Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Aug. 23, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | US NUCLEAR CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 27,888,215 | |
Amendment Flag | false | |
Entity Central Index Key | 0001543623 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-54617 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 362,475 | $ 227,304 |
Accounts receivable, net | 203,710 | 255,202 |
Inventories | 1,362,287 | 1,317,687 |
Prepaid expenses and other current assets | 4,000 | 4,000 |
TOTAL CURRENT ASSETS | 1,932,472 | 1,804,193 |
Property and equipment, net | 11,692 | 5,844 |
Right-of-use assets | 13,908 | 55,079 |
Investments | 17,857 | 19,616 |
Goodwill | 570,176 | 570,176 |
TOTAL ASSETS | 2,546,105 | 2,454,908 |
CURRENT LIABILITIES | ||
Accounts payable | 86,252 | 60,977 |
Accrued liabilities | 106,028 | 96,983 |
Accrued compensation - officers | 485,000 | 430,000 |
Customer deposit | 188,065 | 194,311 |
Acquisition contingency | ||
Note payable | 9,818 | 9,818 |
Note payable to shareholder | 443,850 | 443,850 |
Operating lease liability | 13,908 | 55,079 |
Line of credit | 321,729 | 209,143 |
TOTAL CURRENT LIABILITIES | 1,654,650 | 1,500,161 |
Note payable, net of current portion | 329,018 | 107,587 |
Note payable to shareholder | ||
Convertible debenture, net of discount of $0 and $462,963 in 2020 and 2019 | ||
Operating lease liability, net of current portion | ||
TOTAL LIABILITIES | 1,983,668 | 1,607,748 |
COMMITMENTS & CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 26,317,144 and 25,724,844 shares issued and outstanding | 2,632 | 2,572 |
Additional paid in capital | 12,363,969 | 11,985,191 |
Accumulated deficit | (11,804,164) | (11,140,603) |
TOTAL SHAREHOLDERS’ EQUITY | 562,437 | 847,160 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 2,546,105 | $ 2,454,908 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Convertible debenture net of discount (in Dollars) | $ 0 | $ 462,963 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
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 | 26,317,144 | 25,724,844 | |
Common stock, shares outstanding | 26,317,144 | 25,724,844 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | $ 417,824 | $ 322,239 |
Cost of sales | 216,652 | 155,912 |
Gross profit | 201,172 | 166,327 |
Operating expenses | ||
Selling, general and administrative expenses | 860,151 | 894,842 |
Total operating expenses | 860,151 | 894,842 |
Loss from operations | (658,979) | (728,515) |
Other income (expense) | ||
Interest expense | (2,823) | (13,395) |
Change in value of derivative liability | (137,162) | |
Amortization of debt discount | (167,490) | |
Equity loss in investment | (1,759) | (807) |
Total other income (expense) | (4,582) | (318,854) |
Loss before provision for income taxes | (663,561) | (1,047,369) |
Provision for income taxes | ||
Net loss | $ (663,561) | $ (1,047,369) |
Weighted average shares outstanding - basic and diluted (in Shares) | 25,753,712 | 20,559,328 |
Loss per shares - basic and diluted (in Dollars per share) | $ (0.03) | $ (0.05) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 2,007 | $ 9,300,657 | $ (7,602,500) | $ 1,700,164 |
Balance (in Shares) at Dec. 31, 2019 | 20,067,371 | |||
Issuance of common stock for services | $ 56 | 453,040 | 453,096 | |
Issuance of common stock for services (in Shares) | 558,295 | |||
Issuance of common stock for conversion of convertible debenture and accrued interest | $ 16 | 108,970 | 108,986 | |
Issuance of common stock for conversion of convertible debenture and accrued interest (in Shares) | 163,275 | |||
Issuance of common stock for investment | $ 86 | 601,141 | 601,227 | |
Issuance of common stock for investment (in Shares) | 858,896 | |||
Derivative liability resolution | 149,620 | 149,620 | ||
Net loss | (1,047,369) | (1,047,369) | ||
Balance at Mar. 31, 2020 | $ 2,165 | 10,613,428 | (8,649,869) | 1,965,724 |
Balance (in Shares) at Mar. 31, 2020 | 21,647,837 | |||
Balance at Dec. 31, 2020 | $ 2,572 | 11,985,191 | (11,140,603) | 847,160 |
Balance (in Shares) at Dec. 31, 2020 | 25,724,844 | |||
Issuance of common stock for services | $ 60 | 378,778 | 378,838 | |
Issuance of common stock for services (in Shares) | 592,300 | |||
Net loss | (663,561) | (663,561) | ||
Balance at Mar. 31, 2021 | $ 2,632 | $ 12,363,969 | $ (11,804,164) | $ 562,437 |
Balance (in Shares) at Mar. 31, 2021 | 26,317,144 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (663,561) | $ (1,047,369) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 598 | 499 |
Adjustment to acquisition contingency | 3,389 | |
Issuance of common stock for services | 378,838 | 453,096 |
Expenses paid directly by majority shareholder | 30,000 | |
Operating lease expense | 41,171 | 38,016 |
Amortization of debt discounts | 167,490 | |
Change in value of derivative liability | 137,162 | |
Equity loss in investment | 1,759 | 807 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 51,492 | 405,034 |
Inventories | (44,600) | (120,483) |
Accounts payable | 25,275 | 18,540 |
Accrued liabilities | 9,045 | (27,079) |
Accrued compensation - officers | 55,000 | 25,000 |
Customer deposits | (6,246) | 21,281 |
Operating lease liability | (41,171) | (38,016) |
Net cash provided by (used in) operating activities | (192,400) | 67,367 |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (6,446) | |
Cash paid for investment | (235,000) | |
Net cash used in investing activities | (6,446) | (235,000) |
FINANCING ACTIVITIES | ||
Net borrowings (repayments) under lines of credit | 112,586 | (1,971) |
Proceeds from issuance of note payable | 221,431 | |
Repayments for note payable | (4,219) | |
Proceeds from note payable to shareholder | 300 | |
Net cash provided by (used in) financing activities | 334,017 | (5,890) |
NET INCREASE (DECREASE) IN CASH | 135,171 | (173,523) |
CASH | ||
Beginning of period | 227,304 | 1,087,660 |
End of period | 362,475 | 914,137 |
Supplemental disclosures of cash flow information | ||
Taxes paid | ||
Interest paid | 2,823 | 4,431 |
Reclassification of acquisition contingency to accounts payable | (3,389) | |
Common stock issued for conversion of convertible debenture and accrued interest | 108,986 | |
Common stock issued for investment | 601,227 | |
Relief of derivative liability | $ 149,620 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | Note 1 - Organization Organization and Line of Business US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on February 14, 2012. On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. The Company is engaged in developing, manufacturing and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. |
Basis Presentation
Basis Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis Presentation | Note 2 – Basis Presentation Interim financial statements The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure are adequate to make the information presented not misleading. These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on July 29, 2021. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $663,561 for the three months ended March 31, 2021 and had an accumulated deficit of $11,804,164 as of March 31, 2021, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optron and its wholly-owned subsidiary, Overhoff Technology Corporation (“Overhoff”), and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of March 31, 2021 and December 31, 2020. Concentration of credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. Accounts Receivable The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of March 31, 2021 and December 31, 2020 were $5,000 and $5,000, respectively. Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of March 31, 2021 and December 31, 2020, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. Property and Equipment Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2021 and December 31, 2020, there no derivative financial instruments as all convertible notes payable were converted into shares of the Company’s common stock during 2020. Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to shareholder that the carrying amount also approximates fair value. Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from the product sales are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. Sales returns and allowances was $0 for the three months ended March 31, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2021 and 2020 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 11 and 12 for disclosures of revenue disaggregated by geographical area and product line. Customer Deposits Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, “ Compensation – Stock Compensation Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Segment Reporting FASB ASC Topic 280, Segment Reporting Related Parties The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders’ equity. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories at March 31, 2021 and December 31, 2020 consisted of the following: March 31, December 31, 2021 2020 Raw materials $ 849,172 $ 924,313 Work in Progress 153,934 71,177 Finished goods 359,181 322,197 Total inventories $ 1,362,287 $ 1,317,687 At March 31, 2021 and December 31, 2020 the inventory reserve was $0. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment The following are the details of the property and equipment at March 31, 2021 and December 31, 2020: March 31, December 31, 2021 2020 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 39,482 33,036 475,024 468,578 Less accumulated depreciation (463,332 ) (462,734 ) Property and equipment, net $ 11,692 $ 5,844 Depreciation expense for the three months ended March 31, 2021 and 2020 was $598 and $499, respectively. At March 31, 2021, the Company has $440,628 of fully depreciated property and equipment that is still in use. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments [Abstract] | |
Investments | Note 5 – Investments MIFTEC On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at March 31, 2021 and December 31, 2020 was $1,000 and $1,000, respectively. MIFTI In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at March 31, 2021 and December 31, 2020 was $1,000 and $1,000, respectively. Grapheton On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devises, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties. Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227. On the one-year anniversary of the closing of the SPA, the Company shall receive an additional 1,100 shares of Grapheton’s common stock in exchange for shares of the Company’s common stock in an amount equal to $707,777, as valued by an independent third-party valuator. An additional “true up” issuance of the Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s common stock on that date by a third-party valuator. The Company currently owns 24% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting is accordance with ASC 323. The Company evaluated this investment and recorded a loss attributed to equity investment of $803,877 during the year ended December 31, 2020. Information regarding Grapheton as of and for the three months ended March 31, 2021 is below: Current assets $ 68,455 Total assets 68,455 Current liabilities - Total liabilities - Total stockholders’ equity 68,455 Revenue $ - Operating expenses (7,303 ) Other expenses - Net loss 7,303 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable In connection with the acquisition of assets from ECC, the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At March 31, 2021 and December 31, 2020, the amount outstanding under this note payable was $9,818 and $9,818, respectively. The Company repaid $0 during the three months ended March 31, 2021. In June 2020 the Company received a loan under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act for $107,587. The loan has terms of 24 months and accrues interest at 1% per annum. In addition, in February 2021, the Company received an additional $221,431 under the PPP loan program with the same terms as the June 2020 PPP loan. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act. Future maturities of notes payable as of March 31, 2021 are as follows: Three months ended March 31, 2022 $ 9,818 2023 329,018 $ 338,836 |
Note Payable to Shareholder
Note Payable to Shareholder | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable to Shareholder | Note 7 – Note Payable to Shareholder Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest bearing notes due on December 31, 2021. During the three months ended March 31, 2020, the Company’s majority shareholder paid expenses on behalf of the Company of $30,000 and loaned an additional $300 to the Company. The amounts due to Mr. Goldstein are $443,850 and $443,850 as of March 31, 2021 and December 31, 2020, respectively. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2021 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 8 – Line of Credit As of March 31, 2021, the Company had five lines of credit with a maximum borrowing amount of $600,000 with interest ranging from 5.5% to 11.5% and are unsecured. As of March 31, 2021 and December 31, 2020, the amounts outstanding under these lines of credit were $321,729 and $209,143, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 9 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expired on April 30, 2020 and the Company exercised its renewal option for an additional 12 months. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases. The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of March 31, 2021 and December 31, 2020: March 31, December 31, Classification on Balance Sheet 2021 2020 Assets Operating lease assets Operating lease right of use assets $ 13,908 $ 55,079 Total lease assets $ 13,908 $ 55,079 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 13,908 $ 55,079 Noncurrent liabilities Operating lease liability Long-term operating lease liability - - Total lease liability $ 13,908 $ 55,079 Lease obligations at March 31, 2021 consisted of the following: Twelve Months Ending March 31, 2021 $ 14,000 Total payments 14,000 Amount representing interest (92 ) Lease obligation, net 13,908 Less lease obligation, current portion (13,908 ) Lease obligation, long-term portion $ - The lease expense for the three months ended March 31, 2021 and 2020 was $126,000 and $126,000, respectively. The cash paid under operating leases during the three months ended March 31, 2021 and 2020 was $126,000 and $126,000, respectively. At March 31, 2021, the weighted average remaining lease terms were 0.6 years and the weighted average discount rate was 8% |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 10 – Shareholders’ Equity Common Stock During the three months ended March 31, 2021, the Company issued: ● 592,300 shares of common stock to consultants for services rendered valued at $378,838. The fair value was determined based on the Company’s stock price on the grant date. During the three months ended March 31, 2020, the Company issued: ● 558,295 shares of common stock to consultants for services rendered valued at $453,096. The fair value was determined based on the Company’s stock price on the grant date; ● 163,275 shares of common stock for convertible notes and accrued interest of $100,000 and $8,986; and ● 858,896 shares of common stock for an investment in Grapheton valued at $601,227. The fair value was determined based on the Company’s stock price on the grant date. Warrants The following table summarizes the activity related to warrants: Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2020 333,333 $ 1.50 1.90 $ - Granted - Forfeited - Exercised - Outstanding, March 31, 2021 333,333 $ 1.50 1.65 $ - Exercisable, March 31, 2021 333,333 $ 1.50 1.65 $ - The following table summarizes information about warrants outstanding and exercisable as of March 31, 2021: Outstanding and Exercisable Number of Exercise Warrants Price 333,333 $ 1.50 333,333 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 11 – Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below. The following tables summarize the Company’s segment information for the three months ended March 31, 2021 and 2020: Three Months Ended 2021 2020 Sales Optron $ 22,816 $ 90,680 Overhoff 395,008 231,559 Corporate - - $ 417,824 $ 322,239 Gross profit Optron $ 13,424 $ 48,862 Overhoff 187,748 117,465 Corporate - - $ 201,172 $ 166,327 Income (loss) from operations Optron $ (194,493 ) $ (140,995 ) Overhoff (22,655 ) (65,025 ) Corporate (441,831 ) (522,495 ) $ (658,979 ) $ (728,515 ) Interest Expenses Optron $ 2,823 $ 4,440 Overhoff - - Corporate - 8,955 $ 2,823 $ 13,395 Net income (loss) Optron $ (191,316 ) $ (139,435 ) Overhoff (28,655 ) (74,025 ) Corporate (443,590 ) (833,909 ) $ (663,561 ) $ (1,047,369 ) As of As of March 31, December 31, 2021 2020 Total Assets Optron $ 1,102,786 $ 1,084,440 Overhoff 1,430,259 1,320,197 Corporate 13,060 50,271 $ 2,546,105 $ 2,454,908 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales
Geographical Sales | 3 Months Ended |
Mar. 31, 2021 | |
Geographical Sales [Abstract] | |
Geographical Sales | Note 12 - Geographical Sales The geographical distribution of the Company’s sales for the three months ended March 31, 2021 and 2020 is as follows: Three Months Ended 2021 2020 Geographical sales North America $ 294,551 $ 185,668 Asia 111,097 97,627 Other 12,176 38,944 $ 417,824 $ 322,239 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. Rent expense for the three months ended March 31, 2021 and 2020 were $42,000 and $42,000, respectively. As of March 31, 2021 and December 31, 2020, payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively. (See Note 9) In addition, as of March 31, 2021 and December 31, 2020, the Company had accrued compensation payable to its majority shareholder of $375,000 and $350,000, respectively. Also see Note 7. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 14 – Concentrations One customer accounted for 61.4% of the Company’s sales for the three months ended March 31, 2021 and one customer accounted for 32% of the Company’s sales for the three months ended March 31, 2020. No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following: ● subsequent to March 31, 2021, the Company issued 200,000 shares to consultants for services rendered, 1,121,071 shares in connection with Grapheton Stock Purchase Agreement, and 250,000 shares for cash proceeds of $100,000. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Interim financial statements | Interim financial statements The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure are adequate to make the information presented not misleading. These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on July 29, 2021. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $663,561 for the three months ended March 31, 2021 and had an accumulated deficit of $11,804,164 as of March 31, 2021, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optron and its wholly-owned subsidiary, Overhoff Technology Corporation (“Overhoff”), and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. |
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. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of March 31, 2021 and December 31, 2020. |
Concentration of credit risk | Concentration of credit risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. |
Accounts Receivable | Accounts Receivable The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of March 31, 2021 and December 31, 2020 were $5,000 and $5,000, respectively. |
Inventories | Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of March 31, 2021 and December 31, 2020, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of March 31, 2021 and December 31, 2020, there no derivative financial instruments as all convertible notes payable were converted into shares of the Company’s common stock during 2020. |
Investments | Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to shareholder that the carrying amount also approximates fair value. |
Revenue Recognition | Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from the product sales are recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. Sales returns and allowances was $0 for the three months ended March 31, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2021 and 2020 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 11 and 12 for disclosures of revenue disaggregated by geographical area and product line. |
Customer Deposits | Customer Deposits Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, “ Compensation – Stock Compensation |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Segment Reporting | Segment Reporting FASB ASC Topic 280, Segment Reporting |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures |
Reclassifications | Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders’ equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity |
Basis Presentation (Tables)
Basis Presentation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | March 31, December 31, 2021 2020 Raw materials $ 849,172 $ 924,313 Work in Progress 153,934 71,177 Finished goods 359,181 322,197 Total inventories $ 1,362,287 $ 1,317,687 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, 2021 2020 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 39,482 33,036 475,024 468,578 Less accumulated depreciation (463,332 ) (462,734 ) Property and equipment, net $ 11,692 $ 5,844 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments [Abstract] | |
Schedule of information regarding grapeheton | Current assets $ 68,455 Total assets 68,455 Current liabilities - Total liabilities - Total stockholders’ equity 68,455 Revenue $ - Operating expenses (7,303 ) Other expenses - Net loss 7,303 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities of notes payable | Three months ended March 31, 2022 $ 9,818 2023 329,018 $ 338,836 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease related assets and liabilities | March 31, December 31, Classification on Balance Sheet 2021 2020 Assets Operating lease assets Operating lease right of use assets $ 13,908 $ 55,079 Total lease assets $ 13,908 $ 55,079 Liabilities Current liabilities Operating lease liability Current operating lease liability $ 13,908 $ 55,079 Noncurrent liabilities Operating lease liability Long-term operating lease liability - - Total lease liability $ 13,908 $ 55,079 |
Schedule of lease obligations | Twelve Months Ending March 31, 2021 $ 14,000 Total payments 14,000 Amount representing interest (92 ) Lease obligation, net 13,908 Less lease obligation, current portion (13,908 ) Lease obligation, long-term portion $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of activity related to warrants | Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2020 333,333 $ 1.50 1.90 $ - Granted - Forfeited - Exercised - Outstanding, March 31, 2021 333,333 $ 1.50 1.65 $ - Exercisable, March 31, 2021 333,333 $ 1.50 1.65 $ - |
Schedule of information about warrants outstanding and exercisable | Outstanding and Exercisable Number of Exercise Warrants Price 333,333 $ 1.50 333,333 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of company's segment reporting information | Three Months Ended 2021 2020 Sales Optron $ 22,816 $ 90,680 Overhoff 395,008 231,559 Corporate - - $ 417,824 $ 322,239 Gross profit Optron $ 13,424 $ 48,862 Overhoff 187,748 117,465 Corporate - - $ 201,172 $ 166,327 Income (loss) from operations Optron $ (194,493 ) $ (140,995 ) Overhoff (22,655 ) (65,025 ) Corporate (441,831 ) (522,495 ) $ (658,979 ) $ (728,515 ) Interest Expenses Optron $ 2,823 $ 4,440 Overhoff - - Corporate - 8,955 $ 2,823 $ 13,395 Net income (loss) Optron $ (191,316 ) $ (139,435 ) Overhoff (28,655 ) (74,025 ) Corporate (443,590 ) (833,909 ) $ (663,561 ) $ (1,047,369 ) As of As of March 31, December 31, 2021 2020 Total Assets Optron $ 1,102,786 $ 1,084,440 Overhoff 1,430,259 1,320,197 Corporate 13,060 50,271 $ 2,546,105 $ 2,454,908 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales (Tables)
Geographical Sales (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Geographical Sales [Abstract] | |
Schedule of geographical distribution of comapany's sales | Three Months Ended 2021 2020 Geographical sales North America $ 294,551 $ 185,668 Asia 111,097 97,627 Other 12,176 38,944 $ 417,824 $ 322,239 |
Basis Presentation (Details)
Basis Presentation (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Net loss | $ (663,561) | $ (1,047,369) | |
Accumulated deficit | (11,804,164) | $ (11,140,603) | |
Allowance for doubtful accounts | 5,000 | $ 5,000 | |
Sales returns and allowances | $ 0 | ||
Tax benefit, percentage | 50.00% | ||
Warrants outstanding (in Shares) | 333,333 | 333,333 | |
Right of use assets and operating lease liability recognized | $ 356,508 |
Basis Presentation (Details) -
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment | 3 Months Ended |
Mar. 31, 2021 | |
Furniture and fixtures [Member] | |
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Leasehold Improvement [Member] | |
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease life or economic life |
Equipment [Member] | |
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Computers and software [Member] | |
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Raw materials | $ 849,172 | $ 924,313 |
Work in Progress | 153,934 | 71,177 |
Finished goods | 359,181 | 322,197 |
Total inventories | $ 1,362,287 | $ 1,317,687 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 598 | $ 499 |
Depreciated property and equipment in use | $ 440,628 |
Property and Equipment (Detail
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 475,024 | $ 468,578 |
Less accumulated depreciation | (463,332) | (462,734) |
Property and equipment, net | 11,692 | 5,844 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 148,033 | 148,033 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 50,091 | 50,091 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 237,418 | 237,418 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 39,482 | $ 33,036 |
Investments (Details)
Investments (Details) - USD ($) | Aug. 03, 2018 | Apr. 30, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Investments (Details) [Line Items] | ||||||
Ownership interest in MIFTEC | 0.56% | |||||
Investment amount | $ 500,000 | |||||
MIFTEC (in Shares) | 500,000 | |||||
Investment, description | Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227. | |||||
Exchange for common stock, shares (in Shares) | 1,100 | |||||
Exchange for common stock equal amount | $ 707,777 | |||||
Ownership, percentage | 24.00% | |||||
Equity investment | $ 803,877 | |||||
MIFTEC [Member] | ||||||
Investments (Details) [Line Items] | ||||||
Ownership interest in MIFTEC | 10.00% | 10.00% | ||||
Investment amount | $ 500,000 | |||||
MIFTEC (in Shares) | 300,000 | |||||
Common stock value | $ 594,000 | |||||
Interest in MIFTEC | $ 10,000 | |||||
Acquisition of manufacturing and supply right | $ 1,084,000 | |||||
Investment for impairment | $ 9,000 | |||||
Carrying value of investment | $ 1,000 | 1,000 | ||||
MIFTI [Member] | ||||||
Investments (Details) [Line Items] | ||||||
Investment for impairment | $ 499,000 | |||||
Carrying value of investment | $ 1,000 | $ 1,000 | ||||
Investment, description | the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. |
Investments (Details) - Schedul
Investments (Details) - Schedule of information regarding grapeheton - Grapheton [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Investments (Details) - Schedule of information regarding grapeheton [Line Items] | |
Current assets | $ 68,455 |
Total assets | 68,455 |
Current liabilities | |
Total liabilities | |
Total stockholders’ equity | 68,455 |
Revenue | |
Operating expenses | (7,303) |
Other expenses | |
Net loss | $ 7,303 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest rate | 5.00% | |||
Principal and interest payments | $ 4,518 | |||
Outstanding notes payable | 9,818 | $ 9,818 | ||
Repayment Of Notes Payable | $ 0 | |||
Loan amount | $ 107,587 | |||
Notes Payable, description | The loan has terms of 24 months and accrues interest at 1% per annum. | |||
Debt Instrument, Face Amount | $ 221,431 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of future maturities of notes payable | Mar. 31, 2021USD ($) |
Schedule of future maturities of notes payable [Abstract] | |
2021 | $ 9,818 |
2022 | 329,018 |
Total | $ 338,836 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Note Payable, description | Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest bearing notes due on December 31, 2021. | |
Majority shareholder paid expenses | $ 30,000 | |
Additional loans | 300 | |
Amounts due to Mr. Goldstein | $ 443,850 | $ 443,850 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Line of Credit (Details) [Line Items] | ||
Line of credit outstanding | $ 321,729 | $ 209,143 |
Line of Credit [Member] | ||
Line of Credit (Details) [Line Items] | ||
Line of credit maximum borrowing amount | $ 600,000 | |
Line of Credit [Member] | Minimum [Member] | ||
Line of Credit (Details) [Line Items] | ||
Interest rate on line of credit | 5.50% | |
Line of Credit [Member] | Maximum [Member] | ||
Line of Credit (Details) [Line Items] | ||
Interest rate on line of credit | 11.50% |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases (Textual) | ||
Lease expense | $ 126,000 | $ 126,000 |
Operating leases payment | $ 126,000 | $ 126,000 |
Weighted average remaining lease terms | 219 days | |
Weighted average discount rate | 8.00% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease related assets and liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease assets | $ 13,908 | $ 55,079 |
Total lease assets | 13,908 | 55,079 |
Current liabilities | ||
Operating lease liability | 13,908 | 55,079 |
Noncurrent liabilities | ||
Operating lease liability | ||
Total lease liability | $ 13,908 | $ 55,079 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease obligations | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of lease obligations [Abstract] | |
2021 | $ 14,000 |
Total payments | 14,000 |
Amount representing interest | (92) |
Lease obligation, net | 13,908 |
Less lease obligation, current portion | (13,908) |
Lease obligation, long-term portion |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Shareholders' Equity (Details) [Line Items] | ||
Convertible notes | $ 163,275 | |
Accrued interest | $ 100,000 | |
Additional common stock shares (in Shares) | 8,986 | |
Fair value of weighted average options | $ 858,896 | |
Investment value | $ 601,227 | |
Consultants [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock issued for services, shares (in Shares) | 592,300 | 558,295 |
Common stock issued for services | $ 378,838 | |
Consultants [Member] | ||
Shareholders' Equity (Details) [Line Items] | ||
Common stock issued for services | $ 453,096 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of activity related to warrants - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of activity related to warrants [Line Items] | |
Warrants Outstanding, at beginning | 333,333 |
Weighted Average Exercise Price ,at beginning (in Dollars per share) | $ / shares | $ 1.50 |
Weighted Average Remaining Contractual Life,at beginning | 1 year 328 days |
Aggregate Intrinsic Value, at beginning (in Dollars) | $ | |
Warrants Outstanding, Granted | |
Warrants Outstanding, Forfeited | |
Warrants Outstanding, Exercised | |
Warrants Outstanding, at ending | 333,333 |
Weighted Average Exercise Price ,at ending (in Dollars per share) | $ / shares | $ 1.50 |
Weighted Average Remaining Contractual Life,at ending | 1 year 237 days |
Aggregate Intrinsic Value, at ending (in Dollars) | $ | |
Warrants Outstanding, Exercisable | 333,333 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 1.50 |
Weighted Average Remaining Contractual Life ,Exercisable | 1 year 237 days |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of information about warrants outstanding and exercisable - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants | 333,333 |
Number of Warrants (in Dollars per share) | $ / shares | $ 1.50 |
Exercisable | 333,333 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of company's segment reporting information - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Sales | $ 417,824 | $ 322,239 | |
Gross profit | 201,172 | 166,327 | |
Income (loss) from operations | (658,979) | (728,515) | |
Interest Expenses | 2,823 | 13,395 | |
Net income (loss) | (663,561) | (1,047,369) | |
Total Assets | 2,546,105 | $ 2,454,908 | |
Goodwill | 570,176 | 570,176 | |
Optron [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | 22,816 | 90,680 | |
Gross profit | 13,424 | 48,862 | |
Income (loss) from operations | (194,493) | (140,995) | |
Interest Expenses | 2,823 | 4,440 | |
Net income (loss) | (191,316) | (139,435) | |
Total Assets | 1,102,786 | 1,084,440 | |
Goodwill | |||
Overhoff [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | 395,008 | 231,559 | |
Gross profit | 187,748 | 117,465 | |
Income (loss) from operations | (22,655) | (65,025) | |
Interest Expenses | |||
Net income (loss) | (28,655) | (74,025) | |
Total Assets | 1,430,259 | 1,320,197 | |
Goodwill | 570,176 | 570,176 | |
Corporate Segment [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Sales | |||
Gross profit | |||
Income (loss) from operations | (441,831) | (522,495) | |
Interest Expenses | 8,955 | ||
Net income (loss) | (443,590) | $ (833,909) | |
Total Assets | 13,060 | 50,271 | |
Goodwill |
Geographical Sales (Details) -
Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Geographical sales | ||
Geographical sales | $ 417,824 | $ 322,239 |
North America [Member] | ||
Geographical sales | ||
Geographical sales | 294,551 | 185,668 |
Asia [Member] | ||
Geographical sales | ||
Geographical sales | 111,097 | 97,627 |
Other [Member] | ||
Geographical sales | ||
Geographical sales | $ 12,176 | $ 38,944 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Accrued compensation payable | $ 375,000 | $ 350,000 | |
Gold Team Inc. [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Accounts payable, related party for leases | 0 | $ 0 | |
Gold Team Inc. [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Rent expense | $ 42,000 | $ 42,000 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Concentrations (Details) [Line Items] | ||
Concentration percentage | 10.00% | |
Sales [Member] | Customer 1 [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration percentage | 61.40% | |
Concentration percentage | 32% | |
Purchase [Member] | Vendor [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration percentage | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Subsequent Events [Abstract] | |
Issued total shares of common stock | 200,000 |
Issuance of common shares | 1,121,071 |
Shares of cash proceeds | 250,000 |
Cash Proceeds (in Dollars) | $ | $ 100,000 |