| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates in the accompanying financial statements include
the allowance for credit losses (CECL),
valuation of inventory and standard cost allocations, depreciable lives of property and equipment, valuation of contingent consideration
liability, valuation of intangible assets, estimates of loss contingencies, estimates of the valuation of lease liabilities and the related
right of use assets, valuation of share-based costs, and the valuation allowance on deferred tax assets. CONCENTRATIONS Credit Risk Financial instruments that potentially subject
us to concentrations of credit risk consist of cash and accounts receivable. The Company maintains its
cash in banks and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any
losses in such accounts from inception through December 31, 2023. As of December 31, 2023, approximately $ 10.9 On March 10, 2023, Silicon
Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which immediately appointed
the Federal Deposit Insurance Corporation (“FDIC”) as receiver. All deposits and substantially all the asset of SVB were transferred
to Silicon Valley Bridge Bank, N.A. (“SVBB”), which is no longer affiliated with SVB. The Company has full access to all of
its deposited funds with SVBB and has opened accounts with Bank of America as well for its operations. Major Customers The Company continually assesses
the financial strength of its customers. For the year ended December 31, 2023, three customer accounted for 37 16 10 11 11 10 10 10 30 15 11 80 62 CASH For the purposes of the statements
of cash flows, the Company considers all liquid investments with an original maturity of three months or less when purchased to be cash
equivalents. There were no FOREIGN CURRENCY TRANSLATION The Company’s reporting
currency is U.S. dollars. The functional currency of the Company is the U.S. dollar. The functional currency of Amiga is the Serbian
Dinar. The Company translates the assets and liabilities of Amiga at the exchange rates in effect on the balance sheet date. The
Company translates the revenue, costs, and expenses of Amiga at the average rate of exchange rates in effect during the period. The
Company includes translation gains and losses in the stockholders’ equity section of the Company’s consolidated balance
sheet in accumulated other comprehensive income or loss. Transactions undertaken in other currencies are translated using the
exchange rate in effect as of the transaction date and any exchange gains and losses resulting from these transactions are included
in the consolidated statements of operations. The translation gain for the period was $ 0.6 FAIR VALUE MEASUREMENTS The fair value of assets and
liabilities are based on 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 maximize the use of observable inputs and minimize the use of unobservable inputs.
We use a fair value hierarchy with 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. The Company’s financial
instruments such as accounts receivable, net, accounts payable, and accrued expenses are carried
at historical cost basis. At December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the
short-term nature of these instruments. ACCOUNTS RECEIVABLE In 2023, the Company adopted
Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects
expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information
to calculate credit loss estimates. This update did not have a significant impact on the Company’s consolidated financial statements.
The Company does business and extends credit based on an evaluation of each customer’s financial condition, generally without requiring
collateral. Management reviews accounts receivable on a periodic basis to determine if any receivables may become uncollectible. Management’s
evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts,
dialogue with the customer, the financial profile of a customer, our historical write-off experience, net of recoveries, and economic
conditions. Exposure to losses on receivables is expected to vary by customer due to the financial condition of each customer. The Company
estimates future credit losses based on the age of customer receivable balances, collection history and forecasted economic trends. The
Company monitors exposure to credit losses and maintains allowances for anticipated losses considered necessary under the circumstances.
The allowance for expected credit losses was $ 0.4
1.0 0.5 no INVENTORY Inventory is stated at the
lower of cost and net realizable value. Cost is determined using the first-in, first-out method of accounting. Inventory costs primarily
relate to purchased raw materials and components used in the manufacturing of our products, work in process for products being manufactured,
and finished goods. Included in these costs are direct labor and certain manufacturing overhead costs associated with normal capacity
in the manufacturing process. The Company regularly reviews inventory components and quantities on hand and performs annual physical inventory
counts. PROPERTY, EQUIPMENT AND DEPRECIATION Property and equipment is
recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of
3 to 7 years Long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. There were no events triggering a review for impairment during
the year ended December 31, 2023. LEASES At the inception of a contract
the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract
involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use
of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company allocates the consideration
in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected
to not recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. BUSINESS COMBINATION The purchase price of an acquisition
is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition
date. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets assumed, such excess
is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including
discounted cash flows and estimates made by management. The Company records the net assets and results of operations of an acquired entity
from the acquisition date. Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Assets acquired, including
identifiable intangible assets, are recorded at fair value upon acquisition and are carried at cost less accumulated amortization. Identifiable
intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives except for customer relationships,
for which the amortization is recorded on an accelerated method over the estimate useful life. Contingent consideration liability
is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent consideration liability
are recognized in operating expenses in the statement of operations. Contingent consideration liability related to the acquisition consists
of commercial milestone payments and are valued using a Monte Carlo simulation. The fair value of commercial milestone payments reflects
management’s estimates of discount rates and probability of achieving certain milestones. FINITE-LIVED INTANGIBLE ASSETS Administrative costs for patents are accumulated on the balance sheet as a patent asset until such
time as a patent is issued. The costs of these intangible assets are classified as a long-term asset and amortized on a straight-line
basis over the legal life of such asset, which is typically 20 GOODWILL Goodwill represents the excess
of the purchase prices of an acquired business over the fair value of the underlying net tangible and intangible assets. The Company is
required to assess goodwill for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Such assessment
is performed at the reporting unit level, for which the Company has one. The Company first assesses qualitative factors to determine whether
it is necessary to perform the quantitative goodwill impairment test, including macroeconomic conditions, industry and market considerations,
and our overall financial performance. If, after completing the qualitative assessment, it is determined it is more likely than not that
the estimated fair value is greater than the carrying value, the Company concludes no impairment exists. Alternatively, if the Company
determines in the qualitative assessment, it is more likely than not that the fair value is less than its carrying value, then the Company
performs a quantitative goodwill impairment test to identify both the existence of an impairment and the amount of impairment loss, by
comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting
unit is less than the carrying value, then a goodwill impairment charge is recognized in the amount by which the carrying amount exceeds
the fair value, limited to the total amount of goodwill allocated to that reporting unit. The goodwill annual assessment test is performed
in the fourth quarter of every year or when an event occurs, or circumstances change such that it is reasonably possible that an impairment
may exist. There were no such triggering events during the year ended December 31, 2023 and the annual testing was performed in the fourth
quarter with no impairment identified. REVENUE RECOGNITION Revenue is recognized by applying
the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine
the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy
a performance obligation. Revenues are primarily derived
from the direct sales of manufactured products. Revenues may also consist of maintenance fees for the maintenance of previously sold products
and revenues from sales of professional services. Revenues from inventoried
product are recognized upon the final delivery of such product to the customer or when legal transfer of ownership takes place. Revenue
values are fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically
obligated to make payment for such products within a 30 to 45-day period after delivery. Revenues from
maintenance fees for services provided by the Company are recognized equally over the period of the maintenance term. Revenue values are
fixed price arrangements determined at the time an order is placed or a contract is entered into. The customer is typically obligated
to make payment for the service in advance of the maintenance period. Extended maintenance or warranty
services, where the customer has the option to purchase this extension as a separate purchase option, are considered a separate performance
obligation. If the Company does not control the extended services, in terms of having the responsibility for fulfillment of the obligation
or the option to choose who will perform the services, the Company is acting as an agent and would report the revenues on a net basis. Revenues from professional
services such as relocations, charger replacements or out of warranty repairs are recognized when services are performed. Revenue values
are based upon fixed fee arrangements or hourly fee-based arrangements with agreed hourly rates of service categories in line with expertise
requirements. These services are billed to a customer as such services are provided and the customer will be obligated to make payments
for such services typically within a 30 to45-day period. Revenue is recorded net of
discounts and sales taxes collected on behalf of governmental authorities; shipping and handling fees billed to customers are recorded
as revenues. Any deposits received from
a customer prior to delivery of the purchased product or monies paid prior to the period for which a service is provided are accounted
for as deferred revenue on the balance sheet. The Company generally provides
a standard one-year warranty on its EV charging infrastructure products for materials and workmanship but may provide multiple year warranties
as negotiated, and it will pass on the warranties from its vendors, if any, which generally covers this one-year period. The Company accrues
for product warranties when the loss is probable and can be reasonably estimated. During the year-ended December 31, 2023, the Company
recorded a $ 0.1 0.1 0.2 0.1 COST OF REVENUES The Company records direct
material and component costs, direct labor and associated benefits, and manufacturing overhead costs such as supervision, manufacturing
equipment depreciation, rent, and utility costs, all of which are included in inventory prior to a sale, as costs of revenues. The Company
further includes shipping and handling costs as cost of revenues. RESEARCH AND DEVELOPMENT Expenditures for research
and development of the Company’s products are expensed when incurred and are included in operating expenses. The Company recognized
research and development costs of $ 2.3 1.2 ADVERTISING The Company conducts advertising
for the promotion of its products and services. Advertising costs are charged to operations and included in operating expenses when incurred.
Such amounts aggregated $ 0.3 0.2 STOCK-BASED COMPENSATION Compensation expense related
to stock awards is measured at estimated fair market value and the expense is amortized over the vesting period using the straight-line
attribution method and expense for performance based stock grants is amortized over the service period. The Company estimates the
fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred,
as a reversal of share-based compensation expense related to awards that will not vest. The fair value of restricted stock units is determined
based on the closing market price of the Company’s common stock on the grant date. Compensation expense for time-based restricted
stock units (RSUs) is recognized ratably over the vesting period. A portion of RSUs granted contain performance conditions for vesting
tied to specific company goals, such as gross margin and revenue targets (PSUs). For the purpose of measuring compensation expense of
PSUs, the number of shares expected to vest is estimated at each reporting date based on management’s expectations regarding the
relevant performance criteria. INCOME TAXES The Company accounts for income
taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability
approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that
the net deferred asset will not be realized. The benefit of a tax position
is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more
likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if
any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement
with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured
as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions
are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits.
All tax returns will remain open for examination by the federal and state taxing authorities for three and four years, respectively, from
the date of utilization of any net operating loss carryforwards. The Company has received no notice of audit from the IRS for any of the
open tax years. NET LOSS PER SHARE Basic net loss per share is
computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted
net loss per common share is computed using the weighted average number of common stock outstanding for the period, and, if dilutive,
potential common stock outstanding during the period. Potential common stock consists of the incremental shares of common stock issuable
upon the exercise of stock options, stock warrants, convertible debt instruments or other common stock equivalents. Potentially dilutive
securities are excluded from the computation if their effect is anti-dilutive. The following shares were
not included in the computation of diluted loss per share for the years ended December 31, 2023 and 2022 because the effects would have
been anti-dilutive. These options and warrants may dilute future earnings per share.
Schedule of anti-dilutive
December 31,
2023 2022
Stock Options 481,858 336,758
Warrants 610,745 440,204
Restricted Stock Units 213,750 213,750
Total Shares 1,306,353 990,712 COMMITMENTS AND CONTINGENCIES Certain conditions may exist
as of the date the financial statements are issued which may result in a loss to the Company, but which will only be resolved when one
or more future events occur or fail to occur. Company management and its legal counsel assess such contingent liabilities, and such assessment
inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of
any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can
be reasonably estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment
indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably
estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would
be disclosed. The Company does not include legal costs in its estimates of amounts to accrue. SEGMENTS The Company assesses its segment reporting based on how it internally
manages and reports the results of its business to its chief operating decision maker. Our financial results are reported in one operating
and reportable business segment. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted pronouncement In June 2016, the FASB issued
ASU 2016-13, Financial Instruments – Credit Losses Recent pronouncement not yet adopted In October 2023, the FASB issued ASU 2023-06, “Disclosure
Improvements” (“ASU 2023-06”), which amends the disclosure or presentation requirements
related to various subtopics in the FASB Accounting Standards Codification (the “Codification”) In December 2023, the FASB issued ASU No. 2023-09,
“ Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
