Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
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 | Common stock, $0.0001 par value | |
Trading Symbol | SIDU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,992,952 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 4,359,051 | $ 13,710,845 |
Accounts receivable | 918,174 | 130,856 |
Accounts receivable - related party | 5,811 | 443,282 |
Inventory | 397,135 | 127,502 |
Contract asset | 60,932 | |
Prepaid and other current assets | 3,157,349 | 1,595,099 |
Total current assets | 8,898,452 | 16,007,584 |
Property and equipment, net | 1,961,834 | 775,070 |
Operating lease right-of-use assets | 314,819 | 504,811 |
Other | 35,483 | 12,486 |
Total Assets | 11,210,588 | 17,299,951 |
Current Liabilities | ||
Accounts payable and other current liabilities | 1,409,152 | 1,845,460 |
Accounts payable and accrued interest - related party | 527,476 | 588,797 |
Contract liability | 60,932 | |
Contract liability - related party | 63,411 | |
Notes payable - related party | 1,000,000 | |
Operating lease liability | 229,652 | 261,674 |
Finance lease liability | 50,927 | |
Total Current Liabilities | 2,227,212 | 3,810,269 |
Notes payable - non-current | 1,043,486 | 1,120,051 |
Notes payable - related party - non-current | 1,350,000 | |
Operating lease liability - non-current | 99,742 | 262,468 |
Finance lease liability - non-current | 97,092 | |
Total Liabilities | 3,370,440 | 6,639,880 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred Stock: 5,000,000 shares authorized; $0.0001 par value; no shares issued and outstanding | ||
Additional paid-in capital | 31,968,719 | 26,074,292 |
Accumulated deficit | (24,130,365) | (15,415,878) |
Total Stockholders’ Equity | 7,840,148 | 10,660,071 |
Total Liabilities and Stockholders’ Equity | 11,210,588 | 17,299,951 |
Common Class A [Member] | ||
Stockholders’ Equity | ||
Common stock value | 794 | 657 |
Common Class B [Member] | ||
Stockholders’ Equity | ||
Common stock value | $ 1,000 | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 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 value | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,936,274 | 6,574,040 |
Common stock, shares outstanding | 7,936,274 | 6,574,040 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,260,146 | $ 123,182 | $ 4,099,626 | $ 412,823 |
Revenue - related party | 57,101 | 376,669 | 864,319 | 472,482 |
Total - revenue | 1,317,247 | 499,851 | 4,963,945 | 885,305 |
Cost of revenue | 1,402,870 | 480,997 | 3,724,467 | 1,057,137 |
Gross profit (loss) | (85,623) | 18,854 | 1,239,478 | (171,832) |
Operating expenses | ||||
Payroll expenses | 1,627,241 | 500,881 | 3,769,890 | 943,743 |
Sales and marketing expenses | 192,305 | 394,919 | 71,111 | |
Lease expense | 80,019 | 81,926 | 251,370 | 165,934 |
Depreciation expense | 28,015 | 8,880 | 96,611 | 24,478 |
Professional fees | 681,582 | 49,680 | 2,135,796 | 80,173 |
General and administrative expense | 1,180,633 | 276,832 | 3,130,171 | 436,244 |
Total operating expenses | 3,789,795 | 918,199 | 9,778,757 | 1,721,683 |
Net loss from operations | (3,875,418) | (899,345) | (8,539,279) | (1,893,515) |
Other income (expense) | ||||
Other expense | (504) | |||
Interest expense | (50,880) | (32,766) | (175,208) | (59,459) |
Gain on forgiveness of PPP loan | 309,370 | 633,830 | ||
Total other income (expense) | (50,880) | 276,604 | (175,208) | 573,867 |
Loss before income taxes | (3,926,298) | (622,741) | (8,714,487) | (1,319,648) |
Provision for income taxes | ||||
Net loss | $ (3,926,298) | $ (622,741) | $ (8,714,487) | $ (1,319,648) |
Basic and diluted loss per Common Share | $ (0.23) | $ (0.06) | $ (0.52) | $ (0.13) |
Basic and diluted weighted average number of common shares outstanding | 17,178,648 | 10,836,332 | 16,886,582 | 10,281,841 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1,000 | $ 5,083,280 | $ (11,669,740) | $ 10,660,071 | |
Beginning balance, shares at Dec. 31, 2020 | 10,000,000 | ||||
Net loss | (199,329) | (199,329) | |||
Ending balance, value at Mar. 31, 2021 | $ 1,000 | 5,083,280 | (11,869,069) | 10,460,742 | |
Ending balance, shares at Mar. 31, 2021 | 10,000,000 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1,000 | 5,083,280 | (11,669,740) | 10,660,071 | |
Beginning balance, shares at Dec. 31, 2020 | 10,000,000 | ||||
Net loss | (1,319,648) | ||||
Ending balance, value at Sep. 30, 2021 | $ 320 | $ 1,000 | 11,369,589 | (12,989,388) | 15,627,052 |
Ending balance, shares at Sep. 30, 2021 | 3,200,000 | 10,000,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1,000 | 5,083,280 | (11,869,069) | 10,460,742 | |
Beginning balance, shares at Mar. 31, 2021 | 10,000,000 | ||||
Net loss | (497,578) | (497,578) | |||
Debt forgiveness related party | 3,392,294 | 3,392,294 | |||
Ending balance, value at Jun. 30, 2021 | $ 1,000 | 8,475,574 | (12,366,647) | 13,355,458 | |
Ending balance, shares at Jun. 30, 2021 | 10,000,000 | ||||
Class A common stock issued for services | $ 20 | 199,980 | 200,000 | ||
Class A common stock issued for service, shares | 200,000 | ||||
Net loss | (622,741) | (622,741) | |||
Class A common stock issued for cash | $ 300 | 2,694,035 | 2,694,335 | ||
Class A common stock issued for cash, shares | 3,000,000 | ||||
Ending balance, value at Sep. 30, 2021 | $ 320 | $ 1,000 | 11,369,589 | (12,989,388) | 15,627,052 |
Ending balance, shares at Sep. 30, 2021 | 3,200,000 | 10,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 657 | $ 1,000 | 26,074,292 | (15,415,878) | 10,660,071 |
Beginning balance, shares at Dec. 31, 2021 | 6,574,040 | 10,000,000 | |||
Class A common stock issued for services | $ 30 | 1,208,970 | 1,209,000 | ||
Class A common stock issued for service, shares | 300,000 | ||||
Net loss | (2,330,354) | (2,330,354) | |||
Ending balance, value at Mar. 31, 2022 | $ 687 | $ 1,000 | 27,283,262 | (17,746,232) | 9,538,717 |
Ending balance, shares at Mar. 31, 2022 | 6,874,040 | 10,000,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 657 | $ 1,000 | 26,074,292 | (15,415,878) | 10,660,071 |
Beginning balance, shares at Dec. 31, 2021 | 6,574,040 | 10,000,000 | |||
Net loss | (8,714,487) | ||||
Class A common stock issued for cash | 1,362,234 | ||||
Ending balance, value at Sep. 30, 2022 | $ 794 | $ 1,000 | 31,968,719 | (24,130,365) | 7,840,148 |
Ending balance, shares at Sep. 30, 2022 | 7,936,274 | 10,000,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 687 | $ 1,000 | 27,283,262 | (17,746,232) | 9,538,717 |
Beginning balance, shares at Mar. 31, 2022 | 6,874,040 | 10,000,000 | |||
Net loss | (2,457,835) | (2,457,835) | |||
Debt forgiveness related party | 1,624,755 | 1,624,755 | |||
Ending balance, value at Jun. 30, 2022 | $ 687 | $ 1,000 | 28,908,017 | (20,204,067) | 8,705,637 |
Ending balance, shares at Jun. 30, 2022 | 6,874,040 | 10,000,000 | |||
Net loss | (3,926,298) | (3,926,298) | |||
Class A common stock issued for cash | $ 107 | 3,060,702 | 3,060,809 | ||
Class A common stock issued for cash, shares | 1,062,234 | ||||
Ending balance, value at Sep. 30, 2022 | $ 794 | $ 1,000 | $ 31,968,719 | $ (24,130,365) | $ 7,840,148 |
Ending balance, shares at Sep. 30, 2022 | 7,936,274 | 10,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (8,714,487) | $ (1,319,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,209,000 | 200,000 |
Depreciation and amortization | 238,859 | 294,629 |
Bad debt | 618 | |
Lease liability amortization | (4,756) | 10,391 |
Gain on forgiveness of PPP loan | (633,830) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (787,318) | 11,149 |
Accounts receivable - related party | 437,471 | 175,769 |
Inventory | (269,633) | 149,207 |
Contract asset | (60,932) | |
Prepaid expenses and other assets | (1,585,247) | (27,130) |
Accounts payable and accrued liabilities | (299,165) | 162,254 |
Accounts payable and accrued liabilities - related party | 10,939 | 394,924 |
Contract liability | (2,479) | 62,712 |
Net Cash used in Operating Activities | (9,827,748) | (518,955) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (1,425,623) | (30,266) |
Net Cash used in Investing Activities | (1,425,623) | (30,266) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance from common stock | 3,060,809 | 2,694,335 |
Due to shareholder | 89,872 | |
Proceeds from notes payable | 307,610 | |
Repayment of notes payable | (213,708) | (16,266) |
Payment of lease liabilities | (148,019) | (62,180) |
Repayment of notes payable - related party | (797,505) | (250,000) |
Net Cash provided by Financing Activities | 1,901,577 | 2,763,371 |
Net change in cash | (9,351,794) | 2,214,150 |
Cash, beginning of period | 13,710,845 | 20,162 |
Cash, end of period | 4,359,051 | 2,234,312 |
Supplemental cash flow information | ||
Cash paid for interest | 19,951 | 6,713 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Debt forgiveness related party | 1,624,755 | 3,392,294 |
Note payable - related party issued exchange with due to shareholder | $ 4,000,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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 vertically integrated provider of Space-as-a-Service solutions including end-to-end satellite support. The company combines mission critical hardware manufacturing; multi-disciplinary engineering services; satellite design, manufacture, launch planning, mission operations and in-orbit support; and space-based 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 over ten (10) 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. In addition, Sidus Space is building a Multi-Mission Satellite constellation using our hybrid 3D printed multipurpose satellite to provide continuous, near real-time Earth Observation and Internet-of-Things (IOT) data for the global space economy. Sidus Space has designed and is manufacturing LizzieSat (LS) for its LEO satellite constellation operating in diverse orbits (28°-98° inclination, 300-650km altitude) as approved by the International Telecommunication Union (ITU) in February 2021. LS is expected to begin operations in 2023. Initial launches are planned via NASA CRS2 program agreement and launch service rideshare contracts. Each LS is 100kg with 20kg dedicated to payloads including remote sensing instruments. Payloads (Sidus or customer owned) can collect data over multiple Earth based locations, record it onboard, and downlink via ground passes to Sidus Mission Control Center (MCC) in Merritt Island, FL. Leveraging our existing manufacturing operations, flight hardware manufacturing experience and commercial off the shelf subsystem hardware, 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. We continue to patent our products including our satellites, external platforms and other innovations. Sidus offerings include a broad area of market sub-segments, such as: ● Satellite operators ● Value-added services ● Subsystems and components ● Satellite manufacturer ● Access to space through the ISS and commercial launch provider partnership 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 Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2021, contained in the Company’s Form 10-K filed on April 5, 2022. Going Concern For the nine months ended September 30,2022 the Company had a net loss of $ 8.7 1.2 600,000 100,000 6.8 9.8 600,000 100,000 9.1 Principles of Consolidation The condensed consolidated financial statements include the accounts of our Company and the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. 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. Revenue Recognition We 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. Our 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 Condensed Consolidated Financial Statements. Our revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of our services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with our customers that we believe 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 we satisfy each performance obligation. These five elements, as applied to each our 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 we satisfy 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 non-refundable unless the entity fails to perform as promised. If the customer terminates the contract, we are entitled only to retain any progress payments received from the customer and we have no further rights to compensation from the customer. Even though the payments made by the customer are non-refundable, 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 us for performance completed to date. Accordingly, we account 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 we satisfy a performance obligation. Contract Assets & Contract Liabilities The amounts included within contract assets and contract liabilities are related to the company’s long-term construction contracts. Retainage for which the company has an unconditional right to payment that is only subject to the passage of time is classified as contracts receivable. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities on a net basis at the individual contract level. Contract assets represent revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts. Contract liabilities represent the company’s obligation to perform on uncompleted contracts with customers for which the company has received payment or for which contracts receivable are outstanding. Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles, computer equipment and capitalized research and development 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 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 September 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Note 3. Variable Interest Entity The condensed 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), are included in the Company’s condensed 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 September 30, 2022 and December 31, 2021, Aurea’s assets and liabilities are as follows; Schedule of Variable Interest Entities Assets and Liabilities September 30, December 31, 2022 2021 Assets Cash $ 62,713 $ 67,754 Prepaid and other current assets 6,656 10,585 Total Assets $ 69,369 $ 78,339 Liability Accounts payable and other current liabilities $ 22,141 $ 63,091 For the nine months ended September 30, 2022 and 2021, Aurea’s net loss was $ 103,021 58,692 |
Prepaid expense and Other curre
Prepaid expense and Other current assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense And Other Current Assets | |
Prepaid expense and Other current assets | Note 4. Prepaid expense and Other current assets As of September 30, 2022 and December 31, 2021, prepaid expense and other current assets are as follows: Schedule of Prepaid Expense and Other Current Assets September 30, December 31, 2022 2021 Prepaid insurance $ 313,822 $ 1,520,016 Prepaid components 1,280,231 - Prepaid satellite services & licenses 1,343,750 - Other prepaid expense 213,546 68,178 VAT receivable 6,000 6,905 Total $ 3,157,349 $ 1,595,099 During the nine months ended September 30, 2022 and 2021, the Company recorded interest expense of $ 18,128 0 As of September 30, 2022 and December 31, 2021, other prepaid expense included software subscriptions of $ 109,000 23,000 53,000 0 25,000 25,000 0 19,000 23,000 0 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory As of September 30, 2022 and December 31, 2021, inventory is as follows: Schedule of Inventory September 30, December 31, Work in Process $ 397,135 $ 127,502 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment At September 30, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment September 30, December 31, 2022 2021 Office equipment $ 17,061 $ 17,061 Computer equipment 14,907 14,907 Vehicle 28,143 28,143 Software 158,212 93,012 Machinery 3,280,911 3,280,911 Leasehold improvements 372,867 198,645 R&D - Software 386,182 - Construction in progress 950,630 150,611 Property and equipment, gross 5,208,913 3,783,290 Accumulated depreciation (3,247,079 ) (3,008,220 ) Property and equipment, net of accumulated depreciation $ 1,961,834 $ 775,070 Depreciation expense of property and equipment for the nine months ended September 30, 2022 and 2021 is $ 238,859 294,629 142,248 270,151 During the nine months ended September 30, 2022 and 2021, the Company purchased assets of $ 1,425,623 30,266 |
Accounts payable and other curr
Accounts payable and other current liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and other current liabilities | Note 7. Accounts payable and other current liabilities At September 30, 2022 and December 31, 2021, accounts payable and other current liabilities consisted of the following: Schedule of Accounts Payable and Other Current Liabilities September 30, December 31, 2022 2021 Accounts payable $ 553,181 $ 225,271 Payroll liabilities 565,566 220,914 Credit cards 64,899 44,510 Other payable 70,754 23,016 Insurance payable 154,752 1,331,749 Total accrued expenses and other liabilities $ 1,409,152 $ 1,845,460 |
Contract assets and liabilities
Contract assets and liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract assets and liabilities | Note 8. Contract assets and liabilities At September 30, 2022 and December 31, 2021, contract assets and contract liabilities consisted of the following: Schedule of Contract Assets and Liabilities Contract assets September 30, December 31, Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage $ - $ - Retainage included in contract assets due to being conditional on something other than solely passage of time 60,932 - Total contract assets $ 60,932 $ - Contract liabilities September 30, December 31, Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ - $ - Retainage included in contract liabilities due to being conditional on something other than solely passage of time 60,932 - Total contact liabilities $ 60,932 $ - |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
Leases | Note 9. Leases Operating lease We have a noncancelable operating lease entered into in November 2016 for our office facility that expired in July 2021and has renewal options to May 2023. The monthly “Base Rent” is $ 10,392 2.5 85,419 89,268 178,408 185,210 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 11,855 2.5 399,372 229,400 240,126 We recognized total lease expense of approximately $ 251,370 165,934 10,000 Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at September 30, 2022 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Total Year Ended December 31, 2022 $ 70,367 2023 205,987 2024 63,835 Thereafter - Total undiscounted lease payments 340,189 Less: Imputed interest (10,795 ) Operating lease liabilities 329,394 Operating lease liability - current 229,652 Operating lease liability - non-current $ 99,742 The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2022: Summary of Other Supplemental Information Weighted average discount rate 4.83 % Weighted average remaining lease term (years) 1.40 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 5 During the nine months ended September 30, 2022, the Company fully paid off the finance lease. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10. 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 December 9, 2023 293,836 1,106,164 During the nine months ended September 30, 2022, the Company recorded interest expense of $ 137,143 213,708 1,043,486 1,120,051 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions Revenue and Accounts receivable – Related Party The Company recognized revenue of $ 864,319 472,482 5,811 443,282 0 63,411 Accounts payable and accrued interest – related party At September 30, 2022 and December 31, 2021, accounts payable and accrued interest owed to CTC, consisted of the following: Schedule of Accounts Payable and Accrued Interest Related Party September 30, December 31, 2022 2021 Accounts payable $ 527,476 $ 534,652 Accrued interest - 54,145 Accounts payable and accrued interest $ 527,476 $ 588,797 Note payable – related party On May 1, 2021, the Company converted $ 4 3,473,693 September 30, 2025 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 $ 1,106,164 293,836 During the nine months ended September 30, 2022, the Company recorded interest expense of $ 18,115 During the nine months ended September 30, 2022, the Company repaid $ 797,505 1,624,755 As of September 30, 2022 and December 31, 2021, the Company had note payable – related party current of $ 0 1,000,000 0 1,350,000 Sublease On August 1, 2021, the Company entered into a Sublease Agreement with its related party and Majority Shareholder, Craig Technical Consulting, Inc. (“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 days’ notice to the Sublandlord. The monthly rent shall be $ 4,570 4,707 4,847 42,226 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies License Agreement The condensed consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary (see Note 4). 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 $ 120,000 120,000 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 13. Stockholders’ 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 The Company had 7,936,274 6,574,040 Committed Equity Facility On August 10, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right to sell to B. Riley, up to the lesser of (i) $ 30,000,000 0.0001 Under the applicable Nasdaq rules, in no event may the Company issue to B. Riley under the Purchase Agreement more than 3,373,121 19.99 4.99 During the nine months ended September 30, 2022, the Company issued 1,362,234 ● 300,000 1,209,000 ● 971,867 3,435,809 90,367 375,000 3,060,809 Class B Common Stock The Company had 10,000,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events Subsequent to September 30, 2022, the Company had the following subsequent events: 56,678 105,397 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2021, contained in the Company’s Form 10-K filed on April 5, 2022. |
Going Concern | Going Concern For the nine months ended September 30,2022 the Company had a net loss of $ 8.7 1.2 600,000 100,000 6.8 9.8 600,000 100,000 9.1 |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of our Company and the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. 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. |
Revenue Recognition | Revenue Recognition We 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. Our 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 Condensed Consolidated Financial Statements. Our revenue is recognized under Topic 606 in a manner that reasonably reflects the delivery of our services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with our customers that we believe 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 we satisfy each performance obligation. These five elements, as applied to each our 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 we satisfy 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 non-refundable unless the entity fails to perform as promised. If the customer terminates the contract, we are entitled only to retain any progress payments received from the customer and we have no further rights to compensation from the customer. Even though the payments made by the customer are non-refundable, 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 us for performance completed to date. Accordingly, we account 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 we satisfy a performance obligation. |
Contract Assets & Contract Liabilities | Contract Assets & Contract Liabilities The amounts included within contract assets and contract liabilities are related to the company’s long-term construction contracts. Retainage for which the company has an unconditional right to payment that is only subject to the passage of time is classified as contracts receivable. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities on a net basis at the individual contract level. Contract assets represent revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts. Contract liabilities represent the company’s obligation to perform on uncompleted contracts with customers for which the company has received payment or for which contracts receivable are outstanding. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles, computer equipment and capitalized research and development 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 |
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 September 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Assets and Liabilities | As of September 30, 2022 and December 31, 2021, Aurea’s assets and liabilities are as follows; Schedule of Variable Interest Entities Assets and Liabilities September 30, December 31, 2022 2021 Assets Cash $ 62,713 $ 67,754 Prepaid and other current assets 6,656 10,585 Total Assets $ 69,369 $ 78,339 Liability Accounts payable and other current liabilities $ 22,141 $ 63,091 |
Prepaid expense and Other cur_2
Prepaid expense and Other current assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense And Other Current Assets | |
Schedule of Prepaid Expense and Other Current Assets | As of September 30, 2022 and December 31, 2021, prepaid expense and other current assets are as follows: Schedule of Prepaid Expense and Other Current Assets September 30, December 31, 2022 2021 Prepaid insurance $ 313,822 $ 1,520,016 Prepaid components 1,280,231 - Prepaid satellite services & licenses 1,343,750 - Other prepaid expense 213,546 68,178 VAT receivable 6,000 6,905 Total $ 3,157,349 $ 1,595,099 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2022 and December 31, 2021, inventory is as follows: Schedule of Inventory September 30, December 31, Work in Process $ 397,135 $ 127,502 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At September 30, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment September 30, December 31, 2022 2021 Office equipment $ 17,061 $ 17,061 Computer equipment 14,907 14,907 Vehicle 28,143 28,143 Software 158,212 93,012 Machinery 3,280,911 3,280,911 Leasehold improvements 372,867 198,645 R&D - Software 386,182 - Construction in progress 950,630 150,611 Property and equipment, gross 5,208,913 3,783,290 Accumulated depreciation (3,247,079 ) (3,008,220 ) Property and equipment, net of accumulated depreciation $ 1,961,834 $ 775,070 |
Accounts payable and other cu_2
Accounts payable and other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | At September 30, 2022 and December 31, 2021, accounts payable and other current liabilities consisted of the following: Schedule of Accounts Payable and Other Current Liabilities September 30, December 31, 2022 2021 Accounts payable $ 553,181 $ 225,271 Payroll liabilities 565,566 220,914 Credit cards 64,899 44,510 Other payable 70,754 23,016 Insurance payable 154,752 1,331,749 Total accrued expenses and other liabilities $ 1,409,152 $ 1,845,460 |
Contract assets and liabiliti_2
Contract assets and liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | At September 30, 2022 and December 31, 2021, contract assets and contract liabilities consisted of the following: Schedule of Contract Assets and Liabilities Contract assets September 30, December 31, Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage $ - $ - Retainage included in contract assets due to being conditional on something other than solely passage of time 60,932 - Total contract assets $ 60,932 $ - Contract liabilities September 30, December 31, Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ - $ - Retainage included in contract liabilities due to being conditional on something other than solely passage of time 60,932 - Total contact liabilities $ 60,932 $ - |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Total Year Ended December 31, 2022 $ 70,367 2023 205,987 2024 63,835 Thereafter - Total undiscounted lease payments 340,189 Less: Imputed interest (10,795 ) Operating lease liabilities 329,394 Operating lease liability - current 229,652 Operating lease liability - non-current $ 99,742 |
Summary of Other Supplemental Information | The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2022: Summary of Other Supplemental Information Weighted average discount rate 4.83 % Weighted average remaining lease term (years) 1.40 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Accounts Payable and Accrued Interest Related Party | At September 30, 2022 and December 31, 2021, accounts payable and accrued interest owed to CTC, consisted of the following: Schedule of Accounts Payable and Accrued Interest Related Party September 30, December 31, 2022 2021 Accounts payable $ 527,476 $ 534,652 Accrued interest - 54,145 Accounts payable and accrued interest $ 527,476 $ 588,797 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net loss | $ 3,926,298 | $ 2,457,835 | $ 2,330,354 | $ 622,741 | $ 497,578 | $ 199,329 | $ 8,714,487 | $ 1,319,648 |
Noncash stock-based consulting fee | 1,209,000 | 200,000 | ||||||
One-time banking advisory fee | 600,000 | |||||||
Legal expense | 100,000 | |||||||
Non-recurring expenses net loss | 6,800,000 | |||||||
Net cash flow from operating activities | $ 9,827,748 | $ 518,955 | ||||||
Property and equipment, estimated useful lives | Depreciation expense is recognized over the assets’ estimated useful lives of three - ten years using the straight-line method | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
One-time banking advisory fee | $ 600,000 | |||||||
Legal expense | 100,000 | |||||||
Net cash flow from operating activities | $ 9,100,000 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 4,359,051 | $ 13,710,845 |
Prepaid and other current assets | 3,157,349 | 1,595,099 |
Total Assets | 11,210,588 | 17,299,951 |
Liability | ||
Accounts payable and other current liabilities | 1,409,152 | 1,845,460 |
Variable Interest Entity, Primary Beneficiary [Member] | Aurea [Member] | ||
Assets | ||
Cash | 62,713 | 67,754 |
Prepaid and other current assets | 6,656 | 10,585 |
Total Assets | 69,369 | 78,339 |
Liability | ||
Accounts payable and other current liabilities | $ 22,141 | $ 63,091 |
Variable Interest Entity (Detai
Variable Interest Entity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Variable interest entity, description | The condensed 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), are included in the Company’s condensed consolidated financial statements | |||||||
Net loss | $ (3,926,298) | $ (2,457,835) | $ (2,330,354) | $ (622,741) | $ (497,578) | $ (199,329) | $ (8,714,487) | $ (1,319,648) |
Variable Interest Entity, Primary Beneficiary [Member] | Aurea [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Net loss | $ 103,021 | $ 58,692 | ||||||
Aurea Shareholders [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Voting rights percent | 100% | 100% |
Schedule of Prepaid Expense and
Schedule of Prepaid Expense and Other Current Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Current Assets | ||
Prepaid insurance | $ 313,822 | $ 1,520,016 |
Prepaid components | 1,280,231 | |
Prepaid satellite services & licenses | 1,343,750 | |
Other prepaid expense | 213,546 | 68,178 |
VAT receivable | 6,000 | 6,905 |
Total | $ 3,157,349 | $ 1,595,099 |
Prepaid expense and Other cur_3
Prepaid expense and Other current assets (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Interest expense | $ 18,128 | $ 0 | |
Other Prepaid Expense [Member] | |||
Software subscriptions | 109,000 | $ 23,000 | |
Down payment on new machinery | 53,000 | 0 | |
Prepaid rent | 25,000 | 25,000 | |
Prepaid property insurance | 0 | 19,000 | |
License fees | $ 23,000 | $ 0 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Work in Process | $ 397,135 | $ 127,502 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,208,913 | $ 3,783,290 |
Accumulated depreciation | (3,247,079) | (3,008,220) |
Property and equipment, net of accumulated depreciation | 1,961,834 | 775,070 |
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 | 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 | 158,212 | 93,012 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,280,911 | 3,280,911 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 372,867 | 198,645 |
R & D Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 386,182 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 950,630 | $ 150,611 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 238,859 | $ 294,629 |
Purchased assets | 1,425,623 | 30,266 |
Cost of Sales [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 142,248 | $ 270,151 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 553,181 | $ 225,271 |
Payroll liabilities | 565,566 | 220,914 |
Credit cards | 64,899 | 44,510 |
Other payable | 70,754 | 23,016 |
Insurance payable | 154,752 | 1,331,749 |
Accounts payable and other current liabilities | $ 1,409,152 | $ 1,845,460 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage | ||
Retainage included in contract assets due to being conditional on something other than solely passage of time | 60,932 | |
Total contract assets | 60,932 | |
Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage | ||
Retainage included in contract liabilities due to being conditional on something other than solely passage of time | 60,932 | |
Total contact liabilities | $ 60,932 |
Summary of Future Minimum Lease
Summary of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 | $ 70,367 | |
2023 | 205,987 | |
2024 | 63,835 | |
Thereafter | ||
Total undiscounted lease payments | 340,189 | |
Less: Imputed interest | (10,795) | |
Operating lease liabilities | 329,394 | |
Operating lease liability - current | 229,652 | $ 261,674 |
Operating lease liability - non-current | $ 99,742 | $ 262,468 |
Summary of Other Supplemental I
Summary of Other Supplemental Information (Details) | Sep. 30, 2022 |
Leases | |
Weighted average discount rate | 4.83% |
Weighted average remaining lease term (years) | 1 year 4 months 24 days |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||
Base rent expense | $ 4,570 | |||||
Right of use asset | $ 314,819 | $ 314,819 | $ 504,811 | |||
Lease liability | 329,394 | 329,394 | ||||
Operating lease expense | 80,019 | $ 81,926 | 251,370 | $ 165,934 | ||
Security deposit | $ 10,000 | $ 10,000 | ||||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capital leases term | 59 months | 59 months | ||||
Finance lease annual interest | 4% | 4% | ||||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capital leases term | 83 months | 83 months | ||||
Finance lease annual interest | 5% | 5% | ||||
New Lease Agreement [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Base rent expense | $ 11,855 | |||||
Increased base rent percentage | 2.50% | 2.50% | ||||
Right of use asset | $ 229,400 | $ 229,400 | 399,372 | |||
Lease liability | $ 240,126 | $ 240,126 | 399,372 | |||
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 | |||||
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 expired in July 2021and 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% | 2.50% | ||||
Right of use asset | $ 85,419 | $ 85,419 | 178,408 | |||
Lease liability | $ 89,268 | $ 89,268 | $ 185,210 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Dec. 03, 2021 | Dec. 01, 2021 | May 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Note Payable related party current | $ 1,000,000 | |||||
Note Payable related party noncurrent | 1,350,000 | |||||
Interest expenses | 18,115 | |||||
Repayment of notes payable | 213,708 | $ 16,266 | ||||
Notes payable principal amount and interest | 1,043,486 | 1,120,051 | ||||
Decathlon Alpha IV, L.P. [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Loans payable | $ 1,106,164 | |||||
Note Payable related party current | 1,400,000 | 0 | 1,000,000 | |||
Note Payable related party noncurrent | 1,106,164 | 0 | 1,350,000 | |||
Forgiveness of notes payable | $ 293,836 | $ 293,836 | 293,836 | |||
Revenue percentage | 4% | |||||
Debt instrument, maturity date | Dec. 09, 2023 | Sep. 30, 2025 | ||||
Interest expenses | 137,143 | |||||
Repayment of notes payable | $ 250,000 | 213,708 | ||||
Notes payable principal amount and interest | $ 1,043,486 | $ 1,120,051 |
Schedule of Accounts Payable _2
Schedule of Accounts Payable and Accrued Interest Related Party (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Accounts payable | $ 527,476 | $ 534,652 |
Accrued interest | 54,145 | |
Accounts payable and accrued interest | $ 527,476 | $ 588,797 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 03, 2021 | Dec. 01, 2021 | May 01, 2021 | Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 31, 2024 | Jan. 31, 2023 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Accounts receivable - related parties | $ 5,811 | $ 443,282 | |||||||
Contract liabilities, related party | 63,411 | ||||||||
Notes payable, related party current | 1,000,000 | ||||||||
Repayments of notes payable | 213,708 | $ 16,266 | |||||||
Notes payable, related party noncurrent | 1,350,000 | ||||||||
Interest expense debt | 18,115 | ||||||||
Repayments of notes payable related party | 797,505 | 250,000 | |||||||
Debt forgiveness related party | 1,624,755 | 3,392,294 | |||||||
Monthly rent | $ 4,570 | ||||||||
Sub lease expense | 42,226 | ||||||||
Forecast [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Monthly rent | $ 4,847 | $ 4,707 | |||||||
Craig Technical Consulting Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Contract with customer liability revenue recognized | 864,319 | $ 472,482 | |||||||
Accounts receivable - related parties | 5,811 | 443,282 | |||||||
Contract liabilities, related party | 0 | 63,411 | |||||||
Notes payable, related party current | $ 4,000,000 | ||||||||
Debt instrument, decrease, forgiveness | $ 3,473,693 | ||||||||
Decathlon Alpha IV, L.P. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes payable, related party current | $ 1,400,000 | 0 | 1,000,000 | ||||||
Debt instrument, decrease, forgiveness | $ 293,836 | 293,836 | 293,836 | ||||||
Debt instrument, maturity date | Dec. 09, 2023 | Sep. 30, 2025 | |||||||
Repayments of notes payable | $ 250,000 | 213,708 | |||||||
Notes payable, related party noncurrent | $ 1,106,164 | 0 | $ 1,350,000 | ||||||
Interest expense debt | $ 137,143 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - License Agreement Terms [Member] | Aug. 18, 2020 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Reservation fee | $ 120,000 |
License fee | $ 120,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Aug. 10, 2022 | Dec. 16, 2021 | Aug. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 30, 2021 | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 115,000,000 | 36,000,000 | 110,000,000 | 110,000,000 | 110,000,000 | ||||
Preferred stock, shares issued | 1,000,000 | 0 | 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 | 5,000,000 | |||||
Common stock, shares issued | 85,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock issued during period value new issues | $ 3,060,809 | $ 2,694,335 | $ 1,362,234 | ||||||
Aggregate proceeds from issuance of shares | $ 3,060,809 | $ 2,694,335 | |||||||
2021 Omnibus Equity Incentive Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted shares for consulting services, shares | 300,000 | ||||||||
Restricted shares for consulting services, value | $ 1,209,000 | ||||||||
Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, shares | 971,867 | ||||||||
Aggregate proceeds from issuance of shares | $ 3,435,809 | ||||||||
Commitment shares | 90,367 | 90,367 | |||||||
Share issuance costs | $ 375,000 | ||||||||
Net Procceds from issuance of shares | $ 3,060,809 | ||||||||
Craig Technical Consulting Inc [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of outstanding shares of common stock | 100% | ||||||||
B Riley [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of outstanding shares of common stock | 4.99% | ||||||||
B Riley [Member] | Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of outstanding shares of common stock | 19.99% | ||||||||
Stock issued during period, shares | 3,373,121 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 25,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Common stock, shares issued | 7,936,274 | 7,936,274 | 6,574,040 | ||||||
Common stock, shares outstanding | 7,936,274 | 7,936,274 | 6,574,040 | ||||||
Common Class A [Member] | Purchase Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | ||||||||
Stock issued during period value new issues | $ 30,000,000 | ||||||||
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 | 10,000,000 | ||||||
Common stock, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Nov. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Aggregate proceeds from issuance of shares | $ 3,060,809 | $ 2,694,335 | |
Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares | 971,867 | ||
Aggregate proceeds from issuance of shares | $ 3,435,809 | ||
Subsequent Event [Member] | Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Stock issued during period, shares | 56,678 | ||
Aggregate proceeds from issuance of shares | $ 105,397 |