Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | May 13, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Ascent Solar Technologies, Inc. | ||
Entity Central Index Key | 0001350102 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | No | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Common Stock, Shares Outstanding | 18,345,583,473 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Entity File Number | 001-32919 | ||
Entity Interactive Data Current | No | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-3672603 | ||
Entity Address, Address Line One | 12300 Grant Street | ||
Entity Address, City or Town | Thornton | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80241 | ||
City Area Code | 720 | ||
Local Phone Number | 872-5000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 523,000 | ||
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 167,725 | |
Trade receivables, net of allowance of $45,883 and $46,023, respectively | 5,539 | $ 0 |
Inventories | 534,431 | 533,892 |
Prepaid and other current assets | 71,575 | 51,598 |
Total current assets | 779,270 | 585,490 |
Property, Plant and Equipment: | 24,867,176 | 32,911,969 |
Accumulated depreciation | (24,848,408) | (28,677,350) |
Net property, plant and equipment | 18,768 | 4,234,619 |
Other Assets: | ||
Operating lease right-of-use assets, net | 5,633,663 | |
Patents, net of accumulated amortization of $467,102 and $421,181, respectively | 439,836 | 813,397 |
Other non-current assets | 500,000 | |
Total other assets | 6,573,499 | 813,397 |
Total Assets | 7,371,537 | 5,633,506 |
Current Liabilities: | ||
Accounts payable | 736,986 | 1,663,316 |
Related party payables | 135,834 | 460,173 |
Accrued expenses | 1,518,212 | 1,624,564 |
Accrued interest | 438,063 | 2,107,401 |
Notes payable | 250,000 | 1,506,530 |
Current portion of long-term debt | 6,075,307 | |
Current portion of operating lease liability | 575,404 | |
Secured promissory notes, net | 6,335,655 | |
Promissory notes, net | 193,200 | 1,092,771 |
Convertible notes, net | 2,129,016 | |
Embedded derivative liability | 5,303,984 | 7,717,150 |
Total current liabilities | 9,151,683 | 30,711,883 |
Long-Term Liabilities: | ||
Non-current operating lease liabilities | 5,179,229 | |
Non-current secured promissory notes, net | 5,405,637 | |
Non-current convertible notes, net | 7,813,048 | |
Accrued warranty liability | 14,143 | 28,404 |
Total liabilities | 27,563,740 | 30,740,287 |
Stockholders’ Deficit: | ||
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($752,765 and $703,863 Liquidation Preference, respectively) | 5 | 5 |
Common stock, $0.0001 par value, 20,000,000,000 authorized; 18,102,583,473 and 4,759,161,650 shares issued and outstanding, respectively | 1,810,258 | 475,917 |
Additional paid in capital | 399,780,319 | 397,817,526 |
Accumulated Deficit | (421,782,785) | (423,400,229) |
Total stockholders’ deficit | (20,192,203) | (25,106,781) |
Total Liabilities and Stockholders’ Deficit | $ 7,371,537 | $ 5,633,506 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 45,883 | $ 46,023 |
Patents, amortization | $ 467,102 | $ 421,181 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 20,000,000,000 | 20,000,000,000 |
Common stock, shares issued (in shares) | 18,102,583,473 | 4,759,161,650 |
Common stock, shares outstanding (in shares) | 18,102,583,473 | 4,759,161,650 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares issued (in shares) | 48,100 | 48,100 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Preferred stock, liquidation preference | $ 752,765 | $ 703,863 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues | $ 66,613 | $ 638,380 |
Costs and Expenses | ||
Costs of revenue | 174,588 | 490,755 |
Research, development and manufacturing operations | 1,165,193 | 1,310,948 |
Selling, general and administrative | 1,029,720 | 1,846,944 |
Depreciation and amortization | 151,658 | 242,781 |
Total Costs and Expenses | 2,521,159 | 3,891,428 |
Loss from Operations | (2,454,546) | (3,253,048) |
Other Income/(Expense) | ||
Other income/(expense), net | 3,002,170 | 842,500 |
Interest expense | (3,507,533) | (8,850,002) |
Change in fair value of derivatives and loss on extinguishment of liabilities, net | 4,577,353 | 6,392,289 |
Total Other Income/(Expense) | 4,071,990 | (1,615,213) |
Net Income/(Loss) | $ 1,617,444 | $ (4,868,261) |
Weighted Average Common Shares Outstanding (Basic) | 6,855,179,243 | 1,537,643,750 |
Weighted Average Common Shares Outstanding (Diluted) | 18,409,048,919 | 1,537,643,750 |
Products | ||
Total Revenues | $ 66,613 | $ 638,380 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | BayBridge Promissory Notes | Bellridge Convertible Note | Global Ichiban Convertible Note | GS Capital Convertible Note | Power Up Convertible Note | St. George Convertible Note | Preferred StockSeries A Preferred Stock | Preferred StockSeries A1 Preferred Stock | Common Stock | Common StockBayBridge Promissory Notes | Common StockBellridge Convertible Note | Common StockGlobal Ichiban Convertible Note | Common StockGS Capital Convertible Note | Common StockPower Up Convertible Note | Common StockSt. George Convertible Note | Additional Paid-In Capital | Additional Paid-In CapitalBayBridge Promissory Notes | Additional Paid-In CapitalBellridge Convertible Note | Additional Paid-In CapitalGlobal Ichiban Convertible Note | Additional Paid-In CapitalGS Capital Convertible Note | Additional Paid-In CapitalPower Up Convertible Note | Additional Paid-In CapitalSt. George Convertible Note | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ (22,635,896) | $ 6 | $ 6,354 | $ 395,889,712 | $ (418,531,968) | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 60,756 | 63,537,885 | ||||||||||||||||||||||
Interest Expense paid with Common Stock | 117,254 | $ 18,766 | 98,488 | |||||||||||||||||||||
Interest expense paid with common stock (in shares) | 187,649,473 | |||||||||||||||||||||||
Stock issued for fees | 79,865 | $ 39,934 | 39,931 | |||||||||||||||||||||
Stock issued for fees (in shares) | 399,336,751 | |||||||||||||||||||||||
Stock based compensation | 20,750 | 20,750 | ||||||||||||||||||||||
Loss on Extinguishment of Liabilities | 878,788 | 878,788 | ||||||||||||||||||||||
Conversion of shares | $ 281,900 | $ 243,000 | $ 115,000 | $ 84,069 | $ 267,680 | $ 309,070 | $ (1) | $ 95,969 | $ 98,360 | $ 960 | $ 44,116 | $ 57,223 | $ 114,236 | 1 | $ 185,931 | $ 144,640 | $ 114,040 | $ 39,953 | $ 210,457 | $ 194,834 | ||||
Conversion of shares (in shares) | (12,656) | 1 | 959,692,046 | 983,601,030 | 9,595,327 | 441,155,770 | 572,231,537 | 1,142,361,830 | ||||||||||||||||
Net Income (Loss) | (4,868,261) | (4,868,261) | ||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | (25,106,781) | $ 5 | $ 475,918 | 397,817,525 | (423,400,229) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 48,100 | 4,759,161,650 | ||||||||||||||||||||||
Interest Expense paid with Common Stock | 2,132 | $ 2,132 | ||||||||||||||||||||||
Interest expense paid with common stock (in shares) | 21,328,800 | |||||||||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock | 1,300,000 | 1,300,000 | ||||||||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock (in shares) | 1,300 | |||||||||||||||||||||||
Loss on Extinguishment of Liabilities | 150,000 | 150,000 | ||||||||||||||||||||||
Conversion of shares | 1,200,000 | $ 45,000 | $ 600,002 | $ 1,200,000 | $ 45,000 | $ 87,208 | $ 512,794 | |||||||||||||||||
Conversion of shares (in shares) | 12,000,000,000 | 450,000,000 | 872,093,023 | |||||||||||||||||||||
Net Income (Loss) | 1,617,444 | 1,617,444 | ||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ (20,192,203) | $ 5 | $ 1,810,258 | $ 399,780,319 | $ (421,782,785) | |||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 48,100 | 1,300 | 18,102,583,473 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | ||
Net income/(loss) | $ 1,617,444 | $ (4,868,261) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 151,658 | 242,780 |
Operating lease asset amortization | 185,827 | |
Stock based compensation | 20,750 | |
Realized (gain) on sale and foreclosure of assets | (2,987,170) | (842,500) |
Amortization of deferred financing costs | 4,525 | 24,639 |
Non-cash interest expense | 820,035 | 2,579,674 |
Amortization of debt discount | 1,381,685 | 4,735,907 |
Bad debt expense | (141) | 359 |
Warranty reserve | (14,261) | (710) |
Change in fair value of derivatives and (gain) on extinguishment of liabilities, net | (4,577,353) | (6,392,289) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,398) | 164,801 |
Inventories | (539) | 126,899 |
Prepaid expenses and other current assets | (524,502) | 114,493 |
Accounts payable | (321,576) | (288,945) |
Related party payable | (174,339) | 189,433 |
Operating lease liabilities | (64,856) | |
Accrued interest | 1,229,359 | 1,415,423 |
Accrued expenses | 398,464 | 62,129 |
Net cash (used in) operating activities | (2,881,138) | (2,715,418) |
Investing Activities: | ||
Purchase of property, plant and equipment | (6,393) | |
Proceeds on sale of assets | 254,600 | 842,500 |
Patent activity costs | (156) | (8,616) |
Net cash provided by (used in) investing activities | 254,444 | 827,491 |
Financing Activities: | ||
Proceeds from debt issuance | 443,200 | 1,887,268 |
Repayment of debt | (145,000) | (10,000) |
Proceeds from issuance of stock | 2,500,000 | |
Payment of debt financing costs | (7,500) | |
Net cash provided by (used in) financing activities | 2,798,200 | 1,869,768 |
Net change in cash and cash equivalents | 171,506 | (18,159) |
Cash and cash equivalents at beginning of period | 18,159 | |
Cash and cash equivalents at end of period | 171,506 | |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 2,698 | |
Non-Cash Transactions: | ||
Non-cash conversions of preferred stock and convertible notes to equity | 647,132 | 1,417,976 |
Non-cash financing costs | 10,800 | |
Operating lease assets obtained in exchange for operating lease liabilities | (5,819,489) | |
Non-cash mortgage derecognition | (6,443,897) | |
Non-cash property foreclosure | 6,443,897 | |
Interest converted to principal | 171,152 | |
Common shares issued for fees | 49,622 | |
Initial embedded derivative liabilities | (447,903) | 4,507,381 |
Promissory notes exchanged for convertible notes | $ 650,000 | $ 850,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION Ascent Solar Technologies, Inc. (“Ascent”) was incorporated on October 18, 2005 from the separation by ITN Energy Systems, Inc. (“ITN”) of its Advanced Photovoltaic Division and all of that division’s key personnel and core technologies. ITN, a private company incorporated in 1994, is an incubator dedicated to the development of thin film, photovoltaic (“PV”), battery, fuel cell and nano technologies. Through its work on research and development contracts for private and governmental entities, ITN developed proprietary processing and manufacturing know how applicable to PV products generally, and to Copper-Indium-Gallium-diSelenide (“CIGS”) PV products in particular. ITN formed Ascent to commercialize its investment in CIGS PV technologies. In January 2006, in exchange for 102,800 shares of common stock of Ascent, ITN assigned to Ascent certain CIGS PV technologies and trade secrets and granted to Ascent a perpetual, exclusive, royalty free worldwide license to use, in connection with the manufacture, development, marketing and commercialization of CIGS PV to produce solar power, certain of ITN’s existing and future proprietary and control technologies that, although non-specific to CIGS PV, Ascent believes will be useful in its production of PV modules for its target markets. Upon receipt of the necessary government approvals and pursuant to novation in early 2007, ITN assigned government funded research and development contracts to Ascent and also transferred the key personnel working on the contracts to Ascent. Currently, the Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION The accompanying consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of December 31, 2020 and December 31, 2019 , and the results of operations for the years ended December 31, 2020 and 2019. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. Foreign Currencies: Bank account balances held in foreign currencies are translated to U.S. dollars utilizing the period end exchange rate. Gains or losses incurred in connection with the Company’s accounts held in foreign currency were not material for the years ended December 31, 2020 and 2019 and were recorded in “Other Income/(Expense)” in the Consolidated Statements of Operations. Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis. Account balances are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. As of December 31, 2020, and December 31, 2019, the Company had an allowance for doubtful accounts of $45,883 and $46,023 respectively Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2020, and 2019, the Company had inventory reserve balances of $598,392 and $584,269 respectively. In response to management's estimate of current market conditions, the Company has reserved all of its finished goods inventory as of December 31, 2020. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2020, and 2019, the Company had $439,836 and $813,397 of net patent costs, respectively. Of these amounts $103,740 and $149,660 represent costs net of amortization incurred for awarded patents, and the remaining $663,892 and $663,736 represents costs incurred for patent applications to be filed as of December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, the Company capitalized $156 and $8,616 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $45,920 and $57,649 for the years ended December 31, 2020 and 2019, respectively As of December 31, 2020, future amortization of patents is expected as follows: 2021 $ 37,429 2022 33,924 2023 25,154 2024 7,233 2025 - $ 103,740 Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2020 and 2019, the Company did not incur impairments of its manufacturing facilities and equipment Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the balance sheet. Interest Capitalization : Historically the Company has capitalized interest cost as part of the cost of acquiring or constructing certain assets during the period of time required to get the asset ready for its intended use. The Company capitalized interest to the extent that expenditures to acquire or construct an asset have occurred and interest cost has been incurred. Convertible Notes : The Company issues, from time to time, convertible notes. Refer to Notes 10 and 12 for further information. Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 13 and 19 for further discussion on the classification of each instrument. Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 Refer to Notes 10, 12, and 13 for further discussion on the embedded derivatives of each instrument. Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. Warrant Liability: Warrants to purchase the Company's common stock with nonstandard anti-dilution provisions, regardless of the probability or likelihood that may conditionally obligate the issuer to ultimately transfer assets, are classified as liabilities and are recorded at their estimated fair value at each reporting period. Any change in fair value of these warrants is recorded at each reporting period in Other income/(expense) on the Company's statement of operations. Revenue Recognition: Product revenue. We recognize revenue for module and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. During the years ended December 31, 2020 and 2019, the company recognized product revenue of $66,613 and $638,380, respectively. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized for the years ended December 31, 2020 and 2019. Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Consolidated Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $1,165,193 and $1,310,948 for the years ended December 31, 2020 and 2019, respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold Marketing and Advertising Costs: The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $3,559 and $2,465 for the years ended December 31, 2020 and 2019, respectively Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. For purposes of determining estimated fair value of share-based payment awards on the date of grant the Company uses the Black-Scholes option-pricing model (“Black-Scholes Model”) for option awards. The Black-Scholes Model requires the input of highly subjective assumptions. Because the Company’s employee stock options may have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which result in changes to these assumptions and methodologies, which could materially impact the Company’s fair value determination. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. The accounting guidance for share-based compensation may be subject to further interpretation and refinement over time. There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that use different models, methods and assumptions. If factors change and the Company employs different assumptions in the accounting for share-based compensation in future periods, or if the Company decides to use a different valuation model, the compensation expense the Company records in the future may differ significantly from the amount recorded in the current period and could materially affect its loss from operations, net loss and net loss per share. Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2017-2020) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income Diluted earnings per share has been computed using the weighted average number of common shares and common share equivalents outstanding (which consist of options and convertible debt to the extent they are dilutive). There were approximately 19.5 billion dilutive common shares for the year ended December 31, 2020, and approximately 44.8 billion shares were omitted for the year ended December 31, 2019 because they were anti-dilutive. Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 6. Property, Plant and Equipment, Note 10. Secured Promissory Notes, and Note 12. Convertible Notes. The carrying amount of our long-term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings. The carrying value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
LIQUIDITY, CONTINUED OPERATIONS
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity And Continued Operations [Abstract] | |
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN During the years ended December 31, 2020 and 2019, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 9, 10, 11, 12, 21. The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the year ended December 31, 2020 the Company used $2,881,138 in cash for operations. As of December 31, 2020, the Company had $13,494,160 in net debt, and $872,820 in payables. Also as of December 31, 2020, the Company owed $438,063 in interest. Additional projected product revenues are not anticipated to result in a positive cash flow position for the year 2021 overall and, as of December 31, 2020, the Company has a working capital deficit of $8,372,413 million. As such, cash liquidity sufficient for the year ending December 31, 2021 will require additional financing. The Company continues to accelerate sales and marketing efforts related to its consumer and military solar products and specialty PV application strategies through expansion of its sales and distribution channels. The Company has begun activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
TRADE RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
TRADE RECEIVABLES | NOTE 5. TRADE RECEIVABLES Trade receivables, net consist of amounts generated from product sales and government contracts. Accounts receivable totaled $5,539 and $0 as of December 31, 2020 and 2019, respectively. Provisional Indirect Cost Rates - The Company bills the government under cost-based research and development contracts at provisional billing rates which permit the recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit may result in the negotiation and determination of the final indirect cost rates. In the opinion of management, re-determination of any cost-based contracts will not have a material effect on the Company’s financial position or results of operations. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6. PROPERTY, PLANT AND EQUIPMENT The following table summarizes property, plant and equipment as of December 31, 2020 and December 31, 2019: As of December 31, 2020 2019 Building $ - $ 5,828,960 Furniture, fixtures, computer hardware and computer software 489,421 489,421 Manufacturing machinery and equipment 24,377,755 26,593,588 Depreciable property, plant and equipment 24,867,176 32,911,969 Less: Accumulated depreciation and amortization (24,848,408 ) (28,677,350 ) Net property, plant and equipment $ 18,768 $ 4,234,619 The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Depreciation expense for the years ended December 31, 2020 and 2019 was $105,738 and $185,132, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the Consolidated Statements of Operations. On July 29, 2020 the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid. On September 21, 2020, the Company entered into a lease agreement with 12300 Grant LLC (“Landlord”), an affiliated company of the Mortgage Holder, for approximately 100,000 rentable square feet of the Building (the “Lease”). The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent shall adjust to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. At December 31, 2020, the Company recorded an operating lease asset and liability totaling $5,633,663 and $5,754,633, respectively. During the year ended December 31, 2020, the Company recorded operating lease costs included in rent expense totaling $287,103. Future maturities of the operating lease liability are as follows: 2021 $ 960,000 2022 988,800 2023 1,018,464 2024 1,049,018 2025 1,080,488 Thereafter 2,259,192 Total lease payments $ 7,355,962 Less amounts representing interest (1,601,329 ) Present value of lease liability $ 5,754,633 The remaining lease term and discount rate of the operating lease is 84.5 months and 7.0% respectively. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 7. INVENTORIES Inventories consisted of the following at December 31, 2020 and December 31, 2019: As of December 31, 2020 2019 Raw materials $ 525,626 $ 503,832 Work in process — 30,060 Finished goods 8,805 - Total $ 534,431 $ 533,892 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8. NOTES PAYABLE Between February, 2017 and June 2018, the Company entered into two agreements with a vendor (“Vendor 1”) to convert the balance of their account into four notes payable in the aggregate amount of $1,073,825. The notes bear interest of 6% per annum and matured on February 24, 2018 and July 31, 2018, respectively, but remained unpaid as of December 31, 2019. At December 31, 2019, the aggregate principal and accrued interest balances were $1,073,825 and $162,205, respectively. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement A”) with Vendor 1 and paid $120,000 on September 23, 2020 as the full and final settlement of all amounts owed between the parties. Following payment, a satisfaction of an existing judgment in favor of such law firm was filed in Adams County, Colorado. The Company booked a gain of approximately $1.1 million relating to Settlement Agreement A. On June 30, 2017, the Company entered into an agreement with another vendor (“Vendor 2”) to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of December 31, 2020, the Company had not made any payments on this note, the accrued interest was $43,836, and the note is due upon demand. To the best of our knowledge, Vendor 2 had not made any attempts to recover any amount owing to them since 2019. On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on December 31, 2019. The Company made principal and interest payments of $32,529 and $897, respectively. At December 31, 2019, the remaining principal and accrued interest balances were $182,705 and $21,933, respectively. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement B”) with the customer and paid $20,000 on September 18, 2020 as the full and final settlement of all amounts owed between the parties. The Company booked a gain of approximately $185,000 relating to Settlement Agreement B. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 9. DEBT On August 2, 2019, Colorado Housing and Finance Authority (“CHFA”) entered into an agreement to assign the mortgage note to Iliad Research and Trading, L.P., a Utah limited liability partnership ("IRT"). This agreement closed on September 11, 2019, and IRT paid a total of $5,885,148 to CHFA to assume the note. The payment amount consisted of $5,405,666 of principal and $479,482 of interest and fees. Interest was accrued on the note at the default interest rate of 10.5%. At December 31, 2019, the remaining principal and accrued interest balances were $5,885,148 and $190,158, respectively. On July 29, 2020, the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by IRT and sold at public auction. The successful bidder for the Building was IRT, at the price of $7.193 million. As a result, the Company’s obligations to IRT and all of the Company’s outstanding real property taxes on the Building were considered fully repaid. The Company booked a gain of approximately $3 million on sale of the property. |
SECURED PROMISSORY NOTE
SECURED PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SECURED PROMISSORY NOTE | NOTE 10. SECURED PROMISSORY NOTE The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George BD 1 Total Secured Notes Principal Balance at December 31, 2018 $ 4,956,745 $ 1,315,000 $ — $ 6,271,745 New notes — 845,000 — 845,000 Note conversions (115,000 ) — — (115,000 ) Interest converted to principal 171,152 — — 171,152 Secured Notes Principal Balance at December 31, 2019 5,012,897 2,160,000 — 7,172,897 Less: remaining discount (765,576 ) (71,666 ) — (837,242 ) Secured Notes, net of discount, at December 31, 2019 4,247,321 2,088,334 — 6,335,655 New notes 6,400,000 — — 6,400,000 Note conversions (600,000 ) — — (600,000 ) Note Assignments — (2,160,000 ) 2,160,000 (2,160,000 ) Notes Exchanged (5,012,897 ) — (2,160,000 ) (5,012,897 ) Secured Notes Principal Balance at December 31, 2020 5,800,000 — — 5,800,000 Less: remaining discount (394,363 ) — — (394,363 ) Secured Notes, net of discount, at December 31, 2020 $ 5,405,637 $ — $ — $ 5,405,637 Global Ichiban Secured Promissory Notes Prior to 2019, the Company had issued secured notes to Global Ichiban Limited (“Global”) that had aggregate remaining principal and accrued interest balances of $4,956,745 and $1,223,611, respectively, as of January 1, 2019. All principal and accrued interest on the notes was redeemable at any time, in whole or in part, at the option of Global. The redemption amount may be paid in cash or converted into shares of common stock at a variable conversion price equal to the lowest of (i) 85% of the average VWAP for the shares over the prior 5 trading days, (ii) the closing bid price for the shares on the prior trading day, or (iii) $2.00 per share, at the option of the Company. The notes may not be converted, and shares of the common stock may not be issued pursuant to the notes, if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 115,000 - 9,595,327 $ 115,000 $ - 9,595,327 Since conversions began in the first quarter of 2018, the interest associated with conversions has been added back into the principal of the notes. The following table summarizes the activity of adding the interest to principal: Period Interest converted to Principal Q1 2019 171,152 $ 171,152 All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 were secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default. On September 9, 2020, the Company entered into a securities exchange agreement (“GI Exchange Agreement”) with Global. Pursuant to the terms of the GI Exchange Agreement, Global agreed to surrender and exchange all of its existing outstanding promissory notes with an aggregate principal balance of $6,313,387 (including accrued interest). In exchange, the Company issued to Global a secured convertible promissory note with a principal amount of $6,400,000 (“GI Exchange Note”). The GI Exchange Note will mature on September 30, 2022. Principal on the GI Exchange Note, if not converted, will be payable in a lump sum on September 30, 2022. The GI Exchange Note will not bear any accrued interest but bears a default interest rate of 18% in the event of a default under the GI Exchange Note. The GI Exchange Note is secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement dated November 30, 2017 (the “Security Agreement”) entered into between the Company and Global. The Company has accounted for the GI Exchange Agreement as a troubled debt restructuring. The future undiscounted cash flow of the new secured convertible promissory note totaling $6,400,000 is more than the carrying value of the original outstanding promissory notes totaling $6,313,387, therefore no gain was recorded and a new effective interest rate has been established based on the carrying value of the original promissory notes and revised cash flow. The difference of $86,613 was recorded as an original issue debt discount and will be charged to interest over the term of the note. On December 9, 2020, Global converted $600,000 into 872,093,023 common shares. At December 31, 2020 the remaining principal balance was $5,800,000. The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. Subsequent to the period of this report, the amounts owed to Global were fully settled. Refer to the Global Ichiban Settlement Agreement St. George Secured Convertible Notes Prior to 2019, the Company had issued secured notes to St. George Investments LLC (“St. George”) that had aggregate remaining principal and accrued interest balances of $1,315,000 and $252,751, respectively, as of January 1, 2019. During 2019, the Company issued $845,000 in notes to St. George with net proceeds of $700,000. The Company recorded aggregate original issue discounts of $140,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note. Beginning six months from the date of issuance, St. George shall have the option to redeem all or a portion of the amounts outstanding under the Company Note. At St. George's option, redemption amounts are payable by the Company in cash or in the form of shares of the common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 60% of the average of the two lowest closing bid prices for the shares over the prior 10-day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 9.99% of the outstanding shares of common stock. The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 9, 2020, all debts with St. George were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | NOTE 11. PROMISSORY NOTES The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 BD 1 SBA Total Promissory Notes Principal Balance at December 31, 2018 $ 494,437 $ 850,000 $ — $ — $ 1,344,437 New principal — 615,000 — — 615,000 Notes exchanged — (850,000 ) — — (850,000 ) Promissory Notes Principal Balance at December 31, 2019 494,437 615,000 — — 1,109,437 Less: remaining discount — (16,666 ) — — (16,666 ) Promissory Notes, net of discount, at December 31, 2019 494,437 598,334 — — 1,092,771 New principal — 35,000 — 193,200 228,200 Notes assigned (494,437 ) (650,000 ) 1,144,437 — — Notes exchanged — — (1,144,437 ) — (1,144,437 ) Promissory Notes Principal Balance at December 31, 2020 — — — 193,200 193,200 Less: remaining discount — — — — — Promissory Notes, net of discount, at December 31, 2020 $ — $ — $ — $ 193,200 $ 193,200 Offering of Unsecured, Non-Convertible Notes to Investor 1 Prior to 2019, the Company had issued a note to a private investor (“Investor 1”), that had remaining principal and accrued interest balances of $494,437 and $136,927, respectively, as of January 1, 2019. The note bears an interest rate of 12%, and principal and interest on this note were payable at maturity. This note was not convertible into equity shares of the Company and was unsecured. On September 11, 2020 the debt with Investor 1 was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Offering of Unsecured, Non-Convertible Notes to Investor 2 Prior to 2019, the Company had issued notes to another private investor (“Investor 2”), that had aggregate remaining principal and accrued interest balances of $850,000 and $61,246, respectively, as of January 1, 2019. During 2019, the Company issued non-convertible, unsecured promissory notes with Investor 2 with an aggregate principal amount of $500,000. The notes were issued with an aggregate original issue discount of $120,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $380,000. The notes bear interest at a rate of 12% and matured between September 11, 2019 and March 9, 2020. All principal and interest was payable upon maturity. During 2020, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $150,000. The promissory note was issued with an original issue discount of $35,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $115,000, which was received in several tranches between September 2019 and November 2019. This note bears interest at 12% per annum and matures on May 1, 2021. All principal and interest is payable upon maturity. On September 11, 2020, the entire debt with Investor 2 was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes SBA PPP On April 17, 2020, the Company obtained a PPP Loan from Vectra Bank Colorado (“Vectra”) in the aggregate amount of $193,200, which was established under the CARES Act, as administered by the Small Business Association (“SBA”). Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the Company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a two-year |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 12. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 12/31/2018 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2019 Less: Discount Balance Net Principal Balance 12/31/2019 October 2016 Notes $ 330,000 $ — $ — $ — $ 330,000 $ — $ 330,000 St. George Notes 1,099,233 (172,500 ) — (309,070 ) 617,663 — 617,663 BayBridge Notes 62,500 — 1,160,000 (281,900 ) 940,600 (408,333 ) 532,267 Bellridge Notes 455,000 510,000 (226,000 ) (243,000 ) 496,000 (382,500 ) 113,500 Power Up Notes 225,000 149,500 — (267,680 ) 106,820 (26,566 ) 80,254 EMA Note 75,000 — (75,000 ) — — — — Widjaja Note — 330,000 — — 330,000 (1 ) 329,999 GS Capital Notes — 178,568 75,000 (84,068 ) 169,500 (44,167 ) 125,333 $ 2,246,733 $ 995,568 $ 934,000 $ (1,185,718 ) $ 2,990,583 $ (861,567 ) $ 2,129,016 Principal Balance 12/31/2019 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2020 Less: Discount Balance Net Principal Balance 12/31/2020 October 2016 Notes $ 330,000 $ — $ (330,000 ) $ — $ — $ — $ — St. George Notes 617,663 — (617,663 ) — — — — BayBridge Notes 940,600 — (940,600 ) — — — — Bellridge Notes 496,000 — (451,000 ) (45,000 ) — — — Power Up Notes 106,820 — (106,820 ) — — — — Widjaja Note 330,000 — (330,000 ) — — — — GS Capital Notes 169,500 — (169,500 ) — — — — Penumbra Note (related party) — 250,000 (250,000 ) — — — — BD 1 Notes (related party) — 10,500,000 — — 10,500,000 (2,936,952 ) 7,563,048 Crowdex Note (related party) — — 250,000 — 250,000 — 250,000 $ 2,990,583 $ 10,750,000 $ (2,945,583 ) $ (45,000 ) $ 10,750,000 $ (2,936,952 ) $ 7,813,048 October 2016 Convertible Notes Prior to 2019, the Company had issued convertible notes to a private investor that had remaining principal and accrued interest balances of $330,000 and $136,927, respectively, as of January 1, 2019. The convertible notes matured on December 31, 2017 and bear an interest rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand. The default interest rate has not been designated by the investor. All principal and accrued interest on the convertible notes is convertible at any time, in whole or in part, at the option of the investor, into shares of common stock at a variable conversion price equal to 80% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. After the six-month anniversary of the issuance of any convertible note, the conversion price for such note shall thereafter be equal to 50% of the lowest closing bid price of the Company’s common stock for the fifteen consecutive trading day period prior to the conversion date. The convertible notes contain standard and customary events of default. The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the October 2016 Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes St. George Convertible Note Prior to 2019, the Company sold and issued a $1,700,000 convertible note to St. George, which had a principal balance of $1,099,233 as of January 1, 2019. This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and a default interest rate has not been designated by St. George. During 2019, $309,070 was converted into 1.1 billion shares of the Company’s common stock. The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 106,750 - 58,503,244 Q2 2019 59,320 - 86,636,364 Q3 2019 89,000 - 457,222,222 Q4 2019 54,000 - 540,000,000 $ 309,070 $ - 1,142,361,830 The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 9, 2020, the St. George Convertible Note was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Baybridge Convertible Note Between September 7, 2018 and August 22, 2019, the Company, entered into several securities exchange agreements with BayBridge Capital Fund LP ("BayBridge). During 2019, the Company entered into several securities exchange agreements with BayBridge Capital Fund LP ("BayBridge). Pursuant to the terms of the exchange agreements, BayBridge agreed to surrender and exchange several outstanding promissory notes with an aggregate principal balance of $829,000, and aggregate accrued interest of $97,000, for convertible notes (“Exchange Notes”) with an aggregate principal amount of $1,160,000 and aggregate original issue discounts of $234,000. The Exchange Notes are unsecured, have no applicable registration rights, bear interest at a rate of 12% per annum, and matured between September 7, 2019 and August 22, 2020. The notes contain standard and customary events of default. The terms of the Exchange Notes included a conversion feature which was the lesser of (i) a price range of $0.0005 to $0.15, or (ii) a range of 65% to 70% of the lowest traded price for the shares over the prior five trading days. During 2019, aggregate principal of $281,900 and interest of $8,407 had been converted into 1 billion shares of common stock and no cash payments of principal or interest were made on these exchange notes. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 90,500 3,278 47,400,806 Q2 2019 88,500 2,079 141,822,223 Q3 2019 86,000 2,261 616,247,346 Q4 2019 16,900 789 176,886,700 $ 281,900 $ 8,407 982,357,075 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Baybridge Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Bellridge Convertible Notes Prior to 2019, the Company had issued convertible notes to Bellridge Capital, LP (“Bellridge”) which had aggregate principal and accrued interest balances of $455,000 and $40,863, respectively, as of January 1, 2019. On October 22, 2019, the Company and Bellridge entered into an exchange agreement to exchange the outstanding Bellridge notes with principal and interest of $226,000 and $51,000, respectively, into a new note with a principal balance of $450,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day On October 22, 2019, the Company and Bellridge entered into a new convertible promissory note with a principal balance of $60,000, in exchange for proceeds of $40,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock. During 2019 and 2020, an aggregate principal of $288,000 and interest of $25,697, on the Bellridge convertible notes had been converted into 1,571,266,388 shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 65,615 4,507 38,696,339 Q2 2019 47,385 3,874 68,142,087 Q3 2019 89,000 9,779 529,061,862 Q4 2019 41,000 5,404 464,037,300 Q2 2020 45,000 2,133 471,328,800 $ 288,000 $ 25,697 1,571,266,388 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Bellridge Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Power Up Convertible Notes During 2018 and 2019, the Company entered into six securities purchase agreements with Power Up Lending Group, LTD ("Power Up"), for the private placement of three convertible notes with an aggregate principal amount of $376,000. Beginning in six months after issuance, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten-day Shares of common stock may not be issued pursuant to any of these notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of Common Stock. During 2019, an aggregate principal of $267,680 and interest of $9,000, on the Power Up convertible notes had been converted into 578,794,634 shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 $ 182,500 $ 7,300 95,014,902 Q2 2019 42,500 1,700 47,155,556 Q3 2019 14,600 - 155,824,176 Q4 2019 28,080 - 280,800,000 $ 267,680 $ 9,000 578,794,634 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Power Up Convertible Notes were assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Widjaja Convertible Note On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matures on January 11, 2020, and contains standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date. There are no registration rights applicable to the note. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 19.99% of the outstanding shares of the Company's common stock. During 2019 and 2020, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The conversion option associated with the note was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the Widjaja Convertible Note was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes GS Capital Convertible Note On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,000 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $6,000 in financing costs, and $27,000 of premium associated with the assignment of a note from a former investor. On August 26, 2019, the Company sold and issued to GS, an additional unsecured convertible promissory note in the amount of $70,500. These notes are unsecured, bear interest at 8% per annum, matures twelve months from the date of issuance, and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the note, and (ii) bankruptcy or insolvency of the Company. Principal and interest on the note will be payable upon maturity. There are no registration rights applicable to the note. At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten day trading period immediately preceding the conversion. Shares of common stock may not be issued pursuant to the note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company's common stock. During 2019, principal of $84,068 and interest of $5,766 had been converted into 473,445,228 million shares of common stock and no cash payments of principal or interest had been made. The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q2 2019 $ 15,000 $ 763 17,321,692 Q3 2019 57,718 4,284 335,425,736 Q4 2019 11,350 719 120,697,800 $ 84,068 $ 5,766 473,445,228 The conversion option associated with the notes was deemed to include an embedded derivative that required bifurcation and separate accounting. Refer to Note 13. Derivative Liabilities for further details. On September 11, 2020, the GS Convertible Note was assigned to BD 1 as part of the Company’s recapitalization and restructuring effort which began in June 2020. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Convertible Notes Penumbra Convertible Note On June 9, 2020, the Company issued to Penumbra Solar, Inc. (“Penumbra”) a $250,000 aggregate principal amount convertible promissory note. The Company has received $250,000 of gross proceeds from the offering of the note. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. On September 25, 2020, the Penumbra Convertible Note was assigned to Crowdex. Crowdex Convertible Note On September 25, 2020, as discussed above, Penumbra assigned its note to Crowdex. At December 31, 2020, the note had a principal balance of $250,000 and an accrued interest balance of $8,425. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears an interest rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share. BD 1 Convertible Note During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD 1. Refer to Notes 10, 11, and 12, for more information. The assignments transferred ownership of the following debts: • The outstanding principal and interest of $2.16 million and $417,000, respectively, related to the St. George Secured Promissory Notes discussed in Note 10 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $495,000 and $187,000, respectively, related to the Investor 1 Promissory Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $650,000 and $86,000, respectively, related to the Investor 2 Promissory Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $330,000 and $79,000, respectively, related to the October 2016 Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal of $618,000, related to the St. George Convertible Note discussed in Note 12 was assigned to BD 1. The terms of the note remained the same. • The outstanding principal and interest of $941,000 and $152,000, respectively, related to the Baybridge Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $677,000 and $121,000, respectively, related to the Bellridge Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $107,000 and $16,000, respectively, related to the Power Up Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $330,000 and $68,000, respectively, related to the Widjaja Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. • The outstanding principal and interest of $170,000 and $19,000, respectively, related to the GS Capital Convertible Notes discussed in Note 12 was assigned to BD 1. The terms of the notes remained the same. On December 18, 2020, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD 1, who had previously acquired all of the Company’s existing outstanding unsecured notes (other than notes held by GI and Crowdex) from the original note holders as listed above. Pursuant to the terms of the BD1 Exchange Agreement, BD 1 agreed to surrender and exchange all of its outstanding promissory notes with principal balances of approximately $10.4 million (including accrued interest and default penalties). In exchange, the Company issued to BD 1 two unsecured convertible notes with an aggregate principal amount of $10,500,000 (“BD1 Exchange Notes”). The BD1 Exchange Notes do not bear any interest, and will mature on December 18, 2025. BD 1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal into shares of Common Stock at a fixed conversion price equal to $0.0001 per share. Accordingly, the Company would issue 105,000,000,000 shares of Common Stock upon a full conversion of the BD 1 Exchange Notes. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 13. DERIVATIVE LIABILITIES The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 Convertible Notes Assigned to BD 1 The convertible notes that were assigned to BD 1 in September 2020, further described above in Notes 10 and 12, were exchanged for new notes as part of the Company’s recapitalization and restructuring effort which began in June 2020. Prior to the exchange, pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging At December 31, 2019, the aggregate derivative liability associated with these notes was $5,706,175. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility range of 42% to 46%, present value discount rate of 12%, and a dividend yield of 0%. During the first three quarters of 2020, pursuant to ASC Topic 815, Derivatives and Hedging Convertible Notes held by Global Ichiban In connection with the convertible notes held by Global, further described above in Note 10, pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging At December 31, 2019, the aggregate derivative liability associated with these notes was $2,010,975. This value was derived from Management’s fair value assessment using the following assumptions: annual volatility of 46%, present value discount rate of 12%, and a dividend yield of 0%. The conversion option in the GI Exchange Note was deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance based on the following assumptions: annual volatility of 49%, expected interest rate of 1.52%, and a dividend yield of 0%, and appropriately recorded that value as a derivative liability. At September 9, 2020, the derivative liability associated with the Global note was $447,903. The fair value of the derivative was recorded as a debt discount and will be charged to interest over the life of the note. The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. Management assessed the fair value option of this embedded derivative, as of December 31, 2020, using the following assumptions: annual volatility of 62%, and a dividend yield of 0%. As a result of the fair value assessments, the Company recorded an aggregate net loss of $2,845,106 for the year ended December 31, 2020, as “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Consolidated Statement of Operations to properly reflect that the value of the embedded derivative of $5,303,984 as of December 31, 2020. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Series A Preferred Stock | NOTE 14. SERIES A PREFERRED STOCK In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6.0 million. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1.0 million. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5.0 million. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At December 31, 2020, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 12) for outstanding shares of Series A Preferred Stock from the Series A Holder. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends. As of December 31, 20 20 , there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $ 367,965 . |
SERIES 1A PREFERRED STOCK
SERIES 1A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Series 1A Preferred Stock | NOTE 15. SERIES 1A PREFERRED STOCK Series 1A Preferred Stock – Tranche 1 Closing On September 22, 2020, the Company entered into a securities purchase agreement (“Series 1A SPA”) with Crowdex, for the private placement of up to $5,000,000 of the Company’s newly designated Series 1A Convertible Preferred Stock (“Series 1A Preferred Stock”). The Company sold 2,000 shares of Series 1A Preferred Stock to Crowdex in exchange for $2,000,000 of gross proceeds at an initial closing under the Series 1A SPA on September 22, 2020. In November 2020, Crowdex converted 1,200 shares of outstanding Series 1A Preferred Stock into 12,000,000,000 shares of Common Stock. On December 31, 2020 the Company sold 500 shares of Series 1A Preferred Stock to Crowdex in exchange for the cancellation of the Crowdex Note issued on November 27, 2020. There were no additional cash proceeds from this closing. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 16. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock At December 31, 2020, the Company had 20.0 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of December 31, 2020, the Company had 18,102,583,473 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through December 31, 2020. Preferred Stock At December 31, 2020, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 1,300 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 14 for Series A Preferred Stock activity. Series 1A Preferred Stock Refer to Note 14 for Series 1A Preferred Stock activity. Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, E, G, H, I, J, J-1, or K during the years ended December 31, 2020 and 2019. |
EQUITY PLANS AND SHARE-BASED CO
EQUITY PLANS AND SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY PLANS AND SHARE-BASED COMPENSATION | NOTE 17. EQUITY PLANS AND SHARE-BASED COMPENSATION Share-Based Compensation: The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants. The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows: For the Year Ended December 31, 2020 2019 Research and development $ - $ - Selling, general and administrative - 21,000 Total share-based compensation cost $ - $ 21,000 Stock Options: There was no expense recorded for the year ended December 31, 2020 related to stock option awards. The Company recognized share-based compensation expense for stock options of $21,000 to officers, directors and employees for year ended December 31, 2019 related to stock option awards, reduced for forfeitures. There were no option grants during the year ended December 31, 2020 or 2019. As of December 31, 2020, there were no unvested stock options. As of December 31, 2020, 97 shares were vested, and 120 shares remained available for future grants under the Option Plan. The following table summarizes stock option activity within the Stock Option Plan: Stock Option Shares Weighted Average Remaining Contractual Life in Years Outstanding at December 31, 2018 110 5.18 Granted - Exercised - Canceled (13 ) Outstanding at December 31, 2019 97 5.18 Granted - Exercised - Canceled - Outstanding and Exercisable at December 31, 2020 97 4.43 Restricted Stock: The Company did not recognize share-based compensation expense related to restricted stock grants for the years ended December 31, 2020 and 2019. There were no restricted stock grants for the years ended December 31, 2020 and 2019. As of December 31, 2020, there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 18. PAYCHECK PROTECTION PROGRAM LOAN On April 17, 2020, the Company obtained a PPP Loan from Vectra Bank Colorado (“Vectra”) in the aggregate amount of $193,200, which was established under the CARES Act, as administered by the Small Business Administration (“SBA”). Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a two year term, maturing on April 17, 2022. Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. The terms of the PPP loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The Company plans to apply for forgiveness of the PPP Loan in the second quarter of 2021. The PPP Loan is subject to any new guidance and new requirements released by the Department of the Treasury. At December 31, 2020 the outstanding principal and accrued interest balance of the PPP Loan was $193,200 and $1,366, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 19. INCOME TAXES The Company records income taxes using the liability method. Under this method, deferred tax assets and are computed for the expected future impact of temporary differences between the financial statement and income tax bases of assets and liabilities using current income tax rates and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a "more-likely-than-not" recognition threshold before a benefit is recognized in the financial statements. At December 31, 2020, the Company had $233.6 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income through the year 2037. At December 31, 2020, the Company had $58.1 million of cumulative net operating loss carryforwards for federal income tax purposes that were available to offset future taxable income indefinitely. Under the Internal Revenue Code, the future utilization of net operating losses may be limited in certain circumstances where there is a significant ownership change. The Company prepared an analysis for the year ended December 31, 2012 and determined that a significant change in ownership had occurred as a result of the cumulative effect of the sales of common stock through its offerings. Such change limited the Company's utilizable net operating loss carryforwards to $291.7 million for the year ended December 31, 2020. Available net operating loss carryforwards may be further limited in the event of another significant ownership change. Deferred income taxes reflect an estimate of the cumulative temporary differences recognized for financial reporting purposes from that recognized for income tax reporting purposes. At December 31, 2020 and 2019, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2020 2019 Deferred Tax Asset Accrued Expenses $ 22,000 $ 14,000 Inventory Allowance 137,000 134,000 Other 10,000 11,000 Operating Lease Liability 1,183,000 — Stock Based Compensation-Stock Options and Restricted Stock — 951,000 Tax effect of NOL carryforward 72,307,000 68,886,000 Depreciation 355,000 3,736,000 Warranty reserve 3,000 6,000 Gross Deferred Tax Asset 74,017,000 73,738,000 Valuation Allowance (72,555,000 ) (73,552,000 ) Net Deferred Tax Asset $ 1,462,000 $ 186,000 Operating lease right-of-use asset, net (1,287,000 ) — Amortization (175,000 ) (186,000 ) Net Deferred Tax Liability $ (1,462,000 ) $ (186,000 ) Total — — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes it is not more-likely-than-not that the Company will realize the benefits of these deductible differences at December 31, 2020. The Company's deferred tax valuation allowance of $72.6 million reflected above is a decrease of $1 million from the valuation allowance reflected as of December 31, 2019 of $73.6 million. As of December 31, 2019, the Company has not recorded a liability for uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions in income tax (benefit)/expense. No interest and penalties related to uncertain tax positions were accrued at December 31, 2020. The Company's effective tax rate for the years ended December 31, 2020 and 2019 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2020 2019 Federal statutory rate 21.0 % 21.0 % State statutory rate 6.9 % 4.1 % Change in rate — % (11.0 ) % Permanent tax differences 3.7 % (0.3 ) % Derivative/Warrant Revaluation (30.9 ) % 26.7 % Debt Discount 1.6 % (0.7 ) % Loss on Extinguishment of Liabilities — % — % Deferred true-ups 48.9 % (7.3 ) % Other — % — % Change in valuation allowance (51.2 ) % (32.5 ) % — % — % |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 20. COMMITMENTS AND CONTINGENCIES In May 2019, the Company’s former law firm filed suit against the Company in District Court in Adams County Colorado in an effort to collect approximately $1.2 million of unpaid fees (and related interest charges). On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement”) with its former law firm. Pursuant to the Settlement Agreement, the Company paid $120,000 on September 23, 2020 as the full and final settlement of all amounts owed between the parties. Following such payment, a satisfaction of an existing judgment in favor of such law firm was filed in Adams County Colorado. On July 29, 2020, the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid. The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
RETIREMENT PLAN | NOTE 21. RETIREMENT PLAN On July 1, 2006, the Company adopted a qualified 401(k) plan which provides retirement benefits for all of its eligible employees. Under the plan, employees become eligible to participate at the first entry date, provided they are at least 21 years of age. The participants may elect through salary reduction to contribute up to ceilings established in the Internal Revenue Code. The Company will match 100% of the first six percent of employee contributions. In addition, the Company may make discretionary contributions to the Plan as determined by the Board of Directors. Employees are immediately vested in all salary reduction contributions. Rights to benefits provided by the Company’s discretionary and matching contributions vest 100% after the first year of service for all employees hired before January 1, 2010. For employees hired after December 31, 2009, matching contributions vest over a three-year one-third |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 22. SUBSEQUENT EVENTS The Company was in a dormant status for most of 2020 due to financial constraints as well as delays in reorganization and fund-raising efforts due to the impact of COVID-19. Below is the sequence of events subsequent to December 31, 2020 through the Audit Report date of May 13, 2021: Series 1A Preferred Stock – Tranche 2 Closing On January 4, 2021, the Company entered into a securities purchase agreement (“Series 1ATranche 2 SPA”) with TubeSolar AG, a developer of photovoltaic thin-film tubes to enable additional application opportunities in solar power generation compared to conventional solar modules (“TubeSolar”). Pursuant to the Series 1A Tranche 2 SPA, the Company sold 2,500 shares of Series 1A Preferred Stock to TubeSolar and received $2,500,000 of gross proceeds on January 5, 2021. There are no registration rights applicable to the Series 1A Preferred Stock. Common Stock Purchase Agreement On March 4, 2021, the Company entered into a common stock purchase agreement (“Common Stock SPA” with Baybridge Capital Fund, LP, a private investor (“BBCF”) for the placement of 75,000,000 shares of the Company’s Common Stock (the “Shares”) at a fixed price of $0.04 per share. On March 9, 2021, the Company sold the Shares to BBCF in exchange for $3,000,000 of gross proceeds. F-30 Global Ichiban Settlement Agreement On March 9, 2021, the Company entered into a settlement agreement (“Settlement”) with our current secured promissory note holder, Global Ichiban Limited (“Global”). Pursuant to the Settlement, the Company issued 168,000,000 shares of Common Stock of the Company (“Settlement Shares”) to Global in exchange for the cancellation of the outstanding secured promissory note of $5,800,000 (the “Secured Note”). The Secured Note, which was originally scheduled to mature on September 30, 2022, had a variable-rate conversion feature that entitled Global to convert into shares of Common Stock of the Company at 80% of the 5-day average closing bid-price prior to any conversion. The Secured Note also had a lien on substantially all of the Company’s assets including intellectual properties. Following the Settlement, the lien shall be removed and all of the Company’s assets shall be unencumbered going forward. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents: The Company classifies all short-term investments in interest bearing bank accounts and highly liquid debt securities purchased with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. The Company does not believe this results in significant credit risk. |
Foreign Currencies | Foreign Currencies: Bank account balances held in foreign currencies are translated to U.S. dollars utilizing the period end exchange rate. Gains or losses incurred in connection with the Company’s accounts held in foreign currency were not material for the years ended December 31, 2020 and 2019 and were recorded in “Other Income/(Expense)” in the Consolidated Statements of Operations. |
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts: Trade accounts receivable are recorded at the invoiced amount as the result of transactions with customers. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company estimates the collectability of accounts receivable using analysis of historical bad debts, customer creditworthiness and current economic trends. Reserves are established on an account-by-account basis. Account balances are written off against the allowance in the period in which the Company determines that is it probable that the receivable will not be recovered. As of December 31, 2020, and December 31, 2019, the Company had an allowance for doubtful accounts of $45,883 and $46,023 respectively |
Inventories | Inventories: All inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average method. Inventory balances are frequently evaluated to ensure they do not exceed net realizable value. The computation for net realizable value takes into account many factors, including expected demand, product life cycle and development plans, module efficiency, quality issues, obsolescence and others. Management's judgment is required to determine reserves for obsolete or excess inventory. As of December 31, 2020, and 2019, the Company had inventory reserve balances of $598,392 and $584,269 respectively. In response to management's estimate of current market conditions, the Company has reserved all of its finished goods inventory as of December 31, 2020. If actual demand and market conditions are less favorable than those estimated by management, additional inventory write downs may be required |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are recorded at the original cost to the Company. Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Patents | Patents: At such time as the Company is awarded patents, patent costs are amortized on a straight-line basis over the legal life on the patents, or over their estimated useful lives, whichever is shorter. As of December 31, 2020, and 2019, the Company had $439,836 and $813,397 of net patent costs, respectively. Of these amounts $103,740 and $149,660 represent costs net of amortization incurred for awarded patents, and the remaining $663,892 and $663,736 represents costs incurred for patent applications to be filed as of December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, the Company capitalized $156 and $8,616 in patent costs, respectively, as it worked to secure design rights and trademarks for newly developed products. Amortization expense was $45,920 and $57,649 for the years ended December 31, 2020 and 2019, respectively As of December 31, 2020, future amortization of patents is expected as follows: 2021 $ 37,429 2022 33,924 2023 25,154 2024 7,233 2025 - $ 103,740 |
Impairment of Long-lived Assets | Impairment of Long-lived Assets: The Company analyzes its long-lived assets (property, plant and equipment) and definitive-lived intangible assets (patents) for impairment, both individually and as a group, whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. Events that might cause impairment would include significant current period operating or cash flow losses associated with the use of a long-lived asset or group of assets combined with a history of such losses, significant changes in the manner of use of assets and significant negative industry or economic trends. An undiscounted cash flow analysis is calculated to determine if impairment exists. If impairment is determined to exist, any related loss is calculated using the difference between the fair value and the carrying value of the assets. During the years ended December 31, 2020 and 2019, the Company did not incur impairments of its manufacturing facilities and equipment |
Related Party Payables | Related Party Payables: The Company accounts for fees due to board members in the related party payables account on the balance sheet. |
Interest Capitalization | Interest Capitalization : Historically the Company has capitalized interest cost as part of the cost of acquiring or constructing certain assets during the period of time required to get the asset ready for its intended use. The Company capitalized interest to the extent that expenditures to acquire or construct an asset have occurred and interest cost has been incurred. |
Convertible Notes | Convertible Notes : The Company issues, from time to time, convertible notes. Refer to Notes 10 and 12 for further information. |
Convertible Preferred Stock | Convertible Preferred Stock: The Company evaluates its preferred stock instruments under FASB ASC 480, "Distinguishing Liabilities from Equity" to determine the classification, and thereby the accounting treatment, of the instruments. Refer to Notes 13 and 19 for further discussion on the classification of each instrument. |
Derivatives | Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Consolidated Statements of Operations. The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 Refer to Notes 10, 12, and 13 for further discussion on the embedded derivatives of each instrument. |
Product Warranties | Product Warranties: The Company provides a limited warranty to the original purchaser of products against defective materials and workmanship. The Company also guarantees that standalone modules and PV integrated consumer electronics will achieve and maintain the stated conversion efficiency rating for certain products. Warranty accruals are recorded at the time of sale and are estimated based upon product warranty terms, historical experience and analysis of peer company product returns. The Company assesses the adequacy of its liabilities and makes adjustments as necessary based on known or anticipated warranty claims, or as new information becomes available. |
Warrant Liability | Warrant Liability: Warrants to purchase the Company's common stock with nonstandard anti-dilution provisions, regardless of the probability or likelihood that may conditionally obligate the issuer to ultimately transfer assets, are classified as liabilities and are recorded at their estimated fair value at each reporting period. Any change in fair value of these warrants is recorded at each reporting period in Other income/(expense) on the Company's statement of operations. |
Revenue Recognition | Revenue Recognition: Product revenue. We recognize revenue for module and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. During the years ended December 31, 2020 and 2019, the company recognized product revenue of $66,613 and $638,380, respectively. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. We generally recognize this revenue over time using cost-based input methods, which recognize revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, we use the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of our efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying our performance obligations are excluded from our input methods of revenue recognition as the amounts are not reflective of our transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized for the years ended December 31, 2020 and 2019. |
Shipping and Handling Costs | Shipping and Handling Costs: The Company classifies shipping and handling costs for products shipped to customers as a component of “Cost of revenues” on the Company’s Consolidated Statements of Operations. Customer payments of shipping and handling costs are recorded as a component of Revenues. |
Research, Development and Manufacturing Operations Costs | Research, Development and Manufacturing Operations Costs: Research, development and manufacturing operations expenses were $1,165,193 and $1,310,948 for the years ended December 31, 2020 and 2019, respectively. Research, development and manufacturing operations expenses include: 1) technology development costs, which include expenses incurred in researching new technology, improving existing technology and performing federal government research and development contracts, 2) product development costs, which include expenses incurred in developing new products and lowering product design costs, and 3) pre-production and production costs, which include engineering efforts to improve production processes, material yields and equipment utilization, and manufacturing efforts to produce saleable product. Research, development and manufacturing operations costs are expensed as incurred, with the exception of costs related to inventoried raw materials, work-in-process and finished goods, which are expensed as cost of revenue as products are sold |
Marketing and Advertising Costs | Marketing and Advertising Costs: The Company advertises in print, television, online and through social media. The Company will also authorize customers to run advertising campaigns on its behalf through various media outlets. Marketing and advertising costs are expensed as incurred. Marketing and advertising expenses were $3,559 and $2,465 for the years ended December 31, 2020 and 2019, respectively |
Share-Based Compensation | Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. For purposes of determining estimated fair value of share-based payment awards on the date of grant the Company uses the Black-Scholes option-pricing model (“Black-Scholes Model”) for option awards. The Black-Scholes Model requires the input of highly subjective assumptions. Because the Company’s employee stock options may have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of the Company’s employee stock options. Management will continue to assess the assumptions and methodologies used to calculate estimated fair value of share-based compensation. Circumstances may change and additional data may become available over time, which result in changes to these assumptions and methodologies, which could materially impact the Company’s fair value determination. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. The accounting guidance for share-based compensation may be subject to further interpretation and refinement over time. There are significant differences among option valuation models, and this may result in a lack of comparability with other companies that use different models, methods and assumptions. If factors change and the Company employs different assumptions in the accounting for share-based compensation in future periods, or if the Company decides to use a different valuation model, the compensation expense the Company records in the future may differ significantly from the amount recorded in the current period and could materially affect its loss from operations, net loss and net loss per share. |
Income Taxes | Income Taxes: Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates as of the date of enactment. Interest and penalties, if applicable, would be recorded in operations. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years (2017-2020) in these jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. |
Earnings per Share | Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income Diluted earnings per share has been computed using the weighted average number of common shares and common share equivalents outstanding (which consist of options and convertible debt to the extent they are dilutive). There were approximately 19.5 billion dilutive common shares for the year ended December 31, 2020, and approximately 44.8 billion shares were omitted for the year ended December 31, 2019 because they were anti-dilutive. |
Fair Value Estimates | Fair Value Estimates: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses fair value hierarchy based on three levels of inputs, of which, the first two are considered observable and the last unobservable, to measure fair value: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain long-lived assets and current liabilities have been measured at fair value on a recurring and non-recurring basis. See Note 6. Property, Plant and Equipment, Note 10. Secured Promissory Notes, and Note 12. Convertible Notes. The carrying amount of our long-term debt outstanding approximates fair value because our current borrowing rate does not materially differ from market rates for similar bank borrowings. The carrying value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and other assets and liabilities approximate their fair values due to their short maturities. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity . ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures. Other new pronouncements issued but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Assets are being depreciated over estimated useful lives of three to forty years using the straight-line method, as presented in the table below, commencing when the asset is placed in service. Leasehold improvements are depreciated over the shorter of the remainder of the lease term or the life of the improvements. Upon retirement or disposal, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income. Expenditures for repairs and maintenance are expensed as incurred. Useful Lives in Years Buildings 40 Manufacturing machinery and equipment 5 - 10 Furniture, fixtures, computer hardware/software 3 - 7 Leasehold improvements life of lease |
Future Amortization of Patents | As of December 31, 2020, future amortization of patents is expected as follows: 2021 $ 37,429 2022 33,924 2023 25,154 2024 7,233 2025 - $ 103,740 |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes property, plant and equipment as of December 31, 2020 and December 31, 2019: As of December 31, 2020 2019 Building $ - $ 5,828,960 Furniture, fixtures, computer hardware and computer software 489,421 489,421 Manufacturing machinery and equipment 24,377,755 26,593,588 Depreciable property, plant and equipment 24,867,176 32,911,969 Less: Accumulated depreciation and amortization (24,848,408 ) (28,677,350 ) Net property, plant and equipment $ 18,768 $ 4,234,619 |
Schedule Future Maturities of Operating Lease Liability | Future maturities of the operating lease liability are as follows: 2021 $ 960,000 2022 988,800 2023 1,018,464 2024 1,049,018 2025 1,080,488 Thereafter 2,259,192 Total lease payments $ 7,355,962 Less amounts representing interest (1,601,329 ) Present value of lease liability $ 5,754,633 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Reserves | Inventories consisted of the following at December 31, 2020 and December 31, 2019: As of December 31, 2020 2019 Raw materials $ 525,626 $ 503,832 Work in process — 30,060 Finished goods 8,805 - Total $ 534,431 $ 533,892 |
SECURED PROMISSORY NOTE (Tables
SECURED PROMISSORY NOTE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Debt Conversions | The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 106,750 - 58,503,244 Q2 2019 59,320 - 86,636,364 Q3 2019 89,000 - 457,222,222 Q4 2019 54,000 - 540,000,000 $ 309,070 $ - 1,142,361,830 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 90,500 3,278 47,400,806 Q2 2019 88,500 2,079 141,822,223 Q3 2019 86,000 2,261 616,247,346 Q4 2019 16,900 789 176,886,700 $ 281,900 $ 8,407 982,357,075 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 65,615 4,507 38,696,339 Q2 2019 47,385 3,874 68,142,087 Q3 2019 89,000 9,779 529,061,862 Q4 2019 41,000 5,404 464,037,300 Q2 2020 45,000 2,133 471,328,800 $ 288,000 $ 25,697 1,571,266,388 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 $ 182,500 $ 7,300 95,014,902 Q2 2019 42,500 1,700 47,155,556 Q3 2019 14,600 - 155,824,176 Q4 2019 28,080 - 280,800,000 $ 267,680 $ 9,000 578,794,634 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q2 2019 $ 15,000 $ 763 17,321,692 Q3 2019 57,718 4,284 335,425,736 Q4 2019 11,350 719 120,697,800 $ 84,068 $ 5,766 473,445,228 |
Secured Promissory Note | |
Schedule of Short-term Debt Instruments | The following table provides a summary of the activity of the Company's secured notes: Global Ichiban St. George BD 1 Total Secured Notes Principal Balance at December 31, 2018 $ 4,956,745 $ 1,315,000 $ — $ 6,271,745 New notes — 845,000 — 845,000 Note conversions (115,000 ) — — (115,000 ) Interest converted to principal 171,152 — — 171,152 Secured Notes Principal Balance at December 31, 2019 5,012,897 2,160,000 — 7,172,897 Less: remaining discount (765,576 ) (71,666 ) — (837,242 ) Secured Notes, net of discount, at December 31, 2019 4,247,321 2,088,334 — 6,335,655 New notes 6,400,000 — — 6,400,000 Note conversions (600,000 ) — — (600,000 ) Note Assignments — (2,160,000 ) 2,160,000 (2,160,000 ) Notes Exchanged (5,012,897 ) — (2,160,000 ) (5,012,897 ) Secured Notes Principal Balance at December 31, 2020 5,800,000 — — 5,800,000 Less: remaining discount (394,363 ) — — (394,363 ) Secured Notes, net of discount, at December 31, 2020 $ 5,405,637 $ — $ — $ 5,405,637 |
Schedule of Debt Conversions | The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 115,000 - 9,595,327 $ 115,000 $ - 9,595,327 Since conversions began in the first quarter of 2018, the interest associated with conversions has been added back into the principal of the notes. The following table summarizes the activity of adding the interest to principal: Period Interest converted to Principal Q1 2019 171,152 $ 171,152 |
PROMISSORY NOTES (Tables)
PROMISSORY NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Promissory Note | |
Schedule of Short-term Debt Instruments | The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes: Investor 1 Investor 2 BD 1 SBA Total Promissory Notes Principal Balance at December 31, 2018 $ 494,437 $ 850,000 $ — $ — $ 1,344,437 New principal — 615,000 — — 615,000 Notes exchanged — (850,000 ) — — (850,000 ) Promissory Notes Principal Balance at December 31, 2019 494,437 615,000 — — 1,109,437 Less: remaining discount — (16,666 ) — — (16,666 ) Promissory Notes, net of discount, at December 31, 2019 494,437 598,334 — — 1,092,771 New principal — 35,000 — 193,200 228,200 Notes assigned (494,437 ) (650,000 ) 1,144,437 — — Notes exchanged — — (1,144,437 ) — (1,144,437 ) Promissory Notes Principal Balance at December 31, 2020 — — — 193,200 193,200 Less: remaining discount — — — — — Promissory Notes, net of discount, at December 31, 2020 $ — $ — $ — $ 193,200 $ 193,200 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 12/31/2018 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2019 Less: Discount Balance Net Principal Balance 12/31/2019 October 2016 Notes $ 330,000 $ — $ — $ — $ 330,000 $ — $ 330,000 St. George Notes 1,099,233 (172,500 ) — (309,070 ) 617,663 — 617,663 BayBridge Notes 62,500 — 1,160,000 (281,900 ) 940,600 (408,333 ) 532,267 Bellridge Notes 455,000 510,000 (226,000 ) (243,000 ) 496,000 (382,500 ) 113,500 Power Up Notes 225,000 149,500 — (267,680 ) 106,820 (26,566 ) 80,254 EMA Note 75,000 — (75,000 ) — — — — Widjaja Note — 330,000 — — 330,000 (1 ) 329,999 GS Capital Notes — 178,568 75,000 (84,068 ) 169,500 (44,167 ) 125,333 $ 2,246,733 $ 995,568 $ 934,000 $ (1,185,718 ) $ 2,990,583 $ (861,567 ) $ 2,129,016 Principal Balance 12/31/2019 New Notes Notes assigned or exchanged Notes converted Principal Balance 12/31/2020 Less: Discount Balance Net Principal Balance 12/31/2020 October 2016 Notes $ 330,000 $ — $ (330,000 ) $ — $ — $ — $ — St. George Notes 617,663 — (617,663 ) — — — — BayBridge Notes 940,600 — (940,600 ) — — — — Bellridge Notes 496,000 — (451,000 ) (45,000 ) — — — Power Up Notes 106,820 — (106,820 ) — — — — Widjaja Note 330,000 — (330,000 ) — — — — GS Capital Notes 169,500 — (169,500 ) — — — — Penumbra Note (related party) — 250,000 (250,000 ) — — — — BD 1 Notes (related party) — 10,500,000 — — 10,500,000 (2,936,952 ) 7,563,048 Crowdex Note (related party) — — 250,000 — 250,000 — 250,000 $ 2,990,583 $ 10,750,000 $ (2,945,583 ) $ (45,000 ) $ 10,750,000 $ (2,936,952 ) $ 7,813,048 |
Schedule of Debt Conversions | The following table summarizes the conversion activity of this note: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 106,750 - 58,503,244 Q2 2019 59,320 - 86,636,364 Q3 2019 89,000 - 457,222,222 Q4 2019 54,000 - 540,000,000 $ 309,070 $ - 1,142,361,830 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 90,500 3,278 47,400,806 Q2 2019 88,500 2,079 141,822,223 Q3 2019 86,000 2,261 616,247,346 Q4 2019 16,900 789 176,886,700 $ 281,900 $ 8,407 982,357,075 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 65,615 4,507 38,696,339 Q2 2019 47,385 3,874 68,142,087 Q3 2019 89,000 9,779 529,061,862 Q4 2019 41,000 5,404 464,037,300 Q2 2020 45,000 2,133 471,328,800 $ 288,000 $ 25,697 1,571,266,388 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q1 2019 $ 182,500 $ 7,300 95,014,902 Q2 2019 42,500 1,700 47,155,556 Q3 2019 14,600 - 155,824,176 Q4 2019 28,080 - 280,800,000 $ 267,680 $ 9,000 578,794,634 The following table summarizes the conversion activity of these notes: Conversion Period Principal Converted Interest Converted Common Shares Issued Q2 2019 $ 15,000 $ 763 17,321,692 Q3 2019 57,718 4,284 335,425,736 Q4 2019 11,350 719 120,697,800 $ 84,068 $ 5,766 473,445,228 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Liability Activity | The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 The following table is a summary of the derivative liability activity for the years ended December 31, 2020 and 2019: Derivative Liability Balance as of December 31, 2018 $ 10,114,452 Additional derivative liability on new notes 4,507,380 Change in fair value of derivative liability (6,196,026 ) Liability extinguished (708,656 ) Derivative Liability Balance as of December 31, 2019 7,717,150 Additional derivative liability on new notes 447,903 Change in fair value of derivative liability (2,861,069 ) Derivative Liability Balance as of December 31, 2020 $ 5,303,984 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stock by Class | The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 1,300 Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
EQUITY PLANS AND SHARE-BASED _2
EQUITY PLANS AND SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation Cost by Line Item | The share-based compensation expense recognized in the Consolidated Statements of Operations was as follows: For the Year Ended December 31, 2020 2019 Research and development $ - $ - Selling, general and administrative - 21,000 Total share-based compensation cost $ - $ 21,000 |
Stock Option Activity | The following table summarizes stock option activity within the Stock Option Plan: Stock Option Shares Weighted Average Remaining Contractual Life in Years Outstanding at December 31, 2018 110 5.18 Granted - Exercised - Canceled (13 ) Outstanding at December 31, 2019 97 5.18 Granted - Exercised - Canceled - Outstanding and Exercisable at December 31, 2020 97 4.43 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2020 and 2019, the components of these temporary differences and the deferred tax asset were as follows: As of December 31, 2020 2019 Deferred Tax Asset Accrued Expenses $ 22,000 $ 14,000 Inventory Allowance 137,000 134,000 Other 10,000 11,000 Operating Lease Liability 1,183,000 — Stock Based Compensation-Stock Options and Restricted Stock — 951,000 Tax effect of NOL carryforward 72,307,000 68,886,000 Depreciation 355,000 3,736,000 Warranty reserve 3,000 6,000 Gross Deferred Tax Asset 74,017,000 73,738,000 Valuation Allowance (72,555,000 ) (73,552,000 ) Net Deferred Tax Asset $ 1,462,000 $ 186,000 Operating lease right-of-use asset, net (1,287,000 ) — Amortization (175,000 ) (186,000 ) Net Deferred Tax Liability $ (1,462,000 ) $ (186,000 ) Total — — |
Schedule of Effective Income Tax Rate Reconciliation | The Company's effective tax rate for the years ended December 31, 2020 and 2019 differs from the statutory rate due to the following (expressed as a percentage of pre-tax income): 2020 2019 Federal statutory rate 21.0 % 21.0 % State statutory rate 6.9 % 4.1 % Change in rate — % (11.0 ) % Permanent tax differences 3.7 % (0.3 ) % Derivative/Warrant Revaluation (30.9 ) % 26.7 % Debt Discount 1.6 % (0.7 ) % Loss on Extinguishment of Liabilities — % — % Deferred true-ups 48.9 % (7.3 ) % Other — % — % Change in valuation allowance (51.2 ) % (32.5 ) % — % — % |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | 1 Months Ended |
Jan. 31, 2006shares | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Common stock issued (in shares) | 102,800 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) shares in Billions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Allowance for doubtful accounts | $ 45,883 | $ 46,023 |
Inventory reserve balance | 598,392 | 584,269 |
Patent activity costs | 156 | 8,616 |
Patents, net of amortization | 439,836 | 813,397 |
Impairment of long-lived assets | 0 | 0 |
Revenues | $ 66,613 | $ 638,380 |
Revenue from Contract with Customer, Product and Service [Extensible List] | Products | Products |
Research, development and manufacturing operations | $ 1,165,193 | $ 1,310,948 |
Advertising expense | $ 3,559 | $ 2,465 |
Shares omitted from loss per share, anti-dilutive | 19.5 | 44.8 |
Government Research and Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Revenues | $ 0 | $ 0 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 45,920 | 57,649 |
Patents, net of amortization | 439,836 | 813,397 |
Patents | Awarded Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | 103,740 | 149,660 |
Patents | Patent Applications to be Filed | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents, net of amortization | $ 663,892 | $ 663,736 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 40 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | life of lease |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Manufacturing machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Minimum | Furniture, fixtures, computer hardware/software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Maximum | Manufacturing machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 10 years |
Maximum | Furniture, fixtures, computer hardware/software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense of Patents (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | $ 439,836 | $ 813,397 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total patent amortization expense | 439,836 | 813,397 |
Awarded Patents | Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
2021 | 37,429 | |
2022 | 33,924 | |
2023 | 25,154 | |
2024 | 7,233 | |
Total patent amortization expense | $ 103,740 | $ 149,660 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative Liability Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability, Beginning Balance | $ 7,717,150 | $ 10,114,452 |
Additional derivative liability on new notes | 447,903 | 4,507,380 |
Change in fair value of derivative liability | (2,861,069) | (6,196,026) |
Liability extinguished | (708,656) | |
Derivative Liability, Ending Balance | $ 5,303,984 | $ 7,717,150 |
LIQUIDITY, CONTINUED OPERATIO_2
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidity Continued Operations And Going Concern [Line Items] | ||
Net cash used in operating activities | $ 2,881,138 | $ 2,715,418 |
Debt default, amount | 13,494,160 | |
Interest expense debt | 438,063 | |
Working capital (deficit) | 8,372,413 | |
Notes Payable | ||
Liquidity Continued Operations And Going Concern [Line Items] | ||
Debt default, amount | $ 872,820 |
TRADE RECEIVABLES - Additional
TRADE RECEIVABLES - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable | $ 5,539 | $ 0 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 24,867,176 | $ 32,911,969 |
Less: Accumulated depreciation and amortization | (24,848,408) | (28,677,350) |
Net property, plant and equipment | 18,768 | 4,234,619 |
Building | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 5,828,960 | |
Furniture, fixtures, computer hardware and computer software | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 489,421 | 489,421 |
Manufacturing machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 24,377,755 | $ 26,593,588 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) | Jan. 01, 2021USD ($) | Sep. 21, 2020USD ($)SquareFoot | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 29, 2020USD ($) |
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 105,738 | $ 185,132 | |||
Operating lease asset | 5,633,663 | ||||
Operating lease liability | 5,754,633 | ||||
Operating lease costs | $ 287,103 | ||||
Remaining lease term | 84 months 15 days | ||||
Lease discount rate | 7.00% | ||||
12300 Grant LLC (Landlord) | |||||
Property Plant And Equipment [Line Items] | |||||
Number of rentable square feet of building | SquareFoot | 100,000 | ||||
Lease term | 88 months | ||||
Lease commencement date | Sep. 21, 2020 | ||||
Rent per month | $ 80,000 | $ 50,000 | |||
Percentage of rent increase in annual rate | 3.00% | ||||
Lease terms description | The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent shall adjust to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. | ||||
Buildings | Mortgage Holder | |||||
Property Plant And Equipment [Line Items] | |||||
Price of building | $ 7,193,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Schedule Future Maturities of Operating Lease Liability (Details) | Dec. 31, 2020USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
2021 | $ 960,000 |
2022 | 988,800 |
2023 | 1,018,464 |
2024 | 1,049,018 |
2025 | 1,080,488 |
Thereafter | 2,259,192 |
Total lease payments | 7,355,962 |
Less amounts representing interest | (1,601,329) |
Present value of lease liability | $ 5,754,633 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 525,626 | $ 503,832 |
Work in process | 0 | 30,060 |
Finished goods | 8,805 | 0 |
Total | $ 534,431 | $ 533,892 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) | Sep. 23, 2020USD ($) | Sep. 18, 2020USD ($) | Sep. 11, 2020 | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2018USD ($)Agreementdebt_instrument | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | ||||||||
Accrued interest | $ 438,063 | $ 2,107,401 | ||||||
Vendor | Settlement Agreement A | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement entered date | Sep. 11, 2020 | |||||||
Amount paid as full and final settlement | $ 120,000 | |||||||
Gain relating to settlement agreement | $ 1,100,000 | |||||||
Creditor Holding Note Payable | Settlement Agreement B | ||||||||
Debt Instrument [Line Items] | ||||||||
Agreement entered date | Sep. 11, 2020 | |||||||
Amount paid as full and final settlement | $ 20,000 | |||||||
Gain relating to settlement agreement | $ 185,000 | |||||||
Unsecured Debt | Note Payable Conversion One | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of agreements | Agreement | 2 | |||||||
Number of notes payable | debt_instrument | 4 | |||||||
Notes payable | $ 1,073,825 | |||||||
Aggregate principal amount of notes outstanding | 1,073,825 | |||||||
Accrued interest | 162,205 | |||||||
Stated interest rate | 6.00% | |||||||
Unsecured Debt | Note Payable Conversion Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 250,000 | |||||||
Stated interest rate | 5.00% | |||||||
Interest accrued on convertible debt | $ 43,836 | |||||||
Unsecured Debt | Note Payable Conversion Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | $ 215,234 | |||||||
Aggregate principal amount of notes outstanding | 182,705 | |||||||
Accrued interest | 21,933 | |||||||
Stated interest rate | 5.00% | |||||||
Principal payments | 32,529 | |||||||
Interest payments | $ 897 |
DEBT - Additional Information (
DEBT - Additional Information (Details) - USD ($) | Jul. 29, 2020 | Dec. 31, 2019 | Aug. 02, 2019 |
Debt Instrument [Line Items] | |||
Debt, amount | $ 5,885,148 | $ 5,885,148 | |
Accrued interest | $ 190,158 | ||
Debt, principal amount transferred to new lender | 5,405,666 | ||
Debt, interest amount transferred to new lender | $ 479,482 | ||
Default interest rate | 10.50% | ||
Building | Mortgage Holder | |||
Debt Instrument [Line Items] | |||
Price of building | $ 7,193,000 | ||
Gain on sale of property | $ 3,000,000 |
SECURED PROMISSORY NOTE - Summa
SECURED PROMISSORY NOTE - Summary of Secured Promissory Notes Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Secured Notes, net of discount | $ 6,335,655 | |
BD 1 | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | $ 0 | 0 |
New notes | 0 | 0 |
Note conversions | 0 | 0 |
Interest converted to principal | 0 | |
Note Assignments | 2,160,000 | |
Notes Exchanged | (2,160,000) | |
Principal Balance, ending | 0 | 0 |
Less: remaining discount | 0 | 0 |
Secured Notes, net of discount | 0 | 0 |
Secured Promissory Note, Current | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 7,172,897 | 6,271,745 |
New notes | 6,400,000 | 845,000 |
Note conversions | (600,000) | (115,000) |
Interest converted to principal | 171,152 | |
Note Assignments | (2,160,000) | |
Notes Exchanged | (5,012,897) | |
Principal Balance, ending | 5,800,000 | 7,172,897 |
Less: remaining discount | (394,363) | (837,242) |
Secured Notes, net of discount | 5,405,637 | 6,335,655 |
Secured Promissory Note, Current | Global Ichiban Convertible Note | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 5,012,897 | 4,956,745 |
New notes | 6,400,000 | 0 |
Note conversions | (600,000) | (115,000) |
Interest converted to principal | 171,152 | |
Note Assignments | 0 | |
Notes Exchanged | (5,012,897) | |
Principal Balance, ending | 5,800,000 | 5,012,897 |
Less: remaining discount | (394,363) | (765,576) |
Secured Notes, net of discount | 5,405,637 | 4,247,321 |
Secured Promissory Note, Current | St. George Convertible Note | ||
Debt Instrument [Line Items] | ||
Principal Balance, beginning | 2,160,000 | 1,315,000 |
New notes | 0 | 845,000 |
Note conversions | 0 | 0 |
Interest converted to principal | 0 | |
Note Assignments | (2,160,000) | |
Notes Exchanged | 0 | |
Principal Balance, ending | 0 | 2,160,000 |
Less: remaining discount | 0 | (71,666) |
Secured Notes, net of discount | $ 0 | $ 2,088,334 |
SECURED PROMISSORY NOTE - Globa
SECURED PROMISSORY NOTE - Global Ichiban Secured Promissory Notes - Additional Information (Details) - USD ($) | Dec. 09, 2020 | Sep. 09, 2020 | Nov. 30, 2017 | Mar. 31, 2019 | Dec. 31, 2020 | Aug. 02, 2019 | Jan. 01, 2019 |
Secured Promissory Note [Line Items] | |||||||
Default interest rate | 10.50% | ||||||
Security Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Unamortized discount | $ 86,613 | ||||||
Global Ichiban Limited | |||||||
Secured Promissory Note [Line Items] | |||||||
Principal Converted | $ 600,000 | ||||||
Common Shares Issued | 872,093,023 | ||||||
Global Ichiban Limited | GI Exchange Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Agreement entered date | Sep. 9, 2020 | ||||||
Debt instrument, maturity date | Sep. 30, 2022 | ||||||
Default interest rate | 18.00% | ||||||
Global Ichiban Limited | Security Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Agreement entered date | Nov. 30, 2017 | ||||||
Promissory Note | Global Ichiban Limited | GI Exchange Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Repurchase amount | $ 6,313,387 | ||||||
Promissory Note | Global Ichiban Limited | Security Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Repurchase amount | $ 6,313,387 | ||||||
Secured Convertible Promissory Notes | Global Ichiban Limited | GI Exchange Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 6,400,000 | ||||||
Secured Convertible Promissory Notes | Global Ichiban Limited | Security Agreement | |||||||
Secured Promissory Note [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 6,400,000 | ||||||
Convertible Debt | |||||||
Secured Promissory Note [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 4,956,745 | ||||||
Accrued interest expense, noncurrent | $ 1,223,611 | ||||||
Secured Debt | Aggregate Global Ichiban Secured Promissory Notes | |||||||
Secured Promissory Note [Line Items] | |||||||
Average VWAP for redemption | 85.00% | ||||||
Measurement period after conversion date | 5 days | ||||||
Conversion price (in dollars per share) | $ 2 | ||||||
Ownership of outstanding stock, percentage | 9.99% | ||||||
Stated interest rate | 12.00% | ||||||
Principal Converted | $ 115,000 | ||||||
Common Shares Issued | 9,595,327 |
SECURED PROMISSORY NOTE - Sched
SECURED PROMISSORY NOTE - Schedule of Debt Conversions (Details) - Secured Debt - Aggregate Global Ichiban Secured Promissory Notes | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Class Of Stock [Line Items] | |
Principal Converted | $ 115,000 |
Common Shares Issued | shares | 9,595,327 |
Interest converted to Principal | $ 171,152 |
SECURED PROMISSORY NOTE - St. G
SECURED PROMISSORY NOTE - St. George Secured Convertible Notes - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Secured Promissory Note [Line Items] | |||
Payments of financing costs | $ 7,500 | ||
St. George Convertible Note | |||
Secured Promissory Note [Line Items] | |||
Debt instrument, face amount sold and issued | 845,000 | ||
Net proceeds | 700,000 | ||
Unamortized discount | 140,000 | ||
Payments of financing costs | $ 5,000 | ||
Convertible Debt | |||
Secured Promissory Note [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 4,956,745 | ||
Accrued interest expense, noncurrent | 1,223,611 | ||
Convertible Debt | St. George Convertible Note | |||
Secured Promissory Note [Line Items] | |||
Aggregate principal amount of notes outstanding | 1,315,000 | ||
Accrued interest expense, noncurrent | $ 252,751 | ||
Debt conversion, average lowest closing price | 60.00% | ||
Measurement period after conversion date | 10 days | ||
Ownership of outstanding stock, percentage | 9.99% |
PROMISSORY NOTES - Schedule of
PROMISSORY NOTES - Schedule of Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short Term Debt [Line Items] | ||
Promissory Notes, net of discount | $ 193,200 | $ 1,092,771 |
Promissory Note One | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 494,437 | 494,437 |
New principal | 0 | 0 |
Notes assigned | (494,437) | |
Notes exchanged | 0 | 0 |
Principal Balance, ending | 0 | 494,437 |
Less: remaining discount | 0 | 0 |
Promissory Notes, net of discount | 0 | 494,437 |
Promissory Note Two | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 615,000 | 850,000 |
New principal | 35,000 | 615,000 |
Notes assigned | (650,000) | |
Notes exchanged | 0 | (850,000) |
Principal Balance, ending | 0 | 615,000 |
Less: remaining discount | 0 | (16,666) |
Promissory Notes, net of discount | 0 | 598,334 |
Promissory Note BD 1 | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 0 | 0 |
New principal | 0 | 0 |
Notes assigned | 1,144,437 | |
Notes exchanged | (1,144,437) | 0 |
Principal Balance, ending | 0 | 0 |
Less: remaining discount | 0 | 0 |
Promissory Notes, net of discount | 0 | 0 |
SBA | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 0 | 0 |
New principal | 193,200 | 0 |
Notes assigned | 0 | |
Notes exchanged | 0 | 0 |
Principal Balance, ending | 193,200 | 0 |
Less: remaining discount | 0 | 0 |
Promissory Notes, net of discount | 193,200 | 0 |
Promissory Note | Unsecured Debt | ||
Short Term Debt [Line Items] | ||
Principal Balance, beginning | 1,109,437 | 1,344,437 |
New principal | 228,200 | 615,000 |
Notes assigned | 0 | |
Notes exchanged | (1,144,437) | (850,000) |
Principal Balance, ending | 193,200 | 1,109,437 |
Less: remaining discount | 0 | (16,666) |
Promissory Notes, net of discount | $ 193,200 | $ 1,092,771 |
PROMISSORY NOTES - Additional I
PROMISSORY NOTES - Additional Information (Details) - USD ($) | Apr. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Unsecured Debt | Twelve Percent Promissory Note Due | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 494,437 | |||
Accrued interest | $ 136,927 | |||
Stated interest rate | 12.00% | |||
Unsecured Debt | Twelve Percent Promissory Note Due September 11, 2019 and March 9, 2020 | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 500,000 | |||
Stated interest rate | 12.00% | |||
Debt instrument, unamortized discount (premium), net | $ 120,000 | |||
Proceeds from issuance of debt | $ 380,000 | |||
Debt instrument, maturity start date | Sep. 11, 2019 | |||
Debt instrument, maturity end date | Mar. 9, 2020 | |||
Unsecured Debt | Twelve Percent Promissory Note Due May 1, 2021 | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 150,000 | |||
Stated interest rate | 12.00% | |||
Debt instrument, unamortized discount (premium), net | $ 35,000 | |||
Proceeds from issuance of debt | $ 115,000 | |||
Debt instrument, maturity date | May 1, 2021 | |||
Unsecured Debt | SBA PPP | Vectra | ||||
Short Term Debt [Line Items] | ||||
Proceeds from issuance of debt | $ 193,200 | |||
Debt instrument, maturity date | Apr. 17, 2022 | |||
Debt instrument, term | 2 years | |||
Debt instrument, payment terms | Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. | |||
Convertible Debt | BayBridge Convertible Note Two | ||||
Short Term Debt [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 850,000 | |||
Accrued interest | $ 61,246 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) | Jun. 09, 2020 | Oct. 22, 2019 | Jan. 11, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Aug. 22, 2019 |
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Promissory Notes, net of discount | $ 2,129,016 | $ 2,129,016 | ||||||||||
Convertible Notes | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | $ 2,246,733 | $ 2,990,583 | 2,246,733 | $ 2,246,733 | ||||||||
New Notes | 10,750,000 | 995,568 | ||||||||||
Notes assigned or exchanged | (2,945,583) | 934,000 | ||||||||||
Notes converted | (45,000) | (1,185,718) | ||||||||||
Principal Balance, ending | 2,990,583 | 10,750,000 | 2,990,583 | |||||||||
Less: remaining discount | (861,567) | (2,936,952) | (861,567) | |||||||||
Promissory Notes, net of discount | 2,129,016 | 7,813,048 | 2,129,016 | |||||||||
Penumbra Note (related party) | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
New Notes | $ 250,000 | |||||||||||
Convertible Debt | October 2016 Convertible Notes | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 330,000 | 330,000 | 330,000 | 330,000 | ||||||||
New Notes | 0 | 0 | ||||||||||
Notes assigned or exchanged | (330,000) | 0 | ||||||||||
Notes converted | 0 | 0 | ||||||||||
Principal Balance, ending | 330,000 | 0 | 330,000 | |||||||||
Less: remaining discount | 0 | 0 | 0 | |||||||||
Promissory Notes, net of discount | 330,000 | 0 | 330,000 | |||||||||
Convertible Debt | 2017 St. George Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 1,099,233 | 617,663 | 1,099,233 | 1,099,233 | ||||||||
New Notes | 0 | |||||||||||
Adjustments | (172,500) | |||||||||||
Notes assigned or exchanged | (617,663) | 0 | ||||||||||
Notes converted | 0 | (309,070) | ||||||||||
Principal Balance, ending | 617,663 | 0 | 617,663 | |||||||||
Less: remaining discount | 0 | 0 | 0 | |||||||||
Promissory Notes, net of discount | 617,663 | 0 | 617,663 | |||||||||
Convertible Debt | Baybridge Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 62,500 | 940,600 | 62,500 | 62,500 | ||||||||
New Notes | 0 | 0 | ||||||||||
Notes assigned or exchanged | (940,600) | 1,160,000 | ||||||||||
Notes converted | (16,900) | $ (86,000) | $ (88,500) | (90,500) | 0 | (281,900) | ||||||
Principal Balance, ending | 940,600 | 0 | 940,600 | |||||||||
Less: remaining discount | (408,333) | 0 | (408,333) | $ (234,000) | ||||||||
Promissory Notes, net of discount | 532,267 | 0 | 532,267 | |||||||||
Convertible Debt | Bellridge Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 455,000 | 496,000 | 455,000 | 455,000 | ||||||||
New Notes | 0 | 510,000 | ||||||||||
Notes assigned or exchanged | (451,000) | (226,000) | ||||||||||
Notes converted | $ (226,000) | $ (45,000) | (41,000) | (89,000) | (47,385) | (65,615) | (45,000) | (243,000) | (288,000) | |||
Principal Balance, ending | 496,000 | 0 | 496,000 | |||||||||
Less: remaining discount | (382,500) | 0 | (382,500) | |||||||||
Promissory Notes, net of discount | 113,500 | 0 | 113,500 | |||||||||
Convertible Debt | Power Up Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 225,000 | 106,820 | 225,000 | 225,000 | ||||||||
New Notes | 0 | 149,500 | ||||||||||
Notes assigned or exchanged | (106,820) | 0 | ||||||||||
Notes converted | (28,080) | $ (14,600) | $ (42,500) | (182,500) | 0 | (267,680) | ||||||
Principal Balance, ending | 106,820 | 0 | 106,820 | |||||||||
Less: remaining discount | (26,566) | 0 | (26,566) | |||||||||
Promissory Notes, net of discount | 80,254 | 0 | 80,254 | |||||||||
Convertible Debt | EMA Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 75,000 | 0 | 75,000 | 75,000 | ||||||||
New Notes | 0 | |||||||||||
Notes assigned or exchanged | (75,000) | |||||||||||
Notes converted | 0 | |||||||||||
Principal Balance, ending | 0 | 0 | ||||||||||
Less: remaining discount | 0 | 0 | ||||||||||
Promissory Notes, net of discount | 0 | 0 | ||||||||||
Convertible Debt | Widjaja Convertible Note | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | 330,000 | 0 | 0 | ||||||||
New Notes | $ 330,000 | 0 | 330,000 | |||||||||
Notes assigned or exchanged | (330,000) | 0 | ||||||||||
Notes converted | 0 | 0 | ||||||||||
Principal Balance, ending | 330,000 | 0 | 330,000 | |||||||||
Less: remaining discount | (1) | 0 | (1) | |||||||||
Promissory Notes, net of discount | 329,999 | 0 | 329,999 | |||||||||
Convertible Debt | GS Capital Partners, LLC | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | $ 0 | 169,500 | 0 | $ 0 | ||||||||
New Notes | 0 | 178,568 | ||||||||||
Notes assigned or exchanged | (169,500) | 75,000 | ||||||||||
Notes converted | 0 | (84,068) | ||||||||||
Principal Balance, ending | 169,500 | 0 | 169,500 | |||||||||
Less: remaining discount | (44,167) | 0 | (44,167) | |||||||||
Promissory Notes, net of discount | 125,333 | 0 | 125,333 | |||||||||
Convertible Debt | Penumbra Note (related party) | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | |||||||||||
New Notes | 250,000 | |||||||||||
Notes assigned or exchanged | (250,000) | |||||||||||
Notes converted | 0 | |||||||||||
Principal Balance, ending | 0 | 0 | 0 | |||||||||
Less: remaining discount | 0 | |||||||||||
Promissory Notes, net of discount | 0 | |||||||||||
Convertible Debt | BD 1 Notes (related party) | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | |||||||||||
New Notes | 10,500,000 | |||||||||||
Notes assigned or exchanged | 0 | |||||||||||
Notes converted | 0 | |||||||||||
Principal Balance, ending | 0 | 10,500,000 | 0 | |||||||||
Less: remaining discount | (2,936,952) | |||||||||||
Promissory Notes, net of discount | 7,563,048 | |||||||||||
Convertible Debt | Crowdex Note (related party) | ||||||||||||
Debt Instrument, Principal [Roll Forward] | ||||||||||||
Principal Balance, beginning | 0 | |||||||||||
New Notes | 0 | |||||||||||
Notes assigned or exchanged | 250,000 | |||||||||||
Notes converted | 0 | |||||||||||
Principal Balance, ending | $ 0 | 250,000 | $ 0 | |||||||||
Less: remaining discount | 0 | |||||||||||
Promissory Notes, net of discount | $ 250,000 |
CONVERTIBLE NOTES - October 201
CONVERTIBLE NOTES - October 2016 Convertible Notes - Additional Information (Details) - Convertible Debt - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 4,956,745 | |||
October 2016 Convertible Notes | ||||
Class Of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 330,000 | |||
Accrued interest | $ 136,927 | |||
Stated interest rate | 6.00% | |||
Percent of average of two lowest volume weighted average prices | 80.00% | |||
Debt instrument, convertible, conversion price, milestone percentage one | 50.00% | |||
October 2016 Convertible Notes | Maximum | ||||
Class Of Stock [Line Items] | ||||
Stated interest rate | 24.00% |
CONVERTIBLE NOTES - St. George
CONVERTIBLE NOTES - St. George Convertible Note - Additional Information (Details) - Convertible Debt - 2017 St. George Convertible Note - USD ($) shares in Billions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | ||||
Aggregate principal amount of notes outstanding | $ 1,099,233 | $ 1,700,000 | ||
Note conversions | $ 0 | $ 309,070 | ||
Debt conversion, converted instrument, shares issued (in shares) | 1.1 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Debt Conversions (Details) - Convertible Debt - USD ($) | Oct. 22, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 |
2017 St. George Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Principal Converted | $ 54,000 | $ 89,000 | $ 59,320 | $ 106,750 | $ 309,070 | |||||
Common Shares Issued | 540,000,000 | 457,222,222 | 86,636,364 | 58,503,244 | 1,142,361,830 | |||||
Baybridge Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Principal Converted | $ 16,900 | $ 86,000 | $ 88,500 | $ 90,500 | $ 0 | $ 281,900 | ||||
Interest Converted | $ 789 | $ 2,261 | $ 2,079 | $ 3,278 | $ 8,407 | |||||
Common Shares Issued | 176,886,700 | 616,247,346 | 141,822,223 | 47,400,806 | 982,357,075 | |||||
Bellridge Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Principal Converted | $ 226,000 | $ 45,000 | $ 41,000 | $ 89,000 | $ 47,385 | $ 65,615 | 45,000 | $ 243,000 | $ 288,000 | |
Interest Converted | $ 51,000 | $ 2,133 | $ 5,404 | $ 9,779 | $ 3,874 | $ 4,507 | $ 25,697 | $ 25,697 | $ 25,697 | |
Common Shares Issued | 471,328,800 | 464,037,300 | 529,061,862 | 68,142,087 | 38,696,339 | 1,571,266,388 | 1,571,266,388 | 1,571,266,388 | ||
Power Up Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Principal Converted | $ 28,080 | $ 14,600 | $ 42,500 | $ 182,500 | $ 0 | $ 267,680 | ||||
Interest Converted | $ 1,700 | $ 7,300 | $ 9,000 | |||||||
Common Shares Issued | 280,800,000 | 155,824,176 | 47,155,556 | 95,014,902 | 578,794,634 | |||||
GS Capital Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Principal Converted | $ 11,350 | $ 57,718 | $ 15,000 | $ 84,068 | $ 84,068 | |||||
Interest Converted | $ 719 | $ 4,284 | $ 763 | $ 5,766 | $ 5,766 | |||||
Common Shares Issued | 120,697,800 | 335,425,736 | 17,321,692 | 473,445,228 | 473,445,228 |
CONVERTIBLE NOTES - BayBridge C
CONVERTIBLE NOTES - BayBridge Convertible Note - Additional Information (Details) - Baybridge Convertible Note - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 22, 2019 | |
Class Of Stock [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 829,000 | ||||||
Accrued interest | 97,000 | ||||||
Stated interest rate | 12.00% | ||||||
Minimum | |||||||
Class Of Stock [Line Items] | |||||||
Conversion price (in dollars per share) | $ 0.0005 | ||||||
Debt conversion, average lowest closing price | 65.00% | ||||||
Maximum | |||||||
Class Of Stock [Line Items] | |||||||
Conversion price (in dollars per share) | $ 0.15 | ||||||
Debt conversion, average lowest closing price | 70.00% | ||||||
Convertible Debt | |||||||
Class Of Stock [Line Items] | |||||||
Aggregate principal amount of notes outstanding | 1,160,000 | ||||||
Unamortized discount | $ 408,333 | $ 0 | $ 408,333 | $ 234,000 | |||
Note conversions | 16,900 | $ 86,000 | $ 88,500 | $ 90,500 | $ 0 | 281,900 | |
Interest Converted | $ 789 | $ 2,261 | $ 2,079 | $ 3,278 | $ 8,407 | ||
Debt conversion, converted instrument, shares issued (in shares) | 176,886,700 | 616,247,346 | 141,822,223 | 47,400,806 | 982,357,075 |
CONVERTIBLE NOTES - Bellridge C
CONVERTIBLE NOTES - Bellridge Convertible Note - Additional Information (Details) - USD ($) | Oct. 22, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2018 |
Bellridge Convertible Note | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate principal amount of notes outstanding | $ 455,000 | |||||||||
Accrued interest | $ 40,863 | |||||||||
Bellridge Convertible Note | Convertible Debt | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Note conversions | $ 226,000 | $ 45,000 | $ 41,000 | $ 89,000 | $ 47,385 | $ 65,615 | $ 45,000 | $ 243,000 | $ 288,000 | |
Interest converted to principal | $ 51,000 | 2,133 | 5,404 | 9,779 | 3,874 | 4,507 | 25,697 | 25,697 | 25,697 | |
Unamortized discount | 382,500 | 0 | 382,500 | |||||||
Debt, principal | 288,000 | 288,000 | 288,000 | |||||||
Proceeds from issuance of debt | 0 | 510,000 | ||||||||
Ownership of outstanding stock, percentage | 4.99% | |||||||||
Interest Converted | $ 51,000 | $ 2,133 | $ 5,404 | $ 9,779 | $ 3,874 | $ 4,507 | $ 25,697 | $ 25,697 | $ 25,697 | |
Debt conversion, converted instrument, shares issued (in shares) | 471,328,800 | 464,037,300 | 529,061,862 | 68,142,087 | 38,696,339 | 1,571,266,388 | 1,571,266,388 | 1,571,266,388 | ||
Repayments of short-term debt | $ 0 | $ 0 | ||||||||
Bellridge Convertible Note Exchange Note | Convertible Debt | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate principal amount of notes outstanding | $ 450,000 | |||||||||
Stated interest rate | 10.00% | |||||||||
Debt instrument, maturity date | Oct. 22, 2020 | |||||||||
Conversion price (in dollars per share) | $ 0.0005 | |||||||||
Debt conversion, average lowest closing price | 70.00% | |||||||||
Measurement period after conversion date | 10 days | |||||||||
Unamortized discount | $ 173,000 | |||||||||
Bellridge Convertible Note Promissory Note | Convertible Debt | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stated interest rate | 10.00% | |||||||||
Debt instrument, maturity date | Oct. 22, 2020 | |||||||||
Conversion price (in dollars per share) | $ 0.0005 | |||||||||
Debt conversion, average lowest closing price | 70.00% | |||||||||
Measurement period after conversion date | 10 days | |||||||||
Unamortized discount | $ 20,000 | |||||||||
Debt, principal | 60,000 | |||||||||
Proceeds from issuance of debt | $ 40,000 |
CONVERTIBLE NOTES - PowerUp Con
CONVERTIBLE NOTES - PowerUp Convertible Note - Additional Information (Details) - Convertible Debt - Power Up Convertible Note - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 376,000 | $ 376,000 | $ 376,000 | ||||
Debt conversion, average lowest closing price | 65.00% | ||||||
Measurement period after conversion date | 10 days | ||||||
Ownership of outstanding stock, percentage | 4.99% | ||||||
Note conversions | $ 28,080 | $ 14,600 | $ 42,500 | $ 182,500 | $ 0 | $ 267,680 | |
Interest redocumented as principal | $ 1,700 | $ 7,300 | $ 9,000 | ||||
Debt conversion, converted instrument, shares issued (in shares) | 280,800,000 | 155,824,176 | 47,155,556 | 95,014,902 | 578,794,634 | ||
Repayments of short-term debt | $ 0 |
CONVERTIBLE NOTES - Widjaja Con
CONVERTIBLE NOTES - Widjaja Convertible Note - Additional Information (Details) - Convertible Debt - Widjaja Convertible Note - USD ($) | Jan. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Short Term Debt [Line Items] | |||
Debt instrument, face amount sold and issued | $ 330,000 | ||
Proceeds from issuance of debt | $ 330,000 | $ 0 | $ 330,000 |
Stated interest rate | 12.00% | ||
Percent of average of two lowest volume weighted average prices | 80.00% | ||
Measurement period after conversion date | 5 days | ||
Ownership of outstanding stock, percentage | 19.99% | ||
Note conversions | 0 | 0 | |
Interest converted to principal | 0 | 0 | |
Repayments of short-term debt | $ 0 | $ 0 |
CONVERTIBLE NOTES - GS Capital
CONVERTIBLE NOTES - GS Capital Convertible Note - Additional Information (Details) - USD ($) | Feb. 22, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Aug. 26, 2019 |
Short Term Debt [Line Items] | |||||||
Payments of financing costs | $ 7,500 | ||||||
Convertible Debt | GS Capital Convertible Note | |||||||
Short Term Debt [Line Items] | |||||||
Payments of financing costs | $ 6,000 | ||||||
Pre-penalty amount | $ 27,000 | ||||||
Stated interest rate | 8.00% | ||||||
Percent of average of two lowest volume weighted average prices | 65.00% | ||||||
Measurement period after conversion date | 10 days | ||||||
Ownership of outstanding stock, percentage | 4.99% | ||||||
Note conversions | $ 11,350 | $ 57,718 | $ 15,000 | $ 84,068 | 84,068 | ||
Interest converted to principal | $ 719 | $ 4,284 | $ 763 | $ 5,766 | $ 5,766 | ||
Debt conversion, converted instrument, shares issued (in shares) | 120,697,800 | 335,425,736 | 17,321,692 | 473,445,228 | 473,445,228 | ||
Repayments of short-term debt | $ 0 | ||||||
GS Capital Partners, LLC | Convertible Debt | |||||||
Short Term Debt [Line Items] | |||||||
Aggregate principal amount of notes outstanding | $ 108,000 | $ 70,500 | |||||
Proceeds from issuance of debt | $ 75,000 |
CONVERTIBLE NOTES - Penumbra Co
CONVERTIBLE NOTES - Penumbra Convertible Note - Additional Information (Details) - USD ($) | Jun. 09, 2020 | Aug. 02, 2019 |
Short Term Debt [Line Items] | ||
Default interest rate | 10.50% | |
Penumbra Convertible Promissory Note | ||
Short Term Debt [Line Items] | ||
Aggregate principal amount of notes outstanding | $ 250,000 | |
Proceeds from issuance of debt | $ 250,000 | |
Debt instrument, maturity date | Jun. 9, 2021 | |
Stated interest rate | 6.00% | |
Default interest rate | 18.00% | |
Conversion price (in dollars per share) | $ 0.0001 |
CONVERTIBLE NOTES - Crowdex Con
CONVERTIBLE NOTES - Crowdex Convertible Note - Additional Information (Details) - USD ($) | Sep. 25, 2020 | Dec. 31, 2020 | Aug. 02, 2019 |
Short Term Debt [Line Items] | |||
Default interest rate | 10.50% | ||
Crowdex Convertible Note | |||
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 250,000 | ||
Accrued interest | $ 8,425 | ||
Debt instrument, maturity date | Jun. 9, 2021 | ||
Stated interest rate | 6.00% | ||
Default interest rate | 18.00% | ||
Conversion price (in dollars per share) | $ 0.0001 |
CONVERTIBLE NOTES - BD 1 Conver
CONVERTIBLE NOTES - BD 1 Convertible Note - Additional Information (Details) | Dec. 18, 2020USD ($)debt_instrument$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 22, 2019USD ($) | Dec. 31, 2018USD ($) |
Short Term Debt [Line Items] | |||||
Interest expense | $ 438,063 | ||||
BD1 Exchange Agreement | BD 1 Investment Holding LLC | |||||
Short Term Debt [Line Items] | |||||
Agreement entered date | Dec. 18, 2020 | ||||
Conversion price (in dollars per share) | $ / shares | $ 0.0001 | ||||
Debt conversion, converted instrument, shares issued | shares | 105,000,000,000 | ||||
St. George Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 2,160,000 | ||||
Interest expense | 417,000 | ||||
Investor 1 Promissory Notes | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 495,000 | ||||
Interest expense | 187,000 | ||||
Investor 2 Promissory Notes | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 650,000 | ||||
Interest expense | 86,000 | ||||
October 2016 Convertible Notes | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 330,000 | ||||
Interest expense | 79,000 | ||||
2017 St. George Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 618,000 | ||||
Baybridge Convertible Note | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 829,000 | ||||
Baybridge Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 941,000 | ||||
Interest expense | 152,000 | ||||
Bellridge Convertible Note | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 455,000 | ||||
Bellridge Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 677,000 | ||||
Interest expense | 121,000 | ||||
Power Up Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 107,000 | ||||
Interest expense | 16,000 | ||||
Widjaja Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 330,000 | ||||
Interest expense | 68,000 | ||||
GS Capital Convertible Note | BD 1 | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | 170,000 | ||||
Interest expense | $ 19,000 | ||||
Promissory Note | BD1 Exchange Agreement | BD 1 Investment Holding LLC | |||||
Short Term Debt [Line Items] | |||||
Repurchase amount | $ 10,400,000 | ||||
Unsecured Convertible Notes | BD1 Exchange Agreement | BD 1 Investment Holding LLC | |||||
Short Term Debt [Line Items] | |||||
Aggregate principal amount of notes outstanding | $ 10,500,000 | ||||
Number of unsecured convertible notes | debt_instrument | 2 | ||||
Debt instrument, maturity date | Dec. 18, 2025 |
DERIVATIVE LIABILITIES - Deriva
DERIVATIVE LIABILITIES - Derivative Liability Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Derivative Liability, Beginning Balance | $ 7,717,150 | $ 10,114,452 |
Additional derivative liability on new notes | 447,903 | 4,507,380 |
Change in fair value of derivative liability | (2,861,069) | (6,196,026) |
Liability extinguished | (708,656) | |
Derivative Liability, Ending Balance | $ 5,303,984 | $ 7,717,150 |
DERIVATIVE LIABILITIES - Additi
DERIVATIVE LIABILITIES - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 09, 2020USD ($) | Dec. 31, 2018USD ($) | |
Embedded Derivative [Line Items] | ||||
Derivative liability | $ 5,303,984 | $ 7,717,150 | $ 10,114,452 | |
Gain (loss) on embedded derivative, net | (2,861,069) | (6,196,026) | ||
Convertible Debt | Global Ichiban Limited | ||||
Embedded Derivative [Line Items] | ||||
Derivative liability | 2,010,975 | |||
Fair value of embedded derivative | 5,303,984 | |||
Convertible Debt | Global Ichiban Limited | GI Exchange Note | ||||
Embedded Derivative [Line Items] | ||||
Derivative liability | $ 447,903 | |||
Convertible Debt | BD 1 | ||||
Embedded Derivative [Line Items] | ||||
Derivative liability | $ 5,706,175 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Global Ichiban Limited | ||||
Embedded Derivative [Line Items] | ||||
Gain (loss) on embedded derivative, net | (2,845,106) | |||
Embedded Derivative Financial Instruments | Convertible Debt | BD 1 | ||||
Embedded Derivative [Line Items] | ||||
Gain (loss) on embedded derivative, net | $ 5,706,175 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | Global Ichiban Limited | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.62 | 0.46 | ||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | Global Ichiban Limited | GI Exchange Note | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.49 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | BD 1 | Minimum | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.42 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Price Volatility | BD 1 | Maximum | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.46 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | Global Ichiban Limited | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.12 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | Global Ichiban Limited | GI Exchange Note | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.0152 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Discount Rate | BD 1 | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0.12 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | Global Ichiban Limited | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0 | 0 | ||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | Global Ichiban Limited | GI Exchange Note | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0 | |||
Embedded Derivative Financial Instruments | Convertible Debt | Measurement Input, Expected Dividend Rate | BD 1 | ||||
Embedded Derivative [Line Items] | ||||
Debt instrument, measurement input | 0 |
SERIES A PREFERRED STOCK - Addi
SERIES A PREFERRED STOCK - Additional Information (Details) - USD ($) | Aug. 31, 2013 | Jun. 30, 2013 | Jun. 17, 2013 | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | |||||
Preferred stock, value, issued | $ 5 | $ 5 | |||
Series A Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 625,000 | 750,000 | 125,000 | 48,100 | 48,100 |
Share price (in dollars per share) | $ 8 | ||||
Preferred stock, value, issued | $ 6,000,000 | ||||
Preferred stock, dividend rate | 8.00% | ||||
Preferred stock, dividend, make-whole dividend rate to market value | 10.00% | ||||
Preferred stock, dividend issuance term | 4 years | ||||
Preferred stock, redemption, term, required make-whole dividend | 4 years | ||||
Preferred stock, conversion, required common share price (in dollars per share) | $ 232 | ||||
Preferred stock, conversion, required common share price, term | 20 days | ||||
Preferred stock redemption price per share | $ 8 | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 | ||||
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 | |||
Accrued and unpaid dividends | $ 367,965 | ||||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of securities called by warrants (in shares) | 10,938 | 13,125 | 2,187 | ||
Proceeds from issuance of preferred stock | $ 5,000,000 | $ 1,000,000 | |||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 |
SERIES 1A PREFERRED STOCK - Add
SERIES 1A PREFERRED STOCK - Additional Information (Details) - Series 1A Preferred Stock - USD ($) | Dec. 31, 2020 | Sep. 22, 2020 | Nov. 30, 2020 |
Series 1A SPA | Crowdex Investments, LLC | |||
Class Of Stock [Line Items] | |||
Number of shares sold | 500 | ||
Private Placement | Securities Purchase Agreement | Crowdex Investments, LLC | |||
Class Of Stock [Line Items] | |||
Agreement entered date | Sep. 22, 2020 | ||
Stock purchase agreement, authorized amount | $ 5,000,000 | ||
Private Placement | Initial Closing Under Securities Purchase Agreement | |||
Class Of Stock [Line Items] | |||
Debt conversion, converted instrument, shares issued | 12,000,000,000 | ||
Private Placement | Initial Closing Under Securities Purchase Agreement | Crowdex Investments, LLC | |||
Class Of Stock [Line Items] | |||
Number of shares sold | 2,000 | ||
Gross proceeds from issuance of private placement | $ 2,000,000 | ||
Debt conversion, converted instrument, shares issued | 1,200 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 20,000,000,000 | 20,000,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding (in shares) | 18,102,583,473 | 4,759,161,650 |
Common stock, number of votes per share | vote | 1 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Stock by Class (Details) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Series 1A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 5,000 | |
Preferred stock, shares outstanding (in shares) | 1,300 | |
Series B-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series B-2 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 3,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series D-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,800 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series F Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 7,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series G Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series H Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 2,500 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series I Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series J Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,350 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series J-1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 1,000 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Series K Preferred Stock | ||
Class Of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 20,000 | |
Preferred stock, shares outstanding (in shares) | 0 |
EQUITY PLANS AND SHARE-BASED _3
EQUITY PLANS AND SHARE-BASED COMPENSATION - Share-based Compensation Cost by Line Item (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |
Total share-based compensation cost | $ 21,000 |
Selling, general, administrative | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |
Total share-based compensation cost | $ 21,000 |
EQUITY PLANS AND SHARE-BASED _4
EQUITY PLANS AND SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | $ 21,000 | |
Option granted | 0 | 0 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | $ 0 | $ 21,000 |
Unvested stock options | 0 | |
Vested and expected to vest shares (in shares) | 97 | |
Number of shares available for grant (in shares) | 120 | |
Restricted Stock Units and Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation cost | $ 0 | $ 0 |
Number of shares available for grant (in shares) | 496 | |
Granted | 0 | 0 |
Unrecognized share-based compensation expense | $ 0 | |
Expected to vest | 0 |
EQUITY PLANS AND SHARE-BASED _5
EQUITY PLANS AND SHARE-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Option Shares | |||
Outstanding, beginning balance (in shares) | 97 | 110 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Canceled (in shares) | (13) | ||
Outstanding, ending balance (in shares) | 97 | 110 | |
Outstanding and Exercisable, ending balance (in shares) | 97 | ||
Weighted Average Remaining Contractual Life in Years | |||
Outstanding | 5 years 2 months 4 days | 5 years 2 months 4 days | |
Outstanding and Exercisable | 4 years 5 months 4 days |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN - Additional Information (Details) - SBA PPP - Vectra - USD ($) | Apr. 17, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding loan balance | $ 193,200 | |
Accrued interest | $ 1,366 | |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Proceeds from issuance of debt | $ 193,200 | |
Debt instrument, term | 2 years | |
Debt instrument, maturity date | Apr. 17, 2022 | |
Debt instrument, payment terms | Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, limitations on use | $ 291,700,000 | |
Valuation allowance | 72,555,000 | $ 73,552,000 |
Increase (decrease) in valuation allowance | (1,000,000) | |
Uncertain tax positions | $ 0 | |
Accrued interest and penalties related to uncertain tax positions | 0 | |
Tax Year 2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 233,600,000 | |
Indefinitely | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 58,100,000 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Accrued Expenses | $ 22,000 | $ 14,000 |
Inventory Allowance | 137,000 | 134,000 |
Other | 10,000 | 11,000 |
Operating Lease Liability | 1,183,000 | |
Stock Based Compensation-Stock Options and Restricted Stock | 951,000 | |
Tax effect of NOL carryforward | 72,307,000 | 68,886,000 |
Depreciation | 355,000 | 3,736,000 |
Warranty reserve | 3,000 | 6,000 |
Gross Deferred Tax Asset | 74,017,000 | 73,738,000 |
Valuation Allowance | (72,555,000) | (73,552,000) |
Net Deferred Tax Asset | 1,462,000 | 186,000 |
Operating lease right-of-use asset, net | (1,287,000) | |
Amortization | (175,000) | (186,000) |
Net Deferred Tax Liability | $ (1,462,000) | $ (186,000) |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State statutory rate | 6.90% | 4.10% |
Change in rate | (11.00%) | |
Permanent tax differences | 3.70% | (0.30%) |
Derivative/Warrant Revaluation | (30.90%) | 26.70% |
Debt Discount | 1.60% | (0.70%) |
Deferred true-ups | 48.90% | (7.30%) |
Change in valuation allowance | (51.20%) | (32.50%) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | Sep. 23, 2020 | Sep. 11, 2020 | May 31, 2019 | Jul. 29, 2020 |
Mortgage Holder | Buildings | ||||
Loss Contingencies [Line Items] | ||||
Price of building | $ 7,193,000 | |||
Vendor | Settlement Agreement | ||||
Loss Contingencies [Line Items] | ||||
Agreement entered date | Sep. 11, 2020 | |||
Unpaid fees related interest charges | $ 1,200,000 | |||
Amount paid as full and final settlement | $ 120,000 |
RETIREMENT PLAN - Additional In
RETIREMENT PLAN - Additional Information (Details) - USD ($) | Jul. 01, 2006 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Contribution Plan [Line Items] | |||
Employee minimum age | 21 years | ||
Percent of employer contribution | 100.00% | ||
Percent of employee contribution that employer will match | 6.00% | ||
Employer discretionary contribution amount | $ 0 | $ 37,000 | |
Employees Hired Before January 1, 2010 | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 100.00% | ||
Employees Hired After January 1, 2010 | |||
Defined Contribution Plan [Line Items] | |||
Annual vesting percentage | 33.33% | ||
Vesting period | 3 years |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) | Mar. 09, 2021 | Mar. 04, 2021 | Jan. 05, 2021 | Dec. 09, 2020 |
Global Ichiban Limited | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, converted instrument, shares issued | 872,093,023 | |||
Subsequent Event | Tranche 2 SPA | TubeSolar AG | Series 1A Preferred Stock | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 2,500 | |||
Gross proceeds from issuance of private placement | $ 2,500,000 | |||
Subsequent Event | Common Stock Purchase Agreement | Baybridge Capital Fund, LP | Private Placement | ||||
Subsequent Event [Line Items] | ||||
Agreement entered date | Mar. 4, 2021 | |||
Stock purchase agreement, authorized shares | 75,000,000 | |||
Sale of shares, fixed price per share | $ 0.04 | |||
Gross proceeds from sale of shares | $ 3,000,000 | |||
Subsequent Event | Settlement Agreement | Global Ichiban Limited | Secured Convertible Promissory Notes | ||||
Subsequent Event [Line Items] | ||||
Agreement entered date | Mar. 9, 2021 | |||
Debt conversion of outstanding secured promissory note | $ 5,800,000 | |||
Debt conversion, average lowest closing price | 80.00% | |||
Number of days period in consideration of conversion of the notes | 5 days | |||
Debt instrument, maturity date | Sep. 30, 2022 | |||
Subsequent Event | Settlement Agreement | Global Ichiban Limited | Secured Convertible Promissory Notes | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Debt conversion, converted instrument, shares issued | 168,000,000 |