Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
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 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 95,000 | $ 112,000 |
Accounts receivable | 1,022,000 | 627,000 |
Inventories | 2,595,000 | 1,246,000 |
Prepaid expenses | 684,000 | 1,800,000 |
TOTAL CURRENT ASSETS | 4,396,000 | 3,785,000 |
Property and equipment, net | 326,000 | 111,000 |
Right-of-use assets | 1,661,000 | 244,000 |
Other noncurrent assets | 270,000 | 290,000 |
TOTAL ASSETS | 6,653,000 | 4,430,000 |
CURRENT LIABILITIES | ||
Accounts payable | 1,147,000 | 657,000 |
Operating lease liability, current | 561,000 | 73,000 |
Related party advances | 52,000 | |
Accrued expenses, warranty and other current liabilities | 1,971,000 | 519,000 |
TOTAL CURRENT LIABILITIES | 3,731,000 | 1,249,000 |
LONG TERM LIABILITIES | ||
Warranty, non-current | 43,000 | |
Deferred revenue, non-current and asset retirement obligation | 16,000 | |
Operating lease liability, non-current | 1,251,000 | 191,000 |
TOTAL LIABILITIES | 5,041,000 | 1,440,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of December 31, 2022, and 10,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of December 31, 2021 | 25,000,000 | 25,000,000 |
STOCKHOLDER’S DEFICIT: | ||
Common Stock, par value $0.001 a share; 750,000,000 shares authorized: 172,694,837 shares issued and outstanding as of December 31, 2022, and 200,000,000 shares authorized: 161,704,695 issued and outstanding as of December 31, 2021 | 173,000 | |
Additional paid-in capital | 12,691,000 | 9,383,000 |
Accumulated deficit | (36,252,000) | (31,393,000) |
TOTAL STOCKHOLDERS’ DEFICIT | (23,388,000) | (22,010,000) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 6,653,000 | $ 4,430,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 50,000,000 | 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 | 750,000,000 | 200,000,000 |
Common stock, shares issued | 172,694,837 | 161,704,695 |
Common stock, shares outstanding | 172,694,837 | 161,704,695 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 5,522,000 | $ 5,346,000 |
Cost of revenue | 3,504,000 | 3,662,000 |
Gross profit | 2,018,000 | 1,684,000 |
Operating expenses: | ||
Research and development | 697,000 | 504,000 |
General and administration | 4,014,000 | 2,097,000 |
Selling and marketing | 1,522,000 | 910,000 |
Total operating expenses | 6,233,000 | 3,511,000 |
Operating loss | (4,215,000) | (1,827,000) |
Other expense: | ||
Interest expense, related party | 3,000 | |
Interest expense | 2,000 | |
Total other expense | 5,000 | |
Net loss | (4,220,000) | (1,827,000) |
Preferred Dividends | (639,000) | |
Net loss available to common stockholders | $ (4,859,000) | $ (1,827,000) |
Net loss per common share basic and diluted: | $ (0.09) | |
Weighted average common shares, basic and diluted | 54,273,016 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - 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, 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, shares at Mar. 31, 2021 | ||||
Beginning balance, value at Dec. 31, 2020 | 4,840,000 | (29,566,000) | (24,726,000) | |
Beginning balance, shares at Dec. 31, 2020 | ||||
Net loss | (1,827,000) | |||
Ending balance, value at Dec. 31, 2021 | 9,383,000 | (31,393,000) | (22,010,000) | |
Ending balance, shares at Dec. 31, 2021 | ||||
Beginning balance, value at Mar. 31, 2021 | 5,513,000 | (29,864,000) | (24,351,000) | |
Beginning balance, 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, 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, shares at Sep. 30, 2021 | ||||
Contribution from Parent | 1,633,000 | 1,633,000 | ||
Net loss | (1,067,000) | (1,067,000) | ||
Ending balance, value at Dec. 31, 2021 | 9,383,000 | (31,393,000) | (22,010,000) | |
Ending balance, 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, shares at Mar. 31, 2022 | ||||
Beginning balance, value at Dec. 31, 2021 | 9,383,000 | (31,393,000) | (22,010,000) | |
Beginning balance, shares at Dec. 31, 2021 | ||||
Net loss | (4,220,000) | |||
Ending balance, value at Dec. 31, 2022 | $ 173,000 | 12,691,000 | (36,252,000) | (23,388,000) |
Ending balance, shares at Dec. 31, 2022 | 172,694,837 | |||
Beginning balance, value at Mar. 31, 2022 | 10,393,000 | (32,326,000) | (21,933,000) | |
Beginning balance, 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, shares at Jun. 30, 2022 | ||||
Contribution from Parent | 409,000 | 409,000 | ||
Common stock issued upon conversion of promissory notes | $ 162,000 | 162,000 | ||
Common stock assumed upon acquisition of net assets, shares | 161,704,695 | |||
Net loss | (486,000) | (486,000) | ||
Ending balance, value at Sep. 30, 2022 | $ 162,000 | 12,052,000 | (33,816,000) | (21,602,000) |
Ending balance, shares at Sep. 30, 2022 | 161,704,695 | |||
Contribution from Parent | 540,000 | 540,000 | ||
Common stock issued upon conversion of promissory notes | $ 11,000 | 99,000 | 110,000 | |
Common stock assumed upon acquisition of net assets, shares | 10,990,142 | |||
Net loss | (1,797,000) | (1,797,000) | ||
Preferred dividends | (639,000) | (639,000) | ||
Ending balance, value at Dec. 31, 2022 | $ 173,000 | $ 12,691,000 | $ (36,252,000) | $ (23,388,000) |
Ending balance, shares at Dec. 31, 2022 | 172,694,837 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,859,000) | $ (1,827,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 51,000 | 25,000 |
Amortization of right-of-use assets | 488,000 | 68,000 |
Changes in operating assets and liabilities | ||
Accounts receivable | (395,000) | 245,000 |
Prepaid expenses and other current assets | 1,116,000 | (1,708,000) |
Inventory | (1,349,000) | (914,000) |
Other noncurrent assets | 20,000 | (270,000) |
Accounts payable | 508,000 | (409,000) |
Accrued expenses and other current liabilities | 1,382,000 | (64,000) |
Lease, warranty and other non-current liabilities | (301,000) | 183,000 |
Net cash used in operating activities | (2,669,000) | (4,341,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (263,000) | (18,000) |
Net cash used in investing activities | (263,000) | (18,000) |
Cash flows from financing activities: | ||
Proceeds from investment from parent | 2,863,000 | 4,213,000 |
Related party advances | 52,000 | |
Net cash provided by financing activities | 2,915,000 | 4,213,000 |
Net decrease in cash and cash equivalents | (17,000) | (146,000) |
Cash and cash equivalents at beginning of period | 112,000 | 258,000 |
Cash and cash equivalents at end of period | 95,000 | 112,000 |
Non-cash investing and financing activities | ||
Recognition of new operating lease right-of-use assets and lease liabilities | 1,905,000 | |
Acquisition of assets, net of liabilities assumed | 214,000 | |
Conversion of principal and accrued interest on promissory note | $ 110,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview Imperalis Holding Corp (“IMHC” or “Imperalis”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies (collectively, the “Company”), is an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company. The Company designs, develops, manufactures and sells highly engineered, feature-rich, high-grade power conversion systems and power system solutions for mission-critical applications and processes electronic products 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, Ault 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 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 25,000 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 consolidated financial statements have not been adjusted until the date of the Acquisition as a part of the net assets acquired. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation. 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, asset retirement obligations and valuation allowance related to deferred tax assets. 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. The Company recognizes revenue primarily from four different types of contracts: · Product sales and installation - The Company generates revenues from the sale of its products through a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services are distinct and accounted for as separate performance obligations. For sales, the Company’s performance obligations to deliver products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over the goods. The installation service on these types of contracts is usually completed within six to twelve weeks. · The Company recognizes installation service revenue over time using the cost-to-cost measure of progress, which measures an installation obligation’s progress toward completion based on the ratio of actual contract costs incurred to date to the Company’s estimated costs at completion. Significant judgment may be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company’s project managers, subcontractors and financial professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs. The Company also provides standard assurance warranties on product functionality, which are not separately priced or considered material. 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. · Network fees - Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is deferred and recognized on a straight-line basis over the contract term for annual contracts. Network agreements can also be billed per charging session in accordance with a contractual relationship between the Company and the owner of the station and, as a result, revenue is recognized when a particular charging session is complete. · Charging service revenue - company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed. 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. Sales Tax Collected From Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in revenue as the related revenue recognition criteria are met. Asset Retirement Obligations The Company has determined that it is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized in our consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result, the Company’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values. Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. Cash and Cash 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 December 31, 2022 and December 31, 2021, the Company had cash of $ 95,000 112,000 Accounts Receivable and Allowance for Doubtful Accounts 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, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. Leases The Company accounts for its leases under ASC 842, Leases Inventory Inventories, inclusive of raw materials and finished goods, 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 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. When property and equipment is retired or otherwise disposed of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results of operations for the respective period. 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. Litigation The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. 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 . no Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment at least annually or when changes in circumstances indicate a possibility of 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. During the years ended December 31, 2022 and 2021, the Company recognized 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 Receivables and 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. Recent Accounting Pronouncements not yet Adopted In October 2021, the Financial Accounting 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The guidance is effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), which pushes back the effective date for public business entities that are smaller reporting companies, as defined by the SEC, to fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its consolidated financial statements. The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The accompanying 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 sufficient cash flows. The Company believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing, and could adversely affect the trading price of the Company’s common stock. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that the Company’s audited consolidated Financial Statements are issued. 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. |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | 4. REVENUE DISAGGREGATION The Company’s disaggregated revenues consisted of the following: Schedule of disaggregated revenues For the Year Ended December 31, 2022 2021 Primary Geographical Markets North America $ 4,514,000 $ 4,684,000 Europe 115,000 359,000 Other 893,000 303,000 Total Revenue $ 5,522,000 $ 5,346,000 Major Goods Power supply units $ 5,214,000 $ 5,328,000 EV chargers 308,000 18,000 Total Revenue $ 5,522,000 $ 5,346,000 Timing of Revenue Recognition Revenue recognized over time $ 22,000 $ - Goods transferred at a point in time 5,500,000 5,346,000 Total Revenue $ 5,522,000 $ 5,346,000 The Company’s related party sales consisted of the following: Schedule of related party sales For the Year Ended December 31, 2022 2021 Related Party Subsidiaries of Ault $ 26,000 $ 23,000 Entities Ault holds an investment interest in 1,000 - Total Revenue $ 27,000 $ 23,000 The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: Schedule of concentration For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 935,000 17 % $ 933,000 17 % Customer B $ - - % $ 628,000 12 % |
TRADE RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
TRADE RECEIVABLES | 5. TRADE RECEIVABLES As of December 31, 2022 and 2021, the Company had related party receivables of $ 25,000 4,000 As of December 31, 2022, receivables from five customers made up 64% of the Company’s receivables. As of 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 December 31, 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 December 31, 2022 and December 31, 2021, there were no |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT As of December 31, 2022 and 2021, property and equipment consisted of the following: Schedule of property and equipment December 31, 2022 December 31, 2021 Machinery and equipment $ 667,000 $ 680,000 Computers - 483,000 Leasehold improvements, furniture and equipment 207,000 249,000 EV chargers 115,000 - Property and equipment, gross 989,000 1,412,000 Less: accumulated depreciation and amortization (663,000 ) (1,301,000 ) Property and equipment, net $ 326,000 $ 111,000 Depreciation and amortization expense related to property and equipment was $ 51,000 25,000 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 7. INVENTORIES As of December 31, 2022 and 2021, inventories consisted of: Schedule of inventories December 31, 2022 December 31, 2021 Finished products $ 1,807,000 $ 594,000 Raw materials, parts and supplies 788,000 652,000 Total inventories $ 2,595,000 $ 1,246,000 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | 8. ASSET RETIREMENT OBLIGATIONS Asset retirement obligation activity for the year ended December 31, 2022, was as follows: Schedule of asset retirement obligations December 31, 2022 Beginning balance $ - Liabilities incurred 3,000 Accretion expense - Ending balance $ 3,000 |
WARRANTY LIABILITY
WARRANTY LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTY LIABILITY | 9. WARRANTY LIABILITY As of December 31, 2022, and 2021, the Company’s total accrued warranty liability was as follows: Schedule of warranty liability December 31, 2022 December 31, 2021 Beginning warranty liability $ 54,000 $ 43,000 Warranty expenses incurred - - Additional liability accrued 5,000 11,000 Total accrued warranty $ 59,000 $ 54,000 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | 10. OTHER CURRENT LIABILITIES As of December 31, 2022, and 2021, accrued expenses consisted of the following: Schedule of accrued expenses December 31, 2022 2021 Customer prepayments $ 276,000 $ 259,000 Accrued legal liabilities 681,000 - Dividends payable 639,000 - Other accrued liabilities 120,000 46,000 Accrued payroll and payroll taxes 255,000 214,000 Total other current liabilities $ 1,971,000 $ 519,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 11. LEASES Site Host Agreements The Company has certain agreements with owners of automobile parking sites (“Site Hosts”), which allow the Company to operate its charging stations on the Site Hosts’ premises. These agreements have been deemed operating leases and may include one or more provisions to compensate the Site Hosts, such as fixed fees, cost reimbursements, revenue sharing or payments per customer charge and may also include renewal options. The expenses related to these agreements will be booked as general and administrative expenses prior to becoming operational and as cost of sales when operational (generating revenue). The Company did not have any Site Host agreement revenues in 2022 as no sites were operational but expects to start generating revenues in the first quarter of 2023. Office and Warehouse Leases The Company leases offices and warehouse space under operating leases requiring periodic payments. The following table provides a summary of leases by balance sheet category as of December 31, 2022: Summary of leases by balance sheet category December 31, 2022 Operating right-of-use assets $ 1,661,000 Operating lease liability – current 561,000 Operating lease liability – non-current 1,250,000 The components of lease expenses for the period ended December 31, 2022, were as follows: Schedule of lease cost Year Ended Operating lease cost $ 648,000 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, 2022: Summary of other information related to leases December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: - Operating cash flows related to operating leases $ 517,000 Right-of-use assets obtained in exchange for new operating lease liabilities 1,905,000 Weighted-average remaining lease term – operating leases 2.9 Weighted-average discount rate – operating leases 8 % Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2022, were as follows: Schedule of non cancellable operating leases 2023 $ 682,000 2024 693,000 2025 609,000 2026 51,000 2027 - Total lease payments 2,035,000 Less interest (224,000 ) Present value of lease liabilities $ 1,811,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS Ault Lending, LLC (formerly known as Digital Power Lending, LLC) (“Ault Lending” or “AL”) and the Company are both subsidiaries of Ault. David Katzoff, who serves as the Company’s Chief Financial Officer, is also the manager of Ault Lending. As a result, AL is deemed a related party. Allocation of General Corporate Expenses Ault provides human resources, accounting, and other services to the Company. The Company obtains its business insurance under Ault. 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 Ault. 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. Ault allocated $ 670,000 330,000 Contributions From Parent The Company previously received funding from Ault to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $ 2.9 4.2 Sales to Related Party The Company recognized $ 27,000 23,000 25,000 4,000 Related Party Advances On December 9, 2022, our Officer, Amos Kohn loaned the Company $ 25,000 March 9, 2023 14% During the quarter ended December 31, 2022, our President, Marcus Charuvastra advanced the Company $ 14,000 13,000 As of December 31, 2022, and 2021, there were balances due to the Company’s officers and non-officer employee of $ 52,000 Accounts Payable – Related Party The Company is a majority owned subsidiary of Ault. During the year ended December 31, 2022, Ault made vendor payments on behalf of IMHC amounting to $28,000. This intercompany balance due to Ault is reflected in accounts payable. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | 13. CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2022, and 2021, were comprised of the following: Schedule of Convertible notes payable Conversion Interest Due date December December Opportunity fund convertible notes payable $ 0.005 10 January 14, 2024 $ 45,000 $ - Total convertible notes payable $ 45,000 $ - 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 9,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14. INCOME TAXES The Company files its tax returns as part of its stockholder’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 . Schedule of loss before provision for income tax 2022 2021 Pre-tax loss U.S. Federal $ (4,219,000 ) $ (1,827,000 ) Foreign - - Total $ (4,219,000 ) $ (1,827,000 ) The federal and state income tax (provision) benefit is summarized as: Schedule of federal and state income tax (provision) benefit 2022 2021 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: Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax asset: Net operating loss $ 6,037,000 $ 5,302,000 Intangible asset basis 132,000 146,000 Deferred rent liability 507,000 - Inventory adjustments 148,000 - 174 R&D capitalization 144,000 - Asset retirement obligation 1,000 - Settlement liability 161,000 74,000 Accrued warranty 12,000 12,000 Total deferred tax asset 7,142,000 5,534,000 Deferred tax liability: ROU assets (465,000 ) (68,000 ) Fixed asset basis (65,000 ) (15,000 ) Total deferred income tax liabilities (530,000 ) (83,000 ) Net deferred income tax assets 6,591,000 5,451,000 Valuation allowance (6,612,000 ) (5,451,000 ) Deferred tax asset (liability), net $ ( - ) $ ( - ) Events which may restrict utilization of a company’s net operating loss and credit carryforwards include, but are not limited to, certain ownership change limitations as defined in Internal Revenue Code Section 382 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 $ 1,161,000 308,000 Schedule of net operating losses and tax credit carryforwards 2022 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 10,378,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 21,597,000 2029 to 2041 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 The effective tax rate of the Company’s provision (benefit) for income taxes as of December 31, 2022, and 2021 differed from the federal statutory rate as follows: Schedule of effective income tax rate reconciliation 2022 2021 Statutory Rate 21.00 % 21.00 % State Tax 6.98 % 6.98 % Permanent Differences (0.57 )% - Changes in VA (28.06 )% -16.87 % True-ups 0.65 % -11.11 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. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 15. LOSS PER SHARE In accordance with ASC 260, Earnings Per Share 10,736,066 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. 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 an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss 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 additional information becomes available. Significant judgment is required to determine both the likelihood of there being, and the estimated amount of a loss related to such matters. Gordon v. Digital Power Corporation On or about November 21, 2019, the plaintiff-William Gordon, filed a complaint against defendant, DPC, alleging wrongful termination and disability discrimination. The arbitration was conducted during October 2022. Aside from the opening and responding trial briefs, the arbitrator requested additional briefing on two subjects, undisclosed principal liability, and disclosed principal liability, both of which were submitted. In February 2023 the arbitrator entered an interim award against us and in favor of Mr. Gordon in the amount of $428,602 inclusive of interest. The award was based on Mr. Gordon’s employment agreement with DPC, and Mr. Gordon’s promissory note with Coolisys. Mr. Gordon was deemed the prevailing party and will be entitled to bring a motion for attorney’s fees in addition to the interim awarded amount. The Company had accrued liabilities of $ 0.7 0.1 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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | 17. STOCKHOLDERS’ DEFICIT Common Stock The holders of the Company’s Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Company’s board of directors. Holders of Common Stock are also entitled to share ratably in all of the Company’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the Company’s affairs. 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. As part of the Acquisition, the Company acquired a convertible note from Ault Lending, in the principal amount of $102,000. The convertible note accrued interest at 10% per annum, is due on December 15, 2023. The principal, together with any accrued but unpaid interest on the amount of principal, was convertible into shares of Common Stock at Ault Lending’s option at a conversion price of $0.01 per share. On October 12, 2022, Ault Lending converted the principal and accrued interest on the note in the aggregate amount of $109,901, into 10,990,142 shares of 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” |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS The Company’s Chief Executive Officer loaned to the Company $ 26,000 April 10, 2023 14% In January 2023, the $ 14,000 On December 9, 2022, the Company’s Chief Executive Officer, Amos Kohn loaned the Company $ 25,000 March 9, 2023 14% |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation. |
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, asset retirement obligations 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. The Company recognizes revenue primarily from four different types of contracts: · Product sales and installation - The Company generates revenues from the sale of its products through a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services are distinct and accounted for as separate performance obligations. For sales, the Company’s performance obligations to deliver products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over the goods. The installation service on these types of contracts is usually completed within six to twelve weeks. · The Company recognizes installation service revenue over time using the cost-to-cost measure of progress, which measures an installation obligation’s progress toward completion based on the ratio of actual contract costs incurred to date to the Company’s estimated costs at completion. Significant judgment may be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company’s project managers, subcontractors and financial professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs. The Company also provides standard assurance warranties on product functionality, which are not separately priced or considered material. 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. · Network fees - Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is deferred and recognized on a straight-line basis over the contract term for annual contracts. Network agreements can also be billed per charging session in accordance with a contractual relationship between the Company and the owner of the station and, as a result, revenue is recognized when a particular charging session is complete. · Charging service revenue - company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed. 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. |
Sales Tax Collected From Customers | Sales Tax Collected From Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in revenue as the related revenue recognition criteria are met. |
Asset Retirement Obligations | Asset Retirement Obligations The Company has determined that it is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized in our consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result, the Company’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values. Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. |
Cash and Cash Equivalents | Cash and Cash 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 December 31, 2022 and December 31, 2021, the Company had cash of $ 95,000 112,000 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts 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, 2022 and December 31, 2021, of the collectability of invoices, an allowance for doubtful accounts was not recorded against the Company’s accounts receivable. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases |
Inventory | Inventory Inventories, inclusive of raw materials and finished goods, 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 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. When property and equipment is retired or otherwise disposed of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results of operations for the respective period. 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. |
Litigation | Litigation The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. |
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 . no |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment at least annually or when changes in circumstances indicate a possibility of 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. During the years ended December 31, 2022 and 2021, the Company recognized 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 |
Receivables and Concentration of Credit Risk | Receivables and 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. |
Recent Accounting Pronouncements not yet Adopted | Recent Accounting Pronouncements not yet Adopted In October 2021, the Financial Accounting 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 In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses, which requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The guidance is effective for fiscal years beginning after December 15, 2019. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), which pushes back the effective date for public business entities that are smaller reporting companies, as defined by the SEC, to fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its consolidated financial statements. The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues For the Year Ended December 31, 2022 2021 Primary Geographical Markets North America $ 4,514,000 $ 4,684,000 Europe 115,000 359,000 Other 893,000 303,000 Total Revenue $ 5,522,000 $ 5,346,000 Major Goods Power supply units $ 5,214,000 $ 5,328,000 EV chargers 308,000 18,000 Total Revenue $ 5,522,000 $ 5,346,000 Timing of Revenue Recognition Revenue recognized over time $ 22,000 $ - Goods transferred at a point in time 5,500,000 5,346,000 Total Revenue $ 5,522,000 $ 5,346,000 |
Schedule of related party sales | Schedule of related party sales For the Year Ended December 31, 2022 2021 Related Party Subsidiaries of Ault $ 26,000 $ 23,000 Entities Ault holds an investment interest in 1,000 - Total Revenue $ 27,000 $ 23,000 |
Schedule of concentration | Schedule of concentration For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 935,000 17 % $ 933,000 17 % Customer B $ - - % $ 628,000 12 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2022 December 31, 2021 Machinery and equipment $ 667,000 $ 680,000 Computers - 483,000 Leasehold improvements, furniture and equipment 207,000 249,000 EV chargers 115,000 - Property and equipment, gross 989,000 1,412,000 Less: accumulated depreciation and amortization (663,000 ) (1,301,000 ) Property and equipment, net $ 326,000 $ 111,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, 2022 December 31, 2021 Finished products $ 1,807,000 $ 594,000 Raw materials, parts and supplies 788,000 652,000 Total inventories $ 2,595,000 $ 1,246,000 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | Schedule of asset retirement obligations December 31, 2022 Beginning balance $ - Liabilities incurred 3,000 Accretion expense - Ending balance $ 3,000 |
WARRANTY LIABILITY (Tables)
WARRANTY LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of warranty liability | Schedule of warranty liability December 31, 2022 December 31, 2021 Beginning warranty liability $ 54,000 $ 43,000 Warranty expenses incurred - - Additional liability accrued 5,000 11,000 Total accrued warranty $ 59,000 $ 54,000 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses December 31, 2022 2021 Customer prepayments $ 276,000 $ 259,000 Accrued legal liabilities 681,000 - Dividends payable 639,000 - Other accrued liabilities 120,000 46,000 Accrued payroll and payroll taxes 255,000 214,000 Total other current liabilities $ 1,971,000 $ 519,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Summary of leases by balance sheet category | Summary of leases by balance sheet category December 31, 2022 Operating right-of-use assets $ 1,661,000 Operating lease liability – current 561,000 Operating lease liability – non-current 1,250,000 |
Schedule of lease cost | Schedule of lease cost Year Ended Operating lease cost $ 648,000 Short-term lease cost - Variable lease cost - |
Summary of other information related to leases | Summary of other information related to leases December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: - Operating cash flows related to operating leases $ 517,000 Right-of-use assets obtained in exchange for new operating lease liabilities 1,905,000 Weighted-average remaining lease term – operating leases 2.9 Weighted-average discount rate – operating leases 8 % |
Schedule of non cancellable operating leases | Schedule of non cancellable operating leases 2023 $ 682,000 2024 693,000 2025 609,000 2026 51,000 2027 - Total lease payments 2,035,000 Less interest (224,000 ) Present value of lease liabilities $ 1,811,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable | |
Schedule of Convertible notes payable | Schedule of Convertible notes payable Conversion Interest Due date December December Opportunity fund convertible notes payable $ 0.005 10 January 14, 2024 $ 45,000 $ - Total convertible notes payable $ 45,000 $ - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before provision for income tax | Schedule of loss before provision for income tax 2022 2021 Pre-tax loss U.S. Federal $ (4,219,000 ) $ (1,827,000 ) Foreign - - Total $ (4,219,000 ) $ (1,827,000 ) |
Schedule of federal and state income tax (provision) benefit | Schedule of federal and state income tax (provision) benefit 2022 2021 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 $ - $ - |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2022 2021 Deferred tax asset: Net operating loss $ 6,037,000 $ 5,302,000 Intangible asset basis 132,000 146,000 Deferred rent liability 507,000 - Inventory adjustments 148,000 - 174 R&D capitalization 144,000 - Asset retirement obligation 1,000 - Settlement liability 161,000 74,000 Accrued warranty 12,000 12,000 Total deferred tax asset 7,142,000 5,534,000 Deferred tax liability: ROU assets (465,000 ) (68,000 ) Fixed asset basis (65,000 ) (15,000 ) Total deferred income tax liabilities (530,000 ) (83,000 ) Net deferred income tax assets 6,591,000 5,451,000 Valuation allowance (6,612,000 ) (5,451,000 ) Deferred tax asset (liability), net $ ( - ) $ ( - ) |
Schedule of net operating losses and tax credit carryforwards | Schedule of net operating losses and tax credit carryforwards 2022 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 10,378,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 21,597,000 2029 to 2041 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 |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2022 2021 Statutory Rate 21.00 % 21.00 % State Tax 6.98 % 6.98 % Permanent Differences (0.57 )% - Changes in VA (28.06 )% -16.87 % True-ups 0.65 % -11.11 Total 0.00 % 0.00 % |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 20, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity incorporation, date of incorporation | Apr. 05, 2005 | ||
Aggregate shares | 25,000 | 25,000 | |
TOGI [Member] | |||
Conversion of shares | 1,000 | ||
TOGI [Member] | Preferred Stock [Member] | |||
Conversion of shares | 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 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 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] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash | $ 95,000 | $ 112,000 |
Uncertain tax positions | 0 | 0 |
Impairment of long-lived asset | $ 0 | $ 0 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 5,522,000 | $ 5,346,000 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 22,000 | |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 5,500,000 | 5,346,000 |
Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 5,214,000 | |
Supplies [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 5,328,000 | |
E V Chargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 308,000 | 18,000 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 4,514,000 | 4,684,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 115,000 | $ 359,000 |
REVENUE DISAGGREGATION (Detai_2
REVENUE DISAGGREGATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | $ 27,000 | $ 23,000 |
Subsidiaries Of Ault [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | 26,000 | 23,000 |
Entities Ault Holds Sn Investment Interest In [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | $ 1,000 |
REVENUE DISAGGREGATION (Detai_3
REVENUE DISAGGREGATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 5,522,000 | $ 5,346,000 |
Customer A [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 935,000 | $ 933,000 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 17% | 17% |
Customer B [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 0 | $ 628,000 |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | (0.00%) | 12% |
TRADE RECEIVABLES (Details Narr
TRADE RECEIVABLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Credit Loss [Abstract] | ||
Related party receivables | $ 25,000 | $ 4,000 |
Trade receivables description | As of December 31, 2022, receivables from five customers made up 64% of the Company’s receivables. As of 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 December 31, 2022 concentration. | |
Allowances for doubtful accounts | $ 0 | $ 0 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 989,000 | $ 1,412,000 |
Less: accumulated depreciation and amortization | (663,000) | (1,301,000) |
Property and equipment, net | 326,000 | 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 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 207,000 | 249,000 |
E V Chargers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 115,000 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 51,000 | $ 25,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 1,807,000 | $ 594,000 |
Raw materials, parts and supplies | 788,000 | 652,000 |
Total inventories | $ 2,595,000 | $ 1,246,000 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Asset Retirement Obligation Disclosure [Abstract] | |
Beginning balance | |
Liabilities incurred | 3,000 |
Accretion expense | |
Ending balance | $ 3,000 |
WARRANTY LIABILITY (Details)
WARRANTY LIABILITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Guarantees and Product Warranties [Abstract] | ||
Beginning warranty liability | $ 54,000 | $ 43,000 |
Warranty expenses incurred | ||
Additional liability accrued | 5,000 | 11,000 |
Total accrued warranty | $ 59,000 | $ 54,000 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Customer prepayments | $ 276,000 | $ 259,000 |
Accrued legal liabilities | 681,000 | |
Dividends payable | 639,000 | |
Other accrued liabilities | 120,000 | 46,000 |
Accrued payroll and payroll taxes | 255,000 | 214,000 |
Total other current liabilities | $ 1,971,000 | $ 519,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating right-of-use assets | $ 1,661,000 | $ 244,000 |
Operating lease liability – current | 561,000 | $ 73,000 |
Operating lease liability – non-current | $ 1,250,000 |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases | |
Operating lease cost | $ 648,000 |
Short-term lease cost | |
Variable lease cost |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows related to operating leases | 517,000 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,905,000 | |
Weighted-average remaining lease term - operating leases | 2 years 10 months 24 days | |
Weighted-average discount rate - operating leases | 8% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 682,000 |
2024 | 693,000 |
2025 | 609,000 |
2026 | 51,000 |
2027 | |
Total lease payments | 2,035,000 |
Less interest | (224,000) |
Present value of lease liabilities | $ 1,811,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Allocation of general corporate expenses | $ 4,014,000 | $ 2,097,000 | |
Related party receivables | 25,000 | 4,000 | |
Proceeds from related party debt | 52,000 | ||
Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Advances | $ 25,000 | 52,000 | 52,000 |
Maturity date | Mar. 09, 2023 | ||
Interest rate | 14% | ||
Proceeds from related party debt | 14,000 | ||
Non Officer Employee [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from related party debt | 13,000 | ||
Parent Company [Member] | |||
Related Party Transaction [Line Items] | |||
Contributions From Parent | 2,900,000 | 4,200,000 | |
Ault [Member] | |||
Related Party Transaction [Line Items] | |||
Allocation of general corporate expenses | 670,000 | 330,000 | |
Sales to Related Party | $ 27,000 | $ 23,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total convertible notes payable | $ 45,000 | |
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 | |
Total convertible notes payable | $ 45,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - Convertible Promissory Note [Member] - USD ($) | 12 Months Ended | ||
Feb. 03, 2021 | Jan. 14, 2021 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Proceeds from Convertible Debt | $ 25,000 | $ 20,000 | |
Long-Term Debt | $ 75,000 | ||
Interest rate | 10% | ||
Maturity Date | Jan. 14, 2024 | ||
Accrued interest | $ 9,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax | $ (4,219,000) | $ (1,827,000) |
U S Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax | (4,219,000) | (1,827,000) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total current provision | ||
Deferred | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total deferred provision (benefit) | ||
Total provision (benefit) for income taxes |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Net operating loss | $ 6,037,000 | $ 5,302,000 |
Intangible asset basis | 132,000 | 146,000 |
Deferred rent liability | 507,000 | |
Inventory adjustments | 148,000 | |
174 R&D capitalization | 144,000 | |
Asset retirement obligation | 1,000 | |
Settlement liability | 161,000 | 74,000 |
Accrued warranty | 12,000 | 12,000 |
Total deferred tax asset | 7,142,000 | 5,534,000 |
Deferred tax liability: | ||
ROU assets | (465,000) | (68,000) |
Fixed asset basis | (65,000) | (15,000) |
Total deferred income tax liabilities | (530,000) | (83,000) |
Net deferred income tax assets | 6,591,000 | 5,451,000 |
Valuation allowance | (6,612,000) | (5,451,000) |
Deferred tax asset (liability), net |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses, federal post amount | $ 10,378,000 | $ 7,860,000 |
Net operating losses, federal post expiration years | Do Not Expire | Do Not Expire |
Net operating losses, federal pre amount | $ 11,185,000 | $ 11,185,000 |
Net operating losses, federal pre expiration years | 2022 to 2037 | 2022 to 2037 |
Net operating losses, state amount | $ 21,597,000 | $ 18,653,000 |
Net operating losses, state expiration years | 2029 to 2041 | 2029 to 2041 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory Rate | 21% | 21% |
State Tax | 6.98% | 6.98% |
Permanent Differences | (0.57%) | (0.00%) |
Changes in VA | (28.06%) | (16.87%) |
True-ups | 0.65% | (11.11%) |
Total | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 1,161,000 | $ 308,000 |
LOSS PER SHARE (Details Narrati
LOSS PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Potential dilutive shares | 10,736,066 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued legal fees | $ 700,000 | $ 100,000 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Convertible note description | Company acquired a convertible note from Ault Lending, in the principal amount of $102,000. The convertible note accrued interest at 10% per annum, is due on December 15, 2023. The principal, together with any accrued but unpaid interest on the amount of principal, was convertible into shares of Common Stock at Ault Lending’s option at a conversion price of $0.01 per share. On October 12, 2022, Ault Lending converted the principal and accrued interest on the note in the aggregate amount of $109,901, into 10,990,142 shares of Common Stock. | |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 25,000 | |
Preferred stock, shares outstanding | 25,000 | |
Preferred stock, stated value | $ 1,000 | |
Preferred stock, aggregate value | $ 25,000,000 | |
Dividend rate | 8% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 09, 2022 | Jan. 31, 2023 | |
Officer [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 25,000 | |
Maturity Date | Mar. 09, 2023 | |
Interest rate | 14% | |
Subsequent Event [Member] | Chief Executive Officer [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 26,000 | |
Maturity Date | Apr. 10, 2023 | |
Interest rate | 14% | |
Subsequent Event [Member] | President [Member] | ||
Subsequent Event [Line Items] | ||
Repayment of related party debt | $ 14,000 |