Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | WYTEC INTERNATIONAL, INC. |
Entity Central Index Key | 0001560143 |
Entity Tax Identification Number | 46-0720717 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 19206 Huebner Road |
Entity Address, Address Line Two | Suite 202 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78258 |
City Area Code | 210 |
Local Phone Number | 233-8980 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 270,074 | $ 595,732 |
Accounts receivable | 8,812 | 59,352 |
Inventory | 33,494 | 2,371 |
Prepaid expenses and other current assets | 0 | 1,581 |
Total current assets | 312,380 | 659,036 |
Property and equipment, net | 115,917 | 174,964 |
Operating lease, right-of-use assets | 24,061 | 117,169 |
Total assets | 452,358 | 951,169 |
Current liabilities: | ||
Accounts payable and accrued expenses | 252,956 | 123,768 |
Accounts payable, related party | 186,424 | 107,084 |
Other payable | 895,000 | 895,000 |
Operating lease, right-of-use obligation, current portion | 11,781 | 71,256 |
Contract liability | 6,486 | 25,905 |
Notes payable, current portion | 33,502 | 33,502 |
Promissory notes, shareholders, current portion | 110,000 | 0 |
Short-term debt, net of unamortized discount | 625,000 | 586,952 |
Total current liabilities | 2,121,149 | 1,843,467 |
Long-term liabilities: | ||
Operating lease, right-of-use obligation, long term portion | 12,375 | 27,274 |
Notes payable, net of current portion | 49,656 | 82,383 |
Promissory notes, shareholders, net of current | 150,000 | 0 |
Total long term liabilities | 212,031 | 109,657 |
Total liabilities | 2,333,180 | 1,953,124 |
Commitments and contingencies (See Note M) | ||
Common stock, $0.001 par value, 495,000,000 shares authorized, 6,954,366 shares and 30,224,653 shares issued, 6,954,366 and 6,090,205 shares outstanding | 6,954 | 30,225 |
Additional paid-in capital | 24,278,353 | 26,352,142 |
Accumulated (deficit) | (25,716,546) | (22,071,742) |
Repurchased shares | (80,000) | (80,000) |
Deposit for future common stock subscriptions | 0 | 121,055 |
Subscription’s receivable | (140,970) | 0 |
Subscriptions payable | 25,400 | 0 |
Treasury stock: | ||
Total stockholders' (deficit) | (1,880,822) | (1,001,955) |
Total liabilities and stockholders' (deficit) | 452,358 | 951,169 |
Series A Preferred Stock [Member] | ||
Long-term liabilities: | ||
Preferred Stock, Value | 2,380 | 2,420 |
Treasury stock: | ||
Treasury Stock, Preferred, Value | (179,368) | (179,368) |
Series B Preferred Stock [Member] | ||
Long-term liabilities: | ||
Preferred Stock, Value | 2,856 | 3,412 |
Treasury stock: | ||
Treasury Stock, Preferred, Value | (79,882) | (79,882) |
Series C Preferred Stock [Member] | ||
Long-term liabilities: | ||
Preferred Stock, Value | 1 | 1 |
Common Stock Treasury [Member] | ||
Treasury stock: | ||
Treasury Stock, Preferred, Value | $ 0 | $ (5,100,218) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 495,000,000 | |
Common Stock, Shares, Issued | 6,954,366 | 30,224,653 |
Common Stock, Shares, Outstanding | 6,954,366 | 6,090,205 |
Treasury Stock, Common, Shares | 0 | 24,134,448 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 4,100,000 | |
Preferred Stock, Shares Issued | 2,380,000 | 2,520,000 |
Preferred Stock, Shares Outstanding | 2,280,000 | 2,420,000 |
Treasury Stock, Preferred, Shares | 100,000 | 100,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 6,650,000 | |
Preferred Stock, Shares Issued | 2,856,335 | 3,412,885 |
Preferred Stock, Shares Outstanding | 2,811,800 | 3,368,350 |
Treasury Stock, Preferred, Shares | 44,535 | 44,535 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 1,000 | |
Preferred Stock, Shares Issued | 1,000 | 1,000 |
Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 394,148 | $ 1,077,030 |
Cost of sales | 369,388 | 791,854 |
Gross profit | 24,760 | 285,176 |
Expenses: | ||
Selling, general and administrative | 3,634,402 | 2,299,895 |
Research and development | 40,953 | 21,161 |
Depreciation and amortization | 60,000 | 70,440 |
Operating expenses, net | 3,735,355 | 2,391,496 |
Net operating loss | (3,710,595) | (2,106,320) |
Other income (expense): | ||
Interest income | 69 | 42 |
Interest expense | (94,351) | (94,375) |
Paycheck Protection Program loan forgiveness | 160,073 | 178,158 |
Total other income (expense) | 65,791 | 83,825 |
Net loss | $ (3,644,804) | $ (2,022,495) |
Weighted average number of common shares outstanding - basic and fully diluted | 6,729,640 | 5,649,517 |
Net loss per share - basic and fully diluted | $ (0.54) | $ (0.36) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS (DEFICIT) - USD ($) | Preferred Stock Class A [Member] | Preferred Stock Class B [Member] | Preferred Stock Class C [Member] | Common Stock [Member] | Treasury Stock [Member] | Class A Preferred Treasury Stock [Member] | Class B Preferred Treasury Stock [Member] | Additional Paid-in Capital [Member] | Repurchased Shares [Member] | Subscriptions Payable [Member] | Subscriptions Receivable [Member] | Deposit For Future Stock Subscriptions [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 2,560 | $ 3,735 | $ 1 | $ 29,564 | $ (5,100,218) | $ (179,368) | $ (79,882) | $ 25,207,137 | $ (20,118,169) | $ (234,640) | ||||
Beginning balance, shares at Dec. 31, 2019 | 2,560,000 | 3,735,784 | 1,000 | 29,564,014 | 24,134,448 | 100,000 | 44,535 | |||||||
Revision of beginning accumulated deficit due to prior period misstatements | 68,922 | 68,922 | ||||||||||||
Issuance of common stock for services | $ 27 | 136,593 | 136,620 | |||||||||||
Issuance of common stock for services | 27,324 | |||||||||||||
Issuance of common stock for cash already received | $ 105 | 511,770 | 511,875 | |||||||||||
Issuance of common stock for cash, shares | 104,916 | |||||||||||||
Conversion of Series A preferred stock to common stock | $ (140) | $ 140 | ||||||||||||
Conversion of Series A preferred stock to common stock, shares | (140,000) | 140,000 | ||||||||||||
Conversion of Series B preferred stock to common stock | $ (323) | $ 323 | ||||||||||||
Conversion of Series B preferred stock to common stock, shares | (322,899) | (322,899) | ||||||||||||
Conversion of Series B preferred stock to common stock, shares | 322,899 | 322,899 | ||||||||||||
Repurchase agreement | (80,000) | (80,000) | ||||||||||||
Issuance of warrants for service | 89,155 | 89,155 | ||||||||||||
Issuance of detachable warrants with Debt | 80,053 | 80,053 | ||||||||||||
Conversion of warrants to common stock | $ 66 | 327,434 | 327,500 | |||||||||||
Conversion of warrants to common stock, shares | 65,500 | |||||||||||||
Deposit received for future common stock subscriptions | 121,055 | 121,055 | ||||||||||||
Net loss | (2,022,495) | (2,022,495) | ||||||||||||
Conversion of Series B preferred stock to common stock | 323 | (323) | ||||||||||||
Ending balance, value at Dec. 31, 2020 | $ 2,420 | $ 3,412 | $ 1 | $ 30,225 | $ (5,100,218) | $ (179,368) | $ (79,882) | $ 26,352,142 | $ (80,000) | $ 121,055 | $ (22,071,742) | $ (1,001,955) | ||
Ending balance, shares at Dec. 31, 2020 | 2,420,000 | 3,412,885 | 1,000 | 30,224,653 | 24,134,448 | 100,000 | 44,535 | |||||||
Issuance of common stock for services | $ 1 | |||||||||||||
Issuance of common stock for services | 600 | 3,047 | 25,400 | 28,448 | ||||||||||
Issuance of common stock for cash already received | $ 24 | $ 121,031 | $ (121,055) | |||||||||||
Issuance of common stock for cash, shares | 24,211 | |||||||||||||
Issuance of common stock and warrants for cash | $ 171 | 1,668,158 | (140,790) | 1,547,359 | ||||||||||
Issuance of common stock and warrants for cash, shares | 171,750 | |||||||||||||
Conversion of Series A preferred stock to common stock | $ (40) | $ 40 | ||||||||||||
Conversion of Series A preferred stock to common stock, shares | (40,000) | 40,000 | ||||||||||||
Conversion of Series B preferred stock to common stock | $ 556 | $ (556) | ||||||||||||
Conversion of Series B preferred stock to common stock, shares | 556,550 | (556,550) | ||||||||||||
Conversion of Series B preferred stock to common stock, shares | (556,550) | 556,550 | ||||||||||||
Issuance of warrants for service | 829,081 | 829,081 | ||||||||||||
Issuance of warrants | ||||||||||||||
Conversion of warrants to common stock | $ 71 | 355,179 | 355,250 | |||||||||||
Conversion of warrants to common stock, shares | 71,050 | |||||||||||||
Net loss | (3,644,804) | (3,644,804) | ||||||||||||
Conversion of Series B preferred stock to common stock | (556) | 556 | ||||||||||||
Cancellation of Treasury Stock | $ (24,134) | 5,100,218 | (5,076,084) | |||||||||||
Cancellation of Treasury Stock, shares | (24,134,448) | |||||||||||||
Issuance of warrants | 5,799 | 5,799 | ||||||||||||
Cancellation of Treasury Stock | $ 24,134 | (5,100,218) | 5,076,084 | |||||||||||
Ending balance, value at Dec. 31, 2021 | $ 2,380 | $ 2,856 | $ 1 | $ 6,954 | $ (179,368) | $ (79,882) | $ 24,278,353 | $ (80,000) | $ 25,400 | $ (140,970) | $ (25,716,546) | $ (1,880,822) | ||
Ending balance, shares at Dec. 31, 2021 | 2,380,000 | 2,856,335 | 1,000 | 6,954,366 | 100,000 | 44,535 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (3,644,804) | $ (2,022,495) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Revision adjustments | 0 | 66,217 |
Depreciation | 60,000 | 70,440 |
Amortization of debt discount | 38,048 | 42,005 |
Stock based compensation | 1,692,907 | 225,775 |
Non-cash lease expense | 91,761 | 123,111 |
Paycheck Protection Program loan forgiveness | (160,073) | (178,158) |
Issuance of common shares for accrued interest | 43,750 | 0 |
Increase (decrease) in liabilities: | ||
Accounts receivable | 50,540 | 34,448 |
Inventory | (31,123) | (2,371) |
Prepaid expenses and other assets | 1,581 | 338 |
Accounts payable and accrued expenses | 129,188 | 55,154 |
Accounts payable, related party | 79,340 | 30,804 |
Operating lease liability | (73,027) | (131,592) |
Contract liability | (19,419) | 25,905 |
Net cash used in operating activities | (1,741,331) | (1,660,419) |
Cash flows from investing activities | ||
Purchase of equipment | (953) | (13,039) |
Net cash used in investing activities | (953) | (13,039) |
Cash flows from financing activities | ||
Proceeds from issuance of non-convertible notes | 0 | 625,000 |
Repurchase agreement | 0 | (80,000) |
Proceeds from Paycheck Protection Program loan | 160,073 | 178,158 |
Proceeds from promissory notes, shareholders | 260,000 | |
Payments on notes payable | (32,727) | (33,502) |
Deposit received for future common stock subscriptions | 0 | 121,055 |
Proceeds from exercise of warrants | 355,250 | 327,500 |
Proceeds from issuance of common stock | 674,030 | 511,875 |
Net cash provided by financing activities | 1,416,626 | 1,650,086 |
Net decrease in cash | (325,658) | (23,372) |
Cash - beginning | 595,732 | 619,104 |
Cash - ending | 270,074 | 595,732 |
Supplemental disclosures: | ||
Interest paid | 8,376 | 29,411 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Conversion of series A preferred stock to common stock | 40 | 140 |
Conversion of series B preferred stock to common stock | 556 | 323 |
Cancellation and renegotiation of leases | 1,347 | 157,829 |
Issuance of detachable warrants with Debt | 0 | 80,053 |
Issuance of Stock Repurchase Note Payable | 0 | 200,000 |
Issuance of common stock in exchange for interest payable | $ 43,750 | $ 0 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE A – SIGNIFICANT ACCOUNTING POLICIES Description of Business and Principles of Consolidation : Wylink Inc., a Texas corporation and wholly owned subsidiary, was until January 2016 engaged in the sale of Federal Communications Commission (“FCC”) registered links participating in the 70 and 80 gigahertz licensed frequency program (the “Program”). The Program allows qualified individuals to own a segment of the “backhaul” infrastructure of Wytec’s city-wide business deployment. Wylink Inc. has assigned all of its link related contract to Wytec and Wytec plans to wind up and dissolve Wylink Inc. in the near future. Wylink, Inc. was wound up and dissolved on or about September 22, 2020 and its assets and liabilities were assumed by Wytec. Wytec, LLC, a Delaware limited liability company, formed September 7, 2012 and previously managed by General Patent Corporation (“GPC”), owns five expired patents focused on high-capacity millimeter wave technology. On September 20, 2016, General Patent Corporation, the then Managing Partner of Wytec, LLC, assigned its partial ownership in the patents to Wytec, thereby terminating its role as Managing Partner. Wytec, LLC was wound up and dissolved in April 2020 and its assets and liabilities were assumed by Wytec. Capaciti Networks, Inc. (“Capaciti”), a Texas corporation, was engaged in the sale of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to their commercial and enterprise clients. Capaciti is in the process of winding up and dissolving. Its assets and liabilities will be assumed by Wytec. Capaciti was wound up and dissolved on or about August 20, 2020 and its assets and liabilities were assumed by Wytec. Collectively, Wytec and its subsidiaries, are referred to as “we,” “our,” “us,” or the “Company.” Basis of Accounting : Revenue and Cost Recognition . The Company earns revenues from contracts with customers for (i) sales and installation of cellular enhancement equipment and (ii) support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. The less complex systems installed by the Company where management believes the installed equipment has an alternative use, due to the standard nature of the equipment sourced from our vendors that can be used in other projects, revenue from such contacts is recognized for completed installations upon customer acceptance. This assessment, at contract inception, is a management judgment based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project, and the term and terms of the contract with the customer. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is a faithful representation of the pattern of delivery on the Company’s obligation under these agreements. Sales tax is recorded on a net basis and excluded from revenue. Cash and Cash Equivalents : Allowance for Doubtful Accounts : No Construction in Process : Property and Equipment : five to ten years Operating Leases Right-of-use Assets and Operating Lease Obligations : Impairment of Assets : During the course of a strategic review of its assets, the Company assessed the recoverability of the carrying value of certain fixed assets and construction in process, this resulted in impairment losses of $ 0 Income Taxes : The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Stock Based Compensation: The fair value of the Company’s equity is approved by the Company’s Board of Directors as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers methodologies and factors it believes are material to the valuation process, including the prior transaction method and the discounted cash flow method of equity valuation. The Company believes the combination of these methodologies and factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. Fair Value of Financial Instruments : The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value Concentrations of Credit Risk : Government Regulations : Income (loss) per share Use of Estimates Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE B – GOING CONCERN The consolidated financial statements are prepared using U.S. generally accepted accounting principles applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred continuous losses from operations, has an accumulated deficit of $ 25,716,546 1,741,331 1,808,769 Since inception, operations have primarily been funded through private equity financing. Management expects to continue to seek additional funding through private or public equity sources and will seek debt financing. The Company’s ability to continue as a going concern is ultimately dependent on its ability to generate sufficient cash from operations to meet cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance that the Company will be successful in these efforts. These factors, among others, indicate substantial doubt that the Company will be able to continue as a going concern for a period of one year from the filing of these consolidated financial statements. Management plans to raise additional funding through a capital raise associated with a public offering and/or additional private capital raises. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern. |
REVENUE AND ACCOUNTS RECEIVABLE
REVENUE AND ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND ACCOUNTS RECEIVABLE | NOTE C – REVENUE AND ACCOUNTS RECEIVABLE The Company recognizes revenue in accordance with its accounting policy. The Company invoices customers and recognizes accounts receivable in an amount equivalent to which it has an unconditional right and expects to receive aligned with the agreement with the customer. The Company has contracted payment terms with its customer of net 30 days. The Company recognized revenue from performance obligations satisfied as of a point in time and over time as disaggregated in the table below. Timing of Revenue Recognition Schedule of disaggregation of Revenue For the Year Ended December 31, December 31, 2021 2020 Point in Time $ 359,960 $ 1,044,730 Over Time 34,188 32,300 $ 394,148 $ 1,077,030 The Company earns revenues from Cel-fi systems and network services. Revenues from the sale and installation of Cel-fi systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $ 340,351 482,273 287,602 413,890 Revenues from network and other services totaled $ 53,409 594,756 Due to the Company billing service agreements in advance and recognizing revenue for service agreements over time as more fully described in its accounting policy the Company carries a contract liability balance proportional to the time remaining on each customer agreement. The Company issues invoices to customers for completed work as performance obligations satisfied as of a point in time are fulfilled and does not carry a contract asset balance for these performance obligations. Contract Assets and Liabilities Schedule of Contract Assets and Liabilities December 31, December 31, 2021 2020 Contract Liability $ (6,486 ) $ (25,905 ) $ (6,486 ) $ (25,905 ) The Company’s contracts for support services are typically for terms of one year or less. The aggregate amount of contract performance obligation as of December 31, 2021 and December 31, 2020 that the Company expects to recognize over the next year is $6,486 and $25,905, respectively. The Company is under no obligation and is not in the practice of providing customers with returns, rebates, discounts, or refunds and has not in an amount material to the financial statements. The Company, accordingly, does not recognize these obligations at the time of revenue recognition. The Company may receive consideration from customers who enter into support agreements in the future for incremental services provided to such customers. Those services are delivered as of a point in time when the customer requests the service. Future consideration as described is excluded from the transaction price calculated for support agreement performance obligations. The Company has applied the practical expedient that permits the Company to recognize revenue without regard to significant financing components based on the Company’s expectations about the transfer of services and the receipt of payment from customers. The effect of this practical expedient is not material to the Company’s financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE D – PROPERTY AND EQUIPMENT Property and equipment consist of the following: Schedule of Property and Equipment December 31, December 31, 2021 2020 Telecommunication equipment and computers $ 299,095 $ 297,177 Vehicle 23,805 23,805 Office furniture and fixtures 9,325 9,325 Less: accumulated depreciation (216,308 ) (155,343 ) $ 115,917 $ 174,964 Depreciation expense for the year ended December 31, 2021 and 2020 was $ 60,000 70,440 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE E – DEBT Schedule of debt 2021 2020 Various promissory notes payable due to a shareholder, all carry simple interest of 7% per annum, due at various times between August 2022 and March 2023 $ 250,000 $ – Notes payable to a financial institution, with interest rates of 8.75% per annum, with the equipment purchased pledged as collateral and varying due dates through November 2024 83,158 115,885 $10,000 promissory note payable due to president, carries simple interest of 5% per annum, due October 2022 10,000 – $625,000 of 7% unsecured notes payable due February 2022, net of unamortized discount of $-0- and $38,048, respectively 625,000 586,952 $ 968,158 $ 702,837 In February 2020, we issued a note in the amount of $ 625,000 7 62,500 80,053 38,048 42,005 February 13, 2022 In April 2020, we received a loan pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in the amount of $ 178,158 1 In March 2021, we received a loan pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security At (the “CARES Act”) in the amount of $ 160,073 On June 18, 2021, a shareholder advanced funds in the amount of $ 100,000 7 February 10, 2023 In August and September 2021, a shareholder loaned a total of $ 150,000 100,000 50,000 7 February 10, 2023 March 30, 2023 In October 2021, the president of the Company loaned $ 10,000 5 October 21, 2022 Future minimum payments consist of the following: Schedule of long term debt maturities December 31, 2022 $ 768,502 2023 177,752 2025 21,904 Total future payments $ 968,158 |
REPURCHASE AGREEMENT
REPURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2021 | |
Repurchase Agreement | |
REPURCHASE AGREEMENT | NOTE F – REPURCHASE AGREEMENT In April 2020, we entered into a Repurchase and General Release Agreement with one shareholder pursuant to which we promised to pay the amount of $200,000 due on December 31, 2020 in exchange for 40,000 80,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
LEASES | NOTE G – LEASES The Company leases facilities and office equipment under various operating leases, which generally are expected to be renewed or replaced by other leases. For the year ended December 31, 2021 and 2020, operating lease expense totaled $ 108,884 85,025 The weighted average remaining lease term is 1.95 5.5 Future minimum lease payments as of December 31, 2021 are as follows: Schedule of Minimum Lease Payments 2022 $ 12,815 2023 11,656 2024 1,150 Total minimum lease payments 25,621 Less: imputed interest (1,465 ) Present value of minimum lease payments $ 24,156 Less: current portion of lease obligation 11,781 Long-term lease obligation $ 12,375 |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
WARRANTS | NOTE H – WARRANTS The Company has common stock purchase warrants outstanding at December 31, 2021 to purchase 2,643,936 2,329,503 1.00 92,500 2.50 221,933 5.00 To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and the prior transaction method approaches and determined a fair value of $ 5.08 On January 7, 2021 we issued 56,592 54,502 During January 2021, we issued 24,211 23,333 During February 2021, we issued 9,375 7,443 During February 2021, a total of 15,000 warrants were exercised by and a total of 15,000 shares of common stock were issued to two investors at a price of $5.00 and a total of 3,750 6,168 During March 2021, a total of 200 warrants were exercised by and a total of 200 80 In April 2021, a total of 9,006 5.00 45,030 2,252 5.00 3,512 In May 2021, a total of 20,000 100,000 5,000 7,595 In July 2021, we issued 20,000 28,184 In August 2021, we issued 9,375 8,002 In September 2021, we issued 16,000 16,612 In October 2021, we issued 40,000 37,721 In October 2021, we issued 329,503 1,352,211 In November 2021, we issued a total of 32,000 27,643 In December 2021, we issued a total of 45,000 28,521 In December 2021, we lowered the exercise price from $5.00 per share to $2.50 per share and extended the exercise period from December 31, 2021 to December 31, 2022 of 92,500 240,772 On February 25, 2020, we issued a note in the amount of $ 625,000 7 62,500 80,053 38,048 42,005 On March 3, 2020, we issued 92,500 89,155 During the first quarter of 2020, we issued a total of 20,000 21,098 During the first quarter of 2020, we issued a total of 10,000 10,116 There were no warrants issued in the second quarter of 2020. During the third quarter of 2020, we issued a total of 41,375 38,630 During the fourth quarter of 2020, we issued a total of 47,000 39,055 The following is a summary of activity and outstanding common stock warrants: Schedule of warrant activity # of Warrants Balance, December 31, 2019 2,383,256 Warrants granted 287,375 Warrants exercised (65,500 ) Warrants expired (216,456 ) Balance, December 31, 2020 2,388,675 Warrants granted 675,608 Warrants exercised (71,050 ) Warrants expired (349,297 ) Balance, December 31, 2021 2,643,936 Exercisable, December 31, 2021 2,643,936 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE I – STOCKHOLDERS’ EQUITY Holders of common stock are entitled to one vote per share. The common stock does not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the common stock are entitled to receive ratably such dividends as may be declared by the board of directors on the common stock out of funds legally available therefore and, in the event of liquidation, dissolution or winding-up of affairs, are entitled to share equally and ratably in all the remaining assets and funds. Series A preferred stock is nonvoting capital stock but may be converted into voting common stock. Each share of series A preferred stock is convertible at the option of the holder at any time after the issuance into one share of common stock, subject to adjustment from time to time in the event (i) the Company subdivides or combines its outstanding common stock into a greater or smaller number of shares, including stock splits and stock dividends; or (ii) of a reorganization or reclassification of common stock, the consolidation or merger with or into another company, the sale, conveyance or other transfer of substantially all of the Company assets to another corporation or other similar event, whereby securities or other assets are issuable or distributable to the holders of the outstanding common stock upon the occurrence of any such event; or (iii) of the issuance to the holders of Company common stock of securities convertible into, or exchangeable for, such shares of common stock. Each outstanding share of series A preferred stock will automatically convert into one share of common stock (a) if the common stock commences public trading on the NASDAQ capital market or better, (b) if the series A preferred stockholder receives distributions from the net profits pool equal to the original purchase price paid for their registered links, or (c) five years after the date of issuance of the series A preferred stock. The Company does not have any other right to require a conversion of the series A preferred stock into common stock. The Company does not have the option to redeem outstanding shares of series A preferred stock. A holder of the series A preferred stock has no preemptive rights to subscribe for any additional shares of any class of stock or for any issue of bonds, notes or other securities convertible into any class of stock. In the event of a liquidation, dissolution or winding-up whether voluntary or otherwise, after payment of debts and other liabilities, the holders of the series A preferred stock will be entitled to receive from the remaining net assets, before any distribution to the holders of the common stock, the amount of $1.50 per share. After payment of the liquidation preference to the holders of series A preferred stock and payment of any other distributions that may be required with respect to any other series of preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock and the holders of the series A preferred stock on an as-if converted basis. The series B preferred stock is voting capital stock. The holders of the series B preferred stock will vote on an as-converted basis with the common stock on all matters submitted to a vote of the shareholders. The holders of the series B preferred stock are not entitled to any dividends unless and until the series B preferred stock is converted into common stock. Each share of series B preferred stock is convertible at the option of the holder at any time after issuance into one share of common stock, subject to adjustment from time to time in the event (i) the Company subdivides or combines into outstanding common stock into a greater or smaller number of shares, including stock splits and stock dividends; or (ii) of a reorganization or reclassification of common stock, the consolidation or merger with or into another company, the sale, conveyance or other transfer of substantially all of the Company assets to another corporation or other similar event, whereby securities or other assets are issuable or distributable to the holders of the outstanding common stock upon the occurrence of any such event; or (iii) of the issuance by us to the holders of common stock of securities convertible into, or exchangeable for, such shares of common stock. Each outstanding share of series B preferred stock will automatically convert into one share of common stock at a conversion rate equal to the lesser of $3.00 per share or 75% of the average closing price of the Company’s common stock as quoted on the public securities trading market on which our common stock is then traded with the highest volume, for ten (10) consecutive trading days immediately after the first day of public trading of common stock if common stock commences public trading on the NASDAQ capital market or better, but in any event no less than $2.50 per share or at $3.00 per share five years after the date of issuance of the series B preferred stock. In the event of a liquidation, dissolution or winding-up whether voluntary or otherwise, after payment of debts and other liabilities, the holders of the series B preferred stock will be entitled to receive from the remaining net assets, before any distribution to the holders of the common stock, and pari pasu with the payment of a liquidation preference of $1.50 per share to the holders of the series A preferred stock, the amount of $3.00 per share. After payment of the liquidation preference to the holders of the series A preferred stock and the series B preferred stock, and payment of any other distribution that may be required with respect to any other series of preferred stock, the remaining assets, if any, will be distributed ratably to the holders of the common stock, the holders of the series A preferred stock, and the holders of the series B preferred stock on an as-if converted basis. The series C preferred stock is voting capital stock. For so long as any shares of the series C preferred stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right, on or after July 20, 2016, to vote in an amount equal to 51% of the total vote (representing a super majority voting power) with respect to all matters submitted to a vote of the shareholders of Wytec. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of series C preferred stock. For example, if there are 10,000 shares of our common stock issued and outstanding at the time of such shareholder vote, the holders of the series C preferred stock, voting separately as a class, will have the right to vote an aggregate of 10,408 shares, out of a total number of 20,408 shares voting. Additionally, the Company is prohibited from adopting any amendments to the Company’s bylaws or articles of incorporation, as amended, making any changes to the certificate of designation establishing the series C preferred stock, or effecting any reclassification of the series C preferred stock, without the affirmative vote of at least 66-2/3% of the outstanding shares of series C preferred stock. The Company may, however, by any means authorized by law and without any vote of the holders of shares of series C preferred stock, make technical, corrective, administrative or similar changes to such certificate of designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of series C preferred stock. The holders of the series C preferred stock are not entitled to any dividends. Holders of the series C preferred stock have no conversion rights. The shares of the series C preferred stock shall be automatically redeemed by us at their par value on the first to occur of the following: (i) on the date that Mr. Gray ceases, for any reason, to serve as officer, director or consultant of Wytec, or (ii) on the date that our shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of Wytec, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the series C preferred stock set forth in the certificate of designation. A holder of the series C preferred stock has no preemptive rights to subscribe for any additional shares of any class of stock of Wytec or for any issue of bonds, notes or other securities convertible into any class of stock of Wytec. The holders of the Series C Preferred Stock are not entitled to any liquidation preference. During the first quarter of 2021, the Company issued a total of 461,270 461,270 In January 2021, a total of 24,211 In February 2021, a total of 15,000 75,000 In February 2021, the Company issued a total of 9,375 In March 2021, a total of 200 1,000 In April 2021, a total of 9,006 45,030 In April 2021, the Company issued a total of 25,280 25,280 In May 2021, a total of 20,000 100,000 In May 2021, the Company issued a total of 30,000 30,000 In June 2021, the Company issued a total of 40,000 40,000 On June 14, 2021, the Company cancelled 24,134,448 In July 2021, the Company issued a total of 20,000 In July 2021, the Company issued a total of 30,000 30,000 In August 2021, the Company issued a total of 9,375 In August 2021, the Company issued a total of 10,000 10,000 In August 2021, the Company issued a total of 400 In September 2021, the Company issued a total of 16,000 In October 2021, we issued a total of 40,000 In November 2021, a total of 4,100 20,500 In November 2021, we issued a total of 32,000 In November 2021, the Company issued a total of 200 In December 2021, a total of 22,744 113,720 In December 2021, we issued a total of 45,000 During the year ended December 31, 2021, an exchange agreement was signed between William H Gray and the Company pursuant to which 1,000 Series C Shares held by William H Gray were to be exchanged for 3,000,000 common shares, which had been disclosed on Form 8-K filed January 3, 2022. However, it was later determined that the exchange of shares should be treated as an extinguishment for the redemption of the Series C shares which is in accordance with the Series C Certificate of Designation, and then the issuance of the 3,000,000 common shares as compensation. As a result, a mutual understanding by the grantor and grantee had not occured, and therefore it was determined that a substantive grant date was not established. Therefore, upon further review of the exchange agreement and the Series C Certificate of Designation, all parties agreed to rescind the exchange agreement. Therefore, the financial statements do not reflect the issuance of the common shares and the 1,000 Series C shares are still outstanding, During the year ended December 31, 2021, there were 171,750 shares of common stock issued for cash proceeds and conversion of accrued interest of $858,750 at the price of $5.00 per share; 24,211 shares of common stock issued for cash proceeds of $121,055 received in 2020; 596,550 shares of common stock issued in exchange for 40,000 Series A and 556,550 Series B preferred shares; 71,050 shares of common stock issued from the exercise of warrants and cash proceeds of $355,250; and 600 shares of common stock issued for stock based compensation of $3,048. During the year ended December 31, 2020, there were 104,916 shares of common stock issued for cash proceeds of $ 511,875 at the price of $5.00 per share; 462,889 shares of common stock issued in exchange for 140,000 Series A and 322,899 Series B preferred shares; 65,500 shares of common stock issued from the exercise of warrants; and 27,234 shares of common stock issued for stock based compensation of $ 136,620 . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE J – INCOME TAXES Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at: Schedule of deferred income taxes December 31, December 31, 2021 2019 Deferred tax assets: Net operating loss carry forwards $ 4,550,380 $ 4,305,806 Less: Valuation allowance (4,550,380 ) (4,305,806 ) Net deferred tax assets $ – $ – The Company has net operating loss carryforwards for tax purposes of approximately $ 20.7 expire in the year 2032 no The Company does no The federal income tax benefit expected by the application of the corporate income tax rates to pre-tax net loss differs from the actual benefit recognized due to the valuation allowance recorded for 2021 and 2020. The U.S. Statutory Tax Rate is 21 Schedule of Reconciliation of income tax expense December 31, December 31, 2021 2020 Pre-tax GAAP loss at U.S. statutory rate $ (757,587 ) $ (414,647 ) Change in valuation allowance 757,857 414,647 Income tax expense $ – $ – |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE K – RELATED PARTY TRANSACTIONS The Company has an accounts payable balance owed to Richardson & Associates in the amount of $ 186,424 107,084 99,340 128,340 In 2021, Eagle Rock Investments, LLC (“ERI”), a limited liability company of which a majority of the outstanding equity is owned by Christopher Stuart, a director of the Company, loaned the Company a total of $ 250,000 250,000 7 100,000 on August 25, 2022 and $100, 50,000 30,000 5.00 30,000 In February 2020, Christopher Stuart, a director of the Company, purchased 12.5 50,000 7 7 5.00 13,125 8,750 8,750 |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE L – CONCENTRATIONS The Company derived $ 272,843 69 995,894 92 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE M – COMMITMENTS AND CONTINGENCIES We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings that management believes could have a material adverse effect on our consolidated financial statements. The other payable of $ 895,000 390,000 35,000 400,000 35,000 See Note C in regards to commitments related to contracts with customers. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE N – SUBSEQUENT EVENTS The Company evaluated events and circumstances after the balance through April 6, 2022, the date these financial statements were available to be issued, and noted the subsequent events as noted below. In January 2022, William Gray resigned as the interim chief financial officer of the Company, Karen Stegall was appointed as the interim chief financial officer of the Company, Chris Dantin was appointed as a director of the Company, and Robert Cook was appointed as a director of the Company as the chairman of the board of directors’ audit committee and as a member of the board of directors’ compensation and nominating committees. On January 26, 2022, Chris Dantin voluntarily resigned as a director of the Company and Gary Stein was appointed as a director of the Company effective January 27, 2022. In January 2022, the Company issued 40,000 warrants to purchase up to 40,000 shares of Wytec’s common stock on a cash or cashless basis in consideration for making a $250,000 line of credit available to Wytec. The warrants are exercisable on a cash or cashless basis at any time until December 31, 2022 at an exercise price per share of five dollars ($5.00) per share, provided, that ten (10) days after the common stock of the Company commences trading on the NASDAQ Capital Market or equivalent or higher public securities trading market (the “Measurement Date”), the amount per share payable to exercise the warrants will thereafter be the greater of (i) $5.00 or (ii) 85% of the average closing price that is quoted on said trading market (if more than one, the one with the then highest trading volume), during the ten (10) consecutive trading days immediately prior to the Measurement Date. In February, 2022, the Company issued a total of 5,000 shares of common stock in consideration for the exercise of 5,000 common stock purchase warrants by one warrant holder at an exercise price of $5.00 per share. In February 2022, the Company commenced a private placement pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, of a unit (“Unit”) consisting of a $175,000 7% promissory note with a maturity date of August 31, 2023 and 17,500 common stock purchase warrants exercisable on a cash or cashless basis until December 31, 2024 at an exercise price of $5.00 per share at a purchase price of $175,000 for the Unit. The promissory note may be extended by an additional six months in the sole discretion of the Company up to two times. The Unit was purchased by Christopher Stuart, a director of the Company, in February 2022. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Principles of Consolidation | Description of Business and Principles of Consolidation : Wylink Inc., a Texas corporation and wholly owned subsidiary, was until January 2016 engaged in the sale of Federal Communications Commission (“FCC”) registered links participating in the 70 and 80 gigahertz licensed frequency program (the “Program”). The Program allows qualified individuals to own a segment of the “backhaul” infrastructure of Wytec’s city-wide business deployment. Wylink Inc. has assigned all of its link related contract to Wytec and Wytec plans to wind up and dissolve Wylink Inc. in the near future. Wylink, Inc. was wound up and dissolved on or about September 22, 2020 and its assets and liabilities were assumed by Wytec. Wytec, LLC, a Delaware limited liability company, formed September 7, 2012 and previously managed by General Patent Corporation (“GPC”), owns five expired patents focused on high-capacity millimeter wave technology. On September 20, 2016, General Patent Corporation, the then Managing Partner of Wytec, LLC, assigned its partial ownership in the patents to Wytec, thereby terminating its role as Managing Partner. Wytec, LLC was wound up and dissolved in April 2020 and its assets and liabilities were assumed by Wytec. Capaciti Networks, Inc. (“Capaciti”), a Texas corporation, was engaged in the sale of wired and wireless services, including products, wireless data cards, back-office platform and rate plans to their commercial and enterprise clients. Capaciti is in the process of winding up and dissolving. Its assets and liabilities will be assumed by Wytec. Capaciti was wound up and dissolved on or about August 20, 2020 and its assets and liabilities were assumed by Wytec. Collectively, Wytec and its subsidiaries, are referred to as “we,” “our,” “us,” or the “Company.” |
Basis of Accounting | Basis of Accounting : |
Revenue and Cost Recognition | Revenue and Cost Recognition . The Company earns revenues from contracts with customers for (i) sales and installation of cellular enhancement equipment and (ii) support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. The less complex systems installed by the Company where management believes the installed equipment has an alternative use, due to the standard nature of the equipment sourced from our vendors that can be used in other projects, revenue from such contacts is recognized for completed installations upon customer acceptance. This assessment, at contract inception, is a management judgment based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project, and the term and terms of the contract with the customer. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is a faithful representation of the pattern of delivery on the Company’s obligation under these agreements. Sales tax is recorded on a net basis and excluded from revenue. |
Cash and Cash Equivalents | Cash and Cash Equivalents : |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts : No |
Construction in Process | Construction in Process : |
Property and Equipment | Property and Equipment : five to ten years |
Operating Leases Right-of-use Assets and Operating Lease Obligations | Operating Leases Right-of-use Assets and Operating Lease Obligations : |
Impairment of Assets | Impairment of Assets : During the course of a strategic review of its assets, the Company assessed the recoverability of the carrying value of certain fixed assets and construction in process, this resulted in impairment losses of $ 0 |
Income Taxes | Income Taxes : The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Stock Based Compensation: The fair value of the Company’s equity is approved by the Company’s Board of Directors as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers methodologies and factors it believes are material to the valuation process, including the prior transaction method and the discounted cash flow method of equity valuation. The Company believes the combination of these methodologies and factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments : The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value |
Concentrations of Credit Risk | Concentrations of Credit Risk : |
Government Regulations | Government Regulations : |
Income (loss) per share | Income (loss) per share |
Use of Estimates | Use of Estimates |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2021, the Company adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company’s consolidated financial statements and related disclosures. |
REVENUE AND ACCOUNTS RECEIVAB_2
REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of Revenue | Schedule of disaggregation of Revenue For the Year Ended December 31, December 31, 2021 2020 Point in Time $ 359,960 $ 1,044,730 Over Time 34,188 32,300 $ 394,148 $ 1,077,030 |
Schedule of Contract Assets and Liabilities | Schedule of Contract Assets and Liabilities December 31, December 31, 2021 2020 Contract Liability $ (6,486 ) $ (25,905 ) $ (6,486 ) $ (25,905 ) |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment December 31, December 31, 2021 2020 Telecommunication equipment and computers $ 299,095 $ 297,177 Vehicle 23,805 23,805 Office furniture and fixtures 9,325 9,325 Less: accumulated depreciation (216,308 ) (155,343 ) $ 115,917 $ 174,964 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt 2021 2020 Various promissory notes payable due to a shareholder, all carry simple interest of 7% per annum, due at various times between August 2022 and March 2023 $ 250,000 $ – Notes payable to a financial institution, with interest rates of 8.75% per annum, with the equipment purchased pledged as collateral and varying due dates through November 2024 83,158 115,885 $10,000 promissory note payable due to president, carries simple interest of 5% per annum, due October 2022 10,000 – $625,000 of 7% unsecured notes payable due February 2022, net of unamortized discount of $-0- and $38,048, respectively 625,000 586,952 $ 968,158 $ 702,837 |
Schedule of long term debt maturities | Schedule of long term debt maturities December 31, 2022 $ 768,502 2023 177,752 2025 21,904 Total future payments $ 968,158 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Minimum Lease Payments | Schedule of Minimum Lease Payments 2022 $ 12,815 2023 11,656 2024 1,150 Total minimum lease payments 25,621 Less: imputed interest (1,465 ) Present value of minimum lease payments $ 24,156 Less: current portion of lease obligation 11,781 Long-term lease obligation $ 12,375 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of warrant activity | Schedule of warrant activity # of Warrants Balance, December 31, 2019 2,383,256 Warrants granted 287,375 Warrants exercised (65,500 ) Warrants expired (216,456 ) Balance, December 31, 2020 2,388,675 Warrants granted 675,608 Warrants exercised (71,050 ) Warrants expired (349,297 ) Balance, December 31, 2021 2,643,936 Exercisable, December 31, 2021 2,643,936 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income taxes | Schedule of deferred income taxes December 31, December 31, 2021 2019 Deferred tax assets: Net operating loss carry forwards $ 4,550,380 $ 4,305,806 Less: Valuation allowance (4,550,380 ) (4,305,806 ) Net deferred tax assets $ – $ – |
Schedule of Reconciliation of income tax expense | Schedule of Reconciliation of income tax expense December 31, December 31, 2021 2020 Pre-tax GAAP loss at U.S. statutory rate $ (757,587 ) $ (414,647 ) Change in valuation allowance 757,857 414,647 Income tax expense $ – $ – |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 0 | |
Property, Plant and Equipment, Estimated Useful Lives | five to ten years | |
Asset Impairment Charges | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 25,716,546 | $ 22,071,742 |
Net Cash Provided by (Used in) Operating Activities | 1,741,331 | $ 1,660,419 |
[custom:WorkingCapital-0] | $ 1,808,769 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 394,148 | $ 1,077,030 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 359,960 | 1,044,730 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 34,188 | $ 32,300 |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract Liability | $ (6,486) | $ (25,905) |
Total | $ (6,486) | $ (25,905) |
REVENUE AND ACCOUNTS RECEIVAB_3
REVENUE AND ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 394,148 | $ 1,077,030 |
Cel Fi And Network Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 340,351 | 482,273 |
Equipment Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 287,602 | 413,890 |
Network And Other Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 53,409 | $ 594,756 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (216,308) | $ (155,343) |
Property and equipment, net | 115,917 | 174,964 |
Telecommunication Equipment And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Tele communication equipment and computers | 299,095 | 297,177 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Tele communication equipment and computers | 23,805 | 23,805 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Tele communication equipment and computers | $ 9,325 | $ 9,325 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 60,000 | $ 70,440 |
DEBT (Details)
DEBT (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Debt outstanding | $ 968,158 | $ 702,837 |
Unsecured Note Payable 1 [Member] | ||
Short-term Debt [Line Items] | ||
Debt outstanding | 250,000 | 0 |
Unsecured Note Payable 2 [Member] | ||
Short-term Debt [Line Items] | ||
Debt outstanding | 83,158 | 115,885 |
Unsecured Note Payable 3 [Member] | ||
Short-term Debt [Line Items] | ||
Debt outstanding | 10,000 | 0 |
Unsecured Note Payable 4 [Member] | ||
Short-term Debt [Line Items] | ||
Debt outstanding | $ 625,000 | $ 586,952 |
DEBT (Details 1)
DEBT (Details 1) | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 768,502 |
2023 | 177,752 |
2025 | 21,904 |
Total future payments | $ 968,158 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Sep. 03, 2021 | Aug. 10, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Feb. 25, 2020 | Dec. 31, 2020 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 18, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Feb. 29, 2020 |
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||
Amortization of Debt Discount (Premium) | $ 38,048 | $ 42,005 | |||||||||||
Debt Instrument, Maturity Date | Oct. 21, 2022 | ||||||||||||
Advances to Affiliate | $ 150,000 | ||||||||||||
Feb 2020 Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 625,000 | $ 625,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||||||||
[custom:WarrantsIssuedShares-0] | 62,500 | ||||||||||||
Warrants and Rights Outstanding | $ 80,053 | ||||||||||||
Amortization of Debt Discount (Premium) | $ 42,005 | $ 38,048 | $ 38,048 | $ 42,005 | |||||||||
Debt Instrument, Maturity Date | Feb. 13, 2022 | ||||||||||||
Ppp Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 178,158 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||
Mar 2021 Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 160,073 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||
Debt Instrument, Maturity Date | Feb. 10, 2023 | ||||||||||||
Advances to Affiliate | $ 100,000 | ||||||||||||
First Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Feb. 10, 2023 | ||||||||||||
Advances to Affiliate | $ 100,000 | ||||||||||||
Second Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||||||||
Debt Instrument, Maturity Date | Mar. 30, 2023 | ||||||||||||
Advances to Affiliate | $ 50,000 | $ 10,000 |
REPURCHASE AGREEMENT (Details N
REPURCHASE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2021 | |
Repurchase Agreement | ||
[custom:ExchangeOfShares] | 40,000 | |
Adjustments to Additional Paid in Capital, Other | $ 80,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 12,815 | |
2023 | 11,656 | |
2024 | 1,150 | |
Total minimum lease payments | 25,621 | |
Less: imputed interest | (1,465) | |
Present value of minimum lease payments | 24,156 | |
Less: current portion of lease obligation | 11,781 | $ 71,256 |
Long-term lease obligation | $ 12,375 | $ 27,274 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating Lease, Expense | $ 108,884 | $ 85,025 |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 11 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.50% |
WARRANTS (Details)
WARRANTS (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of warrants exercised | (200) | (15,000) | ||
Number of warrants outstanding, ending balance | 2,643,936 | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of warrants outstanding, beginning balance | 2,388,675 | 2,383,256 | ||
Number of warrants granted | 675,608 | 287,375 | ||
Number of warrants exercised | (71,050) | (65,500) | ||
Number of warrants expired | (349,297) | (216,456) | ||
Number of warrants outstanding, ending balance | 2,643,936 | 2,388,675 | ||
Number of warrants exercisable | 2,643,936 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Jan. 07, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 03, 2020 | Feb. 25, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,643,936 | 2,643,936 | |||||||||||||||||||
Net Asset Value Per Share | $ 5.08 | $ 5.08 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 829,081 | $ 89,155 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 1,000 | $ 75,000 | 355,250 | 327,500 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 38,048 | 42,005 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 28,448 | ||||||||||||||||||||
Feb 2020 Note [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 62,500 | ||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 80,053 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 625,000 | $ 625,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | |||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 42,005 | $ 38,048 | $ 38,048 | $ 42,005 | |||||||||||||||||
Three Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 5 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | $ 45,030 | |||||||||||||||||||
Two Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Proceeds from Warrant Exercises | $ 20,500 | ||||||||||||||||||||
Four Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Proceeds from Warrant Exercises | $ 113,720 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,643,936 | 2,388,675 | 2,643,936 | 2,388,675 | 2,383,256 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 675,608 | 287,375 | |||||||||||||||||||
Warrant [Member] | $1.00 Price [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,503 | 2,329,503 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||||||||||||||
Warrant [Member] | $5.00 Price [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 92,500 | 92,500 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.50 | $ 2.50 | |||||||||||||||||||
Warrant [Member] | Greater than $5.00 or other [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 221,933 | 221,933 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 5 | |||||||||||||||||||
Common Stock Purchase Warrants [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 240,772 | $ 21,098 | |||||||||||||||||||
[custom:WarrantsExercisedShares] | 92,500 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Consulting Agreement [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,352,211 | ||||||||||||||||||||
[custom:WarrantsExercisedShares] | 329,503 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Three Consultants [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 56,592 | ||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 54,502 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Three Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,000 | 2,252 | 24,211 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 16,612 | $ 7,595 | $ 3,512 | $ 23,333 | |||||||||||||||||
[custom:WarrantsExercisedShares] | 16,000 | 20,000 | 9,006 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | $ 45,030 | |||||||||||||||||||
Common Stock Purchase Warrants [Member] | Two Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 20,000 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 9,375 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 8,002 | $ 7,443 | |||||||||||||||||||
[custom:WarrantsExercisedShares] | 9,375 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Two Investor [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 200 | 3,750 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 80 | $ 6,168 | |||||||||||||||||||
Common Stock Purchase Warrants [Member] | Four Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 28,184 | ||||||||||||||||||||
[custom:WarrantsExercisedShares] | 20,000 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Six Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 41,375 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 37,721 | $ 38,630 | |||||||||||||||||||
[custom:WarrantsExercisedShares] | 40,000 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Five Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 27,643 | ||||||||||||||||||||
[custom:WarrantsExercisedShares] | 32,000 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Eight Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 28,521 | ||||||||||||||||||||
[custom:WarrantsExercisedShares] | 45,000 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | One Investor [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 10,000 | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 10,116 | ||||||||||||||||||||
Common Stock Purchase Warrants [Member] | Seven Investors [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 47,000 | 47,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 39,055 | ||||||||||||||||||||
Warrants Issued [Member] | |||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||
Issuance of Stock and Warrants for Services or Claims | $ 89,155 | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 92,500 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jun. 14, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Feb. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 24,211 | 12.5 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 200 | 15,000 | |||||||||||||||
Proceeds from Warrant Exercises | $ 1,000 | $ 75,000 | $ 355,250 | $ 327,500 | |||||||||||||
Proceeds from Issuance of Common Stock | 674,030 | 511,875 | |||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 1,692,907 | $ 225,775 | |||||||||||||||
Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 71,050 | 65,500 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 65,500 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 556,550 | 322,899 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 24,211 | 104,916 | |||||||||||||||
Eight Shareholders [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 461,270 | ||||||||||||||||
Two Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,375 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 4,100 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 20,500 | ||||||||||||||||
Three Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 20,000 | 9,006 | |||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | $ 45,030 | |||||||||||||||
Two Shareholders [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 30,000 | 25,280 | |||||||||||||||
One Shareholders [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 10,000 | 40,000 | |||||||||||||||
Four Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 22,744 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 113,720 | ||||||||||||||||
Three Shareholders [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 30,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 462,889 | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 27,234 | ||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 136,620 | ||||||||||||||||
Common Stock [Member] | Eight Shareholders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 461,270 | ||||||||||||||||
Common Stock [Member] | Two Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 32,000 | 9,375 | |||||||||||||||
Common Stock [Member] | Three Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 16,000 | ||||||||||||||||
Common Stock [Member] | Two Shareholders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 30,000 | 25,280 | |||||||||||||||
Common Stock [Member] | One Shareholders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 10,000 | 40,000 | |||||||||||||||
Common Stock [Member] | Four Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 20,000 | ||||||||||||||||
Common Stock [Member] | Three Shareholders [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 30,000 | ||||||||||||||||
Common Stock [Member] | One Individual [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 200 | 400 | |||||||||||||||
Common Stock [Member] | Six Investors [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Issued | 45,000 | 40,000 | |||||||||||||||
Treasury Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock Repurchased During Period, Shares | 24,134,448 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 140,000 | ||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Conversion of Stock, Shares Converted | 322,899 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 4,550,380 | $ 4,305,806 |
Less: Valuation allowance | (4,550,380) | (4,305,806) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax GAAP loss at U.S. statutory rate | $ (757,587) | $ (414,647) |
Change in valuation allowance | 757,857 | 414,647 |
Income tax expense | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 20,700,000 |
[custom:OperatingLossCarryforwardExpirationDate] | expire in the year 2032 |
Unrecognized Tax Benefits | $ 0 |
Accrued Income Taxes | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2021 | Feb. 28, 2020 | Feb. 28, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 30, 2023 | Feb. 10, 2023 | Oct. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties, Current | $ 186,424 | $ 107,084 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||||||
Stock Issued During Period, Shares, New Issues | 24,211 | 12.5 | ||||||
Payments for Repurchase of Warrants | $ 50,000 | |||||||
Debt Instrument, Interest Rate During Period | 7.00% | 7.00% | ||||||
[custom:ConversionRate-0] | $ 5 | |||||||
Class of Warrant or Right, Outstanding | 2,643,936 | |||||||
Private Placement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 13,125 | |||||||
Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 462,889 | |||||||
Eagle Rock Investments [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||
Richardson And Associates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties, Current | $ 186,424 | $ 107,084 | ||||||
Costs and Expenses, Related Party | 99,340 | $ 128,340 | ||||||
Eagle Rock Investments [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Loans | 250,000 | |||||||
Long-term Line of Credit | $ 250,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 30,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||
Eagle Rock Investments [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Conversion of Stock, Shares Issued | 30,000 | |||||||
Eagle Rock Investments [Member] | Forecast [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Long-term Debt, Current Maturities | $ 50,000 | $ 100,000 | ||||||
Christopher Stuart [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Outstanding | 8,750 | |||||||
Christopher Stuart [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
[custom:ExercisedShares] | 8,750 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 394,148 | $ 1,077,030 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 272,843 | $ 995,894 |
Concentration Risk, Percentage | 69.00% | 92.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021 | Feb. 28, 2020 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Other Expenses | $ 895,000 | ||
Stock Issued During Period, Shares, New Issues | 24,211 | 12.5 | |
During 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Deferred Revenue | $ 390,000 | ||
Stock Issued During Period, Shares, New Issues | 35,000 | ||
During 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Deferred Revenue | $ 400,000 | ||
Stock Issued During Period, Shares, New Issues | 35,000 |