US Lighting (USLG) 10-Q 14 Jul 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	Jul. 13, 2022
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	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
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
Title of 12(b) Security	None
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 404,000	$ 286,000
Prepaid expenses and other current assets	154,000	157,000
Investment in trading securities	817,000	1,647,000
Total Current Assets	1,375,000	2,090,000
Property and equipment, net	927,000	945,000
Total Assets	2,302,000	3,035,000
Current Liabilities:
Accounts payable	17,000	34,000
Accrued expenses	8,000	17,000
Customer advance payments	5,000	10,000
Accrued payroll to a former officer	536,000	536,000
Convertible notes payable		60,000
Loan payable– current portion	133,000	82,000
Loans payable, related party	99,000	407,000
Total Current Liabilities	798,000	1,146,000
Loans payable, net of current portion	335,000	344,000
Total Liabilities	1,133,000	1,490,000
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized; 97,848,735 shares issued and outstanding	10,000	10,000
Additional paid-in-capital	17,791,000	17,791,000
Accumulated deficit	(16,632,000)	(16,256,000)
Total Shareholders’ Equity	1,169,000	1,545,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,302,000	$ 3,035,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	97,848,735
Common stock, shares outstanding	97,848,735	97,848,735

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Sales	$ 76,000	$ 2,000
Cost of goods sold	68,000
Gross profit	8,000	2,000
Operating expenses:
Selling, general and administrative expenses	266,000	217,000
Product development costs		33,000
Total operating expenses	266,000	250,000
Loss from operations	(258,000)	(248,000)
Other income (expense):
Other income, net	15,000
Unrealized loss	(157,000)
Realized gain	31,000
Interest income	2,000
Interest expense	(5,000)	(12,000)
Interest expense, related party	(4,000)	(35,000)
Total other expense	(118,000)	(47,000)
Net loss from Continuing operations	(376,000)	(295,000)
Net income from discontinued operations		147,000
Net loss	$ (376,000)	$ (148,000)
Basic loss per share from continuing operations (in Dollars per share)	$ 0	$ 0
Basic income per share from discontinued operations (in Dollars per share)		0
Basic loss per share (in Dollars per share)	0	0
Diluted income per share from discontinued operations (in Dollars per share)		$ 0
Weighted average common shares outstanding, basic (in Shares)	97,848,735	96,454,679
Weighted average common shares outstanding, diluted (in Shares)	97,848,735	96,701,035

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
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 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
Balance at Dec. 31, 2021		$ 10,000	17,791,000	(16,256,000)	1,545,000
Balance (in Shares) at Dec. 31, 2021		97,848,735
Net Loss				(376,000)	(376,000)
Balance at Mar. 31, 2022		$ 10,000	$ 17,791,000	$ (16,632,000)	$ 1,169,000
Balance (in Shares) at Mar. 31, 2022		97,848,735

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (376,000)	$ (148,000)
Adjustments to reconcile net loss to net cash provided by operating activities:
Income from discontinued operations		(147,000)
Depreciation	19,000	46,000
Realized Gain from investments	(31,000)
Unrealized Gain from investments	157,000
Changes in Assets and Liabilities:
Accounts receivable		501,000
Prepaid expenses and other	3,000
Accounts payable	(17,000)	(21,000)
Customer advanced payments	(5,000)
Accruals	(11,000)	2,000
Accrued interest on related party loans	4,000	36,000
Accrued payroll to a former officer		39,000
Operating cashflow from discontinued operations		(31,000)
Net cash (used in) provided by operating activities	(257,000)	277,000
Cash Flows from Investing Activities:
Purchase of property and equipment	(1,000)	(55,000)
Proceeds trading securities	704,000
Investing cashflow from discontinued operations		(86,000)
Net cash used in investing activities	703,000	(141,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock		150,000
Proceeds from loans payable		40,000
Payment of loans payable	(16,000)	(13,000)
Payments on notes payable related party	(312,000)	(351,000)
Financing cashflow from discontinued operations		39,000
Net cash provided by (used in) financing activities	(328,000)	(135,000)
Net change in cash	118,000	1,000
Cash beginning of period	286,000	108,000
Cash end of period	404,000	109,000
Supplemental Cash Flow Information:
Interest paid	$ 317,000	18,000
Taxes paid
Non-cash Financing Activities:
Offset accounts receivable, related party with notes payable, related party		$ 30,000

Organization

Organization	3 Months Ended
	Mar. 31, 2022
Organization [Abstract]
ORGANIZATION	NOTE 1 – ORGANIZATION US Lighting Group, Inc. (the “Company”) was founded in 2013 in accordance with the laws of Wyoming and is located in Euclid, Ohio. On January 11, 2021, the Company created a new wholly owned subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market. The division was in the early stage of revenue generation as of the date of this report. The first camper was delivered on February 19, 2022. The Company created a new wholly owned 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. The subsidiary has had no sales as of the date of this report. On January 12, 2022, the Company created Futuro Houses, LLC, a new wholly owned subsidiary to manufacture and sell fiberglass houses. As of March 31, 2022, Futuro House, LLC had no revenues.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There was $222,000 and $205,000 of cash equivalents as of the three months ended March 31, 2022 and the year ended December 31, 2021, respectively, held in the Company’s investment account. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Intellitronix Corp., Cortes Campers, LLC, Fusion X Marine, LLC and Futuro Houses, LLC. All intercompany transactions and balances have been eliminated in consolidation. 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. Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Liquidity

Liquidity	3 Months Ended
	Mar. 31, 2022
Liquidity [Abstract]
LIQUIDITY	NOTE 3 - LIQUIDITY The accompanying 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 three months ended March 31, 2022, the Company realized a net loss of $376,000 and cash used by operating activities was $257,000, compared to cash provided by operating activities of $277,000 in the prior 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 March 31, 2022, the Company had cash on hand in the amount of $404,000. Management estimates that the current cash funds and liquid investments of $817,000 will be sufficient to continue operations through March 31, 2023.

Sale of Assets _ Discontinued O

Sale of Assets / Discontinued Operations	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
SALE OF ASSETS / DISCONTINUED OPERATIONS	NOTE 4 – SALE OF ASSETS / DISCONTINUED OPERATIONS On May 14, 2021, the Company and Intellitronix Corporation entered into an Asset Purchase Agreement with Ohio INTX Cooperative, a State of Ohio cooperative association, to sell selected 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. Intellitronix Corporation remains a wholly-owned subsidiary of the Company. The Company 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 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 ended March 31, 2022, and 2021, have been reflected as discontinued operations in the unaudited consolidated statements of operations and consist of the following. Three Months ended 2022 2021 Sales from discontinued operations $ — $ 942,000 Cost of goods sold of discontinued operations — 406,000 Gross profit of discontinued operations — 536,000 Operating expenses of discontinued operations: Selling, general and administrative expenses — 345,000 Product development costs — 51,000 Total operating expenses of discontinued operations — 396,000 Operating income from discontinued operations — 140,000 Other income (expense) of discontinued operations: Gain on extinguishment of debt — 9,000 Other income — 15,000 Interest expense — (17,000 ) Total other income — 7,000 Net Income from discontinued operations $ — $ 147,000

Investment in Trading Securitie

Investment in Trading Securities	3 Months Ended
	Mar. 31, 2022
Investments, Debt and Equity Securities [Abstract]
INVESTMENT IN TRADING SECURITIES	NOTE 5 – 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 March 31, 2022, these assets have a reported market value of $817,000. The Company has adjusted the reported amounts for these investments to market value resulting in a realized gain and unrealized loss of $31,000 and ($157,000), respectively. The source of the $3,800,000 that the Company used to purchase various mutual fund assets from Ameriprise Investments was from the sale of certain assets of Intellitronix Corporation that was consummated on May 14, 2021. The Company purchased the 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 March 31, 2022, the account had $222,000 of cash and $817,000 of securities. As of March 31, 2022, the Company owned securities that comprised 35% of the value of the Company’s total assets on a consolidated basis. As of December 31, 2021, the account had $205,000 of cash and $1,647,000 of securities. As of December 31, 2021, the Company owned securities that comprised 54% of the value of the Company’s total assets on a consolidated basis. The Company has not been consistent in achieving its goal of maintaining investments at under 40% of total assets in 2021. In the second quarter of 2021 the Company was over 40%, in the third quarter of 2021 the Company was under 40% and in the fourth quarter of 2021 the Company was again over 40%. The Company is working on remedying this issue and will comply with registering under The Investment Company Act of 1940, if required. As of March 31, 2022, the Company qualified for a one-year registration exclusion under rule 3a-2 of the Investment Company Act of 1940.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment for continuing operations consist of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Building and improvements $ 664,000 $ 664,000 Land 96,000 96,000 Vehicles 319,000 319,000 Office equipment 24,000 24,000 Furniture and fixtures 5,000 5,000 Total property and equipment cost 1,109,000 1,108,000 Less: accumulated depreciation and amortization (182,000 ) (163,000 ) Property and equipment, net $ 927,000 $ 945,000 Depreciation expense for the three months ended March 31, 2022, and 2021 was $19,000 and $46,000, respectively.

Accrued Payroll to Officer

Accrued Payroll to Officer	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
ACCRUED PAYROLL TO OFFICER	NOTE 7 – ACCRUED PAYROLL TO OFFICER Beginning in January 2018, the Company’s former President and CEO voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former President and CEO was $536,000 and $536,000 as of March 31, 2022 and December 31, 2021, respectively. Deferral of wages was halted on August 9, 2021, when the Company’s former President and CEO resigned. Please see Note 14 for a more complete discussion.

Loans Payable to Related Partie

Loans Payable to Related Parties	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 and December 31, 2021: March 31, December 31, Loan payable to officers/shareholders (a) $ 99,000 $ 407,000 Loans payable to related parties, current portion (99,000 ) (407,000 ) Loans payable to related parties, net of current portion $ — $ — a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s former 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 matured in December 2021, required monthly payments of $74,000, carried an interest rate of 6.25%, and was secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2021, consisting only of accrued interest, was $407,000. During the three months ended March 31, 2022, the Company made interest payments of $312,000, leaving a balance outstanding of accrued interest only of $99,000 at March 31, 2022. This accrued interest at March 31, 2022 was not paid at the request of the loan holder who considers it now a demand loan with no maturity date.

Loans Payable

Loans Payable	3 Months Ended
	Mar. 31, 2022
Loans Payable [Abstract]
LOANS PAYABLE	NOTE 9 – LOANS PAYABLE Loans payable for continuing operations consisted of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, PayPal Working Capital Loan, net of discount (a) $ 18,000 $ 18,000 PayPal Working Capital Loan, net of discount (b) 7,000 7,000 Secured promissory note (c) 262,000 263,000 Vehicle loans (d) 123,000 127,000 Equipment loan (e) — 11,000 Convertible Notes (f) 58,000 — Total loans payable 468,000 426,000 Loans payable, current portion (133,000 ) (344,000 ) Loans payable, net of current portion $ 335,000 $ 82,000 a. On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan matures in November 2022 and requires a $1,600 monthly payment. The loan balance on March 31, 2022 was $18,000. b. On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan matures in December 2022 and requires a $600 monthly payment. The loan balance on March 31, 2022, was $7,000. c. 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 former Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2021, was $263,000. During the three months ended March 31, 2022, the Company made principal payments of $1,000, leaving a total of $262,000 owed at March 31, 2022. d. The Company purchases vehicles for employees, and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 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 $18,000 on its vehicle loans, leaving an aggregate loan balance on three vehicles of $127,000 at December 31, 2021. During the three months ended March 31, 2022, the Company made principal payments of $4,000, leaving a total of $123,000 owed at March 31, 2022. e. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. The loan balance on December 31, 2021, was $11,000. During the three months ended March 31, 2022, the Company made principal payments of $11,000, leaving a total of $0 owed at March 31, 2022. f. The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors from December 2019 through June 2020, 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, 2021, including accrued interest of $10,000, was $60,000. As of June 4, 2021, the remaining Convertible Note was no longer convertible into shares of common stock since the conversion rights expired on June 4, 2021, and the Convertible Notes stopped accruing interest on its maturity date on June 5, 2021. The Convertible Notes have been reclassed from Convertible Note to Loans Payable on the balance sheet. The following sets forth the loan payments, including interest, for the years ended December 31: 2022 $ 124,000 2023 $ 54,000 2024 $ 50,000 2025 $ 50,000 2026 $ 46,000 Thereafter $ 144,000 Total $ 468,000

Legal Proceedings

Legal Proceedings	3 Months Ended
	Mar. 31, 2022
Legal Proceedings [Abstract]
LEGAL PROCEEDINGS	NOTE 10 – 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. On October 8, 2021, a superseding indictment was unsealed that included additional securities fraud related charges against Mr. Spivak and Olga Smirnova (Secretary and Director, wife of Mr. Spivak), amongst others. The Company has been advised that Mr. Spivak and Ms. Smirnova pleaded 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)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Use of estimates	Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Concentrations of Credit Risk	Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash equivalents	Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There was $222,000 and $205,000 of cash equivalents as of the three months ended March 31, 2022 and the year ended December 31, 2021, respectively, held in the Company’s investment account.
Basis of Consolidation	Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Intellitronix Corp., Cortes Campers, LLC, Fusion X Marine, LLC and Futuro Houses, LLC. All intercompany transactions and balances have been eliminated in consolidation.
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.
Recently Accounting Pronouncements	Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Sale of Assets _ Discontinued_2

Sale of Assets / Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Schedule of operations from discontinued operations	Three Months ended 2022 2021 Sales from discontinued operations $ — $ 942,000 Cost of goods sold of discontinued operations — 406,000 Gross profit of discontinued operations — 536,000 Operating expenses of discontinued operations: Selling, general and administrative expenses — 345,000 Product development costs — 51,000 Total operating expenses of discontinued operations — 396,000 Operating income from discontinued operations — 140,000 Other income (expense) of discontinued operations: Gain on extinguishment of debt — 9,000 Other income — 15,000 Interest expense — (17,000 ) Total other income — 7,000 Net Income from discontinued operations $ — $ 147,000

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	March 31, December 31, Building and improvements $ 664,000 $ 664,000 Land 96,000 96,000 Vehicles 319,000 319,000 Office equipment 24,000 24,000 Furniture and fixtures 5,000 5,000 Total property and equipment cost 1,109,000 1,108,000 Less: accumulated depreciation and amortization (182,000 ) (163,000 ) Property and equipment, net $ 927,000 $ 945,000

Loans Payable to Related Part_2

Loans Payable to Related Parties (Tables)	3 Months Ended
	Mar. 31, 2022
Loans Payable to Related Parties Table [Abstract]
Schedule of loans payable to related parties	March 31, December 31, Loan payable to officers/shareholders (a) $ 99,000 $ 407,000 Loans payable to related parties, current portion (99,000 ) (407,000 ) Loans payable to related parties, net of current portion $ — $ — a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s former 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 matured in December 2021, required monthly payments of $74,000, carried an interest rate of 6.25%, and was secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2021, consisting only of accrued interest, was $407,000. During the three months ended March 31, 2022, the Company made interest payments of $312,000, leaving a balance outstanding of accrued interest only of $99,000 at March 31, 2022. This accrued interest at March 31, 2022 was not paid at the request of the loan holder who considers it now a demand loan with no maturity date.

Loans Payable (Tables)

Loans Payable (Tables)	3 Months Ended
	Mar. 31, 2022
Loans Payable [Abstract]
Schedule of loans payable for continuing operations	March 31, 2022 December 31, PayPal Working Capital Loan, net of discount (a) $ 18,000 $ 18,000 PayPal Working Capital Loan, net of discount (b) 7,000 7,000 Secured promissory note (c) 262,000 263,000 Vehicle loans (d) 123,000 127,000 Equipment loan (e) — 11,000 Convertible Notes (f) 58,000 — Total loans payable 468,000 426,000 Loans payable, current portion (133,000 ) (344,000 ) Loans payable, net of current portion $ 335,000 $ 82,000 a. On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan matures in November 2022 and requires a $1,600 monthly payment. The loan balance on March 31, 2022 was $18,000. b. On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan matures in December 2022 and requires a $600 monthly payment. The loan balance on March 31, 2022, was $7,000. c. 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 former Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2021, was $263,000. During the three months ended March 31, 2022, the Company made principal payments of $1,000, leaving a total of $262,000 owed at March 31, 2022. d. The Company purchases vehicles for employees, and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 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 $18,000 on its vehicle loans, leaving an aggregate loan balance on three vehicles of $127,000 at December 31, 2021. During the three months ended March 31, 2022, the Company made principal payments of $4,000, leaving a total of $123,000 owed at March 31, 2022. e. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. The loan balance on December 31, 2021, was $11,000. During the three months ended March 31, 2022, the Company made principal payments of $11,000, leaving a total of $0 owed at March 31, 2022. f. The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors from December 2019 through June 2020, 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, 2021, including accrued interest of $10,000, was $60,000. As of June 4, 2021, the remaining Convertible Note was no longer convertible into shares of common stock since the conversion rights expired on June 4, 2021, and the Convertible Notes stopped accruing interest on its maturity date on June 5, 2021. The Convertible Notes have been reclassed from Convertible Note to Loans Payable on the balance sheet.
Schedule of sets forth the loan payments	2022 $ 124,000 2023 $ 54,000 2024 $ 50,000 2025 $ 50,000 2026 $ 46,000 Thereafter $ 144,000 Total $ 468,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Cash Equivalents [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 222,000	$ 205,000

Liquidity (Details)

Liquidity (Details)	3 Months Ended
	Mar. 31, 2022 USD ($)
Liquidity [Abstract]
Realized a net loss	$ 376,000
Cash used in operating activities	257,000
Cash provided by operating activities	277,000
Cash on hand	404,000
Current cash funds and liquid investments	$ 817,000

Sale of Assets _ Discontinued_3

Sale of Assets / Discontinued Operations (Details)	May 14, 2021 USD ($)
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Asset purchase agreement	$ 4,520,000

Sale of Assets _ Discontinued_4

Sale of Assets / Discontinued Operations (Details) - Schedule of operations from discontinued operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of operations from discontinued operations [Abstract]
Sales from discontinued operations		$ 942,000
Cost of goods sold of discontinued operations		406,000
Gross profit of discontinued operations		536,000
Operating expenses of discontinued operations:
Selling, general and administrative expenses		345,000
Product development costs		51,000
Total operating expenses of discontinued operations		396,000
Operating income from discontinued operations		140,000
Other income (expense) of discontinued operations:
Gain on extinguishment of debt		9,000
Other income		15,000
Interest expense		(17,000)
Total other income		7,000
Net Income from discontinued operations		$ 147,000

Investment in Trading Securit_2

Investment in Trading Securities (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
	May 14, 2021	May 17, 2020	Mar. 31, 2022	Dec. 31, 2021
Investment in Trading Securities (Details) [Line Items]
Securities exceeding, percentage			40%
Cash			$ 222,000
Securities			$ 817,000
Securities owned, percentage			35%
Investments percentage			40%
Ameriprise Investments [Member]
Investment in Trading Securities (Details) [Line Items]
Purchased of mutual fund assets	$ 3,800,000	$ 3,800,000
Market value			$ 817,000
Realized gain			31,000
Unrealized gain loss			$ (157,000)
Ameriprise Financial [Member]
Investment in Trading Securities (Details) [Line Items]
Cash				$ 205,000
Securities				$ 1,647,000
Securities owned, percentage				54%
Second quarter [Member]
Investment in Trading Securities (Details) [Line Items]
Investments percentage			40%
Third quarter [Member]
Investment in Trading Securities (Details) [Line Items]
Investments percentage			40%
Fourth quarter [Member]
Investment in Trading Securities (Details) [Line Items]
Investments percentage			40%

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 19,000	$ 46,000

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of property and equipment - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment cost	$ 1,109,000	$ 1,108,000
Less: accumulated depreciation and amortization	(182,000)	(163,000)
Property and equipment, net	927,000	945,000
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	664,000	664,000
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	319,000	319,000
Office equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	24,000	24,000
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,000	$ 5,000

Accrued Payroll to Officer (Det

Accrued Payroll to Officer (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued payroll to officer	$ 536,000	$ 536,000

Loans Payable to Related Part_3

Loans Payable to Related Parties (Details) - USD ($)		3 Months Ended	12 Months Ended
	Dec. 01, 2016	Mar. 31, 2022	Dec. 31, 2016	Dec. 31, 2021
Loans Payable to Related Parties (Details) [Line Items]
Accrued interest		$ 99,000		$ 407,000
Interest payments		$ 312,000
Loan payable to officers/shareholders [Member]
Loans Payable to Related Parties (Details) [Line Items]
Periodic payment	$ 4,000,000
Maturity date, description			The sixty-month loan matured in December 2021, required monthly payments of $74,000, carried an interest rate of 6.25%, and was secured by the assets of Intellitronix Corporation.

Loans Payable to Related Part_4

Loans Payable to Related Parties (Details) - Schedule of loans payable to related parties - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Schedule of loans payable to related parties [Abstract]
Loan payable to officers/shareholders	[1]	$ 99,000	$ 407,000
Loans payable to related parties, current portion		(99,000)	(407,000)
Loans payable to related parties, net of current portion
[1] On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s former 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 matured in December 2021, required monthly payments of $74,000, carried an interest rate of 6.25%, and was secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2021, consisting only of accrued interest, was $407,000. During the three months ended March 31, 2022, the Company made interest payments of $312,000, leaving a balance outstanding of accrued interest only of $99,000 at March 31, 2022. This accrued interest at March 31, 2022 was not paid at the request of the loan holder who considers it now a demand loan with no maturity date.

Loans Payable (Details)

Loans Payable (Details) - USD ($)						3 Months Ended	7 Months Ended	12 Months Ended
	Jun. 04, 2021	Aug. 26, 2020	Aug. 03, 2020	Nov. 25, 2019	Aug. 12, 2019	Mar. 31, 2022	Jun. 30, 2020	Dec. 31, 2021
Loans Payable (Details) [Line Items]
Total owned amount						$ 262,000
Interest rate							10%
Conversion price (in Dollars per share)						$ 0.25
Accrued interest								$ 60,000
Conversion rights expired date	Jun. 04, 2021
Accruing interest maturity date	Jun. 05, 2021
PayPal Working Capital loan [Member]
Loans Payable (Details) [Line Items]
Principal amount of loan					$ 216,000
Net proceeds					200,000
Net of loan fees					16,000
Loan matures monthly payment					$ 1,600
Loan balance						$ 18,000
PayPal Working Capital loan one [Member]
Loans Payable (Details) [Line Items]
Principal amount of loan				$ 66,000
Net proceeds				50,000
Net of loan fees				16,000
Loan matures monthly payment				$ 600
Loan balance						7,000
Apex Commercial Capital Corp. [Member]
Loans Payable (Details) [Line Items]
Loan term amount		$ 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								263,000
Principal payments						$ 1,000
Vehicle loans [Member]
Loans Payable (Details) [Line Items]
Loans payable, description						The aggregate vehicle loan balance on three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 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 $18,000 on its vehicle loans, leaving an aggregate loan balance on three vehicles of $127,000 at December 31, 2021.
Equipment [Member]
Loans Payable (Details) [Line Items]
Loan balance								11,000
Loan term amount			$ 18,000
Principal payments						$ 11,000
Total owned amount						0
Loan term			36 months
Interest rate			8.48%
Convertible Notes [Member]
Loans Payable (Details) [Line Items]
Accrued interest								$ 10,000
Research and Development Expense [Member]
Loans Payable (Details) [Line Items]
Principal payments						4,000
Total owned amount						$ 123,000

Loans Payable (Details) - Sched

Loans Payable (Details) - Schedule of loans payable for continuing operations - USD ($)		Mar. 31, 2022	Dec. 31, 2021
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable		$ 468,000	$ 426,000
Loans payable, current portion		(133,000)	(344,000)
Loans payable, net of current portion		335,000	82,000
PayPal Working Capital Loan, net of discount [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[1]	18,000	18,000
PayPal Working Capital Loan, net of discount one [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[2]	7,000	7,000
Secured promissory note [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[3]	262,000	263,000
Vehicle loans [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[4]	123,000	127,000
Equipment loan [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[5]		11,000
Convertible Notes [Member]
Loans Payable (Details) - Schedule of loans payable for continuing operations [Line Items]
Total loans payable	[6]	$ 58,000
[1]On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan matures in November 2022 and requires a $1,600 monthly payment. The loan balance on March 31, 2022 was $18,000.[2]On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan matures in December 2022 and requires a $600 monthly payment. The loan balance on March 31, 2022, was $7,000.[3] 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 former Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2021, was $263,000. During the three months ended March 31, 2022, the Company made principal payments of $1,000, leaving a total of $262,000 owed at March 31, 2022. The Company purchases vehicles for employees, and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 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 $18,000 on its vehicle loans, leaving an aggregate loan balance on three vehicles of $127,000 at December 31, 2021. During the three months ended March 31, 2022, the Company made principal payments of $4,000, leaving a total of $123,000 owed at March 31, 2022. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. The loan balance on December 31, 2021, was $11,000. During the three months ended March 31, 2022, the Company made principal payments of $11,000, leaving a total of $0 owed at March 31, 2022.

Loans Payable (Details) - Sch_2

Loans Payable (Details) - Schedule of sets forth the loan payments	Mar. 31, 2022 USD ($)
Schedule of sets forth the loan payments [Abstract]
2022	$ 124,000
2023	54,000
2024	50,000
2025	50,000
2026	46,000
Thereafter	144,000
Total	$ 468,000