |||||||||||
Debt issue costs | 0 | 13,400,000 | |||||||||||
Amortization of debt issue costs | 10,438 | $ 19,562 | |||||||||||
Face value | $ 13,235,333 | $ 13,235,333 | |||||||||||
Common stock, Issued | shares | 206,082,652 | 184,266,934 | 140,018,383 | ||||||||||
loss on modification of debt | $ 0 | $ 98,825 | |||||||||||
Conversion of stock | $ 79,990 | ||||||||||||
May 2021 Financing | |||||||||||||
Face value | 5,610,000 | ||||||||||||
Common stock, Issued | shares | 1,870,000 | 2,361,099 | |||||||||||
Purchase price | $ 5,000,000 | ||||||||||||
Conversion price | $ / shares | $ 3 | ||||||||||||
Maturity date | May 19, 2024 | ||||||||||||
Payment to investors amount | $ 75,000 | ||||||||||||
Convertible notes aggregate principal amount | $ 5,600,000 | ||||||||||||
May 2020 Financing | |||||||||||||
Face value | 3,000,000 | ||||||||||||
Maturity date | May 08, 2023 | ||||||||||||
Convertible notes aggregate principal amount | $ 3,000,000 | ||||||||||||
Exercise price | 0.50 | ||||||||||||
Purchase price of convertible notes payable | $ 2,700,000 | ||||||||||||
Warrants to purchase | shares | 7,600,000 | ||||||||||||
Interest rate | 8% | ||||||||||||
Initial conversion price | $ / shares | $ 0.25 | ||||||||||||
Maximum ownership | 9.99% | ||||||||||||
Convertible notes description | (i) $0.01 or (ii) 75% of the volume-weighted average price ("VWAP") of the Common Stock for the immediately preceding five (5) Trading Days on the date of conversion. The conversion price is also subject to adjustment due to certain events, including stock dividends, and stock splits. The Notes may be redeemed by the Company, in its sole discretion, in an amount equal to 110% of the principal amount | ||||||||||||
November 2020 Financing | |||||||||||||
Face value | 3,888,889 | ||||||||||||
Common stock, Issued | shares | 903,226 | ||||||||||||
Purchase price | $ 3,500,000 | ||||||||||||
Maturity date | Nov. 03, 2024 | ||||||||||||
Convertible notes aggregate principal amount | $ 3,900,000 | ||||||||||||
Initial conversion price | $ / shares | $ 0.25 | ||||||||||||
August 25, 2020 - September 14, 2020 Notes | |||||||||||||
Accrued Interest | $ 13,297 | ||||||||||||
Face value | 436,444 | ||||||||||||
Convertible notes aggregate principal amount | $ 436,444 | ||||||||||||
Purchase price of convertible notes payable | $ 395,000 | ||||||||||||
Warrants to purchase | shares | 872,887 | ||||||||||||
Convertible note face value | $ 436,444 | ||||||||||||
Coupon rate | 8% | ||||||||||||
Conversion of stock shares | shares | 1,862,146 | ||||||||||||
Related party converted into principal amount | $ 288,889 | ||||||||||||
Related party | $ 288,889 | ||||||||||||
Conversion in common stock | shares | 1,208,743 | ||||||||||||
Sutton Global | |||||||||||||
Accrued Interest | $ 12,125 | ||||||||||||
Face value | $ 300,000 | ||||||||||||
Initial conversion price | $ / shares | $ 0.0005 | ||||||||||||
Convertible note face value | $ 300,000 | ||||||||||||
Coupon rate | 6% | ||||||||||||
loss on modification of debt | $ 98,825 | ||||||||||||
Conversion of stock | $ 149,000 | ||||||||||||
Conversion of stock shares | shares | 319,950 | 644,499 |
Convertible notes payable, re_3
Convertible notes payable, related parties (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Notes Payable | $ 0 | $ 275,984 |
Face Value [Member] | ||
Convertible Notes Payable | 660,000 | |
Convertible Note Payable [Member] | ||
Convertible Notes Payable | 275,984 | |
Unamortized discount and debt issue costs | 0 | 95,127 |
Convertible Note Payable [Member] | Face Value [Member] | ||
Convertible Notes Payable | 0 | 371,111 |
May 8,2020 | Convertible Note Payable [Member] | ||
Convertible Notes Payable | 0 | 261,111 |
September 2,2020 | Convertible Note Payable [Member] | ||
Convertible Notes Payable | $ 0 | $ 110,000 |
Convertible notes payable, re_4
Convertible notes payable, related parties (Details)1 - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Original issue discount | $ 65,000 | |
Beneficial conversion feature | 66,000 | |
Warrants (Equity) | 96,940 | |
Convertible promissory note | 432,060 | |
Convertible notes payable | $ 0 | 275,984 |
9 Madison Inc [Member] | ||
Original issue discount | 10,000 | |
Warrants (Equity) | 61 | |
Convertible promissory note | 33,939 | |
Beneficial conversion feature | 66,000 | |
Face Value [Member] | ||
Convertible notes payable | 660,000 | |
Face Value [Member] | 9 Madison Inc [Member] | ||
Convertible notes payable | 110,000 | |
Korr Acquisition Group Inc. [Member] | ||
Original issue discount | 55,000 | |
Warrants (Equity) | 96,879 | |
Convertible promissory note | 398,121 | |
Beneficial conversion feature | 0 | |
Korr Acquisition Group Inc. [Member] | Face Value [Member] | ||
Convertible notes payable | $ 550,000 |
Convertible notes payable relat
Convertible notes payable related parties (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 27, 2020 | |
Warrants | $ 658,667 | ||||||
Korr Value Converted | $ 261,111 | $ 261,111 | $ 261,111 | ||||
Amortization of debt discount | 95,127 | ||||||
Interest expense | 6,019 | 0 | $ 26,703 | ||||
Convertible notes payable | $ 0 | $ 0 | 4,475,260 | 1,947,945 | $ 288,889 | ||
Amortization of debt discounts | 95,127 | ||||||
9 Madison converted | 110,000 | ||||||
Convertible notes payable | $ 0 | $ 275,984 | |||||
Common stock, Issued | 206,082,652 | 206,082,652 | 184,266,934 | 140,018,383 | |||
Interest paid KORR Value | $ 745,728 | $ 267,681 | $ 1,480,781 | $ 448,683 | $ 1,457,900 | $ 391,781 | |
Convertible Note Payable [Member] | |||||||
Convertible Notes Issue | $ 0 | 550,000 | |||||
Convertible notes payable | 275,984 | ||||||
Convertible Note Payable [Member] | September 2,2020 | |||||||
Convertible notes payable | 110,000 | ||||||
Convertible Note Payable [Member] | Aggregate purchase [Member] | |||||||
Convertible Notes Issue | $ 495,000 | ||||||
9 Madison Inc [Member] | |||||||
Common stock, Issued | 458,709 | 440,000 | |||||
Accrued interest | $ 4,677 | ||||||
Accrued Interest or interest payable | $ 4,677 | $ 4,677 | |||||
Face Value [Member] | |||||||
Convertible notes payable | $ 660,000 | ||||||
Face Value [Member] | Convertible Note Payable [Member] | |||||||
Convertible notes payable | $ 0 | 371,111 | |||||
Face Value [Member] | 9 Madison Inc [Member] | |||||||
Convertible notes payable | $ 110,000 | ||||||
K O R R Value L P [Member] | |||||||
Common stock, Issued | 1,115,638 | 1,115,638 | 1,115,638 | 1,151,515 | |||
Accrued Interest or interest payable | $ 17,798 | $ 17,798 | |||||
Accrued interest | $ 17,798 | ||||||
KORR Value [Member] | |||||||
Interest paid KORR Value | $ 13,183 | ||||||
9 Madison Inc | Convertible Note Payable [Member] | Aggregate purchase [Member] | |||||||
Convertible Notes Issue | $ 100,000 |
Line of credit (Details Narrati
Line of credit (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Mar. 30, 2022 | |
B W [Member] | |||
Line Of Credit Available With A Bank | $ 3,000,000 | $ 3,000,000 | |
Collateral | There are no financial commitments or covenants on the line of credit. As of December 31, 2021 | ||
Interest Rate Description | There are no financial commitments or covenants on the line of credit | Interest is payable monthly at the Wall Street Journal prime rate (3.25% at December 31, 2021) | |
Lenders Index Rate | 3.50% | 3.25% | |
Outstanding balance of line of credit | $ 0 | ||
ANS [Member] | |||
Line Of Credit Available With A Bank | $ 4,000,000 | $ 4,000,000 | |
Collateral | There are no financial commitments or covenants on the line of credit | There are no financial commitments or covenants on the line of credit. As of December 31, 2021 | |
Interest Rate Description | Interest is payable monthly at the Wall Street Journal prime rate (3.25% at December 31,2021) | ||
Lenders Index Rate | 4.75% | 3.25% | 4.75% |
Outstanding balance of line of credit | $ 2,757,218 | $ 1,898,143 | |
Equipment | ANS [Member] | |||
Line Of Credit Available With A Bank | $ 750,000 | 750,000 | |
Outstanding balance of line of credit | $ 0 | ||
Federal Home Loan Bank rate | 2.50% |
Notes payable (Details)
Notes payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Paycheck Protection Program Loan | $ 0 | $ 2,000,000 | $ 0 |
Notes Payable Issued | 11,860,055 | 11,860,055 | 0 |
Notes Payable Issued December | 15,925,926 | 15,925,926 | 0 |
Notes Payable | 22,253,430 | 26,087,523 | $ 0 |
Unamortized Discount | (5,532,551) | (3,698,458) | |
Face Value [Member] | |||
Notes Payable | $ 27,785,981 | $ 29,785,981 |
Notes payable (Details 1)
Notes payable (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible notes payable | ||||||
Interest Expense | $ 484,639 | $ 0 | $ 969,278 | $ 0 | ||
Amortization of debts discount | 1,568,835 | 0 | 2,052,644 | 0 | $ 3,055,978 | $ 2,667,733 |
Total | $ 2,053,474 | $ 0 | $ 3,021,922 | $ 0 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Paycheck Protection Program loan | $ 0 | $ 0 | $ 2,000,000 | $ 0 | ||
Notes payable issued | 11,860,055 | 0 | ||||
Aggregate Purchase Price May | $ 10,000,000 | |||||
Notes Coupon | 8% | |||||
Notes payable issued December | 15,925,926 | 15,925,926 | $ 15,925,926 | 0 | ||
Aggregate Purchase Price December | $ 13,333,200 | |||||
Note Coupon December | 7.50% | |||||
Reimburse The Sba Loan | 2,000,000 | 2,000,000 | ||||
Interest Expense Notes | $ 558,475 | |||||
Paycheck Protection Program Loan | 2,000,000 | 2,000,000 | ||||
SBA loan reclassified | 2,000,000 | 2,000,000 | ||||
Debt Instrument Unamortized Discount | 3,698,458 | |||||
Accrued Interest Notes | 0 | 0 | 115,250 | |||
Amortization of Debt Discount | $ 6,414,071 | $ 920,914 | $ 7,443,668 | $ 982,788 | (3,055,978) | $ (2,667,733) |
Notes Payable, Other Payables [Member] | ||||||
Amortization of Debt Discount | $ 754,323 |
Derivative liabilities (Details
Derivative liabilities (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Derivative liability | $ 40,400,000 | $ 0 | $ 750,000 | $ 749,600 |
Derivative deemed dividend | $ 32,800,000 | |||
Maximum [Member] | ||||
Cash maximum | $ 750,000 |
Derivative liabilities (Detai_2
Derivative liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Liability balance at December 31, | $ 0 | $ 749,600 | $ 749,600 | |
Reclass of derivative | 40,442,518 | (749,200) | ||
Change in fair value of derivative liabilities | 0 | (400) | 400 | $ 530,716 |
Derivative Liability balance at June 30, | 40,442,518 | 0 | 0 | 749,600 |
Derivative Liabilities Fair Value | (400) | (530,716) | ||
Derivative liability | $ 40,400,000 | $ 750,000 | 0 | 749,600 |
Other Expense [Member] | ||||
Derivative liability | 0 | 529,537 | ||
Change During Period Fair Values Disclosures [Member] | ||||
Derivative liability | $ 400 | $ 1,179 |
Derivative liabilities (Detai_3
Derivative liabilities (Details 1) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Number of Periods | 152 years | |||
Discount rate | 0.13% | |||
Derivative liability | $ 749,600 | $ 40,400,000 | $ 0 | $ 750,000 |
Future [Member] | Convertible Note Payable [Member] | ||||
Derivative liability | $ 750,000 |
Derivative liabilities (Detai_4
Derivative liabilities (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible notes payable | ||
Balances at beginning of period | $ 749,600 | $ 0 |
Embedded Derivatives | 0 | 748,421 |
Changes in Fair Value Inputs | 400 | 1,179 |
Reclass to Additional Paid in capital | (750,000) | 0 |
Balances at end of period | $ 0 | $ 749,600 |
Leases (Details)
Leases (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases (Details) | |||
Office | $ 1,481,993 | ||
Vehicles | 76,059 | ||
Finance lease | $ 381,110 | 469,645 | $ 0 |
Total Right of use Assets | $ 2,027,697 |
Leases (Details 1)
Leases (Details 1) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short term lease liabilities | |||
Operating lease | $ (125,191) | ||
Finance lease | (159,215) | ||
Short term lease liabilities | (284,406) | ||
Long term lease liabilities | |||
Operating lease | (1,442,743) | ||
Finance lease | $ (134,639) | (218,825) | $ 0 |
Long term lease liabilities | (1,661,568) | ||
Total Lease liabilities | $ (1,945,974) |
Leases (Details 2)
Leases (Details 2) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Operating lease costs: | |
Selling, general and administrative expenses | $ 71,289 |
Finance lease costs: | |
Operating expenses | 94,410 |
Total lease costs | $ 165,699 |
Leases (Details 3)
Leases (Details 3) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Lease | ||
2022 | $ 314,642 | |
2023 | 295,888,000 | |
2024 | 292,880 | |
2025 | 275,397 | |
2026 | 212,741 | |
2027 | 164,028 | |
2028 | 154,870 | |
Total lease payments | 1,710,446 | |
Less imputed interest | 142,512 | |
Present value of lease liability | $ 1,325,013 | 125,191 |
Financing Lease | ||
2022 | 185,697 | |
2023 | 117,370 | |
2024 | 78,279 | |
2025 | 54,571 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Total lease payments | 435,917 | |
Less imputed interest | 57,877 | |
Present value of lease liability | $ 378,040 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments, contingencies, and concentration risk | |||
Lease Revenue | $ 1.3 | $ 2.4 | |
Weighted-average remaining years for the finance leases | 2 years 3 months 18 days | ||
Weighted-average remaining years for the Operating leases | 6 years 3 months 7 days | ||
Weighted-average discount rate for Operating leases | 3% |
Reportable segments (Details)
Reportable segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||||||
Telecommunications | $ 452,766,913 | $ 84,723,235 | ||||
Infrastructure | 24,251,250 | 2,791 | ||||
Total revenue | $ 181,040,612 | $ 129,576,795 | $ 344,018,502 | $ 240,710,698 | 477,018,163 | 84,726,026 |
(Loss) Income from operations | ||||||
Telecommunications | 1,678,551 | 274,765 | ||||
Infrastructure | 586,495 | (602,061) | ||||
Non-operating corporate | (40,549,511) | (4,422,723) | ||||
Total (loss) from operations | (12,466,070) | (11,694,452) | (25,252,350) | (17,068,095) | $ (38,284,465) | $ (4,750,019) |
(Loss) Income from operations [Member] | ||||||
Revenue | ||||||
Telecommunications | 360,590 | 587,094 | 887,252 | 1,276,565 | ||
Infrastructure | 1,656,342 | (271,449) | 3,293,159 | (739,966) | ||
(Loss) Income from operations | ||||||
Non-operating corporate | (14,483,002) | (12,010,097) | (29,432,761) | (17,604,694) | ||
Total (loss) from operations | (12,466,070) | (11,694,452) | (25,252,350) | (17,068,095) | ||
Revenue [Member] | ||||||
Revenue | ||||||
Telecommunications | 155,606,953 | 125,960,397 | 298,967,241 | 237,085,903 | ||
Infrastructure | 25,433,659 | 3,616,398 | 45,051,261 | 3,624,795 | ||
Total revenue | $ 181,040,612 | $ 129,576,795 | $ 344,018,502 | $ 240,710,698 |
Reportable segments (Details 1)
Reportable segments (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from operations | $ (12,466,070) | $ (11,694,452) | $ (25,252,350) | $ (17,068,095) | $ (38,284,465) | $ (4,750,019) | ||
Loss on impairment | (18,116,263) | (13,757,907) | ||||||
Net income from investments | (912,369) | 859,614 | (1,022,375) | 4,261,328 | 3,330,057 | 49,710 | ||
Amortization of debt discount | (3,055,978) | (2,667,733) | ||||||
Other income (expense), net | 715,238 | (10,508) | 913,591 | (10,838) | 1,063,772 | (415,202) | ||
Interest expense | (1,457,900) | (391,781) | ||||||
Foreign exchange adjustments | (86,191) | (533,663) | (334,496) | 425,309 | ||||
Amortization of debt discount, related party | (95,127) | (28,032) | ||||||
Amortization of debt issue costs | 10,438 | 19,562 | ||||||
Stock issuance costs | 0 | 13,400,000 | ||||||
Interest expense, related party | 6,019 | 0 | 26,703 | |||||
loss on modification of debt | 0 | 98,825 | ||||||
Total other expenses | (18,676,373) | (30,330,726) | ||||||
Loss from operations before income taxes | (56,960,838) | (35,080,745) | ||||||
Income tax (expense) benefit | 5,291,867 | 438,104 | ||||||
Net loss, amount | (19,642,252) | $ (13,139,797) | (10,084,977) | $ (1,598,563) | (32,782,154) | (11,664,083) | (51,668,971) | (34,642,641) |
Amortization Of Debt Discount, Related Party | 0 | 0 | 0 | 95,127 | $ 95,127 | $ 28,032 | ||
Operating Segment [Member] | ||||||||
Loss from operations | (12,466,070) | (11,694,452) | (25,252,350) | (17,068,095) | ||||
Net income from investments | (912,369) | 859,614 | (1,022,375) | 4,261,328 | ||||
Amortization of debt discount | 6,414,071 | 920,914 | 7,443,668 | 982,788 | ||||
Other income (expense), net | 715,238 | (10,508) | 913,591 | 10,838 | ||||
Interest expense | 745,728 | 267,681 | 1,480,781 | 448,683 | ||||
Foreign exchange adjustments | 169,411 | (61,234) | 86,191 | 512,712 | ||||
Total other expenses | (7,187,519) | (400,723) | (9,119,424) | (2,211,180) | ||||
Loss from operations before income taxes | (19,653,589) | (12,095,175) | 34,371,774 | 14,856,915 | ||||
Income tax (expense) benefit | 11,337 | 2,010,198 | 1,589,620 | 3,192,832 | ||||
Net loss, amount | (19,642,252) | (10,084,977) | (32,782,154) | 11,664,083 | ||||
Amortization Of Debt Discount, Related Party | $ 0 | $ 0 | $ 0 | $ (95,127) |
Reportable segments (Details 2)
Reportable segments (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation and Amortization | ||||||
Depreciation And Amortization | $ 1,312,119 | $ 147,903 | $ 529,000 | $ 82,662 | ||
Telecommunications [Member] | ||||||
Depreciation and Amortization | ||||||
Depreciation And Amortization | $ 42,422 | $ 49,648 | 85,922 | 99,595 | 197,691 | 82,662 |
Infrastructure [Member] | ||||||
Depreciation and Amortization | ||||||
Depreciation And Amortization | $ 331,309 | $ 0 | ||||
Infracture [Member] | ||||||
Depreciation and Amortization | ||||||
Depreciation And Amortization | $ 1,060,643 | $ 48,308 | $ 1,226,197 | $ 48,308 |
Reportable segments (Details 3)
Reportable segments (Details 3) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Expenditures | ||||
Total Capital Expenditures | $ 1,355,297 | $ 202,613 | ||
Telecommunications [Member] | ||||
Capital Expenditures | ||||
Total Capital Expenditures | 0 | 0 | ||
Infrastructure [Member] | ||||
Capital Expenditures | ||||
Total Capital Expenditures | $ 70,542 | $ 1,355,297 | $ 1,355,297 | $ 202,613 |
Reportable segments (Details 4)
Reportable segments (Details 4) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Investments | ||||
Total Investments | $ 9,718,743 | $ 3,398,972 | ||
Telecommunications [Member] | ||||
Investments | ||||
Total Investments | 0 | 0 | ||
Infrastructure [Member] | ||||
Investments | ||||
Total Investments | $ 1,488,152 | $ 2,279,978 | 2,279,978 | 149,262 |
Non-operatingcorporate | ||||
Investments | ||||
Total Investments | $ 14,937,000 | $ 7,438,765 | $ 7,438,765 | $ 3,249,710 |
Reportable segments (Details 5)
Reportable segments (Details 5) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Total Assets | |||
Total Assets | $ 207,308,039 | $ 143,609,512 | $ 99,407,319 |
Telecommunications [Member] | |||
Total Assets | |||
Total Assets | 97,257,845 | 73,658,598 | 78,851,623 |
Infrastructure [Member] | |||
Total Assets | |||
Total Assets | 80,850,627 | 56,700,601 | 21,390,426 |
Non-operatingcorporate | |||
Total Assets | |||
Total Assets | 111,328,924 | 79,579,215 | 35,872,090 |
Eliminations [Member] | |||
Total Assets | |||
Total Assets | $ 82,129,357 | $ 66,328,902 | $ 36,706,820 |
Equity (Details)
Equity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity | ||||
Options Outstanding, beginning balance | 46,905,000 | 44,920,000 | 20,500,000 | 0 |
Options Granted | 3,475,000 | 2,550,000 | 25,890,000 | 20,500,000 |
Options Exercised | (10,000) | 0 | 0 | |
Options Cancelled | (687,500) | (565,000) | (1,470,000) | 0 |
Shares | ||||
Options Outstanding, ending balance | 49,682,500 | 46,905,000 | ||
Options Exercisable | 18,361,001 | 14,737,501 | 12,807,500 | 2,500,000 |
Options Outstanding, Beginning Balance | $ 1.85 | $ 1.78 | $ 0.51 | |
Options Granted | 5 | 3.47 | 2.82 | $ 0.51 |
Options Exercised | (2) | 0 | 0 | |
Options Cancelled | (2.99) | (3.16) | (2.59) | |
Option outstanding, ending balance | 1.69 | 1.85 | 1.78 | 0.51 |
Options Exercisable | $ 1.47 | $ 1.14 | $ 0.94 | $ 0.49 |
Options Exercised | 10,000 | 0 | 0 | |
Options Outstanding, Ending Balance | 46,905,000 | 44,920,000 | 20,500,000 | |
Weighted Average Exercise Price | ||||
Options Exercised | $ 2 | $ 0 | $ 0 |
Equity (Details 1)
Equity (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Warrants | ||||
Options Outstanding, Beginning Balance | $ 1.85 | $ 1.78 | $ 0.51 | |
Option outstanding, ending balance | $ 1.69 | $ 1.85 | $ 1.78 | $ 0.51 |
Warrants | ||||
Warrants Outstanding, Beginning Balance | 24,084,772 | 24,084,772 | 19,844,402 | 0 |
Issued | 2,000,000 | 4,240,370 | 19,844,402 | |
Exercised | 8,044,848 | 0 | ||
Expired | 0 | |||
Warrants Outstanding, Ending Balance | 18,039,924 | 24,084,772 | 24,084,772 | 19,844,402 |
Warrant exercisable | 18,039,924 | 24,084,772 | 24,084,772 | 19,844,402 |
Number of Warrants | ||||
Options Outstanding, Beginning Balance | $ 1.74 | $ 1.74 | ||
Weighted Average Exercise Price, Issued | 8.50 | |||
Weighted Average Exercise Price, Exercised | (1.21) | |||
Option outstanding, ending balance | 2.55 | $ 1.74 | $ 1.74 | |
Weighted Average Exercise Price, Exercisable | $ 2.55 | |||
Weighted Average Remaining Contractual Life | 2 years 3 months 18 days | 2 years 8 months 12 days | 3 years | |
Weighted Average Remaining Contractual Life, Issued | 2 years 9 months 18 days | 0 years | ||
Weighted Average Remaining Contractual Life, Exercisable | 2 years 3 months 18 days | 2 years 8 months 12 days | ||
Weighted Average Price Exercise | ||||
Weighted Average Exercise Price, Warrants Outstanding, Beginning Balance | $ 1.74 | $ 1.26 | $ 0 | |
Weighted Average Exercise Price, Warrants Outstanding, Ending Balance | 1.74 | 1.26 | ||
Weighted Average Exercise Price, Outstanding Exercisable | $ 1.74 | $ 1.26 | ||
Weighted Average Remaining Contractual Life, Warrants Outstanding, Beginning Balance | 3 years 6 months | 0 years | ||
Weighted Average Remaining Contractual Life, Warrants Outstanding, Ending Balance | 3 years | 3 years 6 months | ||
Weighted Average Remaining Contractual Life, Outstanding Exercisable | 3 years | 3 years 6 months |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Feb. 25, 2022 | Oct. 27, 2021 | Dec. 08, 2020 | Dec. 07, 2020 | Dec. 07, 2020 | May 06, 2020 | Dec. 17, 2021 | May 21, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Apr. 20, 2022 | Jan. 14, 2022 | Jun. 30, 2021 | May 19, 2021 | Nov. 03, 2020 | Aug. 27, 2020 | May 08, 2020 | Apr. 30, 2020 | Jan. 15, 2020 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||
Outstanding warrants to purchase Common Stock | 11,800,000 | ||||||||||||||||||||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Derivative liability | $ 40,400,000 | $ 0 | $ 749,600 | $ 750,000 | |||||||||||||||||||
Deemed dividend amount | $ 32,800,000 | ||||||||||||||||||||||
Weighted average remaining life stock options | 4 years 9 months 29 days | 5 years 4 months 6 days | |||||||||||||||||||||
Unrecognized costs related to stock options granted | $ 39,245,445 | $ 48,175,745 | |||||||||||||||||||||
Preferred stock, shares allocated | 4,234,525 | ||||||||||||||||||||||
Preferred conversion face value | $ 79,990 | ||||||||||||||||||||||
Common stock, Issued | 206,082,652 | 184,266,934 | 140,018,383 | ||||||||||||||||||||
Aggregate Face Value | $ 13,235,333 | $ 13,235,333 | |||||||||||||||||||||
Convertible notes payable | $ 0 | 4,475,260 | $ 1,947,945 | $ 288,889 | |||||||||||||||||||
Common stock value | $ 20,608 | 18,426 | 140,018 | $ 17,530,278 | |||||||||||||||||||
Other expenses | 18,676,373 | 30,330,726 | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Preferred conversion face value | $ 33 | ||||||||||||||||||||||
Converson of stock, share issued | 319,950 | ||||||||||||||||||||||
Common stock, Issued | 1,428,575 | ||||||||||||||||||||||
Warrant share Purchase | 200,000 | ||||||||||||||||||||||
Common Stock, Per share | $ 8.50 | ||||||||||||||||||||||
Aggregate Purchase price of Common share | $ 10,000,025 | ||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Equity classified value | $ 2,100,000 | ||||||||||||||||||||||
Purchase of stock | $ 2,500,000 | ||||||||||||||||||||||
Stock price per share | $ 0.25 | ||||||||||||||||||||||
Sale of stock | 8,700,000 | ||||||||||||||||||||||
Common stock value | $ 2,175,000 | ||||||||||||||||||||||
Warrants to purchase | 10,000,000 | ||||||||||||||||||||||
Exercise price | $ 2 | ||||||||||||||||||||||
Warrants value | $ 15,500,000 | ||||||||||||||||||||||
Warrants issued to placement agent | 15,500,000 | ||||||||||||||||||||||
Other expenses | $ 13,400,000 | ||||||||||||||||||||||
CEO | |||||||||||||||||||||||
Stock issued during period, new issues, shares | 200,000 | ||||||||||||||||||||||
Related party advance, converted amount | $ 2,000,000 | ||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, conversion basis | The Series D liquidation preference is equal to $10.6191 per share | ||||||||||||||||||||||
Preferred stock, shares outstanding | 1,177,023 | ||||||||||||||||||||||
Preferred Stock Issued | 1,177,023 | 1,000,000 | |||||||||||||||||||||
Preferred stock value | $ 118 | $ 0 | |||||||||||||||||||||
Conversion of preferred sotck | $ 3,550,747 | ||||||||||||||||||||||
Redeemable of preferred sotck | 6,226,370 | ||||||||||||||||||||||
Conversion of warrant | $ 3,116,054 | ||||||||||||||||||||||
Conversion price per shares | $ 0.4248 | $ 3.125 | |||||||||||||||||||||
Dividend fixed annual rate | 2.25% | ||||||||||||||||||||||
Liquidation Preference share | $ 0.23893 | ||||||||||||||||||||||
Preferred Stock, Shares Redeemed | 6,226,370 | ||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||
Preferred Stock Issued | 2,395,105 | ||||||||||||||||||||||
Preferred stock value | $ 6,850,000 | $ 6,850,000 | $ 0 | ||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||
Preferred stock, conversion basis | The Company has valued the beneficial conversion feature of the Series C Preferred shares at $3,550,747 and the warrants at $3,116,054, therefore resulting in a deemed dividend of $7,407,407 at the time of issuance. | ||||||||||||||||||||||
Preferred stock, shares outstanding | 2,370,370 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 2,370,370 | 0 | |||||||||||||||||||||
Preferred stock value | $ 0 | $ 237 | $ 0 | ||||||||||||||||||||
Conversion of preferred sotck | $ 3,550,747 | ||||||||||||||||||||||
Redeemable of preferred sotck | 2,370,370 | ||||||||||||||||||||||
Deemed dividend | $ 7,407,407 | ||||||||||||||||||||||
Conversion of warrant | $ 3,116,054 | ||||||||||||||||||||||
Series C Preferred Stock [Member] | February 2022 Investors [Member] | |||||||||||||||||||||||
Preferred Stock Issued | 3,856,000 | ||||||||||||||||||||||
Preferred Stock Series C [Member] | |||||||||||||||||||||||
Preferred stock, shares outstanding | 6,226,370 | 2,370,370 | |||||||||||||||||||||
Preferred Stock Issued | 6,226,370 | 2,370,370 | |||||||||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||||||||
Preferred stock, shares allocated | 1,000,000 | ||||||||||||||||||||||
Conversion of stock, shares converted | 1,000,000 | ||||||||||||||||||||||
Preferred stock, conversion basis | 1 preferred share is convertible to 1 common share | 1 Preferred share is convertible to 100 common shares | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 1,000,000 | |||||||||||||||||||||
Converson of stock, share issued | 1,000,000 | ||||||||||||||||||||||
Series B Convertible Preferred Stock | |||||||||||||||||||||||
Preferred stock, shares allocated | 2,395,105 | ||||||||||||||||||||||
Conversion of stock, shares converted | 2,155,592 | ||||||||||||||||||||||
Preferred stock, conversion basis | 1 preferred share is convertible to 1 common share | 100,000 preferred shares are convertible to 9.9% common shares | |||||||||||||||||||||
Preferred stock, shares outstanding | 239,510 | 2,395,105 | 0 | ||||||||||||||||||||
Preferred stock value | $ 685,000 | ||||||||||||||||||||||
Redeemable of preferred sotck | 2,370,370 | ||||||||||||||||||||||
Series B Convertible Preferred Stock | CEO | |||||||||||||||||||||||
Stock issued during period, new issues, shares | 200,000 | ||||||||||||||||||||||
Related party advance, converted amount | $ 200,000 | ||||||||||||||||||||||
Stock cancelled, shares | 200,000 | ||||||||||||||||||||||
Series B Convertible Preferred Stock | ANS | |||||||||||||||||||||||
Preferred Stock Issued | 2,395,105 | ||||||||||||||||||||||
Preferred stock value | $ 6,850,000 | ||||||||||||||||||||||
Business acquisition, equity Interests Issued | $ 6,850,000 | ||||||||||||||||||||||
Series C Convertible Preferred Stock | |||||||||||||||||||||||
Preferred stock, shares allocated | 2,370,370 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 2,370,370 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 2,370,370 | 0 | |||||||||||||||||||||
Series C Convertible Preferred Stock | Arena Investors LP [Member] | |||||||||||||||||||||||
Preferred stock, conversion basis | 1 Preferred share is convertible to 10 common shares | ||||||||||||||||||||||
Preferred Stock Issued | 2,370,370 | 0 | |||||||||||||||||||||
Payment to investors amount | $ 75,000 | ||||||||||||||||||||||
Business acquisition, equity Interests Issued | $ 6,666,800 | ||||||||||||||||||||||
Conversion price per shares | $ 3.125 | ||||||||||||||||||||||
Preferred stock, shares designations | 2,370,370 | ||||||||||||||||||||||
Preferred stock voting rights | 1 Preferred Shares for 5,000 votes | ||||||||||||||||||||||
Series D Convertible Preferred Stock | |||||||||||||||||||||||
Preferred stock, conversion basis | 1,000,000 shares of Series D Preferred Stock were converted into 63,711,968 shares of common stock | ||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 0 | 0 | 1,000,000 | ||||||||||||||||||||
Preferred stock voting rights | The holder of this Series of Preferred shall be entitled to vote and shall in aggregate represent 80% of the votes | ||||||||||||||||||||||
Reverse stock split | 500 to 1 reverse stock split upon which the amount converted will equal 80% of the issued and outstanding common per the reverse split | ||||||||||||||||||||||
Series D Convertible Preferred Stock | Arena Investors LP [Member] | |||||||||||||||||||||||
Preferred Stock Issued | 2,370,370 | 1,177,023 | 3,000,000 | ||||||||||||||||||||
Payment to investors amount | $ 75,000 | $ 75,000 | |||||||||||||||||||||
Business acquisition, equity Interests Issued | $ 10,845,000 | 6,666,800 | |||||||||||||||||||||
Preferred stock, shares designations | 2,370,370 | ||||||||||||||||||||||
Aggregate Face Value | 7,407,406 | $ 12,498,889 | |||||||||||||||||||||
Convertible notes payable | $ 3,550,747 | $ 5,610,000 | $ 3,888,889 | ||||||||||||||||||||
Unamortized discount | 4,293,385 | ||||||||||||||||||||||
Series E Convertible Preferred Stock | |||||||||||||||||||||||
Conversion of stock, shares converted | 418,251 | ||||||||||||||||||||||
Preferred stock, conversion basis | 543,251 shares of Series E Preferred Stock were converted into 1,086,502 shares of common stock | 1 preferred share is convertible into 1,000 common shares | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 0 | 0 | |||||||||||||||||||||
Preferred conversion face value | $ 38,100 | ||||||||||||||||||||||
Accrued interest | $ 3,725 | ||||||||||||||||||||||
Preferred stock sold | 125,000 | ||||||||||||||||||||||
Preferred stock value | $ 12,500 | ||||||||||||||||||||||
Series F Convertible Preferred Stock | |||||||||||||||||||||||
Conversion of stock, shares converted | 1,000,000 | ||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 1,000,000 | 1,000,000 | 0 | 0 | 1,000,000 | ||||||||||||||||||
Series G Convertible Preferred Stock | |||||||||||||||||||||||
Preferred stock, conversion basis | 7.5 shares of Series G Preferred Stock were converted into 6,199,135 shares of common stock | ||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||||
Preferred Stock Issued | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares issued per share | $ 7.5 | ||||||||||||||||||||||
Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Converson of stock, share issued | 30,754,896 | ||||||||||||||||||||||
Series D Preferred Stocks [Member] | February 2022 Investors [Member] | |||||||||||||||||||||||
Preferred Stock Issued | 3,856,000 | ||||||||||||||||||||||
Deemed Dividend | 3,856,000 | ||||||||||||||||||||||
Aggregate Face Value | $ 12,050,000 |
Commitments contingencies and c
Commitments contingencies and concentration risk (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal Deposit Insurance Corporation | $ 250,000 | $ 250,000 | ||
Excess Of Fdic Insurance | $ 44,516,287 | $ 44,516,287 | $ 17,503,737 | $ 9,715,716 |
Account Receivable [Member] | Two Customer [Member] | ||||
Concentration Of Credit Risk | 10% | 10% | ||
Aggregate Accounted Credit Risk Percentage | 32% | 27% | ||
Aggregate accounted credit risk percentage | 25% | |||
Account Receivable [Member] | One Customer [Member] | ||||
Concentration Of Credit Risk | 10% | |||
Aggregate Accounted Credit Risk Percentage | 25% | |||
Revenue [Member] | Three Customer [Member] | ||||
Concentration Of Credit Risk | 10% | |||
Aggregate Accounted Credit Risk Percentage | 40% | 41% | ||
Concentration Of Credit Risk1 | 10% | |||
Aggregate accounted credit risk percentage | 41% | |||
Revenue [Member] | Customer [Member] | ||||
Concentration Of Credit Risk | 10% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||||||
Income (loss) Before Income Tax Benefit | $ (19,653,589) | $ (12,095,175) | $ (34,371,774) | $ (14,856,915) | ||
Income tax benefit (expense) | $ 11,337 | $ 2,010,198 | $ 1,589,620 | $ 3,192,832 | $ 5,291,867 | $ 438,104 |
Effective Tax Rate | 0.10% | 16.60% | 4.60% | 21.50% | ||
Current: | ||||||
Federal | 0 | 0 | ||||
State and local | 36,779 | 4,902 | ||||
Total current | 36,779 | 4,902 | ||||
Deferred: | ||||||
Federal | (5,402,585) | (367,816) | ||||
State and local | 73,939 | (75,190) | ||||
Total deferred | (5,328,646) | (443,006) | ||||
Total income tax expense (benefit) | $ (5,291,867) | $ (438,104) |
Income taxes (Details 1)
Income taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
U.S. statutory federal income tax rate | 21% | 21% |
Goodwill impairment | (6.20%) | (8.20%) |
Stock compensation | (3.80%) | (8.00%) |
Change in valuation allowance | (1.30%) | (1.60%) |
Other | (0.20%) | (2.00%) |
Income tax expense (benefit) for the period | 9.50% | 1.20% |
Income taxes (Details 2)
Income taxes (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income taxes | ||
Federal net operating loss carryforwards | $ 4,916,141 | $ 3,769,127 |
Stock Compensation | 4,677,028 | 586,716 |
Fixed Assets | 405,888 | 0 |
Unrealized gains / (loss) | 196,828 | (12,537) |
Allowance for bad debt | 62,165 | 54,543 |
Others | 260,957 | 68,520 |
Total gross deferred tax assets | 10,519,007 | 4,466,368 |
Deferred tax assets | ||
Less valuation allowances | (4,919,566) | (3,769,127) |
Net deferred tax asset | 5,599,440 | 697,241 |
Deferred tax liabilities | ||
Property, plant and equipment | 0 | (96,627) |
Foreign exchange gains / losses | (19,778) | (157,608) |
Total gross deferred tax liabilities | (19,778) | (254,235) |
Net deferred tax asset (liabilities) | $ 5,579,663 | $ 443,006 |
Income taxes (Details Narrative
Income taxes (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Income taxes | |||
Net operating loss carry-forwards | $ 12,600,000 | $ 12,600,000 | $ 10,800,000 |
Valuation allowance | $ 4,900,000 | $ 4,900,000 | $ 3,800,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 14, 2022 | Feb. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Aggregate purchase price | $ 10,000,000 | |||
E V Group Holdings [Member] | ||||
Cash paid for acquisition | $ 1,250,000 | |||
Common stock issued value for acquisition | $ 17,500,000 | |||
Series C Preferred Stock [Member] | ||||
Preferred Stock Issued | 2,370,370 | 0 | ||
February 2022 Investors [Member] | Series C Preferred Stock [Member] | ||||
Aggregate face value of shares | $ 12,050,000 | |||
Aggregate purchase price | $ 10,845,000 | |||
Preferred Stock Issued | 3,856,000 |
Intangible Assets (Details)
Intangible Assets (Details) | Jun. 30, 2022 USD ($) |
Accumulated Amortization | $ 861,222 |
Net Carrying Amount | 11,063,395 |
Customer Relationships | 11,924,617 |
Customer Relationships | |
Accumulated Amortization | 861,222 |
Net Carrying Amount | 11,063,395 |
Customer Relationships | $ 11,924,617 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Line of credit (Details Narrative) | ||
Amortization of Intangible Assets | $ 861,222 | $ 861,222 |