Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | Imperalis Holding Corp. |
Entity Central Index Key | 0001349706 |
Entity Tax Identification Number | 20-5648820 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1421 McCarthy Blvd. |
Entity Address, City or Town | Milpitas |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95035 |
City Area Code | 510 |
Local Phone Number | 657-2635 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 65,000 | $ 112,000 |
Accounts receivable, net | 1,089,000 | 627,000 |
Prepaid expenses and other current assets | 756,000 | 1,800,000 |
Inventories | 2,784,000 | 1,246,000 |
TOTAL CURRENT ASSETS | 4,694,000 | 3,785,000 |
Property and equipment, net | 248,000 | 111,000 |
Right-of-use assets | 1,786,000 | 244,000 |
Other noncurrent assets | 290,000 | 290,000 |
TOTAL ASSETS | 7,018,000 | 4,430,000 |
CURRENT LIABILITIES | ||
Accounts payable | 910,000 | 657,000 |
Operating lease liability, current | 546,000 | 73,000 |
Convertible notes payable, net | 45,000 | |
Other current liabilities | 622,000 | 519,000 |
TOTAL CURRENT LIABILITIES | 2,123,000 | 1,249,000 |
LONG TERM LIABILITIES | ||
Convertible notes payable, net, related party | 101,000 | |
Operating lease liability, non-current | 1,396,000 | 191,000 |
TOTAL LIABILITIES | 3,620,000 | 1,440,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||
Preferred stock series A subject to possible redemption, 10,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share at September 30, 2022 and December 31, 2021 | 25,000,000 | 25,000,000 |
STOCKHOLDER’S DEFICIT: | ||
Common Stock, par value $0.001 a share; 200,000,000 shares authorized: 161,704,695 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 162,000 | |
Additional paid-in capital | 12,052,000 | 9,383,000 |
Accumulated deficit | (33,816,000) | (31,393,000) |
TOTAL STOCKHOLDERS’ DEFICIT | (21,602,000) | (22,010,000) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | $ 7,018,000 | $ 4,430,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Preferred stock, redemption | $ 1,000 | $ 1,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 161,704,695 | 161,704,695 |
Common stock, shares issued | 161,704,695 | 161,704,695 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,827,000 | $ 1,095,000 | $ 4,018,000 | $ 4,308,000 |
Cost of revenue | 931,000 | 807,000 | 2,269,000 | 2,644,000 |
Gross profit | 896,000 | 288,000 | 1,749,000 | 1,664,000 |
Operating expenses: | ||||
Research and development | 71,000 | 72,000 | 581,000 | 368,000 |
General and administration | 766,000 | 536,000 | 2,386,000 | 1,456,000 |
Selling and marketing | 542,000 | 176,000 | 1,202,000 | 600,000 |
Total operating expenses | 1,379,000 | 784,000 | 4,169,000 | 2,424,000 |
Operating loss | (483,000) | (496,000) | (2,420,000) | (760,000) |
Other expense: | ||||
Interest | (3,000) | (3,000) | ||
Total other expense | (3,000) | (3,000) | ||
Net loss | (486,000) | (496,000) | (2,423,000) | (760,000) |
Preferred Dividends | (139,000) | (139,000) | ||
Net loss available to common stockholders | $ (625,000) | $ (496,000) | $ (2,562,000) | $ (760,000) |
Net loss per common share basic and diluted: | $ (0.01) | $ (0.17) | ||
Weighted average common shares, basic and diluted | 43,941,493 | 14,808,122 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 4,840,000 | $ (29,566,000) | $ (24,726,000) | |
Beginning balance (in shares) at Dec. 31, 2020 | ||||
Contribution from Parent | 673,000 | 673,000 | ||
Net loss | (298,000) | (298,000) | ||
Ending balance, value at Mar. 31, 2021 | 5,513,000 | (29,864,000) | (24,351,000) | |
Ending balance (in shares) at Mar. 31, 2021 | ||||
Contribution from Parent | 1,161,000 | 1,161,000 | ||
Net loss | 34,000 | 34,000 | ||
Ending balance, value at Jun. 30, 2021 | 6,674,000 | (29,830,000) | (23,156,000) | |
Ending balance (in shares) at Jun. 30, 2021 | ||||
Contribution from Parent | 1,076,000 | 1,076,000 | ||
Net loss | (496,000) | (496,000) | ||
Ending balance, value at Sep. 30, 2021 | 7,750,000 | (30,326,000) | (22,576,000) | |
Ending balance (in shares) at Sep. 30, 2021 | ||||
Beginning balance, value at Dec. 31, 2021 | 9,383,000 | (31,393,000) | (22,010,000) | |
Beginning balance (in shares) at Dec. 31, 2021 | ||||
Contribution from Parent | 1,010,000 | 1,010,000 | ||
Net loss | (933,000) | (933,000) | ||
Ending balance, value at Mar. 31, 2022 | 10,393,000 | (32,326,000) | (21,933,000) | |
Ending balance (in shares) at Mar. 31, 2022 | ||||
Contribution from Parent | 1,250,000 | 1,250,000 | ||
Net loss | (1,004,000) | (1,004,000) | ||
Ending balance, value at Jun. 30, 2022 | 11,643,000 | (33,330,000) | (21,687,000) | |
Ending balance (in shares) at Jun. 30, 2022 | ||||
Contribution from Parent | 409,000 | 409,000 | ||
Net loss | (486,000) | (486,000) | ||
Common stock assumed upon acquisition of net assets | $ 162,000 | 162,000 | ||
Common stock assumed upon acquisition of net assets (in shares) | 161,704,695 | |||
Ending balance, value at Sep. 30, 2022 | $ 162,000 | $ 12,052,000 | $ (33,816,000) | $ (21,602,000) |
Ending balance (in shares) at Sep. 30, 2022 | 161,704,695 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (2,423,000) | $ (760,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 40,000 | 18,000 |
Amortization of right-of-use assets | 363,000 | 51,000 |
Increase in net parent investment for corporate overhead | 240,000 | 247,000 |
Changes in operating assets and liabilities | ||
Accounts receivable | (462,000) | 110,000 |
Prepaid expenses and other current assets | 1,044,000 | (1,775,000) |
Inventory | (1,538,000) | (176,000) |
Accounts payable | 253,000 | (457,000) |
Lease liabilities | (227,000) | (45,000) |
Other current liabilities | 148,000 | 240,000 |
Net cash used in operating activities | (2,562,000) | (2,547,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (177,000) | |
Cash used in investing activities | (177,000) | |
Cash flows from financing activities: | ||
Proceeds from investment from parent | 2,591,000 | 2,663,000 |
Proceeds from debt, net of payments | 101,000 | |
Net cash provided by financing activities | 2,692,000 | 2,663,000 |
Net (decrease) increase in cash and cash equivalents | (47,000) | 116,000 |
Cash at beginning of period | 112,000 | 258,000 |
Cash at end of period | 65,000 | 374,000 |
Non-cash investing and financing activities | ||
Recognition of new operating lease right-of-use assets and lease liabilities | 1,905,000 | |
Acquisition of net assets | $ 162,000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 112,000 | |
Accounts receivable, net | 627,000 | |
Prepaid expenses and other current assets | 1,800,000 | |
Inventories | 1,246,000 | |
TOTAL CURRENT ASSETS | 3,785,000 | |
Property and equipment | 111,000 | |
Right of use assets | 244,000 | |
Other noncurrent asset | 290,000 | |
TOTAL ASSETS | 4,430,000 | |
CURRENT LIABILITIES | ||
Accounts payable | 657,000 | |
Operating lease liability, current | 73,000 | |
Other current liabilities | 519,000 | |
TOTAL CURRENT LIABILITIES | 1,249,000 | |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 191,000 | |
TOTAL LIABILITIES | 1,440,000 | |
STOCKHOLDERS’ EQUITY | ||
Class B Common stock, $0.001 par value – 50,000 shares authorized; nil 0 shares issued and outstanding at December 31, 2021 and 2020 | ||
Accumulated deficit | (31,393,000) | |
TOTAL STOCKHOLDERS’ DEFICIT | (22,010,000) | $ (24,726,000) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | 4,430,000 | |
T U R N O N G R E E N I N C [Member] | ||
CURRENT ASSETS | ||
Cash | 112,000 | 258,000 |
Accounts receivable, net | 627,000 | 872,000 |
Prepaid expenses and other current assets | 1,800,000 | 92,000 |
Inventories | 1,246,000 | 332,000 |
TOTAL CURRENT ASSETS | 3,785,000 | 1,554,000 |
Property and equipment | 111,000 | 118,000 |
Right of use assets | 244,000 | 312,000 |
Other noncurrent asset | 290,000 | 20,000 |
TOTAL ASSETS | 4,430,000 | 2,004,000 |
CURRENT LIABILITIES | ||
Accounts payable | 657,000 | 1,066,000 |
Operating lease liability, current | 73,000 | 64,000 |
Other current liabilities | 519,000 | 336,000 |
TOTAL CURRENT LIABILITIES | 1,249,000 | 1,466,000 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 191,000 | 264,000 |
TOTAL LIABILITIES | 1,440,000 | 1,730,000 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.001 par value – 50,000,000 shares authorized; nil 0 shares issued and outstanding at December 31, 2021 and 2020 | ||
Investment by parent | 34,383,000 | 29,840,000 |
Accumulated deficit | (31,393,000) | (29,566,000) |
TOTAL STOCKHOLDERS’ DEFICIT | 2,990,000 | 274,000 |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | 4,430,000 | 2,004,000 |
T U R N O N G R E E N I N C [Member] | Common Class A [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common stock, $0.001 par value – 50,000 shares authorized; nil 0 shares issued and outstanding at December 31, 2021 and 2020 | ||
T U R N O N G R E E N I N C [Member] | Common Class B [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Class B Common stock, $0.001 par value – 50,000 shares authorized; nil 0 shares issued and outstanding at December 31, 2021 and 2020 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, stock issued | 25,000 | |
Preferred stock, stock outstanding | 25,000 | |
Common Stock, Shares Authorized | 200,000,000 | |
Common stock, shares issued | 161,704,695 | |
Common stock, shares outstanding | 161,704,695 | |
T U R N O N G R E E N I N C [Member] | ||
Preferred stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, stock issued | 0 | 0 |
Preferred stock, stock outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common Stock, Shares Authorized | 400,000,000 | |
T U R N O N G R E E N I N C [Member] | Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
T U R N O N G R E E N I N C [Member] | Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000 | 50,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
T U R N O N G R E E N I N C [Member] | ||
Revenues | $ 5,346,000 | $ 5,416,000 |
Cost of revenue | 3,662,000 | 3,821,000 |
Gross profit | 1,684,000 | 1,595,000 |
Operating expenses: | ||
Research and development | 504,000 | 337,000 |
Selling and marketing | 910,000 | 342,000 |
General and administrative | 2,097,000 | 1,493,000 |
Total operating expenses | 3,511,000 | 2,172,000 |
Operating loss | (1,827,000) | (577,000) |
Other income: | ||
Interest income | 9,000 | |
Net loss | $ (1,827,000) | $ (568,000) |
Basic and diluted net loss per common share | $ (1,827) | $ (568) |
Weighted average common shares outstanding, basic and diluted | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Deficit) - USD ($) | Preferred Stock [Member] T U R N O N G R E E N I N C [Member] | Investment by Parent [Member] T U R N O N G R E E N I N C [Member] | Retained Earnings [Member] T U R N O N G R E E N I N C [Member] | T U R N O N G R E E N I N C [Member] Common Class A [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 28,713,000 | $ (28,998,000) | $ (285,000) | ||
Beginning balance (in shares) at Dec. 31, 2019 | 1,000 | ||||
Net transfer from parent | 1,127,000 | 1,127,000 | |||
Net loss | (568,000) | (568,000) | |||
Ending balance, value at Dec. 31, 2020 | 29,840,000 | (29,566,000) | 274,000 | ||
Ending balance (in shares) at Dec. 31, 2020 | 1,000 | ||||
Net transfer from parent | 4,543,000 | 4,543,000 | |||
Net loss | (1,827,000) | (1,827,000) | |||
Ending balance, value at Dec. 31, 2021 | $ 34,383,000 | $ (31,393,000) | $ 2,990,000 | ||
Ending balance (in shares) at Dec. 31, 2021 | 1,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS 12 Months Ended - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,423,000) | $ (760,000) | ||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 40,000 | 18,000 | ||
Amortization of right-of-use assets | 363,000 | 51,000 | ||
Increase in net parent investment for corporate overhead | 240,000 | 247,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (462,000) | 110,000 | ||
Prepaid expenses and other current assets | 1,044,000 | (1,775,000) | ||
Inventory | (1,538,000) | (176,000) | ||
Accounts payable | (253,000) | 457,000 | ||
Other current liabilities | 148,000 | 240,000 | ||
Lease liabilities | (227,000) | (45,000) | ||
Net cash used in operating activities | (2,562,000) | (2,547,000) | ||
Cash flows from investing activities: | ||||
Purchase of property and equipment | (177,000) | |||
Net cash used in investing activities | 177,000 | |||
Cash flows from financing activities: | ||||
Net cash provided by financing activities | 2,692,000 | 2,663,000 | ||
Net (decrease) increase in cash | (47,000) | 116,000 | ||
Cash at beginning of period | 112,000 | 258,000 | $ 258,000 | |
Cash at end of period | 65,000 | 374,000 | 112,000 | $ 258,000 |
T U R N O N G R E E N I N C [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (1,827,000) | (568,000) | ||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 25,000 | 33,000 | ||
Amortization of right-of-use assets | 68,000 | 27,000 | ||
Increase in net parent investment for corporate overhead | 330,000 | 490,000 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 245,000 | 157,000 | ||
Prepaid expenses and other current assets | (1,998,000) | (60,000) | ||
Inventory | (914,000) | 224,000 | ||
Other noncurrent assets | 20,000 | (7,000) | ||
Accounts payable | (390,000) | (510,000) | ||
Other current liabilities | 164,000 | (166,000) | ||
Lease liabilities | (64,000) | (11,000) | ||
Net cash used in operating activities | (4,341,000) | (391,000) | ||
Cash flows from investing activities: | ||||
Purchase of property and equipment | (18,000) | (26,000) | ||
Net cash used in investing activities | (18,000) | (26,000) | ||
Cash flows from financing activities: | ||||
Proceeds from investment from parent | 4,213,000 | 637,000 | ||
Net cash provided by financing activities | 4,213,000 | 637,000 | ||
Net (decrease) increase in cash | (146,000) | 220,000 | ||
Cash at beginning of period | $ 112,000 | $ 258,000 | 258,000 | 38,000 |
Cash at end of period | $ 112,000 | $ 258,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview Imperalis Holding Corp (“IMHC”), to be renamed TurnOnGreen, Inc., an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company through its wholly owned subsidiaries Digital Power Corporation and TOG Technologies (collectively, the “Company”), designs, develops, manufactures and sells highly engineered, feature-rich, high-grade power electronic products and systems as well as EV charging solutions to diverse industries, markets and sectors including e-Mobility, medical, military, telecommunications, and industrial. IMHC was incorporated in Nevada on April 5, 2005 Recapitalization and Reorganization On March 20, 2022, BitNile and IMHC entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly-owned subsidiary of the Parent. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022 (the “Closing Date”), the Parent delivered to IMHC all of the outstanding shares of common stock of TOGI held by the Parent in consideration for the issuance by IMHC to the Parent (the “Acquisition”) of an aggregate of 25,000 1,000 25 0.001 Immediately following the Acquisition, TOGI became a wholly-owned subsidiary of IMHC, and subsequent thereto, TOGI was merged with and into IMHC, pursuant to which TOGI ceased to exist. The acquisition was treated as an asset acquisition and the equity of the Company was retroactively restated for the conversion of 1,000 shares for 25,000 shares of preferred stock upon completion of the Acquisition. Pursuant to Accounting Standards Codification (“ASC”) 250-10 and ASC 805-50, the Acquisition was recognized prospectively for all periods. While IMHC was deemed to be the legal acquirer of TOGI, TOGI was considered the acquiror and predecessor for accounting and financial reporting purposes and, therefore, was deemed to be the receiving entity and is presented on a stand-alone basis for all periods. The accompanying financial statements have been prospectively updated as a result of the asset acquisition under common control, which was completed on September 6, 2022. As a result of the Acquisition, prior period shares and per share amounts appearing in the accompanying condensed consolidated financial statements have not been adjusted until the date of the Acquisition as a part of the net assets acquired. | |
T U R N O N G R E E N I N C [Member] | ||
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS TurnOnGreen, Inc., was incorporated in Nevada in January 2020. TurnOnGreen, Inc. is a wholly owned subsidiary of BitNile Holdings, Inc. a Delaware corporation (“BitNile”). TurnOnGreen, Inc. currently operates as an operating segment of BitNile. TurnOnGreen, Inc., through its wholly owned subsidiaries Digital Power Corp. (“DPC”) and TOG Technologies, Inc. (“TOG Technologies”) (collectively, the “Company” or “TurnOnGreen”), designs, develops, manufactures and sells highly engineered, feature-rich, high-grade-power conversion and power system solutions to diverse industries and markets including automotive, medical, military, telecom, commercial and industrial as well as designs and provides a line of high-speed electric vehicle (“EV”) charging solutions. On January 20, 2020, TurnOnGreen acquired all the outstanding securities of DPC. Through DPC, the company provides solutions which leverage a combination of low leakage power emissions, very high-power density with power efficiency, flexible design leveraging customize firmware and short time to market. Its designs and manufactured , In April 2021, we formed TOG Technologies as a Nevada corporation (initially under the name TurnOnGreen, Inc.) to market and sell its line of scalable EV residential, commercial and ultra-fast charging products and comprehensive charging management software and network services. The business represents a natural outgrowth from our proprietary core power technologies to optimizing the design and performance of EV charging solutions. On August 25, 2021, the Company changed its name from Coolisys Technologies Corp., to TurnOnGreen, Inc. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN As of September 30, 2022, the Company had cash and cash equivalents of $ 0.1 million and working capital of $ 2.6 million. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
BASIS OF PRESENTATION AND PRINC
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | 3. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with IMHC’s Current Report on Form 8-K relating to the Acquisition . The condensed consolidated balance sheets as of December 31, 2021 were derived from TOGI’s 2021 financial statements. Results of the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include allowances for inventory obsolescence, accruals of certain liabilities including product warranties, useful lives of assets, and valuation allowance related to deferred tax assets. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of September 30, 2022, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, the statement of cash flows for the nine months ended September 30, 2022 and 2021, and the interim condensed consolidated statement of changes in stockholders’ deficit for the three and nine months ended September 30, 2022 and 2021 are unaudited. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced or considered material, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Cash and C ash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2022 and December 31, 2021, the Company had cash of $ 65,000 112,000 Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of September 30, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of September 30, 2022 and December 31, 2021 the Company’s accrued warranty liability was $ 54,000 Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. no Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting Concentration of Credit R isk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. At September 30, 2022, receivables from three customers made up 47% of the current receivables but the majority of the balances were outstanding for less than 90 days. Greater than 90 day receivables balance was less than 1%. At December 31, 2021 four customers made up 49% of the outstanding receivables with only one customer being the same customer as referred to with respect to the September 30, 2022 concentration. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of September 30, 2022 and December 31, 2021, there were no allowances for doubtful accounts. The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % Leases The Company accounts for its leases under ASC 842, Leases Net Loss per Share In accordance with ASC 260, Earnings Per Share 161,704,695 0 21,478,923 0 Recent Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a significant effect on the Company’s condensed consolidated financial statements. In October 2021, the Financial Accountings Standards Board (“FASB”) issued accounting standards update 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
REVENUE DISAGGREGATION | 4. REVENUE DISAGGREGATION The Company’s disaggregated revenues consist of the following for the three and nine months ended September 30, 2022 and 2021. For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Primary Geographical Markets North America $ 1,593,000 $ 967,000 $ 3,427,000 $ 3,463,000 Europe 32,000 1,000 79,000 416,000 Other 202,000 127,000 512,000 429,000 Total Revenue $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 Major Goods Power supply units $ 1,645,000 $ 1,095,000 $ 3,757,000 $ 4,308,000 EV chargers 182,000 - 261,000 - Total Revenue $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 Timing of Revenue Recognition Goods transferred at a point in time $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 | |
T U R N O N G R E E N I N C [Member] | ||
REVENUE DISAGGREGATION | 4. REVENUE DISAGGREGATION The Company’s disaggregated revenues consist of the following for the years ended December 31, 2021 2020 Primary Geographical Markets North America $ 4,684,000 $ 4,482,000 Europe 359,000 611,000 Other 303,000 323,000 $ 5,346,000 $ 5,416,000 Major Goods Power Supply Units $ 5,328,000 $ 5,416,000 EV Chargers 18,000 - $ 5,346,000 $ 5,416,000 Timing of Revenue Recognition Goods transferred at a point in time $ 5,346,000 $ 5,416,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT As of September 30, 2022 and December 31, 2021, property and equipment consist of the following: September 30, 2022 December 31, 2021 Machinery and equipment $ 667,000 $ 680,000 Computers - 483,000 Office furniture and equipment 97,000 160,000 Leasehold improvements 72,000 89,000 EV chargers 64,000 - 900,000 1,412,000 Less: accumulated depreciation and amortization (652,000 ) (1,301,000 ) Property and equipment, net $ 248,000 $ 111,000 Depreciation and amortization expense related to property and equipment was $ 10,000 6,000 40,000 18,000 | |
T U R N O N G R E E N I N C [Member] | ||
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT At December 31, 2021 and 2020, property and equipment consist of the following: December 31, 2021 2020 Machinery and equipment $ 679,000 $ 661,000 Computers 484,000 484,000 Office furniture and equipment 160,000 160,000 Leasehold improvements 89,000 89,000 1,412,000 1,394,000 Less: accumulated depreciation and amortization (1,301,000 ) (1,276,000 ) Property and equipment, net $ 111,000 $ 118,000 Depreciation and amortization expense related to property and equipment was $25,000 and $33,000 for the years ended December 31, 2021 and 2020, respectively. |
INVENTORIES
INVENTORIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
INVENTORIES | 6. INVENTORIES As of September 30, 2022 and December 31, 2021, inventories consisted of: September 30, 2022 December 31, 2021 Raw materials, parts and supplies $ 959,000 $ 594,000 Finished products 1,824,000 652,000 Total inventories $ 2,784,000 $ 1,246,000 | |
T U R N O N G R E E N I N C [Member] | ||
INVENTORIES | 5. INVENTORIES At December 31, 2021 and 2020, inventories consist of: December 31, 2021 2020 Raw materials, parts and supplies $ 594,000 $ 104,000 Finished products 652,000 228,000 Total inventories, net of obsolescence $ 1,246,000 $ 332,000 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES As of September 30, 2022 and December 31, 2021, other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Customer prepayments $ 270,000 $ 259,000 Other accrued liabilities 128,000 46,000 Accrued payroll and payroll taxes 224,000 214,000 Total other current liabilities $ 622,000 $ 519,000 | |
T U R N O N G R E E N I N C [Member] | ||
OTHER CURRENT LIABILITIES | 7. OTHER CURRENT LIABILITIES As of December 31, 2021 and 2020 accrued expenses consist of the following: December 31, 2021 2020 Customer prepayments $ 258,000 $ 87,000 Other accrued liabilities 47,000 53,000 Accrued payroll and payroll taxes 214,000 196,000 Accrued expenses $ 519,000 $ 336,000 |
LEASES
LEASES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
LEASES | 8. LEASES The Company has operating leases for office space and manufacturing locations. The Company’s leases have weighted average remaining lease terms of 1.3 3.3 The following table provides a summary of leases by balance sheet category as of September 30, 2022: September 30, 2022 Operating right-of-use assets $ 1,786,000 Operating lease liability – current 546,000 Operating lease liability – non-current 1,396,000 The components of lease expenses for the periods ended September 30, 2022 were as follows: Three Months Ended Nine Months Ended Operating lease cost $ 162,000 $ 486,000 Short-term lease cost - - Variable lease cost - - The following tables provides a summary of other information related to leases for the nine months ended September 30, 2022: September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 350,000 Right-of-use assets obtained in exchange for new operating lease liabilities - Weighted-average remaining lease term – operating leases 3.1 Weighted-average discount rate – operating leases 8 % Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2022, were as follows: 2022 (remaining) $ 167,000 2023 682,000 2024 693,000 2025 609,000 2026 51,000 2027 - Total lease payments 2,202,000 Less interest (260,000 ) Present value of lease liabilities $ 1,942,000 | |
T U R N O N G R E E N I N C [Member] | ||
LEASES | 8. LEASES The Company has operating leases for office space and manufacturing locations. The Company’s only long term lease has a remaining lease term of 2 years. The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Operating right-of-use assets $ 244,000 $ 312,000 Operating lease liability - current 73,000 64,000 Operating lease liability - non-current 191,000 264,000 The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Operating lease cost $ 98,000 $ 41,000 Short-term lease cost - - Variable lease cost - - The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 93,000 $ 25,000 Right-of-use assets obtained in exchange for new operating lease liabilities - - Weighted-average remaining lease term – operating leases 2.9 3.1 Weighted-average discount rate – operating leases 10% 10% Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: Payments due by period 2022 $ 96,000 2023 109,000 2024 102,000 Total lease payments 307,000 Less interest (43,000 ) Present value of lease liabilities $ 264,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Allocation of General Corporate Expenses BitNile provides human resources, accounting, and other services to the Company. The Company obtains its business insurance under BitNile. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of overhead costs to the Company by using the Company’s revenue as a percentage of total revenue of BitNile. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. BitNile allocated $ 90,000 240,000 83,000 248,000 Contributions From Parent The Company previously received funding from BitNile to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $ 0.6 2.8 1.1 2.9 Sales to Related Party The Company recognized $ 0 2,000 0 | |
T U R N O N G R E E N I N C [Member] | ||
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Allocation of General Corporate Expenses BitNile provides human resources, accounting, and other services to the Company. The Company obtains its business insurance under BitNile. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of overhead costs to the Company by using the Company’s revenue as a percentage of total revenue of BitNile. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. BitNile allocated $330,000 and $490,000 of costs for the years ended December 31, 2021 and 2020, respectively. These costs were treated as a Net Investment by Parent (see Note 3). Net Transfers From our parent The Company received funding from BitNile to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $ 4.2 million 0.6 million Sales to related party The Company recognized $ 23,000 18,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of a loss related to such matters. With respect to the Company’s outstanding litigation matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. | |
T U R N O N G R E E N I N C [Member] | ||
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of a loss related to such matters. With respect to the Company’s outstanding litigation matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 11. STOCKHOLDERS’ DEFICIT Authorized Capital The Company is authorized to issue two hundred million (200,000,000) shares of Common Stock, par value $ 0.001 25,000 0.001 161,704,695 25,000 On September 5, 2022, the Company entered into an amendment to the Agreement, pursuant to which the Company agreed to (i) use commercially reasonable efforts to effectuate a distribution by the Parent of 140,000,000 shares of common stock beneficially owned by the Parent (the “Distribution”) and, (ii) to issue to Parent warrants to purchase an equivalent number of shares of common stock to be issued in the Distribution (the “Warrants”). The Distribution has not yet occurred. On September 12 200,000,000 750,000,000 Common Stock The holders of our Common Stock have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our board of directors. Holders of Common Stock are also entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. The holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and in such event, the holders of the remaining shares will not be able to elect any of our directors. The holders of 50% of the outstanding Common Stock constitute a quorum at any meeting of shareholders, and the vote by the holders of a majority of the outstanding shares or a majority of the shareholders at a meeting at which quorum exists are required to effect certain fundamental corporate changes, such as liquidation, merger or amendment of our articles of incorporation. Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the Common Stock. Series A Preferred Stock There are 25,000 1,000 25 In the event that the Company is liquidated, dissolved or wound up, then before any distribution or payment is made to the holders of any Common Stock or any other class or series of junior stock, the holders of Series A Preferred Stock are entitled to receive liquidating distributions in an amount equal to the stated value for each share of Series A Preferred Stock held by such holders. Dividends on the Series A Preferred Stock accrue daily and are in cumulative form, and including, the date of original issue and shall be payable quarterly on the last day of each calendar quarter out of funds legally available therefore, at the rate of eight percent ( 8 Each holder shall be entitled to vote on an “as converted” basis with holders of outstanding shares of our common stock, voting together as a single class, with respect to any and all matters presented to the stockholders for their action or consideration. For so long as the holder shall continue to hold any shares of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled to elect a number of directors to the Board of Directors equal to a percentage determined by the number of Series A Preferred Stock beneficially owned by the holders, determined on an “as converted” basis, divided by the sum of the number of shares of Common Stock outstanding plus the number of Series A Preferred Stock outstanding on an “as converted” basis, provided, that the number of directors that the holders are entitled to elect shall never be less than a majority of our board of directors. Upon the one-year anniversary of the Acquisition, the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share equal to the stated value plus all accrued and unpaid dividends thereon. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” |
ACCOUNTS PAYABLE - RELATED PART
ACCOUNTS PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE - RELATED PARTY | 12. ACCOUNTS PAYABLE - RELATED PARTY The Company is a majority owned subsidiary of BitNile. During the nine month period ended September 30, 2022, BitNile made vendor payments on behalf of IMHC amounting to $ 17,000 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | 13. CONVERTIBLE NOTES PAYABLE Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following: Conversion Interest Due date September December Convertible promissory note, related party $ .01 10 December, 15, 2023 $ 101,000 $ - Opportunity fund convertible notes payable $ 0.005 10 January 14, 2024 45,000 - Total convertible notes payable, net of financing cost $ 146,000 - Less: current portion (45,000 ) - Total convertible notes payable, net of financing cost, long term $ 101,000 $ - Related Party Ault Lending, LLC (“AL”) is a wholly owned subsidiary of BitNile, AL and the Company are both subsidiaries of BitNile. David Katzoff, who serves as our Chief Financial Officer, is also the manager of AL. As a result, AL is deemed a related party. As part of the Acquisition, the Company acquired a convertible note to AL, in the principal amount of $ 102,000 10 December 15, 2023 0.01 10,990,142 Convertible Notes Payable As part of the Acquisition, the Company acquired Convertible Promissory notes payable to Opportunity Fund, LLC in the amounts of $ 25,000 20,000 75,000 10 January 14, 2024 |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
T U R N O N G R E E N I N C [Member] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS As of December 31, 2021, the Company had cash of $ 112,000 2.6 The Company believes its current cash on hand together with funds advanced by the parent are sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with IMHC’s Current Report on Form 8-K relating to the Acquisition . The condensed consolidated balance sheets as of December 31, 2021 were derived from TOGI’s 2021 financial statements. Results of the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include allowances for inventory obsolescence, accruals of certain liabilities including product warranties, useful lives of assets, and valuation allowance related to deferred tax assets. Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of September 30, 2022, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, the statement of cash flows for the nine months ended September 30, 2022 and 2021, and the interim condensed consolidated statement of changes in stockholders’ deficit for the three and nine months ended September 30, 2022 and 2021 are unaudited. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced or considered material, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Cash and C ash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2022 and December 31, 2021, the Company had cash of $ 65,000 112,000 Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of September 30, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of September 30, 2022 and December 31, 2021 the Company’s accrued warranty liability was $ 54,000 Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. no Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting Concentration of Credit R isk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. At September 30, 2022, receivables from three customers made up 47% of the current receivables but the majority of the balances were outstanding for less than 90 days. Greater than 90 day receivables balance was less than 1%. At December 31, 2021 four customers made up 49% of the outstanding receivables with only one customer being the same customer as referred to with respect to the September 30, 2022 concentration. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of September 30, 2022 and December 31, 2021, there were no allowances for doubtful accounts. The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % Leases The Company accounts for its leases under ASC 842, Leases Net Loss per Share In accordance with ASC 260, Earnings Per Share 161,704,695 0 21,478,923 0 Recent Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a significant effect on the Company’s condensed consolidated financial statements. In October 2021, the Financial Accountings Standards Board (“FASB”) issued accounting standards update 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers | |
T U R N O N G R E E N I N C [Member] | ||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of TurnOnGreen, Inc. and its wholly owned subsidiaries, DPC and TOG Technologies. All significant intercompany accounts have been eliminated in consolidation. Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. The primary components of the net parent investment are intercompany balances other than related party payables, the allocation of shared costs, and funding received to cover any shortfall on operating cash requirements. Balances between TurnOnGreen and BitNile that were not historically cash settled are included in net parent investment. Net parent investment represents BitNile’s interest in the recorded assets of TurnOnGreen and represents the cumulative investment by BitNile in TurnOnGreen through the dates presented. Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments , Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. Cash and Cash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2021 and 2020, the Company had cash of $ 112,000 258,000 Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of December 31, 2021 and 2020, of the collectability of invoices, accounts receivable is presented net of an allowance for doubtful accounts of $0. Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2021 and 2020, the Company did not record inventory write-offs within the cost of revenue. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of property and Equipment Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture , 3 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter Warranty The Company offers a warranty period for all its manufactured products Warranty period to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five (5) years for rugged power products for the defense and aerospace markets. For our EVSE product line, we offer up to three (3) year extended warranty beyond the manufacturing warranty period. We also provide end user technical support for up to fifteen (15) years on many of our products which have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of December 31, 2021 and 2020 the Company’s accrued warranty liability was $ 54,000 44,000 Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . Segments The Company determines that its primary brands constitutes its operating segments. In 2021, with the launch of the EV business, the Company now operates as two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of December 31, 2021 and 2020, there were no allowances for doubtful accounts. The following table provides the percentage of total revenues attributable to a single customer from which 10 For the Year Ended December 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 933,000 17 % Customer B $ 628,000 12 % For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 883,000 16 % Customer B $ 559,000 10 % Leases The Company accounts for its leases under ASC 842, Leases Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance became effective for the Company on January 1, 2022. The Company adopted the guidance on January 1, 2022, and has concluded the adoption did not have a material impact on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses,” (“ASU 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements and related disclosures. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ DEFICIT Authorized Capital The Company is authorized to issue two hundred million (200,000,000) shares of Common Stock, par value $ 0.001 25,000 0.001 161,704,695 25,000 On September 5, 2022, the Company entered into an amendment to the Agreement, pursuant to which the Company agreed to (i) use commercially reasonable efforts to effectuate a distribution by the Parent of 140,000,000 shares of common stock beneficially owned by the Parent (the “Distribution”) and, (ii) to issue to Parent warrants to purchase an equivalent number of shares of common stock to be issued in the Distribution (the “Warrants”). The Distribution has not yet occurred. On September 12 200,000,000 750,000,000 Common Stock The holders of our Common Stock have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our board of directors. Holders of Common Stock are also entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. The holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and in such event, the holders of the remaining shares will not be able to elect any of our directors. The holders of 50% of the outstanding Common Stock constitute a quorum at any meeting of shareholders, and the vote by the holders of a majority of the outstanding shares or a majority of the shareholders at a meeting at which quorum exists are required to effect certain fundamental corporate changes, such as liquidation, merger or amendment of our articles of incorporation. Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the Common Stock. Series A Preferred Stock There are 25,000 1,000 25 In the event that the Company is liquidated, dissolved or wound up, then before any distribution or payment is made to the holders of any Common Stock or any other class or series of junior stock, the holders of Series A Preferred Stock are entitled to receive liquidating distributions in an amount equal to the stated value for each share of Series A Preferred Stock held by such holders. Dividends on the Series A Preferred Stock accrue daily and are in cumulative form, and including, the date of original issue and shall be payable quarterly on the last day of each calendar quarter out of funds legally available therefore, at the rate of eight percent ( 8 Each holder shall be entitled to vote on an “as converted” basis with holders of outstanding shares of our common stock, voting together as a single class, with respect to any and all matters presented to the stockholders for their action or consideration. For so long as the holder shall continue to hold any shares of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled to elect a number of directors to the Board of Directors equal to a percentage determined by the number of Series A Preferred Stock beneficially owned by the holders, determined on an “as converted” basis, divided by the sum of the number of shares of Common Stock outstanding plus the number of Series A Preferred Stock outstanding on an “as converted” basis, provided, that the number of directors that the holders are entitled to elect shall never be less than a majority of our board of directors. Upon the one-year anniversary of the Acquisition, the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share equal to the stated value plus all accrued and unpaid dividends thereon. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” | |
T U R N O N G R E E N I N C [Member] | ||
STOCKHOLDERS’ EQUITY | 11. STOCKHOLDERS’ EQUITY Authorized Capital This Corporation is authorized to issue four hundred million ( 400,000,000 0.001 0.001 50,000,000 0.001 1,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
T U R N O N G R E E N I N C [Member] | |
INCOME TAXES | 12. INCOME TAXES The Company files its tax returns as part of its sole shareholder’s consolidated federal and state income tax filings. The estimated deferred tax assets and tax liabilities is based on if the Company had filed on a stand-alone basis and not as part of a consolidated return . The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: 2021 2020 Pre-tax income (loss) U.S. Federal $ (1,827,000 ) $ (568,000 ) Foreign - - Total $ (1,827,000 ) $ (568,000 ) The federal and state income tax (provision) benefit is summarized as: 2021 2020 Current U.S. Federal $ - $ - U.S. State - - Foreign - - Total current provision - - Deferred U.S. Federal - - U.S. State - - Foreign - - Total deferred provision (benefit) - - Total provision (benefit) for income taxes $ - $ - Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred taxes as of December 31 were as follows: 2021 2020 Deferred tax asset: Net operating loss 5,302,000 4,931,000 Intangible asset basis 146,000 160,000 Deferred rent liability 74,000 92,000 Accrued vacation - 55,000 Accrued warranty 12,000 12,000 Total deferred tax asset 5,534,000 5,250,000 Deferred tax liability: ROU assets (68,000 ) (87,000 ) Fixed asset basis (15,000 ) (20,000 ) Total deferred income tax liabilities (83,000 ) (107,000 ) Net deferred income tax assets 5,451,000 5,143,000 Valuation allowance (5,451,000 ) (5,143,000 ) Deferred tax asset (liability), net $ ( - ) $ ( - ) Events which may not 382 may not may ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 308,000 149,000 Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: 2021 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 7,860,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 18,653,000 2029 to 2041 2020 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 5,805,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 12,152,000 2020 to 2031 Net operating losses, state 16,610,000 2029 to 2040 The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 Statutory Rate 21.00% 21.00% State Tax 6.98% 6.53% Permanent Differences - -0.06% Changes in VA -16.87% -26.18% True-ups -11.11 -1.29% Total 0.00% 0.00% The Company’s statute of limitations remains open for various taxable years in various U.S. federal and California jurisdictions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
T U R N O N G R E E N I N C [Member] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2021, and thru the date of this report being issued and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following. TurnOnGreen Lease Agreement On November 5, 2021, the Company’s subsidiary, TurnOnGreen, entered into a lease agreement to lease a 31,165 50 2.3 Entry in Securities Purchase Agreement On March 20, 2022, the Company entered into a securities purchase agreement (the “Agreement”) with Imperalis Holding Corp. (OTC Pink: IMHC) (“Imperalis”), a publicly traded subsidiary of the Company’s parent. Upon closing of the Agreement, TurnOnGreen will become a subsidiary of Imperalis and Imperalis will change its name to TurnOnGreen, Inc., and through an upstream merger, the Company and its subsidiaries shall cease to exist. The Company’s parent will then assist the newly merged company in pursuing an uplisting to the Nasdaq Capital Market, subject to Nasdaq’s seasoning rules and other criteria for listing. |
BASIS OF PRESENTATION AND PRI_2
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with IMHC’s Current Report on Form 8-K relating to the Acquisition . The condensed consolidated balance sheets as of December 31, 2021 were derived from TOGI’s 2021 financial statements. Results of the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include allowances for inventory obsolescence, accruals of certain liabilities including product warranties, useful lives of assets, and valuation allowance related to deferred tax assets. |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The interim condensed consolidated balance sheet as of September 30, 2022, the interim condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, the statement of cash flows for the nine months ended September 30, 2022 and 2021, and the interim condensed consolidated statement of changes in stockholders’ deficit for the three and nine months ended September 30, 2022 and 2021 are unaudited. The financial data and the other financial information disclosed in the notes to these condensed consolidated financial statements related to the three and nine month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced or considered material, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. |
Cash and Cash Equivalents | Cash and C ash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2022 and December 31, 2021, the Company had cash of $ 65,000 112,000 |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of September 30, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
Warranty | Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of September 30, 2022 and December 31, 2021 the Company’s accrued warranty liability was $ 54,000 |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. no |
Segments | Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting |
Concentration of Credit Risk | Concentration of Credit R isk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. At September 30, 2022, receivables from three customers made up 47% of the current receivables but the majority of the balances were outstanding for less than 90 days. Greater than 90 day receivables balance was less than 1%. At December 31, 2021 four customers made up 49% of the outstanding receivables with only one customer being the same customer as referred to with respect to the September 30, 2022 concentration. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of September 30, 2022 and December 31, 2021, there were no allowances for doubtful accounts. The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % |
Leases | Leases The Company accounts for its leases under ASC 842, Leases |
Net Loss per Share | Net Loss per Share In accordance with ASC 260, Earnings Per Share 161,704,695 0 21,478,923 0 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a significant effect on the Company’s condensed consolidated financial statements. In October 2021, the Financial Accountings Standards Board (“FASB”) issued accounting standards update 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with IMHC’s Current Report on Form 8-K relating to the Acquisition . The condensed consolidated balance sheets as of December 31, 2021 were derived from TOGI’s 2021 financial statements. Results of the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. | |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include allowances for inventory obsolescence, accruals of certain liabilities including product warranties, useful lives of assets, and valuation allowance related to deferred tax assets. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced or considered material, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. | |
Cash and Cash Equivalents | Cash and C ash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2022 and December 31, 2021, the Company had cash of $ 65,000 112,000 | |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of September 30, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. | |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter | |
Warranty | Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of September 30, 2022 and December 31, 2021 the Company’s accrued warranty liability was $ 54,000 | |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . | |
Segments | Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting | |
Concentration of Credit Risk | Concentration of Credit R isk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. At September 30, 2022, receivables from three customers made up 47% of the current receivables but the majority of the balances were outstanding for less than 90 days. Greater than 90 day receivables balance was less than 1%. At December 31, 2021 four customers made up 49% of the outstanding receivables with only one customer being the same customer as referred to with respect to the September 30, 2022 concentration. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of September 30, 2022 and December 31, 2021, there were no allowances for doubtful accounts. The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % | |
Leases | Leases The Company accounts for its leases under ASC 842, Leases | |
Net Loss per Share | Net Loss per Share In accordance with ASC 260, Earnings Per Share 161,704,695 0 21,478,923 0 | |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Certain new accounting pronouncements that have been issued are not expected to have a significant effect on the Company’s condensed consolidated financial statements. In October 2021, the Financial Accountings Standards Board (“FASB”) issued accounting standards update 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers | |
T U R N O N G R E E N I N C [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of TurnOnGreen, Inc. and its wholly owned subsidiaries, DPC and TOG Technologies. All significant intercompany accounts have been eliminated in consolidation. | |
Net Parent Investment | Net Parent Investment The consolidated financial statements were derived from the consolidated financial statements of BitNile on a carve-out basis. The primary components of the net parent investment are intercompany balances other than related party payables, the allocation of shared costs, and funding received to cover any shortfall on operating cash requirements. Balances between TurnOnGreen and BitNile that were not historically cash settled are included in net parent investment. Net parent investment represents BitNile’s interest in the recorded assets of TurnOnGreen and represents the cumulative investment by BitNile in TurnOnGreen through the dates presented. | |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments , | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2021 and 2020, the Company had cash of $ 112,000 258,000 | |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment, as of December 31, 2021 and 2020, of the collectability of invoices, accounts receivable is presented net of an allowance for doubtful accounts of $0. | |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value after using the first-in, first-out method. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2021 and 2020, the Company did not record inventory write-offs within the cost of revenue. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Schedule of property and Equipment Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture , 3 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter | |
Warranty | Warranty The Company offers a warranty period for all its manufactured products Warranty period to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five (5) years for rugged power products for the defense and aerospace markets. For our EVSE product line, we offer up to three (3) year extended warranty beyond the manufacturing warranty period. We also provide end user technical support for up to fifteen (15) years on many of our products which have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. As of December 31, 2021 and 2020 the Company’s accrued warranty liability was $ 54,000 44,000 | |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . | |
Segments | Segments The Company determines that its primary brands constitutes its operating segments. In 2021, with the launch of the EV business, the Company now operates as two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. As of December 31, 2021 and 2020, there were no allowances for doubtful accounts. The following table provides the percentage of total revenues attributable to a single customer from which 10 For the Year Ended December 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 933,000 17 % Customer B $ 628,000 12 % For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 883,000 16 % Customer B $ 559,000 10 % | |
Leases | Leases The Company accounts for its leases under ASC 842, Leases | |
Net Loss per Share | Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In May 2021, the Financial Accountings Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance became effective for the Company on January 1, 2022. The Company adopted the guidance on January 1, 2022, and has concluded the adoption did not have a material impact on its consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, Codification Improvements In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses,” (“ASU 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements and related disclosures. |
BASIS OF PRESENTATION AND PRI_3
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment net | Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: | The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
The Company’s disaggregated revenues consist of the following for the years ended December 31, | The Company’s disaggregated revenues consist of the following for the three and nine months ended September 30, 2022 and 2021. For the Three Months Ended For the Nine Months Ended 2022 2021 2022 2021 Primary Geographical Markets North America $ 1,593,000 $ 967,000 $ 3,427,000 $ 3,463,000 Europe 32,000 1,000 79,000 416,000 Other 202,000 127,000 512,000 429,000 Total Revenue $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 Major Goods Power supply units $ 1,645,000 $ 1,095,000 $ 3,757,000 $ 4,308,000 EV chargers 182,000 - 261,000 - Total Revenue $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 Timing of Revenue Recognition Goods transferred at a point in time $ 1,827,000 $ 1,095,000 $ 4,018,000 $ 4,308,000 | |
T U R N O N G R E E N I N C [Member] | ||
The Company’s disaggregated revenues consist of the following for the years ended December 31, | The Company’s disaggregated revenues consist of the following for the years ended December 31, 2021 2020 Primary Geographical Markets North America $ 4,684,000 $ 4,482,000 Europe 359,000 611,000 Other 303,000 323,000 $ 5,346,000 $ 5,416,000 Major Goods Power Supply Units $ 5,328,000 $ 5,416,000 EV Chargers 18,000 - $ 5,346,000 $ 5,416,000 Timing of Revenue Recognition Goods transferred at a point in time $ 5,346,000 $ 5,416,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
At December 31, 2021 and 2020, property and equipment consist of the following: | As of September 30, 2022 and December 31, 2021, property and equipment consist of the following: September 30, 2022 December 31, 2021 Machinery and equipment $ 667,000 $ 680,000 Computers - 483,000 Office furniture and equipment 97,000 160,000 Leasehold improvements 72,000 89,000 EV chargers 64,000 - 900,000 1,412,000 Less: accumulated depreciation and amortization (652,000 ) (1,301,000 ) Property and equipment, net $ 248,000 $ 111,000 | |
T U R N O N G R E E N I N C [Member] | ||
At December 31, 2021 and 2020, property and equipment consist of the following: | At December 31, 2021 and 2020, property and equipment consist of the following: December 31, 2021 2020 Machinery and equipment $ 679,000 $ 661,000 Computers 484,000 484,000 Office furniture and equipment 160,000 160,000 Leasehold improvements 89,000 89,000 1,412,000 1,394,000 Less: accumulated depreciation and amortization (1,301,000 ) (1,276,000 ) Property and equipment, net $ 111,000 $ 118,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
At December 31, 2021 and 2020, inventories consist of: | As of September 30, 2022 and December 31, 2021, inventories consisted of: September 30, 2022 December 31, 2021 Raw materials, parts and supplies $ 959,000 $ 594,000 Finished products 1,824,000 652,000 Total inventories $ 2,784,000 $ 1,246,000 | |
T U R N O N G R E E N I N C [Member] | ||
At December 31, 2021 and 2020, inventories consist of: | At December 31, 2021 and 2020, inventories consist of: December 31, 2021 2020 Raw materials, parts and supplies $ 594,000 $ 104,000 Finished products 652,000 228,000 Total inventories, net of obsolescence $ 1,246,000 $ 332,000 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
As of December 31, 2021 and 2020 accrued expenses consist of the following: | As of September 30, 2022 and December 31, 2021, other current liabilities consisted of the following: September 30, 2022 December 31, 2021 Customer prepayments $ 270,000 $ 259,000 Other accrued liabilities 128,000 46,000 Accrued payroll and payroll taxes 224,000 214,000 Total other current liabilities $ 622,000 $ 519,000 | |
T U R N O N G R E E N I N C [Member] | ||
As of December 31, 2021 and 2020 accrued expenses consist of the following: | As of December 31, 2021 and 2020 accrued expenses consist of the following: December 31, 2021 2020 Customer prepayments $ 258,000 $ 87,000 Other accrued liabilities 47,000 53,000 Accrued payroll and payroll taxes 214,000 196,000 Accrued expenses $ 519,000 $ 336,000 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: | The following table provides a summary of leases by balance sheet category as of September 30, 2022: September 30, 2022 Operating right-of-use assets $ 1,786,000 Operating lease liability – current 546,000 Operating lease liability – non-current 1,396,000 | |
The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: | The components of lease expenses for the periods ended September 30, 2022 were as follows: Three Months Ended Nine Months Ended Operating lease cost $ 162,000 $ 486,000 Short-term lease cost - - Variable lease cost - - | |
The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2020: | The following tables provides a summary of other information related to leases for the nine months ended September 30, 2022: September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows related to operating leases $ 350,000 Right-of-use assets obtained in exchange for new operating lease liabilities - Weighted-average remaining lease term – operating leases 3.1 Weighted-average discount rate – operating leases 8 % | |
Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: | Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2022, were as follows: 2022 (remaining) $ 167,000 2023 682,000 2024 693,000 2025 609,000 2026 51,000 2027 - Total lease payments 2,202,000 Less interest (260,000 ) Present value of lease liabilities $ 1,942,000 | |
T U R N O N G R E E N I N C [Member] | ||
The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: | The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Operating right-of-use assets $ 244,000 $ 312,000 Operating lease liability - current 73,000 64,000 Operating lease liability - non-current 191,000 264,000 | |
The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: | The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: December 31, 2021 December 31, 2020 Operating lease cost $ 98,000 $ 41,000 Short-term lease cost - - Variable lease cost - - | |
The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2020: | The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 93,000 $ 25,000 Right-of-use assets obtained in exchange for new operating lease liabilities - - Weighted-average remaining lease term – operating leases 2.9 3.1 Weighted-average discount rate – operating leases 10% 10% | |
Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: | Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: Payments due by period 2022 $ 96,000 2023 109,000 2024 102,000 Total lease payments 307,000 Less interest (43,000 ) Present value of lease liabilities $ 264,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following: | Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following: Conversion Interest Due date September December Convertible promissory note, related party $ .01 10 December, 15, 2023 $ 101,000 $ - Opportunity fund convertible notes payable $ 0.005 10 January 14, 2024 45,000 - Total convertible notes payable, net of financing cost $ 146,000 - Less: current portion (45,000 ) - Total convertible notes payable, net of financing cost, long term $ 101,000 $ - |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of property and Equipment | Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter | |
The following table provides the percentage of total revenues attributable to a single customer from which 10 | The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: For the Three Months Ended For the Nine Months Ended September 30, 2022 September 30, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 300,000 27 % $ 563,000 14 % For the Three Months Ended For the Nine Months Ended September 30, 2021 September 30, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customer Revenue Customer Revenue Customer A $ 279,000 25 % $ 933,000 22 % | |
T U R N O N G R E E N I N C [Member] | ||
Schedule of property and Equipment | Schedule of property and Equipment Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture , 3 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter | |
The following table provides the percentage of total revenues attributable to a single customer from which 10 | The following table provides the percentage of total revenues attributable to a single customer from which 10 For the Year Ended December 31, 2021 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 933,000 17 % Customer B $ 628,000 12 % For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 883,000 16 % Customer B $ 559,000 10 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - T U R N O N G R E E N I N C [Member] | 12 Months Ended |
Dec. 31, 2021 | |
The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: | The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: 2021 2020 Pre-tax income (loss) U.S. Federal $ (1,827,000 ) $ (568,000 ) Foreign - - Total $ (1,827,000 ) $ (568,000 ) |
The federal and state income tax (provision) benefit is summarized as: | The federal and state income tax (provision) benefit is summarized as: 2021 2020 Current U.S. Federal $ - $ - U.S. State - - Foreign - - Total current provision - - Deferred U.S. Federal - - U.S. State - - Foreign - - Total deferred provision (benefit) - - Total provision (benefit) for income taxes $ - $ - |
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred taxes as of December 31 were as follows: | Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company's deferred taxes as of December 31 were as follows: 2021 2020 Deferred tax asset: Net operating loss 5,302,000 4,931,000 Intangible asset basis 146,000 160,000 Deferred rent liability 74,000 92,000 Accrued vacation - 55,000 Accrued warranty 12,000 12,000 Total deferred tax asset 5,534,000 5,250,000 Deferred tax liability: ROU assets (68,000 ) (87,000 ) Fixed asset basis (15,000 ) (20,000 ) Total deferred income tax liabilities (83,000 ) (107,000 ) Net deferred income tax assets 5,451,000 5,143,000 Valuation allowance (5,451,000 ) (5,143,000 ) Deferred tax asset (liability), net $ ( - ) $ ( - ) |
Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: | Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: 2021 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 7,860,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 18,653,000 2029 to 2041 2020 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 5,805,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 12,152,000 2020 to 2031 Net operating losses, state 16,610,000 2029 to 2040 |
The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: 2021 2020 Statutory Rate 21.00% 21.00% State Tax 6.98% 6.53% Permanent Differences - -0.06% Changes in VA -16.87% -26.18% True-ups -11.11 -1.29% Total 0.00% 0.00% |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 20, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Entity incorporation, date of incorporation | Apr. 05, 2005 | ||
Aggregate shares | 25,000 | 25,000 | |
Conversion of Stock, Shares Converted | 10,990,142 | ||
Preferred Stock [Member] | |||
Aggregate shares | 25,000 | ||
T O G I [Member] | |||
Conversion of Stock, Shares Converted | 1,000 | ||
T O G I [Member] | Preferred Stock [Member] | |||
Conversion of Stock, Shares Converted | 25,000 | ||
Series A Preferred Stock [Member] | |||
Aggregate shares | 25,000 | ||
Aggregate liquidation preference | $ 25,000,000 | ||
Convertible common stock, per share | $ 0.001 | ||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||
Aggregate shares | 25,000 | ||
Preferred stock, stated value | $ 1,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) $ in Millions | Sep. 30, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash Equivalents, at Carrying Value | $ 0.1 |
Banking Regulation, Total Capital, Actual | $ 2.6 |
Schedule of property and equipm
Schedule of property and equipment net (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Description of leasehold improvements | Over the term of the lease or the life of the asset, whichever is shorter |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
The following table provides th
The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenues | $ 1,827,000 | $ 1,095,000 | $ 4,018,000 | $ 4,308,000 |
Customer A [Member] | ||||
Product Information [Line Items] | ||||
Revenues | $ 300,000 | $ 279,000 | $ 563,000 | $ 933,000 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 27% | 25% | 14% | 22% |
BASIS OF PRESENTATION AND PRI_4
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash and Cash Equivalents [Line Items] | |||
Cash | $ 65,000 | $ 112,000 | |
Accrued warranty liability | 54,000 | $ 54,000 | |
Impairment of long-lived asset | $ 0 | $ 0 | |
Common Stock, Shares, Issued | 161,704,695 | 161,704,695 | |
Common stock, share oustanding | 161,704,695 | 161,704,695 | |
Potential common stock, share oustanding | 21,478,923 | 0 | |
Common Stock [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Common Stock, Shares, Issued | 0 | ||
Common stock, share oustanding | 0 | ||
Cash and Cash Equivalents [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Cash | $ 65,000 | $ 112,000 |
The Company_s disaggregated rev
The Company’s disaggregated revenues consist of the following for the three and nine months ended September 30, 2022 and 2021. (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,827,000 | $ 1,095,000 | $ 4,018,000 | $ 4,308,000 |
Goods | 1,827,000 | 1,095,000 | 4,018,000 | 4,308,000 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,827,000 | 1,095,000 | 4,018,000 | 4,308,000 |
Supplies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods | 1,645,000 | 1,095,000 | 3,757,000 | 4,308,000 |
E V Chargers [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods | 182,000 | 261,000 | ||
North America [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,593,000 | 967,000 | 3,427,000 | 3,463,000 |
Europe [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,000 | 1,000 | 79,000 | 416,000 |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 202,000 | $ 127,000 | $ 512,000 | $ 429,000 |
As of September 30, 2022 and De
As of September 30, 2022 and December 31, 2021, property and equipment consist of the following: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 900,000 | $ 1,412,000 |
Less: accumulated depreciation and amortization | (652,000) | (1,301,000) |
Property and equipment, net | 248,000 | 111,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 667,000 | 680,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 483,000 | |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 97,000 | 160,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 72,000 | 89,000 |
E V Chargers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 64,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 10,000 | $ 6,000 | $ 40,000 | $ 18,000 |
As of September 30, 2022 and _2
As of September 30, 2022 and December 31, 2021, inventories consisted of: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 959,000 | $ 594,000 |
Finished products | 1,824,000 | 652,000 |
Total inventories | $ 2,784,000 | $ 1,246,000 |
As of September 30, 2022 and _3
As of September 30, 2022 and December 31, 2021, other current liabilities consisted of the following: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Customer prepayments | $ 270,000 | $ 259,000 |
Other accrued liabilities | 128,000 | 46,000 |
Accrued payroll and payroll taxes | 224,000 | 214,000 |
Total other current liabilities | $ 622,000 | $ 519,000 |
The following table provides a
The following table provides a summary of leases by balance sheet category as of September 30, 2022: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Following Table Provides Summary Of Leases By Balance Sheet Category As Of September 30 2022 | ||
Operating right-of-use assets | $ 1,786,000 | |
Operating lease liability – current | 546,000 | $ 73,000 |
Operating lease liability – non-current | $ 1,396,000 | $ 191,000 |
The components of lease expense
The components of lease expenses for the periods ended September 30, 2022 were as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Following Table Provides Summary Of Leases By Balance Sheet Category As Of September 30 2022 | ||
Operating lease cost | $ 162,000 | $ 486,000 |
Short-term lease cost | ||
Variable lease cost |
The following tables provides a
The following tables provides a summary of other information related to leases for the nine months ended September 30, 2022: (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Following Table Provides Summary Of Leases By Balance Sheet Category As Of September 30 2022 | |
Operating cash flows related to operating leases | $ 350,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 3 years 1 month 6 days |
Weighted-average discount rate - operating leases | 8% |
Payments due by period of lease
Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of September 30, 2022, were as follows: (Details) | Sep. 30, 2022 USD ($) |
Following Table Provides Summary Of Leases By Balance Sheet Category As Of September 30 2022 | |
2022 (remaining) | $ 167,000 |
2023 | 682,000 |
2024 | 693,000 |
2025 | 609,000 |
2026 | 51,000 |
2027 | |
Total lease payments | 2,202,000 |
Less interest | (260,000) |
Present value of lease liabilities | $ 1,942,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Sep. 30, 2022 |
Minimum [Member] | |
Weighted average remaining lease terms | 1 year 3 months 18 days |
Maximum [Member] | |
Weighted average remaining lease terms | 3 years 3 months 18 days |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Allocation of general corporate expenses | $ 766,000 | $ 536,000 | $ 2,386,000 | $ 1,456,000 | ||
Revenue | 1,827,000 | 1,095,000 | 4,018,000 | 4,308,000 | ||
Due to related parties | 0 | 0 | 2,000 | 0 | ||
T U R N O N G R E E N I N C [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Allocation of general corporate expenses | $ 2,097,000 | $ 1,493,000 | ||||
Revenue | 5,346,000 | 5,416,000 | ||||
Due to related parties | 23,000 | 18,000 | ||||
Parent Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | 600,000 | 2,800,000 | ||||
Parent Company [Member] | T U R N O N G R E E N I N C [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | $ 4,200,000 | $ 600,000 | ||||
Bit Nile Holding Ince [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Allocation of general corporate expenses | $ 90,000 | 83,000 | $ 240,000 | 248,000 | ||
Bit Nil Holding Ince [Member] | Parent Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue | $ 1,100,000 | $ 2,900,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 05, 2022 | Sep. 30, 2022 | Sep. 12, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 161,704,695 | 161,704,695 | ||
Common stock, shares outstanding | 161,704,695 | 161,704,695 | ||
Preferred stock, shares issued | 25,000 | 25,000 | ||
Preferred stock, shares outstanding | 25,000 | 25,000 | ||
Description of amendment of agreement | On September 5, 2022, the Company entered into an amendment to the Agreement, pursuant to which the Company agreed to (i) use commercially reasonable efforts to effectuate a distribution by the Parent of 140,000,000 shares of common stock beneficially owned by the Parent (the “Distribution”) and, (ii) to issue to Parent warrants to purchase an equivalent number of shares of common stock to be issued in the Distribution (the “Warrants”). The Distribution has not yet occurred. | |||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Series A Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares issued | 25,000 | |||
Preferred stock, stated value | $ 1,000 | |||
Preferred stock, aggregate value | $ 25,000,000 | |||
Dividend rate | 8% | |||
Preferred Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Preferred stock, shares authorized | 25,000 | |||
Preferred stock, par value (in dollars per shares) | $ 0.001 | |||
Preferred stock, shares issued | 25,000 | |||
Preferred stock, shares outstanding | 25,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares issued | 0 | |||
Common stock, shares outstanding | 0 | |||
Common Stock [Member] | Board of Directors Chairman [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Common Stock [Member] | Board of Directors Chairman [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 750,000,000 |
ACCOUNTS PAYABLE - RELATED PA_2
ACCOUNTS PAYABLE - RELATED PARTY (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Payables and Accruals [Abstract] | |
Accounts payable | $ 17,000 |
Convertible notes payable at Se
Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following: (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total convertible notes payable, net of financing cost | $ 146,000 | |
Less: current portion | (45,000) | |
Total convertible notes payable, net of financing cost, long term | $ 101,000 | |
Convertible Debt One [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.01 | |
Weighted average interest rate | 10% | |
Due date | Dec. 15, 2023 | |
Convertible note | $ 101,000 | |
Opportunity Fund Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price (in dollars per share) | $ 0.005 | |
Weighted average interest rate | 10% | |
Due date | Jan. 14, 2024 | |
Convertible note | $ 45,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |||
Dec. 15, 2021 | Feb. 03, 2021 | Jan. 14, 2021 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Expiration or Due Date | Dec. 15, 2023 | |||
Convertible note of common stock | 10,990,142 | |||
Convertible Promissory Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 10% | |||
Proceeds from Convertible Debt | $ 25,000 | $ 20,000 | ||
Long-Term Debt, Gross | $ 75,000 | |||
Debt Instrument, Maturity Date | Jan. 14, 2024 | |||
Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 10% | |||
Debt Instrument, Convertible, Liquidation Preference, Per Share | $ 0.01 | |||
Digital Power Lending L L C [Member] | Exchange Agreement [Member] | Promissory Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 102,000 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash | $ 65,000 | $ 112,000 | |
Banking Regulation, Total Capital, Actual | $ 2,600,000 | ||
T U R N O N G R E E N I N C [Member] | |||
Cash | 112,000 | $ 258,000 | |
Banking Regulation, Total Capital, Actual | $ 2,600,000 |
Schedule of property and Equi_2
Schedule of property and Equipment (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Description of leasehold improvements | Over the term of the lease or the life of the asset, whichever is shorter | |
Minimum [Member] | Office Equipment [Member] | T U R N O N G R E E N I N C [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Machinery and Equipment [Member] | T U R N O N G R E E N I N C [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Leasehold Improvements [Member] | T U R N O N G R E E N I N C [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Description of leasehold improvements | Over the term of the lease or the life of the asset, whichever is shorter | |
Maximum [Member] | Equipment [Member] | T U R N O N G R E E N I N C [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Maximum [Member] | Machinery and Equipment [Member] | T U R N O N G R E E N I N C [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years |
The following table provides _2
The following table provides the percentage of total revenues attributable to a single customer from which 10 (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||||
Revenues | $ 1,827,000 | $ 1,095,000 | $ 4,018,000 | $ 4,308,000 | ||
Customer A [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | $ 300,000 | $ 279,000 | $ 563,000 | $ 933,000 | ||
Customer A [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 27% | 25% | 14% | 22% | ||
T U R N O N G R E E N I N C [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | 10% | |||||
Revenues | $ 5,346,000 | $ 5,416,000 | ||||
T U R N O N G R E E N I N C [Member] | Customer A [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | $ 933,000 | $ 883,000 | ||||
T U R N O N G R E E N I N C [Member] | Customer A [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 17% | 16% | ||||
T U R N O N G R E E N I N C [Member] | Customer B [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | $ 628,000 | $ 559,000 | ||||
T U R N O N G R E E N I N C [Member] | Customer B [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 12% | 10% |
The Company_s disaggregated r_2
The Company’s disaggregated revenues consist of the following for the years ended December 31, (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 1,827,000 | $ 1,095,000 | $ 4,018,000 | $ 4,308,000 | ||
Goods | 1,827,000 | 1,095,000 | 4,018,000 | 4,308,000 | ||
Transferred at Point in Time [Member] | ||||||
Revenue | 1,827,000 | 1,095,000 | 4,018,000 | 4,308,000 | ||
Supplies [Member] | ||||||
Goods | 1,645,000 | 1,095,000 | 3,757,000 | 4,308,000 | ||
E V Chargers [Member] | ||||||
Goods | 182,000 | 261,000 | ||||
T U R N O N G R E E N I N C [Member] | ||||||
Revenues | $ 5,346,000 | $ 5,416,000 | ||||
Goods | 5,346,000 | 5,416,000 | ||||
T U R N O N G R E E N I N C [Member] | Transferred at Point in Time [Member] | ||||||
Revenue | 5,346,000 | 5,416,000 | ||||
T U R N O N G R E E N I N C [Member] | Supplies [Member] | ||||||
Goods | 5,328,000 | 5,416,000 | ||||
T U R N O N G R E E N I N C [Member] | E V Chargers [Member] | ||||||
Goods | 18,000 | |||||
North America [Member] | ||||||
Revenues | 1,593,000 | 967,000 | 3,427,000 | 3,463,000 | ||
North America [Member] | T U R N O N G R E E N I N C [Member] | ||||||
Revenues | 4,684,000 | 4,482,000 | ||||
Europe [Member] | ||||||
Revenues | 32,000 | 1,000 | 79,000 | 416,000 | ||
Europe [Member] | T U R N O N G R E E N I N C [Member] | ||||||
Revenues | 359,000 | 611,000 | ||||
Other [Member] | ||||||
Revenues | $ 202,000 | $ 127,000 | $ 512,000 | $ 429,000 | ||
Other [Member] | T U R N O N G R E E N I N C [Member] | ||||||
Revenues | $ 303,000 | $ 323,000 |
At December 31, 2021 and 2020,
At December 31, 2021 and 2020, inventories consist of: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Raw materials, parts and supplies | $ 959,000 | $ 594,000 | |
Finished products | 1,824,000 | 652,000 | |
Total inventories, net of obsolescence | $ 2,784,000 | 1,246,000 | |
T U R N O N G R E E N I N C [Member] | |||
Raw materials, parts and supplies | 594,000 | $ 104,000 | |
Finished products | 652,000 | 228,000 | |
Total inventories, net of obsolescence | $ 1,246,000 | $ 332,000 |
At December 31, 2021 and 2020_2
At December 31, 2021 and 2020, property and equipment consist of the following: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 900,000 | $ 1,412,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (652,000) | (1,301,000) | |
Property, Plant and Equipment, Net | 248,000 | 111,000 | |
T U R N O N G R E E N I N C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 1,412,000 | $ 1,394,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (1,301,000) | (1,276,000) | |
Property, Plant and Equipment, Net | 111,000 | 118,000 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 667,000 | 680,000 | |
Machinery and Equipment [Member] | T U R N O N G R E E N I N C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 679,000 | 661,000 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 483,000 | ||
Computer Equipment [Member] | T U R N O N G R E E N I N C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 484,000 | 484,000 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 97,000 | 160,000 | |
Office Equipment [Member] | T U R N O N G R E E N I N C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 160,000 | 160,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 72,000 | 89,000 | |
Leasehold Improvements [Member] | T U R N O N G R E E N I N C [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 89,000 | $ 89,000 |
As of December 31, 2021 and 202
As of December 31, 2021 and 2020 accrued expenses consist of the following: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Customer prepayments | $ 270,000 | $ 259,000 | |
Other accrued liabilities | 128,000 | 46,000 | |
Accrued payroll and payroll taxes | 224,000 | 214,000 | |
Accrued expenses | $ 622,000 | 519,000 | |
T U R N O N G R E E N I N C [Member] | |||
Customer prepayments | 258,000 | $ 87,000 | |
Other accrued liabilities | 47,000 | 53,000 | |
Accrued payroll and payroll taxes | 214,000 | 196,000 | |
Accrued expenses | $ 519,000 | $ 336,000 |
The following table provides _3
The following table provides a summary of leases by balance sheet category as of December 31, 2021 and 2020: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Operating right-of-use assets | $ 1,786,000 | ||
Operating lease liability - current | 546,000 | $ 73,000 | |
Operating lease liability - non-current | $ 1,396,000 | 191,000 | |
T U R N O N G R E E N I N C [Member] | |||
Operating right-of-use assets | 244,000 | $ 312,000 | |
Operating lease liability - current | 73,000 | 64,000 | |
Operating lease liability - non-current | $ 191,000 | $ 264,000 |
The components of lease expen_2
The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost | $ 162,000 | $ 486,000 | ||
Short-term lease cost | ||||
Variable lease cost | ||||
T U R N O N G R E E N I N C [Member] | ||||
Operating lease cost | $ 98,000 | $ 41,000 | ||
Short-term lease cost | ||||
Variable lease cost |
The following tables provides_2
The following tables provides a summary of other information related to leases for the year ended December 31, 2021 and 2020: (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Proceeds from Operating Activities, Total | $ 350,000 | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | |||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 1 month 6 days | ||
Lessee, Operating Lease, Discount Rate | 8% | ||
T U R N O N G R E E N I N C [Member] | |||
Proceeds from Operating Activities, Total | $ 93,000 | $ 25,000 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | |||
Operating Lease, Weighted Average Remaining Lease Term | 2 years 10 months 24 days | 3 years 1 month 6 days | |
Lessee, Operating Lease, Discount Rate | 10% | 10% |
Maturity of lease liabilities u
Maturity of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2021, are as follows: (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
2022 | $ 167,000 | |
2023 | 682,000 | |
2024 | 693,000 | |
Total lease payments | 2,202,000 | |
Less interest | (260,000) | |
Present value of lease liabilities | $ 1,942,000 | |
T U R N O N G R E E N I N C [Member] | ||
2022 | $ 96,000 | |
2023 | 109,000 | |
2024 | 102,000 | |
Total lease payments | 307,000 | |
Less interest | (43,000) | |
Present value of lease liabilities | $ 264,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash | $ 65,000 | $ 112,000 | |
Extended Product Warranty Accrual | $ 54,000 | 54,000 | |
T U R N O N G R E E N I N C [Member] | |||
Cash | 112,000 | $ 258,000 | |
Extended Product Warranty Accrual | $ 54,000 | $ 44,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Common Stock, Shares, Outstanding | 161,704,695 | 161,704,695 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 0 | ||
T U R N O N G R E E N I N C [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 400,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Preferred Stock, No Par Value | $ 0.001 | $ 0.001 | |
T U R N O N G R E E N I N C [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Outstanding | 1,000 | 1,000 | |
T U R N O N G R E E N I N C [Member] | Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares Authorized | 50,000 | 50,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Outstanding | 0 | 0 |
The following is a geographical
The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2021 and 2020: (Details) - T U R N O N G R E E N I N C [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pre-tax income (loss) | ||
U.S. Federal | $ (1,827,000) | $ (568,000) |
Foreign | ||
Total | $ (1,827,000) | $ (568,000) |
The federal and state income ta
The federal and state income tax (provision) benefit is summarized as: (Details) - T U R N O N G R E E N I N C [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total current provision | ||
Deferred | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total deferred provision (benefit) | ||
Total provision (benefit) for income taxes |
Deferred income taxes reflect t
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significa (Details) - T U R N O N G R E E N I N C [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax asset: | ||
Net operating loss | $ 5,302,000 | $ 4,931,000 |
Intangible asset basis | 146,000 | 160,000 |
Deferred rent liability | 74,000 | 92,000 |
Accrued vacation | 55,000 | |
Accrued warranty | 12,000 | 12,000 |
Total deferred tax asset | 5,534,000 | 5,250,000 |
Deferred tax liability: | ||
ROU assets | (68,000) | (87,000) |
Fixed asset basis | (15,000) | (20,000) |
Total deferred income tax liabilities | (83,000) | (107,000) |
Net deferred income tax assets | 5,451,000 | 5,143,000 |
Valuation allowance | (5,451,000) | (5,143,000) |
Deferred tax asset (liability), net |
Net operating losses and tax cr
Net operating losses and tax credit carryforwards as of the Financial Statement Dates are as follows: (Details) - T U R N O N G R E E N I N C [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic Tax Authority [Member] | Tax Year 2017 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses, state | $ 7,860,000 | $ 5,805,000 |
Net operating losses, state | Do Not Expire | Do Not Expire |
Domestic Tax Authority [Member] | Tax Year 2018 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses, state | $ 11,185,000 | $ 12,152,000 |
Net operating losses, state | 2022 to 2037 | 2020 to 2031 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses, state | $ 18,653,000 | $ 16,610,000 |
Net operating losses, state | 2029 to 2041 | 2029 to 2040 |
The effective tax rate of the C
The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: (Details) - T U R N O N G R E E N I N C [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statutory Rate | 21% | 21% |
State Tax | 6.98% | 6.53% |
Permanent Differences | (0.06%) | |
Changes in VA | (16.87%) | (26.18%) |
True-ups | (11.11%) | (1.29%) |
Total | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
T U R N O N G R E E N I N C [Member] | ||
Valuation allowance | $ 308,000 | $ 149,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - T U R N O N G R E E N I N C [Member] $ in Millions | Nov. 05, 2021 USD ($) ft² |
Subsequent Event [Line Items] | |
Lease agreement | ft² | 31,165 |
Lease term | 50 months |
Other Commitment, Total | $ | $ 2.3 |