Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | U.S. Lighting Group, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 97,848,735 | |
Amendment Flag | false | |
Entity Central Index Key | 0001536394 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55689 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 46-3556776 | |
Entity Address, Address Line One | 1148 East 222nd Street | |
Entity Address, City or Town | Euclid | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44117 | |
City Area Code | (216) | |
Local Phone Number | 896-7000 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 91,000 | $ 108,000 |
Accounts receivable | 541,000 | |
Accounts receivable, related party | 30,000 | |
Inventories, net | ||
Prepaid expenses and other current assets | 122,000 | |
Investment in trading securities | 3,103,000 | |
Assets of discontinued operations | 351,000 | 879,000 |
Total Current Assets | 3,667,000 | 1,558,000 |
Property and equipment, net | 798,000 | 769,000 |
Total Assets | 4,465,000 | 2,327,000 |
Current Liabilities | ||
Accounts payable | 17,000 | 47,000 |
Accrued expenses | 5,000 | 10,000 |
Accrued payroll to a former officer | 536,000 | 286,000 |
Convertible notes payable | 59,000 | 55,000 |
Loan payable– current portion | 36,000 | |
Loans payable, related party – current portion | 1,551,000 | 2,619,000 |
Liabilities of discontinued operations | 348,000 | 1,174,000 |
Total Current Liabilities | 2,552,000 | 4,191,000 |
Loans payable, net of current portion | 265,000 | |
Total Liabilities | 2,817,000 | 4,191,000 |
Commitments and Contingencies | ||
Shareholders’ Equity (Deficit) | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 97,848,735 and 95,970,735 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 10,000 | 10,000 |
Additional paid-in-capital | 17,791,000 | 17,435,000 |
Accumulated deficit | (16,153,000) | (19,309,000) |
Total Shareholders’ Equity (Deficit) | 1,648,000 | (1,864,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 4,465,000 | $ 2,327,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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 | 97,848,735 | 95,970,735 |
Common stock, shares outstanding | 97,848,735 | 95,970,735 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 21,000 | $ 1,000 | $ 23,000 | $ 2,000 |
Cost of goods sold | 1,000 | 3,000 | 1,000 | |
Gross profit | 21,000 | 20,000 | 1,000 | |
Operating expenses | ||||
Selling, general and administrative expenses | 224,000 | 163,000 | 799,000 | 494,000 |
Product development costs | 2,000 | 31,000 | 41,000 | 119,000 |
Total operating expenses | 226,000 | 194,000 | 840,000 | 613,000 |
Loss from operations | (205,000) | (194,000) | (820,000) | (612,000) |
Other income (expense) | ||||
Other income, net | 22,000 | 3,000 | ||
Lease income, related party | 15,000 | 45,000 | ||
Gain on extinguishment of debt | 52,000 | 52,000 | ||
Gain on extinguishment of debt, related party | 9,000 | 9,000 | ||
Unrealized (loss) gain | (9,000) | 195,000 | ||
Interest income, net | 7,000 | 7,000 | ||
Interest expense | (8,000) | (17,000) | ||
Interest expense, related party | (25,000) | (40,000) | (75,000) | (116,000) |
Total other income (expense) | 63,000 | (40,000) | 219,000 | (116,000) |
Net Loss From Continuing operations | (142,000) | (234,000) | (601,000) | (728,000) |
Net Income From Sale of Discontinued operations | 3,915,000 | |||
Net Income (Loss) From Discontinued operations | (7,000) | 87,000 | (158,000) | 288,000 |
Net (Loss) Income | $ (149,000) | $ (147,000) | $ 3,156,000 | $ (440,000) |
Basic loss per share from continuing operations (in Dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.08) |
Basic income per share from sale of discontinued operations (in Dollars per share) | 0.04 | |||
Basic income (loss) per share from discontinued operations (in Dollars per share) | 0 | 0 | 0 | 0.03 |
Diluted income (loss) per share (in Dollars per share) | $ 0 | $ 0 | $ 0.03 | $ (0.05) |
Weighted average common shares outstanding, basic and diluted (in Shares) | 97,834,996 | 92,122,171 | 97,310,548 | 91,036,922 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Shareholders’ Deficit (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Common Stock to Be Issued | Accumulated Deficit | Total |
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 | |||||
Proceeds from sale of common stock | $ 1,000 | 49,000 | 50,000 | |||
Proceeds from sale of common stock (in Shares) | 200,000 | |||||
Net Income (loss) | (129,000) | (129,000) | ||||
Balance at Mar. 31, 2020 | $ 10,000 | 16,496,000 | (19,923,000) | (3,417,000) | ||
Balance (in Shares) at Mar. 31, 2020 | 90,547,526 | |||||
Common stock issued for convertible debt | 6,000 | 6,000 | ||||
Common stock issued for convertible debt (in Shares) | 24,000 | |||||
Common stock issued for services | 31,000 | 31,000 | ||||
Common stock issued for services (in Shares) | 125,000 | |||||
Net Income (loss) | (164,000) | (164,000) | ||||
Balance at Jun. 30, 2020 | $ 10,000 | 16,533,000 | (20,087,000) | (3,544,000) | ||
Balance (in Shares) at Jun. 30, 2020 | 90,696,526 | |||||
Common stock issued for convertible debt | 38,000 | 38,000 | ||||
Common stock issued for convertible debt (in Shares) | 153,068 | |||||
Proceeds from sale of common stock | 349,000 | 349,000 | ||||
Proceeds from sale of common stock (in Shares) | 2,392,000 | |||||
Net Income (loss) | (147,000) | (147,000) | ||||
Balance at Sep. 30, 2020 | $ 10,000 | 16,920,000 | (20,234,000) | (3,304,000) | ||
Balance (in Shares) at Sep. 30, 2020 | 93,241,594 | |||||
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 | |||||
Proceeds from sale of common stock | 150,000 | 150,000 | ||||
Proceeds from sale of common stock (in Shares) | 1,005,000 | |||||
Net Income (loss) | (148,000) | (148,000) | ||||
Balance at Mar. 31, 2021 | $ 10,000 | 17,585,000 | (19,457,000) | (1,862,000) | ||
Balance (in Shares) at Mar. 31, 2021 | 96,975,735 | |||||
Proceeds from sale of common stock | 151,000 | 7,000 | 158,000 | |||
Proceeds from sale of common stock (in Shares) | 1,007,000 | |||||
Shares returned | ||||||
Shares returned (in Shares) | (500,000) | |||||
Common stock issued for services | 55,000 | 55,000 | ||||
Common stock issued for services (in Shares) | 350,000 | |||||
Net Income (loss) | 3,453,000 | 3,453,000 | ||||
Balance at Jun. 30, 2021 | $ 10,000 | 17,791,000 | 7,000 | (16,004,000) | 1,804,000 | |
Balance (in Shares) at Jun. 30, 2021 | 97,832,735 | |||||
Common stock issued | (7,000) | (7,000) | ||||
Common stock issued (in Shares) | 16,000 | |||||
Net Income (loss) | (149,000) | (149,000) | ||||
Balance at Sep. 30, 2021 | $ 10,000 | $ 17,791,000 | $ (16,153,000) | $ 1,648,000 | ||
Balance (in Shares) at Sep. 30, 2021 | 97,848,735 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities | ||
Net Loss from Continuing Operations | $ (601,000) | $ (728,000) |
Income from sale of Discontinued Operations | 3,915,000 | |
Net (Loss) Income from Discontinued Operations | (158,000) | 288,000 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 39,000 | 51,000 |
Amortization of right of use asset | 26,000 | |
Amortization of debt discount | 8,000 | 14,000 |
Stock issued for services | 55,000 | 31,000 |
Unrealized Gain | (195,000) | |
Gain on extinguishment of debt | (52,000) | |
Accrued interest on loans | 4,000 | 19,000 |
Accrued interest on related party loans | 91,000 | 94,000 |
Changes in Assets and Liabilities | ||
Accounts receivable | 40,000 | 40,000 |
Inventories | ||
Prepaid expenses and other | (22,000) | |
Accounts payable | (30,000) | 35,000 |
Accrued expenses | (13,000) | (1,000) |
Accrued payroll to a former officer | 250,000 | (26,000) |
Operating cashflow from discontinued operations | (24,000) | (232,000) |
Net cash provided by (used in) operating activities | 3,307,000 | (389,000) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (63,000) | (769,000) |
Investment in trading securities | (3,800,000) | |
Sale of fixed assets | 400,000 | |
Proceeds from trading securities | 892,000 | |
Net cash used in investing activities | (2,571,000) | (769,000) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 308,000 | 399,000 |
Proceeds from secured convertible note payable | 227,000 | |
Proceeds from loans payable | 177,000 | 730,000 |
Payment of loans payable | (161,000) | (224,000) |
Payment of finance lease | (2,000) | |
Proceeds from notes payable related party | 408,000 | |
Payments on notes payable related party | (1,077,000) | (400,000) |
Net cash (used in) provided by financing activities | (753,000) | 1,138,000 |
Net decrease in cash and cash equivalents | (17,000) | (20,000) |
Cash and cash equivalents beginning of period | 108,000 | 107,000 |
Cash and cash equivalents end of period | 91,000 | 87,000 |
Supplemental Cash Flow Information | ||
Interest paid | 60,000 | 50,000 |
Taxes paid | ||
Non-cash Financing Activities | ||
Offset lease receivable, related party with notes payable, related party | $ 45,000 |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND LIQUIDITY | NOTE 1 – BASIS OF PRESENTATION AND LIQUIDITY The accompanying interim condensed financial statements of the US Lighting Group, Inc. (the “Company”) are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 24, 2021. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021. 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 generated cash flows during the reporting period 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 unaudited 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 nine months ended September 30, 2021, the Company realized net income of $3,156,000 and cash provided by operating activities was $3,307,000, compared to cash used in operating activities of $389,000 in 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 September 30, 2021, the Company had cash on hand in the amount of $91,000. Management estimates that the current cash funds and liquid investments on hand will be sufficient to continue operations through December 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 subsidiaries Intellitronix Corp. and Cortes Campers, LLC. All intercompany transactions and balances have been eliminated in consolidation. On January 11, 2021, the Company created a new subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market and. The division was in the early stage of revenue generation as of the date of this report. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. US Lighting Group, Inc created a new subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. Fusion X Marine is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. The subsidiary has had no sales as of the date of this report. 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. 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, and 226,356 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at September 30, 2021, as their effect would have been anti-dilutive. Warrants to acquire 4,104,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at September 30, 2020, as their effect would have been anti-dilutive. 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. 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. 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 September 30, 2021 and December 31, 2020, 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 as of September 30, 2021 and December 31, 2020 are included in discontinued operations. 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 September 30, 2021 and December 31, 2020, the Company determined that no reserve for excess and obsolete inventory was necessary. 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 and land improvements 7-15 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 nine months ended September 30, 2021 and 2020. Product Development Costs Product development costs are expensed in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs for the nine months ended September 30, 2021 and 2020, were $41,000 and $119,000, respectively. Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound and outbound freight are reported as cost of goods sold 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 September 30, 2021 and December 31, 2020. 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 from continuing operations were $11,000 and $0 for the nine months ended September 30, 2021 and 2020, respectively. Concentrations The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Periodically, 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. 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 the line of credit and 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 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. |
Sale of Assets _ Discontinued O
Sale of Assets / Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
SALE OF ASSETS / DISCONTINUED OPERATIONS | NOTE 3 – SALE OF ASSETS / DISCONTINUED OPERATIONS On May 14, 2021, US Lighting Group, Inc. and Intellitronix Corporation entered into an Asset Purchase Agreement with Ohio INTX Cooperative, a State of Ohio cooperative association, to sell certain assets of Intellitronix Corporation. The Asset Purchase Agreement and related sale was finalized on May 14, 2021 with a sale price of $4,520,000.00. Intellitronix Corporation remains a wholly-owned subsidiary of US Lighting Group, Inc. US Lighting Group, Inc. provided a parental guarantee for a period up to statutory limitations on the performance of Intellitronix Corporation’s duties and obligations under the Asset Purchase Agreement. After the sale of Intellitronix Corporation’s assets to Ohio INTX Cooperative, the Company redirected its operational activity towards the Recreational Vehicle (RV) market , and has since created a new subsidiary called Cortes Campers, LLC to market tow behind travel trailers for the recreational vehicle market. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. In accordance with the provisions of ASC 205-20, Presentation of Financial Statements September 30, December 31, Current Assets of Discontinued Operations: Prepaid expenses and other current assets $ 73,000 $ 17,000 Inventory - 212,000 Property and equipment 278,000 650,000 Total Current Assets of Discontinued Operations: $ 351,000 $ 879,000 Current Liabilities of Discontinued Operations: Accounts payable $ 10,000 $ 316,000 Accrued expenses 75,000 94,000 Accrued payroll to an officer - 156,000 Notes payable 263,000 608,000 Total Current Liabilities of Discontinued Operations: $ 348,000 $ 1,174,000 In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three months and nine months ended September 30, 2021 and 2020, have been reflected as discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, and consist of the following. Three months ended Nine months ended 2021 2020 2021 2020 Sales from discontinued operations $ - $ 961,000 $ 1,484,000 $ 2,522,000 Cost of goods sold of discontinued operations - 525,000 593,000 1,129,000 Gross profit of discontinued operations - 436,000 891,000 1,393,000 Operating expenses of discontinued operations: Selling, general and administrative expenses 14,000 240,000 956,000 843,000 Product development costs 2,000 80,000 82,000 212,000 Total operating expenses of discontinued operations 16,000 320,000 1,038,000 1,055,000 Operating loss from discontinued operations (16,000 ) 116,000 (147,000 ) 338,000 Other income (expense) of discontinued operations: Gain on sale of assets - - 3,915,000 - Other income - related party - - 30,000 - Other income 10,000 20,000 Interest expense (1,000 ) (29,000 ) (61,000 ) (50,000 ) Total other income (expense) 9,000 (29,000 ) 3,904,000 (50,000 ) Net Income from discontinued operations $ (7,000 ) $ 87,000 $ 3,757,000 $ 288,000 |
Investment in Trading Securitie
Investment in Trading Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENT IN TRADING SECURITIES | NOTE 4 – INVESTMENT IN TRADING SECURITIES On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from Ameriprise Investments. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2021, the shares of Ameriprise have a reported market value of $3,103,000. The Company has adjusted the reported amounts for these investments to market value resulting in an unrealized gain reported of $195,000. The source of the $3,800,000 that the Company used to purchase various mutual fund assets from Ameriprise Investments was the sale of certain assets of Intellitronix Corporation that was consummated on May 14, 2021. The Company purchased the shares of Ameriprise Investments in order to provide shareholders of the Company with a reasonable rate of return while deciding how to deploy these funds towards its planned business operations. However, as a result of this purchase by the Company of The Company does not intend to be an investment company, and does not intend to be engaged in the business of investing, reinvesting, owning, holding or trading in securities. As such, the Company intends to rely on Rule 3a-2 under the Investment Company Act, which provides an exclusion from the definition of “investment company” for issuers meeting certain criteria. The Company will endeavor to ensure that it is compliant with the conditions for relying on this rule, within the time period permitted by Rule 3a-2. In an effort to comply with this exclusion, the Company intends to liquidate securities in Ameriprise Investments soon as is reasonably possible until the Company no longer owns securities having a value exceeding 40% of the value of such the Company’s total assets on an unconsolidated basis. Such course of action has been approved and authorized by the Company’s Board of Directors by unanimous written consent on August 17, 2021. As of September 30,2021, the Company owned securities that comprised 33% of the value of the Company’s total assets on a consolidated basis. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment for continuing operations consist of the following at September 30, 2021 and December 31, 2020: September 30, 2021 December 31, Building and improvements $ 664,000 $ 645,000 Land 96,000 96,000 Vehicles 163,000 113,000 Office equipment 5,000 5,000 Furniture and fixtures 22,000 22,000 Total property and equipment cost 950,000 881,000 Less: accumulated depreciation and amortization (152,000 ) (112,000 ) Property and equipment, net $ 798,000 $ 769,000 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $39,000 and $51,000, respectively. |
Accrued Payroll to Officer
Accrued Payroll to Officer | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED PAYROLL TO OFFICER | NOTE 6 – ACCRUED PAYROLL TO OFFICER Beginning in January 2018, the Company’s President and CEO (Paul Spivak) voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s President and CEO was $536,000 and $442,000 as of September 30, 2021 and December 31, 2020, respectively. As of the date of this report, Paul Spivak is no longer an executive officer or director of the Company. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2021 | |
Line of Credit Facility [Abstract] | |
LINE OF CREDIT | NOTE 7 – LINE OF CREDIT On April 28, 2020, the Company obtained a $50,000 unsecured line of credit from KeyBank. The line of credit currently carries an interest rate the prime rate plus 3.86% , currently 7.11% per annum. The balance outstanding on the line of credit was $48,000 and $49,000 at September 30, 2021 and December 31, 2020, respectively. The line of credit is part of discontinued operations. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Loans Payable To Related Parties [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE 8 – LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consists of the following at September 30, 2021 and December 31, 2020: September 30, December 31, Loan payable to officers/shareholders (a) $ 1,080,000 $ 2,130,000 Loan payable to related party (b) 125,000 125,000 Loan payable to related party – past due (c) - 34,000 Loan payable to related party – (d) 346,000 330,000 Total loans payable to related parties 1,551,000 2,619,000 Loans payable to related parties, current portion (1,551,000 ) (2,619,000 ) Loans payable to related parties, net of current portion $ - $ - a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and majority 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, 2020, including accrued interest, was $2,130,000. During the nine months ended September 30, 2021, the Company accrued interest of $75,000 and made principal loan payments of $1,125,000, leaving a balance outstanding of $1,080,000 at September 30, 2021. b. During the year ended December 31, 2017, the Company’s President and majority 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 September 30, 2021 and December 31, 2020. 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, 2020 was $34,000. During the six months ended June 30, 2021, the Company and Huntington National Bank agreed to settle the past due loan and interest balance for a total of $25,000, and the Company recorded a gain on extinguishment of debt for $9,000, leaving no balance remaining at September 30, 2021. d. On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and majority 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 loan balance on December 31, 2020 was $330,000. During the nine months ended September 30, 2021, the Company accrued interest of $16,000, leaving a balance outstanding of $346,000 at September 30, 2021. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 9 – LOANS PAYABLE Loan payable for continuing operations consisted of the following as of September 30, 2021 and December 31, 2020: September 30, 2021 December 31, Secured promissory note (c) - 86,000 Secured promissory note (d) 263,000 265,000 Vehicle loans (e) 37,000 - Equipment loan (g) - 17,000 Equipment loan (h) 81,000 - SBA PPP Loan (i) - Loan discount - (8,000 ) Total loans payable 300,000 559,000 Loans payable, current portion (35,000 ) (163,000 ) Loans payable, net of current portion $ 265,000 $ 396,000 a. 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. The loan balance on December 31, 2020 was $265,000. During the nine months ended September 30, 2021, the Company made principal payments of $2,000, leaving a total of $263,000 owed at September 30, 2021. b. The Company purchases 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. During the nine months ended September, 2021, the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $3,000 on its vehicle loans, leaving a loan balance of $37,000 at September 30, 2021. c. On February 22, 2021, the Company entered into a $86,000 term loan with CIT Bank related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 9.96% per annum, and is personally guaranteed by the Company’s CEO. During the nine months ended September 30, 2021, the Company made principal payments of $8,000, leaving a total of $78,000 owed at September 30, 2021. d. On April 27, 2021, the Company was granted a loan (the “PPP loan”) from Huntington Bank in the aggregate amount of $52,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2021, matures on April 27, 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. The PPP loan was forgiven on September 24, 2021. Accordingly, a $52,000 gain was recorded. |
Convertible Secured Notes Payab
Convertible Secured Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE SECURED NOTES PAYABLE | NOTE 10 – 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. The Convertible Notes balance on December 31, 2020, including accrued interest of $5,000, was $55,000. During the nine months ended September 30, 2021, the Company accrued additional interest of $4,000, leaving a total of $59,000 owed at September 30, 2021. As of September 30, 2021, the Convertible Notes were convertible into 236,000 shares of common stock. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 11 – SHAREHOLDERS’ EQUITY Common shares issued for cash During the nine months ended September 30, 2021 and 2020, the Company received proceeds of $301,000 and $50,000 on the private placement of 2,012,000 and 200,000 shares of common stock, at an average price of $0.15 and $0.25 per share, respectively. During the nine months ended September 30, 2021, the Company issued 350,000 shares of common stock for services for total non-cash expense of $55,000. During the nine months ended September 30, 2021, 500,000 shares of common stock were returned to the treasury. During the nine months ended September 30, 2021, 16,000 shares of common stock were issued to correct for an issuance of shares in 2020. Summary of Warrants A summary of warrants for the period ended September 30, 2021, is as follows: Number of Weighted Warrants Price Balance outstanding, December 31, 2020 20,000 0.25 Warrants granted - - Warrants exercised (20,000 ) - Warrants expired or forfeited - - Balance outstanding, September 30, 2021 - $ - Balance exercisable, September 30, 2021 - $ - In conjunction with the sale of a portion of the common shares issued as part of its private placement offering discussed above, the Company issued eighteen-month warrants to purchase shares of common stock at an exercise price of $0.25. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
LEGAL PROCEEDINGS | NOTE 12 – LEGAL PROCEEDINGS On June 8, 2021, Paul Spivak, former Chief Executive Officer of the Company was arrested for conspiracy to commit securities fraud. Upon his arrest, the Company learned that on June 7, 2021, a Criminal Complaint was filed against Mr. Spivak in the United States District Court for the Northern District of Ohio, Case No. 1:21MJ4128-JDG. The charges in the Criminal Complaint specified that from in and around February 2021 through current, within the Northern District of Ohio and elsewhere, the defendants PAUL SPIVAK, together with others, conspired to commit an offense, that is securities fraud in that he knowingly and intentionally attempted to execute a scheme and artifice to defraud investors and potential investors in connection with US Lighting Group, Inc. to obtain money and property from investors and potential investors by means of materially false and fraudulent pretenses, representations, and promises in connection with purchases and sales of securities of issuers, specifically US Lighting Group, Inc. in violation of Title 15, United States Code, Sections 78j(b), 78ff, Title 17; Code of Federal Regulations, Sections 240.10b-5, and Title 18, United States Code, Section 371. The Company has been advised that Mr. Spivak has pleaded not guilty to the charges. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On October 8, 2021, a superseding indictment was unsealed in the United States District Court for the Northern District of Ohio (Case No. 1:21CR491) that included charges against several individuals, including Mr. Spivak and Ms. Smirnova. The charges in the superseding indictment included the following: ● That from in or around 2016, through in or around 2019, Mr. Spivak, Ms. Smirnova and others knowingly and intentionally conspired to commit securities fraud in that they knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of US Lighting Group, Inc.’s (the “Company”) securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, and Title 17, Code of Federal Regulations, Section 10b-5. ● That from on or around February 15, 2021, through on or about June 7, 2021, Mr. Spivak, Ms. Smirnova and others knowingly and intentionally conspired to commit securities fraud in that they knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of the Company’s securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, and Title 17, Code of Federal Regulations, Section 10b-5. ● That on certain dates from 2016 to 2021, Mr. Spivak, among others, knowingly and willfully committed securities fraud in that he knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of the Company’s securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, Title 17, Code of Federal Regulations, Section 10b-5, and United States Code, Section 2. ● That from in or around 2016, through in or around 2019, Mr. Spivak, among others, knowingly committed wire fraud in violation of Title 18, United States Code, Sections 1343 and 2. ● That from on or about February 15, 2021, through on or about June 7, 2021, Mr. Spivak, among others, knowingly committed wire fraud in violation of Title 18, United States Code, Sections 1343 and 2. The Company has been advised that Mr. Spivak has pleaded not guilty to the charges, and Ms. Smirnova intends to plead not guilty to the charges. Both have advised that they intend to deny the charges and intend to vehemently defend themselves against these charges. The Company has not been named in the superseding indictment and is unable to know the eventual outcome, timing and course of actions of this matter. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Intellitronix Corp. and Cortes Campers, LLC. All intercompany transactions and balances have been eliminated in consolidation. On January 11, 2021, the Company created a new subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market and. The division was in the early stage of revenue generation as of the date of this report. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. US Lighting Group, Inc created a new subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. Fusion X Marine is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. The subsidiary has had no sales as of the date of this report. |
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. |
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, and 226,356 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at September 30, 2021, as their effect would have been anti-dilutive. Warrants to acquire 4,104,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at September 30, 2020, as their effect would have been anti-dilutive. |
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. |
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. |
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 September 30, 2021 and December 31, 2020, 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 as of September 30, 2021 and December 31, 2020 are included in discontinued operations. 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 September 30, 2021 and December 31, 2020, the Company determined that no reserve for excess and obsolete inventory was necessary. |
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 and land improvements 7-15 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 nine months ended September 30, 2021 and 2020. |
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 for the nine months ended September 30, 2021 and 2020, were $41,000 and $119,000, respectively. |
Shipping and Handling Costs | Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound and outbound freight are reported as cost of goods sold 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 September 30, 2021 and December 31, 2020. 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 from continuing operations were $11,000 and $0 for the nine months ended September 30, 2021 and 2020, respectively. |
Concentrations | Concentrations The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Periodically, 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. |
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 the line of credit and 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 Accounting Pronouncements | Recently 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) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment estimated useful lives | Building 40 years Building and land improvements 7-15 years Vehicles 5 years Production equipment 5 years Office equipment 3 years Furniture and fixtures 7 years |
Sale of Assets _ Discontinued_2
Sale of Assets / Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of discontinued operations in the consolidated balance sheets | September 30, December 31, Current Assets of Discontinued Operations: Prepaid expenses and other current assets $ 73,000 $ 17,000 Inventory - 212,000 Property and equipment 278,000 650,000 Total Current Assets of Discontinued Operations: $ 351,000 $ 879,000 Current Liabilities of Discontinued Operations: Accounts payable $ 10,000 $ 316,000 Accrued expenses 75,000 94,000 Accrued payroll to an officer - 156,000 Notes payable 263,000 608,000 Total Current Liabilities of Discontinued Operations: $ 348,000 $ 1,174,000 |
Schedule of operations from discontinued operations | Three months ended Nine months ended 2021 2020 2021 2020 Sales from discontinued operations $ - $ 961,000 $ 1,484,000 $ 2,522,000 Cost of goods sold of discontinued operations - 525,000 593,000 1,129,000 Gross profit of discontinued operations - 436,000 891,000 1,393,000 Operating expenses of discontinued operations: Selling, general and administrative expenses 14,000 240,000 956,000 843,000 Product development costs 2,000 80,000 82,000 212,000 Total operating expenses of discontinued operations 16,000 320,000 1,038,000 1,055,000 Operating loss from discontinued operations (16,000 ) 116,000 (147,000 ) 338,000 Other income (expense) of discontinued operations: Gain on sale of assets - - 3,915,000 - Other income - related party - - 30,000 - Other income 10,000 20,000 Interest expense (1,000 ) (29,000 ) (61,000 ) (50,000 ) Total other income (expense) 9,000 (29,000 ) 3,904,000 (50,000 ) Net Income from discontinued operations $ (7,000 ) $ 87,000 $ 3,757,000 $ 288,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, 2021 December 31, Building and improvements $ 664,000 $ 645,000 Land 96,000 96,000 Vehicles 163,000 113,000 Office equipment 5,000 5,000 Furniture and fixtures 22,000 22,000 Total property and equipment cost 950,000 881,000 Less: accumulated depreciation and amortization (152,000 ) (112,000 ) Property and equipment, net $ 798,000 $ 769,000 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Loans Payable To Related Parties [Abstract] | |
Schedule of loans payable to related parties | September 30, December 31, Loan payable to officers/shareholders (a) $ 1,080,000 $ 2,130,000 Loan payable to related party (b) 125,000 125,000 Loan payable to related party – past due (c) - 34,000 Loan payable to related party – (d) 346,000 330,000 Total loans payable to related parties 1,551,000 2,619,000 Loans payable to related parties, current portion (1,551,000 ) (2,619,000 ) Loans payable to related parties, net of current portion $ - $ - a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and majority 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, 2020, including accrued interest, was $2,130,000. During the nine months ended September 30, 2021, the Company accrued interest of $75,000 and made principal loan payments of $1,125,000, leaving a balance outstanding of $1,080,000 at September 30, 2021. b. During the year ended December 31, 2017, the Company’s President and majority 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 September 30, 2021 and December 31, 2020. 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, 2020 was $34,000. During the six months ended June 30, 2021, the Company and Huntington National Bank agreed to settle the past due loan and interest balance for a total of $25,000, and the Company recorded a gain on extinguishment of debt for $9,000, leaving no balance remaining at September 30, 2021. d. On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and majority 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 loan balance on December 31, 2020 was $330,000. During the nine months ended September 30, 2021, the Company accrued interest of $16,000, leaving a balance outstanding of $346,000 at September 30, 2021. |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of loans payable | September 30, 2021 December 31, Secured promissory note (c) - 86,000 Secured promissory note (d) 263,000 265,000 Vehicle loans (e) 37,000 - Equipment loan (g) - 17,000 Equipment loan (h) 81,000 - SBA PPP Loan (i) - Loan discount - (8,000 ) Total loans payable 300,000 559,000 Loans payable, current portion (35,000 ) (163,000 ) Loans payable, net of current portion $ 265,000 $ 396,000 a. 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. The loan balance on December 31, 2020 was $265,000. During the nine months ended September 30, 2021, the Company made principal payments of $2,000, leaving a total of $263,000 owed at September 30, 2021. b. The Company purchases 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. During the nine months ended September, 2021, the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $3,000 on its vehicle loans, leaving a loan balance of $37,000 at September 30, 2021. c. On February 22, 2021, the Company entered into a $86,000 term loan with CIT Bank related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 9.96% per annum, and is personally guaranteed by the Company’s CEO. During the nine months ended September 30, 2021, the Company made principal payments of $8,000, leaving a total of $78,000 owed at September 30, 2021. d. On April 27, 2021, the Company was granted a loan (the “PPP loan”) from Huntington Bank in the aggregate amount of $52,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2021, matures on April 27, 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. The PPP loan was forgiven on September 24, 2021. Accordingly, a $52,000 gain was recorded. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant | Number of Weighted Warrants Price Balance outstanding, December 31, 2020 20,000 0.25 Warrants granted - - Warrants exercised (20,000 ) - Warrants expired or forfeited - - Balance outstanding, September 30, 2021 - $ - Balance exercisable, September 30, 2021 - $ - |
Basis of Presentation and Liq_2
Basis of Presentation and Liquidity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Net income loss | $ 3,156,000 | |
Net Cash Provided by (Used in) Operating Activities | 3,307,000 | $ (389,000) |
Cash on hand | $ 91,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended | |||
Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Apr. 12, 2021 | Jan. 11, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ownership, percentage | 99.00% | 99.00% | ||
Number of segment | 1 | |||
Product development costs | $ | $ 41,000 | $ 119,000 | ||
Advertising costs | $ | 11,000 | $ 0 | ||
Cash deposits | $ | $ 250,000 | |||
Paul Spivak [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ownership, percentage | 1.00% | 1.00% | ||
Convertible Note Agreements [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Shares of common stock | shares | 226,356 | |||
Warrant [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Shares of common stock | shares | 20,000 | |||
Common stock excluded | shares | 4,104,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment estimated useful lives | 9 Months Ended |
Sep. 30, 2021 | |
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 |
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 |
Minimum [Member] | 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 |
Maximum [Member] | 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 | 15 years |
Sale of Assets _ Discontinued_3
Sale of Assets / Discontinued Operations (Details) - USD ($) | May 14, 2021 | Sep. 30, 2021 |
Sale of Assets / Discontinued Operations (Details) [Line Items] | ||
Proceeds from sale of asset purchase agreement (in Dollars) | $ 4,520,000 | |
LLC [Member] | ||
Sale of Assets / Discontinued Operations (Details) [Line Items] | ||
Ownership percentage | 99.00% | |
Paul Spivak [Member] | ||
Sale of Assets / Discontinued Operations (Details) [Line Items] | ||
Ownership percentage | 1.00% |
Sale of Assets _ Discontinued
Sale of Assets / Discontinued Operations (Details) - Schedule of discontinued operations in the consolidated balance sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets of Discontinued Operations: | ||
Prepaid expenses and other current assets | $ 73,000 | $ 17,000 |
Inventory | 212,000 | |
Property and equipment | 278,000 | 650,000 |
Total Current Assets of Discontinued Operations: | 351,000 | 879,000 |
Current Liabilities of Discontinued Operations: | ||
Accounts payable | 10,000 | 316,000 |
Accrued expenses | 75,000 | 94,000 |
Accrued payroll to an officer | 156,000 | |
Notes payable | 263,000 | 608,000 |
Total Current Liabilities of Discontinued Operations: | $ 348,000 | $ 1,174,000 |
Sale of Assets _ Discontinue_2
Sale of Assets / Discontinued Operations (Details) - Schedule of operations from discontinued operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of operations from discontinued operations [Abstract] | ||||
Sales from discontinued operations | $ 961,000 | $ 1,484,000 | $ 2,522,000 | |
Cost of goods sold of discontinued operations | 525,000 | 593,000 | 1,129,000 | |
Gross profit of discontinued operations | 436,000 | 891,000 | 1,393,000 | |
Operating expenses of discontinued operations: | ||||
Selling, general and administrative expenses | $ 14,000 | 240,000 | 956,000 | 843,000 |
Product development costs | 2,000 | 80,000 | 82,000 | 212,000 |
Total operating expenses of discontinued operations | 16,000 | 320,000 | 1,038,000 | 1,055,000 |
Operating loss from discontinued operations | (16,000) | 116,000 | (147,000) | 338,000 |
Other income (expense) of discontinued operations: | ||||
Gain on sale of assets | 3,915,000 | |||
Other income - related party | 30,000 | |||
Other income | 10,000 | 20,000 | ||
Interest expense | (1,000) | (29,000) | (61,000) | (50,000) |
Total other income (expense) | 9,000 | (29,000) | 3,904,000 | (50,000) |
Net Income from discontinued operations | $ (7,000) | $ 87,000 | $ 3,757,000 | $ 288,000 |
Investment in Trading Securit_2
Investment in Trading Securities (Details) - USD ($) | May 14, 2021 | May 17, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Investment in Trading Securities (Details) [Line Items] | ||||
Market value | $ 3,103,000 | |||
Unrealized gain | $ 195,000 | |||
Securities exceeding, percentage | 40.00% | |||
Securities owned, percentage | 33.00% | |||
Ameriprise Investments [Member] | ||||
Investment in Trading Securities (Details) [Line Items] | ||||
Purchase of mutual fund assets | $ 3,800,000 | $ 3,800,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 39,000 | $ 51,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 950,000 | $ 881,000 |
Less: accumulated depreciation and amortization | (152,000) | (112,000) |
Property and equipment, net | 798,000 | 769,000 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 664,000 | 645,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 96,000 | 96,000 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 163,000 | 113,000 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,000 | 5,000 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,000 | $ 22,000 |
Accrued Payroll to Officer (Det
Accrued Payroll to Officer (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued payroll to officer | $ 536,000 | $ 442,000 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Apr. 28, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Abstract] | |||
Unsecured line of credit | $ 50,000 | ||
Line of credit interest rate | 3.86% | 7.11% | |
Line of credit outstanding amount | $ 48,000 | $ 49,000 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Details) - USD ($) | Dec. 01, 2016 | Jul. 31, 2016 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Apr. 24, 2020 |
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, requires monthly payments of $74,000, carries an interest rate of 6.25%, and is secured by the assets of Intellitronix Corporation. | |||||
Monthly payments | $74,000 | |||||
Interest rate | 6.25% | |||||
Accrued interest amount | $ 75,000 | $ 2,130,000 | ||||
Loan balance | 1,125,000 | |||||
Leaving balance outstanding | 1,080,000 | |||||
Loan payable to related party [Member] | ||||||
Loans Payable to Related Parties (Details) [Line Items] | ||||||
Loan balance | 125,000 | 125,000 | ||||
Working capital | $ 125,000 | |||||
Loan payable to related party – past due [Member] | ||||||
Loans Payable to Related Parties (Details) [Line Items] | ||||||
Periodic payment | $ 1,000 | |||||
Loan balance | $ 60,000 | 34,000 | ||||
Interest rate | 6.00% | |||||
Interest | 25,000 | |||||
Gain on extinguishment of debt | 9,000 | |||||
Paul Spivak [Member] | ||||||
Loans Payable to Related Parties (Details) [Line Items] | ||||||
Accrued interest amount | 16,000 | |||||
Loan balance | $ 330,000 | |||||
Interest rate | 6.00% | |||||
Borrowed from the lender | $ 408,000 | |||||
Balance outstanding | $ 346,000 |
Loans Payable to Related Part_4
Loans Payable to Related Parties (Details) - Schedule of loans payable to related parties - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total loans payable to related parties | $ 1,551,000 | $ 2,619,000 | |
Loans payable to related parties, current portion | (1,551,000) | (2,619,000) | |
Loans payable to related parties, net of current portion | |||
Loan payable to officers/shareholders [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties | [1] | 1,080,000 | 2,130,000 |
Loan payable to related party [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties | [1] | 125,000 | 125,000 |
Loan payable to related party – past due [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties | [2] | 34,000 | |
Loan payable to related party One [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties | [3] | $ 346,000 | $ 330,000 |
[1] | On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and majority 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, 2020, including accrued interest, was $2,130,000. During the nine months ended September 30, 2021, the Company accrued interest of $75,000 and made principal loan payments of $1,125,000, leaving a balance outstanding of $1,080,000 at September 30, 2021. | ||
[2] | 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, 2020 was $34,000. During the six months ended June 30, 2021, the Company and Huntington National Bank agreed to settle the past due loan and interest balance for a total of $25,000, and the Company recorded a gain on extinguishment of debt for $9,000, leaving no balance remaining at September 30, 2021. | ||
[3] | On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and majority 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 loan balance on December 31, 2020 was $330,000. During the nine months ended September 30, 2021, the Company accrued interest of $16,000, leaving a balance outstanding of $346,000 at September 30, 2021. |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Apr. 27, 2021 | Feb. 22, 2021 | Aug. 26, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 28, 2020 | |
Loans Payable (Details) [Line Items] | ||||||
Interest rate | 7.11% | 3.86% | ||||
PPP Loan [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Aggregate amount | $ 52,000 | |||||
Interest rate | 1.00% | |||||
Working capital loan | $ 52,000 | |||||
Apex Commercial Capital Corp. [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Principal amount of loan | $ 266,000 | |||||
Interest rate | 9.49% | |||||
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. | |||||
Loan balance | $ 265,000 | |||||
Principal payments | $ 2,000 | |||||
Balance owed | $ 263,000 | |||||
Vehicle loans [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Loans payable, description | the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $3,000 on its vehicle loans, leaving a loan balance of $37,000 at September 30, 2021. | |||||
Principal payments | $ 3,000 | |||||
Purchased amount | $ 40,000 | |||||
Interest rate | 4.15% | |||||
Aggregate loan balance | $ 37,000 | |||||
Equipment Loan Three [Member] | ||||||
Loans Payable (Details) [Line Items] | ||||||
Principal amount of loan | $ 86,000 | |||||
Loans payable, description | The loan requires monthly payments over the term of 36 months, has an interest rate of 9.96% per annum, and is personally guaranteed by the Company’s CEO. | |||||
Principal payments | 8,000 | |||||
Balance owed | $ 78,000 | |||||
Interest rate | 9.96% | |||||
Loan term | 36 months |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | $ 300,000 | $ 559,000 | |
Loans payable, current portion | (35,000) | (163,000) | |
Loans payable, net of current portion | 265,000 | 396,000 | |
Secured Promissory Note One [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [1] | 86,000 | |
Secured Promissory Note Two [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | [2] | 263,000 | 265,000 |
Vehicle Loans [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | 37,000 | ||
Equipment Loan One [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | 17,000 | ||
Equipment Loan Two [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | 81,000 | ||
SBA PPP Loan [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | |||
Loan Discount [Member] | |||
Loans Payable (Details) - Schedule of loans payable [Line Items] | |||
Total loans payable | $ (8,000) | ||
[1] | On February 22, 2021, the Company entered into a $86,000 term loan with CIT Bank related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 9.96% per annum, and is personally guaranteed by the Company’s CEO. During the nine months ended September 30, 2021, the Company made principal payments of $8,000, leaving a total of $78,000 owed at September 30, 2021. | ||
[2] | On April 27, 2021, the Company was granted a loan (the “PPP loan”) from Huntington Bank in the aggregate amount of $52,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2021, matures on April 27, 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. The PPP loan was forgiven on September 24, 2021. Accordingly, a $52,000 gain was recorded. |
Convertible Secured Notes Pay_2
Convertible Secured Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 | $ 5,000 | |
Balance of convertible notes | $ 55,000 | |
Accrued additional interest | $ 4,000 | |
Principal amount | $ 59,000 | |
Common stock convertible shares (in Shares) | 236,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common Stock [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Received proceeds (in Dollars) | $ 301,000 | $ 50,000 |
Common stock issued for services | 350,000 | |
Total non-cash expenses (in Dollars) | $ 55,000 | |
Common stock shares issued for treasury | 500,000 | |
Issuance of shares | 16,000 | |
Exercise price (in Dollars per share) | $ 0.25 | |
Private Placement [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Sale of common stock | 2,012,000 | 200,000 |
Weighted average exercise price (in Dollars per share) | $ 0.15 | $ 0.25 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of warrant | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Schedule of warrant [Abstract] | |
Number of warrants outstanding, beginning balance | shares | 20,000 |
Weighted average exercise price outstanding, beginning balance | $ / shares | $ 0.25 |
Number of warrants, granted | shares | |
Weighted average exercise price, warrants granted | $ / shares | |
Number of warrants, exercised | shares | (20,000) |
Weighted average exercise price, warrants exercised | $ / shares | |
Number of warrants, expired or forfeited | shares | |
Weighted average exercise price, warrants expired or forfeited | $ / shares | |
Number of warrants outstanding, ending balance | shares | |
Weighted average exercise price outstanding, ending balance | $ / shares | |
Number of warrants, exercisable | shares | |
Weighted average exercise price, exercisable | $ / shares |