Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 11, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | VISION HYDROGEN Corp | ||
Entity Central Index Key | 0001676580 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 408,682 | ||
Entity Common Stock, Shares Outstanding | 12,897,576 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 7,102 | $ 25,059 |
Prepaid expenses | 8,750 | 4,079 |
Other current assets | 70,000 | |
Current assets held for sale | 1,093,444 | |
Total current assets | 85,852 | 1,122,582 |
Security deposits and other non-current assets | 600 | |
Deferred offering cost | 130,072 | |
Investment in Volt | 175,000 | |
Non-current assets held for sale | 2,215,177 | |
Total non-current assets | 175,000 | 2,345,849 |
Total assets | 260,852 | 3,468,431 |
Current liabilities | ||
Accounts payable and accrued expenses | 69,521 | 157,484 |
Sales and withholding tax payable | 2,552 | |
Current convertible note payable | 80,500 | |
Loan payable | 20,000 | |
Loan payable - related party | 580,232 | |
Accrued interest - related party | 16,515 | |
Current liabilities held for sale | 1,131,193 | |
Total current liabilities | 686,268 | 1,371,729 |
Noncurrent liabilities | ||
Non-current liabilities held for sale | 1,199,984 | |
Total noncurrent liabilities | 1,199,984 | |
Total liabilities | 686,268 | 2,571,713 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock - $0.0001 par value; 100,000,000 shares authorized; 397,867 and 386,276 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively | 40 | 39 |
Additional paid-in capital | 3,059,846 | 2,970,419 |
Accumulated deficit | (3,485,302) | (2,073,740) |
Total stockholders' equity (deficit) | (425,416) | 896,718 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 260,852 | $ 3,468,431 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 397,867 | 386,276 |
Common stock, shares outstanding | 397,867 | 386,276 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||
Total revenue | ||
Cost of goods sold | ||
Direct costs | ||
Total cost of goods sold | ||
Gross profit | ||
Operating expenses | ||
General and administrative expenses | 213,728 | 447,783 |
Management fees - related party | 97,500 | 80,500 |
Total operating expenses | 311,228 | 528,283 |
Loss from operations | (311,228) | (528,283) |
Other expenses | ||
Interest expense | 43,352 | |
Interest expense - related party | 59,298 | 233,345 |
Equity line write off | 129,180 | |
Gain on notes payable cancellation | (81,203) | |
Change in fair value earn-out | 4,875 | 18,463 |
Total other expenses | 155,502 | 251,808 |
Net loss from continuing operations | (466,731) | (780,091) |
Net income (loss) from discontinued operations (including loss on disposal of $789,425) | (944,831) | 67,650 |
Net loss | $ (1,411,562) | $ (712,441) |
Loss per share (continuing operations) | ||
Basic | $ (1.18) | $ (2.04) |
Diluted | (1.18) | (2.04) |
Net income (loss) per share (discontinued operations) | ||
Basic | (2.40) | 0.18 |
Diluted | $ (2.40) | $ 0.18 |
Weighted average common shares outstanding | ||
Basic | 394,197 | 382,233 |
Diluted | 394,197 | 382,233 |
Sales [Member] | ||
Revenue | ||
Total revenue |
Statement of Operations (Parent
Statement of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Loss on disposal of discontinued operation | $ 789,425 | $ 789,425 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Dec. 31, 2018 | $ 38 | $ 2,984,196 | $ (1,361,299) | $ 1,622,935 | |
Balance, shares at Dec. 31, 2018 | 379,302 | ||||
Commitment shares | 45,000 | 45,000 | |||
Commitment shares, shares | 1,500 | ||||
Stock-based compensation | 23,089 | 23,089 | |||
Beneficial conversion feature - related party | 97,500 | 97,500 | |||
Debt extinguishment - related party | (216,460) | (216,460) | |||
Equity financing | $ 1 | 37,094 | 37,095 | ||
Equity financing, shares | 5,474 | ||||
Net loss | (712,441) | (712,441) | |||
Balance at Dec. 31, 2019 | $ 39 | 2,970,419 | (2,073,740) | 896,718 | |
Balance, shares at Dec. 31, 2019 | 386,276 | ||||
Stock-based compensation | 7,993 | 7,993 | |||
Debt extinguishment - related party | 39,954 | 39,954 | |||
Equity financing | 26,020 | 26,020 | |||
Equity financing, shares | 6,302 | ||||
Conversion of first fire convertible notes | $ 1 | 15,460 | 15,461 | ||
Conversion of first fire convertible notes, shares | 5,000 | ||||
Share issuance | |||||
Share issuance, shares | 289 | ||||
Net loss | (1,411,562) | (1,411,562) | |||
Balance at Dec. 31, 2020 | $ 40 | $ 3,059,846 | $ (3,485,302) | $ (425,416) | |
Balance, shares at Dec. 31, 2020 | 397,867 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss from continuing operations | $ (466,731) | $ (780,091) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 50,462 | 14,403 |
Stock-based compensation | 7,993 | 23,089 |
Change in fair value contingent consideration | 4,875 | 18,643 |
Change in operating assets and liabilities: | ||
Other long-term asset | 94,180 | |
Prepaid expenses and other costs | (4,671) | 7,750 |
Accounts payable and accrued expenses | (98,691) | 140,571 |
Net cash used in in operating activities - continuing operations | (412,583) | (575,635) |
Net cash provided by operating activities - discontinued operations | 86,425 | (163,439) |
Net cash used in operating activities | (326,158) | (412,196) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in Volt H2 | (175,000) | |
Cash disposed of in disposition of subsidiaries | (322,101) | |
Net cash used in investing activities - continuing operations | (497,101) | |
Net cash used in investing activities - discontinued operations | (21,031) | (6,587) |
Net cash used in investing activities | (518,132) | (6,587) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from PPP notes payable | 20,000 | |
Proceeds from related party debt | 580,232 | |
Proceeds from issuance of convertible debt | 75,000 | 92,500 |
Legal fees associated with financing | (90,000) | |
Repayment of convertible debt | (90,000) | |
Proceeds from equity financing | 26,020 | 40,122 |
Net cash provided by financing activities - continuing operations | 611,252 | 42,622 |
Net cash provided by (used in) financing activities - discontinued operations | (22,243) | 289,363 |
Net cash provided by financing activities | 589,009 | 331,985 |
Net decrease in cash and cash equivalents | (255,581) | (86,798) |
Effect of foreign currency translation on cash | (15,237) | 5,284 |
Cash and cash equivalents - beginning of period | 277,620 | 359,134 |
Cash and cash equivalents - end of period | 7,102 | 277,620 |
Supplemental disclosure of non-cash investing and financing activities | ||
Beneficial conversion feature | 190,000 | |
Conversion of First Fire convertible notes | $ 15,460 |
Organization and Line of Busine
Organization and Line of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS Vision Hydrogen Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015 as H/Cell Energy Corporation and is based in Jersey City, New Jersey. The Company changed its name to Vision Hydrogen Corporation in October 2020. During the year ended December 31, 2020, the Company took significant steps to transition its hydrogen energy business to focus on hydrogen production on a scaled production plant model. During the period, the Company disposed of its interests in both PVBJ and Pride (See Note 15 “Discontinued Operations”) in order to facilitate this transition. As part of the disposition the Company provided certain post-closing support to both PVBJ and Pride through Q3 2020. On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, the Company made an equity investment into VoltH2 Holdings AG (“VoltH2”), a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently planning to develop a 25MW green hydrogen production site near Vlissingen, Netherlands. The investment was for a total purchase price $175,000, representing a 17.5% equity interest in VoltH2. Effective September 30, 2020 the Company moved its principal office from Dallas, Texas to Jersey City, New Jersey. On September 29, 2020, the Company filed an amendment to and restatement of its Articles of Incorporation with the Secretary of State of the State of Nevada. Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000. The Amendment took effect on October 6, 2020. On October 14, 2020, the Company filed an S-1 registration statement offering up to a maximum of 12,500,000 shares of its common stock for gross proceeds of $2,500,000, before deduction of commissions and offering expenses. The registration statement was declared effective on October 23, 2020. As of the date of this filing, the Company has sold all shares under the registration statement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. On October 6, 2020, the Company effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock and increased its authorized shares of common stock from 25,000,000 to 100,000,000 which is presented on the current period financial statements. All per share amounts have been adjusted for the impact of the reverse stock split. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results, cash flows and the accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries. Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. As of December 31, 2020 and 2019, there was no allowance for doubtful accounts required. Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 0% of the Company’s consolidated total assets as of December 31, 2020 and 41% as of December 31, 2019 which is included on the balance sheet in non-current assets held for sale. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired, and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of December 31, 2020, the Company had no goodwill and has included the write-off of goodwill in the calculation of the loss on disposal of PVBJ (See Note 15 “Discontinued Operations”). Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is zero as of December 31, 2020 due to the disposition of Pride on May 18, 2020. Comprehensive loss is included in discontinued operations on the income statement for the year ended December 31, 2019. Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). For the year ended December 31, 2020, the Company recorded no other comprehensive loss. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations as of December 31, 2020 due to the disposition of Pride on May 18, 2020. For the year ended December 31, 2019, the Company recorded other comprehensive gain of $11,952, which has been reclassified to discontinued operations on the statement of operations. Investments The Company follows Accounting Standards Codification (“ASC”) 321-10-35-2 “Equity Securities without Readily Determinable Fair Values, to account for its ownership interest in noncontrolled entities. Under this guidance, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities and do not qualify for the practical expedient to determine the fair value at net asset value (“NAV”) are not required to be accounted for under the equity method are typically carried at cost (i.e., cost method investments) less accumulated impairment. Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts (“ASC 606”). Under ASC 606 requirements, the Company recognizes revenue from the installation or construction of projects and service or short-term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five-step process is as follows: Identify the Contract with a Customer The Company used to receive almost all of its contracts from only two sources, referrals, or government bids. In a referral, a client that the Company has an ongoing business relationship with refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual services, then the services are considered the only performance obligation. If the contractual services include design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; and 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, it generates a budget of projected costs for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Cash and Cash Equivalents Cash and cash equivalents include cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2020 or 2019. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate and expected dividends. The impact of forfeitures are recorded in the period in which they occur. There are no outstanding awards as of December 31, 2020, Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no fair value measurements as of December 31, 2020. Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: Years Ended December 31, 2020 December 31, 2019 Options to purchase common stock 0 21,250 Convertible debt 0 55,000 Totals 0 76,250 Please refer to Note 10 for a discussion of the decrease for the twelve months ended December 31, 2020 compared to December 31, 2019. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 3. RELATED PARTY TRANSACTIONS The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. There was $86,250 of management fees expensed for the year ended December 31, 2020 and $80,500 for the year ended December 31, 2019 to Turquino Equity LLC (“Turquino”), a former significant shareholder owned by our Chief Executive Officer and Chief Financial Officer. Services provided were continuing the management positions of the Company. On January 2, 2018 and February 8, 2019, the Company and Andrew Hidalgo (“Hidalgo”), completed a Convertible Debenture Agreement whereby Hidalgo, the Company’s Chief Executive Officer, lent us an aggregate of $275,000 (the “Hidalgo Notes”). On January 2, 2018 and February 8, 2019, the Company and Michael Doyle (“Doyle”), a then director of the Company, completed a Convertible Debenture Agreement whereby Doyle lent the Company an aggregate of $275,000 (the “Doyle Notes”). The Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. On January 3, 2020, the Company entered into an amendment agreement (the “Amendment”) with two of its directors (the “Holders”) to convertible notes issued by the Company to the Holders in January 2018 (the “2018 Notes”). Pursuant to the Amendment, which was effective as of January 2, 2020, the maturity date of the 2018 Notes was amended from January 2, 2020 to February 8, 2021, and the Holders waived any defaults that might have occurred prior to the date of the Amendment. As a result of these changes, management determined debt extinguishment which was applied and the new notes were recorded at their fair value resulting in a discount of approximately $40,000 and a gain on extinguishment of this amount recorded to additional paid in capital. May 18, 2020 Purchase and Sale Agreement On May 18, 2020, the Company’s Board of Directors authorized the Company, in accordance with Nevada Statute 78.565, to complete and execute the May 18, 2020 Purchase and Sale Agreement between the Company and Turquino providing for the Company’s sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. Pursuant to Nevada Statute Section 78.565, approval of the Agreement only required the approval of the board of directors and did not require shareholder approval. The Company obtained a valuation of the fair market value of Pride from an independent third party which valued Pride at $425,000. The Agreement provides that the Parties mutually release one another and discharge and release the other party (and their respective current and former officers, directors, employees, shareholders, note holders, attorneys, assigns, agents, representatives, predecessors and successors in interest), from any and all claims, demands, obligations, or causes of action. Hidalgo, our Chief Executive Officer, and a managing member of Turquino, is a related party in connection with the Exchange Agreement, the Notes, and the Agreement. On June 19, 2020, the Company entered into a Promissory Note with Judd Brammah, a director of the Company, for a principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest upon the Promissory Note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company. Effective July 17, 2020, Judd Brammah lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021. Effective July 22, 2020, Judd Brammah lent the Company $299,900 at 6% per annum payable on the due date of June 19, 2021. The Company accrued and expensed $16,515 in interest on these notes in 2020. |
Significant Concentrations of C
Significant Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Significant Concentrations of Credit Risk | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 in total, respectively. As of December 31, 2020 and December 31, 2019, the balance was fully covered under the $250,000 threshold in the United States. In Australia, the balance was $10,563 in excess of the insured limit at December 31, 2019 which is included in current assets held for sale on the balance sheet. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions but does not generally require collateral. There were no accounts receivable as of December 31, 2020. As of December 31, 2019, one of the Company’s accounts receivable was due from one customer at approximately 13%, which is included in current assets held for sale on the balance sheet. |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2020 | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantsWeightedAverageRemainingContractualTerm2 | |
Major Customers | 5. MAJOR CUSTOMERS Due to the sale of Pride and PVBJ the Company had no major customers for the year ended December 31, 2020. During the year ended December 31, 2019, there was one customer with a concentration of 10% or higher of the Company’s revenue, at 14%, which is included in discontinued operations on the income statement. |
Uncompleted Contracts
Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2020 | |
Contractors [Abstract] | |
Uncompleted Contracts | 6. UNCOMPLETED CONTRACTS Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows as of December 31, 2020 and 2019, which are included in current assets and liabilities held for sale on the balance sheet. December 31, 2020 December 31, 2019 Costs incurred on uncompleted contracts $ - $ 465,686 Estimated earnings - 454,132 Costs and estimated earnings earned on uncompleted contracts - 919,818 Billings to date - 750,769 Costs and estimated earnings in excess of billings on uncompleted contracts - 169,049 Costs and earnings in excess of billings on completed contracts - (190,102 ) $ - $ (21,053 ) Costs in excess of billings $ - $ 26,045 Billings in excess of cost - (47,098 ) $ - $ (21,053 ) |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 7. LEASES Operating Leases The Company maintains its principal office at 95 Christopher Columbus Drive, 16 th As of December 31, 2020, the Company had no operating leases except as noted above. As of December 31, 2019, the Company had $87,897 in current operating lease liability and $137,071 in non-current operating lease liability, which have been re-classed to current and non-current assets held for sale on the balance sheet. Finance Leases As of December 31, 2020, the Company had no finance leases. As of December 31, 2019, the Company had $75,743 in current finance leases and $307,804 in non-current finance leases which have been re-classed to current and non-current assets held for sale on the balance sheet. |
Contract Backlog
Contract Backlog | 12 Months Ended |
Dec. 31, 2020 | |
Contract Backlog | |
Contract Backlog | 8. CONTRACT BACKLOG As of December 31, 2020, the Company had no contract backlog. As of December 31, 2019, the Company had a contract backlog approximating $551,850, with anticipated direct costs to completion approximating $454,132, which is included in current assets and liabilities held for sale on the balance sheet and discontinued operations on the balance sheet. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | 9. GOODWILL AND OTHER INTANGIBLES The Company has no goodwill or other intangibles as of December 31, 2020. As of December 31, 2019, the Company had $1,373,621 in goodwill and $63,161 in other intangibles which has been re-classed to non-current assets held for sale on the balance sheet. |
Stock Options Awards and Grants
Stock Options Awards and Grants | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options Awards and Grants | 10. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2019 to December 31, 2020 is as follows: Shares Weighted- Weighted-Average Aggregate Outstanding at December 31, 2019 34,925 $ 6.20 2.40 $ 216,535 Grants - - - - Exercised - - - - Canceled (34,925 ) (6.20 ) (2.40 ) - Outstanding at December 31, 2020 - $ 0.00 - - Exercisable at December 31, 2020 - $ 0.00 - - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s weighted average grant date stock price of $6.20 per share, which would have been received by the option holders had those option holders exercised their options as of that date. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. As of December 31, 2020, there was no unrecognized compensation expense as all option holders had their options forfeited through the sale of Pride and PVBJ. As of December 31, 2019, there was $32,642 of unrecognized compensation expense. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION Prior to the disposition of Pride and PVBJ, the Company’s business was organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. Due to the sale of both Pride and PVBJ (See Note 15 “Discontinued Operations”) the Company operates in only one reportable segment. Please refer to Note 15 and Management’s Discussion and Analysis for further detail. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 12. NOTES PAYABLE QRIDA Loan On May 6, 2020, the Company entered into a loan for $160,410 with the Queensland Rural and Industry Development Authority. (“QRIDA”) The interest rate was 2.5% with a term of ten years and the first year being interest free. Through the disposition of Pride, the Company no longer has this loan as a liability on its balance sheet as of December 31, 2020. 2019 Convertible Note Financing On October 17, 2019, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund LLC (“FirstFire”), an unrelated third party, pursuant to which it issued a $110,000 convertible note (the “2019 Note”) to FirstFire for gross proceeds of $100,000, with an original discount issuance of $10,000. The transaction closed on October 23, 2019 upon receipt of the funds from FirstFire. The Company incurred $5,000 of legal fees for the transaction. Both the legal fees and original issue discount are amortized over the life of the agreement. On May 18, 2020, FirstFire converted $15,450 of the balance due for 5,000 shares at $0.16 per share. The unpaid principal was $75,000 before the conversion and $59,550 after. 2020 Convertible Note Financing On January 15, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with FirstFire, pursuant to which the Company issued a $85,250 principal amount convertible note (the “2020 Note”) for gross proceeds of $77,500, with an original discount issuance of $7,750. The transaction closed on January 16, 2020. The Company incurred $2,500 of legal fees for this transaction. On June 18, 2020, the Company and FirstFire entered into a settlement agreement whereby both the 2019 Note and 2020 Note were cancelled and all remaining amounts due under the above notes were settled for $90,000. The Company has no further obligations with respect to any of the notes under terms of the First Fire Note settlement. The Company incurred $2,289 of interest expense in 2019 and $7,438 in 2020 which both amounts were accrued on the balance sheet. There was an early termination penalty of $19,953. The unamortized discount of the notes was $171,203 on the cancellation date of May 20, 2020. The Notes were cancelled, and all remaining contractual obligations there under were extinguished under terms of a Settlement and Release Agreement which resulted in a gain on the statement of operations of $81,203 for the year ended December 31, 2020. Paycheck Protection Program Loan On May 5, 2020, the Company entered into a term note with Comerica Bank, with a principal amount of $20,000 pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning in November 2022, the Company will make 18 equal monthly payments of principal and interest with the final payment due in April 2022. The PPP Term Note may be accelerated upon the occurrence of an event of default. The PPP Term Note is unsecured and guaranteed by the United States Small Business Administration. The Company may apply to Comerica Bank for forgiveness of the PPP Term Note, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the eight-week period beginning upon receipt of PPP Term Note funds, calculated in accordance with the terms of the CARES Act. The full loan amount of $20,000 is estimated to be forgiven. Director Related Party Note On June 19, 2020, the Company entered into a promissory note with Judd Brammah, a director of the Company, for the principal amount up to $230,332 bearing interest at 6% per annum. The entire principal and interest upon the promissory note are due on June 19, 2021. As of December 31, 2020, $230,332 is due on this promissory note. The promissory note incurred interest expense of $7,328 for the year ended December 31, 2020, which remains outstanding at December 31, 2020. Effective July 17, 2020, Judd Brammah lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021. The Company incurred interest expense of $628 for year ended December 31, 2020. Effective July 22, 2020, Judd Brammah lent the Company $299,900 at 6% per annum payable on the due date of June 19, 2021. The Company incurred interest expense of $7,059 for the year ended December 31, 2020, which remains outstanding at December 31, 2020. |
Equity Purchase Agreement
Equity Purchase Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Equity Purchase Agreement Abstract | |
Equity Purchase Agreement | 13. EQUITY PURCHASE AGREEMENT On March 12, 2019, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) and a registration rights agreement with an accredited investor (the “Investor”), pursuant to which the Investor has agreed to purchase from the Company up to $450,000 in shares (the “Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Additionally, on March 12, 2019, the Company agreed to donate 1,750 shares of common stock to the manager of the Investor. The Company recorded value of these shares at the market price on the grant date and is included in general and administrative expenses. On June 24, 2019, the Company provided written notice to the Investor that the Company elected to terminate the Equity Agreement, effective immediately. No Shares were sold pursuant to the Equity Purchase Agreement. On August 30, 2019, the 1,750 donation shares were returned to the Company and canceled. On July 9, 2019, the Company entered into an equity financing agreement with GHS Investments LLC (the “GHS Financing Agreement”); in connection therewith, the Company filed a Form S-1 Registration Statement (the “S-1”) registering up to 1,750 Common Stock Shares, which S-1 was declared effective on July 31, 2019. On May 19, 2020, the Company filed a Post-Effective Amendment No. 1 on Form S-1 amending the S-1 to deregister all securities registered pursuant to said S-1, which as of the date of such Amendment, 22,513 Common Stock Shares were unissued (the “Post Effective S-1”). The Post Effective S-1 was declared effective on May 21, 2020, at which time the Offering described in the S-1 was terminated, as well as the contractual obligations under the GHS Financing Agreement. The Company incurred $135,000 of costs associated with the financing, which were subsequently amortized with the issue of shares and the remainder written off in the second quarter of 2020. In October 2020, the Company filed a registration statement on Form S-1 with the Securities and Exchange Commission, whereby the Company registered 12.5 million shares of its common stock for sale as a company offering. The registration statement was declared effective in October 2020. The Company incurred $70,000 of costs associated with the financing, which are deferred until the proceeds are received at which point they are netted against the proceeds. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 14. RECENT ACCOUNTING PRONOUNCEMENTS In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard became effective for the Company January 1, 2020, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. 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. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 15. DISCONTINUED OPERATIONS Sale of PVBJ On April 21, 2020, the Company’s Board of Directors authorized its resale of PVBJ pursuant to the following terms: (a) the outstanding $221,800 earn-out liability that was used as consideration towards the purchase of PVBJ; (b) Paul Benis agreed to apply the remaining salary due to him, as prorated from the Closing Date to the expiration date of the Employment Agreement (January 31, 2021), to the purchase of PVBJ by Benis Holdings LLC as additional consideration thereof and (c) as additional consideration for the purchase of PVBJ by Benis Holdings LLC, PVBJ shall continue to be responsible for the line of credit (see below). Sale of Pride On May 18, 2020, the Company executed a Purchase and Sale Agreement with Turquino providing for its sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. The gain/loss on discontinued operations consists of the following: December 31, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on sale of assets $ (1,169,366 ) Pride Proceeds on sale (assumption of debt) $ 500,321 Less net asset value (120,380 ) Gain on sale of assets $ 379,941 The results of discontinued operations are as follows: Year ended December 31, 2020 Year ended December 31, 2019 PVBJ Revenue Sales $ 722,786 $ 2,873,796 Total revenue 722,786 2,873,796 Cost of goods sold Direct costs 560,328 2,152,120 Total cost of goods sold $ 560,328 $ 2,152,120 Selling, general and administrative 230,807 665,507 Net income (loss) for period $ (68,349 ) $ 56,169 Year ended December 31, 2020 Year ended December 31, 2019 Pride Revenue Sales $ 1,474,460 $ 3,943,528 Total revenue 1,474,460 3,943,528 Cost of goods sold Direct costs 1,121,121 2,702,758 Total cost of goods sold $ 1,121,121 $ 2,702,758 Selling, general and administrative 440,396 11,481 Net income (loss) for period $ (87,057 ) $ 11,481 Gain (loss) from discontinued operations: Results from discontinued operations $ (155,406 ) $ 67,650 Loss on disposal of assets (789,425 ) - Loss from discontinued operations $ (944,831 ) $ 67,650 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 16. GOING CONCERN At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19), a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, the Company has sold its office in the U.S and Australia. The Company will continue to monitor the situation closely and it is possible that it will implement further measures. In light of the uncertainty as to the severity and duration of the pandemic, the impact on the Company’s revenues, profitability and financial position is uncertain at this time. As reflected in the yearly financial statements, the Company has a net loss of $1,411,562 and net operating cash in continuing operations used of $412,528 for the year ended December 31, 2020. In addition, the Company is a start up in the renewable energy space and has generated no revenues to date. Due to the sale of PVBJ and Pride, the Company has extinguished liabilities on its balance sheet such as the line of credit that was due in August 2020, earn out payable, and other notes and finance leases payables relating to vehicles. The Company also generated proceeds of $580,232 from a related party note in 2020 along with $2,500,000 from the public sale of common stock in the first quarter of 2021. The related party note has been further converted into equity therefore not having to be repaid. Management has evaluated the significance of these conditions and under these circumstances expects that its current cash resources, operating cash flows and ability to secure financing would be sufficient to sustain operations for a period greater than one year from the annual report issuance date. Therefore, the conditions identified above have been alleviated. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Fair Value Disclosure [Abstract] | |
Investments | 17. INVESTMENTS On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, the Company made an equity investment of 175,000 shares into VoltH2 Holdings AG (“VoltH2”), a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently developing a 25MW green hydrogen production site near Vlissingen, Netherlands. The investment was for a total purchase price of $175,000, representing a 17.5% equity interest in VoltH2. Due to the lack of readily determinable fair value of VoltH2, and because this investment does not qualify for the practical expedient to determine fair value using NAV, this investment has been recorded at cost. The Company will continually evaluate the treatment of this investment each reporting period to determine if a fair value can be determined, and if so will reassess the accounting for this investment. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 18. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2019, 2018 and 2017 income tax returns are still open for examination by the taxing authorities. The components of income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, Current 2020 2019 U.S. Federal $ - $ - U.S. State and local - - Australia - - Total current tax expense - - Year Ended December 31, Deferred 2020 2019 U.S. Federal $ - $ - U.S. State and local - - Australia - - Total deferred - - Total deferred income tax expense - - At December 31, 2020 and 2019, the Company had deferred tax assets from continuing operations of $1,050,000 and $530,000, respectively, against which a valuation allowance of $1,050,000 and $530,000, respectively, had been recorded. The change in the valuation allowance for the year ended December 31, 2020 was an increase of $520,000. The increase in the valuation allowance for the year ended December 31, 2020 was mainly attributable to an increase in the capital loss carryforward, which resulted in an increase in the Company’s deferred tax asset. The Company periodically assesses the likelihood that it will be able to recover the deferred tax asset. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income. Significant components of deferred tax assets from continuing operations at December 31, 2020 and 2019 were as follows: December 31, Deferred tax assets: 2020 2019 Net operating loss carryforward 373,000 371,000 Capital loss carryforward 677,000 -0 - Share-based compensation -0- 159,000 Gross deferred tax asset 1,050,000 530,000 Less: valuation allowance (1,050,000 ) (530,000 ) Net deferred tax assets -- -- A reconciliation of the federal statutory tax rate and the effective tax rates from continuing operations for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (13.5 ) 7.1 Non-deductible expenses (2.2 ) -0 - Deferred tax asset write-down (38.2 ) -0 - Change in valuation allowance 32.9 (28.1 ) Effective tax rate 0.0 % 0.0 % The Company had approximately $1,327,000 and $1,236,000 of gross net operating loss (“NOL”) carryforwards (U.S. federal and state) as of December 31, 2020 and 2019, respectively, of which approximately $241,000 expires in 2035 through and 2037 for U.S. federal purposes, and the remaining NOL does not expire for U.S. federal purposes. The total NOL expires between 2035 and 2040 for U.S. state purposes. The Company also had approximately $2,407,000 of capital loss carryforwards that expires in 2025 for U.S. federal and state purposes. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the utilization of the NOL carryforwards may be limited. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 19. LOSS PER SHARE The following table sets forth the information needed to compute basic and diluted loss per share: Continuing Operations: Year Ended Year Ended Net loss from continuing operations $ (461,731 ) $ (780,091 ) Weighted average common shares outstanding 394,197 382,233 Basic net loss per share $ (1.18 ) $ (2.04 ) Diluted net loss per share $ (1.18 ) $ (2.04 ) Discontinued Operations: Year Ended Year Ended Net loss $ (944,381 ) $ 67,650 Weighted average common shares outstanding 394,197 382,233 Basic net loss per share $ (2.40 ) $ 0.18 Diluted net loss per share $ (2.40 ) $ 0.18 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. SUBSEQUENT EVENTS On January 21, 2021, the PPP Term Note was forgiven. On January 29, 2021, Judd Brammah, a Director of the Company, converted his note and interest payable totaling $596,747, together with an additional cash payment of $3,253 for a total of $600,000 into 3,000,000 shares of the Company pursuant to the Company public offering of common stock on the Form S-1 registration statement. As of January 31, 2021, the Company sold 12,500,000 shares of its common stock for gross proceeds of $2,5000,000 pursuant to the Company public offering of common stock on the Form S-1 registration statement. The proceeds will be used for general working capital. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. On October 6, 2020, the Company effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock and increased its authorized shares of common stock from 25,000,000 to 100,000,000 which is presented on the current period financial statements. All per share amounts have been adjusted for the impact of the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results, cash flows and the accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. As of December 31, 2020 and 2019, there was no allowance for doubtful accounts required. |
Goodwill and Finite-Lived Intangible Assets | Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 0% of the Company’s consolidated total assets as of December 31, 2020 and 41% as of December 31, 2019 which is included on the balance sheet in non-current assets held for sale. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired, and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of December 31, 2020, the Company had no goodwill and has included the write-off of goodwill in the calculation of the loss on disposal of PVBJ (See Note 15 “Discontinued Operations”). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is zero as of December 31, 2020 due to the disposition of Pride on May 18, 2020. Comprehensive loss is included in discontinued operations on the income statement for the year ended December 31, 2019. |
Currency Translation | Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). For the year ended December 31, 2020, the Company recorded no other comprehensive loss. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations as of December 31, 2020 due to the disposition of Pride on May 18, 2020. For the year ended December 31, 2019, the Company recorded other comprehensive gain of $11,952, which has been reclassified to discontinued operations on the statement of operations. |
Investments | Investments The Company follows Accounting Standards Codification (“ASC”) 321-10-35-2 “Equity Securities without Readily Determinable Fair Values, to account for its ownership interest in noncontrolled entities. Under this guidance, equity securities that do not have readily determinable fair values (i.e., non-marketable equity securities and do not qualify for the practical expedient to determine the fair value at net asset value (“NAV”) are not required to be accounted for under the equity method are typically carried at cost (i.e., cost method investments) less accumulated impairment. Investments of this nature are initially recorded at cost. Income is recorded for dividends received that are distributed from net accumulated earnings of the noncontrolled entity subsequent to the date of investment. Dividends received in excess of earnings subsequent to the date of investment are considered a return of investment and are recorded as reductions in the cost of the investment. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts (“ASC 606”). Under ASC 606 requirements, the Company recognizes revenue from the installation or construction of projects and service or short-term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five-step process is as follows: Identify the Contract with a Customer The Company used to receive almost all of its contracts from only two sources, referrals, or government bids. In a referral, a client that the Company has an ongoing business relationship with refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual services, then the services are considered the only performance obligation. If the contractual services include design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; and 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, it generates a budget of projected costs for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2020 or 2019. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate and expected dividends. The impact of forfeitures are recorded in the period in which they occur. There are no outstanding awards as of December 31, 2020, |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories: ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no fair value measurements as of December 31, 2020. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: Years Ended December 31, 2020 December 31, 2019 Options to purchase common stock 0 21,250 Convertible debt 0 55,000 Totals 0 76,250 Please refer to Note 10 for a discussion of the decrease for the twelve months ended December 31, 2020 compared to December 31, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share | Dilutive securities for the periods presented are as follows: Years Ended December 31, 2020 December 31, 2019 Options to purchase common stock 0 21,250 Convertible debt 0 55,000 Totals 0 76,250 |
Uncompleted Contracts (Tables)
Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contractors [Abstract] | |
Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts | Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows as of December 31, 2020 and 2019, which are included in current assets and liabilities held for sale on the balance sheet. December 31, 2020 December 31, 2019 Costs incurred on uncompleted contracts $ - $ 465,686 Estimated earnings - 454,132 Costs and estimated earnings earned on uncompleted contracts - 919,818 Billings to date - 750,769 Costs and estimated earnings in excess of billings on uncompleted contracts - 169,049 Costs and earnings in excess of billings on completed contracts - (190,102 ) $ - $ (21,053 ) Costs in excess of billings $ - $ 26,045 Billings in excess of cost - (47,098 ) $ - $ (21,053 ) |
Stock Options Awards and Gran_2
Stock Options Awards and Grants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2019 to December 31, 2020 is as follows: Shares Weighted- Weighted-Average Aggregate Outstanding at December 31, 2019 34,925 $ 6.20 2.40 $ 216,535 Grants - - - - Exercised - - - - Canceled (34,925 ) (6.20 ) (2.40 ) - Outstanding at December 31, 2020 - $ 0.00 - - Exercisable at December 31, 2020 - $ 0.00 - - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Gain/loss on Discontinued Operations | The gain/loss on discontinued operations consists of the following: December 31, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on sale of assets $ (1,169,366 ) Pride Proceeds on sale (assumption of debt) $ 500,321 Less net asset value (120,380 ) Gain on sale of assets $ 379,941 Gain (loss) from discontinued operations: Results from discontinued operations $ (155,406 ) $ 67,650 Loss on disposal of assets (789,425 ) - Loss from discontinued operations $ (944,831 ) $ 67,650 |
Schedule of Discontinued Operations | The results of discontinued operations are as follows: Year ended December 31, 2020 Year ended December 31, 2019 PVBJ Revenue Sales $ 722,786 $ 2,873,796 Total revenue 722,786 2,873,796 Cost of goods sold Direct costs 560,328 2,152,120 Total cost of goods sold $ 560,328 $ 2,152,120 Selling, general and administrative 230,807 665,507 Net income (loss) for period $ (68,349 ) $ 56,169 Year ended December 31, 2020 Year ended December 31, 2019 Pride Revenue Sales $ 1,474,460 $ 3,943,528 Total revenue 1,474,460 3,943,528 Cost of goods sold Direct costs 1,121,121 2,702,758 Total cost of goods sold $ 1,121,121 $ 2,702,758 Selling, general and administrative 440,396 11,481 Net income (loss) for period $ (87,057 ) $ 11,481 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) from continuing operations are as follows: Year Ended December 31, Current 2020 2019 U.S. Federal $ - $ - U.S. State and local - - Australia - - Total current tax expense - - Year Ended December 31, Deferred 2020 2019 U.S. Federal $ - $ - U.S. State and local - - Australia - - Total deferred - - Total deferred income tax expense - - |
Schedule of Components of Deferred Tax Assets | Significant components of deferred tax assets from continuing operations at December 31, 2020 and 2019 were as follows: December 31, Deferred tax assets: 2020 2019 Net operating loss carryforward 373,000 371,000 Capital loss carryforward 677,000 -0 - Share-based compensation -0- 159,000 Gross deferred tax asset 1,050,000 530,000 Less: valuation allowance (1,050,000 ) (530,000 ) Net deferred tax assets -- -- |
Schedule of Reconciliation of Federal Statutory Tax Rate and Effective Tax Rates | A reconciliation of the federal statutory tax rate and the effective tax rates from continuing operations for the years ended December 31, 2020 and 2019 were as follows: For the Year Ended December 31, 2020 2019 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (13.5 ) 7.1 Non-deductible expenses (2.2 ) -0 - Deferred tax asset write-down (38.2 ) -0 - Change in valuation allowance 32.9 (28.1 ) Effective tax rate 0.0 % 0.0 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Compute Basic and Diluted Loss Per Share Continued and Discontinued | The following table sets forth the information needed to compute basic and diluted loss per share: Continuing Operations: Year Ended Year Ended Net loss from continuing operations $ (461,731 ) $ (780,091 ) Weighted average common shares outstanding 394,197 382,233 Basic net loss per share $ (1.18 ) $ (2.04 ) Diluted net loss per share $ (1.18 ) $ (2.04 ) Discontinued Operations: Year Ended Year Ended Net loss $ (944,381 ) $ 67,650 Weighted average common shares outstanding 394,197 382,233 Basic net loss per share $ (2.40 ) $ 0.18 Diluted net loss per share $ (2.40 ) $ 0.18 |
Organization and Line of Busi_2
Organization and Line of Business (Details Narrative) - USD ($) | Oct. 23, 2020 | Oct. 06, 2020 | Aug. 12, 2020 | Dec. 31, 2020 | Oct. 05, 2020 | Dec. 31, 2019 |
Equity interest, percentage | 50.00% | |||||
Reverse stock split of issued and outstanding share of common stock | one-for-twenty (1:20) reverse split | |||||
Common stock, authorized shares | 100,000,000 | 100,000,000 | 25,000,000 | 100,000,000 | ||
Common stock, shares issued | 12,500,000 | 397,867 | 386,276 | |||
Proceeds from issuance of common stock | $ 2,500,000 | |||||
VoltH2 Holdings AG [Member] | ||||||
Payment for investment | $ 175,000 | |||||
Equity interest, percentage | 17.50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Oct. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 05, 2020 |
Accounting Policies [Abstract] | ||||
Reverse stock split of issued and outstanding share of common stock | one-for-twenty (1:20) reverse split | |||
Common stock, authorised shares | 100,000,000 | 100,000,000 | 100,000,000 | 25,000,000 |
Allowance for doubtful accounts | ||||
Amortized finite estimated useful lives | 5 years | |||
Total identifiable assets percentage | 0.00% | 41.00% | ||
Other comprehensive gain (loss) from translation | $ 11,952 | |||
Cash equivalents |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Totals | 0 | 76,250 |
Options to Purchase Common Stock [Member] | ||
Totals | 0 | 21,250 |
Convertible Debt [Member] | ||
Totals | 0 | 55,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 22, 2020 | Jul. 17, 2020 | Jun. 19, 2020 | May 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 08, 2019 | Jan. 02, 2018 |
Debt discount | $ 395,000 | |||||||
Debt extinguishment discount | 40,000 | |||||||
Accrued interest | 16,515 | |||||||
Promissory Note [Member] | Judd Brammah [Member] | ||||||||
Convertible debentures, principal amount | $ 230,332 | |||||||
Convertible debentures interest rate, percentage | 6.00% | |||||||
Debt instrument maturity date | Jun. 19, 2021 | |||||||
Promissory Note [Member] | Judd Brammah [Member] | ||||||||
Convertible debentures, principal amount | $ 299,900 | $ 50,000 | ||||||
Convertible debentures interest rate, percentage | 6.00% | 6.00% | ||||||
Debt instrument maturity date | Jun. 19, 2021 | Jun. 19, 2021 | ||||||
Convertible Debenture Agreement [Member] | Hidalgo Notes [Member] | ||||||||
Convertible debentures, principal amount | $ 275,000 | $ 275,000 | ||||||
Convertible Debenture Agreement [Member] | Doyle Notes [Member] | ||||||||
Convertible debentures, principal amount | $ 275,000 | $ 275,000 | ||||||
Sale Agreement [Member] | ||||||||
Purchase and sale agreement, description | The Company's Board of Directors authorized the Company, in accordance to Nevada Statute 78.565, to complete and execute the May 18, 2020 Purchase and Sale Agreement between the Company and Turquino providing for the Company's sale of 100% of Pride's outstanding stock Pride to Turquino in return for Turquino's assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the "Agreement"). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. Pursuant to Nevada Statute Section 78.565, approval of the Agreement only required the approval of the board of directors and did not require shareholder approval. The Company obtained a valuation of the fair market value of Pride from an independent third party which valued Pride at $425,000. | |||||||
Turquino Equity LLC [Member] | ||||||||
Management expenses | $ 86,250 | $ 80,500 |
Significant Concentrations of_2
Significant Concentrations of Credit Risk (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2020 | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentrations of credit risk percentage | 13.00% | |
FDIC, Australian Securities and Investments Commission [Member] | ||
FDIC insured limit amount | $ 186,000 | |
United States and Australia [Member] | Maximum [Member] | ||
FDIC insured limit amount | 250,000 | |
US [Member] | ||
Balance threshold amount | $ 250,000 | $ 250,000 |
Australia [Member] | ||
Balance threshold amount | $ 10,563 |
Major Customers (Details Narrat
Major Customers (Details Narrative) - Sales Revenue [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Concentrations of credit risk percentage | 14.00% | |
No Major Customers [Member] | ||
Concentrations of credit risk percentage | 0.00% | |
Unrelated Customer One [Member] | ||
Concentrations of credit risk percentage | 10.00% |
Uncompleted Contracts - Summary
Uncompleted Contracts - Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Contractors [Abstract] | ||
Costs incurred on uncompleted contracts | $ 465,686 | |
Estimated earnings | 454,132 | |
Costs and estimated earnings earned on uncompleted contracts | 919,818 | |
Billings to date | 750,769 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 169,049 | |
Costs and earnings in excess of billings on completed contracts | (190,102) | |
Costs in excess of billings | 26,045 | |
Billings in excess of cost | (47,098) | |
Costs, estimated earnings and billings on uncompleted contracts | $ (21,053) |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost, per month | $ 99 | ||
Operating Lease Liability [Member] | |||
Operating lease liability, current | $ 87,897 | ||
Operating lease liability, non current | 137,071 | ||
Finance lease liability, current | 75,743 | ||
Finance lease liability, non current | $ 307,804 |
Contract Backlog (Details Narra
Contract Backlog (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Backlog | ||
Contract backlog | $ 551,850 | |
Direct costs | $ 454,132 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 1,373,621 | |
Other intangibles | $ 63,161 |
Stock Options Awards and Gran_3
Stock Options Awards and Grants (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Weighted average grant date stock price, per share | $ 6.20 | |
Unrecognized compensation expense | $ 32,642 |
Stock Options Awards and Gran_4
Stock Options Awards and Grants - Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares, Outstanding at beginning | shares | 34,925 |
Number of Shares, Grants | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Canceled | shares | (34,925) |
Number of Shares, Outstanding at end | shares | |
Number of Shares, Exercisable at end | shares | |
Weighted-Average Exercise Price, Outstanding at beginning | $ 6.20 |
Weighted-Average Exercise Price, Grants | |
Weighted-Average Exercise Price, Exercised | |
Weighted-Average Exercise Price, Canceled | (6.20) |
Weighted-Average Exercise Price, Outstanding at end | 0 |
Weighted-Average Exercise Price, Exercisable at end | $ 0 |
Weighted-Average Remaining Contractual Term, Outstanding at beginning | 2 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Grants | 0 years |
Weighted-Average Remaining Contractual Term, Canceled | 2 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Outstanding at end | 0 years |
Weighted-Average Remaining Contractual Term, Exercisable at end | 0 years |
Aggregate Intrinsic Value, Outstanding at beginning | $ | $ 216,535 |
Aggregate Intrinsic Value, Grants | |
Aggregate Intrinsic Value, Exercised | $ | |
Aggregate Intrinsic Value, Canceled | |
Aggregate Intrinsic Value, Outstanding at end | $ | |
Aggregate Intrinsic Value, Exercisable at end | $ |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 1 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jul. 22, 2020 | Jul. 17, 2020 | Jun. 19, 2020 | Jun. 18, 2020 | May 18, 2020 | May 06, 2020 | Jan. 15, 2020 | Oct. 17, 2019 | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 20, 2020 | May 05, 2020 |
Gross proceeds from notes payable | $ 20,000 | ||||||||||||
Debt, original issue discount | 395,000 | ||||||||||||
Gain (loss) on extinguishment of debt | (81,203) | ||||||||||||
Interest expense of related party | 59,298 | 233,345 | |||||||||||
QRIDA Loan [Member] | |||||||||||||
Proceeds from loans | $ 160,410 | ||||||||||||
Debt instrument, interest rate | 2.50% | ||||||||||||
Debt term | 10 years | ||||||||||||
2020 Note [Member] | |||||||||||||
Debt, original issue discount | $ 171,203 | ||||||||||||
Interest expense, debt | 7,438 | $ 2,289 | |||||||||||
Debt termination penalty | 19,953 | ||||||||||||
Promissory Note One [Member] | Judd Brammah [Member] | |||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||
Debt instrument, face value | $ 230,332 | 230,332 | |||||||||||
Debt description | The entire principal and interest upon the promissory note are due on June 19, 2021. | ||||||||||||
Interest expense of related party | 7,328 | ||||||||||||
Promissory Note Two [Member] | Judd Brammah [Member] | |||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||
Debt instrument, face value | $ 50,000 | ||||||||||||
Debt description | Effective July 17, 2020, Judd Brammah lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021. | ||||||||||||
Interest expense of related party | 628 | ||||||||||||
Promissory Note Three [Member] | Judd Brammah [Member] | |||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||
Debt instrument, face value | $ 299,900 | ||||||||||||
Debt description | Effective July 22, 2020, Judd Brammah lent the Company $299,900 at 6% per annum payable on the due date of June 19, 2021. | ||||||||||||
Interest expense of related party | 7,059 | ||||||||||||
Securities Purchase Agreement [Member] | First Fire Global Opportunities Fund LLC [Member] | |||||||||||||
Debt converted of shares, value | $ 15,450 | ||||||||||||
Debt converted of shares | 5,000 | ||||||||||||
Debt instrument conversion price per share | $ 0.16 | ||||||||||||
Debt unpaid principal carrying amount, before conversion | $ 75,000 | ||||||||||||
Debt unpaid principal carrying amount, after conversion | $ 59,550 | ||||||||||||
Securities Purchase Agreement [Member] | First Fire Global Opportunities Fund LLC [Member] | Settlement of Both 2019 and 2020 Notes [Member] | |||||||||||||
Settled amount | $ 90,000 | ||||||||||||
Gain (loss) on extinguishment of debt | $ 81,203 | ||||||||||||
Securities Purchase Agreement [Member] | First Fire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | |||||||||||||
Debt instrument, face value | $ 110,000 | ||||||||||||
Gross proceeds from notes payable | 100,000 | ||||||||||||
Debt, original issue discount | 10,000 | ||||||||||||
Legal fees | $ 5,000 | ||||||||||||
Securities Purchase Agreement [Member] | First Fire Global Opportunities Fund LLC [Member] | 2020 Note [Member] | |||||||||||||
Debt instrument, face value | $ 85,250 | ||||||||||||
Gross proceeds from notes payable | 77,500 | ||||||||||||
Debt, original issue discount | 7,750 | ||||||||||||
Legal fees | $ 2,500 | ||||||||||||
Paycheck Protection Program Loan [Member] | PPP Term Note [Member] | Comerica Bank [Member] | |||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||
Debt instrument, face value | $ 20,000 | ||||||||||||
Debt description | The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning in November 2022, the Company will make 18 equal monthly payments of principal and interest with the final payment due in April 2022. | ||||||||||||
Debt forgiveness | $ 20,000 |
Equity Purchase Agreement - (De
Equity Purchase Agreement - (Details Narrative) - USD ($) | Aug. 30, 2019 | Jul. 09, 2019 | Mar. 12, 2019 | Oct. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2020 |
Number of shares issued for common stock, value | ||||||
Sale of stock, number of shares issued in transaction | 12,500,000 | |||||
Shares issuance costs | $ 70,000 | |||||
Equity Purchase Agreement [Member] | Investor [Member] | ||||||
Number of donate shares to common stock | 1,750 | |||||
Number of donate shares returned and canceled | 1,750 | |||||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||||
Number of shares issued for common stock, value | $ 450,000 | |||||
Equity Financing Agreement [Member] | GHS Investments LLC [Member] | ||||||
Number of shares issued for common stock, value | $ 1,750 | |||||
Equity financing agreement, description | The Company entered into an equity financing agreement with GHS Investments LLC (the "GHS Financing Agreement"); in connection therewith, the Company filed a Form S-1 Registration Statement (the "S-1") registering up to 1,750 Common Stock Shares, which S-1 was declared effective on July 31, 2019. On May 19, 2020, the Company filed a Post-Effective Amendment No. 1 on Form S-1 amending the S-1 to deregister all securities registered pursuant to said S-1, which as of the date of such Amendment, 22,513 Common Stock Shares were unissued (the "Post Effective S-1"). The Post Effective S-1 was declared effective on May 21, 2020, at which time the Offering described in the S-1 was terminated, as well as the contractual obligations under the GHS Financing Agreement. The Company incurred $135,000 of costs associated with the financing, which were subsequently amortized with the issue of shares and the remainder written off in the second quarter of 2020. | |||||
Financing cost amortized | $ 135,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | May 18, 2020 | Apr. 21, 2020 | Dec. 31, 2020 |
Equity ownership percentage | 50.00% | ||
PVBJ Inc. [Member] | |||
Earn-out liability | $ 221,800 | ||
The Pride Group (QLD) Pty Ltd [Member] | Purchase and Sale Agreement [Member] | |||
Equity ownership percentage | 100.00% | ||
Reduction in debt obligations | $ 600,000 | ||
Note obligation reducement description | The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Gain/loss on Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Results from discontinued operations | $ (155,406) | $ 67,650 |
Loss on disposal of assets | (789,425) | |
Loss from discontinued operations | (944,831) | $ 67,650 |
PVBJ Inc. [Member] | ||
Less: net asset value | (1,383,440) | |
Gain/loss on sale of assets | (1,169,366) | |
PVBJ Inc. [Member] | Earn-out Payable Exchange [Member] | ||
Proceeds on sale | 214,074 | |
The Pride Group (QLD) Pty Ltd [Member] | ||
Less: net asset value | (120,380) | |
Gain/loss on sale of assets | 379,941 | |
The Pride Group (QLD) Pty Ltd [Member] | Assumptions of Debt [Member] | ||
Proceeds on sale | $ 500,321 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) for period | $ 789,425 | $ 789,425 |
Total current assets | 1,093,444 | |
Non-current assets of discontinued operations | 2,215,177 | |
Total current liabilities | 1,131,193 | |
Total noncurrent liabilities | 1,199,984 | |
PVBJ Inc. [Member] | ||
Total revenue | 722,786 | 2,873,796 |
Direct costs | 560,328 | 2,152,120 |
Total cost of goods sold | 560,328 | 2,152,120 |
Selling, general and administrative | 230,807 | 665,507 |
Net income (loss) for period | (68,349) | 56,169 |
Cash and cash equivalents | 55,856 | |
Accounts receivable | 354,129 | |
Prepaid expenses | 9,071 | |
Costs and earnings in excess of billings | ||
Total current assets | 419,056 | |
Property and equipment, net | 387,391 | |
Security deposits and other non-current assets | ||
Deferred tax asset | ||
Customer lists, net | 63,161 | |
Right of use asset | ||
Goodwill | 1,373,621 | |
Non-current assets of discontinued operations | 1,824,173 | |
Total assets | 2,243,229 | |
Accounts payable and accrued expenses | 94,104 | |
Billings in excess of costs and earnings | ||
Sales and withholding tax payable | ||
Current operating lease liability | ||
Current equipment notes payable | 9,653 | |
Current line of credit | 269,746 | |
Current finance lease payable | 75,743 | |
Income tax payable | ||
Total current liabilities | 449,246 | |
Earn-out payable | 209,199 | |
Lease operating liability | ||
Finance leases | 307,804 | |
Equipment notes payable | 38,913 | |
Convertible notes payable - related party, net of discounts | ||
Total noncurrent liabilities | 555,916 | |
Total liabilities | 1,005,162 | |
PVBJ Inc. [Member] | Sales [Member] | ||
Total revenue | 722,786 | 2,873,796 |
The Pride Group (QLD) Pty Ltd [Member] | ||
Total revenue | 1,474,460 | 3,943,528 |
Direct costs | 1,121,121 | 2,702,758 |
Total cost of goods sold | 1,121,121 | 2,702,758 |
Selling, general and administrative | 440,396 | 11,481 |
Net income (loss) for period | (87,057) | 11,481 |
Cash and cash equivalents | 196,705 | |
Accounts receivable | 449,530 | |
Prepaid expenses | 2,108 | |
Costs and earnings in excess of billings | 26,045 | |
Total current assets | 674,388 | |
Property and equipment, net | 90,847 | |
Security deposits and other non-current assets | 31,633 | |
Deferred tax asset | 46,000 | |
Customer lists, net | ||
Right of use asset | 222,524 | |
Goodwill | ||
Non-current assets of discontinued operations | 391,004 | |
Total assets | 1,065,392 | |
Accounts payable and accrued expenses | 450,545 | |
Billings in excess of costs and earnings | 47,098 | |
Sales and withholding tax payable | 37,199 | |
Current operating lease liability | 87,897 | |
Current equipment notes payable | 17,782 | |
Current line of credit | ||
Current finance lease payable | ||
Income tax payable | 41,426 | |
Total current liabilities | 681,947 | |
Earn-out payable | ||
Lease operating liability | 137,071 | |
Finance leases | ||
Equipment notes payable | 33,227 | |
Convertible notes payable - related party, net of discounts | 473,770 | |
Total noncurrent liabilities | 644,068 | |
Total liabilities | 1,326,015 | |
The Pride Group (QLD) Pty Ltd [Member] | Sales [Member] | ||
Total revenue | $ 1,474,460 | $ 3,943,528 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Oct. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net Loss | $ (1,411,562) | $ (712,441) | ||
Net cash used in operations | (412,583) | (575,635) | ||
Proceeds from related party debt | $ 580,232 | |||
Sale of common stock | $ 2,500,000 | |||
Subsequent Event [Member] | ||||
Sale of common stock | $ 2,500,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Aug. 12, 2020 | Dec. 31, 2020 |
Equity interest, percentage | 50.00% | |
VoltH2 Holdings AG [Member] | ||
Equity investment shares | 175,000 | |
Payment for investment | $ 175,000 | |
Equity interest, percentage | 17.50% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Gross deferred tax assets | $ 1,050,000 | $ 530,000 |
Deferred tax assets valuation allowance | 1,050,000 | 530,000 |
Change in the valuation allowance | 520,000 | |
Gross net operating loss carryforwards | $ 1,327,000 | $ 1,236,000 |
Net operating loss carryforwards expiration description | Which approximately $241,000 expires in 2035 through and 2037 for U.S. federal purposes, and the remaining NOL does not expire for U.S. federal purposes. The total NOL expires between 2035 and 2040 for U.S. state purposes. The Company also had approximately $2,407,000 of capital loss carryforwards that expires in 2025 for U.S. federal and state purposes. | |
Ownership percentage | 50.00% | |
Expires In 2035 Through and 2037 [Member] | ||
Gross net operating loss carryforwards | $ 241,000 | |
Expires In 2025 [Member] | ||
Gross net operating loss carryforwards | $ 2,407,000 |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current, U.S. Federal | ||
Current, U.S. State and local | ||
Current, Australia | ||
Total current tax expense | ||
Deferred, U.S. Federal | ||
Deferred, U.S. State and local | ||
Deferred, Australia | ||
Total deferred | ||
Total deferred income tax expense |
Income Tax - Schedule of Comp_2
Income Tax - Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 373,000 | $ 371,000 |
Capital loss carryforward | 677,000 | 0 |
Share-based compensation | 0 | 159,000 |
Gross deferred tax asset | 1,050,000 | 530,000 |
Less: valuation allowance | (1,050,000) | (530,000) |
Net deferred tax assets |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of Federal Statutory Tax Rate and Effective Tax Rates (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | (13.50%) | 7.10% |
Non-deductible expenses | (2.20%) | 0.00% |
Deferred tax asset write-down | (38.20%) | 0.00% |
Change in valuation allowance | 32.90% | (28.10%) |
Effective tax rate | 0.00% | 0.00% |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Compute Basic and Diluted Loss Per Share Continued and Discontinued (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss from continuing operations | $ (466,731) | $ (780,091) |
Weighted average common shares outstanding | 394,197 | 382,233 |
Basic net loss per share | $ (1.18) | $ (2.04) |
Diluted net loss per share | $ (1.18) | $ (2.04) |
Discontinued Operations: Net loss | $ (944,831) | $ 67,650 |
Discontinued Operations: Weighted average common shares outstanding | 394,197 | 382,233 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share | $ (2.40) | $ 0.18 |
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share | $ (2.40) | $ 0.18 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 31, 2021 | Jan. 29, 2021 | Oct. 31, 2020 |
Number of shares sold | 12,500,000 | ||
Subsequent Event [Member] | |||
Proceeds from public offering | $ 25,000,000 | ||
Number of shares sold | 12,500,000 | ||
Subsequent Event [Member] | Judd Brammah [Member] | |||
Debt interest payment | $ 596,747 | ||
Additional cash payments | 3,253 | ||
Proceeds from public offering | $ 600,000 | ||
Shares issued to public offering | 3,000,000 |