Cover
Cover - shares | 12 Months Ended | |
Dec. 31, 2021 | Apr. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41154 | |
Entity Registrant Name | SIDUS SPACE, INC. | |
Entity Central Index Key | 0001879726 | |
Entity Tax Identification Number | 46-0628183 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 150 N. Sykes Creek Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Merritt Island | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 92953 | |
City Area Code | (321) | |
Local Phone Number | 613-5620 | |
Title of 12(b) Security | Class A Common stock, $0.0001 par value | |
Trading Symbol | SIDU | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,574,040 | |
Documents Incorporated by Reference [Text Block] | None | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 5041 | |
Auditor Name | BF Borgers CPA PC | |
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 13,710,845 | $ 20,162 |
Accounts receivable | 130,856 | 166,450 |
Accounts receivable - related parties | 443,282 | 175,769 |
Inventory | 127,502 | 205,942 |
Prepaid and other current assets | 1,595,099 | 14,294 |
Total current assets | 16,007,584 | 582,617 |
Property and equipment, net | 775,070 | 952,198 |
Operating lease right-of-use assets | 504,811 | 297,555 |
Other | 12,486 | 12,486 |
Total Assets | 17,299,951 | 1,844,856 |
Current Liabilities | ||
Accounts payable and other current liabilities | 1,845,460 | 260,191 |
Accounts payable and accrued interest - related party | 588,797 | |
Deferred revenue - related party | 63,411 | |
Due to shareholder | 7,302,422 | |
Notes payable | 338,311 | |
Notes payable - related party | 1,000,000 | |
Operating lease liability | 261,674 | 121,613 |
Finance lease liability | 50,927 | 73,184 |
Total Current Liabilities | 3,810,269 | 8,095,721 |
Notes payable - non-current | 1,120,051 | |
Notes payable - related party - non-current | 1,350,000 | |
Operating lease liability - non-current | 262,468 | 185,210 |
Finance lease liability - non-current | 97,092 | 149,385 |
Total Liabilities | 6,639,880 | 8,430,316 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred Stock: 5,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding | ||
Common stock, value | ||
Additional paid-in capital | 26,074,292 | 5,083,280 |
Accumulated deficit | (15,415,878) | (11,669,740) |
Total Stockholders’ Equity (Deficit) | 10,660,071 | (6,585,460) |
Total Liabilities and Stockholders’ Equity (Deficit) | 17,299,951 | 1,844,856 |
Common Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock, value | 657 | |
Common Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Common stock, value | $ 1,000 | $ 1,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,574,040 | 0 |
Common stock, shares outstanding | 6,574,040 | 0 |
Common Class B [Member] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 789,400 | $ 1,631,413 |
Revenue - related parties | 619,324 | 175,769 |
Total Revenue | 1,408,724 | 1,807,182 |
Cost of revenue | 1,775,299 | 1,786,410 |
Gross profit (loss) | (366,575) | 20,772 |
Operating expenses | ||
Payroll expenses | 1,503,236 | 905,012 |
Sales and marketing expenses | 71,111 | 711,111 |
Lease Expense | 253,311 | 159,122 |
Depreciation expense | 34,767 | 41,521 |
Professional fees | 335,604 | 19,216 |
General and administrative expense | 948,928 | 274,654 |
Total operating expenses | 3,146,957 | 1,553,909 |
Net loss from operations | (3,513,532) | (1,533,137) |
Other income (expense) | ||
Other income | 10,000 | |
Other expense | (504) | (1,500) |
Interest expense | (42,882) | (18,269) |
Interest expense – related party | (54,145) | |
Gain on forgiveness of PPP loan | 633,830 | |
Finance expense | (768,905) | |
Total other income (expense) | (232,606) | (9,769) |
Loss before income taxes | (3,746,138) | (1,542,906) |
Provision for income taxes | ||
Net loss | $ (3,746,138) | $ (1,542,906) |
Basic and diluted loss per Common Share | $ (0.34) | $ (0.15) |
Basic and diluted weighted average number of common shares outstanding | 11,161,181 | 10,000,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Class A [Member]Common Stock [Member] | Common Class B [Member]Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,000 | $ 5,083,280 | $ (10,126,834) | $ (5,042,554) | |
Balance, shares at Dec. 31, 2019 | 10,000,000 | ||||
Net loss | (1,542,906) | (1,542,906) | |||
Balance at Dec. 31, 2020 | $ 1,000 | 5,083,280 | (11,669,740) | (6,585,460) | |
Balance, shares at Dec. 31, 2020 | 10,000,000 | ||||
Net loss | (3,746,138) | (3,746,138) | |||
Class A common stock and warrant issued for cash | $ 600 | 16,254,635 | 16,255,235 | ||
Class A common stock and warrant issued for cash, shares | 6,000,000 | ||||
Class A common stock issued for service | $ 20 | 199,980 | 200,000 | ||
Class A common stock issued for service, shares | 200,000 | ||||
Class A common stock issued for exercised cashless warrant | $ 37 | (37) | |||
Class A common stock issued for exercised cashless warrant, shares | 374,040 | ||||
Warrant issued for finance expense | 768,905 | 768,905 | |||
Debt forgiveness related party | 3,767,529 | 3,767,529 | |||
Balance at Dec. 31, 2021 | $ 657 | $ 1,000 | $ 26,074,292 | $ (15,415,878) | $ 10,660,071 |
Balance, shares at Dec. 31, 2021 | 6,574,040 | 10,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (3,746,138) | $ (1,542,906) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 200,000 | |
Finance expense | 768,905 | |
Depreciation and amortization | 394,968 | 466,836 |
Bad debt | 618 | |
Lease liability amortization | 10,063 | (2,466) |
Gain on forgiveness of PPP loan | (633,830) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 32,907 | 143,710 |
Accounts receivable – related party | (267,513) | |
Inventory | 78,440 | (55,829) |
Prepaid expenses and other assets | (1,580,805) | (11,757) |
Accounts payable and accrued liabilities | 1,605,399 | (421,888) |
Accounts payable and accrued liabilities – related party | 588,797 | (162,934) |
Deferred revenue - related party | 63,411 | |
Net Cash (used in) Operating Activities | (2,484,778) | (1,587,234) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (217,840) | (4,508) |
Net Cash used in Investing Activities | (217,840) | (4,508) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance from common stock | 16,255,235 | |
Due to shareholder | 171,272 | 1,555,931 |
Proceeds from notes payable | 307,610 | 322,045 |
Repayment of notes payable | (16,266) | (63,426) |
Payment of lease liabilities | (74,550) | (259,971) |
Repayment of notes payable - related party | (250,000) | |
Net Cash provided by Financing Activities | 16,393,301 | 1,554,579 |
Net change in cash | 13,690,683 | (37,163) |
Cash, beginning of period | 20,162 | 57,325 |
Cash, end of period | 13,710,845 | 20,162 |
Supplemental cash flow information | ||
Cash paid for interest | 6,713 | 15,854 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Debt forgiveness | 3,767,530 | |
Note payable - related party issued exchange with due to shareholder | 4,000,000 | |
Finance lease asset | 94,980 | |
Initial recognition of right-of-use asset | $ 399,372 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Organization Sidus Space Inc. (“Sidus”, “we”, “us” or the “Company”), was formed as Craig Technologies Aerospace Solutions, LLC, in the state of Florida, on July 17, 2012. On April 16, 2021, the Company filed a Certificate of Conversion to register and incorporate with the state of Delaware and on August 13, 2021 changed the company name to Sidus Space, Inc. Description of Business The Company is a Space-as-a-Service company focused on commercial satellite design, manufacture, launch, and data collection with a vision to enable space flight heritage status for new technologies and deliver data and predictive analytics to both domestic and global customers. We have nine (9) years of commercial, military and government manufacturing experience combined with space qualification experience, existing customers and pipeline, and International Space Station (ISS) heritage hardware. We support Commercial Space, Aerospace, Defense, Underwater Marine and other commercial and government customers. Our services include Multidisciplinary Design Engineering, Precision CNC Machining and Fabrication, Swiss Screw Machining, American Welding Society (AWS) Certified Welding and Fabrication, Electrical and Electronic Assemblies, Wire Cable harness Fabrication, 3D Composite and Metal Printing, Satellite Manufacturing, Satellite Payload Integration and Operations Support, Satellite Deployment and Microgravity testing and Research. We are building an all-inclusive space-as-a-service platform for the global space economy. Carol Craig, the founder and CEO of Sidus, has also built her namesake firm Craig Technologies into a multi-million dollar revenues aerospace and defense contracting company recognized throughout the U.S. government and commercial space industries, backed with proven experience in catalyzing the design, development, and commercialization of new and innovative space technologies and services through aerospace and defense partnerships and collaborations. We are developing and plan to launch 100 kg (220-pound) satellites with available space to rapidly integrate customer sensors and technologies. By developing a plug-and-play operating system for space, we believe we can deliver customer sensors to orbit in months, rather than years. In addition, we intend on delivering high-impact data for insights on aviation, maritime, weather, space services, earth intelligence and observation, financial technology (Fintech) and the Internet of Things. While our business has historically been centered on the design and manufacture of space hardware, our expansion into manufacture of spacecraft as well as on-orbit constellation management services and space data applications has led us to innovating in the area of space data applications. Each of these areas and initiatives addresses a critical component of our cradle-to-grave solution and value proposition for the space economy as a Space-as-a-Service company. |
Summary of Signification Accoun
Summary of Signification Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Signification Accounting Policies | Note 2. Summary of Signification Accounting Policies Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. Principles of Consolidation The consolidated financial statements include the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. All intercompany transactions and balances have been eliminated on consolidation. For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations,, the fair value of and/or potential impairment of property and equipment; product life cycles; useful lives of our property and equipment; allowances for doubtful accounts; the market value of, and demand for, our inventory; fair value calculation of warrant; and the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns;. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to COVID-19. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. During the years ended December 31, 2021 and 2020, the Company recorded bad debt of $ 618 0 Inventory Inventory consists of finished goods and work in progress, and consists of estimated revenue calculated on a percentage of completion based on direct labor and materials in relation to the total contract value. The Company does not maintain raw materials. Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles and computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three - ten years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2021 and 2020, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Revenue Recognition The Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements. Revenue from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: Revenues from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Revenues from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met and payment received. This method is used because management considers that the payments are nonrefundable unless the entity fails to perform as promised. If the customer terminates the contract, the Company is entitled only to retain any progress payments received from the customer and the Company has no further rights to compensation from the customer. Even though the payments made by the customer are nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that would be necessary to compensate the Company for performance completed to date. Accordingly, the Company accounts for the progress under the contract as a performance obligation satisfied at a point in time. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Cost of revenue Costs are recognized when incurred. Cost of revenue consists of direct labor, subcontract, materials, depreciation on machinery and equipment, and other direct costs. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” no Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations. Income Taxes The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, the ASU made amendments to the EPS guidance in Topic 260 for convertible debt instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our financial statements. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Note 3. Variable Interest Entity The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary, and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception (July 20, 2020), were included in the Company’s consolidated financial statements. Through a declaration of trust, 100 If facts and circumstances change such that the conclusion to consolidate the VIE has changed, the Company shall disclose the primary factors that caused the change and the effect on the Company’s financial statements in the periods when the change occurs. As of December 31, 2021 and 2020, Aurea’s assets and liabilities are as follows: Schedule of Variable Interest Entities Assets and Liabilities December 31, December 31, 2021 2020 Assets Cash $ 67,754 $ 6,348 Prepaid and other current assets 10,585 4,593 Total Assets $ 78,339 $ 10,941 Liability Accounts payable and other current liabilities $ 63,091 $ 6,559 For the year ended December 31, 2021 and the period from inception (July 20, 2020) through December 31, 2020, Aurea’s net loss was $ 40,592 9,726 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment At December 31, 2021 and 2020, property and equipment consisted of the following: Schedule of Property and Equipment December 31, December 31, 2021 2020 Office equipment $ 17,061 $ 17,061 Computer equipment 14,907 - Vehicle 28,143 28,143 Software 93,012 80,362 Machinery 3,280,911 3,254,994 Leasehold improvements 198,645 184,890 Construction in progress 150,611 - Property and equipment, gross 3,783,290 3,565,450 Accumulated depreciation (3,008,220 ) (2,613,252 ) Property and equipment, net of accumulated depreciation $ 775,070 $ 952,198 Depreciation expense of property and equipment for the years ended December 31, 2021 and 2020 is $ 394,968 466,836 During the years ended December 31, 2021 and 2020, the Company purchased assets of $ 217,840 4,508 |
Accounts payable and other curr
Accounts payable and other current liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts payable and other current liabilities | Note 5. Accounts payable and other current liabilities At December 31, 2021 and 2020, Accounts payable and other current liabilities consisted of the following: Schedule of Accounts Payable and Other Current Liabilities December 31, December 31, 2021 2020 Accounts payable $ 225,271 $ 63,044 Payroll liabilities 220,914 110,710 Credit cards 44,510 82,387 Other payable 23,016 1,635 Accrued interest - 2,415 Insurance payable 1,331,749 - Total accrued expenses and other liabilities $ 1,845,460 $ 260,191 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 6. Leases Operating lease We have a noncancelable operating lease entered into in November 2016 for our office facility that expires in July 2021. and has renewal options to May 2023. The monthly “Base Rent” is $ 10,392 2.5 . As of December 31, 2021, the remaining right of use asset and lease liability was $ 178,408 185,210 In May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the option to terminate the lease after 12 months and 24 months from the commencement date. The monthly “Base Rent” is $ 11,855.42 and the Base Rent may be increased by 2.5 % each year. During the year ended December 31, 2021, the Company, on assumption of the lease, recognized a right of use asset and lease liability of $ 399,372 326,403 338,932 We recognized total lease expense of approximately $ 213,534 138,474 10,000 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2021 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Total Year Ended December 31, 2022 $ 280,090 2023 205,987 2024 63,835 Thereafter - Total undiscounted lease payments 549,912 Less: Imputed interest (25,770 ) Operating lease liabilities 524,142 Operating lease liability - current 261,674 Operating lease liability - non-current $ 262,468 The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2021: Summary of Other Supplemental Information Weighted average discount rate 4.64 % Weighted average remaining lease term (years) 2.06 Finance lease The Company leases machinery and office equipment under non-cancellable finance lease arrangements. The term of those capital leases is at the range from 59 83 4 6 At December 31, 2021, future minimum lease payments under the finance lease obligations, are as follows: Summary of Future Minimum Lease Payments Under Finance Lease Obligations Total 2022 $ 56,638 2023 50,682 2024 15,732 2025 15,732 2026 22,286 Thereafter - Total undiscounted lease payments 161,070 Less: Imputed interest (13,051 ) Finance lease liabilities 148,019 Finance lease liability 50,927 Finance lease liability - non-current $ 97,092 As of December 31, 2021 and 2020, finance lease assets are included in property and equipment as follows: Schedule of Finance Lease Assets in Property and Equipment December 31, December 31, 2021 2020 Machinery $ 585,563 $ 888,783 Accumulated depreciation (455,899 ) (544,860 ) Finance lease assets, net of accumulated depreciation $ 129,664 $ 343,923 During the years ended December 31, 2021 and 2020, the Company recoded depreciation of finance lease assets of $ 147,435 166,676 8,393 13,770 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7. Notes Payable Decathlon Note On December 1, 2021, we entered into a Loan Assignment and Assumption Agreement, or Loan Assignment, with Decathlon Alpha IV, L.P., or Decathlon and Craig Technical Consulting, Inc (“CTC”) pursuant to which we assumed $ 1,106,164 1.4 1,106,164 293,836 Management believes that the assumption of the Decathlon Note from CTC is in our best interests because in connection therewith, Decathlon released us from a cross-collateralization agreement it was a party to with CTC for a loan of a greater amount. Also in connection with the Loan Assignment on December 3, 2021, we entered into a Revenue Loan and Security Agreement, or RLSA, with Decathlon and our CEO, Carol Craig, pursuant to which we pay interest based on a minimum rate of 1 times the amount advanced and make monthly payments based on a percentage of our revenue calculated as an amount equal to the product of (i) all revenue for the immediately preceding month multiplied by (ii) the Applicable Revenue Percentage, defined as 4 % of revenue for payments due during any month. The Decathlon Note is secured by our assets and is guaranteed by CTC and matures the earliest of: (i) December 9, 2023 , (ii) immediately prior to a change of control, or (iii) upon an acceleration of the obligations due to a default under the RLSA. As a result, the Company recorded the forgives of note payable-related party of $ 293,836 and the reclass of $ 1,106,164 During the year ended December 31, 2021, the Company recorded interest expense of $ 13,887 , and as of December 31, 2021, the Company record principal amount of $ 1,106,164 and accrued interest of $ 13,887 , a total of $ 1,120,051 on the balance sheet. PPP Loan On April 14, 2020, the Company borrowed a loan in the amount of $ 322,045 1.0 2,415 In February 2021, the U.S. Small Business Administration has remitted to the Lender the principal and interest for forgiveness of the Borrower’s PPP Loan. On February 13, 2021, the Company borrowed a loan in the amount of $ 307,610 1,760 During the year ended December 31, 2021, the principal amount of $ 629,655 4,175 Loan payable The Company borrowed $ 297,250 16,266 63,426 At December 31, 2021 and 2020, the Company had loan payable of $ 0 16,266 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions Revenue and Accounts receivable The Company recognized revenue of $ 619,324 175,769 443,282 175,769 63,411 0 Change to Accounts Payable and Due to shareholder As of December 31, 2021 and 2020, the Company owed $ 588,797 and $ 7,302,422 to Craig Technical Consulting, Inc. On May 1, 2021, Craig Technical Consulting, Inc, our majority shareholder, forgave $ 3,473,693 in principal amount owed to it by the Company. The remaining $ 4 million was converted into a related party Note Payable. The forgiven debt was accounted for as contributed capital. The advance is unsecured, due on demand and non-bearing-interest. Note payable – related party On May 1, 2021, the Company converted $ 4 million advanced to the Company by Craig Technical Consulting, Inc., our principal shareholder, into a related party Note Payable. The remaining $ 3,473,693, that was advanced to the Company was forgiven and recorded as contributed capital. The principal balance of this Note outstanding (together with any accrued, but unpaid interest thereon) shall bear interest at a per annum interest rate equal to the long term Applicable Federal Rate (as such term is defined in Section 1274(d) of the Internal Revenue Code of 1986, as amended), and matures on September 30, 2025 , and shall be repaid in the amount of $ 250,000 every quarter for four (4) years beginning on Oct 1, 2021. On September 30, 2021, the Company repaid $ 250,000 . On December 1, 2021, in connection with the assumption of the Decathlon Note, the Company reduced the principal of the Note Payable – related party by recording a reclassification of $ 1,106,164 from Note Payable – related party to Note payable – non- current (Decathlon note) and recorded forgiveness of note payable of $ 293,836 . As of December 31, 2021, the Company had note payable – related party current of $ 1,000,000 and non-current of $ 1,350,000 . During the year ended December 31, 2021, the Company recorded interest expense of $ 54,145 . (See Note 7). Sublease On August 1, 2021, the Company entered into a Sublease Agreement with its related party Majority Shareholder (“Sublandlord”), whereby the Company shall sublease certain offices, rooms and shared use of common spaces located at 150 Sykes Creek Parkway, Merritt Island, FL. The Lease is a month-to-month lease, and may be terminated with 30 day’s notice to the Sublandlord. The monthly rent shall be $ 4,570 4,707 4,847 22,850 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Covid-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2021 and December 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high quality services to its clients. Litigation The Company is currently involved in various civil litigation in the normal course of business none of which is considered material. License Agreement The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary. On August 18, 2020, Aurea entered into a license agreement with a third-party vendor (the “Vendor”), whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company shall pay an annual Reservation Fee of $ 120,000 while the Company pursues up to four (4) NGSO satellite filing(s) via the Vendor. The Reservation Fee is levied on the date the filing(s) is received at the International Telecommunication Union (ITU). The Reservation Fee is payable annually at the anniversary of the date of receipt, as long as the customer retains the NGSO filing(s). The Reservation Fee payment continues to be payable until any of the frequency assignments of the NGSO filing(s) are brought into use. Upon the submission to the ITU to bring into use any of the frequency assignments of a given constellation, an annual License Fee of $ 120,000 shall be paid in lieu of the Reservation Fee. On February 1, 2021, the Vendor submitted the license filing to the ITU and on April 6, 2021, the ITU published the license filing for LIZZIE IOMSAT. Payments began in February 2021. For the year ended December 31, 2021 the Company recorded payments of $ 110,000 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholder’s Equity | Note 10. Stockholder’s Equity Authorized Capital Stock On August 31, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to authorize the Company to issue 36,000,000 25,000,000 10,000,000 1,000,000 The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. On December 16, 2021, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to authorize the Company to issue 115,000,000 100,000,000 10,000,000 5,000,000 The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. In April 2021, as part of the share conversion, the Company converted the 100 85,000 0.0001 Class A Common Stock During August and September 2021, the Company sold 3,000,000 1.00 2,694,335 On September 22, 2021, the Board of Directors approved an issuance of 200,000 200,000 On December 16, 2021, the Company sold 3,000,000 5.00 13,560,900 During December 2021, the Company issued 374,040 The Company had 6,574,040 0 Class B Common Sock On December 31, 2020, Mark Mikolajczyk assigned all his rights, title and 10 In April 2021, as part of the share conversion, the Company converted the 100 85,000 0.0001 On August 16, 2021, all 85,000 0.0001 10,000,000 0.0001 The Company had 10,000,000 Warrants During August, September and December 2021, the Company issued a total of 420,000 warrants for a period of five years at a price per share of $ 1.00 or $ 5.00 in connection with the common stock sold. Upon the issuance of the warrant as compensation of its services as an underwriter, the warrant was categorized as equity and the fair value of $ 768,905 was recorded as finance expense. During the year ended December 31, 2021, all warrants were fully exercised with cashless conversions and there were no warrants outstanding as of December 31, 2021. The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: Schedule of Warrant Valuation Assumption Year ended December 31, 2021 Expected term 5 Expected average volatility 43 69 Expected dividend yield - Risk-free interest rate 0.77 1.21 |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax | Note 11. Income tax The Company has not made a provision for income taxes for the year ended December 31, 2021 and 2020, since the Company has the benefit of net operating losses in these periods and the Company changed from a limited liability partnership to a C corporation during 2021. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2021. The Company has incurred a net operating loss of $ 3,746,138 A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and our blended state income tax rate of 3.5%, and the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2021 and December 31, 2020 is as follows: Schedule of Income Tax Reconciliation Income Tax Net Expenses Year Ended Year Ended December 31, December 31, 2021 2020 Loss for the year $ (3,746,138 ) $ (1,542,906 ) Income tax (recovery) at statutory rate $ (786,700 ) - State income tax expense, net of federal tax effect (131,100 ) - Permanent difference and other - - Change in valuation allowance 917,800 - Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of: Schedule of Net Deferred Tax Assets December 31, December 31, 2021 2020 Non-operating loss carryforward $ 917,800 $ Valuation allowance (917,800 ) - Net deferred tax asset $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Management evaluated all additional events subsequent to the balance sheet date and through the date the financial statements were available to be issued, and determined there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements |
Summary of Signification Acco_2
Summary of Signification Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. All intercompany transactions and balances have been eliminated on consolidation. For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations,, the fair value of and/or potential impairment of property and equipment; product life cycles; useful lives of our property and equipment; allowances for doubtful accounts; the market value of, and demand for, our inventory; fair value calculation of warrant; and the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns;. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to COVID-19. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time. During the years ended December 31, 2021 and 2020, the Company recorded bad debt of $ 618 0 |
Inventory | Inventory Inventory consists of finished goods and work in progress, and consists of estimated revenue calculated on a percentage of completion based on direct labor and materials in relation to the total contract value. The Company does not maintain raw materials. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles and computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of three - ten years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2021 and 2020, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
Revenue Recognition | Revenue Recognition The Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements. Revenue from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: Revenues from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Revenues from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met and payment received. This method is used because management considers that the payments are nonrefundable unless the entity fails to perform as promised. If the customer terminates the contract, the Company is entitled only to retain any progress payments received from the customer and the Company has no further rights to compensation from the customer. Even though the payments made by the customer are nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that would be necessary to compensate the Company for performance completed to date. Accordingly, the Company accounts for the progress under the contract as a performance obligation satisfied at a point in time. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. |
Cost of revenue | Cost of revenue Costs are recognized when incurred. Cost of revenue consists of direct labor, subcontract, materials, depreciation on machinery and equipment, and other direct costs. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” no |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations. |
Income Taxes | Income Taxes The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, the ASU made amendments to the EPS guidance in Topic 260 for convertible debt instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our financial statements. In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for entities for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020 on a prospective basis, with early adoption permitted. We adopted the new standard effective January 1, 2021 and do not expect the adoption of this guidance to have a material impact on our financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Assets and Liabilities | As of December 31, 2021 and 2020, Aurea’s assets and liabilities are as follows: Schedule of Variable Interest Entities Assets and Liabilities December 31, December 31, 2021 2020 Assets Cash $ 67,754 $ 6,348 Prepaid and other current assets 10,585 4,593 Total Assets $ 78,339 $ 10,941 Liability Accounts payable and other current liabilities $ 63,091 $ 6,559 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2021 and 2020, property and equipment consisted of the following: Schedule of Property and Equipment December 31, December 31, 2021 2020 Office equipment $ 17,061 $ 17,061 Computer equipment 14,907 - Vehicle 28,143 28,143 Software 93,012 80,362 Machinery 3,280,911 3,254,994 Leasehold improvements 198,645 184,890 Construction in progress 150,611 - Property and equipment, gross 3,783,290 3,565,450 Accumulated depreciation (3,008,220 ) (2,613,252 ) Property and equipment, net of accumulated depreciation $ 775,070 $ 952,198 |
Accounts payable and other cu_2
Accounts payable and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | At December 31, 2021 and 2020, Accounts payable and other current liabilities consisted of the following: Schedule of Accounts Payable and Other Current Liabilities December 31, December 31, 2021 2020 Accounts payable $ 225,271 $ 63,044 Payroll liabilities 220,914 110,710 Credit cards 44,510 82,387 Other payable 23,016 1,635 Accrued interest - 2,415 Insurance payable 1,331,749 - Total accrued expenses and other liabilities $ 1,845,460 $ 260,191 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Summary of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2021 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Total Year Ended December 31, 2022 $ 280,090 2023 205,987 2024 63,835 Thereafter - Total undiscounted lease payments 549,912 Less: Imputed interest (25,770 ) Operating lease liabilities 524,142 Operating lease liability - current 261,674 Operating lease liability - non-current $ 262,468 |
Summary of Other Supplemental Information | The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2021: Summary of Other Supplemental Information Weighted average discount rate 4.64 % Weighted average remaining lease term (years) 2.06 |
Summary of Future Minimum Lease Payments Under Finance Lease Obligations | At December 31, 2021, future minimum lease payments under the finance lease obligations, are as follows: Summary of Future Minimum Lease Payments Under Finance Lease Obligations Total 2022 $ 56,638 2023 50,682 2024 15,732 2025 15,732 2026 22,286 Thereafter - Total undiscounted lease payments 161,070 Less: Imputed interest (13,051 ) Finance lease liabilities 148,019 Finance lease liability 50,927 Finance lease liability - non-current $ 97,092 |
Schedule of Finance Lease Assets in Property and Equipment | As of December 31, 2021 and 2020, finance lease assets are included in property and equipment as follows: Schedule of Finance Lease Assets in Property and Equipment December 31, December 31, 2021 2020 Machinery $ 585,563 $ 888,783 Accumulated depreciation (455,899 ) (544,860 ) Finance lease assets, net of accumulated depreciation $ 129,664 $ 343,923 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrant Valuation Assumption | The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: Schedule of Warrant Valuation Assumption Year ended December 31, 2021 Expected term 5 Expected average volatility 43 69 Expected dividend yield - Risk-free interest rate 0.77 1.21 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation Income Tax Net Expenses | A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and our blended state income tax rate of 3.5%, and the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2021 and December 31, 2020 is as follows: Schedule of Income Tax Reconciliation Income Tax Net Expenses Year Ended Year Ended December 31, December 31, 2021 2020 Loss for the year $ (3,746,138 ) $ (1,542,906 ) Income tax (recovery) at statutory rate $ (786,700 ) - State income tax expense, net of federal tax effect (131,100 ) - Permanent difference and other - - Change in valuation allowance 917,800 - Income tax expense per books $ - $ - |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of: Schedule of Net Deferred Tax Assets December 31, December 31, 2021 2020 Non-operating loss carryforward $ 917,800 $ Valuation allowance (917,800 ) - Net deferred tax asset $ - $ - |
Summary of Signification Acco_3
Summary of Signification Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Bad debt | $ 618 | |
Potentially dilutive shares of common stock outstanding | 0 | 0 |
Deferred tax assets | $ 0 | $ 0 |
Deferred tax liabilities | $ 0 | $ 0 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 13,710,845 | $ 20,162 |
Prepaid and other current assets | 1,595,099 | 14,294 |
Total Assets | 17,299,951 | 1,844,856 |
Aurea [Member] | ||
Assets | ||
Cash | 67,754 | 6,348 |
Prepaid and other current assets | 10,585 | 4,593 |
Total Assets | 78,339 | 10,941 |
Liability | ||
Accounts payable and other current liabilities | $ 63,091 | $ 6,559 |
Variable Interest Entity (Detai
Variable Interest Entity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Variable interest entity, term | The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary, and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception (July 20, 2020), were included in the Company’s consolidated financial statements. | |
Net loss | $ (3,746,138) | $ (1,542,906) |
Aurea [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Net loss | $ 40,592 | $ 9,726 |
Aurea Shareholders [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Voting rights percent | 100.00% |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,783,290 | $ 3,565,450 |
Accumulated depreciation | (3,008,220) | (2,613,252) |
Property and equipment, net of accumulated depreciation | 775,070 | 952,198 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,061 | 17,061 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,907 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 28,143 | 28,143 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 93,012 | 80,362 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,280,911 | 3,254,994 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 198,645 | 184,890 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 150,611 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense of property and equipment | $ 394,968 | $ 466,836 |
Purchased assets | $ 217,840 | $ 4,508 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 225,271 | $ 63,044 |
Payroll liabilities | 220,914 | 110,710 |
Credit cards | 44,510 | 82,387 |
Other payable | 23,016 | 1,635 |
Accrued interest | 2,415 | |
Insurance payable | 1,331,749 | |
Total accrued expenses and other liabilities | $ 1,845,460 | $ 260,191 |
Summary of Future Minimum Lease
Summary of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 280,090 | |
2023 | 205,987 | |
2024 | 63,835 | |
Thereafter | ||
Total undiscounted lease payments | 549,912 | |
Less: Imputed interest | (25,770) | |
Operating lease liabilities | 524,142 | |
Operating lease liability - current | 261,674 | $ 121,613 |
Operating lease liability - non-current | $ 262,468 | $ 185,210 |
Summary of Other Supplemental I
Summary of Other Supplemental Information (Details) | Dec. 31, 2021 |
Leases | |
Weighted average discount rate: operating leases | 4.64% |
Weighted average remaining lease term: Operating leases | 2 years 21 days |
Summary of Future Minimum Lea_2
Summary of Future Minimum Lease Payments Under Finance Lease Obligations (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 56,638 | |
2023 | 50,682 | |
2024 | 15,732 | |
2025 | 15,732 | |
2026 | 22,286 | |
Thereafter | ||
Total undiscounted lease payments | 161,070 | |
Less: Imputed interest | (13,051) | |
Finance lease liabilities | 148,019 | |
Finance lease liability | 50,927 | $ 73,184 |
Finance lease liability - non-current | $ 97,092 | $ 149,385 |
Schedule of Finance Lease Asset
Schedule of Finance Lease Assets in Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Machinery | $ 585,563 | $ 888,783 |
Accumulated depreciation | (455,899) | (544,860) |
Finance lease assets, net of accumulated depreciation | $ 129,664 | $ 343,923 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Right of use asset | $ 504,811 | $ 297,555 |
Lease liability | 524,142 | |
Operating lease expense | 213,534 | 138,474 |
Security deposit | 10,000 | 10,000 |
Depreciation of finance lease assets | 147,435 | 166,676 |
Finance lease interest expense | $ 8,393 | $ 13,770 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital leases term | 59 months | |
Finance lease annual interest | 4.00% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital leases term | 83 months | |
Finance lease annual interest | 6.00% | |
New Lease Agreement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Base rent expense | $ 11,855.42 | |
Increased base rent percentage | 2.50% | |
Right of use asset | $ 326,403 | |
Lease liability | $ 338,932 | |
Lessee, Operating Lease, Option to Terminate | In May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the option to terminate the lease after 12 months and 24 months from the commencement date. | |
Recognized a right of use asset and lease liabilities | $ 399,372 | |
Office Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Lessee, Operating Lease, Description | We have a noncancelable operating lease entered into in November 2016 for our office facility that expires in July 2021. and has renewal options to May 2023. The monthly “Base Rent” is $10,392 and the Base Rent is increased by 2.5% each year. During the year ended December 31, 2021, the company exercised its option and extended the lease to May 31, 2023 | |
Base rent expense | $ 10,392 | |
Increased base rent percentage | 2.50% | |
Right of use asset | $ 178,408 | |
Lease liability | $ 185,210 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Dec. 03, 2021 | Dec. 01, 2021 | May 02, 2021 | May 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 13, 2021 | Apr. 14, 2020 |
Short-term Debt [Line Items] | ||||||||
Loans payable | $ 0 | $ 16,266 | ||||||
Notes payable | 1,120,051 | |||||||
Interest expense | 54,145 | |||||||
Proceeds from loan | $ 297,250 | |||||||
Repayments of debt | 16,266 | 63,426 | ||||||
Paycheck Protection Program Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Loans payable | $ 307,610 | $ 322,045 | ||||||
Debt principal amount | 629,655 | |||||||
Interest expense | 1,760 | $ 2,415 | ||||||
Accrued interest | 4,175 | |||||||
Debt bearing interest rate | 1.00% | |||||||
Loan Assignment and Assumption Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt principal amount | $ 1,400,000 | |||||||
Revenue Loan and Security Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Revenue percentage | 4.00% | |||||||
Decathlon AlphaI VLP [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Loans payable | 1,106,164 | |||||||
Debt principal amount | 1,106,164 | |||||||
Notes payable | 1,106,164 | 1,350,000 | ||||||
Forgiveness of notes payable | $ 293,836 | $ 293,836 | 293,836 | |||||
Debt Instrument, Maturity Date | Dec. 9, 2023 | Sep. 30, 2025 | ||||||
Interest expense | 13,887 | |||||||
Accrued interest | 13,887 | |||||||
Long-term Debt, Gross | $ 1,120,051 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 03, 2021 | Dec. 01, 2021 | Sep. 30, 2021 | May 02, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | May 01, 2021 |
Related Party Transaction [Line Items] | |||||||||
Notes Payable, Related Parties, Current | $ 1,000,000 | ||||||||
Repayments of Notes Payable | 16,266 | 63,426 | |||||||
Notes Payable, Current | 338,311 | ||||||||
Notes Payable, Noncurrent | 1,120,051 | ||||||||
Interest Expense, Debt | 54,145 | ||||||||
Sub lease rent | 22,850 | ||||||||
Forecast [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly rent | $ 4,847 | $ 4,707 | |||||||
Inception Through January 31,2022 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly rent | 4,570 | ||||||||
Craig Technical Consulting Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Revenue recognized | 619,324 | 175,769 | |||||||
Accounts receivable | 443,282 | 175,769 | |||||||
Deferred revenue | 63,411 | 0 | |||||||
Due from Affiliates | 588,797 | $ 7,302,422 | |||||||
Debt Instrument, Decrease, Forgiveness | $ 3,473,693 | ||||||||
Notes Payable, Related Parties, Current | 4,000,000 | ||||||||
Notes Payable | $ 4,000,000 | ||||||||
[custom:ContributedCapital-0] | $ 3,473,693 | ||||||||
Decathlon AlphaI VLP [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Decrease, Forgiveness | $ 293,836 | $ 293,836 | 293,836 | ||||||
Debt Instrument, Maturity Date | Dec. 9, 2023 | Sep. 30, 2025 | |||||||
Repayments of Notes Payable | $ 250,000 | $ 250,000 | |||||||
Notes and Loans, Noncurrent | 1,106,164 | ||||||||
Notes Payable, Current | 1,000,000 | ||||||||
Notes Payable, Noncurrent | $ 1,106,164 | 1,350,000 | |||||||
Interest Expense, Debt | $ 13,887 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Aug. 18, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other General and Administrative expenses | $ 110,000 | |
License Agreement Terms [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
[custom:ReservationFee-0] | $ 120,000 | |
[custom:LicenseFee-0] | $ 120,000 |
Schedule of Warrant Valuation A
Schedule of Warrant Valuation Assumption (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Expected term | 5 years |
Expected average volatility rate minimum | 43.00% |
Expected average volatility rate maximum | 69.00% |
Expected dividend yield | |
Risk-free interest rate - minimum | 0.77% |
Risk-free interest rate - maximum | 1.21% |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - USD ($) | Dec. 16, 2021 | Sep. 22, 2021 | Aug. 31, 2021 | Aug. 16, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 115,000,000 | 36,000,000 | 36,000,000 | 110,000,000 | 110,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 0 | 0 | |||||
Common stock voting rights, description | The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. | The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Common stock, shares issued | 85,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued to warrants exercise | 420,000 | ||||||||
Common stock issued during period | 85,000 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||
Warrant, Exercise Price, Increase | $ 5 | ||||||||
Fair Value Adjustment of Warrants | $ 768,905 | ||||||||
Class of Warrant or Right, Outstanding | 0 | ||||||||
Craig Technical Consulting Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Membership interest | 100.00% | 10.00% | |||||||
Common stock, shares issued | 85,000 | ||||||||
Common stock, par value | $ 0.0001 | ||||||||
Membership interest | 100.00% | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 25,000,000 | 25,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, shares issued | 6,574,040 | 0 | |||||||
Sale of stock, shares | 3,000,000 | 3,000,000 | 3,000,000 | ||||||
Sale of stock price per share | $ 5 | $ 1 | $ 1 | $ 1 | |||||
Net proceeds from stock issuance | $ 13,560,900 | $ 2,694,335 | $ 2,694,335 | ||||||
Stock issued during period shares restricted stock | 200,000 | ||||||||
Stock issued during period shares restricted stock, value | $ 200,000 | ||||||||
Common stock, shares issued to warrants exercise | 374,040 | ||||||||
Common stock, shares outstanding | 6,574,040 | 0 | |||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Common stock, shares issued | 10,000,000 | 10,000,000 | |||||||
Common stock, par value | $ 0.0001 | ||||||||
Sale of stock price per share | $ 0.0001 | ||||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |||||||
Common stock issued during period | 10,000,000 |
Schedule of Income Tax Reconcil
Schedule of Income Tax Reconciliation Income Tax Net Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year | $ (3,746,138) | $ (1,542,906) |
Income tax (recovery) at statutory rate | (786,700) | |
State income tax expense, net of federal tax effect | (131,100) | |
Permanent difference and other | ||
Change in valuation allowance | 917,800 | |
Income tax expense per books |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 917,800 | |
Valuation allowance | (917,800) | |
Net deferred tax asset |
Income tax (Details Narrative)
Income tax (Details Narrative) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 3,746,138 |