Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
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 | 30,164,020 | |
Amendment Flag | false | |
Entity Central Index Key | 0001543623 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-54617 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4535739 | |
Entity Address, Address Line One | 7051 Eton Avenue | |
Entity Address, City or Town | Canoga Park | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91303 | |
City Area Code | (818) | |
Local Phone Number | 883-7043 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 233,501 | $ 246,317 |
Accounts receivable, net | 173,517 | 163,577 |
Inventories | 1,794,099 | 1,792,312 |
Prepaid expenses and other current assets | 16,620 | 44,026 |
TOTAL CURRENT ASSETS | 2,217,737 | 2,246,232 |
Property and equipment, net | 6,785 | 9,719 |
Investments | 10,059 | 10,059 |
Acquisition deposit | 15,000 | 15,000 |
Goodwill | 570,176 | 570,176 |
TOTAL ASSETS | 2,819,757 | 2,851,186 |
CURRENT LIABILITIES | ||
Accounts payable | 128,195 | 91,859 |
Accounts payable - related party | 238,000 | 128,500 |
Accrued liabilities | 662,846 | 587,941 |
Accrued compensation - officers | 745,000 | 590,000 |
Customer deposit | 86,904 | 101,342 |
Notes payable | 15,491 | 48,541 |
Convertible debt, net of debt discount | 369,014 | |
Note payable to shareholder | 844,046 | 576,260 |
Line of credit | 310,527 | 285,474 |
TOTAL CURRENT LIABILITIES | 3,400,023 | 2,409,917 |
TOTAL LIABILITIES | 3,400,023 | 2,409,917 |
COMMITMENTS AND CONTINENCIES – SEE NOTE 10 | ||
SHAREHOLDERS’ EQUITY: | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 29,414,020 and 28,353,215 shares issued and outstanding | 3,016 | 2,836 |
Additional paid in capital | 14,168,261 | 13,508,581 |
Accumulated deficit | (14,751,543) | (13,070,148) |
TOTAL SHAREHOLDERS’ EQUITY | (580,266) | 441,269 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 2,819,757 | $ 2,851,186 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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 | 29,414,020 | 28,353,215 |
Common stock, shares outstanding | 29,414,020 | 28,353,215 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 617,434 | $ 683,771 | $ 1,539,517 | $ 1,454,153 |
Cost of sales | 405,471 | 357,426 | 837,523 | 770,780 |
Gross profit | 211,963 | 326,345 | 701,994 | 683,373 |
Operating expenses | ||||
Selling, general and administrative expenses | 695,381 | 747,290 | 2,103,637 | 2,228,295 |
Total operating expenses | 695,381 | 747,290 | 2,103,637 | 2,228,295 |
Loss from operations | (483,419) | (420,945) | (1,401,644) | (1,544,922) |
Other income (expense) | ||||
Interest expense | (31,710) | (3,016) | (37,650) | (9,872) |
Equity loss in investment | (20,422) | (835,462) | ||
Amortization of debt discount | (140,693) | (232,449) | ||
Total other income (expense) | (172,403) | (23,438) | (270,099) | (845,334) |
Loss before provision for income taxes | (655,822) | (444,383) | (1,671,743) | (2,390,256) |
Provision for income taxes | ||||
Net loss | (655,822) | (444,383) | (1,671,743) | (2,390,256) |
Deemed dividend for down-round provision in warrants | (9,652) | (52,861) | ||
Net loss attributed to common stockholders | $ (655,822) | $ (444,383) | $ (1,681,395) | $ (2,443,117) |
Weighted average shares outstanding - basic and diluted (in Shares) | 29,504,433 | 27,914,302 | 28,923,132 | 27,072,892 |
Loss per shares - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.06) | $ (0.09) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Weighted average shares outstanding - basic and diluted (in Shares) | 29,504,433 | 27,914,302 | 28,923,132 | 27,072,892 |
Loss per shares - basic and diluted (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.06) | $ (0.09) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | |||
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 | |||
Net loss | (2,390,256) | |||
Balance at Sep. 30, 2021 | $ 2,804 | 13,388,963 | (13,583,720) | (191,953) |
Balance (in Shares) at Sep. 30, 2021 | 28,038,215 | |||
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 | |||
Issuance of common stock for cash | $ 25 | 99,975 | 100,000 | |
Issuance of common stock for cash (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 down-round provision in warrants | 52,861 | (52,861) | ||
Issuance of common stock for services | $ 20 | 166,630 | 166,650 | |
Issuance of common stock for services (in Shares) | 200,000 | |||
Net loss | (1,282,312) | (1,282,312) | ||
Balance at Jun. 30, 2021 | $ 2,789 | 13,316,728 | (13,139,337) | 180,180 |
Balance (in Shares) at Jun. 30, 2021 | 27,888,215 | |||
Issuance of common stock for services | $ 15 | 72,235 | 72,250 | |
Issuance of common stock for services (in Shares) | 150,000 | |||
Net loss | (444,383) | (444,383) | ||
Balance at Sep. 30, 2021 | $ 2,804 | 13,388,963 | (13,583,720) | (191,953) |
Balance (in Shares) at Sep. 30, 2021 | 28,038,215 | |||
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 | |||
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 | |||
Net loss | (1,671,743) | |||
Balance at Sep. 30, 2022 | $ 3,016 | 14,168,261 | (14,751,543) | (580,266) |
Balance (in Shares) at Sep. 30, 2022 | 30,164,020 | |||
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 | |||
Issuance of common stock for loan incentive | $ 62 | 99,957 | 100,019 | |
Issuance of common stock for loan incentive (in Shares) | 625,000 | |||
Convertible note, net of debt discounts | 311,519 | 311,519 | ||
Deemed dividend for down-round provision in warrants | 9,652 | (9,652) | ||
Issuance of common stock for services | $ 36 | 57,709 | 57,745 | |
Issuance of common stock for services (in Shares) | 360,805 | |||
Net loss | (366,278) | (366,278) | ||
Balance at Jun. 30, 2022 | $ 2,941 | 14,009,911 | (14,095,721) | (82,869) |
Balance (in Shares) at Jun. 30, 2022 | 29,414,020 | |||
Issuance of common stock for services | $ 35 | 78,390 | 78,425 | |
Issuance of common stock for services (in Shares) | 350,000 | |||
Common stock issued for debt and interest | $ 40,000,000 | 79,960,000,000 | 80,000,000,000 | |
Common stock issued for debt and interest (in Shares) | 400,000 | |||
Net loss | (655,822) | (655,822) | ||
Balance at Sep. 30, 2022 | $ 3,016 | $ 14,168,261 | $ (14,751,543) | $ (580,266) |
Balance (in Shares) at Sep. 30, 2022 | 30,164,020 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,671,743) | $ (2,390,256) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15,920 | 2,246 |
Stock-based compensation | 198,696 | 617,738 |
Debt discount amortization | 232,449 | |
Expenses paid directly by majority shareholder | 45,810 | |
Financing costs | 3,500 | |
Operating lease expense | 55,079 | |
Equity loss in investment | 835,462 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,940) | (127,949) |
Inventories | (1,787) | (41,920) |
Prepaid | (12,620) | |
Accounts payable | 145,836 | 167,190 |
Accrued liabilities | 74,905 | 249,361 |
Accrued compensation - officers | 155,000 | 120,000 |
Customer deposits | (14,438) | (61,093) |
Operating lease liability | (55,079) | |
Net cash used in operating activities | (884,222) | (583,411) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (12,986) | (6,446) |
Payment of acquisition deposit | (15,000) | |
Net cash used in investing activities | (12,986) | (21,446) |
FINANCING ACTIVITIES | ||
Net borrowings (repayments) under lines of credit | 35,272 | 105,746 |
Proceeds from the sale of common stock | 100,000 | |
Proceeds from issuance of note payable shareholder | 274,000 | 221,431 |
Repayment of note payable shareholder | (6,214) | 50,300 |
Proceeds from issuance of notes payable | 611,000 | |
Repayments of notes payable | (29,666) | |
Contributed capital | ||
Stock issued for debt issuance | ||
Net cash provided by financing activities | 884,392 | 477,477 |
NET INCREASE (DECREASE) IN CASH | (12,816) | (127,380) |
CASH | ||
Beginning of period | 246,317 | 227,304 |
End of period | 233,501 | 99,924 |
Supplemental disclosures of cash flow information | ||
Taxes paid | ||
Interest paid | 14,482 | $ 9,872 |
Non-cash disclosure: | ||
Common stock issued for debt and interest | 80,000 | |
Original issue debt discount | $ 550,538 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
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 | 9 Months Ended |
Sep. 30, 2022 | |
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 is 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, 2021 and notes thereto included in the Company’s annual report on Form 10-K filed on April 15, 2022. 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 $1,671,743 for the nine months ended September 30, 2022 and had an accumulated deficit of $14,751,543 as of September 30, 2022, 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 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 September 30, 2022 and December 31, 2021. 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 September 30, 2022 and December 31, 2021 were $5,000 and $16,000, 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December 31, 2021, there are no derivative liabilities associated with our convertible notes payable. 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 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 nine months ended September 30, 2022 and 2021. The Company provides a one-year warranty on all sales. Warranty expense for the nine months ended September 30, 2022 and 2021 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 12 and 13 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Inventories | Note 3 – Inventories Inventories at September 30, 2022 and December 31, 2021 consisted of the following: September 30, December 31, 2022 2021 Raw materials $ 896,734 $ 972,759 Work in Progress 209,403 157,024 Finished goods 687,962 662,529 Total inventories $ 1,794,099 $ 1,792,312 At September 30, 2022 and December 31, 2021, the inventory reserve was $0. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment The following are the details of the property and equipment at September 30, 2022 and December 31, 2021: September 30, December 31, 2022 2021 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 52,468 39,482 488,010 475,024 Less accumulated depreciation (481,225 ) (465,305 ) Property and equipment, net $ 6,785 $ 9,719 Depreciation expense for the nine months ended September 30, 2022 and 2021 was $15,920 and $2,246 respectively. At September 30, 2022, the Company has $440,628 of fully depreciated property and equipment that is still in use. |
Investments
Investments | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021 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 expire, 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 September 30, 2022 and December 31, 2021 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. 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 nine months ended September 30, 2022 is below: Current assets $ 6,004 Total assets 14,300 Current liabilities 3,017 Total liabilities 3,017 Total stockholders’ deficiency $ (14,013 ) Revenue $ - Operating expenses 131,981 Other expenses 800 Net loss $ 132,781 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable [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 September 30, 2022 and December 31, 2021, the amount outstanding under this note payable was $5,272 and $48,541, respectively. The Company repaid $0 during the nine months ended September 30, 2022. 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. 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. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of September 30, 2022, the balance owed by the Company was $10,219. On May 5, 2022, the Company received a loan in connection with the issuance stock warrants in the amount of $750,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the incentive shares issued as discussed at Note 10, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $550,538. The total debt discount amortization recorded for the nine months ended September 30, 2022 was $232,449. Future maturities of all notes payable, net of any debt discounts as of September 30, 2022, are as follows: Years ended December 31, 2022 $ 374,286 2023 - 2024 - 2025 - 2026 - Thereafter - $ 374,286 |
Note Payable to Shareholder
Note Payable to Shareholder | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2022, the Company’s majority shareholder paid expenses on behalf of the Company of $65,159 and loaned an additional $274,000 to the Company. The amounts due to Mr. Goldstein are $844,046 and $576,260 as of September 30, 2022 and December 31, 2021, respectively. |
Line of Credit
Line of Credit | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit [Abstract] | |
Line of Credit | Note 8 – Line of Credit As of September 30, 2022, the Company had five lines of credit with a maximum borrowing amount of $350,000 with interest ranging from 5.5% to 11.5% and are unsecured. As of September 30, 2022 and December 31, 2021, the amounts outstanding under these lines of credit were $310,527 and $285,474, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 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 lease expense for the three months ended September 30, 2022 and 2021 was $42,000 and $42,000, respectively. The cash paid under operating leases during the three months ended September 30, 2022 and 2021 was $0 and $0, respectively. At September 30, 2022, the weighted average remaining lease terms were 0.3 years and the weighted average discount rate was 8%. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | Note 11 – Shareholders’ Equity Common Stock During the nine months ended September 30, 2022, the Company issued: ● 625,000 shares of common stock valued at $100,019 in relation to the debt that was obtained; ● 400,000 shares of common stock valued at $80,000 in satisfaction of convertible debt and interest; ● 785,805 shares of common stock to consultants for services rendered valued at $158,670. The fair value was determined based on the Company’s stock price on the grant date; and During the nine months ended September 30, 2021, the Company issued: ● 942,300 shares of common stock to consultants for services rendered valued at $617,738. The fair value was determined based on the Company’s stock price on the grant date; ● 250,000 shares of common stock for cash; and ● 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. 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, 2021 333,333 $ 0.36 0.90 $ - Granted 1,500,000 0.75 2.60 Forfeited - Exercised - Outstanding, September 30, 2022 1,833,333 $ 0.24 1.38 $ - Exercisable, September 30, 2022 1,833,333 $ 0.13 0.14 $ - In May 2022, the Company issued new warrants to purchase up to 1,500,000 shares of common stock in conjunction with the loan described in Note 3. The exercise price of the warrants is $0.75 per share and they are exercisable through May 5, 2025. 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 nine months ended September 30, 2022, the Company issued shares of common stock for $0.15 therefore, the exercise price on 333,333 of these warrants was adjusted from $0.36 and $0.75 to $0.15. The change in fair value between the value of the warrants using a new exercise price versus the old exercise price was calculated to be $66,987. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements. During the nine months ended September 30, 2022, the Company has recorded $9,652 in deemed dividends. The following table summarizes information about warrants outstanding and exercisable as of September 30, 2022: Outstanding and Exercisable Number of Exercise Warrants Price 333,333 $ 0.15 1,500,000 0.75 1,833,333 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12 – 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 three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sales Optron $ 96,883 $ 192,038 $ 176,096 $ 303,863 Overhoff 505,918 491,733 1,348,788 1,150,290 Corporate 14,633 - 14,633 - $ 617,434 $ 683,771 $ 1,539,517 $ 1,454,153 Gross profit Optron $ 99,609 $ 133,362 $ 143,818 $ 201,744 Overhoff 104,169 192,983 549,991 481,629 Corporate 8,185 - 8,185 - $ 211,963 $ 326,345 $ 701,994 $ 683,373 Loss from operations Optron $ (181,632 ) $ (150,007 ) $ (753,482 ) $ (512,415 ) Overhoff (147,632 ) (61,661 ) (269,926 ) (133,543 ) Corporate (154,155 ) (209,277 ) (378,236 ) (898,964 ) $ (483,419 ) $ (420,945 ) $ (1,401,644 ) $ (1,544,922 ) Interest Expenses Optron $ 10,626 $ 2,022 $ 14,482 $ 7,234 Overhoff 2,533 944 4,617 2,638 Corporate 18,551 - 18,551 - $ 31,710 $ 3,016 $ 37,650 $ 9,872 Net loss Optron $ (304,277 ) $ (140,029 ) $ (767,964 ) $ (501,649 ) Overhoff (138,165 ) (83,655 ) (274,543 ) (163,181 ) Corporate (213,380 ) (220,699 ) (629,236 ) (1,725,426 ) $ (655,822 ) $ (444,383 ) $ (1,671,743 ) $ (2,390,256 ) As of September 30, 2022 As of December 31, 2021 Total Assets Optron $ 1,508,028 $ 1,027,669 Overhoff 1,272,135 1,754,485 Corporate 39,594 69,032 $ 2,819,757 $ 2,851,186 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales
Geographical Sales | 9 Months Ended |
Sep. 30, 2022 | |
Geographical Sales [Abstract] | |
Geographical Sales | Note 13 - Geographical Sales The geographical distribution of the Company’s sales for the three and nine months ended September 30, 2022 and 2021 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Geographical sales North America $ 446,810 $ 517,230 $ 1,032,051 $ 1,081,017 Asia 115,340 39,040 311,125 205,867 Other 55,284 127,501 196,341 167,269 $ 617,434 $ 683,771 $ 1,539,517 $ 1,454,153 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2022 and 2021 was $126,000 and $126,000, respectively. As of September 30, 2022 and December 31, 2021, amounts payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively (See Note 9). The lease expired on April 30, 2021 and is currently on a month-to-month basis. In addition, as of September 30, 2022 and December 31, 2021, the Company had accrued compensation payable to its majority shareholder of $745,000 and $450,000, respectively. Also see Note 7. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Concentrations [Abstract] | |
Concentrations | Note 15 – Concentrations Two customers accounted for 35% and 25% of the Company’s sales for the nine months ended September 30, 2022 and one customer accounted for 55% of the Company’s sales for the nine months ended September 30, 2021. No vendors accounted for more than 10% of the Company’s purchases for the nine months ended September 30, 2022 and 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 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: On October 10, 2022, the Company entered into a Securities Purchase Agreement with a third party whereby the Company received $337,500 under a convertible promissory note with a face value of $375,000 and original issue discount of $37,500. The Note is for a period of twelve months and accrues interest at 5% per annum. In addition, and in connection with the promissory note, the Company issued 1,000,000 warrants to purchase common stock of the Company at an exercise price of $0.475, subject to anti-dilution and other adjustments. The warrants will expire three years from the date of the Note. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 is 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, 2021 and notes thereto included in the Company’s annual report on Form 10-K filed on April 15, 2022. 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 $1,671,743 for the nine months ended September 30, 2022 and had an accumulated deficit of $14,751,543 as of September 30, 2022, 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 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 September 30, 2022 and December 31, 2021. |
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 September 30, 2022 and December 31, 2021 were $5,000 and $16,000, 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 September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December 31, 2021, there are no derivative liabilities associated with our convertible notes payable. |
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 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 nine months ended September 30, 2022 and 2021. The Company provides a one-year warranty on all sales. Warranty expense for the nine months ended September 30, 2022 and 2021 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 12 and 13 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) | 9 Months Ended |
Sep. 30, 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) | 9 Months Ended |
Sep. 30, 2022 | |
Inventories [Abstract] | |
Schedule of inventories | September 30, December 31, 2022 2021 Raw materials $ 896,734 $ 972,759 Work in Progress 209,403 157,024 Finished goods 687,962 662,529 Total inventories $ 1,794,099 $ 1,792,312 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, 2022 2021 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 52,468 39,482 488,010 475,024 Less accumulated depreciation (481,225 ) (465,305 ) Property and equipment, net $ 6,785 $ 9,719 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments [Abstract] | |
Schedule of information regarding grapheton | Current assets $ 6,004 Total assets 14,300 Current liabilities 3,017 Total liabilities 3,017 Total stockholders’ deficiency $ (14,013 ) Revenue $ - Operating expenses 131,981 Other expenses 800 Net loss $ 132,781 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Notes Payable Table [Abstract] | |
Schedule of future maturities of notes payable | Years ended December 31, 2022 $ 374,286 2023 - 2024 - 2025 - 2026 - Thereafter - $ 374,286 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Shareholders’ Equity [Abstract] | |
Schedule of activity related to warrants | Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2021 333,333 $ 0.36 0.90 $ - Granted 1,500,000 0.75 2.60 Forfeited - Exercised - Outstanding, September 30, 2022 1,833,333 $ 0.24 1.38 $ - Exercisable, September 30, 2022 1,833,333 $ 0.13 0.14 $ - |
Schedule of information about warrants outstanding and exercisable | Outstanding and Exercisable Number of Exercise Warrants Price 333,333 $ 0.15 1,500,000 0.75 1,833,333 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of company’s segment information | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Sales Optron $ 96,883 $ 192,038 $ 176,096 $ 303,863 Overhoff 505,918 491,733 1,348,788 1,150,290 Corporate 14,633 - 14,633 - $ 617,434 $ 683,771 $ 1,539,517 $ 1,454,153 Gross profit Optron $ 99,609 $ 133,362 $ 143,818 $ 201,744 Overhoff 104,169 192,983 549,991 481,629 Corporate 8,185 - 8,185 - $ 211,963 $ 326,345 $ 701,994 $ 683,373 Loss from operations Optron $ (181,632 ) $ (150,007 ) $ (753,482 ) $ (512,415 ) Overhoff (147,632 ) (61,661 ) (269,926 ) (133,543 ) Corporate (154,155 ) (209,277 ) (378,236 ) (898,964 ) $ (483,419 ) $ (420,945 ) $ (1,401,644 ) $ (1,544,922 ) Interest Expenses Optron $ 10,626 $ 2,022 $ 14,482 $ 7,234 Overhoff 2,533 944 4,617 2,638 Corporate 18,551 - 18,551 - $ 31,710 $ 3,016 $ 37,650 $ 9,872 Net loss Optron $ (304,277 ) $ (140,029 ) $ (767,964 ) $ (501,649 ) Overhoff (138,165 ) (83,655 ) (274,543 ) (163,181 ) Corporate (213,380 ) (220,699 ) (629,236 ) (1,725,426 ) $ (655,822 ) $ (444,383 ) $ (1,671,743 ) $ (2,390,256 ) As of September 30, 2022 As of December 31, 2021 Total Assets Optron $ 1,508,028 $ 1,027,669 Overhoff 1,272,135 1,754,485 Corporate 39,594 69,032 $ 2,819,757 $ 2,851,186 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales (Tables)
Geographical Sales (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Geographical Sales [Abstract] | |
Schedule of geographical distribution of company's sales | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Geographical sales North America $ 446,810 $ 517,230 $ 1,032,051 $ 1,081,017 Asia 115,340 39,040 311,125 205,867 Other 55,284 127,501 196,341 167,269 $ 617,434 $ 683,771 $ 1,539,517 $ 1,454,153 |
Basis Presentation (Details)
Basis Presentation (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Basis Presentation (Details) [Line Items] | |||
Net loss | $ 1,671,743 | ||
Accumulated deficit | 14,751,543 | ||
Allowance for doubtful accounts | $ 5,000 | $ 16,000 | |
Investments percentage | 20% | ||
Sales returns and allowances | $ 0 | $ 9 | |
Tax benefit, percentage | 50% | ||
Warrants outstanding (in Shares) | 1,833,333 | 333,333 | |
Convertible debt | $ 6,423,672 | ||
Lease payable obligation | $ 356,508 | ||
Investments [Member] | |||
Basis Presentation (Details) [Line Items] | |||
Equity method percentage | 50% |
Basis Presentation (Details) -
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment | 9 Months Ended |
Sep. 30, 2022 | |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of inventories [Abstract] | ||
Raw materials | $ 896,734 | $ 972,759 |
Work in Progress | 209,403 | 157,024 |
Finished goods | 687,962 | 662,529 |
Total inventories | $ 1,794,099 | $ 1,792,312 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 15,920 | $ 2,246 |
Depreciated property and equipment | $ 440,628 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 488,010 | $ 475,024 |
Less accumulated depreciation | (481,225) | (465,305) |
Property and equipment, net | 6,785 | 9,719 |
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 | $ 52,468 | $ 39,482 |
Investments (Details)
Investments (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 03, 2018 | Apr. 30, 2019 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investments (Details) [Line Items] | |||||||
Ownership interest | 10% | ||||||
Investment amount | $ 500,000 | ||||||
Shares of common stock (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. | ||||||
Ownership interest in MIFTEC | 0.56% | ||||||
Exchange for common stock, shares (in Shares) | 1,100 | ||||||
Out payment | $ 192,500 | ||||||
Ownership, percentage | 35.80% | ||||||
MIFTEC [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Investment amount | $ 500,000 | ||||||
Shares of common stock (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] | Ownership Interest [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Ownership interest in MIFTEC | 10% | ||||||
MIFTI [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Investment for impairment | $ 499,000 | ||||||
Carrying value of investment | $ 1,000 | $ 1,000 | |||||
Investment, description | 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 $2,700,000, if completed with 24 months of the agreement date. If the options expire, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. | ||||||
Grapheton, Inc [Member] | |||||||
Investments (Details) [Line Items] | |||||||
Exchange for common stock, shares (in Shares) | 1,121,071 | ||||||
Shares of common stock (in Shares) | 633,405 |
Investments (Details) - Schedul
Investments (Details) - Schedule of information regarding grapheton - Grapheton [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Investments (Details) - Schedule of information regarding grapheton [Line Items] | |
Current assets | $ 6,004 |
Total assets | 14,300 |
Current liabilities | 3,017 |
Total liabilities | 3,017 |
Total stockholders’ deficiency | (14,013) |
Revenue | |
Operating expenses | 131,981 |
Other expenses | 800 |
Net loss | $ 132,781 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
May 05, 2022 | Apr. 15, 2021 | Dec. 26, 2020 | Jun. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Debt Disclosure [Abstract] | |||||||
Interest rate | 5% | 5% | 1% | ||||
Principal and interest payments | $ 4,518 | ||||||
Outstanding notes payable | $ 5,272 | $ 48,541 | |||||
Repaid amount | 0 | ||||||
Loan amount | $ 107,587 | ||||||
Total of additional loans | $ 221,431 | ||||||
Accrues interest rate | $ 10.89 | ||||||
Owed balance | $ 10,219 | ||||||
Issuance stock warrants | $ 750,000 | ||||||
Debt discounts | $ 550,538 | $ 232,449 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of future maturities of notes payable | Sep. 30, 2022 USD ($) |
Schedule of future maturities of notes payable [Abstract] | |
2022 | $ 374,286 |
2023 | |
2024 | |
2025 | |
2026 | |
Thereafter | |
Total | $ 374,286 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
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. | |
Majority shareholder loaned an additional | $ 65,159 | |
Repayments for note payable to shareholder | 274,000 | |
Mr. Goldstein [Member] | ||
Note Payable to Shareholder (Details) [Line Items] | ||
Amounts due | $ 844,046 | $ 576,260 |
Line of Credit (Details)
Line of Credit (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Line of Credit (Details) [Line Items] | ||
Line of credit | $ 310,527 | $ 285,474 |
Line of Credit [Member] | ||
Line of Credit (Details) [Line Items] | ||
Line of credit maximum borrowing amount | $ 350,000 | |
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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Leases (Details) [Line Items] | |||
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 | $ 42,000 | |
Operating leases payment | $ 0 | $ 0 | |
Weighted average remaining lease terms | 3 months 18 days | 3 months 18 days | |
Weighted average discount rate | 8% | 8% |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 31, 2022 | Sep. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Shareholders’ Equity (Details) [Line Items] | ||||
Common stock, shares issued | 29,414,020 | 28,353,215 | ||
Purchased shares | 1,500,000 | |||
Warrant exercise price | $ 0.75 | |||
Exercisable date | May 05, 2025 | |||
Issued shares of common stock description | During the nine months ended September 30, 2022, the Company issued shares of common stock for $0.15 therefore, the exercise price on 333,333 of these warrants was adjusted from $0.36 and $0.75 to $0.15. | |||
Exercise price | $ 66,987 | |||
Deemed dividends | $ 9,652 | |||
Common Stock [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Shares of common stock | 625,000 | |||
Issued debt | $ 100,019 | |||
Consultants [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Shares of common stock | 942,300 | |||
Issued debt | $ 617,738 | |||
Common stock issued for services, shares | 400,000 | |||
Common stock issued for services | $ 80,000 | |||
Convertible Notes [Member] | ||||
Shareholders’ Equity (Details) [Line Items] | ||||
Shares of common stock | 250,000 | |||
Common stock, shares issued | 1,121,071 | |||
Investment | $ 633,405 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of activity related to warrants - Warrant [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
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 | $ 0.36 |
Weighted Average Remaining Contractual Life, at Beginning | 10 months 24 days |
Aggregate Intrinsic Value, at Beginning (in Dollars) | $ | |
Warrants Outstanding, Granted | 1,500,000 |
Weighted Average Exercise Price ,Granted (in Dollars per share) | $ / shares | $ 0.75 |
Weighted Average Remaining Contractual Life, Granted | 2 years 7 months 6 days |
Warrants Outstanding, Forfeited | |
Warrants Outstanding, Exercised | |
Warrants Outstanding, at ending | 1,833,333 |
Weighted Average Exercise Price, at ending (in Dollars per share) | $ / shares | $ 0.24 |
Weighted Average Remaining Contractual Life, at ending | 1 year 4 months 17 days |
Aggregate Intrinsic Value, at ending (in Dollars) | $ | |
Warrants Outstanding, Exercisable | 1,833,333 |
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares | $ 0.13 |
Weighted Average Remaining Contractual Life, Exercisable | 1 month 20 days |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of information about warrants outstanding and exercisable | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants | 1,500,000 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.75 |
Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants | 333,333 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.15 |
Number of Warrants | 1,833,333 |
Segment Reporting (Details)
Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of company’s segment information - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Sales | |||||
Sales | $ 617,434 | $ 683,771 | $ 1,539,517 | $ 1,454,153 | |
Gross profit | |||||
Gross profit | 211,963 | 326,345 | 701,994 | 683,373 | |
Loss from operations | |||||
Loss from operations | (483,419) | (420,945) | (1,401,644) | (1,544,922) | |
Interest Expenses | |||||
Interest Expenses | 31,710 | 3,016 | 37,650 | 9,872 | |
Net loss | |||||
Net loss | (655,822) | (444,383) | (1,671,743) | (2,390,256) | |
Total Assets | |||||
Total Assets | 2,819,757 | 2,819,757 | $ 2,851,186 | ||
Goodwill | |||||
Goodwill | 570,176 | 570,176 | 570,176 | ||
Segments [Member] | Optron [Member] | |||||
Sales | |||||
Sales | 96,883 | 192,038 | 176,096 | 303,863 | |
Gross profit | |||||
Gross profit | 99,609 | 133,362 | 143,818 | 201,744 | |
Loss from operations | |||||
Loss from operations | (181,632) | (150,007) | (753,482) | (512,415) | |
Interest Expenses | |||||
Interest Expenses | 10,626 | 2,022 | 14,482 | 7,234 | |
Net loss | |||||
Net loss | (304,277) | (140,029) | (767,964) | (501,649) | |
Total Assets | |||||
Total Assets | 1,508,028 | 1,508,028 | 1,027,669 | ||
Goodwill | |||||
Goodwill | |||||
Segments [Member] | Overhoff [Member] | |||||
Sales | |||||
Sales | 505,918 | 491,733 | 1,348,788 | 1,150,290 | |
Gross profit | |||||
Gross profit | 104,169 | 192,983 | 549,991 | 481,629 | |
Loss from operations | |||||
Loss from operations | (147,632) | (61,661) | (269,926) | (133,543) | |
Interest Expenses | |||||
Interest Expenses | 2,533 | 944 | 4,617 | 2,638 | |
Net loss | |||||
Net loss | (138,165) | (83,655) | (274,543) | (163,181) | |
Total Assets | |||||
Total Assets | 1,272,135 | 1,272,135 | 1,754,485 | ||
Goodwill | |||||
Goodwill | 570,176 | 570,176 | 570,176 | ||
Segments [Member] | Corporate [Member] | |||||
Sales | |||||
Sales | 14,633 | 14,633 | |||
Gross profit | |||||
Gross profit | 8,185 | 8,185 | |||
Loss from operations | |||||
Loss from operations | (154,155) | (209,277) | (378,236) | (898,964) | |
Interest Expenses | |||||
Interest Expenses | 18,551 | 18,551 | |||
Net loss | |||||
Net loss | (213,380) | $ (220,699) | (629,236) | $ (1,725,426) | |
Total Assets | |||||
Total Assets | 39,594 | 39,594 | 69,032 | ||
Goodwill | |||||
Goodwill |
Geographical Sales (Details) -
Geographical Sales (Details) - Schedule of geographical distribution of company's sales - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | ||||
Geographical sales | $ 617,434 | $ 683,771 | $ 1,539,517 | $ 1,454,153 |
North America [Member] | ||||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | ||||
Geographical sales | 446,810 | 517,230 | 1,032,051 | 1,081,017 |
Asia [Member] | ||||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | ||||
Geographical sales | 115,340 | 39,040 | 311,125 | 205,867 |
Other [Member] | ||||
Geographical Sales (Details) - Schedule of geographical distribution of company's sales [Line Items] | ||||
Geographical sales | $ 55,284 | $ 127,501 | $ 196,341 | $ 167,269 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||
Accrued compensation payable | $ 745,000 | $ 450,000 | |
Gold Team Inc. [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Payable to related party | 0 | $ 0 | |
Gold Team Inc. [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Rent expense | $ 126,000 | $ 126,000 |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Concentrations (Details) [Line Items] | ||
Concentration percentage | 10% | 10% |
Customers One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration percentage | 35% | 55% |
Customers Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration percentage | 25% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 10, 2022 USD ($) $ / shares shares |
Subsequent Events (Details) [Line Items] | |
Company received third party amount | $ 337,500 |
Convertible promissory note | 375,000 |
Original issue discount | $ 37,500 |
Accrues interest | 5% |
Warrants issued (in Shares) | shares | 1,000,000 |
Exercise price (in Dollars per share) | $ / shares | $ 0.475 |
Warrants expire term | 3 years |