Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 19, 2021 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | U.S. Lighting Group, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 96,945,735 | ||
Entity Public Float | $ 17,387,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001536394 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-55689 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 108,000 | $ 107,000 |
Accounts receivable | 541,000 | 94,000 |
Accounts receivable, related party | 30,000 | |
Inventories, net | 212,000 | 108,000 |
Prepaid expenses and other current assets | 17,000 | 5,000 |
Total Current Assets | 908,000 | 314,000 |
Property and equipment, net | 1,419,000 | 216,000 |
Right of use asset, net | 25,000 | |
Other assets | 3,000 | |
Total Assets | 2,327,000 | 558,000 |
Current Liabilities | ||
Accounts payable | 363,000 | 194,000 |
Accrued expenses | 75,000 | 69,000 |
Accrued payroll to an officer | 442,000 | 312,000 |
Customer advance payments | 29,000 | 15,000 |
Line of credit | 49,000 | |
Lease payable, current portion | 29,000 | |
Convertible notes payable | 55,000 | |
Loans payable, current portion, net of discount of $8,000 and $27,000, respectively | 163,000 | 203,000 |
Loans payable, related party – current portion | 2,619,000 | 1,662,000 |
Total Current Liabilities | 3,795,000 | 2,484,000 |
Convertible notes payable, net of current portion | 113,000 | |
Loans payable, net of current portion | 396,000 | 66,000 |
Loans payable, related party, net of current portion | 1,233,000 | |
Total Liabilities | 4,191,000 | 3,896,000 |
Commitments and Contingencies | ||
Shareholders’ Deficit | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 95,970,735 and 90,347,526 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 10,000 | 9,000 |
Additional paid-in-capital | 17,435,000 | 16,447,000 |
Accumulated deficit | (19,309,000) | (19,794,000) |
Total Shareholders’ Deficit | (1,864,000) | (3,338,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 2,327,000 | $ 558,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Loans payable current portion, net of discount (in Dollars) | $ 8,000 | $ 27,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 95,970,735 | 90,347,526 |
Common stock, shares outstanding | 95,970,735 | 90,347,526 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||
Sales | $ 4,016,000 | $ 2,647,000 | |
Cost of goods sold | 1,320,000 | 1,041,000 | |
Gross profit | 2,696,000 | 1,606,000 | |
Operating expenses | |||
Selling, general and administrative expenses | [1] | 1,965,000 | 9,878,000 |
Product development costs | 236,000 | 230,000 | |
Total operating expenses | 2,201,000 | 10,108,000 | |
Income (loss) from operations | 495,000 | (8,502,000) | |
Other income (expense) | |||
SBA PPP loan forgiveness | 195,000 | ||
Lease income, related party | 30,000 | ||
Interest expense, related party | (148,000) | (172,000) | |
Interest expense | (87,000) | (28,000) | |
Total other expense | (10,000) | (200,000) | |
Net Income (Loss) | $ 485,000 | $ (8,702,000) | |
BASIC INCOME (LOSS) PER SHARE (in Dollars per share) | $ 0.01 | $ (0.15) | |
DILUTED INCOME (LOSS) PER SHARE (in Dollars per share) | $ 0.01 | $ (0.15) | |
WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING BASIC (in Shares) | 92,088,797 | 58,740,672 | |
WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING (in Shares) | 92,308,797 | 58,740,672 | |
[1] | Includes $6,772,000 of stock-based compensation costs related to the fair value of shares issued to an officer in 2019. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Statement [Abstract] | |
Stock-based compensation costs | $ 6,772,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Deficit - USD ($) | Preferred Stock | Common Stock | Common Stock Issuable | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, at Dec. 31, 2018 | $ 6,000 | $ 111,000 | $ 7,741,000 | $ (11,092,000) | $ (3,234,000) | |
Balance, (in Shares) at Dec. 31, 2018 | 55,508,998 | 445,530 | ||||
Net proceeds from sale of common stock | $ (111,000) | 733,000 | 622,000 | |||
Net proceeds from sale of common stock (in Shares) | 2,933,528 | (445,530) | ||||
Fair value of common stock issued for services | 1,204,000 | 1,204,000 | ||||
Fair value of common stock issued for services (in Shares) | 4,814,000 | |||||
Fair value of common shares issued to officer | $ 3,000 | 6,769,000 | 6,772,000 | |||
Fair value of common shares issued to officer (in Shares) | 27,091,000 | |||||
Net Income (loss) | (8,702,000) | (8,702,000) | ||||
Balance, at Dec. 31, 2019 | $ 9,000 | 16,447,000 | (19,794,000) | (3,338,000) | ||
Balance, (in Shares) at Dec. 31, 2019 | 90,347,526 | |||||
Net proceeds from sale of common stock | $ 1,000 | 682,000 | 683,000 | |||
Net proceeds from sale of common stock (in Shares) | 4,275,665 | |||||
Fair value of common stock issued for services | 31,000 | 31,000 | ||||
Fair value of common stock issued for services (in Shares) | 125,000 | |||||
Common shares issued on conversion of convertible notes | 275,000 | 275,000 | ||||
Common shares issued on conversion of convertible notes (in Shares) | 1,222,544 | |||||
Net Income (loss) | 485,000 | 485,000 | ||||
Balance, at Dec. 31, 2020 | $ 10,000 | $ 17,435,000 | $ (19,309,000) | $ (1,864,000) | ||
Balance, (in Shares) at Dec. 31, 2020 | 95,970,735 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ 485,000 | $ (8,702,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 100,000 | 57,000 |
Amortization of right of use asset | 25,000 | 54,000 |
Change in lease liability | (27,000) | (52,000) |
Amortization of debt discount | 19,000 | 5,000 |
Stock issued for services | 31,000 | 1,204,000 |
Stock issued to officer | 6,772,000 | |
Provision for inventory reserves | (12,000) | 12,000 |
Accrued interest on convertible notes and loans | 21,000 | |
Accrued interest on related party loans | 148,000 | 172,000 |
(Increase) Decrease in: | ||
Accounts receivable | (447,000) | (37,000) |
Accounts receivable, related party | (30,000) | |
Inventories | (92,000) | (29,000) |
Prepaid expenses and other | (12,000) | (4,000) |
Other assets | 3,000 | |
(Decrease) Increase in: | ||
Accounts payable | 169,000 | 59,000 |
Accrued expenses | 6,000 | 31,000 |
Accrued payroll to an officer | 130,000 | 156,000 |
Customer advanced payments | 14,000 | (13,000) |
Net cash provided by (used in) operating activities | 531,000 | (315,000) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (1,303,000) | (101,000) |
Net cash used in investing activities | (1,303,000) | (101,000) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 683,000 | 622,000 |
Proceeds from secured convertible note payable | 196,000 | 113,000 |
Proceeds from loans payable | 765,000 | 280,000 |
Proceeds from loans payable, related party | 408,000 | |
Proceeds from line of credit | 60,000 | |
Payment of line of credit | (11,000) | |
Payment of finance lease | (2,000) | (8,000) |
Payment of loans payable | (494,000) | (174,000) |
Payments on loans payable, related party | (832,000) | (534,000) |
Net cash provided by financing activities | 773,000 | 299,000 |
Net increase (decrease) in cash and cash equivalents | 1,000 | (117,000) |
Cash and cash equivalents beginning of period | 107,000 | 224,000 |
Cash and cash equivalents end of period | 108,000 | 107,000 |
Interest paid | 48,000 | 15,000 |
Taxes paid | ||
Non-Cash Financing Activities | ||
Conversion of convertible notes and accrued interest into common shares | 275,000 | |
Recording of right of use asset and lease liability upon adoption of new lease accounting rule on January 1, 2019 | 79,000 | |
Property and equipment transferred to right of use assets | $ 14,000 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION History and Organization US Lighting Group, Inc. (the Company) was founded in 2013 in accordance with the laws of Wyoming and is located in Euclid, Ohio. On July 13, 2016 (“Closing”), the Luxurious Travel Corp. acquired all of the issued and outstanding capital stock of the Company and changed its name to US Lighting Group, Inc. Overview of Business The Company designs and manufactures commercial LED lighting. Intellitronix Corporation (“Intellitronix”), our wholly owned subsidiary, is a manufacturer of automotive aftermarket and original equipment manufacturer (OEM) electronics. COVID-19 Considerations Through the date these financial statements were issued, the COVID-19 pandemic did not have a net material impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment, which negatively effects the consumers who purchase our products. Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Through the date that these financial statements were issued, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations. Through the date that these financial statements were issued, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date, and the Company continues to generate cash flows to meet its short-term liquidity needs, and it expects to maintain access to the capital markets. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. Liquidity 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 business. During the year ended December 31, 2020, the Company realized a net income of $485,000, and cash provided by operating activities was $531,000, compared to cash used in operating activities of $315,000 in the prior year period. At December 31, 2020, current assets improved by $594,000, and current non-related party liabilities decreased by $224,000, as compared to the prior year period. Based on current projections, we believe our available cash on-hand, our current efforts to market and sell our products, and our ability to significantly reduce expenses, will provide sufficient cash resources to satisfy our operational needs, for at least one year from the date these financial statements are issued. At December 31, 2020, the Company had cash on hand in the amount of $108,000. Management estimates that the current funds on hand will be sufficient to continue operations through March 31, 2021. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our stockholders, in the case or equity financing. In conjunction with the Company’s capital raising efforts, management is working to improve its cash flows by increasing its private label manufacturing opportunities for high volume and low overhead production orders, and managing its operating expenses to support planned revenue growth. However, no assurance can be given that these efforts will be successful. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Intellitronix Corp. Intercompany transactions and balances have been eliminated in consolidation. Loss per Share Calculations Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Warrants to acquire 20,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at December 31, 2020, as their effect would have been anti-dilutive. Warrants to acquire 5,814,000 shares of common stock, and 473,808 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at December 31, 2019, as their effect would have been anti-dilutive. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our allowances for doubtful accounts, reserves for inventory obsolescence, valuing derivative liabilities, valuing equity instruments issued for services, and valuation allowance for deferred tax assets, among others. Actual results could differ from these estimates. Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09. This standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. Under this guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. In the following table, revenue is disaggregated by major product line for the year ended 2020: Sales Channels LED digital LED lighting Total Resellers/retail $ - $ 43,000 $ 43,000 Business to business 2,338,000 2,338,000 Direct to consumer 1,635,000 - 1,635,000 Total $ 3,973,000 $ 43,000 $ 4,016,000 In the following table, revenue is disaggregated by major product line for the year ended 2019: Sales Channels LED digital gauges and automotive electronics and accessories LED lighting Total Resellers/retail $ - $ 13,000 $ 13,000 Business to business 1,469,000 1,469,000 Direct to consumer/online 1,165,000 - 1,165,000 Total $ 2,634,000 $ 13,000 $ 2,647,000 Products sold by the Company are distinct individual products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. A significant amount of the Company’s sales are received through several eBay web-commerce websites, which requires customer payment at time of order placement. Customer advanced payments were $29,000 and $15,000 at December 31, 2020 and 2019, respectively, and are recorded as a liability on the consolidated balance sheets. The Company does offer a 30-day return policy from the date of shipment. The Company also provides a limited lifetime warranty on its products. Due to a limited history of returns, the Company does not maintain a warranty reserve. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase. Cash equivalents include funds held in PayPal accounts. Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns is established through a provision reducing the carrying value of receivables. At December 31, 2020, and December 31, 2019, the Company determined that no allowance for doubtful accounts was necessary. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. The Company’s inventories consist almost entirely of finished goods as of December 31, 2020 and 2019. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. At December 31, 2020 and December 31, 2019, the reserve for excess and obsolete inventory was $0 and $12,000, respectively. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows: Building 40 years Building improvements 7 years Vehicles 5 years Production equipment 5 years Office equipment 3 years Furniture and fixtures 7 years Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The Company did not record an impairment loss for the years ended December 31, 2020 and 2019. Product Development Costs Product development costs are expensed in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs were $236,000 and $230,000 for the year ended December 31, 2020 and 2019, respectively. Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound freight are reported as cost of goods sold in the consolidated Statements of Operations, while shipping and handling costs relating to outbound freight are reported as selling, general and administrative expenses in the consolidated statements of operations. The Company classifies amounts billed to customers for shipping fees as revenues. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2020 and 2019. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising costs were $24,000 and $29,000 for the year ended December 31, 2020 and 2019, respectively. Concentration Risks The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. During the years ended December 31, 2020 and 2019, the Company had cash deposits that exceeded the federally insured limit of $250,000. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. Sales. Accounts receivable. Purchases from vendors. Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, accrued payroll liabilities, and advanced customer deposits, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following at December 31, 2020 and 2019: 2020 2019 Building and improvements $ 645,000 $ - Land 96,000 - Vehicles 411,000 345,000 Production equipment 630,000 224,000 Office equipment 35,000 28,000 Furniture and fixtures 48,000 25,000 1,865,000 622,000 Less: accumulated depreciation and amortization (446,000 ) (406,000 ) Property and equipment, net $ 1,419,000 $ 216,000 On April 24, 2020, the Company purchased land, building, and improvements for $741,000, and moved its operations to Euclid, Ohio, in June 2020 (see Note 7). During the year ended December 31, 2020, the Company disposed of $57,000 of fully depreciated property and equipment. Depreciation expense for the years ended December 31, 2020 and 2019 was $100,000 and $57,000, respectively. |
Accrued Payroll to Officer
Accrued Payroll to Officer | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED PAYROLL TO OFFICER | NOTE 4 – ACCRUED PAYROLL TO OFFICER Beginning in January 2018, the Company’s President voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s President was $442,000 and $312,000 as of December 31, 2020 and 2019, respectively. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Line Of Credit Disclosure [Abstract] | |
LINE OF CREDIT | NOTE 5 – LINE OF CREDIT On April 28, 2020, the Company obtained a $50,000 unsecured line of credit from Keybank. The line of credit carries an interest rate of 3.25% per annum. The balance outstanding on the line of credit was $49,000 at December 31, 2020. |
Lease Payable
Lease Payable | 12 Months Ended |
Dec. 31, 2020 | |
Lease Payable [Abstract] | |
LEASE PAYABLE | NOTE 6 – LEASE PAYABLE The Company adopted ASU 2016-02, Leases, effective January 1, 2019. The standard requires a lessee to record a Right of Use (ROU) asset and a corresponding lease liability at the inception of the lease, initially measured at the present value of the lease payments. As a result, we recorded ROU assets aggregating $79,000 as of January 1, 2019. That amount consists of a lease on the Company’s former Eastlake, Ohio office, and existing capitalized leases reclassified to ROU assets of $14,000. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the year ended December 31, 2019, the Company reflected amortization of ROU asset of $54,000 related to these leases, resulting in a net asset balance of $25,000 as of December 31, 2019. During the year ended December 31, 2020, the leases terminated, and the Company reflected the remaining amortization of ROU asset of $25,000, leaving no remaining balance at December 31, 2020. On January 1, 2019, liabilities recorded under finance leases and operating leases were $10,000 and $78,000, respectively. During the year ended December 31, 2019, the Company made payments of $8,000 towards finance lease liability and $52,000 towards its operating lease liability. As of December 31, 2019, liability under finance lease amounted to $2,000 and liability under operating lease amounted to $27,000, which were reflected as current due, under finance leases and operating leases. During the year ended December 31, 2020, the Company made its remaining payments of $2,000 towards its finance lease liability and $27,000 towards its operating lease liability. The weighted average discount rate for the operating lease was 4.0% and 10.10% for the finance lease. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable To Related Parties [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE 7 – LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consists of the following at December 31, 2020 and 2019: 2020 2019 Loan payable to officers/shareholders (a) $ 2,130,000 $ 2,738,000 Loan payable to related party (b) 125,000 125,000 Loan payable to related party – past due (c) 34,000 32,000 Loan payable to related party – (d) 330,000 - Total loans payable to related parties 2,619,000 2,895,000 Loans payable to related parties, current portion (2,619,000 ) (1,662,000 ) Loans payable to related parties, net of current portion $ - $ 1,233,000 a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and shareholder. The Company agreed to pay $4,000,000 in exchange for all the shares of Intellitronix Corporation. The sixty-month loan matures in December 2021, requires monthly payments of $74,000, carries an interest rate of 6.25%, and is secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2018, including accrued interest, was $3,095,000. During the year ended December 31, 2019, the Company accrued interest of $172,000 and made principal loan payments of $529,000, leaving a balance outstanding of $2,738,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $131,000 and made principal loan payments of $739,000, leaving a balance outstanding of $2,130,000 at December 31, 2020. b. During the year ended December 31, 2017, the Company’s President and shareholder, contributed $125,000 of working capital to the Company. The contributed working capital balance were converted into a loan with no interest rate, and due on demand. The loan balance was $125,000 on both December 31, 2020 and 2019. c. In July 2016, the Company assumed an obligation of Solei Systems, Inc, an entity owned by the Company’s President and shareholder. The Company agreed to enter into a note agreement with Huntington National Bank for $60,000. The loan has an interest rate of 6.00% and requires a monthly payment of $1,000. The loan balance on December 31, 2018 was $37,000. During the year ended December 31, 2019, the Company made loan payments of $5,000, leaving a balance outstanding of $32,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $2,000, leaving a balance outstanding of $34,000 at December 31, 2020. At December 31, 2020, the loan was past due, and was paid in full in February 2021. d. On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and shareholder, Paul Spivak (the “Lender”), pursuant to which the Company borrowed $408,000 from the Lender. The Loan has a term of twelve months and carries an interest rate of 6.00%. The Company used the net proceeds from the Loan to acquire the facility described in Note 3. During the year ended December 31, 2020, the Company accrued interest of $15,000, and made principal payments totaling $93,000, leaving a balance outstanding of $330,000 at December 31, 2020. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 8 – LOANS PAYABLE Loan payable consisted of the following as of December 31, 2020 and 2019: 2020 2019 SBA PPP Loan (a) $ - $ - PayPal Working Capital Loan, net of discount (b) 38,000 152,000 PayPal Working Capital Loan, net of discount (c) 14,000 59,000 Secured promissory note (d) 86,000 - Secured promissory note (e) 265,000 - Vehicle loans (f) 131,000 85,000 Equipment loan (g) 16,000 - Equipment loan (h) 17,000 - Loan discount (8,000 ) (27,000 ) Total loans payable 559,000 269,000 Loans payable, current portion (163,000 ) (203,000 ) Loans payable, net of current portion $ 396,000 $ 66,000 a. On April 10, 2020, the Company was granted a loan (the “PPP loan”) from Key Bank in the aggregate amount of $195,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 10, 2020, matures on April 10, 2022, bears interest at a rate of 1% per annum, is unsecured and guaranteed by the U.S. Small Business Administration (SBA). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. On December [ ], 2020, the SBA forgave the loan balance, and the Company recorded the $195,000 as SBA PPP loan forgiveness included in other income and expenses in the consolidated statements of operations. b. On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $11,000 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $64,000, leaving a total of $152,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $114,000, leaving a total of $38,000 owed at December 31, 2020. c. On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $7,000, leaving a total of $59,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $45,000, leaving a total of $14,000 owed at December 31, 2020. d. On March 12, 2020, the Company entered into a loan agreement with Celtic Bank in the principal amount of $150,000 with interest at 32.09% per annum and due on September 12, 2021. The loan requires minimum monthly principal and interest payments of $11,000 and is secured by the Company’s assets and future sales and is personally guaranteed by the Company’s CEO. During the year ended December 31, 2020, the Company made principal payments of $64,000, leaving a total of $86,000 owed at December 31, 2020. e. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. During the year ended December 31, 2020, the Company made principal payments of $1,000, leaving a total of $265,000 owed at December 31, 2020. f. The Company purchases vehicles for its Chief Executive Officer and for research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance was $74,000 at December 31, 2018. During the year ended December 31, 2019, the Company purchased an automobile for $30,000, with loan terms of 72 months and an interest rate of 10.99% per annum, and made aggregate payments of $19,000, leaving an aggregate loan balance on three vehicles of $85,000 at December 31, 2019. During the year ended December 31, 2020, the Company purchased two vehicles for $50,000 and $69,000, respectively, and entered loans ranging from 60 to 144 months, with interest rates per annum of 0% to 5.24%, and made total payments of $73,000, leaving an aggregate loan balance on three vehicles of $131,000 at December 31, 2020. g. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. During the year ended December 31, 2020, the Company made principal payments of $2,000, leaving a total of $16,000 owed at December 31, 2020. h. On November 29, 2020, the Company entered into a $17,000 term loan with CIT Bank related to the purchase of software for its production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 13.18% per annum, and is personally guaranteed by the Company’s CEO. The loan balance was $17,000 at December 31, 2020. The aggregate amount of the loan fees recorded in 2019, related to PayPal Working Capital Loans, was $32,000 and was recorded as a valuation discount to be amortized over the life of the PayPal Working Capital Loans. During the year ended December 31, 2019, amortization of valuation discount of $5,000 was recorded as an interest cost, leaving a $27,000 remaining unamortized balance of the valuation discount at December 31, 2019. During the year ended December 31, 2020, amortization of valuation discount of $19,000 was recorded as an interest cost, leaving a $8,000 remaining unamortized balance of the valuation discount at December 31, 2020. |
Convertible Secured Notes Payab
Convertible Secured Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE SECURED NOTES PAYABLE | NOTE 9 – CONVERTIBLE SECURED NOTES PAYABLE The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. The Convertible Notes provide a conversion right, in which the principal amount of the Convertible Notes, together with any accrued but unpaid interest, could be converted into the Company’s common stock at a conversion price at $0.25 per share. During the year ended December 31, 2019, the Company received proceeds of $113,000 on the issuance of Convertible Notes, leaving an aggregate balance owed of $113,000 at December 31, 2019. During the year ended December 31, 2020, the Company received proceeds of $196,000 on the issuance of Convertible Notes, accrued additional interest of $21,000, and converted $275,000 of principal and interest into shares of the Company’s common stock, leaving a total of $55,000 owed at December 31, 2020. As of December 31, 2020, the Convertible Notes were convertible into 220,000 shares of common stock. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY Common shares issued for cash During the years ended December 31, 2020 and 2019, the Company received proceeds of $683,000 and $622,000 on the sale of 4,275,665 and 2,487,998 shares of common stock, at an average price of $0.16 and $0.25 per share, respectively, as part of its Regulation D offerings . Common shares issued for services The Company entered into various consulting agreements with third parties (“Consultants”) pursuant to which these Consultants provided business development, sales promotion, introduction to new business opportunities, strategic analysis, and sales and marketing activities. In addition, the Company issues its employees common shares to reward performance. During the year ended December 31, 2020 and 2019, the Company issued 125,000 and 4,814,000 shares of common stock to these consultants and employees, with a fair value of $31,000 and $1,204,000 at the date of grant, respectively, which was recognized as compensation cost and included in selling, general and administrative expenses. Common shares issued to an officer On December 23, 2019, the Company issued Paul Spivak, the Company’s President and a shareholder, 27,091,000 shares of Company common stock, with a fair value of $6,772,000, or $0.25 per shares, which was recognized as compensation cost. Common shares issued on conversion of convertible notes During the year ended December 31, 2020, the Company issued 1,222,544 shares of the Company common stock on the conversion of principal and accrued interest of $275,000 on its convertible notes payable. Summary of Warrants A summary of warrants for the years ended December 31, 2020 and 2019, is as follows: Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2018 15,301,354 0.50 Warrants granted 150,000 0.50 Warrants exercised - - Warrants expired or forfeited (9,637,354 ) 0.50 Balance outstanding, December 31, 2019 5,814,000 0.50 Warrants granted 20,000 0.25 Warrants exercised - - Warrants expired or forfeited (5,814,000 ) 0.50 Balance outstanding, December 31, 2020 20,000 $ 0.25 Balance exercisable, December 31, 2020 20,000 $ 0.25 Information relating to outstanding warrants at December 31, 2020, summarized by exercise price, is as follows: Outstanding Exercisable Exercise Price Shares Life (Years) Weighted Average Shares Weighted Average $ 0.25 20,000 0.69 $ 0.25 20,000 $ 0.25 In conjunction with the sale of a portion of the common shares issued as part of its Regulation D offering discussed above, the Company issued eighteen-month warrants to purchase shares of common stock at an exercise price of $0.50 and $0.25. During the year ended December 31, 2020, the Company issued warrants to purchase 20,000 shares of common stock at an exercise price of $0.25. During the year ended December 31, 2019, the Company issued warrants to purchase 150,000 shares of common stock at an exercise price of $0.50. The weighted-average remaining contractual life of warrants outstanding and exercisable at December 31, 2020 was 0.69 years. The outstanding and exercisable warrants at no intrinsic value at December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES At December 31, 2020, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $5,800,000 for Federal and state purposes. The carryforwards expire in various amounts through 2040. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2020 and 2019, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2020, and 2019, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2017 through 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: December 31, December 31, Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % The components of deferred taxes consist of the following at December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Net operating loss carryforwards $ 1,430,000 $ 1,922,000 Less: Valuation allowance (1,430,000 ) (1,922,000 ) Net deferred tax assets $ - $ - |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2020 | |
Legal Proceedings Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 12 – LEGAL PROCEEDINGS Intellitronix Corporation is a defendant in a lawsuit filed by Michael A. Kunzman & Associates, Inc. for alleged nonpayment of manufacturer’s representation commissions. The lawsuit was filed on August 24, 2020 and is currently pending in the Circuit Court for Oakland County, Michigan. Intellitronix Corporation denies the allegations and intends to assert, upon leave of Court, a counterclaim to recover its damages. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | NOTE 13 – RELATED PARTY TRANSACTION On July 1, 2020, the Company entered a twenty-four (24) month commercial lease agreement with MigMarine Corporation for $5,000 per month. MigMarine Corporation is owned by Paul Spivak, the Company’s President. The Company recorded lease income of $30,000 during the year ended December 31, 2020, and as of December 31, 2020, $30,000 is included in accounts receivable, related party on the consolidated balance sheet. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Subsequent to December 31, 2020, the Company received proceeds of $146,000 on the sale of 975,000 shares of common stock, at an average price of $0.15 per share, as part of its Regulation D offering . Subsequent to December 31, 2020, the Company created a new subsidiary on January 11, 2021 called Cortes Campers, LLC, domiciled in Wyoming. Cortes was created to market tow behind travel trailers for the recreational vehicle market and has had no sales as of the date of this report. Cortes is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s CEO. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Intellitronix Corp. Intercompany transactions and balances have been eliminated in consolidation. |
Loss per Share Calculations | Loss per Share Calculations Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. Warrants to acquire 20,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at December 31, 2020, as their effect would have been anti-dilutive. Warrants to acquire 5,814,000 shares of common stock, and 473,808 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at December 31, 2019, as their effect would have been anti-dilutive. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our allowances for doubtful accounts, reserves for inventory obsolescence, valuing derivative liabilities, valuing equity instruments issued for services, and valuation allowance for deferred tax assets, among others. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09. This standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services. Under this guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied. In the following table, revenue is disaggregated by major product line for the year ended 2020: Sales Channels LED digital LED lighting Total Resellers/retail $ - $ 43,000 $ 43,000 Business to business 2,338,000 2,338,000 Direct to consumer 1,635,000 - 1,635,000 Total $ 3,973,000 $ 43,000 $ 4,016,000 In the following table, revenue is disaggregated by major product line for the year ended 2019: Sales Channels LED digital gauges and automotive electronics and accessories LED lighting Total Resellers/retail $ - $ 13,000 $ 13,000 Business to business 1,469,000 1,469,000 Direct to consumer/online 1,165,000 - 1,165,000 Total $ 2,634,000 $ 13,000 $ 2,647,000 Products sold by the Company are distinct individual products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. A significant amount of the Company’s sales are received through several eBay web-commerce websites, which requires customer payment at time of order placement. Customer advanced payments were $29,000 and $15,000 at December 31, 2020 and 2019, respectively, and are recorded as a liability on the consolidated balance sheets. The Company does offer a 30-day return policy from the date of shipment. The Company also provides a limited lifetime warranty on its products. Due to a limited history of returns, the Company does not maintain a warranty reserve. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase. Cash equivalents include funds held in PayPal accounts. |
Accounts Receivable | Accounts Receivable The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns is established through a provision reducing the carrying value of receivables. At December 31, 2020, and December 31, 2019, the Company determined that no allowance for doubtful accounts was necessary. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. The Company’s inventories consist almost entirely of finished goods as of December 31, 2020 and 2019. The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. At December 31, 2020 and December 31, 2019, the reserve for excess and obsolete inventory was $0 and $12,000, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows: Building 40 years Building improvements 7 years Vehicles 5 years Production equipment 5 years Office equipment 3 years Furniture and fixtures 7 years Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The Company did not record an impairment loss for the years ended December 31, 2020 and 2019. |
Product Development Costs | Product Development Costs Product development costs are expensed in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs were $236,000 and $230,000 for the year ended December 31, 2020 and 2019, respectively. |
Shipping and Handling Costs | Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound freight are reported as cost of goods sold in the consolidated Statements of Operations, while shipping and handling costs relating to outbound freight are reported as selling, general and administrative expenses in the consolidated statements of operations. The Company classifies amounts billed to customers for shipping fees as revenues. |
Income Taxes | Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2020 and 2019. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising costs were $24,000 and $29,000 for the year ended December 31, 2020 and 2019, respectively. |
Concentration Risks | Concentration Risks The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. During the years ended December 31, 2020 and 2019, the Company had cash deposits that exceeded the federally insured limit of $250,000. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the financial institution. Sales. Accounts receivable. Purchases from vendors. |
Fair Value Measurements | Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — Quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, accrued payroll liabilities, and advanced customer deposits, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue is disaggregated | Sales Channels LED digital LED lighting Total Resellers/retail $ - $ 43,000 $ 43,000 Business to business 2,338,000 2,338,000 Direct to consumer 1,635,000 - 1,635,000 Total $ 3,973,000 $ 43,000 $ 4,016,000 Sales Channels LED digital gauges and automotive electronics and accessories LED lighting Total Resellers/retail $ - $ 13,000 $ 13,000 Business to business 1,469,000 1,469,000 Direct to consumer/online 1,165,000 - 1,165,000 Total $ 2,634,000 $ 13,000 $ 2,647,000 |
Schedule of property and equipment estimated useful lives | Building 40 years Building improvements 7 years Vehicles 5 years Production equipment 5 years Office equipment 3 years Furniture and fixtures 7 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2020 2019 Building and improvements $ 645,000 $ - Land 96,000 - Vehicles 411,000 345,000 Production equipment 630,000 224,000 Office equipment 35,000 28,000 Furniture and fixtures 48,000 25,000 1,865,000 622,000 Less: accumulated depreciation and amortization (446,000 ) (406,000 ) Property and equipment, net $ 1,419,000 $ 216,000 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Loans Payable To Related Parties [Abstract] | |
Schedule of loans payable to related parties | 2020 2019 Loan payable to officers/shareholders (a) $ 2,130,000 $ 2,738,000 Loan payable to related party (b) 125,000 125,000 Loan payable to related party – past due (c) 34,000 32,000 Loan payable to related party – (d) 330,000 - Total loans payable to related parties 2,619,000 2,895,000 Loans payable to related parties, current portion (2,619,000 ) (1,662,000 ) Loans payable to related parties, net of current portion $ - $ 1,233,000 a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and shareholder. The Company agreed to pay $4,000,000 in exchange for all the shares of Intellitronix Corporation. The sixty-month loan matures in December 2021, requires monthly payments of $74,000, carries an interest rate of 6.25%, and is secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2018, including accrued interest, was $3,095,000. During the year ended December 31, 2019, the Company accrued interest of $172,000 and made principal loan payments of $529,000, leaving a balance outstanding of $2,738,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $131,000 and made principal loan payments of $739,000, leaving a balance outstanding of $2,130,000 at December 31, 2020. b. During the year ended December 31, 2017, the Company’s President and shareholder, contributed $125,000 of working capital to the Company. The contributed working capital balance were converted into a loan with no interest rate, and due on demand. The loan balance was $125,000 on both December 31, 2020 and 2019. c. In July 2016, the Company assumed an obligation of Solei Systems, Inc, an entity owned by the Company’s President and shareholder. The Company agreed to enter into a note agreement with Huntington National Bank for $60,000. The loan has an interest rate of 6.00% and requires a monthly payment of $1,000. The loan balance on December 31, 2018 was $37,000. During the year ended December 31, 2019, the Company made loan payments of $5,000, leaving a balance outstanding of $32,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $2,000, leaving a balance outstanding of $34,000 at December 31, 2020. At December 31, 2020, the loan was past due, and was paid in full in February 2021. d. On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and shareholder, Paul Spivak (the “Lender”), pursuant to which the Company borrowed $408,000 from the Lender. The Loan has a term of twelve months and carries an interest rate of 6.00%. The Company used the net proceeds from the Loan to acquire the facility described in Note 3. During the year ended December 31, 2020, the Company accrued interest of $15,000, and made principal payments totaling $93,000, leaving a balance outstanding of $330,000 at December 31, 2020. |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of loans payable | 2020 2019 SBA PPP Loan (a) $ - $ - PayPal Working Capital Loan, net of discount (b) 38,000 152,000 PayPal Working Capital Loan, net of discount (c) 14,000 59,000 Secured promissory note (d) 86,000 - Secured promissory note (e) 265,000 - Vehicle loans (f) 131,000 85,000 Equipment loan (g) 16,000 - Equipment loan (h) 17,000 - Loan discount (8,000 ) (27,000 ) Total loans payable 559,000 269,000 Loans payable, current portion (163,000 ) (203,000 ) Loans payable, net of current portion $ 396,000 $ 66,000 a. On April 10, 2020, the Company was granted a loan (the “PPP loan”) from Key Bank in the aggregate amount of $195,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 10, 2020, matures on April 10, 2022, bears interest at a rate of 1% per annum, is unsecured and guaranteed by the U.S. Small Business Administration (SBA). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. On December [ ], 2020, the SBA forgave the loan balance, and the Company recorded the $195,000 as SBA PPP loan forgiveness included in other income and expenses in the consolidated statements of operations. b. On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $11,000 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $64,000, leaving a total of $152,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $114,000, leaving a total of $38,000 owed at December 31, 2020. c. On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $7,000, leaving a total of $59,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $45,000, leaving a total of $14,000 owed at December 31, 2020. d. On March 12, 2020, the Company entered into a loan agreement with Celtic Bank in the principal amount of $150,000 with interest at 32.09% per annum and due on September 12, 2021. The loan requires minimum monthly principal and interest payments of $11,000 and is secured by the Company’s assets and future sales and is personally guaranteed by the Company’s CEO. During the year ended December 31, 2020, the Company made principal payments of $64,000, leaving a total of $86,000 owed at December 31, 2020. e. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. During the year ended December 31, 2020, the Company made principal payments of $1,000, leaving a total of $265,000 owed at December 31, 2020. f. The Company purchases vehicles for its Chief Executive Officer and for research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance was $74,000 at December 31, 2018. During the year ended December 31, 2019, the Company purchased an automobile for $30,000, with loan terms of 72 months and an interest rate of 10.99% per annum, and made aggregate payments of $19,000, leaving an aggregate loan balance on three vehicles of $85,000 at December 31, 2019. During the year ended December 31, 2020, the Company purchased two vehicles for $50,000 and $69,000, respectively, and entered loans ranging from 60 to 144 months, with interest rates per annum of 0% to 5.24%, and made total payments of $73,000, leaving an aggregate loan balance on three vehicles of $131,000 at December 31, 2020. g. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. During the year ended December 31, 2020, the Company made principal payments of $2,000, leaving a total of $16,000 owed at December 31, 2020. h. On November 29, 2020, the Company entered into a $17,000 term loan with CIT Bank related to the purchase of software for its production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 13.18% per annum, and is personally guaranteed by the Company’s CEO. The loan balance was $17,000 at December 31, 2020. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant | Weighted Number Average of Exercise Warrants Price Balance outstanding, December 31, 2018 15,301,354 0.50 Warrants granted 150,000 0.50 Warrants exercised - - Warrants expired or forfeited (9,637,354 ) 0.50 Balance outstanding, December 31, 2019 5,814,000 0.50 Warrants granted 20,000 0.25 Warrants exercised - - Warrants expired or forfeited (5,814,000 ) 0.50 Balance outstanding, December 31, 2020 20,000 $ 0.25 Balance exercisable, December 31, 2020 20,000 $ 0.25 |
Schedule of warrants outstanding | Outstanding Exercisable Exercise Price Shares Life (Years) Weighted Average Shares Weighted Average $ 0.25 20,000 0.69 $ 0.25 20,000 $ 0.25 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of effective tax rate | December 31, December 31, Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % |
Schedule of components of deferred income taxes | December 31, 2020 December 31, 2019 Net operating loss carryforwards $ 1,430,000 $ 1,922,000 Less: Valuation allowance (1,430,000 ) (1,922,000 ) Net deferred tax assets $ - $ - |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Net income | $ 485,000 | |
Cash from operations | 531,000 | $ (315,000) |
Current asset | 594,000 | |
Non-related party liabilities current | 224,000 | |
Cash on hand | $ 108,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Customer advanced payments (in Dollars) | $ 29,000 | $ 15,000 |
Reserve for excess and obsolete inventory (in Dollars) | 0 | 12,000 |
Product development costs (in Dollars) | 236,000 | 230,000 |
Advertising costs (in Dollars) | 24,000 | 29,000 |
Cash deposits (in Dollars) | $ 250,000 | $ 250,000 |
Sales Revenue, Net [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of customers | 2 | |
Concentration risks percentage | 10.00% | 10.00% |
Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of customers | 2 | 4 |
Net Purchase [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 10.00% | |
Number of vendors | 2 | |
Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares of common stock (in Shares) | shares | 20,000 | 5,814,000 |
Convertible Note Agreements [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shares of common stock (in Shares) | shares | 473,808 | |
Raw Materials [Member] | Net Purchase [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 55.00% | 47.00% |
Customer One [Member] | Sales Revenue, Net [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 15.00% | 15.00% |
Customer One [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 30.00% | 25.00% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 14.00% | |
Customer Two [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 26.00% | 22.00% |
Customer Three [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 14.00% | |
Customer Four [Member] | Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 11.00% | |
Vendor One [Member] | Net Purchase [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 18.00% | 19.00% |
Vendor Two [Member] | Net Purchase [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration risks percentage | 14.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of revenue is disaggregated - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 4,016,000 | $ 2,647,000 |
LED digital gauges and automotive electronics and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 3,973,000 | 2,634,000 |
LED lighting tubes and bulbs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43,000 | 13,000 |
Resellers/retail [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43,000 | 13,000 |
Resellers/retail [Member] | LED digital gauges and automotive electronics and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | ||
Resellers/retail [Member] | LED lighting tubes and bulbs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43,000 | 13,000 |
Business to business [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,338,000 | 1,469,000 |
Business to business [Member] | LED digital gauges and automotive electronics and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,338,000 | 1,469,000 |
Direct to consumer/online [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,635,000 | 1,165,000 |
Direct to consumer/online [Member] | LED digital gauges and automotive electronics and accessories [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,635,000 | 1,165,000 |
Direct to consumer/online [Member] | LED lighting tubes and bulbs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 12 Months Ended |
Dec. 31, 2020 | |
Building [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 40 years |
Building improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Vehicles [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Production equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Office equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and fixtures [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Purchase of land, building, and improvements | $ 741,000 | ||
Dispose of property and equipment | $ 57,000 | ||
Depreciation expense | $ 100,000 | $ 57,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,865,000 | $ 622,000 |
Less: accumulated depreciation and amortization | (446,000) | (406,000) |
Property and equipment, net | 1,419,000 | 216,000 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 645,000 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 96,000 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 411,000 | 345,000 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 630,000 | 224,000 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,000 | 28,000 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 48,000 | $ 25,000 |
Accrued Payroll to Officer (Det
Accrued Payroll to Officer (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll to officer | $ 442,000 | $ 312,000 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 28, 2020 | Dec. 31, 2020 | |
Line Of Credit Disclosure [Abstract] | ||
Unsecured line of credit | $ 50,000 | |
Interest rate | 3.25% | |
Line of credit outstanding amount | $ 49,000 |
Lease Payable (Details)
Lease Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | |
Lease Payable [Abstract] | |||
Aggregate right of use assets | $ 25,000 | $ 79,000 | |
Capital leases right of use assets | 14,000 | ||
Amortization of right of use asset | 25,000 | 54,000 | |
Net asset balance | 25,000 | ||
Finance lease liability | 2,000 | 10,000 | |
Operating lease liability | 27,000 | $ 78,000 | |
Payments of finance lease liability | 2,000 | 8,000 | |
Payments of operating lease liability | $ 27,000 | $ 52,000 | |
Weighted average discount rate for operating lease | 4.00% | ||
Weighted average discount rate for finance lease | 10.10% |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Details) - USD ($) | Dec. 01, 2016 | Dec. 31, 2018 | Jul. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Aug. 03, 2020 | Apr. 24, 2020 | Aug. 12, 2019 |
Loans Payable to Related Parties (Details) [Line Items] | |||||||||
Accrued interest amount | $ 131,000 | $ 172,000 | |||||||
Principal loan payments | 739,000 | ||||||||
Balance outstanding | 2,619,000 | 2,895,000 | |||||||
Leaving balance outstanding | 2,130,000 | ||||||||
Working capital | 32,000 | ||||||||
Loan balance | $ 18,000 | $ 216,000 | |||||||
Loan payment | 275,000 | ||||||||
Loan payable to officers/shareholders [Member] | |||||||||
Loans Payable to Related Parties (Details) [Line Items] | |||||||||
Periodic payment | $ 4,000,000 | ||||||||
Maturity date description | The sixty-month loan matures in December 2021 | ||||||||
Monthly payments | $74,000 | ||||||||
Interest rate | 6.25% | ||||||||
Accrued interest amount | $ 3,095,000 | ||||||||
Principal loan payments | 529,000 | ||||||||
Balance outstanding | 2,738,000 | ||||||||
Loan payable to related party [Member] | |||||||||
Loans Payable to Related Parties (Details) [Line Items] | |||||||||
Working capital | $ 125,000 | ||||||||
Loan balance | 125,000 | 125,000 | |||||||
Loan payable to related party – past due [Member] | |||||||||
Loans Payable to Related Parties (Details) [Line Items] | |||||||||
Periodic payment | $ 1,000 | ||||||||
Accrued interest amount | 2,000 | ||||||||
Principal loan payments | 5,000 | ||||||||
Balance outstanding | 34,000 | $ 32,000 | |||||||
Loan balance | $ 37,000 | $ 60,000 | |||||||
Interest rate | 6.00% | ||||||||
Paul Spivak [Member] | |||||||||
Loans Payable to Related Parties (Details) [Line Items] | |||||||||
Accrued interest amount | 15,000 | ||||||||
Balance outstanding | 330,000 | ||||||||
Interest rate | 6.00% | ||||||||
Borrowed from the lender | $ 408,000 | ||||||||
Loan payment | $ 93,000 |
Loans Payable to Related Part_4
Loans Payable to Related Parties (Details) - Schedule of loans payable to related parties - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total loans payable to related parties | $ 2,619,000 | $ 2,895,000 | |
Loans payable to related parties, current portion | (2,619,000) | (1,662,000) | |
Loans payable to related parties, net of current portion | 1,233,000 | ||
Loan payable to officers/shareholders [Member] | |||
Debt Instrument [Line Items] | |||
Loan payable to officers/shreholders | [1] | 2,130,000 | 2,738,000 |
Loan payable to related party [Member] | |||
Debt Instrument [Line Items] | |||
Loan payale to related party | [2] | 125,000 | 125,000 |
Loan payable to related party – past due [Member] | |||
Debt Instrument [Line Items] | |||
Loan payable to related party – past due | [3] | 34,000 | 32,000 |
Loan payable to related party One [Member] | |||
Debt Instrument [Line Items] | |||
Loan payable to relate party | [4] | $ 330,000 | |
[1] | On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and shareholder. The Company agreed to pay $4,000,000 in exchange for all the shares of Intellitronix Corporation. The sixty-month loan matures in December 2021, requires monthly payments of $74,000, carries an interest rate of 6.25%, and is secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2018, including accrued interest, was $3,095,000. During the year ended December 31, 2019, the Company accrued interest of $172,000 and made principal loan payments of $529,000, leaving a balance outstanding of $2,738,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $131,000 and made principal loan payments of $739,000, leaving a balance outstanding of $2,130,000 at December 31, 2020. | ||
[2] | During the year ended December 31, 2017, the Company’s President and shareholder, contributed $125,000 of working capital to the Company. The contributed working capital balance were converted into a loan with no interest rate, and due on demand. The loan balance was $125,000 on both December 31, 2020 and 2019. | ||
[3] | In July 2016, the Company assumed an obligation of Solei Systems, Inc, an entity owned by the Company’s President and shareholder. The Company agreed to enter into a note agreement with Huntington National Bank for $60,000. The loan has an interest rate of 6.00% and requires a monthly payment of $1,000. The loan balance on December 31, 2018 was $37,000. During the year ended December 31, 2019, the Company made loan payments of $5,000, leaving a balance outstanding of $32,000 at December 31, 2019. During the year ended December 31, 2020, the Company accrued interest of $2,000, leaving a balance outstanding of $34,000 at December 31, 2020. At December 31, 2020, the loan was past due, and was paid in full in February 2021. | ||
[4] | On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and shareholder, Paul Spivak (the “Lender”), pursuant to which the Company borrowed $408,000 from the Lender. The Loan has a term of twelve months and carries an interest rate of 6.00%. The Company used the net proceeds from the Loan to acquire the facility described in Note 3. During the year ended December 31, 2020, the Company accrued interest of $15,000, and made principal payments totaling $93,000, leaving a balance outstanding of $330,000 at December 31, 2020. |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Aug. 03, 2020 | Aug. 26, 2020 | Apr. 10, 2020 | Mar. 12, 2020 | Nov. 25, 2019 | Aug. 12, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 29, 2020 | Dec. 31, 2018 | |
Loans Payable (Details) [Line Items] | |||||||||||
Principal amount of the loan | $ 18,000 | $ 216,000 | |||||||||
Net proceeds | $ 200,000 | ||||||||||
Loan fees | $16,000 | ||||||||||
Loans payable, description | The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $11,000 every 90-day period. | ||||||||||
Principal payments | $ 114,000 | $ 64,000 | |||||||||
Balance owed | 38,000 | 152,000 | |||||||||
Monthly principal amount | 739,000 | ||||||||||
Debt aggregate payments | 19,000 | ||||||||||
Principal payments | 275,000 | ||||||||||
Loans payable | 559,000 | 269,000 | |||||||||
Working capital loan | 32,000 | ||||||||||
Debt instrument, unamortized discount | 5,000 | ||||||||||
Remaining unamortized discount | 8,000 | 27,000 | |||||||||
Interest cost | 19,000 | ||||||||||
PPP Loan [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Loan granted | $ 195,000 | ||||||||||
Loan maturity date | Apr. 10, 2022 | ||||||||||
Interest rate | 1.00% | ||||||||||
Other income and expenses | 195,000 | ||||||||||
PayPal Working Capital Loan [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Principal amount of the loan | $ 66,000 | ||||||||||
Net proceeds | $ 50,000 | ||||||||||
Loan fees | $16,000 | ||||||||||
Loans payable, description | The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. | ||||||||||
Principal payments | 45,000 | 7,000 | |||||||||
Balance owed | 14,000 | 59,000 | |||||||||
Loans payable | [1] | 14,000 | $ 59,000 | ||||||||
Apex Commercial Capital Corp [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Principal amount of the loan | $ 266,000 | ||||||||||
Loans payable, description | The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. | ||||||||||
Principal payments | 1,000 | ||||||||||
Balance owed | 265,000 | ||||||||||
Interest rate | 9.49% | ||||||||||
Vehicles [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Loan granted | 73,000 | ||||||||||
Interest rate | 10.99% | ||||||||||
Aggregate loan balance | $ 74,000 | ||||||||||
Purchased amount | $ 30,000 | ||||||||||
Loan term | 72 months | ||||||||||
Loan balance | $ 131,000 | $ 85,000 | |||||||||
Vehicles [Member] | Minimum[ [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Interest rate | 0.00% | ||||||||||
Vehicles [Member] | Maximum [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Interest rate | 5.24% | ||||||||||
One vehicles [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Purchased amount | $ 50,000 | ||||||||||
Two vehicles [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Purchased amount | 69,000 | ||||||||||
Equipment loan [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Balance owed | 16,000 | ||||||||||
Interest rate | 8.48% | ||||||||||
Loan term | 36 months | ||||||||||
Principal payments | 2,000 | ||||||||||
Loans payable | [2] | 16,000 | |||||||||
CIT Bank [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Interest rate | 13.18% | ||||||||||
Principal amount of the loan | $ 17,000 | ||||||||||
Loans payable | 17,000 | ||||||||||
Loan Agreement [Member] | Notes payable to Celtic Bank [Member] | |||||||||||
Loans Payable (Details) [Line Items] | |||||||||||
Principal amount of the loan | $ 150,000 | ||||||||||
Principal payments | 64,000 | ||||||||||
Balance owed | $ 86,000 | ||||||||||
Interest rate | 32.09% | ||||||||||
Debt due date | Sep. 12, 2021 | ||||||||||
Monthly principal amount | $ 11,000 | ||||||||||
[1] | On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $7,000, leaving a total of $59,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $45,000, leaving a total of $14,000 owed at December 31, 2020. | ||||||||||
[2] | On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. During the year ended December 31, 2020, the Company made principal payments of $2,000, leaving a total of $16,000 owed at December 31, 2020. |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | $ 559,000 | $ 269,000 | |
Loans payable, current portion | (163,000) | (203,000) | |
Loans payable, net of current portion | 396,000 | 66,000 | |
Loan discount | (8,000) | (27,000) | |
SBA PPP Loan [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [1] | ||
PayPal Working Capital Loan, net of discount one [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [2] | 38,000 | 152,000 |
PayPal Working Capital Loan, net of discount two [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [3] | 14,000 | 59,000 |
Secured promissory note [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [4] | 86,000 | |
Secured promissory note one [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [5] | 265,000 | |
Vehicle loans [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [6] | 131,000 | 85,000 |
Equipment loan [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [7] | 16,000 | |
Equipment loan one [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [8] | $ 17,000 | |
[1] | On April 10, 2020, the Company was granted a loan (the “PPP loan”) from Key Bank in the aggregate amount of $195,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 10, 2020, matures on April 10, 2022, bears interest at a rate of 1% per annum, is unsecured and guaranteed by the U.S. Small Business Administration (SBA). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. On December [ ], 2020, the SBA forgave the loan balance, and the Company recorded the $195,000 as SBA PPP loan forgiveness included in other income and expenses in the consolidated statements of operations. | ||
[2] | On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $11,000 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $64,000, leaving a total of $152,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $114,000, leaving a total of $38,000 owed at December 31, 2020. | ||
[3] | On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. During the year ended December 31, 2019, the Company made principal payments of $7,000, leaving a total of $59,000 owed at December 31, 2019. During the year ended December 31, 2020, the Company made principal payments of $45,000, leaving a total of $14,000 owed at December 31, 2020. | ||
[4] | On March 12, 2020, the Company entered into a loan agreement with Celtic Bank in the principal amount of $150,000 with interest at 32.09% per annum and due on September 12, 2021. The loan requires minimum monthly principal and interest payments of $11,000 and is secured by the Company’s assets and future sales and is personally guaranteed by the Company’s CEO. During the year ended December 31, 2020, the Company made principal payments of $64,000, leaving a total of $86,000 owed at December 31, 2020. | ||
[5] | On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. During the year ended December 31, 2020, the Company made principal payments of $1,000, leaving a total of $265,000 owed at December 31, 2020. | ||
[6] | The Company purchases vehicles for its Chief Executive Officer and for research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance was $74,000 at December 31, 2018. During the year ended December 31, 2019, the Company purchased an automobile for $30,000, with loan terms of 72 months and an interest rate of 10.99% per annum, and made aggregate payments of $19,000, leaving an aggregate loan balance on three vehicles of $85,000 at December 31, 2019. During the year ended December 31, 2020, the Company purchased two vehicles for $50,000 and $69,000, respectively, and entered loans ranging from 60 to 144 months, with interest rates per annum of 0% to 5.24%, and made total payments of $73,000, leaving an aggregate loan balance on three vehicles of $131,000 at December 31, 2020. | ||
[7] | On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. During the year ended December 31, 2020, the Company made principal payments of $2,000, leaving a total of $16,000 owed at December 31, 2020. | ||
[8] | On November 29, 2020, the Company entered into a $17,000 term loan with CIT Bank related to the purchase of software for its production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 13.18% per annum, and is personally guaranteed by the Company’s CEO. The loan balance was $17,000 at December 31, 2020. |
Convertible Secured Notes Pay_2
Convertible Secured Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Convertible debt, description | The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. | |
Conversion price (in Dollars per share) | $ 0.25 | |
Proceeds from issuance of convertible notes | $ 196,000 | $ 113,000 |
Balance of convertible notes | $ 113,000 | |
Accrued additional interest | 21,000 | |
Principal amount | 275,000 | |
Convertible amount | $ 55,000 | |
Common stock convertible shares (in Shares) | 220,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Details) [Line Items] | |||
Received proceeds (in Dollars) | $ 683,000 | $ 622,000 | |
Sale of common stock | 4,275,665 | ||
Weighted average exercise price (in Dollars per share) | $ 0.16 | $ 0.25 | |
Price per share (in Dollars per share) | $ 0.15 | ||
Conversion of common stock issued | 1,222,544 | ||
Conversion of convertible notes payable and accrued interest (in Dollars) | $ 275,000 | ||
Exercise price (in Dollars per share) | $ 0.50 | $ 0.25 | |
Warrants issued | 20,000 | 150,000 | |
Shares Issued, Price Per Share (in Dollars per share) | $ 0.25 | $ 0.50 | |
weighted-average remaining contractual life of warrants outstanding and exercisable. | 251 days | ||
Common Stock [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Sale of common stock | 2,487,998 | ||
Common stock issued | 125,000 | 4,814,000 | |
Fair value of grant date compensation cost (in Dollars) | $ 31,000 | $ 1,204,000 | |
Price per share (in Dollars per share) | $ 0.25 | ||
President [Member] | Common Stock [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Common stock issued | 27,091,000 | ||
Fair value of grant date compensation cost (in Dollars) | $ 6,772,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of warrant - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of warrant [Abstract] | ||
Number of warrants outstanding, beginning balance | 5,814,000 | 15,301,354 |
Weighted average exercise price outstanding, beginning balance | $ 0.50 | $ 0.50 |
Number of warrants, granted | 20,000 | 150,000 |
Weighted average exercise price, warrants granted | $ 0.25 | $ 0.50 |
Number of warrants, exercised | ||
Weighted average exercise price, warrants exercised | ||
Number of warrants, expired or forfeited | (5,814,000) | (9,637,354) |
Weighted average exercise price, warrants expired or forfeited | $ 0.50 | $ 0.50 |
Number of warrants outstanding, ending balance | 20,000 | 5,814,000 |
Weighted average exercise price outstanding, ending balance | $ 0.25 | $ 0.50 |
Number of warrants, exercisable | 20,000 | |
Weighted average exercise price, exercisable | $ 0.25 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of warrants outstanding - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of warrants outstanding [Line Items] | |
Outstanding warrants, exercise price per share | $ 0.25 |
Outstanding warrants, shares (in Shares) | shares | 20,000 |
Outstanding warrants, life (years) | 251 days |
Outstanding warrants, weighted average exercise price | $ 0.25 |
Exercisable warrants, shares (in Shares) | shares | 20,000 |
Exercisable warrants, weighted average exercise price | $ 0.25 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 5,800,000 |
Description of limit to use of net operating loss and ownership change | which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of reconciliation of effective tax rate | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of effective tax rate [Abstract] | ||
Income tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income tax benefit, net of federal benefit | (6.00%) | (6.00%) |
Change in valuation allowance | 27.00% | 27.00% |
Income taxes at effective tax rate |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of components of deferred income taxes - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of components of deferred income taxes [Abstract] | ||
Net operating loss carryforwards | $ 1,430,000 | $ 1,922,000 |
Less: Valuation allowance | (1,430,000) | (1,922,000) |
Net deferred tax assets |
Related Party Transaction (Deta
Related Party Transaction (Details) - USD ($) | Jul. 01, 2020 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Lease term of commercial lease agreement | 24 months | |
Commercial lease agreement costs | $ 5,000 | |
Lease income | $ 30,000 | |
Accounts receivable, related party | $ 30,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Subsequent Events [Abstract] | |
Proceeds of issuance value | $ | $ 146,000 |
Proceeds of issuance shares | shares | 975,000 |
Average price per share | $ / shares | $ 0.15 |
Subsequent event, description | the Company created a new subsidiary on January 11, 2021 called Cortes Campers, LLC, domiciled in Wyoming. Cortes was created to market tow behind travel trailers for the recreational vehicle market and has had no sales as of the date of this report. Cortes is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s CEO. |