| Basis of Presentation and Summary of Significant Accounting Policies | Note 3. Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the
information and disclosures required by generally accepted accounting principles in the United States (”US”), (“GAAP”).
The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed consolidated financial
statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates.
The unaudited condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of
management, necessary to provide a fair statement of results for the interim periods presented. These unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2022 (the “2022 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”)
on May 11, 2023. The condensed consolidated balance sheet as of December 31, 2022 included in this report was derived from the Company’s
audited 2022 financial statements contained in the above referenced 2022 Annual Report. Results of the three months ended March 31, 2023,
are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. Basis of Presentation Other than as noted below, there have been no
material changes to the Company’s significant accounting policies previously disclosed in the 2022 Annual Report. Principles of Consolidation The Acquisition was accounted for as a reverse
recapitalization with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial
information presented in the unaudited condensed consolidated financial statements represents the accounts of GWW and its wholly owned
and majority owned subsidiaries. The unaudited condensed consolidated financial statements after completion of the Acquisition will include
the assets and liabilities and operations of GIGA and its subsidiaries from the Closing Date of the Acquisition. All intercompany transactions
and balances have been eliminated. The shares and net loss per common share prior to the merger have been retroactively restated to reflect
the share exchange ratio established in the merger. Recently Adopted Accounting
Standards I January 1, 2023 no . In January 2017, FASB issued ASU 2017-04, Intangibles—Goodwill
and Other (Topic 350): Simplifying the Test for Goodwill Impairment , January 1, 2023 no | Note 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Principles of Consolidation The Acquisition is accounted for as a reverse recapitalization
with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial information
presented in the consolidated financial statements represents the accounts of GWW and its wholly owned and majority owned subsidiaries.
The consolidated financial statements after completion of the Acquisition will include the assets and liabilities and operations of GIGA
and its subsidiaries from the Closing Date of the Acquisition. All intercompany transactions and balances have been eliminated. The shares
and net loss per common share prior to the merger have been retroactively restated as shares reflecting the exchange ratio established
in the merger. Change in Fiscal Year As a result of the Acquisition, the Company changed our fiscal year-end from March
25, 2023 to December 31, 2022, effective September 8, 2022. Accounting Estimates The preparation of financial statements, in conformity with
GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments
and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions
can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial
statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Key estimates include valuations of the assets and liabilities acquired in the business combination, valuation of convertible notes, reserves
for inventories, accruals of certain liabilities, useful lives and the recoverability of long-lived assets and impairment analysis of
goodwill. Reclassifications Certain prior year amounts have been reclassified for comparative
purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported
results of operations. The impact on any prior period disclosures was immaterial. Significant Accounting Policies Business Combinations The Company allocates the purchase price of an acquired business
to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date.
Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired customer relations,
developed technology and tradenames are recognized at fair value. The purchase price allocation process requires management to make significant
estimates and assumptions as of the acquisition date with respect to intangible assets. The allocation of the consideration transferred
in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be
up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated
results prospectively from date of acquisition. Direct transaction costs associated with the business combination are expensed as incurred. Revenue Recognition The Company recognizes revenue in accordance with Financial
Accounting Standards Board (”FASB”) issued Accounting Standards Codification (”ASC”) 606, Revenue from Contracts
with Customers •Step 1: Identify the contract with the customer, •Step 2: Identify the performance obligations in the contract, •Step 3: Determine the transaction price, •Step 4: Allocate the transaction price to the performance obligations in the
contract, and •Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company enters into contracts directly with its customers
and generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations
to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains
control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function
as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors
include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an
expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that
a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. Because the Company’s product sales agreements have an
expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC606-10-50-14(a) of not disclosing
information about its remaining performance obligations. Manufacturing Services The Company’s principal business is providing manufacturing
services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec, Microsource and
Microphase and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing
services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that
the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance
over time using a cost-to-cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance
obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship
between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services are recognized
based upon the proportional performance method as services transferred over time and to the extent the customer has not been invoiced
for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may
result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which
they are first identified. The Company has elected the practical expedient in ASC 606-10-50-14(a)
to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period
between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and
represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the
allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable
balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected.
The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing
economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration
is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered
past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts
have been unsuccessful in collecting the amount due. Based on an assessment of the collectability of accounts receivable
as of December 31, 2022 and 2021, an allowance was provided for doubtful accounts of $ 64,000 54,000 Accrued Revenue Manufacturing services that are recognized as revenue based
upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer
has not been invoiced for these revenues, are recorded as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2022 and December 31, 2021, accrued revenue
was $ 2.5 2.3 Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and
Disclosures The guidance also establishes a hierarchy for inputs used in
measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability
and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the
Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes
three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical
assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either
directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived
valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable
market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted
for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or
no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost,
including cash and cash equivalents and accounts receivables, approximate their fair value due to the short-term maturities of such instruments.
The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. Foreign Currency Translation A substantial portion of the Company’s revenues are generated
in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars.
Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other
than the U.S. dollar are re-measured into U.S. dollars in accordance with ASC 830, Foreign Currency Matters The financial statements of Relec, Gresham Power and Enertec,
whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), and the New Israeli
Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 830. All balance sheet accounts
have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated
using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive
income (loss) in the consolidated statement of operations and comprehensive (loss) income and as accumulated comprehensive loss in the
consolidated statement of changes in stockholders’ equity. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity
of three months or less at the time of purchase to be cash equivalents. Cash is maintained in checking accounts, money market funds and
certificates of deposits with reputable financial institutions in banks in the U.S., UK and Israel. Such deposits in the United States
may exceed the U.S. Federal Deposit Insurance Corporation insurance limits and are not insured in other jurisdictions. The Company had total cash of $ 2,195,000 1,599,000 1,473,000 933,000 631,000 61,000 Inventories Inventories are stated at the lower of cost or net realizable
value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly
original equipment manufactured for its clients. Cost of inventories is determined as follows: •Raw materials, parts and supplies—using the “first-in,
first-out” method. •Work-in-progress and finished products—using the
“first-in, first-out” method on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation
in respect of obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance
for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the
time of the review was not expected to be sold, is written off. Property and Equipment, Net We record property and equipment at cost, less accumulated depreciation.
Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove
the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or
impairment of assets, net. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets,
at the following rates:
Estimated useful lives of assets
Assets Useful Lives (In Years)
Computer software and office and computer equipment
3 5
Machinery and equipment, automobile, furniture and fixtures 5 10
Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter Goodwill and Indefinite-Lived Intangible Assets Goodwill has a carrying value of $ 9.1 9.8 1.5 Goodwill and indefinite-lived intangible assets are not amortized
but are assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying
value. Goodwill represents the excess purchase price over the fair
value of the net assets acquired. When conducting annual or interim impairment assessments, if applicable, a two-step process is used.
First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's each
reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment,
the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as
they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If
it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional
tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs
a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair
value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized.
In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections,
discount rate, and future market conditions. See Note 9 —Goodwill for further information on valuation
methodology and impairment of goodwill during the year ended December 31, 2022. For indefinite-lived intangible assets with indefinite lives, the Company has the
option to first assess qualitative factors of the indefinite-lived intangible assets. If the result of a qualitative test indicates that
it is more likely that not that the asset is impaired a quantitative test is performed. When a quantitative test is performed, the estimated
fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment
charge is recorded for the difference between the carrying value and the estimated fair value. No Intangible Assets The Company records intangible assets subject to amortization
at fair value at the date of acquisition. The Company has trademarks which were determined to have an indefinite life. Intangibles with
definite lives consist of Customer relationships, which are amortized on a straight line bases over their estimated useful lives from
10 14 The Company reviews intangible assets for impairment whenever
events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. The factors that
the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation
to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets.
When an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted
cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss
would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying
amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based
on discounted cash flows. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment
in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. Management reviews long-lived assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount
by which the carrying amount of the assets to their fair value. Note Payable The Company has elected to record certain notes payable at fair
value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations
at each period end while such notes payable are outstanding. Issuance costs are recognized in the consolidated statement of operations
in the period in which they are incurred. The fair value of the notes payable was determined using a probability weighted expected return
model, a scenario-based valuation model in which discrete future outcome scenarios for the Company are projected and discounted to present
value (See Note 13. Notes payable, related party, net). Warranty The Company offers a warranty period of twelve months for all
its manufactured products. The Company estimates the costs that may be incurred under its warranty and records a warranty liability in
the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include
the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its
recorded warranty liability and adjusts the amount, as necessary. Contingencies The Company is periodically involved in litigation arising from
other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations,
and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government
investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial
or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred
and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss
can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could
affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and
makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount
of a loss related to such matters. Income Taxes The Company determines its income taxes under the asset and
liability method in accordance with FASB (“ASC No. 740”), Income Taxes The Company may recognize the tax benefit from an uncertain
tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based
on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater
than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is
different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest
and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740 also
requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions
that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken
by the Company and has concluded that as of December 31, 2022 and December 31, 2021, there are no Stock-Based Compensation The Company accounts for stock-based compensation in accordance
with ASC 718, Compensation – Stock Compensation “ASC 718” •the Company recognizes stock-based expenses related to
stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of two
to four years, •the expected term assumption, using the simplified method,
reflects the period for which the Company believes the option will remain outstanding, •the Company determines the volatility of its stock by
looking at the historic volatility of its stock estimated over the expected term of the stock options, and •the risk-free rate reflects the U.S. Treasury yield for
a similar expected life instrument in effect at the time of the grant. The Company uses the Black-Scholes option pricing model for
determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the
fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. Forfeitures
are accounted for as they occur. Concentration of Credit Risk Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly
derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its
customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those
amounts that the Company have determined to be doubtful of collection. The following table provides the percentage of total revenues
attributable to a single customer from which 10% or more of total revenues are derived:
Schedule of percentage of total revenues
Year Ended Year Ended
Segment December 31, 2022 % of Total Revenue December 31, 2021 % of Total Revenue
Customer A $ 7,408 24 % $ 6,788 27 %
Customer B 3,775 12 % 7,492 29 %
Customer C 3,769 12 % 10,803 42 % As of December 31, 2022, one 31% one 49% Net Loss per Share Basic net loss per common share is computed using the weighted
average number of common shares outstanding during the period. Diluted Earnings per Share (”EPS”) incorporates the incremental
shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method. Anti-dilutive securities are
not included in the computation of diluted EPS. Comprehensive Loss The Company reports comprehensive loss in accordance with ASC
220, Comprehensive Income Leases The Company accounts for its leases under ASC 842, Leases Recent Accounting Standards In November 2021, the FASB issued Accounting Standards
Update (“ASU”) 2021-10, “ Government Assistance December
15, 2021 no In October 2021, the FASB issued ASU 2021-08, “Business
Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In May 2021, the FASB issued ASU 2021-04, “Earnings Per
Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives
and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges
of Freestanding Equity-Classified Written Call Options.” The guidance became effective for the Company on January 1, 2022. The Company
adopted the guidance on January 1, 2022 no In August 2020, the FASB issued ASU 2020-06, “Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting
for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies accounting
for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments
will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain
settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity
contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The amendments
in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023,
including interim periods within those fiscal years. Effective January 1, 2022 no In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill
and Other (Topic 350): Simplifying the Test for Goodwill Impairment, In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit
Losses”, (“ASU No. 2016-13”) to improve information on credit losses for financial assets and net investment in leases
that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with
a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early
adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated
financial statements and related disclosures |
