Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 17, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | ORBSAT CORP | |
Entity Central Index Key | 0001058307 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,177,203 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 559,282 | $ 728,762 |
Accounts receivable, net | 271,207 | 177,031 |
Inventory | 600,912 | 361,422 |
Unbilled revenue | 77,623 | 75,556 |
Prepaid expenses | 1,784 | 1,784 |
Other current assets | 47,107 | 27,912 |
Total current assets | 1,557,915 | 1,372,467 |
Property and equipment, net | 1,039,173 | 1,106,164 |
Right of use | 48,043 | 55,606 |
Intangible assets, net | 93,750 | 100,000 |
Total assets | 2,738,881 | 2,634,237 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,166,865 | 1,052,603 |
Contract liabilities | 31,547 | 36,704 |
Note payable - current portion | 58,255 | 121,848 |
Note payable Coronavirus loans - current portion | 70,782 | 41,831 |
Due to related party | 101,834 | 102,060 |
Lease liabilities - current | 30,385 | 30,125 |
Provision for income taxes | 19,121 | 18,957 |
Liabilities from discontinued operations | 112,397 | 112,397 |
Total current liabilities | 1,591,186 | 1,516,525 |
Long term liabilities: | ||
Convertible debt, net of discount, unamortized, $924,199 and $1,084,944, respectively | 261,977 | 209,323 |
Note payable Coronavirus loans - long term | 294,625 | 320,626 |
Lease liabilities - long term | 14,725 | 22,574 |
Total Liabilities | 2,162,513 | 2,069,048 |
Stockholders' Equity: | ||
Preferred Stock, $0.0001 par value; 3,333,333 shares authorized, 0 shares issued and outstanding | ||
Common stock, ($0.0001 par value; 50,000,000 shares authorized, 6,177,203 shares issued and outstanding as of March 31, 2021 and 4,080,017 outstanding at December 31, 2020, respectively) | 617 | 408 |
Additional paid-in capital | 15,298,667 | 14,486,166 |
Accumulated (deficit) | (14,681,695) | (13,878,553) |
Accumulated other comprehensive income | (41,221) | (42,832) |
Total stockholders' equity | 576,368 | 565,189 |
Total liabilities and stockholders' equity | $ 2,738,881 | $ 2,634,237 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Unamortized discount | $ 924,199 | $ 1,084,944 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,333,333 | 3,333,333 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,177,203 | 4,080,017 |
Common stock, shares outstanding | 6,177,203 | 4,080,017 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 1,461,428 | $ 1,468,103 |
Cost of sales | 1,023,911 | 1,120,102 |
Gross profit | 437,517 | 348,001 |
Operating expenses: | ||
Selling, general and administrative | 161,690 | 157,206 |
Salaries, wages and payroll taxes | 208,174 | 195,642 |
Professional fees | 292,882 | 114,889 |
Depreciation and amortization | 73,700 | 71,504 |
Total operating expenses | 736,446 | 539,241 |
Loss before other expenses and income taxes | (298,929) | (191,240) |
Interest expense | 520,694 | 91,253 |
Foreign currency exchange rate variance | (16,481) | 2,367 |
Total other expenses | 504,213 | 93,620 |
Net loss | (803,142) | (284,860) |
Comprehensive Income: | ||
Net loss | (803,142) | (284,860) |
Foreign currency translation adjustments | 1,611 | (9,194) |
Comprehensive loss | $ (801,531) | $ (294,054) |
Net loss Per Share - Basic & Diluted | $ (0.16) | $ (2.43) |
Weighted average common shares outstanding - Basic & Diluted | 4,926,175 | 121,216 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock Series A [Member] | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Preferred Stock Series D [Member] | Preferred Stock Series E [Member] | Preferred Stock Series F [Member] | Preferred Stock Series G [Member] | Preferred Stock Series H [Member] | Preferred Stock Series I [Member] | Preferred Stock Series J [Member] | Preferred Stock Series K [Member] | Preferred Stock Series L [Member] | Common Stock [Member] | Additional Paid In-Capital [Member] | Accumulated Deficit [Member] | Comprehensive Income (Loss) [Member] | Total |
Balance at Dec. 31, 2019 | $ 12 | $ 11,757,027 | $ (11,115,178) | $ (2,152) | $ 639,709 | ||||||||||||
Balance, shares at Dec. 31, 2019 | 121,216 | ||||||||||||||||
Exercise of options to common | |||||||||||||||||
Exercise of options to common,shares | |||||||||||||||||
Issuance common stock from convertible debt | $ 11 | 11,315 | 11,326 | ||||||||||||||
Issuance common stock from convertible debt, shares | 113,260 | ||||||||||||||||
Comprehensive income loss | (9,194) | (9,194) | |||||||||||||||
Net loss | (284,860) | ||||||||||||||||
Balance at Mar. 31, 2020 | $ 23 | 11,768,342 | (11,400,038) | (11,346) | 356,981 | ||||||||||||
Balance, shares at Mar. 31, 2020 | 234,476 | ||||||||||||||||
Balance at Dec. 31, 2020 | $ 408 | 14,486,166 | (13,878,553) | (42,832) | $ 565,189 | ||||||||||||
Balance, shares at Dec. 31, 2020 | 4,080,017 | ||||||||||||||||
Exercise of options to common,shares | |||||||||||||||||
Issuance common stock from convertible debt | $ 209 | 457,882 | $ 458,091 | ||||||||||||||
Issuance common stock from convertible debt, shares | 2,092,186 | ||||||||||||||||
Beneficial conversion feature of convertible debt | 340,420 | 340,420 | |||||||||||||||
Stock based compensation | $ 0 | 14,200 | 14,200 | ||||||||||||||
Stock based compensation, shares | 5,000 | ||||||||||||||||
Comprehensive income loss | 1,611 | 1,611 | |||||||||||||||
Net loss | (803,142) | ||||||||||||||||
Balance at Mar. 31, 2021 | $ 617 | $ 15,298,667 | $ (14,681,695) | $ (41,221) | $ 576,368 | ||||||||||||
Balance, shares at Mar. 31, 2021 | 6,177,203 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Jul. 24, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value | 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 |
Preferred Stock Series A [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series B [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series C [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series D [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series E [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series F [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series G [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series H [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series I [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series J [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series K [Member] | ||||
Preferred stock, par value | 0.0001 | 0.0001 | ||
Preferred Stock Series L [Member] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (803,142) | $ (284,860) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation expense | 67,450 | 65,254 | |
Amortization of intangible asset | 6,250 | 6,250 | |
Amortization of right to use | 7,563 | 11,939 | |
Amortization of convertible debt, net | 501,164 | 74,837 | |
Stock based compensation | 14,200 | ||
Change in operating assets and liabilities: | |||
Accounts receivable | (94,176) | 72,045 | |
Inventory | (239,490) | (77,686) | |
Unbilled revenue | (2,067) | 5,368 | |
Prepaid expense | 12,652 | ||
Other current assets | (19,195) | 76,609 | |
Accounts payable and accrued liabilities | 114,261 | 120,709 | |
Lease liabilities | (7,589) | (11,939) | |
Provision for income taxes | 164 | (1,330) | |
Contract liabilities | (5,157) | (5,136) | |
Net cash (used in) provided by operating activities | (459,764) | 64,712 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (459) | (10,933) | |
Net cash used in investing activities | (459) | (10,933) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Repayments of note payable, related party, net | (226) | 20,536 | |
Repayments of notes payable | (60,643) | (7,226) | $ 0 |
Proceeds of convertible debt | 350,000 | ||
Net cash provided by financing activities | 289,131 | 13,310 | |
Effect of exchange rate on cash | 1,611 | (4,373) | |
Net (decrease) increase in cash | (169,481) | 62,716 | |
Cash beginning of period | 728,762 | 75,362 | 75,362 |
Cash end of period | 559,282 | 138,078 | $ 728,762 |
Cash paid during the period for | |||
Interest | |||
Income tax | |||
Non-cash adjustments during the period for | |||
Beneficial conversion feature on convertible debt | 340,420 | 74,837 | |
Conversion of convertible debt into common shares | 458,091 | 11,326 | |
Obtaining right of use asset for lease liability | $ 11,939 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the three months ending March 31, 2021, are not necessarily indicative of the results for the remainder of the fiscal year. The consolidated financial statements as of December 31, 2020, have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of Orbsat Corp F/K/A/ Orbital Tracking Corp. (the “Company”) for the year ended December 31, 2020, which are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2021. The consolidated balance sheet as of December 31, 2020 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. and Global Telesat Communications Ltd. All material intercompany balances and transactions have been eliminated in consolidation. . Description of Business Orbsat Corp (the “Company”) was formerly Great West Resources, Inc., a Nevada corporation. The Company is a provider of satellite-based hardware, airtime and related services both in the United States and internationally. The Company’s principal focus is on growing the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s own tracking devices for use by retail customers worldwide. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split of its common stock, and changing its name to EClips Media Technologies, Inc. On April 25, 2011, the Company changed its name to Silver Horn Mining Ltd. pursuant to a merger with a wholly-owned subsidiary. A wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. Global Telesat Communications Limited (“GTCL”) was formed under the laws of England and Wales in 2008. On February 19, 2015, the Company entered into a share exchange agreement with GTCL and all of the holders of the outstanding equity of GTCL pursuant to which GTCL became a wholly-owned subsidiary of the Company. Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2021, and 2020, there is an allowance for doubtful accounts of $0 and $5,300, respectively. Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. Prepaid expenses Prepaid expenses amounted to $1,784 and $1,784, at March 31, 2021 and December 31, 2020, respectively. Prepaid expenses include prepayments in cash for accounting fees, prepayments in equity instruments and license fees which are being amortized over the terms of their respective agreements and product costs associated with deferred revenue. The current portion consists of costs paid for future services which will occur within a year. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three months ended March 31, 2021, closing rate at 1.3783 US$: GBP, quarterly average rate at 1.379068 US$: GBP, for the three months ended March 31, 2020, closing rate at 1.245481 US$: GBP, quarterly average rate at 1.281097 US$: GBP, for the year ended 2020 closing rate at 1.3665 US$: GBP, average rate at 1.286618 US$: GBP. Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At March 31, 2021 and December 31, 2020, we had contract liabilities of $31,547 and $36,704, respectively. Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: ● Significant underperformance relative to expected historical or projected future operating results; ● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and ● Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company recorded an impairment charge of $0 and $0, during the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively. Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 Depreciation expense for the three months ended March 31, 2021 and 2020 were $67,450 and $65,254, respectively. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended March 31, 2021 and March 31, 2020, respectively. Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $0. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2021 and 2020, there were no expenditures on research and development. Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the quarter ended: March 31, 2021 March 31, 2020 Convertible notes payable (1) 4,368,486 7,936,740 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 7,372,530 7,979,784 (1) 4,368,486 and 7,936,740 shares of our common stock issuable upon conversion of $1,186,176 and $793,674 of Convertible Notes Payable as of March 31, 2021 and 2020, not accounting for 4.99% beneficial ownership limitations. Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recent Accounting Pronouncements In November 2018, the FASB amended Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 with ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. At March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right of use assets of $48,043. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Going Concern Considerations
Going Concern Considerations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Considerations | NOTE 2 - GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At March 31, 2021, the Company had an accumulated deficit of $14,681,695, negative working capital of $33,271 and net loss of $803,142 during the three months ended March 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The ability of the Company to continue as a going concern is dependent upon obtaining additional capital and financing. Management intends to attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to raise additional funds, there can be no assurances to that effect. Without additional capital, we will be unable to achieve our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations until requisite capital is secured. The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 - INVENTORIES At March 31, 2021 and December 31, 2020, inventories consisted of the following: March 31, 2021 December 31, 2020 Finished goods $ 600,912 $ 361,422 Less reserve for obsolete inventory - - Total $ 600,912 $ 361,422 For the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not make any change for reserve for obsolete inventory. |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | NOTE 4 – PREPAID EXPENSES Prepaid expenses amounted to $1,784 at March 31, 2021 and at December 31, 2020. Prepaid expenses include prepayments in cash for accounting fees, prepayments in equity instruments, which are being amortized over the terms of their respective agreements, as well as cost associated with certain contract liabilities. The current portion consists of costs paid for future services which will occur within a year. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 - PROPERTY AND EQUIPMENT At March 31, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following: March 31, 2021 December 31, 2020 Office furniture and fixtures $ 6,525 $ 6,470 Computer equipment 33,547 33,361 Rental equipment 48,603 48,187 Appliques 2,160,096 2,160,096 Website development 69,578 69,149 2,318,349 2,317,263 Less accumulated depreciation (1,279,176 ) (1,211,099 ) Total $ 1,039,173 $ 1,106,164 Depreciation expense was $67,450 and $65,254 for the three months ended March 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS On December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain contracts from Global Telesat Corp. (“GTC”). These contracts permit the Company to utilize the Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network. The purchase price for the contracts of $250,000 was paid by the Company under an asset purchase agreement by and among the Company, its wholly owned subsidiary, Orbital Satcom, GTC and World Surveillance Group, Inc. Included in the purchased assets are: (i) the rights and benefits granted to GTC under each of the Globalstar Contracts, subject to certain exclusions, (ii) Amortization of customer contracts are included in depreciation and amortization. For the three months ended March 31, 2021 and 2020, the Company amortized $6,250, respectively. Future amortization of intangible assets is as follows: 2021 $ 18,750 2022 25,000 2023 25,000 2024 25,000 Total $ 93,750 For the three months ended March 31, 2021 and 2020, there were no additional expenditures on research and development. |
Accounts Payable and Accrued Ot
Accounts Payable and Accrued Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Other Liabilities | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES Accounts payable and accrued other liabilities consisted of the following: March 31, 2021 December 31, 2020 Accounts payable $ 927,309 $ 747,476 Rental deposits 10,854 10,761 Customer deposits payable 52,298 53,570 Accrued wages & payroll liabilities 6,850 1,913 VAT liability & sales tax payable (31,290 ) 50,453 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 112,396 99,982 Accrued other liabilities 22,500 22,500 Total $ 1,166,865 $ 1,052,603 |
Line of Credit
Line of Credit | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | NOTE 8 – LINE OF CREDIT On October 9, 2019, Orbital Satcom Corp., entered into a short-term loan agreement for $29,000, with Amazon. The one-year term loan is paid monthly, has an interest rate of 9.72%, with late payment penalty interest of 11.72%. For the three months ended March 31, 2021 and 2020, the Company recorded interest expense of $0 and $467, respectively. The short-term line of credit balance as of March 31, 2021 and December 31, 2020, was $0 and $0. |
Note Exchange Agreement
Note Exchange Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Exchange Agreement | NOTE 9 – NOTE EXCHANGE AGREEMENT On April 30, 2019, the Company entered into a Shares for Note Exchange Agreement (each, an “Agreement” and collectively, the “Agreements”) with certain holders of the Company’s preferred stock (the “Converting Stockholders”). Pursuant to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting Stockholders for promissory notes as follows: Series of No. of Aggregate Aggregate B 1 222 $ 11 C 1 123,526 $ 12,353 D 3 147,577 $ 29,516 E — — $ — F 1 23,333 $ 233 G 2 346,840 $ 3,468 H 3 916 $ 916 I 3 3,241 $ 3,241 J 5 4,296 $ 42,961 K 7 70,571 $ 70,571 L 3 1,333 $ 5,000 TOTAL: 721,855 $ 168,270 In exchange for the above-referenced shares of preferred stock, the Company issued a promissory note (each, a “Note” and collectively, the “Notes”) to each of the Converting Stockholders on April 30, 2019. Each Note bears interest at a rate of 6% per annum and is due on the second anniversary of the issuance date. Interest accrues on a simple interest, non-compounded basis and will be added to the principal amount on the maturity date. In the event that any amount due under a Note is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid. The Company may prepay the Notes at any time. During the periods ended March 31, 2021 and December 31, 2020, the Company repaid $60,643 and $0 of the notes, leaving a balance of $58,255 and $121,848, respectively as short-term notes payable. For the three months ended March 31, 2021, the Company recorded interest in relation to the note of $1,594. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible notes payable – long term March 2021 Financing On March 5, 2021, the Company entered into a Note Purchase Agreement (the “March 2021 NPA”) by and between the Company and one individual accredited investor (the “Lender”). Pursuant to the terms of the March 2021 NPA, the Company sold a convertible promissory note with a principal amount of $350,000 (the “March 2021 Note”). The March 2021 Note is a general, unsecured obligation of the Company and bears simple interest at a rate of 7% per annum, and matures on the third anniversary of the date of issuance (the “Maturity Date”), to the extent that the March 2021 Note and the principal amount and any interest accrued thereunder have not been converted into shares of the Company’s common stock. In the event that any amount due under the March 2021 Note is not paid as and when due, such amount will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid. The Company may not pre-pay or redeem the March 2021 Note other than as required by the Agreement. The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021 Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $1.50 per share, and (b) a 30% discount to the price of the common stock in the qualified transaction. Following an event of default, the conversion price shall be adjusted to be equal to the lower of: (i) the then applicable conversion price or (ii) the price per share of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion. In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder, on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events. A “Qualified Transaction” refers the completion of the public offering of the Company’s securities stock with gross proceeds of at least $10,000,000 pursuant to which the Company’s securities become registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, or a merger with a company listed on the Nasdaq or Canadian stock exchanges, as amended. The Noteholder is granted registration rights and pre-emptive rights. In addition, the March 2021 NPA includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency. The Company’s issuance of the March 2021 Note under the terms of the March 2021 NPA was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The investor in the March 2021 Note is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act. There were no discounts or brokerage fees associated with this offering. The Company used the offering proceeds for working capital and general corporate purposes. As of March 31, 2021, the balance of the March 2021 Note is $350,000 which could convert into approximately 233,333 shares of common stock. The balances of the Company’s convertible notes payable consist of the following: March 31, 2021 December 31, 2020 May 2019 Notes $ 409,809 $ 462,085 August 2020 Notes 380,638 588,182 December 2020 Notes 45,729 244,000 March 2021 Notes 350,000 - 1,186,176 1,294,267 Debt Discount (924,199 ) (1,084,944 ) Total $ 261,977 $ 209,323 For the three months ended March 31, 2021 and 2020, we amortized the discount on the debt, to interest expense of $501,164 and $74,837. For the three months ended March 31, 2021 and 2020, the Holders converted a total of $458,091 and $11,315 of the convertible debt to 2,092,186 and 113,260 shares of common shares. |
Coronavirus Loans
Coronavirus Loans | 3 Months Ended |
Mar. 31, 2021 | |
Coronavirus Loans | |
Coronavirus Loans | NOTE 11 CORONAVIRUS LOANS On May 8, 2020, Orbsat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan. The loan is for $20,832 and has a term of 2 years, of which the first 6 months are deferred at an interest rate of 1%. As of March 31, 2021, the Company has recorded $19,096 as current portion of notes payable and $1,736 as notes payable long term. In May 2021, the Company applied for forgiveness of the full amount due on the PPP loan. On April 20, 2020, the Board of Directors the Company, approved for its wholly owned UK subsidiary, Global Telesat Communications LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £250,000. On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £250,000, or USD$344,575 at an exchange rate of GBP:USD of 1.3783. The Debenture bears interest beginning July 16, 2021, at a rate of 3.99% per annum over the Bank of England Base Rate (0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term of 6 years from the date of drawdown, July 15, 2026, the “Maturity Date”. The first repayment of £4,167 (exclusive of interest) will be made 13 month(s) after July 16, 2020. Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds of the Debenture are to be used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. As of March 31, 2021, the Company has recorded $51,686 as current portion of notes payable and $292,889 as notes payable long term. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12 - STOCKHOLDERS’ EQUITY Capital Structure On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation. On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 shares consisting of (i) 750,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock from 220,000,000 shares consisting of (i) 200,000,000 shares of common stock and (ii) 20,000,000 shares of preferred stock. Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150. All share and per share information in the accompanying condensed consolidated financial statements and footnotes has been retroactively restated to reflect the reverse split. On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock, $0.0001 par value per share, and the Company’s preferred stock, $0.0001 par value per share, (ii) a reduction in the number of authorized shares of common stock in direct proportion to the Reverse Split (i.e. from 750,000,000 shares to 50,000,000 shares), and (iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the Reverse Split (i.e. from 50,000,000 shares to 3,333,333 shares). No fractional shares will be issued in connection with the Reverse Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of post-Reverse Split shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares. The Reverse Split was approved by FINRA on August 19, 2019. The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.0001 per share and 3,333,333 shares of preferred stock, par value $0.0001 per share, as of March 31, 2021. Preferred Stock As of March 31, 2021, there were 3,333,333 shares of Preferred Stock authorized. As of March 31, 2021, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, and no shares issued and outstanding. Common Stock As of March 31, 2021, there were 50,000,000 shares of common stock authorized and 6,177,203 shares issued and outstanding. On February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio of (i) no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021. The Board of Directors has obtained (by written consent) the approval of the Company’s stockholders who, in the aggregate, own 2,686,337 shares of Common Stock, or 63.5% of the outstanding shares of Common Stock of the Company prior to the Reverse Split Action. On January 12, 2021, the Company issued an aggregate of 150,000 common stock upon the conversion of $30,000 of its convertible debt, at the conversion rate of $0.20 per share. On February 23, 2021, the Company issued an aggregate of 401,446 common stock upon the conversion of $80,289 of its convertible debt, at the conversion rate of $0.20 per share. On February 23, 2021, the Company issued an aggregate of 600,000 common stock upon the conversion of $150,000 of its convertible debt, at the conversion rate of $0.25 per share. On February 23, 2021, the Company issued an aggregate of 5,000 common stock for services in the amount of $14,200. On March 1, 2021, the Company issued an aggregate of 747,658 common stock upon the conversion of $149,532 of its convertible debt, at the conversion rate of $0.20 per share. On March 1, 2021, the Company issued an aggregate of 193,082 common stock upon the conversion of $48,270 of its convertible debt, at the conversion rate of $0.25 per share. A summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2021 is as follows: Stock Options Number of Weighted Weighted Balance at January 1, 2021 3,000,044 $ 0.47 9.91 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at March 31, 2021 3,000,044 $ 0.47 9.66 Options exercisable at March 31, 2021 3,000,044 $ 0.47 9.66 A summary of the status of the Company’s outstanding warrants and changes during the three months ended March 31, 2021 is as follows: Number of Weighted Weighted Balance at January 1, 2021 4,000 $ 60.00 0.37 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at March 31, 2021 4,000 $ 60.00 0.37 As of March 31, 2021, and December 31, 2020, there were 4,000 warrants outstanding, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 - RELATED PARTY TRANSACTIONS As of March 31, 2021, the accounts payable due to related party includes advances for inventory and services due to David Phipps of $91,334, accrued director fees of $5,000 due to Hector Delgado and accrued salary and expenses due to Thomas Seifert of $10,500. Total related party payments due as of March 31, 2021 and December 31, 2020 are $101,834 and $102,060, respectively. Those related party payable are non-interest bearing and due on demand. The Company’s UK subsidiary, GTCL has an over-advance line of credit with HSBC, for working capital needs. The over-advance limit is £25,000 or $34,163 at an exchange rate of 1.3665, with interest at 5.50% over Bank of England’s base rate or current rate of 6.25% variable. The advance is guaranteed by David Phipps, the Company’s Chief Executive Officer. The Company has an American Express account for Orbital Satcom Corp. and an American Express account for GTCL, both in the name of David Phipps who personally guarantees the balance owed. The Company employs three individuals who are related to Mr. Phipps, of which earned gross wages totaling $19,699 and $24,741 for the three months ended March 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 - COMMITMENTS AND CONTINGENCIES COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business closures. The success of our business depends on our global operations, including our supply chain and consumer demand, among other things. As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues. Our results of operations for the year ended December 31, 2020 reflect this impact; however, we expect that this trend may continue and the full extent of the impact is unknown. In recent months, some governmental agencies in the US and Europe, where we produce the largest percentage of our sales, have lifted certain restrictions. However, if customer demand continues to be low, our future equipment sales, subscriber activations and sales margin will be impacted. We have implemented several measures to minimize the impact on our operations and sustain our liquidity position, including receiving support through the US payroll protection program loan (“PPP”), a low interest, fixed rate loan provided under the UK’s Coronavirus Business Interruption Loan (“CBILS”) and the deferral of certain UK taxes. The Company may incur significant delays and/or expenses in addition to, impairing its ability to secure additional financing, relating to the worldwide COVID-19 (coronavirus) pandemic. It is presently unknown whether and to what extent the Company’s supply chains may be further affected if the pandemic persists for an extended period of time. The Company may incur significant delays or expenses relating to such events outside of its control, which could have a material adverse impact on its business, operating results and financial condition. The Company’s reliance on securing additional capital for its public company expenses may be impaired due to the effect on the U.S. financial markets. The inability to obtain appropriate financing, may affect its compliance requirements as a public company. The Company has been using its working capital from its operating subsidiaries, to support its public company expenses. The continued drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well as, its ability to continue operations. Employment Agreements On March 11, 2021, the Company’s Board of Directors approved and adopted the terms and provisions of employment agreements for David Phipps, the Company’s Chief Executive Officer, and Thomas Seifert, the Company’s Chief Financial Officer. The initial term of Mr. Phipps’ employment is one year commencing on March 11, 2021 which term will be automatically extended for additional one-year terms thereafter unless terminated by the Company or the executive by written notice. CEO’s annual base compensation is an aggregate of $180,000 payable by the Company and £50,000 (or approximately $70,000) payable through the Company’s wholly owned subsidiary, Global Telesat Communications Ltd., subject to periodic review and modification by the Board upon occurrence of material events relating to the Company’s financial and business performance, including, without limitation, the Company’s listing of its capital stock on a national securities exchange. Mr. Phipps also receives additional compensation in the form of an automobile allowance of $1,500 per month and private family medical insurance. In addition, Mr. Phipps will be entitled to receive an annual cash bonus in an amount equal to up to 150% of his base salary if the Company meets or exceeds performance criteria to be adopted by the Compensation Committee of the Board, once established, and any other additional bonuses as may be determined by the Board. Mr. Phipps is entitled to receive various other benefits if and to the extent available to the employees of the Company. The employment agreement may be terminated based on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The employment agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. The initial term of Mr. Seifert’s employment is one year commencing on March 11, 2021 which term will be automatically extended for additional one-year terms thereafter unless terminated by the Company or the executive by written notice. CFO’s annual base compensation is $150,000 payable by the Company, subject to periodic review and modification by the Board’s Compensation Committee. Mr. Seifert will be entitled to receive an annual cash bonus in an amount equal to up to 150% of his base salary if the Company meets or exceeds performance criteria to be adopted by the Compensation Committee of the Board, once established, and any other additional bonuses as may be determined by the Board. Mr. Seifert also receives additional compensation in the form of an automobile allowance of $750 per month and $1,000 per month to purchase individual medical insurance. Mr. Seifert is entitled to receive various other benefits if and to the extent available to the employees of the Company. The employment agreement may be terminated based on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The employment agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. Lease Agreement Effective July 24, 2019, a three-year lease was signed for 2,660 square feet for £25,536 annually, for our facilities in Poole, England for £2,128 per month, or $2,717 per month at the yearly average conversion rate of 1.276933, or $2,738 using exchange rate close at December 31, 2020 of 1.286618. The lease has been renewed until July 23, 2022. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any leases classified as financing leases. At March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right of use assets of $48,043. Net rent expense for the three months ended March 31, 2021 and 2020 were $6,384 and $8,075, respectively. Litigation From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 15 - CONCENTRATIONS Customers: Amazon accounted for 53.6% and 56.6% of the Company’s revenues during the three months ended March 31, 2021 and 2020, respectively. No other customer accounted for 10% or more of the Company’s revenues for either period. Suppliers: The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended March 31, 2021 and 2020. March 31, 2021 March 31, 2020 Globalstar Europe $ 140,829 10.1 % $ 136,661 12.0 % Garmin $ 236,243 16.9 % $ 131,266 11.4 % Network Innovations $ 129,931 9.3 % $ 334,292 28.9 % Cygnus Telecom $ 132,519 9.5 % $ 136,761 11.8 % Satcom Global $ 239,805 17.2 % $ 61,674 5.3 % Geographic The following table sets forth revenue as to each geographic location, for the three months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Europe $ 1,012,258 69.3 % $ 999,191 68.1 % North America 308,072 21.1 % 355,781 25.0 % South America 7,718 0.5 % 11,127 0.8 % Asia & Pacific 105,932 7.3 % 93,504 6.6 % Africa 27,448 1.9 % 8,500 0.6 % $ 1,461,428 $ 1,468,103 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS None. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. and Global Telesat Communications Ltd. All material intercompany balances and transactions have been eliminated in consolidation. |
Description of Business | Description of Business Orbsat Corp (the “Company”) was formerly Great West Resources, Inc., a Nevada corporation. The Company is a provider of satellite-based hardware, airtime and related services both in the United States and internationally. The Company’s principal focus is on growing the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s own tracking devices for use by retail customers worldwide. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split of its common stock, and changing its name to EClips Media Technologies, Inc. On April 25, 2011, the Company changed its name to Silver Horn Mining Ltd. pursuant to a merger with a wholly-owned subsidiary. A wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. Global Telesat Communications Limited (“GTCL”) was formed under the laws of England and Wales in 2008. On February 19, 2015, the Company entered into a share exchange agreement with GTCL and all of the holders of the outstanding equity of GTCL pursuant to which GTCL became a wholly-owned subsidiary of the Company. |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2021, and 2020, there is an allowance for doubtful accounts of $0 and $5,300, respectively. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. |
Prepaid Expenses | Prepaid expenses Prepaid expenses amounted to $1,784 and $1,784, at March 31, 2021 and December 31, 2020, respectively. Prepaid expenses include prepayments in cash for accounting fees, prepayments in equity instruments and license fees which are being amortized over the terms of their respective agreements and product costs associated with deferred revenue. The current portion consists of costs paid for future services which will occur within a year. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three months ended March 31, 2021, closing rate at 1.3783 US$: GBP, quarterly average rate at 1.379068 US$: GBP, for the three months ended March 31, 2020, closing rate at 1.245481 US$: GBP, quarterly average rate at 1.281097 US$: GBP, for the year ended 2020 closing rate at 1.3665 US$: GBP, average rate at 1.286618 US$: GBP. |
Revenue Recognition and Unearned Revenue | Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities. At March 31, 2021 and December 31, 2020, we had contract liabilities of $31,547 and $36,704, respectively. |
Cost of Product Sales and Services | Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. |
Intangible Assets | Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: ● Significant underperformance relative to expected historical or projected future operating results; ● Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and ● Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company recorded an impairment charge of $0 and $0, during the three months ended March 31, 2021 and for the year ended December 31, 2020, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 Depreciation expense for the three months ended March 31, 2021 and 2020 were $67,450 and $65,254, respectively. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended March 31, 2021 and March 31, 2020, respectively. |
Accounting for Derivative Instruments | Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $0. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2021 and 2020, there were no expenditures on research and development. |
Earnings Per Common Share | Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the quarter ended: March 31, 2021 March 31, 2020 Convertible notes payable (1) 4,368,486 7,936,740 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 7,372,530 7,979,784 (1) 4,368,486 and 7,936,740 shares of our common stock issuable upon conversion of $1,186,176 and $793,674 of Convertible Notes Payable as of March 31, 2021 and 2020, not accounting for 4.99% beneficial ownership limitations. |
Related Party Transactions | Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2018, the FASB amended Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 with ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. At March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right of use assets of $48,043. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are generally as follows: Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 |
Schedule of Dilutive Common Stock Equivalents | The following are dilutive common stock equivalents during the quarter ended: March 31, 2021 March 31, 2020 Convertible notes payable (1) 4,368,486 7,936,740 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 7,372,530 7,979,784 (1) 4,368,486 and 7,936,740 shares of our common stock issuable upon conversion of $1,186,176 and $793,674 of Convertible Notes Payable as of March 31, 2021 and 2020, not accounting for 4.99% beneficial ownership limitations. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | At March 31, 2021 and December 31, 2020, inventories consisted of the following: March 31, 2021 December 31, 2020 Finished goods $ 600,912 $ 361,422 Less reserve for obsolete inventory - - Total $ 600,912 $ 361,422 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At March 31, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following: March 31, 2021 December 31, 2020 Office furniture and fixtures $ 6,525 $ 6,470 Computer equipment 33,547 33,361 Rental equipment 48,603 48,187 Appliques 2,160,096 2,160,096 Website development 69,578 69,149 2,318,349 2,317,263 Less accumulated depreciation (1,279,176 ) (1,211,099 ) Total $ 1,039,173 $ 1,106,164 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Future Amortization of Intangible Assets | Future amortization of intangible assets is as follows: 2021 $ 18,750 2022 25,000 2023 25,000 2024 25,000 Total $ 93,750 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Other Liabilities | Accounts payable and accrued other liabilities consisted of the following: March 31, 2021 December 31, 2020 Accounts payable $ 927,309 $ 747,476 Rental deposits 10,854 10,761 Customer deposits payable 52,298 53,570 Accrued wages & payroll liabilities 6,850 1,913 VAT liability & sales tax payable (31,290 ) 50,453 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 112,396 99,982 Accrued other liabilities 22,500 22,500 Total $ 1,166,865 $ 1,052,603 |
Note Exchange Agreement (Tables
Note Exchange Agreement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Exchange for Conversion of Preferred Shares for Promissory Notes | Pursuant to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting Stockholders for promissory notes as follows: Series of No. of Aggregate Aggregate B 1 222 $ 11 C 1 123,526 $ 12,353 D 3 147,577 $ 29,516 E — — $ — F 1 23,333 $ 233 G 2 346,840 $ 3,468 H 3 916 $ 916 I 3 3,241 $ 3,241 J 5 4,296 $ 42,961 K 7 70,571 $ 70,571 L 3 1,333 $ 5,000 TOTAL: 721,855 $ 168,270 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The balances of the Company’s convertible notes payable consist of the following: March 31, 2021 December 31, 2020 May 2019 Notes $ 409,809 $ 462,085 August 2020 Notes 380,638 588,182 December 2020 Notes 45,729 244,000 March 2021 Notes 350,000 - 1,186,176 1,294,267 Debt Discount (924,199 ) (1,084,944 ) Total $ 261,977 $ 209,323 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Outstanding Stock Options Activities | A summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2021 is as follows: Stock Options Number of Weighted Weighted Balance at January 1, 2021 3,000,044 $ 0.47 9.91 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at March 31, 2021 3,000,044 $ 0.47 9.66 Options exercisable at March 31, 2021 3,000,044 $ 0.47 9.66 |
Schedule of Outstanding Stock Warrants Activities | A summary of the status of the Company’s outstanding warrants and changes during the three months ended March 31, 2021 is as follows: Number of Weighted Weighted Balance at January 1, 2021 4,000 $ 60.00 0.37 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at March 31, 2021 4,000 $ 60.00 0.37 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Concentration Risk | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended March 31, 2021 and 2020. March 31, 2021 March 31, 2020 Globalstar Europe $ 140,829 10.1 % $ 136,661 12.0 % Garmin $ 236,243 16.9 % $ 131,266 11.4 % Network Innovations $ 129,931 9.3 % $ 334,292 28.9 % Cygnus Telecom $ 132,519 9.5 % $ 136,761 11.8 % Satcom Global $ 239,805 17.2 % $ 61,674 5.3 % |
Schedule of Revenue from Each Geographic Location | The following table sets forth revenue as to each geographic location, for the three months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Europe $ 1,012,258 69.3 % $ 999,191 68.1 % North America 308,072 21.1 % 355,781 25.0 % South America 7,718 0.5 % 11,127 0.8 % Asia & Pacific 105,932 7.3 % 93,504 6.6 % Africa 27,448 1.9 % 8,500 0.6 % $ 1,461,428 $ 1,468,103 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Jul. 24, 2019 | Mar. 08, 2018 | Apr. 21, 2010 | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2021GBP (£) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Reverse stock split | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | |||||
Allowance for doubtful accounts receivable | $ 0 | $ 5,300 | |||||
Prepaid expenses | 1,784 | 1,784 | |||||
Contract liabilities | $ 31,547 | 36,704 | |||||
Intangible asset, amortization period | 10 years | 10 years | |||||
Goodwill and intangible assets impairment charge | $ 0 | $ 0 | |||||
Depreciation expense | $ 67,450 | 65,254 | |||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | ||||||
Research and development | |||||||
Current operating lease liabilities | 30,385 | 30,125 | |||||
Long-term operating lease liabilities | 14,725 | 22,574 | |||||
Right of use assets | $ 48,043 | $ 55,606 | |||||
UK Office and Warehouse [Member] | |||||||
Foreign currency translation rate | 1.3783 | 1.3783 | |||||
Annual rent | $ 35,196 | ||||||
GBP:USD [Member] | Closing Rate [Member] | |||||||
Foreign currency translation rate | 1.3783 | 1.3783 | 1.3262 | ||||
GBP:USD [Member] | Quarterly Average Rate [Member] | |||||||
Foreign currency translation rate | 1.379068 | 1.379068 | 1.286618 | ||||
GBP [Member] | UK Office and Warehouse [Member] | |||||||
Annual rent | £ | £ 25,536 | ||||||
Maximum [Member] | |||||||
Cash insured by FDIC | $ 250,000 | ||||||
EClips Media Technologies, Inc [Member] | |||||||
Reverse stock split | effecting a 2:1 forward split |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Office Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Rental Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Appliques [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Website Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) - shares | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 7,372,530 | 7,979,784 | |
Convertible Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 4,368,486 | 7,936,740 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 3,000,044 | 39,044 | |
Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 4,000 | 4,000 | |
[1] | 4,368,486 and 7,936,740 shares of our common stock issuable upon conversion of $1,186,176 and $793,674 of Convertible Notes Payable as of March 31, 2021 and 2020, not accounting for 4.99% beneficial ownership limitations. |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock issuable upon conversion, shares | 2,092,186 | 113,260 |
Common stock issuable upon conversion | $ 458,091 | $ 11,315 |
Convertible Notes Payable One [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock issuable upon conversion, shares | 4,368,486 | 7,936,740 |
Common stock issuable upon conversion | $ 1,186,176 | $ 793,674 |
Beneficial ownership limitations percentage | 4.99% | 4.99% |
Going Concern Considerations (D
Going Concern Considerations (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (14,681,695) | $ (13,878,553) | |
Negative working capital | (33,271) | ||
Net loss | $ (803,142) | $ (284,860) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 600,912 | $ 361,422 |
Less reserve for obsolete inventory | ||
Total | $ 600,912 | $ 361,422 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,784 | $ 1,784 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 67,450 | $ 65,254 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Office furniture and fixtures | $ 6,525 | $ 6,470 |
Computer equipment | 33,547 | 33,361 |
Rental equipment | 48,603 | 48,187 |
Appliques | 2,160,096 | 2,160,096 |
Website development | 69,578 | 69,149 |
Property and equipment, gross | 2,318,249 | 2,317,263 |
Less accumulated depreciation | (1,279,176) | (1,211,099) |
Total | $ 1,039,173 | $ 1,106,164 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Dec. 10, 2014 | Mar. 31, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 6,250 | $ 6,250 | |
Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset purchase value | $ 250,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 93,750 | $ 100,000 |
Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2021 | 18,750 | |
2021 | 25,000 | |
2023 | 25,000 | |
2024 | 25,000 | |
Total | $ 93,750 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Other Liabilities - Schedule of Accounts Payable and Accrued Other Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 927,309 | $ 747,476 |
Rental deposits | 10,854 | 10,761 |
Customer deposits payable | 52,298 | 53,570 |
Accrued wages & payroll liabilities | 6,850 | 1,913 |
VAT liability & sales tax payable | (31,290) | 50,453 |
Pre-merger accrued other liabilities | 65,948 | 65,948 |
Accrued interest | 112,396 | 99,982 |
Accrued other liabilities | 22,500 | 22,500 |
Total | $ 1,166,865 | $ 1,052,603 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Oct. 09, 2019 | |
Line of credit term | 1 year | |||
Line of credit interest rate | 9.72% | |||
Penalty interest | 11.72% | |||
Line of credit facility interest expense | $ 0 | $ 467 | ||
Short term line of credit | $ 0 | $ 0 | ||
Orbsat Satcom Corp [Member] | Short Term Loan Agreement [Member] | ||||
Line of credit | $ 29,000 |
Note Exchange Agreement (Detail
Note Exchange Agreement (Details Narrative) - USD ($) | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Repayments from note payable | $ 60,643 | $ 7,226 | $ 0 | |
Note payable - current portion | 58,255 | $ 121,848 | ||
Interest on debt | $ 1,594 | |||
Note Exchange Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 6.00% | |||
Debt instrument, interest rate basis for effective rate | In the event that any amount due under a Note is not paid as and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid. | |||
Debt instrument, effective interest rate | 12.00% |
Note Exchange Agreement - Sched
Note Exchange Agreement - Schedule of Exchange for Conversion of Preferred Shares for Promissory Notes (Details) - Note Exchange Agreement [Member] | Apr. 30, 2019USD ($)Integershares |
Debt Instrument [Line Items] | |
Aggregate No. of Shares Held by Converting Stockholders | shares | 721,855 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 168,270 |
Preferred Stock Series B [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 222 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 11 |
Preferred Stock Series C [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 123,526 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 12,353 |
Preferred Stock Series D [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 147,577 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 29,516 |
Preferred Stock Series E [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | |
Aggregate No. of Shares Held by Converting Stockholders | shares | |
Aggregate Principal Amount of Notes into which Shares Converted | $ | |
Preferred Stock Series F [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 1 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 23,333 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 233 |
Preferred Stock Series G [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 2 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 346,840 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,468 |
Preferred Stock Series H [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 916 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 916 |
Preferred Stock Series I [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 3,241 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,241 |
Preferred Stock Series J [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 5 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 4,296 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 42,961 |
Preferred Stock Series K [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 7 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 70,571 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 70,571 |
Preferred Stock Series L [Member] | |
Debt Instrument [Line Items] | |
No. of Converting Holders of Preferred Stock | Integer | 3 |
Aggregate No. of Shares Held by Converting Stockholders | shares | 1,333 |
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 5,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Mar. 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Aggregate shares of common stock upon the conversion of convertible debt | 2,092,186 | 113,260 | |
Amortization of convertible debt, net | $ 501,164 | $ 74,837 | |
Aggregate shares of common stock upon the conversion of convertible debt, value | $ 458,091 | $ 11,315 | |
Convertible Promissory Note [Member] | Note Purchase Agreement [Member] | |||
Debt principal amount | $ 350,000 | ||
Note bears interest rate | 7.00% | ||
Debt accrued interest rate | 12.00% | ||
Debt instrument description | The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021 Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company's common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $1.50 per share, and (b) a 30% discount to the price of the common stock in the qualified transaction. Following an event of default, the conversion price shall be adjusted to be equal to the lower of: (i) the then applicable conversion price or (ii) the price per share of 85% of the lowest traded price for the Company's common stock during the 15 trading days preceding the relevant conversion. In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder, on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events. | ||
Aggregate shares of common stock upon the conversion of convertible debt | 233,333 | ||
Convertible Promissory Note [Member] | Note Purchase Agreement [Member] | Minimum [Member] | |||
Gross proceeds from convertible debt | $ 10,000,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible debt | $ 1,186,176 | $ 1,294,267 |
Debt Discount | (924,199) | (1,084,944) |
Total | 261,977 | 209,323 |
May 2019 Notes [Member] | ||
Convertible debt | 409,809 | 462,085 |
August 2020 Notes [Member] | ||
Convertible debt | 380,638 | 588,182 |
December 2020 Notes [Member] | ||
Convertible debt | 45,729 | 244,000 |
March 2021 Notes [Member] | ||
Convertible debt | $ 350,000 |
Coronavirus Loans (Details Narr
Coronavirus Loans (Details Narrative) | Jul. 16, 2020USD ($) | Jul. 16, 2020GBP (£) | May 08, 2020USD ($) | Apr. 20, 2020GBP (£) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Notes payable current | $ 58,255 | $ 121,848 | ||||
Notes payable long term | 294,625 | 320,626 | ||||
Global Telesat Communications Limited [Member] | GBP [Member] | Maximum [Member] | ||||||
Loan | £ | £ 250,000 | |||||
Coronavirus Loans [Member] | ||||||
Notes payable current | 51,686 | |||||
Notes payable long term | $ 292,889 | |||||
Coronavirus Loans [Member] | First Repayment [Member] | ||||||
Prepayment of balance of debentures percentage | Voluntary prepayments are allowed with 5 business days' written notice and the amount of the prepayment is equal to 10% or more of the Limit or, if less, the balance of the debenture. | Voluntary prepayments are allowed with 5 business days' written notice and the amount of the prepayment is equal to 10% or more of the Limit or, if less, the balance of the debenture. | ||||
Coronavirus Loans [Member] | Lenders [Member] | ||||||
Loan | $ 344,575 | |||||
Loan term | 6 years | 6 years | ||||
Interest rate | 3.99% | |||||
Loan maturity date | Jul. 15, 2026 | Jul. 15, 2026 | ||||
Coronavirus Loans [Member] | GBP [Member] | First Repayment [Member] | ||||||
Notes payable long term | £ | £ 4,167 | |||||
Coronavirus Loans [Member] | GBP [Member] | Lenders [Member] | ||||||
Loan | £ | £ 250,000 | |||||
Coronavirus Loans [Member] | GBP:USD [Member] | Lenders [Member] | ||||||
Foreign currency translation rate | 1.3783 | |||||
Payroll Protection Program [Member] | Coronavirus Loans [Member] | ||||||
Loan | $ 20,832 | |||||
Loan term | 2 years | |||||
Interest rate | 1.00% | |||||
Notes payable current | 19,096 | |||||
Notes payable long term | $ 1,736 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 02, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | Jan. 12, 2021 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 05, 2016 |
Authorized capital | 220,000,000 | |||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 200,000,000 | ||||||
Preferred stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 20,000,000 | ||||||
Reverse split | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Common stock, shares issued | 6,177,203 | 4,080,017 | ||||||||
Common stock, shares outstanding | 6,177,203 | 4,080,017 | ||||||||
Shares issued upon conversion | 2,092,186 | 113,260 | ||||||||
Value of shares issued upon conversion | $ 458,091 | $ 11,315 | ||||||||
Stock warrants outstanding | 4,000 | 4,000 | ||||||||
Common Stock [Member] | ||||||||||
Shares issued upon conversion | 747,658 | 401,446 | 150,000 | |||||||
Value of shares issued upon conversion | $ 149,532 | $ 80,289 | $ 30,000 | |||||||
Conversion rate price per shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Common stock shares issued for services | 5,000 | |||||||||
Common stock shares issued for services, value | $ 14,200 | |||||||||
Common Stock 1 [Member] | ||||||||||
Shares issued upon conversion | 193,082 | 600,000 | ||||||||
Value of shares issued upon conversion | $ 48,270 | $ 150,000 | ||||||||
Conversion rate price per shares | $ 0.25 | $ 0.25 | ||||||||
Preferred Stock Series A [Member] | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Preferred Stock Series B [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series C [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series D [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series E [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series F [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series G [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series H [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series I [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series J [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series K [Member] | ||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | ||||||||
Preferred Stock Series L [Member] | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Board of Directors [Member] | ||||||||||
Reverse split | no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021. | |||||||||
Common stock shares issued outstanding percentage | 63.50% | |||||||||
Number of common stock shares owned | 2,686,337 | |||||||||
Increased Number of Shares [Member] | ||||||||||
Authorized capital | 800,000,000 | |||||||||
Common stock, shares authorized | 750,000,000 | |||||||||
Preferred stock, shares authorized | 50,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Outstanding Stock Options Activities (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Outstanding Balance Beginning | shares | 3,000,044 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Forfeited | shares | |
Number of Options, Cancelled | shares | |
Number of Options, Outstanding Balance Ending | shares | 3,000,044 |
Number of Options Exercisable | shares | 3,000,044 |
Weighted Average Exercise Price, Outstanding Balance Beginning | $ / shares | $ 0.47 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price, Outstanding Balance Ending | $ / shares | 0.47 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | $ 0.47 |
Weighted Average Remaining Contractual Life (Years), Beginning Outstanding | 9 years 10 months 28 days |
Weighted Average Remaining Contractual Life (Years), Granted | 0 years |
Weighted Average Remaining Contractual Life (Years), Exercised | 0 years |
Weighted Average Remaining Contractual Life (Years), Cancelled | 0 years |
Weighted Average Remaining Contractual Life (Years), Ending Outstanding | 9 years 7 months 28 days |
Weighted Average Remaining Contractual Life (Years), Exercisable | 9 years 7 months 28 days |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Outstanding Stock Warrants Activities (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders Equity - Schedule Of Outstanding Stock Warrants Activities | |
Number of warrants, Beginning Balance | shares | 4,000 |
Number of warrants, Granted | shares | |
Number of warrants, Exercised | shares | |
Number of warrants, Forfeited | shares | |
Number of warrants, Cancelled | shares | |
Number of warrants, Ending Balance | shares | 4,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 60 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 60 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 4 months 13 days |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 4 months 13 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2021GBP (£) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Due to related Parties | $ 101,834 | $ 102,060 | ||
David Phipps [Member] | ||||
Payment due to related party | 91,334 | |||
Hector Delgado [Member] | ||||
Payment due to related party | 5,000 | |||
Thomas Seifert [Member] | ||||
Payment due to related party | 10,500 | |||
Related Party [Member] | ||||
Due to related Parties | 101,834 | $ 102,060 | ||
HSBC [Member] | ||||
Overadvance limit | $ 34,163 | |||
Average conversion rate | 1.3665 | |||
Note bears interest rate | 5.50% | |||
Variable interest rate | 6.25% | 6.25% | ||
HSBC [Member] | GBP [Member] | ||||
Overadvance limit | £ | £ 25,000 | |||
Three Individuals Related to Mr.Phipps [Member] | ||||
Gross wages paid | $ 19,699 | $ 24,741 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Mar. 11, 2021USD ($) | Jul. 24, 2019USD ($)ft² | Jul. 24, 2019GBP (£)ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019 | Dec. 31, 2020USD ($) |
Current operating lease liabilities | $ 30,385 | $ 30,125 | |||||
Long-term operating lease liabilities | 14,725 | 22,574 | |||||
Right of use assets | 48,043 | $ 55,606 | |||||
ASC 840 [Member] | |||||||
Net rent expense | $ 6,384 | $ 8,075 | |||||
Yearly Average Rate [Member] | |||||||
Foreign currency translation rate | 1.276933 | ||||||
Employment Agreements [Member] | David Phipps [Member] | |||||||
Employment agreement term | 1 year | ||||||
Annual base compensation | $ 180,000 | ||||||
Additional compensation | 1,500 | ||||||
Employment Agreements [Member] | David Phipps [Member] | Global Telesat Communications Limited [Member] | |||||||
Annual base compensation | 70,000 | ||||||
Employment Agreements [Member] | Thomas Seifert [Member] | |||||||
Annual base compensation | $ 150,000 | ||||||
Employment Agreements [Member] | Thomas Seifert [Member] | Maximum [Member] | |||||||
Annual cash bonus percentage | 150.00% | ||||||
Employment Agreements [Member] | GBP [Member] | David Phipps [Member] | |||||||
Annual base compensation | $ 50,000 | ||||||
Lease Agreement [Member] | |||||||
Lease term | 3 years | 3 years | |||||
Area of square feet | ft² | 2,660 | 2,660 | |||||
Facilities rent per month | $ 2,717 | ||||||
Foreign currency translation rate | 1.286618 | 1.286618 | |||||
Foreign currency translation rate, amount | $ 2,738 | ||||||
Lease renewal date | Jul. 23, 2022 | Jul. 23, 2022 | |||||
Lease Agreement [Member] | GBP [Member] | |||||||
Annual Rent | £ | £ 25,536 | ||||||
Facilities rent per month | £ | £ 2,128 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Sales Revenue, Net [Member] | ||
Concentration risk percentage | 53.60% | 56.60% |
Customer [Member] | ||
Concentration risk percentage | 10.00% |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Globalstar Europe [Member] | ||
Purchases | $ 140,829 | $ 136,661 |
Concentration risk percentage | 10.10% | 12.00% |
Garmin [Member] | ||
Purchases | $ 236,243 | $ 131,266 |
Concentration risk percentage | 16.90% | 11.40% |
Network Innovations [Member] | ||
Purchases | $ 129,931 | $ 334,292 |
Concentration risk percentage | 9.30% | 28.90% |
Cygnus Telecom [Member] | ||
Purchases | $ 132,519 | $ 136,761 |
Concentration risk percentage | 9.50% | 11.80% |
Satcom Global [Member] | ||
Purchases | $ 239,805 | $ 61,674 |
Concentration risk percentage | 17.20% | 5.30% |
Concentrations - Schedule of Re
Concentrations - Schedule of Revenue from Each Geographic Location (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 1,461,428 | $ 1,468,103 |
Europe [Member] | ||
Revenue | $ 1,012,258 | $ 999,191 |
Concentration risk percentage | 69.30% | 68.10% |
North America [Member] | ||
Revenue | $ 308,072 | $ 355,781 |
Concentration risk percentage | 21.10% | 25.00% |
South America [Member] | ||
Revenue | $ 7,718 | $ 11,127 |
Concentration risk percentage | 0.50% | 0.80% |
Asia & Pacific [Member] | ||
Revenue | $ 105,932 | $ 93,504 |
Concentration risk percentage | 7.30% | 6.60% |
Africa [Member] | ||
Revenue | $ 27,448 | $ 8,500 |
Concentration risk percentage | 1.90% | 0.60% |