Cover
Cover | 12 Months Ended |
Dec. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Astro Aerospace Ltd. |
Entity Central Index Key | 0001425203 |
Document Type | S-1 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Filer Category | Non-accelerated Filer |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 38,517 | $ 1,159 |
Other Receivables | 75,781 | 60,517 |
Prepaids | 0 | 623 |
Total Current Assets | 114,298 | 62,299 |
Acquired In-Process Research and Development | 871,000 | 871,000 |
Deposits | 18,125 | 13,925 |
Total Assets | 1,003,423 | 947,224 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 376,392 | 265,604 |
8% Senior Secured Convertible Promissory Note, net of discount of $289,093 at December 31, 2019 | 688,166 | 694,431 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019, net of discount of $125,453 at December 31, 2019 | 121,691 | 24,093 |
Total Current Liabilities | 1,186,249 | 984,128 |
Long Term Liability | ||
Promissory Note from MAAB | 1,209,350 | 750,017 |
Total Liabilities | 2,395,599 | 1,734,145 |
Commitments and Contingencies (Notes 1, 16 and 17) | 0 | 0 |
Stockholders' Deficit | ||
Common Stock, $0.001 par value, 250,000,000 Shares Authorized, 5,724,258 and 4,880,115 shares Issued and Outstanding at December 31, 2020 and 2019 | 5,724 | 4,880 |
Accumulated Other Comprehensive Loss | (75,419) | (20,098) |
Accumulated Deficit | (11,502,721) | (10,316,875) |
Total Stockholders' Deficit | (1,392,176) | (786,921) |
Total Liabilities and Stockholders' Deficit | 1,003,423 | 947,224 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Convertible Preferred Stock | 156 | 156 |
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 124,844 | 124,844 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Convertible Preferred Stock | 10 | 10 |
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 7,156,204 | 7,156,204 |
Common Stock [Member] | ||
Stockholders' Deficit | ||
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | $ 2,899,026 | $ 2,263,958 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
8% Senior Secured Convertible Promissory Note, net of discount of $289,093 at December 31, 2019 | $ 123 | |
8% Senior Secured Convertible Promissory Note issued December 2, 2019, net of discount of $125,453 at December 31, 2019 | $ 125,453 | |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 5,724,258 | 4,880,115 |
Balance common stock, shares | 5,724,258 | 4,880,115 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 1,562,500 | 1,562,500 |
Balance preferred stock , shares | 1,562,500 | 1,562,500 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Balance preferred stock , shares | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Sales and Marketing | 115,833 | 232,084 |
General and Administrative | 296,279 | 369,538 |
Research and Development | 146,469 | 545,639 |
Total Operating Expenses | 558,581 | 1,147,261 |
Loss from Operations | (558,581) | (1,147,261) |
Other Expense (Income) | ||
Interest Expense, Net | 617,189 | 1,316,407 |
Bank and Financing Fees | 10,076 | 19,799 |
Miscellaneous Income | 0 | (178,394) |
Total Other Expense | 627,265 | 1,157,812 |
Loss Before Income Tax | (1,185,846) | (2,305,073) |
Income Tax | 0 | 0 |
Net Loss | (1,185,846) | (2,305,073) |
Less: Preferred Stock Dividends | 10,000 | 10,000 |
Net Loss Available to Common Stockholders | $ (1,195,846) | $ (2,315,073) |
Net Loss per Common Share: | ||
Basic | $ (0.22) | $ (0.49) |
Diluted | $ (0.22) | $ (0.49) |
Weighted Average Number of Common Shares Outstanding - Basic | 5,324,402 | 4,753,151 |
Weighted Average Number of Common Shares Outstanding - Diluted | 5,324,402 | 4,753,151 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Operations | ||
Net Loss | $ (1,185,846) | $ (2,305,073) |
Foreign Currency Translation Loss | (55,321) | (42,802) |
Comprehensive Loss | $ (1,241,167) | $ (2,347,875) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital [Member] | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) | Total [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member]Additional Paid-in Capital [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member]Additional Paid-in Capital [Member] |
Balance, shares at Dec. 31, 2018 | 4,620,596 | 1,562,500 | 10,000 | |||||||
Balance, amount at Dec. 31, 2018 | $ 4,621 | $ 901,161 | $ 22,704 | $ (8,011,802) | $ 197,898 | $ 156 | $ 124,844 | $ 10 | $ 7,156,204 | |
Issuance of Inducement common shares, shares | 10,417 | 20,500 | ||||||||
Issuance of Inducement common shares, amount | $ 10 | (10) | 0 | 0 | 0 | $ 0 | 0 | $ 0 | 0 | |
Partial Conversion of 8% Senior Secured Convertible Promissory Notes, shares | 229,102 | |||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes, amount | $ 229 | 657,018 | 0 | 0 | 657,247 | $ 0 | 0 | $ 0 | 0 | |
Fair Value of Warrants Issued with 8% Senior Secured Convertible Promissory Note - 2nd Tranche | 0 | 121,320 | 0 | 0 | 121,320 | 0 | 0 | 0 | 0 | |
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note - 2nd Tranche | 0 | 403,689 | 0 | 0 | 403,689 | 0 | 0 | 0 | 0 | |
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note - 12/2/2019 Note | $ 0 | 132,500 | 0 | 0 | 132,500 | $ 0 | 0 | $ 0 | 0 | |
Common Stock issued as Financing Fee for the Equity Purchase Agreement, shares | 20,000 | |||||||||
Common Stock issued as Financing Fee for the Equity Purchase Agreement, amount | $ 20 | 48,280 | 0 | 0 | 48,300 | $ 0 | 0 | $ 0 | 0 | |
Foreign Currency Translation Loss | $ (42,802) | 0 | 0 | (42,802) | 0 | (42,802) | 0 | 0 | 0 | 0 |
Net Loss | (2,305,073) | $ 0 | 0 | 0 | (2,305,073) | (2,305,073) | $ 0 | 0 | $ 0 | 0 |
Balance, shares at Dec. 31, 2019 | 4,880,115 | 1,562,500 | 10,000 | |||||||
Balance, amount at Dec. 31, 2019 | (786,921) | $ 4,880 | 2,263,958 | (20,098) | (10,316,875) | (786,921) | $ 156 | 124,844 | $ 10 | 7,156,204 |
Partial Conversion of 8% Senior Secured Convertible Promissory Notes, shares | 510,810 | |||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes, amount | $ 511 | 348,173 | 0 | 0 | 348,684 | $ 0 | 0 | $ 0 | 0 | |
Foreign Currency Translation Loss | (55,321) | 0 | 0 | (55,321) | 0 | (55,321) | 0 | 0 | 0 | 0 |
Net Loss | (1,185,846) | $ 0 | 0 | 0 | (1,185,846) | (1,185,846) | $ 0 | 0 | $ 0 | 0 |
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs of $20,500, shares | 333,333 | |||||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs of $20,500, amount | $ 333 | 286,895 | 0 | 0 | 287,228 | $ 0 | 0 | $ 0 | 0 | |
Balance, shares at Dec. 31, 2020 | 5,724,258 | 1,562,500 | 10,000 | |||||||
Balance, amount at Dec. 31, 2020 | $ (1,392,176) | $ 5,724 | $ 2,899,026 | $ (75,419) | $ (11,502,721) | $ (1,392,176) | $ 156 | $ 124,884 | $ 10 | $ 7,156,204 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow from Operating Activities: | ||
Net Loss | $ (1,185,846) | $ (2,305,073) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: | ||
Amortization of Note Discounts | 440,017 | 1,191,894 |
Changes in Operating Assets and Liabilities: | ||
Other Receivables | 24,844 | (27,860) |
Prepaids | 623 | 18,567 |
Deposits | (4,200) | 274 |
Accounts Payable and Accrued Liabilities | 110,788 | 171,652 |
Net Cash Used In Operating Activities | (613,774) | (950,546) |
Cash Flow from Financing Activities: | ||
Promissory Note from MAAB | 459,333 | 158,578 |
8% Senior Secured Convertible Promissory Note | 0 | 600,000 |
8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 0 | 125,000 |
Puts of Common Stock Under the Equity Purchase Agreement | 247,120 | 0 |
Issuance of Common Stock for Financing Fee | 0 | 48,300 |
Non-cash Financing Fee | 0 | 7,500 |
Net Cash Provided By Financing Activities | 706,453 | 939,378 |
Effect of Foreign Currency Translation Loss | (55,321) | (42,802) |
Net Increase (Decrease) in Cash | 37,358 | (53,970) |
Cash at the Beginning of the Year | 1,159 | 55,129 |
Cash at the End of the Year | 38,517 | 1,159 |
Cash Paid During The Year For | ||
Interest | 8,358 | 4,598 |
Taxes | 0 | 0 |
Supplemental Disclosures of Cash Flow Information: | ||
Conversion of 8% Senior Secured Conversion Promissory Notes into Common Stock | 348,684 | 657,247 |
Discounts Issued with 8% Senior Secured Convertible Promissory Notes | 0 | 606,827 |
Discounts Issued with 8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 0 | 149,546 |
Discounts Issued in Connection with Forbearance Agreement for 8% Senior Secured Convertible Promissory Notes | 0 | 257,135 |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note | 314,564 | 1,167,801 |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 125,453 | 24,093 |
Increase in Note and Additional Discount on 8% Senior Secured Convertible Promissory Note due to the Forbearance Agreement on June 30, 2020 | 25,471 | 0 |
Common Stock issued as Financing Fee for the Equity Purchase Agreement | 0 | 48,300 |
Reduction in MAAB Promissory Note from Section 16(a) Short Swing Profit Income | 0 | 178,394 |
Receivable Related to Puts of Common Stock Under the Equity Purchase Agreement | $ 40,108 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
NATURE OF OPERATIONS | |
NOTE 1 - NATURE OF OPERATIONS | Astro Aerospace Ltd. (“Astro” or the “Company”) and its wholly-owned subsidiary, is a developer of self-piloted and autonomous, manned and unmanned, eVTOL (Electric Vertical Take Off and Landing) aerial vehicles. The Company intends to provide the market with a mainstream mode of everyday, aerial transportation for both humans and cargo. Astro currently has a working prototype and is working on ALTA an updated version of the working prototype with engineering and mechanical improvements as well as pods which will be interchangeable with the frame allowing the unit to be used for cargo, passenger and other activities. Astro is the successor corporation to CPSM, Inc., which was primarily engaged in providing a full line pool and spa services, and pool resurfacing. On March 14, 2018, MAAB Global Limited (“MAAB”), the majority stockholder and parent of Astro, acquired control of CPSM, Inc. On March 24, 2018 the articles of incorporation were amended to change the name of the Company from CPSM, Inc. to Astro Aerospace Ltd. As of December 31, 2020, the Company has one subsidiary, Astro Aerospace Ltd. (Canada), which is incorporated in Canada and is used to record Canadian dollar expenditures in order to recover refunds of the Goods and Services Tax in Canada. In 2018, the Company acquired in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. The drone is in an early development stage. The Company expects that it will be marketing the aircraft sometime in in the second quarter of 2022. To date, no commercial applications have been found which would accept the product. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2020 the Company had a net loss of $1,185,846 and used $653,882 in cash in operations, and at December 31, 2020, had negative working capital of $1,071,951, current assets of $114,298, and an accumulated deficit of $11,502,721. The foregoing factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating the Company’s technologies. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company acknowledges that its current cash position is insufficient to maintain the current level of operations and research and development, and that the Company will be required to raise substantial additional capital to continue its operations and fund its future business plans. The Company has continued to raise funds through its parent, MAAB and the outstanding note payable balance was $1,209,350 and there is $40,650 available under the terms of the note at December 31, 2020. The Company has also raised funds through independent capital sources, of which the Company has two Senior Secured Convertible Promissory Notes, the first of which has an outstanding balance of $688,166 at December 31, 2020 and the second of which has an outstanding balance of $121,691 at December 31, 2020. The first Senior Secured Convertible Note is subject to a second forbearance agreement and the second Senior Secured Convertible Note is also subject to a forbearance agreement (See Note 7, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes”). The Company has also executed an Equity Purchase Agreement whereby the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock (See Note 12, “Equity Purchase Agreement and Registration Rights Agreement”). Through April 14, 2021, the Company put 453,333 shares of common stock at prices ranging from $.52 to $2.85 per share for total proceeds of $601,644. Astro plans to raise additional capital in the private and public securities markets through 2021. Reverse Common Stock Split On October 8, 2020, the Company’s majority stockholder approved a 1-for-15 reverse common stock split (“the Reverse Stock Split”). On February 5, 2021, the Company effected the Reverse Stock Split, reducing the number of common shares outstanding. As a result of the Reverse Stock Split, every 15 shares of issued and outstanding common stock were combined into one issued and outstanding share of common stock, without any change in the par value per share and common shares authorized. All current and prior year share amounts and per share calculations have been retrospectively adjusted to reflect the impact of this reverse stock split and to provide data on a comparable basis. Such restatements include calculations regarding the Company’s weighted average shares and loss per share. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Cash All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. Intangible Assets – Acquired In-Process Research and Development Acquired in-process research and development (“IPRD”) consists of acquired drone technology and engineering and trademarks. The Company reviews the IPRD, which currently has an indefinite useful life, for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. If the research and development efforts are completed successfully, the related assets will be amortized over the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. A valuation by an independent third party was performed for the years ended December 31, 2020 and 2019, and no further impairment expense was required. Stock-Based Compensation The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Convertible Notes, Warrants and Beneficial Conversion Feature (“BCF”) The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic BCF of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model and recorded as a liability on the consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes and as additional paid-in-capital. Discount on the convertible notes is amortized to interest expense over the life of the debt. Research and Development Research and development costs are expensed as incurred. Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of December 31, 2020 and 2019. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. Basic and Diluted Net Loss per Share The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common stock during the year. Diluted loss per share gives effect to all dilutive potential common stock outstanding during the year, computed using the if converted method for convertible notes and preferred stock. Dilutive loss per share excludes all potential common stock if their effect is anti-dilutive. Common stock equivalents are anti-dilutive for the years ended December 31, 2020 and 2019 due to the net loss during the years. The common stock equivalents are the 8% Senior Secured Convertible Promissory Notes and the Series A and Series B Convertible Preferred Stock. For the years ended December 31, 2020 and 2019, the basic and diluted net loss per share were computed as follows: Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846 ) $ (2,305,073 ) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,195,846 ) $ (2,315,073 ) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes - - Shares Issuable Upon Conversion of Preferred Stock – Series A - - Shares Issuable Upon Conversion of Preferred Stock – Series B - - Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22 ) $ (0.49 ) Diluted $ (0.22 ) $ (0.49 ) Comprehensive Loss Comprehensive loss consists of net loss plus the foreign currency translation loss. Foreign Currency Translation The translation of assets and liabilities for the Company’s foreign subsidiary is made at year end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the year transactions occurred. Fair Value Measurement Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At December 31, 2020 and 2019, there were no assets or liabilities carried or measured at fair value. Use of Estimates and Assumptions The preparation of consolidated financial statements 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of IPRD. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments, if any, are reflected in operations. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS | In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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”. For convertible instruments, the FASB decided to reduce 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. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance- based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s consolidated financial statements if and when future convertible securities are issued. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2020 | |
CONCENTRATIONS OF CREDIT RISK | |
NOTE 4 - CONCENTRATIONS OF CREDIT RISK | Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash with high-credit quality financial institutions. At December 31, 2020 and 2019, the Company did not have any cash balances in excess of federally insured limits. |
FAIR VALUE ESTIMATES
FAIR VALUE ESTIMATES | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE ESTIMATES | |
NOTE 5 - FAIR VALUE ESTIMATES | The Company measures financial instruments at fair value in accordance with ASC 820, which specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. Management believes the carrying amounts of the Company’s cash, other receivables, accounts payable and accrued liabilities as of December 31, 2020 and 2019 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its notes payable and loan in accordance with the hierarchy of fair value based on whether the inputs to those valuation techniques are observable or unobservable. The hierarchy is: Level 1 – Quoted prices for identical instruments in active markets; Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair value of the cash, notes payable, and loan at December 31, 2020 and 2019, were as follows: Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Carrying (Level 1) (Level 2) (Level 3) Value At December 31, 2020: Assets Cash $ 38,517 $ 38,517 Liabilities 8% Senior Secured Convertible Promissory Note $ 688,166 $ 688,166 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 121,691 $ 121,691 Loan from MAAB $ 1,209,350 $ 1,209,350 At December 31, 2019: Assets Cash $ 1,159 $ 1,159 Liabilities 8% Senior Secured Convertible Promissory Note $ 983,524 $ 983,524 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 149,546 $ 149,546 Loan from MAAB $ 750,017 $ 750,017 |
8 SENIOR SECURED CONVERTIBLE PR
8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | |
NOTE 6 - 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. The first tranche principal of $701,818 was issued, with an Original Issue Discount (“OID”) of $81,818, a $20,000 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $600,000. The second tranche was issued on February 12, 2019 in the principal amount of $681,818, with an OID of $81,818 and the Company received proceeds of $600,000. Each tranche matured 6 months after the issue date, the first tranche matured on May 21, 2019 and the second tranche matured on August 12, 2019 (See Note 7, “Default And Forbearance On The 8% Senior Secured Convertible Promissory Notes”). The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of April 14, 2021, 174,034,699 shares available to be issued. As additional consideration for the investment, the Company issued 10,417 shares of its common stock to the Investor, valued at $89,531 at the date of issuance, plus warrants to acquire up to an aggregate 22,935 shares of the Company’s common stock at an exercise price of $7.65 per share. Upon the closing of the second tranche in February 2019, the Company issued additional warrants to acquire up to an aggregate 28,110 shares of the Company’s common stock at an exercise price of $6.00 per share. Each Warrant is exercisable by the Investor beginning on the Effective Date through the fifth year anniversary thereof. The Note has a BCF for both tranches, which were valued, along with the warrants, on a relative fair value method. In the first tranche, the warrant fair value was $171,121 (See Note 11, “Warrants”) and the BCF fair value was $523,326 for a total debt discount of $694,447. The exercise price was $5.63 per share which converts into 124,768 common shares. The common stock price at the valuation date was $8.60 per share, and the effective conversion price was calculated as $4.40, so that the BCF was calculated to be $4.20 per share valuing the BCF at $523,326. However, adding the OID and the inducement shares to the debt discount, made the final total debt discount $865,796, larger than the principal amount of the Note. Consequently, $163,978 of the debt discount was expensed. During the years ended December 31, 2020 and 2019, the Company amortized $58,250 and $534,682, respectively, of the debt discount to interest expense. As of December 31, 2020, all debt discounts have been fully amortized. In the second tranche, the warrant fair value (See Note 11, “Warrants”) was $121,320 and the BCF fair value was $403,689 for a debt discount of $525,009. The exercise price was $3.7125 per share which converts into 183,655 common shares. The common stock price at the valuation date was $5.25 per share and the effective conversion price was calculated as $3.06, so that the BCF was calculated to be $2.19 per share valuing the BCF at $403,689. Including the $81,818 of OID, the total debt discount is $606,827. Prior to the forbearance agreement dated September 11, 2019, $498,402 of the debt discount was amortized into interest expense, bringing the debt discount to $108,425. However, the forbearance agreement increased the principal amount, and the debt discount, which were allocated to the second tranche, so there was a net increase in the principal and the debt discount in the second tranche of $257,135 (See Note 7, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes”). Additional amortization of the debt discount into interest expense during the year ended December 31, 2019 was $134,717 bringing the debt discount to $230,843 at December 31, 2019. During the year ended December 31, 2020, the remaining debt discount was amortized to interest expense. The Investor converted $657,247 in principal amount of the Note into 229,102 shares of the Company’s common stock during the year ended December 31, 2019. Additionally, during the year ended December 31, 2020, the Investor converted $320,829 in principal amount of the Note into 470,810 shares of the Company’s common stock. Total accrued interest on the Note was $145,606 and $83,557 as of December 31, 2020 and 2019, respectively. On January 29, 2020, the Investor sold $30,000 principal amount of the Note to an independent third party investor. The Company again defaulted on the 8% Senior Secured Convertible Promissory Note as of June 30, 2020. However, the Company reached a forbearance with the Investor on June 30, 2020. On November 28, 2020, the Company again defaulted on the 8% Senior Secured Convertible Promissory Note, (See Note 7, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes”). On December 2, 2019, the Company issued a new 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of up to $575,682. The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. The Note matured on June 2, 2020. The Company defaulted on this Note and reached a forbearance with the Investor on June 30, 2020. On November 28, 2020, the Company again defaulted on the 8% Senior Secured Convertible Promissory Note (See Note 7, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes”). The Note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date, which created a BCF valued at greater than the total principal amount of the Note issued of $149,546. The exercise price was $0.5625 per share which converts into 265,859 common shares. The common stock price at the valuation date was $1.95 per share and the conversion price was calculated as $0.5625, so that the BCF was calculated to be $1.3875 per share valuing the BCF at $368,879. In accordance with ASC 470-20-30-8, if the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF shall be limited to the amount of the proceeds allocated to the convertible instrument. Therefore, the BCF is limited to $132,500, which when added to the OID of $17,046 equals the principal amount of $149,546. The BCF is being amortized using the effective interest method over the term of the note. Amortization of the debt discount into interest expense was $24,093 for the year ended December 31, 2019, bringing the debt discount to $125,453 at December 31, 2019. During the year ended December 31, 2020, the remaining debt discount was amortized to interest expense. During the year ended December 31, 2020, the Investor converted $27,855 in principal amount of the Note into 40,000 shares of the Company’s common stock. The Company had accrued interest of $12,073 and $1,927 on the Note as of December 31, 2020 and 2019, respectively. |
DEFAULT AND FORBEARANCE ON THE
DEFAULT AND FORBEARANCE ON THE 8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
DEFAULT AND FORBEARANCE ON THE 8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | |
NOTE 7 - DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | On May 21, 2019, six months after the issuance of the first tranche of the 8% Senior Secured Convertible Promissory Note, the Note matured with $307,798 in principal outstanding and approximately $24,118 in accrued interest. The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest. The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%. The Company’s outstanding principal amount of the Note, after conversions, and the accrued interest as of the Forbearance Agreement date of September 11, 2019, was $805,649. The Forbearance Agreement for the outstanding principal amount and accrued interest of $1,062,784 produces a forbearance penalty of $257,135. This amount increased both the principal balance of the Note and increased the debt discount by the same amount. The $257,135 penalty was amortized over the new maturity of the Note, June 30, 2020, and resulted in a $97,747 amortization expense during the year ended December 31, 2019. The outstanding principal amount of the Note was $983,524 at December 31, 2019. The total remaining discount in the amount of $289,093 was completely amortized to interest expense during the year ended December 31, 2020, and prior to the second forbearance agreement. The outstanding principal amount is $688,166 at December 31, 2020. As of June 30, 2020, the 8% Senior Secured Convertible Promissory Note was again in default, with a principal balance of $709,862 and an accrued interest of $116,957. Likewise, the 8% Senior Secured Convertible Promissory Note issued December 2, 2019 (together with the 8% Senior Secured Convertible Promissory Note, the “Notes”) was in default as of June 2, 2020 with a principal balance of $149,546 and accrued interest of $4,910. The Company was unable to repay the principal and accrued interest on both Notes. On June 30, 2020, the Company and the Investor entered into two New Forbearance Agreements with the same terms for each of the Notes. The Investor also agreed to continue the forbearance from September 11, 2019, the date of previous Forbearance Agreement. The 8% Senior Secured Convertible Promissory Note’s balance was reduced to the pre-default balance plus accrued non-default interest of $852,282, which includes a forbearance penalty of $25,471. This amount increased both the principal balance of the Note and increased the debt discount by the same amount. Likewise, the 8% Senior Secured Convertible Promissory Note issued December 2, 2019 balance was reduced to the pre-default balance plus accrued non-default interest of $156,276. The maturity of both Notes was extended until November 28, 2020. The penalty was amortized over the new maturity of the Note and was completely amortized to interest expense during the year ended December 31, 2020. During the forbearance period, the acceleration of the Notes and payment of the default amounts shall be deemed suspended, subject to the ability of the Investor hereunder to immediately exercise its rights and remedies under this Forbearance Agreement, including but not limited to the acceleration of the Notes and enforcement of payment of the default amounts. If at any time after the effective date: (i) the Company fails to abide by any of the terms and conditions of the Agreements; or (ii) the Company fails to comply with any of the terms of any of the other transaction documents; or (iii) the Company fails to timely make the payments required under the Notes; or (iv) any events of default occur, including but not limited to bankruptcy proceedings, then the forbearance period will immediately terminate, and the Investor may immediately exercise any of its rights and remedies provided for under the transaction documents, including but not limited to the acceleration of the Notes and enforcement of payment of the default amounts. As of November 28, 2020, the Company was again in default on the Notes. Although there is no forbearance agreement in place, both the Investor and Company are continuing to act according to the terms of the Notes. Further, the Investor sold $30,000 in principal amount of the Notes to another third party Investor as of December 31, 2020. Additionally, the Investor entered into a Note Purchase Agreement with an independent third party investor to sell $800,000 principal amount of the 8% Senior Secured Convertible Promissory Note in three tranches starting January 15, 2021. The tranches are 30 days apart and the principal amounts sold are $300,000 in the first tranche, $300,000 in the second tranche and $200,000 in the third tranche. With the sale of the third tranche, the Investor had completely disposed of its Note holdings. As of March 12, 2021, both tranches of the Note have been completely converted into common stock. |
PROMISSORY NOTE FROM MAAB
PROMISSORY NOTE FROM MAAB | 12 Months Ended |
Dec. 31, 2020 | |
PROMISSORY NOTE FROM MAAB | |
NOTE 8 - PROMISSORY NOTE FROM MAAB | MAAB, the parent of Astro has issued a Promissory Note, as amended, for monetary advances to the Company of up to $1,250,000 maturing on February 28, 2022. The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. The Company has accrued interest expense of $207,915 and $89,797 at December 31, 2020 and 2019, respectively. The accrued interest expense is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
NOTE 9 - INCOME TAX | A reconciliation of differences between the effective income tax rates and the statutory federal rates from continuing operations is as follows: 2020 2019 Rate Amount Rate Amount Income Tax benefit at US statutory rate 21 % $ 249,028 21 % $ 484,065 State taxes, net of federal benefit 6 % 65,546 5 % 114,471 Change in valuation allowance (27 )% (314,574 ) (26 )% (598,536 ) - $ - - $ - Deferred income taxes primarily relate to differences between the amounts recorded for financial reporting purposes and the amounts recorded for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2020, and 2019: Deferred Income Tax Assets: 2020 2019 Net Operational Loss Carryforwards $ 1,073,486 $ 703,548 Intangible Assets 1,309,790 1,415,989 Research & Development Costs 403,990 366,868 Other, Net 20,940 7,227 Gross Deferred Income Tax Assets $ 2,808,206 $ 2,493,632 Less: Valuation Allowance (2,808,206 ) (2,493,632 ) Net Deferred Income Tax Asset $ - $ - At December 31, 2020, the Company has net operating loss carryforwards of approximately $4,234,000 available to offset future taxable income with no expiration. Realization of the deferred tax assets, which relate to operating loss carry-forwards and timing differences, is dependent on future earnings. The timing and amount of future earnings are uncertain and therefore the Company has established a 100% valuation allowance. As of December 31, 2020, the U.S. Federal and Florida income tax returns filed prior to 2017 are no longer subject to examination by the respective taxing authorities. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE PREFERRED STOCK | |
NOTE 10 - CONVERTIBLE PREFERRED STOCK | In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value and no liquidation value. The Series A Preferred has an 8% dividend paid quarterly and is convertible into one share of common stock. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights. In January 2016, the Company issued 1,562,500 shares of the Series A Preferred Stock. On March 14, 2018, all those shares were sold to MAAB, a non-affiliate of CPSM, Inc. Cumulative undeclared Series A Preferred dividends were $27,500 and $17,500 at December 31, 2020 and 2019, respectively. On May 4, 2018, the Board of Directors of Astro Aerospace Ltd. authorized 10,000 shares of the Series B Convertible Preferred Stock, par value $0.001 per share. The Preferred shares are entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred Stock is convertible into 89 shares of common stock and a five year warrant to purchase 89 shares of common stock at an exercise price of $11.25 per share. On May 8, 2018, the Company issued all of the 10,000 authorized Series B Preferred shares in the acquisition of certain assets from Confida Aerospace Ltd. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
NOTE 11 - WARRANTS | As part of the 8% Senior Secured Convertible Promissory Note issuance, the Company issued warrants to acquire up to an aggregate 22,935 shares of the Company’s common stock at an exercise price of $7.65 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on November 21, 2018, date of issuance, $8.55, strike price $7.65, time to expiration, five years, five year Treasury constant maturity rate, 2.33%, volatility 253% and no dividend yield. The result was a fair value of $8.51 per warrant or $195,271 in aggregate. This fair value was reduced with the relative fair value method when including the BCF of the convertible note (See Note 6, “8% Senior Secured Convertible Promissory Notes”) to $171,121. The warrant relative fair value was added to additional paid in capital – common stock. In the second tranche, the Company issued warrants to acquire up to an aggregate 28,110 shares of the Company’s common stock at an exercise price of $6.00 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on February 12, 2019, date of issuance, $4.95, strike price $6.00, time to expiration, five years, five year Treasury constant maturity rate, 2.34%, volatility 173% and no dividend yield. The result was a fair value of $5.25 per warrant or $147,580 in aggregate. This fair value was reduced with the relative fair value method when including the BCF of the convertible note (See Note 6, “8% Senior Secured Convertible Promissory Note”) to $121,320. The warrant relative fair value was added to additional paid in capital – common stock. A summary of the warrant activity follows: Price per Warrants outstanding Exercise price per share Share on Date of Issuance Balance, December 31, 2018 911,602 7.65 – 11.25 8.55 – 15.00 Granted -Convertible Promissory Note 28,110 6.00 4.95 Expired - - - Balance, December 31, 2019 and 2020 939,712 6.00 – 11.25 4.95 – 15.00 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 12 Months Ended |
Dec. 31, 2020 | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | |
12 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (continued) | On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same Investor who provided the funding with the 8% Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission and subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement. On August 26, 2019, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company committed to 40,000 Commitment Shares (as defined in the Equity Purchase Agreement) to the Investor. These shares are initially being issued pursuant to the Section 4(a)(2) exemption and will be registered pursuant to the Registration Rights Agreement. Subsequent to the Agreement and prior to the issuance of the Commitment Shares, the Company renegotiated the payment to 20,000 shares of common stock. The fair value of the Commitment Shares as of August 26, 2019 was $48,300. The fair value was entirely expensed in the year ended December 31, 2019. As of December 31, 2019, the Company had not issued any stock under the Equity Purchase Agreement. During the year ended December 31, 2020, the Company put a total of 333,333 shares of common stock at prices ranging from $0.515 and $1.539 for total proceeds of $287,228, net of issuance costs. Subsequent to December 31, 2020, the Company has put 120,000 shares at prices ranging from $2.44 to $2.85 per share for total proceeds of $314,416. The Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by November 25, 2019; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event, within 120 days after the execution date of the definitive agreements). The Company filed a Registration Statement on Form S-1 with the Commission on November 25, 2019 and the S-1 was declared effective on December 27, 2019. |
2014 STOCK AWARDS PLAN
2014 STOCK AWARDS PLAN | 12 Months Ended |
Dec. 31, 2020 | |
2014 STOCK AWARDS PLAN | |
NOTE 13 - 2014 STOCK AWARDS PLAN | In November 2014, the On March 14, 2018, the Company cancelled all 216,667 outstanding stock options under the 2014 Stock Awards Plan, with 100,000 of the stock options exchanged for two 10% Convertible Promissory Notes with a six month maturity, which were subsequently converted into common stock in September 2018. Consequently, there are 7,000,000 shares available for issuance at December 31, 2020. There are no outstanding stock options at December 31, 2020 or 2019. |
SECTION 16(A) BENEFICIAL OWNERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 12 Months Ended |
Dec. 31, 2020 | |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | |
NOTE 14 - SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the Company must file a Form 4 reporting the acquisition or disposition of Company’s equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year. Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder. Mr. Bruce Bent, the Company’s Chief Executive Officer, is currently up to date in meeting these requirements and has notified the Company that he is now compliant. On August 30, 2019, pursuant to Section 16(a), Mr. Bent disgorged short swing profits of $178,394 to the Company, which was recorded as miscellaneous income and a reduction of the debt owed to MAAB, the parent of the Company. |
COVID19 PANDEMIC
COVID19 PANDEMIC | 12 Months Ended |
Dec. 31, 2020 | |
2014 STOCK AWARDS PLAN | |
NOTE 15 - COVID-19 PANDEMIC | The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets as well as the global financial markets. Governments have imposed laws requiring social distancing, travel bans and quarantine, and these laws may limit access to the Company’s facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact the Company’s operations, financial condition and demand for the Company’s goods and services, but the Company’s overall ability to react timely to mitigate the impact of this event. Also, it has affected the Company’s efforts to comply with filing obligations with the Securities and Exchange Commission. Depending on the severity and longevity of the COVID-19 pandemic, the Company’s business and stockholders may experience a significant negative impact. Currently, the COVID-19 pandemic has limited the Company’s ability to move forward with its operations and has negatively affected its ability to timely comply with our ongoing filing obligations with the Securities and Exchange Commission. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 16 - COMMITMENTS AND CONTINGENCIES | The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
NOTE 17 - SUBSEQUENT EVENTS | The Company has evaluated subsequent events from the consolidated balance sheet date through April 14, 2021 (the consolidated financial statement issuance date) and noted the following disclosures: Reverse Common Stock Split On October 8, 2020, the Company’s majority stockholder approved a 1-for-15 reverse common stock split (the “Reverse Stock Split”). On February 5, 2021, the Company effected the Reverse Stock Split and started trading post split. Binding Letter of Intent On February 17, 2021, the registrant entered into a binding letter of intent to acquire all of the issued and outstanding securities of Horizon Aircraft Inc. (“Horizon”). Pursuant to the binding letter of intent, the registrant shall acquire all of the issued and outstanding common shares of Horizon in exchange for 5,000,000 common shares of the registrant. If, following the Closing, Horizon develops a 1:2 scale test prototype of an eVTOL aircraft that can fly in accordance with mutually agreed upon parameters (a ”Working Prototype”), then (X) if the Working Prototype is developed within 12 months following Closing, the registrant shall issue the current shareholders of Horizon an additional 2,000,000 common shares of the registrant or (Y) if the Working Prototype is developed within 18 months following Closing, the registrant shall issue the current shareholders of Horizon an additional 1,500,000 common shares of the registrant. Binding Letter of Intent (continued) The registrant will provide Horizon with a minimum of USD $1,500,000 to be used as a first year operating budget and will advance (A) an amount mutually agreed upon by the registrant and Horizon to fund Horizon’s 60 day budget, within one week of the execution of the binding letter of intent; (B) USD $750,000 subtracted by the initial advance outlined in (A) at Closing, and (C) USD $750,000 on the three month anniversary of Closing. Horizon shareholders will enter into customary lock-up agreements whereby they agree not to sell of dispose of the registrant’s common shares received in the exchange for varying periods of time. The registrant agrees to include the registrant’s common shares held by E. Brandon Robinson and Seaview Capital in any registration filed by the registrant under applicable Canadian securities laws or U.S. securities laws. Effective on Closing, the registrant shall have entered in employment agreements with certain key employees of Horizon. Additionally, the registrant shall appoint one nominee of Horizon to the registrant’s board of directors. Business Advisory Agreement On February 10, 2021, the registrant entered into Business Advisory Agreements with SBC Investments Ltd. and KTAP LLC (“KTAP”) to provide such advice and services to the registrant as may be reasonably requested by the registrant concerning equity and/or debt financings, strategic planning, merger and acquisition possibilities and business development activities. The term of the agreements is for twelve months and shall automatically renew for additional one year periods unless terminated in writing not less than thirty days prior to the expiration date. The registrant shall pay SBC Investments Ltd. a one-time fee of 1,500 Series B preferred shares of the registrant for the introduction and subsequent closing of the acquisition of Horizon. The fee will be payable once the acquisition has closed and $5,000,000 has been raised. The registrant shall pay SBC Investments a fee equal to five percent of equity the registrant issued in an equity financing on which SBC Investments worked. At SBC Investments discretion, the fee shall be paid in cash or in the same form of the registrant’s equity issued in the equity financing. If the registrant completes a business combination, other than Horizon, with a public or private company on which SBC Investments worked, the registrant shall pay SBC Investments a fee equal to 2.5% of the registrant’s issued and outstanding common stock, on an as-converted, fully diluted basis. The fee shall be deemed and earned and payable upon the closing of the business combination. The registrant shall pay KTAP LLC a one-time fee of 200,000 common shares of the registrant due upon the milestones agreement between the registrant and KTAP. The registrant shall pay KTAP a fee equal to one percent of equity the registrant issues in an equity financing on which KTAP worked. At KTAP’s discretion, the fee shall be paid in cash or in the same form of the registrant’s equity issued in the equity financing. If the registrant completes a business combination with a public or private company on which KTAP worked, the registrant shall pay KTAP a fee equal to 0.5% of the registrant’s issued and outstanding common stock, on an as-converted, fully diluted basis. The fee shall be deemed and earned and payable upon the closing of the business combination. Business Advisory Agreement (continued) Both advisors agreed not to introduce the registrant to any potential financing source who is a U.S. Person and will not engage in any ”directed selling efforts” in the United States. The registrant granted both advisors piggyback registration rights. Placement Agent Agreement On February 8, 2021, the registrant entered into a Placement Agent Agreement with Kingswood Capital Markets (“Kingswood”), a division of Benchmark Investments, Inc. whereby Kingswood shall serve as the exclusive placement agent of the registrant, on a ”reasonable best efforts” basis. The terms of the placement and the securities shall be mutually agreed upon by the registrant and the purchasers. The registrant shall pay Kingswood a cash fee equal to an aggregate of eight percent of the aggregate gross proceeds raised in the placement. The cash fee shall be paid at the Closing of the placement. As additional compensation, at Closing, the registrant shall issue to Kingswood or its designees warrants to purchase shares of the registrant’s common stock equal to five percent of the agreement number of the common stock sold in the placement. The exercise period of the warrants shall be four and a half years commencing six months from the effective date of the placement and the exercise price of the warrants shall be equal of 110% of the price per common share of the securities sold in the placement. The warrants shall have registration rights and customary anti-dilution provisions and protection. Kingswood shall have tail financing rights for six months following the termination of the Placement Agent Agreement. Additionally, Kingswood shall have right of first refusal to act as sole investment banker, sole book-runner and/or sole placement agent for a period of six months after the offering is completed. Partial Sale of the 8% Senior Secured Convertible Promissory Note The Investor entered into a Note Purchase Agreement with an independent third party investor to sell $800,000 principal amount of the 8% Senior Secured Convertible Promissory Note in three tranches starting January 15, 2021. The tranches are 30 days apart and the principal amounts sold are $300,000 in the first tranche, $300,000 in the second tranche and $200,000 in the third tranche. With the sale of the third tranche, the original Investor had completely disposed of its Note holdings. The independent third party investor subsequently sold $300,000 in principal amount of the Note to SBC on February 12, 2021 and additionally sold $200,000 in principal amount of the Note to SBC on March 12, 2021. On February 12, 2021, SBC converted $300,000 principal amount of the Note at $0.60 into 500,000 shares. On March 12, 2021, SBC converted $200,000 in principal amount of the Note and $3,945 in accrued interest at $0.60 per share into 339,908 of the Company’s common stock. Issuance of 8% Senior Secured Convertible Promissory Note, dated March 5, 2021 On March 5, 2021, the Company issued an 8% Senior Secured Convertible Promissory Note (“Note”) in the aggregate principal amount of $1,250,000 less commissions and expenses of $25,000. The Note matures in six months on September 5, 2021. Issuance of 8% Senior Secured Convertible Promissory Note, dated March 5, 2021 (continued) The note is convertible into common shares of the Company at a price which is the lower of: (i) 80% of the lowest volume weighted average price in the five trading days prior to the date of the lender’s notice of conversion and (ii) $4.25. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of April 14, 2021, 174,034,699 shares are available to be issued. As additional consideration for the investment, the Company issued a Warrant to acquire up to an aggregate of 120,000 shares of the Company’s common stock at an exercise price of $5.00 per share. The Warrant is exercisable by the Investor beginning on the Effective Date through the fifth year anniversary thereof. The Warrant fair value of $524,904 was calculated using the Black Scholes Model. The inputs for the model were: stock price, $4.66, exercise price, $5.00, time to expiration, 5 years, stock volatility, 169%, 5 Year Constant Maturity Treasury Rate, 0.382% and no dividends. The Note has a BCF, which was valued, along with the warrants, on a relative fair value method. The warrant fair value was $369,671 (limited by the relative fair value calculation) and the BCF fair value was $488,788 for a total debt discount of $858,459. The exercise price was $4.25 per share which converts into 294,118 common shares. The common stock price at the valuation date was $4.66 per share, and the effective conversion price was calculated as $2.99, so that the BCF was calculated to be $1.67 per share valuing the BCF at $488,788. Additional Stock Issuances On January 6, 2021, the Company issued 14,493 common shares to SRAX, Inc. for payment of services, which include investor intelligence, investor relations and marketing. On January 11, 2021, the Investor converted $29,175 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4376 into 66,667 shares of the Company’s common stock. On January 11, 2021, the Company put 40,000 common shares at $2.439 under the Equity Purchase Agreement and received $97,313 in net proceeds. On January 19, 2021, the Company put 40,000 common shares at $2.8496 under the Equity Purchase Agreement and received $113,735 in net proceeds. On January 20, 2021, the Investor converted $60,600 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 133,333 shares of the Company’s common stock. On January 22, 2021, a third party investor who had purchased $800,000 in principal amount of the 8% Senior Secured Convertible Promissory Notes from the original Investor, converted $30,000 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $1.20 into 25,000 shares of the Company’s common stock. On January 25, 2021, the same third party investor converted $300,000 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.60 into 500,000 shares of the Company’s common stock Additional Stock Issuances (continued) On January 26, 2021, two Series B Preferred investors converted 9,500 shares of the Series B Preferred into 844,233 shares of the Company’s common stock. On January 29, 2021, the Company put 40,000 common shares at $2.5905 under the Equity Purchase Agreement and received $103,368 in net proceeds. On January 29, 2021, the Investor converted $44,850 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 98,679 shares of the Company’s common stock. On February 9, 2021, the Investor converted $37,158 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 81,755 shares of the Company’s common stock. On February 12, 2021, SBC converted $300,000 principal amount of the Note at $0.60 into 500,000 shares. On March 12, 2021, SBC converted $200,000 in principal amount of the Note and $3,945 in accrued interest at $0.60 per share into 339,908 of the Company’s common stock. Complete Conversion of the 8% Senior Secured Convertible Promissory Note As of March 12, 2021, the last conversion of $200,000 in principal amount of the Note, both tranches of the Note have been completely converted into common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. |
Basis of Presentation | The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Cash | All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. |
Intangible Assets - Acquired In-Process Research and Development | Acquired in-process research and development (“IPRD”) consists of acquired drone technology and engineering and trademarks. The Company reviews the IPRD, which currently has an indefinite useful life, for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. If the research and development efforts are completed successfully, the related assets will be amortized over the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. A valuation by an independent third party was performed for the years ended December 31, 2020 and 2019, and no further impairment expense was required. |
Stock-Based Compensation | The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. |
Convertible Notes, Warrants and Beneficial Conversion Feature ("BCF") | The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic BCF of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model and recorded as a liability on the consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”). If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes and as additional paid-in-capital. Discount on the convertible notes is amortized to interest expense over the life of the debt. |
Research and Development | Research and development costs are expensed as incurred. |
Income Taxes | The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Income Taxes (continued) The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of December 31, 2020 and 2019. The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. |
Basic and Diluted Net Loss per Share | The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding common stock during the year. Diluted loss per share gives effect to all dilutive potential common stock outstanding during the year, computed using the if converted method for convertible notes and preferred stock. Dilutive loss per share excludes all potential common stock if their effect is anti-dilutive. Common stock equivalents are anti-dilutive for the years ended December 31, 2020 and 2019 due to the net loss during the years. The common stock equivalents are the 8% Senior Secured Convertible Promissory Notes and the Series A and Series B Convertible Preferred Stock. For the years ended December 31, 2020 and 2019, the basic and diluted net loss per share were computed as follows: Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846 ) $ (2,305,073 ) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,195,846 ) $ (2,315,073 ) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes - - Shares Issuable Upon Conversion of Preferred Stock – Series A - - Shares Issuable Upon Conversion of Preferred Stock – Series B - - Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22 ) $ (0.49 ) Diluted $ (0.22 ) $ (0.49 ) |
Comprehensive Loss | Comprehensive loss consists of net loss plus the foreign currency translation loss. |
Foreign Currency Translation | The translation of assets and liabilities for the Company’s foreign subsidiary is made at year end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the year transactions occurred. |
Fair Value Measurement | Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At December 31, 2020 and 2019, there were no assets or liabilities carried or measured at fair value. |
Use of Estimates and Assumptions | The preparation of consolidated financial statements 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of IPRD. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments, if any, are reflected in operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net loss per share | Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846 ) $ (2,305,073 ) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,195,846 ) $ (2,315,073 ) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes - - Shares Issuable Upon Conversion of Preferred Stock – Series A - - Shares Issuable Upon Conversion of Preferred Stock – Series B - - Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22 ) $ (0.49 ) Diluted $ (0.22 ) $ (0.49 ) |
FAIR VALUE ESTIMATES (Tables)
FAIR VALUE ESTIMATES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE ESTIMATES | |
Schedule of estimated fair value of the cash | Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Carrying (Level 1) (Level 2) (Level 3) Value At December 31, 2020: Assets Cash $ 38,517 $ 38,517 Liabilities 8% Senior Secured Convertible Promissory Note $ 688,166 $ 688,166 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 121,691 $ 121,691 Loan from MAAB $ 1,209,350 $ 1,209,350 At December 31, 2019: Assets Cash $ 1,159 $ 1,159 Liabilities 8% Senior Secured Convertible Promissory Note $ 983,524 $ 983,524 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 149,546 $ 149,546 Loan from MAAB $ 750,017 $ 750,017 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | |
Schedule of income tax rates and the statutory federal rates | 2020 2019 Rate Amount Rate Amount Income Tax benefit at US statutory rate 21 % $ 249,028 21 % $ 484,065 State taxes, net of federal benefit 6 % 65,546 5 % 114,471 Change in valuation allowance (27 )% (314,574 ) (26 )% (598,536 ) |
Schedule of deferred tax assets and liabilities | Deferred Income Tax Assets: 2020 2019 Net Operational Loss Carryforwards $ 1,073,486 $ 703,548 Intangible Assets 1,309,790 1,415,989 Research & Development Costs 403,990 366,868 Other, Net 20,940 7,227 Gross Deferred Income Tax Assets $ 2,808,206 $ 2,493,632 Less: Valuation Allowance (2,808,206 ) (2,493,632 ) Net Deferred Income Tax Asset $ - $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
WARRANTS | |
Schedule of Warrants Activity | Price per Warrants outstanding Exercise price per share Share on Date of Issuance Balance, December 31, 2018 911,602 7.65 – 11.25 8.55 – 15.00 Granted -Convertible Promissory Note 28,110 6.00 4.95 Expired - - - Balance, December 31, 2019 and 2020 939,712 6.00 – 11.25 4.95 – 15.00 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | Apr. 14, 2021 | Jan. 11, 2021 | Oct. 08, 2020 | Jan. 29, 2021 | Jan. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 05, 2021 | Aug. 26, 2019 | May 21, 2019 |
Net Loss | $ (1,185,846) | $ (2,305,073) | ||||||||
Cash in operations | 653,882 | |||||||||
Working capital | 1,071,951 | |||||||||
Current assets | 114,298 | 62,299 | ||||||||
Accumulated Deficit | (11,502,721) | (10,316,875) | ||||||||
Promissory note from MAAB | 1,209,350 | 750,017 | ||||||||
8% senior convertible promissory note | $ 688,166 | $ 694,431 | ||||||||
Common Stock [Member] | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 | |||||||||
Equity Purchase And Registration Rights Agreement [Member] | ||||||||||
Agreed value of shares to be purchased under the agreement | $ 5,000,000 | |||||||||
Equity Purchase Agreement | Maximum [Member] | ||||||||||
Stock price per share | $ 1.539 | |||||||||
Equity Purchase Agreement | Minimum [Member] | ||||||||||
Stock price per share | 0.515 | |||||||||
Equity Purchase Agreement | Common Stock [Member] | ||||||||||
Number of common stock sale | 40,000 | |||||||||
Equity Purchase Agreement | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Stock price per share | $ 2.85 | $ 2.85 | ||||||||
Equity Purchase Agreement | Subsequent Event [Member] | Minimum [Member] | ||||||||||
Stock price per share | $ 2.44 | |||||||||
Equity Purchase Agreement | Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Number of common stock sale | 453,333 | 40,000 | 40,000 | |||||||
Proceeds from sale of common shares | $ 601,644 | |||||||||
Equity Purchase Agreement | Subsequent Event [Member] | Common Stock [Member] | Minimum [Member] | ||||||||||
Stock price per share | $ 0.52 | |||||||||
Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||
Stock price per share | $ 0.515 | |||||||||
Senior Subordinated Notes First Tranche [Member] | ||||||||||
8% senior convertible promissory note | $ 688,166 | $ 307,798 | ||||||||
Senior Subordinated Notes Second Tranche [Member] | ||||||||||
8% senior convertible promissory note | 121,691 | |||||||||
Parent Company [Member] | Notes Payable Other Payables [Member] | ||||||||||
Promissory note from MAAB | 1,209,350 | |||||||||
Amount available under the terms of the note | $ 40,650 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Loss | $ (1,185,846) | $ (2,305,073) |
Series A Preferred Stock Dividends | 10,000 | 10,000 |
Net Loss Available to Common Stockholders and Assumed Conversions | $ (1,195,846) | $ (2,315,073) |
Weighted Average Shares - Basic | 5,324,402 | 4,753,151 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 0 |
Weighted-Average Shares - Diluted | 5,324,402 | 4,753,151 |
Basic | $ (0.22) | $ (0.49) |
Diluted | $ (0.22) | $ (0.49) |
Series A Convertible Preferred Stock [Member] | ||
Shares Issuable Upon Conversion of Preferred Stock | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Shares Issuable Upon Conversion of Preferred Stock | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Dec. 31, 2020USD ($) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Cash, insured amount, excess | $ 250,000 |
FAIR VALUE ESTIMATES (Details)
FAIR VALUE ESTIMATES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 38,517 | $ 1,159 |
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | 983,524 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 121,691 | 149,546 |
Loan from MAAB | 1,209,350 | 750,017 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Assets | ||
Cash | 38,517 | 1,159 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | 983,524 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 121,691 | 149,546 |
Loan from MAAB | $ 1,209,350 | $ 750,017 |
8 SENIOR SECURED CONVERTIBLE _2
8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Mar. 05, 2021 | Feb. 09, 2021 | Jan. 11, 2021 | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Feb. 12, 2019 | Nov. 21, 2018 | Mar. 05, 2021 | Jan. 29, 2021 | Jan. 20, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 14, 2021 | Jan. 29, 2020 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |||||||||||||
Amortization of Note Discounts | $ 440,017 | $ 1,191,894 | |||||||||||||
Note issued to independent third party investor | $ 30,000 | 30,000 | |||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Issuance of Inducement common shares (Shares) | 10,417 | ||||||||||||||
Common Stock [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||
Value of principal portion of debt converted into shares of common stock | $ 320,829 | $ 657,247 | |||||||||||||
No of shares issued in conversion of debt | 470,810 | 229,102 | |||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||
Common Stock, Shares Authorized | 250,000,000 | ||||||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 488,788 | ||||||||||||||
No of shares issued in conversion of debt | 294,118 | ||||||||||||||
Debt Instrument, Fee Amount | $ 25,000 | $ 25,000 | |||||||||||||
Conversion price per share | $ 4.25 | $ 4.25 | |||||||||||||
Subsequent Event [Member] | Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 5 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 0.08% | 8.00% | 0.08% | |||||||||||
Value of principal portion of debt converted into shares of common stock | $ 37,158 | $ 29,175 | $ 44,850 | $ 60,600 | |||||||||||
No of shares issued in conversion of debt | 81,755 | 66,667 | 98,679 | 133,333 | |||||||||||
Conversion price per share | $ 0.4545 | $ 0.4376 | $ 0.4545 | $ 0.4545 | |||||||||||
Subsequent Event [Member] | Investor [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||
Conversion price per share | $ 0.4545 | $ 0.4376 | $ 0.4545 | $ 0.4545 | |||||||||||
Senior Subordinated Notes First Tranche [Member] | |||||||||||||||
Amortization of Note Discounts | $ 58,250 | $ 534,682 | |||||||||||||
Debt Instrument, Face Amount | $ 701,818 | ||||||||||||||
Debt discount | 163,978 | ||||||||||||||
Debt instrument maturity date | May 21, 2019 | ||||||||||||||
Debt instrument conversion terms | effective conversion price was calculated as $4.40, so that the BCF was calculated to be $4.20 per share valuing the BCF at $523,326. | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 523,326 | ||||||||||||||
Unamortized debt discount | $ 865,796 | ||||||||||||||
No of shares issued in conversion of debt | 124,768 | ||||||||||||||
Accrued interest | $ 24,118 | 116,957 | |||||||||||||
Original issue discount | $ 81,818 | ||||||||||||||
Debt Instrument, Fee Amount | 20,000 | ||||||||||||||
Proceeds from senior convertible promissory note | $ 600,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.63 | ||||||||||||||
Total debt discount | $ 694,447 | ||||||||||||||
Senior Subordinated Notes First Tranche [Member] | Warrants [Member] | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 171,121 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.65 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,935 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 171,121 | ||||||||||||||
Senior Subordinated Notes First Tranche [Member] | Common Stock [Member] | |||||||||||||||
Issuance of Inducement common shares (Shares) | 10,417 | ||||||||||||||
Issuance of Inducement common shares, amount | $ 89,531 | ||||||||||||||
Senior Subordinated Notes Second Tranche [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 257,135 | $ 681,818 | |||||||||||||
Debt instrument maturity date | Aug. 12, 2019 | ||||||||||||||
Debt instrument conversion terms | effective conversion price was calculated as $3.06, so that the BCF was calculated to be $2.19 per share valuing the BCF at $403,689. | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 403,689 | ||||||||||||||
Unamortized debt discount | 108,425 | $ 525,009 | 230,843 | ||||||||||||
No of shares issued in conversion of debt | 183,655 | ||||||||||||||
Original issue discount | $ 81,818 | ||||||||||||||
Proceeds from senior convertible promissory note | $ 600,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.7125 | ||||||||||||||
Total debt discount | $ 606,827 | ||||||||||||||
Senior Subordinated Notes Second Tranche [Member] | Warrants [Member] | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 121,320 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,110 | ||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 121,320 | ||||||||||||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | |||||||||||||||
Amortization of Note Discounts | 24,093 | ||||||||||||||
Note issued to independent third party investor | 688,166 | $ 30,000 | |||||||||||||
Debt Instrument, Face Amount | $ 575,682 | $ 1,383,636 | |||||||||||||
Debt discount | $ 498,402 | 134,717 | |||||||||||||
Total investment | $ 1,200,000 | ||||||||||||||
Principal amount sold, periodic payments | $ 149,546 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.08% | 0.08% | |||||||||||||
Debt instrument description | The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. | The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%. | The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. | On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. | |||||||||||
Debt instrument maturity description | Each tranche matured 6 months after the issue date | ||||||||||||||
Debt instrument maturity date | Jun. 30, 2020 | ||||||||||||||
Debt instrument conversion terms | The Note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date, which created a BCF valued at greater than the total principal amount of the Note issued of $149,546. The exercise price was $0.5625 per share which converts into 265,859 common shares. The common stock price at the valuation date was $1.95 per share and the conversion price was calculated as $0.5625, so that the BCF was calculated to be $1.3875 per share valuing the BCF at $368,879. | The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. | |||||||||||||
Debt instrument collateral terms | Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of April 14, 2021, 174,034,699 shares available to be issued. | ||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 132,500 | ||||||||||||||
Unamortized debt discount | 125,453 | ||||||||||||||
Value of principal portion of debt converted into shares of common stock | $ 27,855 | ||||||||||||||
No of shares issued in conversion of debt | 40,000 | ||||||||||||||
Accrued interest on Note | $ 12,073 | 1,927 | |||||||||||||
Accrued interest | $ 145,606 | $ 83,557 |
DEFAULT AND FORBEARANCE ON TH_2
DEFAULT AND FORBEARANCE ON THE 8 SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($) | Mar. 12, 2021 | Jan. 15, 2021 | Jun. 30, 2020 | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Nov. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 05, 2021 | Feb. 12, 2021 | Feb. 09, 2021 | Jan. 29, 2021 | Jan. 25, 2021 | Jan. 22, 2021 | Jan. 20, 2021 | Jan. 11, 2021 | Jun. 02, 2020 | Jan. 29, 2020 |
8% senior convertible promissory note | $ 688,166 | $ 694,431 | |||||||||||||||||
Long-term Debt, Gross | 30,000 | $ 30,000 | |||||||||||||||||
Amortization of Note Discounts | 440,017 | 1,191,894 | |||||||||||||||||
Sale of convertible promissory note, principal amount | 0 | 125,000 | |||||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | ||||||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||||||
Conversion price per share | $ 0.4545 | $ 0.4545 | $ 0.4545 | $ 0.4376 | |||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 0.08% | 0.08% | |||||||||||||||
Subsequent Event [Member] | Independent Third Party Investor [Member] | Information of first tranche | |||||||||||||||||||
Principal amount sold, periodic payments | $ 300,000 | ||||||||||||||||||
Subsequent Event [Member] | Information of SBC Investments Ltd. | |||||||||||||||||||
Conversion price per share | $ 0.60 | $ 0.60 | |||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||
Conversion price per share | $ 4.25 | ||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | ||||||||||||||||||
Principal amount of Note | $ 1,250,000 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||
Conversion price per share | $ 0.4545 | $ 0.4545 | $ 0.4545 | $ 0.4376 | |||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | |||||||||||||||||||
Sale of convertible promissory note, principal amount | $ 800,000 | ||||||||||||||||||
Conversion price per share | $ 0.60 | $ 1.20 | |||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Principal amount of Note | $ 800,000 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Information of first tranche | |||||||||||||||||||
Principal amount sold, periodic payments | $ 300,000 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Information of second tranche | |||||||||||||||||||
Principal amount sold, periodic payments | 300,000 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Third Tranche | |||||||||||||||||||
Principal amount sold, periodic payments | 200,000 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Information of SBC Investments Ltd. | |||||||||||||||||||
Conversion price per share | $ 0.60 | $ 0.60 | |||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Information of SBC Investments Ltd. | Independent Third Party Investor [Member] | |||||||||||||||||||
Principal amount of Note | 200,000 | $ 300,000 | |||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | |||||||||||||||||||
Sale of convertible promissory note, principal amount | $ 800,000 | ||||||||||||||||||
Conversion price per share | $ 0.60 | $ 1.20 | |||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Information of SBC Investments Ltd. | |||||||||||||||||||
Principal amount of Note | $ 200,000 | $ 300,000 | |||||||||||||||||
First Senior Subordinated Notes [Member] | |||||||||||||||||||
8% senior convertible promissory note | $ 149,546 | ||||||||||||||||||
Long-term Debt, Gross | 983,524 | ||||||||||||||||||
Accrued interest | $ 4,910 | ||||||||||||||||||
Debt instrument maturity date | Nov. 28, 2020 | ||||||||||||||||||
Senior Subordinated Notes First Tranche [Member] | |||||||||||||||||||
8% senior convertible promissory note | $ 307,798 | 688,166 | |||||||||||||||||
Amortization of Note Discounts | 58,250 | 534,682 | |||||||||||||||||
Principle Balance | 709,862 | ||||||||||||||||||
Accrued interest | $ 24,118 | 116,957 | |||||||||||||||||
Debt default terms | The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest. | ||||||||||||||||||
Sale of convertible promissory note, principal amount | 600,000 | ||||||||||||||||||
Debt instrument maturity date | May 21, 2019 | ||||||||||||||||||
Principal amount of Note | $ 701,818 | ||||||||||||||||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | |||||||||||||||||||
8% senior convertible promissory note | $ 805,649 | ||||||||||||||||||
Long-term Debt, Gross | 688,166 | $ 30,000 | |||||||||||||||||
Amortization of Note Discounts | 24,093 | ||||||||||||||||||
Accrued interest | 145,606 | 83,557 | |||||||||||||||||
Debt instrument maturity date | Jun. 30, 2020 | ||||||||||||||||||
Forbearance penalty | 25,471 | ||||||||||||||||||
Forbearance agreement outstanding principal and accrued interest | $ 156,276 | $ 1,062,784 | 852,282 | ||||||||||||||||
Debt instrument description | The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. | The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%. | The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. | On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. | |||||||||||||||
Amortization of Debt Issuance Costs | $ 289,093 | $ 97,747 | |||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 0.08% | 0.08% | |||||||||||||||||
Principal amount sold, periodic payments | $ 149,546 | ||||||||||||||||||
Principal amount of Note | $ 575,682 | $ 1,383,636 |
PROMISSORY NOTE FROM MAAB (Deta
PROMISSORY NOTE FROM MAAB (Details Narrative) - Parent Company [Member] - Notes Payable Other Payables [Member] - USD ($) | Mar. 14, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt instrument maximum borrowing capacity | $ 1,250,000 | ||
Debt instrument maturity date | Feb. 28, 2022 | ||
Debt instrument interest rate terms | The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. | ||
Accrued interest | $ 207,915 | $ 89,797 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | ||
Income Tax benefit at US statutory rate - Percent | 21.00% | 21.00% |
State taxes, net of federal benefit - Percent | 6.00% | 5.00% |
Change in valuation allowance - Percent | (27.00%) | (26.00%) |
Effective income tax rates and the statutory federal rates - Percent | 0.00% | 0.00% |
Income Tax benefit at US statutory rate | $ 249,028 | $ 484,065 |
State taxes, net of federal benefit | 65,546 | 114,471 |
Change in valuation allowance | (313,574) | (598,536) |
Effective income tax rates and the statutory federal rates | $ 0 | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
INCOME TAX | ||
Net Operational Loss Carryforwards | $ 1,073,486 | $ 703,548 |
Intangible Assets | 1,309,790 | 1,415,989 |
Research & Development Costs | 403,990 | 366,868 |
Other, Net | 20,940 | 7,227 |
Gross Deferred Income Tax Assets | 2,808,206 | 2,493,632 |
Less: Valuation Allowance | (2,808,206) | (2,493,632) |
Net Deferred Income Tax Asset | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
INCOME TAX | |
Net operating loss carryforward | $ 4,234,000 |
Operating loss carryforward limitations on use | offset future taxable income with no expiration |
Percentage of valuation allowance | 1.00% |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | May 04, 2018 | Jan. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 |
Series A Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 50,000,000 | ||||
Preferred stock, par value per share | $ 0.0001 | ||||
Preferred stock dividend terms | The Series A Preferred has an 8% dividend paid quarterly | ||||
Preferred stock conversion terms | convertible into one share of common stock. | ||||
Stock Issued During Period, Shares, New Issues | 1,562,500 | ||||
Series A Preferred Stock [Member] | MAAB Non Affiliate [Member] | |||||
Cumulative undeclared series A preferred dividends | $ 27,500 | $ 17,500 | |||
Series B Preferred Stock [Member] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Preferred stock, par value per share | $ 0.001 | ||||
Preferred stock dividend terms | The Preferred shares are entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company | ||||
Preferred stock conversion terms | each share of Preferred Stock is convertible into 89 shares of common stock and a five year warrant to purchase 89 shares of common stock at an exercise price of $11.25 per share. | ||||
Preferred stock liquidation preference | Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis. |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants Outstanding | ||
Outstanding - beginning | 939,712 | 911,602 |
Granted - Convertible Promissory Note | 28,110 | 28,110 |
Expired | 0 | 0 |
Outstanding - end | 939,712 | 939,712 |
Exercise Price Per Share | ||
Granted - Convertible Promissory Note, exrecise price per share | $ 6 | $ 6 |
Price per share on date of issuance | ||
Granted - Convertible Promissory Note, price per share on the date of issuance | 4.95 | 4.95 |
Minimum [Member] | ||
Price per share on date of issuance | ||
Outstanding - beginning | 6 | 7.65 |
Outstanding - end | 6 | 6 |
Price per share, Outstanding beginning | 4.95 | 8.55 |
Price per share, Outstanding ending | 4.95 | 4.95 |
Maximum [Member] | ||
Price per share on date of issuance | ||
Outstanding - beginning | 11.25 | 11.25 |
Outstanding - end | 11.25 | 11.25 |
Price per share, Outstanding beginning | 15 | 15 |
Price per share, Outstanding ending | $ 15 | $ 15 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Feb. 12, 2019 | Nov. 21, 2018 |
Senior Subordinated Notes First Tranche [Member] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 523,326 | |
Exercise price of warrants | $ 5.63 | |
Senior Subordinated Notes First Tranche [Member] | Warrants [Member] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 171,121 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black Scholes Model | |
Exercise price of warrants | $ 7.65 | |
Number of common shares called by warrants | 22,935 | |
Share Price | $ 8.55 | |
Strike price | $ 7.65 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Five year treasury constant maturity rate | 2.33% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 253.00% | |
Dividend yield | 0.00% | |
Fair value of each warrant | $ 8.51 | |
Fair value of warrant in aggregate | $ 195,271 | |
Senior Subordinated Notes Second Tranche [Member] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 403,689 | |
Exercise price of warrants | $ 3.7125 | |
Senior Subordinated Notes Second Tranche [Member] | Warrants [Member] | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 121,320 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black Scholes Model | |
Exercise price of warrants | $ 6 | |
Number of common shares called by warrants | 28,110 | |
Share Price | $ 4.95 | |
Strike price | $ 6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Five year treasury constant maturity rate | 2.34% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 173.00% | |
Dividend yield | 0.00% | |
Fair value of each warrant | $ 5.25 | |
Fair value of warrant in aggregate | $ 147,580 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Narrative) - USD ($) | Mar. 05, 2021 | Aug. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 14, 2021 |
Proceeds for equity puchase agreement | $ 247,120 | $ 0 | |||
Equity Purchase And Registration Rights Agreement [Member] | |||||
Agreement description | Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement. | ||||
Agreed Value Of Shares To Be Purchased Under Agreement | $ 5,000,000 | ||||
Number of commitment shares renegotiated | 20,000 | ||||
Number of shares committed to be issued under the agreement | 40,000 | ||||
Fair value of commitment shares recorded as deferred offering cost | $ 48,300 | ||||
Equity Purchase Agreement [Member] | |||||
Proceeds for equity puchase agreement | $ 287,228 | ||||
Stock issued for equity purchase agreement | 333,333 | ||||
Equity Purchase Agreement [Member] | Minimum [Member] | |||||
Stock price per share | $ 0.515 | ||||
Equity Purchase Agreement [Member] | Maximum [Member] | |||||
Stock price per share | $ 1.539 | ||||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Proceeds for equity puchase agreement | $ 314,416 | ||||
Stock issued for equity purchase agreement | 120,000 | ||||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||
Stock price per share | $ 2.44 | ||||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Stock price per share | $ 2.85 | $ 2.85 |
2014 STOCK AWARDS PLAN (Details
2014 STOCK AWARDS PLAN (Details Narrative) - shares | Mar. 14, 2018 | Nov. 30, 2014 | Dec. 31, 2020 |
Shares available for issuance | 7,000,000 | ||
2014 Stock Awards Plan [Member] | Equity Option [Member] | |||
Shares authorized to be issued under stock awards plan | 7,000,000 | ||
Stock awards plan description | For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Company’s common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan. | ||
Stock options cancelled | 216,667 | ||
2014 Stock Awards Plan [Member] | Equity Option [Member] | Convertible Notes Payable [Member] | |||
Stock options exchanged for debt | 100,000 |
SECTION 16(A) BENEFICIAL OWNE_2
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE (Details Narrative) | Aug. 30, 2019USD ($) |
Chief Executive Officer [Member] | |
Other Nonoperating Income | $ 178,394 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Apr. 14, 2021shares | Mar. 12, 2021USD ($)$ / sharesshares | Mar. 05, 2021USD ($)integer$ / sharesshares | Feb. 12, 2021USD ($)$ / sharesshares | Feb. 10, 2021USD ($)shares | Feb. 09, 2021USD ($)$ / sharesshares | Jan. 15, 2021USD ($) | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021shares | Oct. 08, 2020 | Feb. 17, 2021USD ($)shares | Jan. 29, 2021USD ($)$ / sharesshares | Jan. 26, 2021shares | Jan. 25, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Jan. 19, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Feb. 08, 2021 | Dec. 02, 2019 |
Sale of convertible promissory note, principal amount | $ 0 | $ 125,000 | |||||||||||||||||||
Common stock shares authorized | shares | shares | 250,000,000 | 250,000,000 | |||||||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | ||||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ / shares | $ 5 | ||||||||||||||||||||
Subsequent Event [Member] | Warrants [Member] | Senior Subordinated Notes [Member] | |||||||||||||||||||||
Stock price | $ / shares | $ / shares | $ 4.66 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Exercise price of warrants | $ / shares | $ / shares | $ 5 | ||||||||||||||||||||
Fair value of warrants | $ 524,904 | ||||||||||||||||||||
Warrant, time to expiration | 5 years | ||||||||||||||||||||
Stock volatility rate | 169.00% | ||||||||||||||||||||
Number of common stock called by warrant | shares | shares | 120,000 | ||||||||||||||||||||
Subsequent Event [Member] | Independent Third Party Investor [Member] | Information of first tranche | |||||||||||||||||||||
Principal amount sold, periodic payments | $ 300,000 | ||||||||||||||||||||
Subsequent Event [Member] | Investor [Member] | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 0.08% | 8.00% | 0.08% | |||||||||||||||||
Principal portion of note converted into shares of common stock | $ 37,158 | $ 29,175 | $ 44,850 | $ 60,600 | |||||||||||||||||
Conversion price per share | $ / shares | $ 0.4545 | $ 0.4376 | $ 0.4545 | $ 0.4545 | |||||||||||||||||
Number of shares issued upon conversion of debt | shares | shares | 81,755 | 66,667 | 98,679 | 133,333 | |||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.25 | ||||||||||||||||||||
Principal amount of Note | $ 1,250,000 | ||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | shares | 294,118 | ||||||||||||||||||||
Number of trading days | integer | 5 | ||||||||||||||||||||
Convertible Promissory Note, commissions and expenses | $ 25,000 | ||||||||||||||||||||
Beneficial conversion feature of convertible debt | $ 488,788 | ||||||||||||||||||||
Common stock shares authorized | shares | shares | 250,000,000 | ||||||||||||||||||||
Percentage of lowest volume weighted average price | 80.00% | ||||||||||||||||||||
Common stock shares are available to be issued | shares | shares | 174,034,699 | ||||||||||||||||||||
Percentage of shares issuable upon full conversion of the promissory note | 500.00% | ||||||||||||||||||||
Fair value of warrant limited by relative fair value calculation | $ 369,671 | ||||||||||||||||||||
Debt discount | $ 858,459 | ||||||||||||||||||||
Stock price | $ / shares | $ / shares | $ 4.66 | ||||||||||||||||||||
Beneficial Conversion Feature effective stock price | $ / shares | $ / shares | 2.99 | ||||||||||||||||||||
Beneficial Conversion Feature convertible stock price | $ / shares | $ / shares | $ 1.67 | ||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | |||||||||||||||||||||
Sale of convertible promissory note, principal amount | $ 800,000 | ||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | $ 1.20 | |||||||||||||||||||
Principal amount of Note | $ 800,000 | ||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | shares | 500,000 | 25,000 | |||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Information of first tranche | |||||||||||||||||||||
Principal amount sold, periodic payments | 300,000 | ||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Information of second tranche. | |||||||||||||||||||||
Principal amount sold, periodic payments | 300,000 | ||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | Third Tranche | |||||||||||||||||||||
Principal amount sold, periodic payments | $ 200,000 | ||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||||||||
Conversion price per share | $ / shares | $ 0.4545 | $ 0.4376 | $ 0.4545 | $ 0.4545 | |||||||||||||||||
Subsequent Event [Member] | Information of SBC Investments Ltd. | |||||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 200,000 | $ 300,000 | |||||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | $ 0.60 | |||||||||||||||||||
Number of shares issued upon conversion of debt | shares | shares | 339,908 | 500,000 | |||||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | ||||||||||||||||||||
Subsequent Event [Member] | Information of SBC Investments Ltd. | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | $ 0.60 | |||||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | ||||||||||||||||||||
Subsequent Event [Member] | Information of SBC Investments Ltd. | 8% Senior Secured Convertible Promissory Note [Member] | Independent Third Party Investor [Member] | |||||||||||||||||||||
Principal amount of Note | $ 200,000 | $ 300,000 | |||||||||||||||||||
Subsequent Event [Member] | Information of letter of intent | Horizon Aircraft Inc. | |||||||||||||||||||||
Common stock issued in exchange for issued and outstanding common shares acquired | shares | shares | 5,000,000 | ||||||||||||||||||||
Minimum amount to be used as first year operating budget | $ 1,500,000 | ||||||||||||||||||||
Amount used to fund 60 day budget from initial advance | 750,000 | ||||||||||||||||||||
Amount used on three month anniversary of Closing | $ 750,000 | ||||||||||||||||||||
Subsequent Event [Member] | Information of letter of intent | Horizon Aircraft Inc. | Parameter two - Working Prototype developed within 18 months following closing | |||||||||||||||||||||
Additional common stock issued to current shareholders | shares | shares | 1,500,000 | ||||||||||||||||||||
Subsequent Event [Member] | Information of letter of intent | Horizon Aircraft Inc. | Working Prototype Developed Within 12 Months Of Closing | |||||||||||||||||||||
Additional common stock issued to current shareholders | shares | shares | 2,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Business Advisory Agreement. | Information of SBC Investments Ltd. | |||||||||||||||||||||
Percentage of equity issued in an equity financing as fee | 5.00% | ||||||||||||||||||||
Percentage of issued and outstanding common stock | 2.50% | ||||||||||||||||||||
Subsequent Event [Member] | Business Advisory Agreement. | KTAP LLC. | |||||||||||||||||||||
Percentage of equity issued in an equity financing as fee | 1.00% | ||||||||||||||||||||
Percentage of issued and outstanding common stock | 0.50% | ||||||||||||||||||||
Subsequent Event [Member] | Placement Agent Agreement. | Kingswood Capital Markets - a division of Benchmark Investments, Inc. | |||||||||||||||||||||
Percentage of gross proceeds raised in placement as cash fee | 8.00% | ||||||||||||||||||||
Percentage of price per common share equal to exercise price of warrants | 110.00% | ||||||||||||||||||||
Percentage of warrants to purchase common stock sold in the placement | 5.00% | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Reverse common stock split | 1-for-15 | ||||||||||||||||||||
Common Stock [Member] | 8% Senior Secured Convertible Promissory Note [Member] | |||||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 320,829 | $ 657,247 | |||||||||||||||||||
Number of shares issued upon conversion of debt | shares | shares | 470,810 | 229,102 | |||||||||||||||||||
Common Stock [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ / shares | $ 28,496 | ||||||||||||||||||||
Value of common stock issued | $ 113,735 | ||||||||||||||||||||
Number of common stock issued | shares | shares | 40,000 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | two Series B Preferred investors. | |||||||||||||||||||||
Convertible preferred stock, common stock shares issued upon conversion | shares | shares | 844,233 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | SRAX, Inc. | |||||||||||||||||||||
Number of shares issued for services | shares | shares | 14,493 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Business Advisory Agreement. | KTAP LLC. | |||||||||||||||||||||
Number of shares issued for services | shares | shares | 200,000 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ / shares | $ 2,439 | $ 25,905 | |||||||||||||||||||
Value of common stock issued | $ 97,313 | $ 103,368 | |||||||||||||||||||
Number of common stock issued | shares | shares | 453,333 | 40,000 | 40,000 | ||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | two Series B Preferred investors. | |||||||||||||||||||||
Preferred stock shares converted | shares | shares | 9,500 | ||||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | Business Advisory Agreement. | Information of SBC Investments Ltd. | |||||||||||||||||||||
Number of shares issued for services | shares | shares | 1,500 | ||||||||||||||||||||
Value of shares issued for services | $ 5,000,000 |