Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | US NUCLEAR CORP. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001543623 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | |||
Cash | $ 65,855 | $ 246,317 | $ 227,304 |
Accounts receivable, net | 81,036 | 163,577 | 255,202 |
Inventories | 1,733,341 | 1,792,312 | 1,317,687 |
Prepaid expenses and other current assets | 4,713 | 44,026 | 4,000 |
TOTAL CURRENT ASSETS | 1,884,945 | 2,246,232 | 1,804,193 |
Property and equipment, net | 8,689 | 9,719 | 5,844 |
Right-of-use assets | 55,079 | ||
Investments | 10,059 | 10,059 | 19,616 |
Acquisition deposit | 15,000 | 15,000 | |
Goodwill | 570,176 | 570,176 | 570,176 |
TOTAL ASSETS | 2,488,869 | 2,851,186 | 2,454,908 |
CURRENT LIABILITIES | |||
Accounts payable | 62,635 | 91,859 | 60,977 |
Accounts payable - related party | 170,500 | 128,500 | |
Accrued liabilities | 639,551 | 587,941 | 96,983 |
Accrued compensation - officers | 635,000 | 590,000 | 430,000 |
Customer deposit | 85,751 | 101,342 | 194,311 |
Note payable | 20,619 | 48,541 | 9,818 |
Note payable to shareholder | 755,260 | 576,260 | 443,850 |
Operating lease liability | 55,079 | ||
Line of credit | 305,427 | 285,743 | 209,143 |
TOTAL CURRENT LIABILITIES | 2,674,743 | 2,409,917 | 1,500,161 |
Note payable, net of current portion | 107,587 | ||
TOTAL LIABILITIES | 2,674,743 | 2,409,917 | 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, 28,428,215 and 28,353,215 and 25,724,844 shares issued and outstanding | 2,843 | 2,836 | 2,572 |
Additional paid in capital | 13,531,074 | 13,508,581 | 11,985,191 |
Accumulated deficit | (13,719,791) | (13,070,148) | (11,140,603) |
TOTAL SHAREHOLDERS’ EQUITY | (185,874) | 441,269 | 847,160 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 2,488,869 | $ 2,851,186 | $ 2,454,908 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 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 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 28,428,215 | 28,353,215 | 25,724,844 |
Common stock, shares outstanding | 28,428,215 | 28,353,215 | 25,724,844 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Sales | $ 339,515 | $ 2,137,607 | $ 1,752,976 |
Cost of sales | 112,238 | 760,955 | 1,278,469 |
Gross profit | 227,277 | 1,376,652 | 474,507 |
Operating expenses | |||
Consulting expense | 592,659 | 1,005,655 | |
Professional fees | 171,024 | 218,760 | |
Officer compensation | 372,978 | 220,000 | |
Payroll and related expense | 939,061 | 827,343 | |
General and administrative | 873,503 | 663,119 | 286,795 |
Total operating expenses | 873,503 | 2,738,841 | 2,558,553 |
Loss from operations | (646,226) | (1,362,189) | (2,084,046) |
Other income (expense) | |||
Interest expense | (3,417) | (11,001) | (45,860) |
Other income | 2,950 | ||
Change in value of derivative liability | (126,623) | ||
Amortization of debt discount | (462,963) | ||
Gain on forgiveness of debt | 329,018 | ||
Equity loss in investment | (835,462) | (818,611) | |
Total other income (expense) | (3,417) | (514,495) | (1,454,057) |
Loss before provision for income taxes | (649,643) | (1,876,684) | (3,538,103) |
Provision for income taxes | |||
Net loss | (649,643) | (1,876,684) | (3,538,103) |
Deemed dividend for downround provision in warrants | (52,861) | ||
Net loss attributed to common stockholders | $ (649,643) | $ (1,929,545) | $ (3,538,103) |
Weighted average shares outstanding - basic and diluted (in Shares) | 28,428,215 | 27,375,508 | 22,080,873 |
Loss per shares - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.07) | $ (0.16) |
Consolidated Statement of Chang
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 | $ 161 | 1,005,495 | 1,005,656 | |
Issuance of common stock for services (in Shares) | 1,606,111 | |||
Issuance of common stock for conversion of convertible debenture and accrued interest | $ 318 | 532,494 | 532,812 | |
Issuance of common stock for conversion of convertible debenture and accrued interest (in Shares) | 3,192,466 | |||
Issuance of common stock for investment | $ 86 | 601,141 | 601,227 | |
Issuance of common stock for investment (in Shares) | 858,896 | |||
Derivative liability resolution | 545,404 | 545,404 | ||
Net loss | (3,538,103) | (3,538,103) | ||
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 | $ 126 | 737,262 | 737,388 | |
Issuance of common stock for services (in Shares) | 1,257,300 | |||
Issuance of common stock for conversion of convertible debenture and accrued interest | $ 25 | 99,975 | 100,000 | |
Issuance of common stock for conversion of convertible debenture and accrued interest (in Shares) | 250,000 | |||
Issuance of common stock for investment | $ 112 | 633,293 | 633,405 | |
Issuance of common stock for investment (in Shares) | 1,121,071 | |||
Deemed dividend for downround provision in warrants | 52,861 | (52,861) | ||
Net loss | (1,876,684) | (1,876,684) | ||
Balance at Dec. 31, 2021 | $ 2,835 | 13,508,582 | (13,070,148) | 441,269 |
Balance (in Shares) at Dec. 31, 2021 | 28,353,215 | |||
Issuance of common stock for services | $ 8 | 22,492 | 22,500 | |
Issuance of common stock for services (in Shares) | 75,000 | |||
Net loss | (649,643) | (649,643) | ||
Balance at Mar. 31, 2022 | $ 2,843 | $ 13,531,074 | $ (13,719,791) | $ (185,874) |
Balance (in Shares) at Mar. 31, 2022 | 28,428,215 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | |||
Net loss | $ (649,643) | $ (1,876,684) | $ (3,538,103) |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,659 | 2,571 | 2,004 |
Adjustment to acquisition contingency | 718 | ||
Bad debt expense | 11,000 | ||
Issuance of common stock for services | 62,526 | 673,617 | 1,005,656 |
Expenses paid directly by majority shareholder | 87,410 | 40,000 | |
Operating lease expense | 55,079 | 156,720 | |
Amortization of debt discounts | 462,963 | ||
Forgiveness of PPP Loan | (329,018) | ||
Change in value of derivative liability | 126,623 | ||
Equity loss in investment | 835,462 | 818,611 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 82,541 | 80,625 | 305,101 |
Inventories | 58,971 | (474,625) | (219,437) |
Prepaid expenses and other current assets | (713) | (1,000) | |
Accounts payable | (29,224) | 30,882 | (5,828) |
Accounts payable - related parties | 42,000 | 128,500 | |
Accrued liabilities | 51,610 | 322,203 | 20,345 |
Accrued compensation - officers | 45,000 | 160,000 | 180,000 |
Customer deposits | (15,591) | (92,969) | 188,198 |
Operating lease liability | (55,079) | (156,720) | |
Net cash used in operating activities | (338,864) | (441,026) | (614,149) |
INVESTING ACTIVITIES | |||
Purchase of property and equipment | (12,629) | (6,446) | |
Payment of acquisition deposit | (15,000) | ||
Cash paid for investment | (235,000) | ||
Net cash used in investing activities | (12,629) | (21,446) | (235,000) |
FINANCING ACTIVITIES | |||
Net borrowings (repayments) under lines of credit | (2,662) | 119,600 | (6,123) |
Proceeds from sale of common stock | 100,000 | ||
Proceeds from issuance of note payable | 221,431 | 107,587 | |
Repayments for note payable | (5,307) | (4,546) | (16,470) |
Proceeds from note payable to shareholder | 179,000 | 608,010 | 520,600 |
Repayments for note payable to shareholder | (563,010) | (616,801) | |
Net cash provided by (used in) financing activities | 171,031 | 481,485 | (11,207) |
NET INCREASE (DECREASE) IN CASH | (180,462) | 19,013 | (860,356) |
CASH | |||
Beginning of period | 246,317 | 227,304 | 1,087,660 |
End of period | 65,855 | 246,317 | 227,304 |
Supplemental disclosures of cash flow information | |||
Taxes paid | |||
Interest paid | 3,417 | 11,001 | 16,993 |
Non-Cash investing and financing activities | |||
Reclassification of acquisition contingency to accounts payable | 11,312 | ||
Common shares issued for future services | 135,859 | ||
Deemed dividend on down round provision | 52,861 | ||
Common stock issued for conversion of convertible debenture and accrued interest | 532,812 | ||
Common stock issued for services | |||
Common stock issued for investment | 601,227 | ||
Relief of derivative liability | $ 545,404 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation 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 of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. 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 $649,643 for the three months ended March 31, 2022 and had an accumulated deficit of $13,719,791 as of March 31, 2022. The Company recorded a net loss of $1,876,684 for the year ended December 31, 2021 and had an accumulated deficit of $13,070,148 as of December 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. |
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 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cali From Above, LLC, and 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 the three months ended March 31, 2022 and the years ending December 31, 2021 and 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 the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020 were $16,000, $16,000, 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 the three months ended March 31, 2022 and the years ended December 31, 2021 and 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. During the year ended December 31, 2020, the convertible note payable was fully converted into shares of common stock; therefore, there was no derivative liability at December 31, 2020. During the three months ended March 31, 2022 and the year ended December 31, 2021, there was no derivative liability. 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, 2022 and the years ended December 31, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2022 and the years ended December 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 shareholders’ equity. Recent Accounting Pronouncements 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 January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment Intangibles - Goodwill and Other 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, 2022 | |
Disclosure of Inventories [Abstract] | |
Inventories | Note 3 – Inventories Inventory at March 31, 2022 and December 31, 2021 and 2020 consisted of the following: 2022 2021 2020 Raw materials $ 723,444 $ 972,759 $ 924,313 Work in Progress 351,802 157,024 71,177 Finished goods 658,095 662,529 322,197 Total inventories $ 1,733,341 $ 1,792,312 $ 1,317,687 At December 31, 2021 and 2020 the inventory reserve was $0. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment The following are the details of property and equipment at December 31, 2021 and 2020: 2022 2021 2020 Furniture and fixtures $ 148,033 $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 50,091 Equipment 250,047 237,418 237,418 Computers and software 39,482 39,482 33,036 487,653 475,024 468,578 Less accumulated depreciation (478,964 ) (465,305 ) (462,734 ) Property and equipment, net $ 8,689 $ 9,719 $ 5,844 Depreciation expense for the three months ended March 31, 2-22 and for the years ended December 31, 2021 and 2020 was $1,030, $2,571 and $2,004, respectively. At March 31, 2022, December 31, 2021 and 2020, the Company had $440,628 of fully depreciated property and equipment that is still in use. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022, December 31, 2021 and 2020 was $1,000, $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, 2022, December 31, 2021 and 2020 was $1,000, $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. In connection with the SPA, during the second quarter of 2021 the Company received an additional 1,100 shares of Grapheton’s common stock in exchange for the Company’s issuing an additional 1,121,071 shares of common stock valued at $633,405. In addition, Grapheton fulfilled its requirements under the earn out provision and the Company is obligated to make the first earn out payment of $192,500. This amount is recorded as accrued expense in the accompanying consolidated balance sheet. 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 35.8% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting is accordance with ASC 323. Information regarding Grapheton as of and for the three months ended March 31, 2022 is below: Current assets $ 55,801 Total assets 64.156 Current liabilities 3,017 Total liabilities - Total stockholders’ equity $ 61,140 Revenue $ - Operating expenses (57,689 ) Other expenses - Net loss $ 57,689 Information regarding Grapheton as of and for the year ended December 31, 2021 is below: Current assets $ 110,472 Total assets 117,288 Current liabilities 11,052 Total liabilities 11,052 Total stockholders’ equity $ 106,236 Revenue $ 5,000 Operating expenses (59,811 ) Other expenses - Net loss $ 58,893 The Company evaluated this investment and recorded a loss attributed to equity investment of $835,462 during the year ended December 31, 2021. The carrying value of this investment at December 31, 2021 was $10,059. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022, December 31, 2021, and 2020, the amount outstanding under this note payable was $20,619, $48,541. and 9,818, respectively. The Company was in default on payment of the note payable as of December 31, 2021. The Company has communicated with the debt holder, and the amount is considered payable on demand as of March 31, 2022. In June 2020 the Company received a loan under the Paycheck Protection Program 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 February of 2021, the Company received two additional loans totaling $221,431 under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. As of December 31, 2021, The Company has had these loans forgiven in the amount of $329,018 as provided by the CARES Act. On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. As of the date of the conversion, the amount owed by the Company was $43,269. Future maturities of notes payable as of March 31, 2022 are as follows: Years Ending December 31, 2021 $ 20,619 2022 - 2023 - 2024 - 2025 - Thereafter - $ 20,619 Future maturities of notes payable as of December 31, 2021 are as follows: Years Ending December 31, 2021 $ 48,541 2022 - 2023 - 2024 - 2025 - Thereafter - $ 48,541 |
Note Payable to Shareholder
Note Payable to Shareholder | 3 Months Ended |
Mar. 31, 2022 | |
Note Payable To Shareholder [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, 2022. During the year ended December 31, 2020, the Company’s majority shareholder paid expenses on behalf of the Company of $40,000, loaned an additional $520,600 to the Company and was repaid $616,801. During the year ended December 31, 2021, the Company’s majority shareholder paid expenses on behalf of the Company of $87,410 and loaned an additional $45,000 to the Company. During the three months ended March 31, 2022, the Company’s majority shareholder paid expenses on behalf of the Company of $0 and loaned an additional $179,000 to the Company. The amounts due to Mr. Goldstein are $755,260, $576,260 and $443,850 as of March 31, 2022 and December 31, 2021 and 2020, respectively. |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2022 | |
Line of Credit Facility [Abstract] | |
Line of Credit | Note 8 – Line of Credit As of March 31, 2022, the Company had four lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 5.5% to 11.5%. As of March 31, 2022, December 31, 2021 and 2020, the amounts outstanding under these lines of credit were $305,427, $285,474 and $209,143, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
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. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending December 31, 2022 is $98,000. 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 December 31, 2021 and 2020: Classification on Balance Sheet 2021 2020 Assets Operating lease assets Operating lease right of use assets $ - $ 55,079 Total lease assets $ - $ 55,079 Liabilities Current liabilities Operating lease liability Current operating lease liability $ - $ 55,079 Noncurrent liabilities Operating lease liability Long-term operating lease liability - 55,079 Total lease liability $ - $ 55,079 Lease obligations at December 31, 2021 consisted of the following: Years Ending December 31, 2021 Total payments $ - Amount representing interest - Lease obligation, net - Less lease obligation, current portion - Lease obligation, long-term portion - $ - The lease expense for the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020 was $42,000, $168,000 and $168,000, respectively. The cash paid under operating leases during the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020 was $0, $42,000, and $168,000, respectively. At December 31, 2021, $126,000 was accrued and is shown on the balance sheet as accounts payable- related party. At December 31, 2021, the weighted average remaining lease terms were 0.3 years and the weighted average discount rate was 8% |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity | Note 10 – Shareholders’ Equity Common stock During the three months ended March 31, 2022, the Company issued: ● 75,000 shares of common stock to consultants for services rendered valued at $22,500. The fair value was determined based on the Company’s stock price on the grant date. During the year ended December 31, 2021, the Company issued: ● 1,252,300 shares of common stock to consultants for services rendered valued at $737,388. The fair value was determined based on the Company’s stock price on the grant date. Pursuant to ASC 718 the company has allocated a portion of stock-based compensation to prepaid expenses until the services are provided to the Company. The amount allocated to prepaid expense at December 31, 2021 is $40,026. ● 1,121,071 shares of common stock for an investment in Grapheton valued at $633,405. The fair value was determined based on the Company’s stock price on the grant date. ● 250,000 shares of common stock for cash proceeds of $100,000 During the year ended December 31, 2020, the Company issued: ● 1,606,111 shares of common stock to consultants for services rendered valued at $1,005,656. The fair value was determined based on the Company’s stock price on the grant date; ● 3,192,466 shares of common stock for convertible notes and accrued interest of $500,000 and $32,812, respectively; 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 $ 0.40 1.50 $ - Granted - Forfeited - Exercised - Outstanding, December 31, 2021 333,333 $ 0.36 0.90 $ - Granted - Forfeited - Exercised - Outstanding, March 31, 2022 333,333 $ 0.30 0.65 $ 6,667 Exercisable, March 31, 2022 333,333 $ 0.30 0.65 $ 6,667 The above warrants contain a down round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the twelve months ended December 31, 2021, the Company issued shares of common stock for $0.36 therefore, the exercise price of these warrants was adjusted from $1.50 to $0.36. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $52,861. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements during the year ended December 31, 2021. The above warrants also contains a down round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the three months ended March 31, 2022, the Company issued shares of common stock for $0.30 therefore, the exercise price of these warrants was adjusted from $0.36 to $0.30. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $9,950. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements during the three months ended March 31, 2022 The following table summarizes information about options outstanding and exercisable as of March 31, 2022 Outstanding and Exercisable Number of Warrants Exercise Price 333,333 $ 0.36 333,333 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
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 assets and operations of the Company’s newest subsidiary, Cali From Above are included with Optron in the table below. The following tables summarize the Company’s segment information for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Sales Optron $ 482,582 $ 554,890 Overhoff 1,655,025 1,198,086 Corporate - - $ 2,137,607 $ 1,752,976 Gross profit Optron $ 101,447 $ 124,673 Overhoff 1,275,205 349,834 Corporate - - $ 1,376,652 $ 474,507 Income (loss) from operations Optron $ (799,837 ) $ (684,097 ) Overhoff 264,763 (86,862 ) Corporate (1,757,739 ) (1,313,087 ) $ (1,876,684 ) $ (2,084,046 ) Interest Expenses Optron $ 10,076 $ 15,615 Overhoff - - Corporate 925 30,245 $ 11,001 $ 45,860 Net income (loss) Optron $ (799,837 ) $ (675,712 ) Overhoff 520,939 (122,862 ) Corporate (1,757,739 ) (2,739,529 ) $ (1,876,684 ) $ (3,538,103 ) As of December 31, 2021 2020 Total Assets Optron $ 1,027,669 $ 1,084,440 Overhoff 1,754,485 1,320,197 Corporate 69,032 50,271 $ 2,851,186 $ 2,454,908 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 The following tables summarize the Company’s segment information for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Sales Optron $ 56,994 $ 22,816 Overhoff 282,521 395,008 Corporate - - $ 339,515 $ 417,824 Gross profit Optron $ 44,082 $ 13,424 Overhoff 183,195 187,748 Corporate - - $ 227,277 $ 201,172 Income (loss) from operations Optron $ (218,838 ) $ (194,493 ) Overhoff (306,356 ) (22,655 ) Corporate (121,036 ) (441,831 ) $ (646,226 ) $ (658,979 ) Interest Expenses Optron $ 2,445 $ 2,823 Overhoff 972 - Corporate - - $ 3,417 $ 2,823 Net income (loss) Optron $ (215,283 ) $ (191,316 ) Overhoff (316,324 ) (28,655 ) Corporate (118,036 ) (443,590 ) $ (649,643 ) $ (663,561 ) As of As of Total Assets 2022 2021 Optron $ 1,056,154 $ 1,027,669 Overhoff 1,403,675 1,754,485 Corporate 29,040 69,032 $ 2, $ 2,851,186 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales
Geographical Sales | 3 Months Ended |
Mar. 31, 2022 | |
Geographical Sales [Abstract] | |
Geographical Sales | Note 12 - Geographical Sales The geographical distribution of the Company’s sales for the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020 is as follows: Three Years Ended 2022 2021 2020 Geographical sales North America $ 305,490 $ 1,522,412 $ 1,348,228 Asia 14,403 473,157 349,499 South America 15,501 4,932 - Other 4,121 137,106 55,249 $ 339,515 $ 2,137,607 $ 1,752,976 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes At December 31, 2021 and 2020, the significant components of the deferred tax assets are summarized below: 2021 2020 Approximate net operating loss carry forwards $ 10,605,000 $ 8,724,000 Deferred tax assets: Federal net operating loss $ 2,226,947 $ 1,832,139 State net operating loss 723,270 591,976 Tax credit 49,740 49,740 Goodwill (148,373 ) (148,373 ) Total deferred tax assets 2,226,947 2,325,482 Less valuation allowance (2,226,947 ) (2,325,482 ) $ - $ - The valuation allowance increased by $526,103 and $590,433 in 2021 and 2020 due to the Company generating additional net operating losses. The Company’s remaining tax credit carryforwards of $49,740 begin to expire in 2027 and its net operating loss carryforward of approximately $10,605,000 begin to expire in 2028. Income tax expense reflected in the consolidated statements of income consist of the following for 2021 and 2020: 2021 2020 Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Income tax expense $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2021 and 2020 is as follows: 2021 2020 Federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 6.0 % 6.0 % Net operating losses -16.7 % -16.7 % Permanent differences -10.6 % -10.6 % Amortization of goodwill 0.3 % 0.3 % Effective income tax rate 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2015. The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. There were no interest or penalties accrued as of December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – 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, 2022 and the years ended December 31, 2021 and 2020 were $42,000, $168,000, and $168,000, respectively. As of March 31, 2022, December 31, 2021, and 2020, payable to Gold Team Inc. in connection with the above leases amount to $210,000, $126,000, and $0, respectively. ( See Note 9 During the year ended, December 31, 2021, the company issued 242,823 shares of common stock to Richard Landry in connection with the consulting services agreement entered by and between US Nuclear Corp and Richard Landry. As of December 31, 2021, the company has accrued accounting fees owed to Rachel Boulds, the Company’s previous Chief Financial Officer, in the amount of $2,500 for fourth quarter services performed. In addition, as of March 31, 2022, December 31, 2021 and 2020, the Company had accrued compensation payable to its majority shareholder of $475,000, $450,000, and $350,000, respectively. Also see Note 10 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 15 - Concentrations One customer accounted for 45.8% of the Company’s sales for the three months ended March 31, 2022 and one customer accounted for 61.4% of the Company’s sales for the three months ended March 31, 2021. No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2022 and 2021. Two customers accounted for more than 10% of the Company sales for the year ended December 31, 2021, 30.7% and 15.2%, respectively. and at December 31, 2021 two customers accounted for more than 10% of the accounts receivable balance, 23.9% and 15%, respectively. One customer accounted for 46.9% of the Company sales for the year ended December 31, 2020 and at December 31, 2020 one customer accounted for 75.2% of the accounts receivable balance. No vendors accounted for more than 10% of the Company’s purchases for the years ended December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – 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 December 31, 2021, the Company issued 75,000 shares of common stock for consulting services. On May 5, 2022, the Company issued a note payable to a third party in the principal sum of $750,000, in exchange for consideration of $675,000. The note will be receiving interest of 5% per year, with the maturity date being 12 months from the issue date. Any amounts that are unpaid principal will continue to have interest of no less than 16% as default rate. The note is convertible at a price of $0.20 per share, subject to adjustment as needed. In addition to this issuance, the company issued 625,000 shares of common stock and warrants to purchase up to an additional 1,500,000 shares of common stock, exercisable at $0.75 per share, with an exercise period of three years from the date of issuance. Subsequent to March 31, 2022, the Company issued 240,000 shares of common stock for investor relation services. Subsequent to March 31, 2022, the Company issued 120,805 shares of common stock for broker services. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cali From Above, LLC, and 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 the three months ended March 31, 2022 and the years ending December 31, 2021 and 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 the three months ended March 31, 2022 and the years ended December 31, 2021 and 2020 were $16,000, $16,000, 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 the three months ended March 31, 2022 and the years ended December 31, 2021 and 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: |
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. During the year ended December 31, 2020, the convertible note payable was fully converted into shares of common stock; therefore, there was no derivative liability at December 31, 2020. During the three months ended March 31, 2022 and the year ended December 31, 2021, there was no derivative liability. |
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, 2022 and the years ended December 31, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2022 and the years ended December 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 shareholders’ equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 January 2017, the FASB issued ASU 2017-04, Intangibles Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment Intangibles - Goodwill and Other 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 | |
Inventories [Abstract] | |
Schedule of inventories | 2022 2021 2020 Raw materials $ 723,444 $ 972,759 $ 924,313 Work in Progress 351,802 157,024 71,177 Finished goods 658,095 662,529 322,197 Total inventories $ 1,733,341 $ 1,792,312 $ 1,317,687 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | 2022 2021 2020 Furniture and fixtures $ 148,033 $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 50,091 Equipment 250,047 237,418 237,418 Computers and software 39,482 39,482 33,036 487,653 475,024 468,578 Less accumulated depreciation (478,964 ) (465,305 ) (462,734 ) Property and equipment, net $ 8,689 $ 9,719 $ 5,844 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments [Abstract] | |
Schedule of information regarding grapeheton | Current assets $ 55,801 Total assets 64.156 Current liabilities 3,017 Total liabilities - Total stockholders’ equity $ 61,140 Revenue $ - Operating expenses (57,689 ) Other expenses - Net loss $ 57,689 Current assets $ 110,472 Total assets 117,288 Current liabilities 11,052 Total liabilities 11,052 Total stockholders’ equity $ 106,236 Revenue $ 5,000 Operating expenses (59,811 ) Other expenses - Net loss $ 58,893 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities of notes payable | Years Ending December 31, 2021 $ 20,619 2022 - 2023 - 2024 - 2025 - Thereafter - $ 20,619 Years Ending December 31, 2021 $ 48,541 2022 - 2023 - 2024 - 2025 - Thereafter - $ 48,541 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease obligations | Classification on Balance Sheet 2021 2020 Assets Operating lease assets Operating lease right of use assets $ - $ 55,079 Total lease assets $ - $ 55,079 Liabilities Current liabilities Operating lease liability Current operating lease liability $ - $ 55,079 Noncurrent liabilities Operating lease liability Long-term operating lease liability - 55,079 Total lease liability $ - $ 55,079 |
Schedule of lease obligations | Years Ending December 31, 2021 Total payments $ - Amount representing interest - Lease obligation, net - Less lease obligation, current portion - Lease obligation, long-term portion - $ - |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of activity related to warrants | ● 75,000 shares of common stock to consultants for services rendered valued at $22,500. The fair value was determined based on the Company’s stock price on the grant date. Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2020 333,333 $ 0.40 1.50 $ - Granted - Forfeited - Exercised - Outstanding, December 31, 2021 333,333 $ 0.36 0.90 $ - Granted - Forfeited - Exercised - Outstanding, March 31, 2022 333,333 $ 0.30 0.65 $ 6,667 Exercisable, March 31, 2022 333,333 $ 0.30 0.65 $ 6,667 |
Schedule of information about options outstanding and exercisable | Outstanding and Exercisable Number of Warrants Exercise Price 333,333 $ 0.36 333,333 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of company's segment reporting information | Years Ended December 31, 2021 2020 Sales Optron $ 482,582 $ 554,890 Overhoff 1,655,025 1,198,086 Corporate - - $ 2,137,607 $ 1,752,976 Gross profit Optron $ 101,447 $ 124,673 Overhoff 1,275,205 349,834 Corporate - - $ 1,376,652 $ 474,507 Income (loss) from operations Optron $ (799,837 ) $ (684,097 ) Overhoff 264,763 (86,862 ) Corporate (1,757,739 ) (1,313,087 ) $ (1,876,684 ) $ (2,084,046 ) Interest Expenses Optron $ 10,076 $ 15,615 Overhoff - - Corporate 925 30,245 $ 11,001 $ 45,860 Net income (loss) Optron $ (799,837 ) $ (675,712 ) Overhoff 520,939 (122,862 ) Corporate (1,757,739 ) (2,739,529 ) $ (1,876,684 ) $ (3,538,103 ) As of December 31, 2021 2020 Total Assets Optron $ 1,027,669 $ 1,084,440 Overhoff 1,754,485 1,320,197 Corporate 69,032 50,271 $ 2,851,186 $ 2,454,908 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 Three Months Ended 2022 2021 Sales Optron $ 56,994 $ 22,816 Overhoff 282,521 395,008 Corporate - - $ 339,515 $ 417,824 Gross profit Optron $ 44,082 $ 13,424 Overhoff 183,195 187,748 Corporate - - $ 227,277 $ 201,172 Income (loss) from operations Optron $ (218,838 ) $ (194,493 ) Overhoff (306,356 ) (22,655 ) Corporate (121,036 ) (441,831 ) $ (646,226 ) $ (658,979 ) Interest Expenses Optron $ 2,445 $ 2,823 Overhoff 972 - Corporate - - $ 3,417 $ 2,823 Net income (loss) Optron $ (215,283 ) $ (191,316 ) Overhoff (316,324 ) (28,655 ) Corporate (118,036 ) (443,590 ) $ (649,643 ) $ (663,561 ) As of As of Total Assets 2022 2021 Optron $ 1,056,154 $ 1,027,669 Overhoff 1,403,675 1,754,485 Corporate 29,040 69,032 $ 2, $ 2,851,186 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales (Tables)
Geographical Sales (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Geographical Sales [Abstract] | |
Schedule of geographical distribution of company's sales | Three Years Ended 2022 2021 2020 Geographical sales North America $ 305,490 $ 1,522,412 $ 1,348,228 Asia 14,403 473,157 349,499 South America 15,501 4,932 - Other 4,121 137,106 55,249 $ 339,515 $ 2,137,607 $ 1,752,976 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | 2021 2020 Approximate net operating loss carry forwards $ 10,605,000 $ 8,724,000 Deferred tax assets: Federal net operating loss $ 2,226,947 $ 1,832,139 State net operating loss 723,270 591,976 Tax credit 49,740 49,740 Goodwill (148,373 ) (148,373 ) Total deferred tax assets 2,226,947 2,325,482 Less valuation allowance (2,226,947 ) (2,325,482 ) $ - $ - |
Schedule of consolidated statements of income | 2021 2020 Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Income tax expense $ - $ - |
Schedule of income tax rate to the federal statutory rate | 2021 2020 Federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 6.0 % 6.0 % Net operating losses -16.7 % -16.7 % Permanent differences -10.6 % -10.6 % Amortization of goodwill 0.3 % 0.3 % Effective income tax rate 0.0 % 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Net loss | $ 649,643 | $ 1,876,684 |
Accumulated deficit | $ 13,719,791 | $ (13,070,148) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 16,000 | $ 16,000 | $ 5,000 |
Investments percentage | 20% | ||
Equity method percentage | 50% | ||
Sales returns and allowances | $ 0 | $ 0 | $ 0 |
Tax benefit, percentage | 50% | ||
Warrants outstanding (in Shares) | 333,333 | 333,333 | 333,333 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment | 3 Months Ended |
Mar. 31, 2022 | |
Furniture and fixtures [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property and equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Leasehold Improvement [Member] | |
Summary of Significant Accounting Policies (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] | |
Summary of Significant Accounting Policies (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] | |
Summary of Significant Accounting Policies (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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | |||
Raw materials | $ 723,444 | $ 972,759 | $ 924,313 |
Work in Progress | 351,802 | 157,024 | 71,177 |
Finished goods | 658,095 | 662,529 | 322,197 |
Total inventories | $ 1,733,341 | $ 1,792,312 | $ 1,317,687 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,030 | $ 2,571 | $ 2,004 |
Depreciated property plant and equipment | $ 440,628 | $ 440,628 | $ 440,628 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 487,653 | $ 475,024 | $ 468,578 |
Less accumulated depreciation | (478,964) | (465,305) | (462,734) |
Property and equipment, net | 8,689 | 9,719 | 5,844 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 148,033 | 148,033 | 148,033 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 50,091 | 50,091 | 50,091 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 250,047 | 237,418 | 237,418 |
Computers and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 39,482 | $ 39,482 | $ 33,036 |
Investments (Details)
Investments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 03, 2018 | Apr. 30, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investments (Details) [Line Items] | |||||||
Ownership interest | 10% | ||||||
Ownership interest in MIFTEC | 50% | ||||||
Investment amount | $ 500,000 | ||||||
MIFTEC (in Shares) | 500,000 | ||||||
Carrying value of investment | $ 1,000 | $ 1,000 | $ 1,000 | ||||
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. | ||||||
Ownership interest in MIFTEC | 0.56% | ||||||
Exchange for common stock, shares (in Shares) | 1,100 | ||||||
Out payment | $ 192,500 | ||||||
Ownership, percentage | 35.80% | ||||||
Equity investment | 835,462 | ||||||
Investment Owned, at Cost | 10,059 | ||||||
MIFTEC [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Ownership interest in MIFTEC | 10% | ||||||
Investment amount | $ 500,000 | ||||||
MIFTEC (in Shares) | 300,000 | ||||||
Common stock value | $ 594,000 | ||||||
Interest rate | 10% | ||||||
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 | |||||
MIFTEC [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Investment for impairment | $ 499,000 | ||||||
Carrying value of investment | $ 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 $2,700,000, if completed with 24 months of the agreement date. If the options expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. | ||||||
Grapheton, Inc [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Exchange for common stock, shares (in Shares) | 1,121,071 | ||||||
Common stock value (in Shares) | 633,405 |
Investments (Details) - Schedul
Investments (Details) - Schedule of information regarding grapeheton - Grapheton, Inc [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Investments (Details) - Schedule of information regarding grapeheton [Line Items] | ||
Current assets | $ 55,801 | $ 110,472 |
Total assets | 64.156 | 117,288 |
Current liabilities | 3,017 | 11,052 |
Total liabilities | 11,052 | |
Total stockholders’ equity | 61,140 | 106,236 |
Revenue | 5,000 | |
Operating expenses | (57,689) | (59,811) |
Other expenses | ||
Net loss | $ 57,689 | $ 58,893 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 26, 2020 | Jun. 30, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||||||
Interest rate | 5% | |||||
Principal and interest payments | $ 4,518 | |||||
Outstanding notes payable | $ 20,619 | $ 48,541 | $ 9,818 | |||
Loan amount | $ 107,587 | |||||
Notes Payable, description | The loan has terms of 24 months and accrues interest at 1% per annum. | |||||
Total of additional loans | $ 221,431 | |||||
Debt instrument face amount | $ 329,018 | |||||
Owed amount | $ 43,269 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of future maturities of notes payable - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of future maturities of notes payable [Abstract] | ||
2021 | $ 20,619 | $ 48,541 |
2022 | ||
2023 | ||
2024 | ||
2025 | ||
Thereafter | ||
Total | $ 20,619 | $ 48,541 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note Payable to Shareholder (Details) [Line Items] | |||
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, 2022. | ||
Shareholder paid expenses | $ 0 | $ 87,410 | $ 40,000 |
Majority shareholder loaned an additional | 179,000 | 45,000 | 520,600 |
Repayments for note payable to shareholder | 616,801 | ||
Mr. Goldstein [Member] | |||
Note Payable to Shareholder (Details) [Line Items] | |||
Amounts due | $ 755,260 | $ 576,260 | $ 443,850 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit (Details) [Line Items] | |||
Line of credit outstanding | $ 305,427 | $ 285,474 | $ 209,143 |
Line of Credit [Member] | |||
Line of Credit (Details) [Line Items] | |||
Line of credit maximum borrowing amount | $ 400,000 | ||
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 | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases (Textual) | |||
Lease term, description | 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. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending December 31, 2022 is $98,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases. | ||
Lease expense | $ 42,000 | $ 168,000 | $ 168,000 |
Operating leases payment | $ 0 | 42,000 | $ 168,000 |
Accounts payable- related party | $ 126,000 | ||
Weighted average remaining lease terms | 3 months 18 days | ||
Weighted average discount rate | 8% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease related assets and liabilities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Operating lease assets | $ 55,079 | ||
Total lease assets | 55,079 | ||
Current liabilities | |||
Operating lease liability | 55,079 | ||
Noncurrent liabilities | |||
Operating lease liability | 55,079 | ||
Total lease liability | $ 55,079 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease obligations | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of lease obligations [Abstract] | |
Total payments | |
Amount representing interest | |
Lease obligation, net | |
Less lease obligation, current portion | |
Lease obligation, long-term portion | |
Total |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders’ Equity (Details) [Line Items] | |||
Prepaid expense | $ 40,026 | ||
Shares of common stock issued (in Shares) | 250,000 | ||
Cash proceeds | $ 100,000 | ||
Shares issued for convertible notes (in Shares) | 3,192,466 | ||
Convertible notes | $ 500,000 | ||
Accrued interest | $ 32,812 | ||
Common stock per share (in Dollars per share) | $ 0.3 | $ 0.36 | |
Warrants exercise price Increase (in Dollars per share) | 0.36 | 1.5 | |
Warrant exercise price decrease (in Dollars per share) | $ 0.3 | $ 0.36 | |
Exercise price | $ 9,950 | $ 52,861 | |
Common stock, description | ●75,000 shares of common stock to consultants for services rendered valued at $22,500. The fair value was determined based on the Company’s stock price on the grant date. | ||
Grapheton [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Shares of common stock issued (in Shares) | 1,121,071 | 858,896 | |
Investment value | $ 633,405 | $ 601,227 | |
Consultants [Member] | |||
Shareholders’ Equity (Details) [Line Items] | |||
Common stock issued for services, shares (in Shares) | 1,252,300 | 1,606,111 | |
Common stock issued for services | $ 737,388 | $ 1,005,656 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of activity related to warrants - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of activity related to warrants [Abstract] | ||
Warrants Outstanding, at beginning | 333,333 | 333,333 |
Weighted Average Exercise Price, at beginning (in Dollars per share) | $ 0.36 | $ 0.4 |
Weighted Average Remaining Contractual Life, at beginning | 1 year 6 months | |
Aggregate Intrinsic Value, at beginning (in Dollars) | ||
Warrants Outstanding, Granted | ||
Warrants Outstanding, Forfeited | ||
Warrants Outstanding, Exercised | ||
Warrants Outstanding, at ending | 333,333 | 333,333 |
Weighted Average Exercise Price, at ending (in Dollars per share) | $ 0.3 | $ 0.36 |
Weighted Average Remaining Contractual Life, at ending | 7 months 24 days | 10 months 24 days |
Aggregate Intrinsic Value, at ending (in Dollars) | $ 6,667 | |
Warrants Outstanding, Exercisable | 333,333 | |
Warrants Outstanding, Exercisable (in Dollars per share) | $ 0.3 | |
Weighted Average Remaining Contractual Life, Exercisable | 7 months 24 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 6,667 |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of information about options outstanding and exercisable - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants | 333,333 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.36 |
Number of Warrants | 333,333 |
Segment Reporting (Details)
Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2022 | |
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 | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales | ||||
Sales | $ 339,515 | $ 417,824 | $ 2,137,607 | $ 1,752,976 |
Gross profit | ||||
Gross profit | 227,277 | 201,172 | 1,376,652 | 474,507 |
Income (loss) from operations | ||||
Income (loss) from operations | (646,226) | (658,979) | (1,876,684) | (2,084,046) |
Interest Expenses | ||||
Interest Expenses | 3,417 | 2,823 | 11,001 | 45,860 |
Net income (loss) | ||||
Net income (loss) | (649,643) | (663,561) | (1,876,684) | (3,538,103) |
Total Assets | ||||
Total Assets | 2 | 2,851,186 | 2,454,908 | |
Goodwill | ||||
Goodwill | 570,176 | 570,176 | 570,176 | |
Operating Segments [Member] | Optron [Member] | ||||
Gross profit | ||||
Gross profit | 44,082 | 13,424 | ||
Income (loss) from operations | ||||
Income (loss) from operations | (218,838) | (194,493) | ||
Interest Expenses | ||||
Interest Expenses | 2,445 | 2,823 | ||
Net income (loss) | ||||
Net income (loss) | (215,283) | (191,316) | ||
Total Assets | ||||
Total Assets | 1,056,154 | 1,027,669 | ||
Goodwill | ||||
Goodwill | ||||
Operating Segments [Member] | Overhoff [Member] | ||||
Gross profit | ||||
Gross profit | 183,195 | 187,748 | ||
Income (loss) from operations | ||||
Income (loss) from operations | (306,356) | (22,655) | ||
Interest Expenses | ||||
Interest Expenses | 972 | |||
Net income (loss) | ||||
Net income (loss) | (316,324) | (28,655) | ||
Total Assets | ||||
Total Assets | 1,403,675 | 1,754,485 | ||
Goodwill | ||||
Goodwill | 570,176 | 570,176 | ||
Operating Segments [Member] | Corporate [Member] | ||||
Sales | ||||
Sales | ||||
Gross profit | ||||
Gross profit | ||||
Income (loss) from operations | ||||
Income (loss) from operations | (121,036) | (441,831) | ||
Interest Expenses | ||||
Interest Expenses | ||||
Net income (loss) | ||||
Net income (loss) | (118,036) | (443,590) | ||
Total Assets | ||||
Total Assets | 29,040 | 69,032 | ||
Goodwill | ||||
Goodwill | ||||
Operating Segments [Member] | Optron [Member] | ||||
Sales | ||||
Sales | 56,994 | 22,816 | 482,582 | 554,890 |
Gross profit | ||||
Gross profit | 101,447 | 124,673 | ||
Income (loss) from operations | ||||
Income (loss) from operations | (799,837) | (684,097) | ||
Interest Expenses | ||||
Interest Expenses | 10,076 | 15,615 | ||
Net income (loss) | ||||
Net income (loss) | (799,837) | (675,712) | ||
Total Assets | ||||
Total Assets | 1,027,669 | 1,084,440 | ||
Goodwill | ||||
Goodwill | ||||
Operating Segments [Member] | Overhoff [Member] | ||||
Sales | ||||
Sales | $ 282,521 | $ 395,008 | 1,655,025 | 1,198,086 |
Gross profit | ||||
Gross profit | 1,275,205 | 349,834 | ||
Income (loss) from operations | ||||
Income (loss) from operations | 264,763 | (86,862) | ||
Interest Expenses | ||||
Interest Expenses | ||||
Net income (loss) | ||||
Net income (loss) | 520,939 | (122,862) | ||
Total Assets | ||||
Total Assets | 1,754,485 | 1,320,197 | ||
Goodwill | ||||
Goodwill | 570,176 | 570,176 | ||
Operating Segments [Member] | Corporate [Member] | ||||
Sales | ||||
Sales | ||||
Gross profit | ||||
Gross profit | ||||
Income (loss) from operations | ||||
Income (loss) from operations | (1,757,739) | (1,313,087) | ||
Interest Expenses | ||||
Interest Expenses | 925 | 30,245 | ||
Net income (loss) | ||||
Net income (loss) | (1,757,739) | (2,739,529) | ||
Total Assets | ||||
Total Assets | 69,032 | 50,271 | ||
Goodwill | ||||
Goodwill |
Geographical Sales (Details) -
Geographical Sales (Details) - Schedule of geographical distribution of company's sales - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | |||
Geographical sales | $ 339,515 | $ 2,137,607 | $ 1,752,976 |
North America [Member] | |||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | |||
Geographical sales | 305,490 | 1,522,412 | 1,348,228 |
Asia [Member] | |||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | |||
Geographical sales | 14,403 | 473,157 | 349,499 |
South America [Member] | |||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | |||
Geographical sales | 15,501 | 4,932 | |
Other [Member] | |||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | |||
Geographical sales | $ 4,121 | $ 137,106 | $ 55,249 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | |||
Valuation allowance | $ 526,103 | $ 590,433 | |
Expire year | 2028 | ||
Net operating loss carryforward | $ 10,605,000 | ||
Investment Tax Credit Carryforward [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward | $ 49,740 | ||
Expire year | 2027 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of deferred tax assets [Abstract] | ||
Approximate net operating loss carry forwards | $ 10,605,000 | $ 8,724,000 |
Deferred tax assets: | ||
Federal net operating loss | 2,226,947 | 1,832,139 |
State net operating loss | 723,270 | 591,976 |
Tax credit | 49,740 | 49,740 |
Goodwill | (148,373) | (148,373) |
Total deferred tax assets | 2,226,947 | 2,325,482 |
Less valuation allowance | (2,226,947) | (2,325,482) |
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of consolidated statements of income - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | ||
State | ||
Total | ||
Deferred | ||
Federal | ||
State | ||
Total | ||
Income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of income tax rate to the federal statutory rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of income tax rate to the federal statutory rate [Abstract] | ||
Federal income tax rate | 21% | 21% |
State tax, net of federal benefit | 6% | 6% |
Net operating losses | (16.70%) | (16.70%) |
Permanent differences | (10.60%) | (10.60%) |
Amortization of goodwill | 0.30% | 0.30% |
Effective income tax rate | 0% | 0% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||
Accounting fees | $ 2,500 | ||
Accrued compensation payable | $ 475,000 | $ 450,000 | $ 350,000 |
Richard Landry [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Shares issued (in Shares) | 242,823 | ||
Gold Team Inc. [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Rent expense | 42,000 | $ 168,000 | 168,000 |
Payable to related party | $ 210,000 | $ 126,000 | $ 0 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer 1 [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 45.80% | |||
Sales [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 10% | |||
Sales [Member] | Customer 1 [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 61.40% | 30.70% | 46.90% | |
Sales [Member] | Customer 2 [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 15.20% | |||
Purchase [Member] | Vendor [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration Risk, Description | No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2022 and 2021. | No vendors accounted for more than 10% of the Company’s purchases for the years ended December 31, 2021 and 2020. | ||
Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 10% | |||
Accounts Receivable [Member] | Customer 1 [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 23.90% | 75.20% | ||
Accounts Receivable [Member] | Customer 2 [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration percentage | 15% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | May 05, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares of common stock | 75,000 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Note payable description | the Company issued a note payable to a third party in the principal sum of $750,000, in exchange for consideration of $675,000. The note will be receiving interest of 5% per year, with the maturity date being 12 months from the issue date. Any amounts that are unpaid principal will continue to have interest of no less than 16% as default rate. The note is convertible at a price of $0.20 per share, subject to adjustment as needed. In addition to this issuance, the company issued 625,000 shares of common stock and warrants to purchase up to an additional 1,500,000 shares of common stock, exercisable at $0.75 per share, with an exercise period of three years from the date of issuance. | ||
Investor Relation Services [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock for services | 240,000 | ||
Broker Services [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock for services | 120,805 |