Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | ORBSAT CORP |
Entity Central Index Key | 0001058307 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 559,282 | $ 728,762 | $ 75,362 |
Accounts receivable, net | 271,207 | 177,031 | 244,353 |
Inventory | 600,912 | 361,422 | 366,298 |
Unbilled revenue | 77,623 | 75,556 | 76,051 |
Prepaid expenses | 1,784 | 1,784 | 18,596 |
Other current assets | 47,107 | 27,912 | 96,786 |
Total current assets | 1,557,915 | 1,372,467 | 877,446 |
Property and equipment, net | 1,039,173 | 1,106,164 | 1,341,187 |
Right of use | 48,043 | 55,606 | 83,679 |
Intangible assets, net | 93,750 | 100,000 | 125,000 |
Total assets | 2,738,881 | 2,634,237 | 2,427,312 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 1,166,865 | 1,052,603 | 1,164,217 |
Contract liabilities | 31,547 | 36,704 | 41,207 |
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 | 51,071 |
Line of credit | 0 | 24,483 | |
Lease liabilities - current | 30,385 | 30,125 | 29,237 |
Provision for income taxes | 19,121 | 18,957 | 21,856 |
Liabilities from discontinued operations | 112,397 | 112,397 | 112,397 |
Total current liabilities | 1,591,186 | 1,516,525 | 1,444,468 |
Long term liabilities: | |||
Convertible debt, net of discount, unamortized $924,199, $1,084,944 and $635,333 | 261,977 | 209,323 | 169,667 |
Note payable Coronavirus loans- long term | 294,625 | 320,626 | 121,848 |
Lease liabilities - long term | 14,725 | 22,574 | 51,620 |
Total Liabilities | 2,162,513 | 2,069,048 | 1,787,603 |
Stockholders' Equity: | |||
Preferred stock value | |||
Common stock value | 617 | 408 | 12 |
Additional paid-in capital | 15,298,667 | 14,486,166 | 11,757,027 |
Accumulated (deficit) | (14,681,695) | (13,878,553) | (11,115,178) |
Accumulated other comprehensive income | (41,221) | (42,832) | (2,152) |
Total stockholders' equity | 576,368 | 565,189 | 639,709 |
Total liabilities and stockholders' equity | $ 2,738,881 | $ 2,634,237 | $ 2,427,312 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 15, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 24, 2019 | Mar. 05, 2016 |
Statement of Financial Position [Abstract] | |||||||
Unamortized discount | $ 924,199 | $ 1,084,944 | $ 792,392 | $ 635,333 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 3,333,333 | 3,333,333 | 3,333,333 | 50,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 750,000,000 | 200,000,000 | ||
Common stock, shares issued | 6,177,203 | 4,080,017 | 121,216 | ||||
Common stock, shares outstanding | 6,177,203 | 4,080,017 | 121,216 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,461,428 | $ 1,468,103 | $ 5,689,796 | $ 5,869,558 |
Cost of sales | 1,023,911 | 1,120,102 | 4,464,476 | 4,646,180 |
Gross profit | 437,517 | 348,001 | 1,225,320 | 1,223,378 |
Operating expenses: | ||||
Selling, general and administrative | 161,690 | 157,206 | 694,361 | 761,237 |
Salaries, wages and payroll taxes | 208,174 | 195,642 | 769,391 | 732,498 |
Stock-based compensation | 830,900 | |||
Professional fees | 292,882 | 114,889 | 669,622 | 565,643 |
Depreciation and amortization | 73,700 | 71,504 | 294,926 | 275,328 |
Total operating expenses | 736,446 | 539,241 | 3,259,200 | 2,334,706 |
Loss from other expenses and income taxes | 298,929 | (191,240) | (2,033,880) | (1,111,328) |
Other (income) expense: | ||||
Interest earned | (115) | (1,616) | ||
Interest expense | 520,694 | 91,253 | 1,022,024 | 293,495 |
Foreign currency exchange rate variance | (16,481) | 2,367 | 2,447 | 40,802 |
Gain on debt extinguishment | (269,261) | (134,677) | ||
Change in fair value of derivative instruments, net | 69,677 | |||
Other income | (32,165) | |||
Other expenses | 6,565 | |||
Total other expense | 504,213 | 93,620 | 729,495 | 267,681 |
Loss before provision for income taxes | (2,763,375) | (1,379,009) | ||
Provision for income taxes | 747 | |||
Net loss | (803,142) | (284,860) | (2,763,375) | (1,379,756) |
Comprehensive loss: | ||||
Net loss | (803,142) | (284,860) | (2,763,375) | (1,379,756) |
Foreign currency translation adjustments | 1,611 | (9,194) | (40,680) | 4,020 |
Comprehensive loss | $ (801,531) | $ (294,054) | $ (2,804,055) | $ (1,375,736) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Basic and diluted net (loss) per share | $ (0.16) | $ (2.43) | $ (2.06) | $ (13) |
Weighted number of common shares outstanding - basic & diluted | 4,926,175 | 121,216 | 1,339,537 | 106,175 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - 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, 2018 | $ 12 | $ 19 | $ 34 | $ 2 | $ 35 | $ 8 | $ 6 | $ 11,120,193 | $ (9,735,422) | $ (6,172) | $ 1,378,715 | ||||||
Balance, shares at Dec. 31, 2018 | 222 | 127,578 | 192,807 | 344,947 | 23,333 | 346,840 | 916 | 3,274 | 4,313 | 77,124 | 2,000 | 62,435 | |||||
Beneficial conversion feature of convertible debt | 805,000 | 805,000 | |||||||||||||||
Beneficial conversion feature of convertible debt, shares | |||||||||||||||||
Common issued for post-split adjustments | $ 577 | ||||||||||||||||
Preferred shares converted to note payable | $ (12) | $ (15) | $ (2) | $ (35) | $ (7) | (168,160) | (168,270) | ||||||||||
Preferred shares converted to note payable, shares | (222) | (123,526) | (147,577) | (23,333) | (346,840) | (916) | (3,274) | (4,296) | (70,571) | (2,000) | |||||||
Preferred shares converted to common | $ (4) | $ (34) | $ (1) | $ 4 | (4) | ||||||||||||
Preferred shares converted to common, shares | (4,052) | (45,230) | (344,947) | (17) | (6,553) | 36,585 | |||||||||||
Exercise of options to common | $ 2 | (2) | |||||||||||||||
Exercise of options to common,shares | 21,619 | 40,000 | |||||||||||||||
Comprehensive gain (loss) | 4,020 | $ 4,020 | |||||||||||||||
Net loss | (1,379,756) | (1,379,756) | |||||||||||||||
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 gain (loss) | (9,194) | (9,194) | |||||||||||||||
Net loss | (284,860) | (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, 2019 | $ 12 | 11,757,027 | (11,115,178) | (2,152) | 639,709 | ||||||||||||
Balance, shares at Dec. 31, 2019 | 121,216 | ||||||||||||||||
Beneficial conversion feature of convertible debt | 1,136,901 | 1,136,901 | |||||||||||||||
Beneficial conversion feature of convertible debt, shares | |||||||||||||||||
Exercise of options to common | $ 43 | $ (43) | |||||||||||||||
Exercise of options to common,shares | 429,800 | 531,000 | |||||||||||||||
Issuance common stock from convertible debt | $ 350 | $ 687,384 | $ 687,734 | ||||||||||||||
Issuance common stock from convertible debt, shares | 3,499,001 | ||||||||||||||||
Fair value of options granted | 830,900 | 830,900 | |||||||||||||||
Stock based compensation | $ 3 | 73,997 | 74,000 | ||||||||||||||
Stock based compensation, shares | 30,000 | ||||||||||||||||
Comprehensive gain (loss) | (40,680) | (40,680) | |||||||||||||||
Net loss | (2,763,375) | (2,763,375) | |||||||||||||||
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 | ||||||||||||||||
Beneficial conversion feature of convertible debt | 340,420 | $ 340,420 | |||||||||||||||
Beneficial conversion feature of convertible debt, shares | |||||||||||||||||
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 | ||||||||||||||||
Stock based compensation | $ 0 | 14,200 | 14,200 | ||||||||||||||
Stock based compensation, shares | 5,000 | ||||||||||||||||
Comprehensive gain (loss) | 1,611 | 1,611 | |||||||||||||||
Net loss | (803,142) | (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 (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jul. 24, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | $ 0.0001 |
Preferred Stock Series A [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series B [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series C [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series D [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series E [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series F [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series G [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series H [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series I [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series J [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series K [Member] | |||||
Preferred stock, par value | 0.0001 | 0.0001 | 0.0001 | 0.0001 | |
Preferred Stock Series L [Member] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (803,142) | $ (284,860) | $ (2,763,375) | $ (1,379,756) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation expense | 67,450 | 65,254 | 269,926 | 250,328 |
Amortization of intangible asset | 6,250 | 6,250 | 25,000 | 25,000 |
Amortization of right to use | 7,563 | 11,939 | 28,073 | 9,552 |
Impairment of other asset | 50,000 | |||
Amortization of convertible debt, net | 501,164 | 74,837 | 956,554 | 257,445 |
Stock based compensation | 14,200 | 74,000 | ||
Change in fair value of derivative liabilities | 69,677 | |||
Gain on debt extinguishment | (269,261) | (134,677) | ||
Fair value of options granted | 830,900 | |||
Convertible debt issued for services | 113,000 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (94,176) | 72,045 | 67,322 | (73,827) |
Inventory | (239,490) | (77,686) | 4,876 | (97,274) |
Unbilled revenue | (2,067) | 5,368 | 495 | 11,029 |
Prepaid expense | 12,652 | 16,812 | (16,670) | |
Other current assets | (19,195) | 76,609 | 68,874 | (53,073) |
Accounts payable and accrued liabilities | 114,261 | 120,709 | (111,616) | 289,751 |
Lease liabilities | (7,589) | (11,939) | (28,158) | (12,374) |
Provision for income taxes | 164 | (1,330) | (2,899) | 11,160 |
Contract liabilities | (5,157) | (5,136) | (4,503) | 21,506 |
Net cash (used in) provided by operating activities | (459,764) | 64,712 | (836,980) | (659,203) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (459) | (10,933) | (34,903) | (70,194) |
Net cash used in investing activities | (459) | (10,933) | (34,903) | (70,194) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Repayments of note payable, related party, net | (226) | 20,536 | 50,989 | 12,044 |
Repayments of notes payable | (60,643) | (7,226) | 0 | (46,422) |
Proceeds of convertible debt | 350,000 | 1,177,000 | 757,000 | |
Proceeds from (repayments to) note payable Coronavirus loans | 362,457 | (46,422) | ||
Repayments to convertible notes payable | (87,778) | |||
(Repayments to) proceeds from line of credit | (24,483) | 24,483 | ||
Net cash provided by financing activities | 289,131 | 13,310 | 1,565,963 | 659,327 |
Effect of exchange rate on cash | 1,611 | (4,373) | (40,680) | 2,544 |
Net (decrease) increase in cash | (169,481) | 62,716 | 653,400 | (67,526) |
Cash beginning | 728,762 | 75,362 | 75,362 | 142,888 |
Cash end | 559,282 | 138,078 | 728,762 | 75,362 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Interest | 20,270 | |||
Income tax | ||||
Non-cash adjustments during the period for | ||||
Beneficial conversion feature on convertible debt | 340,420 | 74,837 | 1,136,901 | 805,000 |
Conversion of convertible debt into common shares | 458,091 | 11,326 | ||
Issuance common stock from convertible debt | 687,734 | |||
Long term debt issued in exchange for preferred stock | 168,270 | |||
Obtaining right of use asset for lease liability | $ 11,939 | $ 86,377 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and 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. On March 28, 2014, the Company merged with and into a wholly-owned subsidiary of the Company (“Great West”) solely for the purpose of changing its state of incorporation to Nevada from Delaware (the “Reincorporation”), effecting a 1:150 reverse split of its common stock, and changing its name to Great West Resources, Inc. in connection with the plans to enter into the business of potash mining and exploration. During late 2014, the Company abandoned its efforts to enter the potash mining and exploration business. All references in the audited consolidated financial statements and notes thereto have been retroactively restated to reflect the reverse stock split of 1:150. On the effective date of the Merger: (a) Each share of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of Great West Common Stock; (b) Each share of the Company’s Series A Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of the Great West Series A Preferred Stock; (c) Each share of the Company’s Series D Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of the Great West Series B Preferred Stock; (d) All options to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent options to purchase 1/150th of a share of Great West Common Stock at an exercise price of $0.0001 per share; (e) All warrants to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent warrants to purchase 1/150th of a share of Great West Common Stock at 150 times the exercise price of such converted warrants; and (f) Each share of Great West Common Stock issued and outstanding immediately prior to the Effective Date were canceled and returned to the status of authorized but unissued Great West Common Stock. 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. For accounting purposes, this transaction was accounted for as a reverse acquisition and has been treated as a recapitalization of the Company with GTCL considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse acquisition and re-capitalization. The GTCL shareholders obtained approximately 39% of voting control on the date of Share Exchange. GTCL was the acquirer for financial reporting purposes and the Company was the acquired company. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of GTCL and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. See Note 13 - Stockholders Equity. On August 19, 2019, we effected a reverse split in 1-for-15 ratio as applied to our common stock and preferred stock, as well as the number of authorized shares for both classes. As of December 31, 2020, we had 4,080,017 shares issued and outstanding post-split. All share and per share, information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the most recently completed reverse split. See Note 13 - Stockholders Equity. Discontinued Operations The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power and energy and protect the environment. The products and services were made available for sale into markets in the public and private sectors. In December 2009, the Company discontinued these operations and disposed of certain of its subsidiaries, and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. The remaining liabilities for discontinued operations are presented in the consolidated balance sheets under the caption “Liabilities of discontinued operation” and relates to the discontinued operations of developing and manufacturing of energy saving and fuel-efficient products and services. The carrying amounts of the major classes of these liabilities as of December 31, 2020 and 2019 are summarized as follows: December 31, 2020 December 31, 2019 Assets of discontinued operations $ - $ - Liabilities Accounts payables and accrued expenses $ (112,397 ) $ (112,397 ) Liabilities of discontinued operations $ (112,397 ) $ (112,397 ) 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. 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 December 31, 2020, and 2019, there is an allowance for doubtful accounts of $15,596 and $3,187, 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 $18,596 at December 31, 2020 and 2019, respectively. Prepaid expenses include prepayments in cash for accounting fees, prepayments in equity instruments and license fees which are being amortized over the terms of their respective agreements and product costs associated with deferred revenue. The current portion consists of costs paid for future services which will occur within a year. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended December 31, 2020 closing rate at 1.3665 US$: GBP, yearly average rate at 1.286618 US$: GBP, for the year ended December 31, 2019 closing rate at 1.3262 US$: GBP, yearly average rate at 1.276933 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 consolidated balance sheets as current liabilities. At December 31, 2020, we had contract liabilities of approximately $36,704. At December 31, 2019, we had contract liabilities of approximately $41,207. 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 $50,000, during the years ended December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019 was $269,926 and $250,328, 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 December 31, 2020 and December 31, 2019, 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. Conversion feature Balance at January 1, 2019 $ - Derivative liability 65,000 Change in fair value included in earnings 36,925 Balance at March 31, 2019 $ 101,925 Derivative Liability (65,000 ) Change in fair value included in earnings (36,925 ) Balance at December 31, 2019 $ - The current portion of the convertible notes were accounted for as liabilities at the date of issuance and adjusted to fair value through earnings for the three months ended March 31, 2019. On May 14, 2019 due to the cash repayment any derivative liability recorded was reversed. The Company did not identify any other 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. 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. On February 19, 2015, the Company issued 444 shares of its common stock, par value $0.0001, at $112.61 per share, or $50,000, to a consultant as compensation for the design and delivery of dual mode gsm/Globalstar Simplex tracking devices and related hardware and intellectual property. For the year ended December 31, 2019, the Company recorded an impairment charge of $50,000 for the above-mentioned other asset, due to the delay in its launch to our existing product lines. For the fiscal years ending December 31, 2020 and December 31, 2019, there were no additional expenditures on research and development. Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity. For the Company, comprehensive loss for the years ended December 31, 2020 and 2019 included net loss and unrealized losses from foreign currency translation adjustments. E arnings 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 year ended: December 31, 2020 December 31, 2019 Convertible preferred stock - - Convertible notes payable (1) 6,227,340 8,050,000 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 9,231,384 8,093,044 (1) 6,227,340 shares of our common stock issuable upon conversion of $1,294,268 of Convertible Notes Payable as of December 31, 2020, not accounting for 4.99% beneficial ownership limitations. On April 30, 2019, the Company exchanged preferred shares to promissory notes and is treated as extinguishment of preferred shares. In accordance with ASC 260-10-S99, such extinguishment on preferred shares considered as redemptions of preferred shares and the difference between the fair value of the consideration and the carrying amount of the preferred shares will adjust the net income (loss) available to common stockholders in the calculation of earnings per shares. The following are the adjustment to the net income (loss) available to common stockholders during the period ended: Year Ended Year Ended Net loss $ (2,763,375 ) $ (1,379,756 ) Preferred shares redemption adjustment $ - $ 201,924 Net loss available to common shareholders $ (2,763,375 ) $ (1,177,832 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Weighted number of common shares outstanding – basic & diluted 1,339,537 106,175 Loss applicable to common shareholders per share $ (2.06 ) $ (11.09 ) 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 Accounting Pronouncements Recently Adopted In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In August 2018, the FASB issued accounting standards update (“ASU”) No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement 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. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities Accounting Pronouncements Not Yet Adopted Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting At December 31, 2020 and 2019, the Company had aggregated current and long-term operating lease liabilities of $52,699 and $80,857, respectively, and right of use assets of $55,606 and $83,679, respectively. 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 2 - GOING CONCERN CONSIDERATIONS The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2020, the Company had an accumulated deficit of $13,878,553, negative working capital of $144,058 and net loss of $2,763,375 during the year ended December 31, 2020. 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 3 – INVENTORIES At December 31, 2020 and 2019, inventories consisted of the following: December 31, 2020 December 31, 2019 Finished goods $ 361,422 $ 366,298 Less reserve for obsolete inventory - - Total $ 361,422 $ 366,298 For the years ended December 31, 2020 and 2019, the Company did not make any change for reserve for obsolete inventory. |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 4 – PREPAID EXPENSES Prepaid expenses amounted to $1,784 and $18,596 at December 31, 2020 and 2019, respectively. 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2020 December 31, 2019 Office furniture and fixtures $ 6,470 $ 10,066 Computer equipment 33,361 47,646 Rental equipment 48,187 75,470 Appliques 2,160,096 2,160,096 Website development 69,149 36,279 Less accumulated depreciation (1,211,099 ) (988,370 ) Total $ 1,106,164 $ 1,341,187 Depreciation expense was $269,926 and $250,328 for the year ended December 31, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | 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) account and online access to the Globalstar Cody Simplex activation system, (iii) GTC’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of GTC’s rights and benefits directly and exclusively related to the Globalstar Contracts. Amortization of customer contracts are included in depreciation and amortization. For the year ended December 31, 2020, the Company amortized $25,000. Future amortization of intangible assets is as follows: 2021 $ 25,000 2022 25,000 2023 25,000 2024 25,000 Total $ 100,000 On February 19, 2015, the Company issued 444 of its common stock, par value $0.0001, at $112.61 per share, or $50,000, to a consultant as compensation for the design and delivery of dual mode gsm/Globalstar Simplex tracking devices and related hardware and intellectual property. The design is in need of further enhancements, before the Company can include it in its existing product lines. Upon receipt of sufficient additional capital, the Company intends to complete the launch of its new tracking design. The Company has recorded an impairment of $50,000, in relation to this other asset, as it has not received funding to date to launch the design. |
Accounts Payable and Accrued Ot
Accounts Payable and Accrued Other Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES Accounts payable and accrued other liabilities consisted of the following: December 31, 2020 December 31, 2019 Accounts payable $ 747,476 $ 901,244 Rental deposits 10,761 14,381 Customer deposits payable 53,570 46,089 Accrued wages & payroll liabilities 1,913 1,965 Property tax payable - 2,770 VAT liability & sales tax payable 50,453 64,051 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 99,982 35,462 Accrued other liabilities 22,500 32,307 Total $ 1,052,603 $ 1,164,217 |
Line of Credit
Line of Credit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 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 years ended December 31, 2020 and 2019, the Company recorded interest expense of $952 and $574, respectively. The short-term line of credit balance as of December 31, 2020 and 2019, was $0 and $24,483. |
Note Exchange Agreement
Note Exchange Agreement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | 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. For the years ended December 31, 2020 and 2019, the Company repaid $0 and $46,422 of the notes, leaving a balance of $121,848 as long-term notes payable. For the years ended December 31, 2020 and 2019, the Company recorded interest in relation to the note of $4,907 and $4,907, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 10 – CONVERTIBLE NOTES PAYABLE Convertible Notes Payable – current portion On January 14, 2019, under the terms of a Securities Purchase Agreement, we issued a Convertible Promissory Note in the amount of $65,000 (the “Note”) to Power Up Lending Group Ltd. (“Power Up”). The Note bears interest at a rate of twelve percent (12%) per year and is due one (1) year from the date of issue. Beginning 180 days from the issue date, the Note is convertible into our common stock at a price equal to 61% of the Market Price, which is defined as the lowest trading price for our common stock during the 15 trading days prior to the conversion notice. Conversions under the Note are limited such that the holder may not convert the Note to the extent that the number of shares of common stock issuable upon the conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of our outstanding shares of common stock. In the event of any default, the Note will bear interest at a rate of 22% per year. The Note may be pre-paid at a premium for the first 150 days after issue, with the pre-payment amount ranging from 115% of the balance to 140% of the balance. After 150 days from issue, pre-payment of the Note is not allowed. On May 14, 2019, the Company repaid the convertible note payable, an aggregate of $87,778, representing principal of $65,000, prepayment penalty of $20,257 and accrued interest of $2,522. The Company has paid the debenture in cash and not converted the note to its common stock, any note amortization and derivative liabilities have been reversed. The interest and the prepayment penalty are reflected on the statement of operations as interest expense. As of December 31, 2020 and 2019, outstanding balance of the current portion of convertible notes payable was $0. For the years ended December 31, 2020 and 2019, we recorded interest expense in relation to this note payable of $0 and $87,778, which includes a $20,257 pre-payment penalty. Convertible notes payable – long term On May 14, 2019 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “NPA”) by and among the Company and the lenders set forth on the lender schedule to the NPA (the “Lenders”), as amended by that certain Amendment to Note Purchase Agreement (the “Amendment,” and, together with the NPA, the “Agreement”) by and among the Company and the Lenders. In total, pursuant to the Agreement, the Company issued an aggregate principal amount of $805,000 of its convertible promissory notes (the “Notes”). The Notes bear interest at a rate of 6% per annum, simple interest, and mature on the third anniversary of the Issue Date (the “Maturity Date”), to the extent that the Notes and the principal amounts and any interest accrued thereunder (the “Indebtedness”) have not been converted into shares of common stock of the Company. Interest on the Notes will accrue on a simple interest, non-compounded basis and will be added to the principal amounts on the Maturity Date or such earlier date as may be due upon an Event of Default (as defined below), at which time all Indebtedness will be due and payable, unless earlier converted into Conversion Shares (as defined below). In the event that any amount due under the Notes 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 not pre-pay or redeem the Notes other than as required by the Agreement. The Notes are general, unsecured obligations of the Company. The proceeds of the Notes will be used to repay certain outstanding indebtedness of the Company and for general corporate purposes. For the years ended December 31, 2020 and 2019, the Company recorded simple interest expense of $41,597 and $30,568, respectively. The holders of the Notes (the “Holders”) have an optional right of conversion. A Holder may elect to convert its Note, and all of the Indebtedness outstanding as of such time, into the number of fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) as determined by dividing the Indebtedness by $0.10, subject to certain adjustments, but excluding adjustment for a reserve stock split of no more than 1:20 contemplated by the Company at the Issue Date. The optional right of conversion is subject to a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion. The Agreement contains customary representations and warranties and customary affirmative and negative covenants. These covenants include, among other things, certain limitations on the ability of the Company to: (i) pay dividends on its capital stock; (ii) make distributions in respect of its capital stock; (iii) acquire shares of capital stock; and, (iv) sell, lease or dispose of assets. Pursuant to the Agreement, the Holders are granted demand registration rights and pre-emptive rights as set forth in the Agreement. The Agreement 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, a majority of the Holders may accelerate the maturity of the Indebtedness. On June 15, 2020, the Company and the holders of the majority convertible promissory notes sold by the Company in the May 2019 private offering agreed to amend certain terms and provisions of the Note Purchase Agreement dated as of May 21, 2019 (the “NPA”) and related convertible promissory notes (the “2019 Notes”) consistent with the terms of such instruments as follows: 1. to amend Section 2 of the 2019 Notes to allow the Company to pre-pay or redeem such 2019 Notes, with mutual consent of the parties to the 2019 Notes; 2. to amend Section 3(a) of the 2019 Notes to change the “Conversion Price” from $0.10 per share to $0.20 per share; 3. to amend Section 4 the beneficial ownership limitation upon conversion of the 2019 Notes from 4.99% to 9.99%; 4. to amend Section 6.1 of the NPA to add “Most Favored Nation” provision such that for a period beginning on the closing date and ending two years thereafter, if the Company issues any common stock or securities convertible into or exercisable for shares of common stock or modify any of the foregoing which may be outstanding to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.20 per share, the “Lower Price Issuance”, then the Company will issue such additional units such that the subscriber/lender, will hold that number of units in total had subscriber/lender purchased the units with the purchase price equal to the lower price issuance common stock issued or issuable by the Company, notwithstanding anything herein or in any other agreement to the contrary, the Company should only be required to make a single adjustment with respect to any lower price issuance regardless of the existence of multiple bases; 5. Section 6.2(b) of the NPA to waive a negative covenant to allow the Company to issue up to 100,000 shares of its common stock as compensation for services to various service providers, consultants, etc.; and 6. Section 6.2(c) of the NPA to waive a negative covenant to allow the Company to put into place an employee stock option plan, or a similar plan, to grant equity in the Company to its officers, directors and employees. In comparison to the fair market value of the common stock on May 14, 2019, and the fixed effective conversion rate of $0.10 per common share, the lesser amount of the conversion feature or debt was $805,000 and presented a beneficial conversion feature. Thus, the Company recorded a discount on the debt of $805,000 with a corresponding increase to additional paid in capital. For the year ended December 31, 2019, we amortized $169,668 discount on the debt to interest expense, resulting in a balance of unamortized discount notes payable of $635,333. On June 15, 2020, the change in conversion price from $0.10 to $0.20, resulted in a difference in the carrying value of the balance of the note payable. Under ASC 470-50-40-13, if it is determined that the original and new debt instruments are substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. The original debt had a carrying value of $269,262 as of June 15, 2020, the fair value of the amended debt was $0 ($792,932 principle netted with the $792,392 note payable discount), which resulted a gain from the extinguishment of debt $269,262. The Company recorded an additional beneficial conversion feature of the amended note of $17,041. For the year ended December 31, 2020, the Company amortized the discount on the debt, to interest expense of $538,087, resulting in a balance of unamortized discount notes payable of $329,683. On August 21, 2020, the Company entered into a Note Purchase Agreement (the “NPA2”) by and among the Company and certain lenders set forth on the lender schedule to the NPA2 (the “Lenders”). Pursuant to the terms of the NPA2, the Company sold an aggregate principal amount of $933,000 of its convertible promissory notes (the “August Notes”). The August Notes are general, unsecured obligations of the Company and bear simple interest at a rate of 6% per annum, and mature on the third anniversary of the date of issuance (the “Maturity Date”), to the extent that the August Notes and the principal amounts 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 August Notes 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 not pre-pay or redeem the August Notes other than as required by the Agreement. The August Note holders have an optional right of conversion such that a Noteholder may elect to convert his August 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 outstanding indebtedness by $0.20, subject to certain adjustments. This optional right of conversion is subject to a beneficial ownership limitation of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the share issuance upon conversion. The holders of the August Notes are granted demand registration rights and pre-emptive rights. In addition, the NPA2 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. Upon the occurrence of an event of default, a majority of the Holders may accelerate the maturity of the Indebtedness. The closing of this offering took place on August 21, 2020. In comparison to the fair market value of the common stock on August 21, 2020, and the fixed effective conversion rate of $0.20 per common share, the lesser amount of the conversion feature or debt was $898,918 and presented a beneficial conversion feature. Thus, the Company recorded a discount on the debt of $898,918 with a corresponding increase to additional paid in capital. For the year ended December 31, 2020, the Company amortized the discount on the debt, to interest expense of $381,640, resulting in a balance of unamortized discount notes payable of $517,278. For the years ended December 31, 2020 and 2019, the Company recorded simple interest expense of $14,361 and $0 respectively. On December 1, 2020, the Company entered into a Note Purchase Agreement (the “NPA3”) by and among the Company and certain lenders set forth on the lender schedule to the NPA3 (the “Lenders”). Pursuant to the terms of the NPA3, the Company sold an aggregate principal amount of $244,000 of its convertible promissory notes (the “December Notes”). The December Notes are general, unsecured obligations of the Company and bear simple interest at a rate of 6% per annum, and mature on the third anniversary of the date of issuance (the “Maturity Date”), to the extent that the December Notes and the principal amounts 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 December Notes 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 not pre-pay or redeem the December Notes other than as required by the Agreement. The December Note holders have an optional right of conversion such that a Noteholder may elect to convert his December 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 outstanding indebtedness by $0.25, subject to certain adjustments. This optional right of conversion is subject to a beneficial ownership limitation of 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the share issuance upon conversion. The holders of the December Notes are granted demand registration rights and pre-emptive rights. In addition, the NPA3 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. Upon the occurrence of an event of default, a majority of the Holders may accelerate the maturity of the Indebtedness. In comparison to the fair market value of the common stock on December 1, 2020, and the fixed effective conversion rate of $0.25 per common share, the lesser amount of the conversion feature or debt was $237,983 and presented a beneficial conversion feature. Thus, the Company recorded a discount on the debt of $237,983 with a corresponding increase to additional paid in capital, resulting in a balance of unamortized discount notes payable of $237,983. For the years ended December 31, 2020 and 2019, the Company recorded simple interest expense of $1,083 and $0 respectively. For the year ended December 31, 2020, the Holders converted a total of $687,734 of the convertible debt to 3,499,001 shares of common shares, 134,113 of which were at the conversion rate of $0.10 per share and 3,364,888 of which were at the conversion rate of $0.20 per share. The balance of the convertible notes at December 31, 2020, net of unamortized discount of $1,084,944, is $209,323. |
Coronavirus Loans
Coronavirus Loans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | 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 December 31, 2020, the Company has recorded $15,624 as current portion of notes payable and $5,208 as notes payable long term. 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$341,625 at an exchange rate of GBP:USD of 1.3665. 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 £4,166.67 (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 December 31, 2020, the Company has recorded $26,207 as current portion of notes payable and $315,418 as notes payable long term. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 13 - 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 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 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 December 31, 2020, and 2019, there were 4,080,017 and 121,216 shares of common stock and 0 shares of preferred stock issued and outstanding, respectively. Preferred Stock On December 5, 2017, pursuant to the approval of our board of directors and a majority of the shareholders in each class, we amended the Certificates of Designation for our Series C, D, E, H, I, J, and K Preferred Stock. The amendments changed the conversion rights of these classes of preferred stock such that the Maximum Conversion as defined in each such Certificate of Designation was increased from 4.99% to 9.99% of our outstanding shares of common stock. On May 20, 2019, following the approval on May 14, 2019 of the Board of Directors, the Company and a majority of the shareholders of the Series E preferred stock, the Company filed an Amended and Restated Certificate of Designations for the Company’s Series E preferred stock. The amendments had the effect of changing the conversion rights such that the 9.99% blocker was eliminated On July 12, 2019, pursuant to the approval of our board of directors and a majority of the shareholders in each class, we amended the Certificates of Designation for our Series E, I and L Preferred Stock. The amendments had the effect of authorizing the Company’s Board to require the conversion of the Series E, I and L preferred stock into common stock of the Company at the then-applicable conversion ratio, without the approval of any holders of Series E, I and L preferred stock. Also on July 12, 2019, the Company filed Certificates of Withdrawal of Certificate of Designations for the Company’s Series A, B, C, D, F, G, H and J preferred stock, pursuant to which the Series A, B, C, D, F, G, H and J preferred stock was cancelled. On July 15, 2019, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Series K Certificate”) for the Company’s Series K preferred stock, pursuant to which the Series K preferred stock was cancelled. On July 18, 2019, the Company filed Certificates of Withdrawal of Designations for the Company’s Series E, I and L preferred stock, pursuant to which the Series E, I and L preferred stock was cancelled. As of December 31, 2020 and 2019, 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 preferred shares issued and outstanding. Common Stock For the year ended December 31, 2020 The Company issued a total of 3,958,801 shares of common stock during the year ended December 31, 2020, as described below: On January 30, 2020, the Company issued an aggregate of 18,147 common stock upon the conversion of $1,815 of its convertible debt, at the conversion rate of $0.10 per share. On January 31, 2020, the Company issued an aggregate of 18,147 common stock upon the conversion of $1,815 of its convertible debt, at the conversion rate of $0.10 per share. On February 10, 2020, the Company issued an aggregate of 25,421 common stock upon the conversion of $2,542 of its convertible debt, at the conversion rate of $0.10 per share. On February 11, 2020, the Company issued an aggregate of 23,580 common stock upon the conversion of $2,358 of its convertible debt, at the conversion rate of $0.10 per share. On February 18, 2020, the Company issued an aggregate of 13,192 common stock upon the conversion of $1,319 of its convertible debt, at the conversion rate of $0.10 per share. On February 19, 2020, the Company issued an aggregate of 4,468 common stock upon the conversion of $446 of its convertible debt, at the conversion rate of $0.10 per share. On March 9, 2020, the Company issued an aggregate of 10,305 common stock upon the conversion of $1,031 of its convertible debt, at the conversion rate of $0.10 per share. On April 17, 2020, the Company issued an aggregate of 7,046 common stock upon the conversion of $705 of its convertible debt, at the conversion rate of $0.10 per share. On April 22, 2020, the Company issued an aggregate of 370 common stock upon the conversion of $37 of its convertible debt, at the conversion rate of $0.10 per share. On June 22, 2020, the Company issued an aggregate of 13,437 common stock upon the conversion of $2,687 of its convertible debt, at the conversion rate of $0.20 per share. On July 8, 2020, the Company issued an aggregate of 1,095 common stock upon the conversion of $219 of its convertible debt, at the conversion rate of $0.20 per share. On July 16, 2020, the Company’s Board of Directors approved and the Company entered into a 12-month consulting agreement (“Consulting Agreement”) with an unrelated third-party for capital raising advisory services and business growth and development services, with the term renewable upon mutual consent of the parties. Upon signing of the Consulting Agreement, the Company agreed to issue 20,000 restricted shares of its common stock to the consultant (the “Consulting Shares”), 5,000 additional restricted shares of common stock to be issued quarterly until the consultant may receive cash compensation for its services, which will be determined, upon completion of certain milestones, by the Company’s CEO. On July 22, 2020, the Company issued 20,000 common stock valued at $50,200 and on November 13, 2020, the Company issued 5,000 common stock valued at $11,250. On July 23, 2020, the Company issued an aggregate of 2,342 common stock upon the conversion of $468 of its convertible debt, at the conversion rate of $0.20 per share. On August 25, 2020, David Phipps exercised 400,000 options via a cashless exercise. Additionally, on August 25, 2020, Hector Delgado and two employees exercised 110,000 options through a cashless exercise. The Company withheld newly acquired shares pursuant to the exercise of the Option. The amount of common stock issued is calculated by using [Number of Options Exercising] minus * divided by On August 25, 2020, the Company issued 5,000 common stock for consulting services valued at $12,550. On August 26, 2020, the Company issued an aggregate of 586,000 common stock upon the conversion of $117,200 of its convertible debt, at the conversion rate of $0.20 per share. On September 1, 2020, the Company issued an aggregate of 191,094 common stock upon the conversion of $38,219 of its convertible debt, at the conversion rate of $0.20 per share. On September 2, 2020, the Company issued an aggregate of 21,753 common stock upon the conversion of $4,351 of its convertible debt, at the conversion rate of $0.20 per share. On September 8, 2020, the Company issued an aggregate of 167,998 common stock upon the conversion of $33,600 of its convertible debt, at the conversion rate of $0.20 per share. On September 10, 2020, the Company issued an aggregate of 572,285 common stock upon the conversion of $114,457 of its convertible debt, at the conversion rate of $0.20 per share. On September 11, 2020, the Company issued an aggregate of 75,000 common stock upon the conversion of $15,000 of its convertible debt, at the conversion rate of $0.20 per share. On September 14, 2020, the Company issued an aggregate of 331,472 common stock upon the conversion of $66,294 of its convertible debt, at the conversion rate of $0.20 per share. On September 15, 2020, the Company issued an aggregate of 67,647 common stock upon the conversion of $13,529 of its convertible debt, at the conversion rate of $0.20 per share. On September 16, 2020, the Company issued an aggregate of 151,373 common stock upon the conversion of $30,275 of its convertible debt, at the conversion rate of $0.20 per share. On September 17, 2020, the Company issued an aggregate of 165,985 common stock upon the conversion of $33,197 of its convertible debt, at the conversion rate of $0.20 per share. On September 21, 2020, the Company issued an aggregate of 28,901 common stock upon the conversion of $5,780 of its convertible debt, at the conversion rate of $0.20 per share. On September 22, 2020, the Company issued an aggregate of 275,026 common stock upon the conversion of $55,005 of its convertible debt, at the conversion rate of $0.20 per share. On September 30, 2020, the Company issued an aggregate of 216,199 common stock upon the conversion of $43,240 of its convertible debt, at the conversion rate of $0.20 per share. On November 3, 2020, the Company issued an aggregate of 30,305 common stock upon the conversion of $6,061 of its convertible debt, at the conversion rate of $0.20 per share. On November 5, 2020, the Company issued an aggregate of 129,241 common stock upon the conversion of $25,848 of its convertible debt, at the conversion rate of $0.20 per share. On November 6, 2020, the Company issued an aggregate of 56,700 common stock upon the conversion of $11,340 of its convertible debt, at the conversion rate of $0.20 per share. On November 11, 2020, the Company issued an aggregate of 100,000 common stock upon the conversion of $20,000 of its convertible debt, at the conversion rate of $0.20 per share. On November 13, 2020, the Company issued an aggregate of 194,472 common stock upon the conversion of $38,894 of its convertible debt, at the conversion rate of $0.20 per share. For the year ended December 31, 2019 The Company issued a total of 58,781 shares of common stock during the year ended December 31, 2019, as described below: On January 18, 2019, we issued a total of 21,619 common shares via a cashless exercise of employee stock options. David Phipps exercised 40,000 options and two employees exercised 18,333 options, both through a cashless exercise. The Company withheld newly acquired shares pursuant to the exercise of the Option. The amount of common stock issued is calculated by using [Number of Options Exercising] minus * divided by On April 9, 2019, we issued an aggregate of 7,798 shares of common stock upon the conversion of 4,052 shares of Series C Preferred Stock, 43,667 shares of Series D Preferred Stock and 2,569 shares of Series K Preferred Stock. On April 22, 2019, we issued an aggregate of 2,780 shares of common stock upon the conversion of 17 shares of Series J Preferred Stock and 3,868 shares of Series K Preferred Stock. On May 21, 2019, we issued an aggregate of 22,846 shares of common stock upon the conversion of 342,691 shares of Series E Preferred Stock. On May 20, 2019, we issued an aggregate of 209 shares of common stock upon the conversion of 1,563 shares of Series D Preferred Stock. On July 15, 2019, we issued an aggregate of 2,955 shares of common stock upon the conversion of 2,256 shares of Series E Preferred Stock. 33 shares of Series I Preferred Stock and 667 shares of Series L Preferred Stock. On August 27, 2019, we issued 557 shares of common stock in connection with the rounding up of fractional shares of common stock, in relation to the 1:15 reverse stock split. Stock Options 2018 Incentive Plan The purpose of the 2018 Incentive Plan (the “Plan”) is to provide a means for the Company to continue to attract, motivate and retain management, key employees, consultants and other independent contractors, and to provide these individuals with greater incentive for their service to the Company by linking their interests in the Company’s success with those of the Company and its shareholders. On January 18, 2019, David Phipps exercised 21,667 options via a cashless exercise. Additionally, on January 18, 2019, two employees exercised 18,333 options through a cashless exercise. The Company withheld newly acquired shares pursuant to the exercise of the Option. The amount of common stock issued is calculated by using [Number of Options Exercising] minus * divided by Options Exercise Market Shares Common David Phipps 21,667 $ 2.55 $ 5.25 10,524 11,143 Other 18,333 $ 2.25 $ 5.25 7,857 10,476 40,000 18,381 21,619 2020 Equity Incentive Plan On August 21, 2020, the Company’s Board of Directors approved and adopted the Company’s 2020 Equity Incentive Plan (the “2020 Plan”). The purpose of the 2020 Plan is to provide a means for the Company to continue to attract, motivate and retain management, key employees, directors and consultants. The 2020 Plan provides that up to a maximum of 2,250,000 shares of the Company’s common stock, subject to adjustment, are available for issuance. Following the adoption of the 2020 Plan, the Board approved issuances of certain stock options to its executives, directors and employees under the 2020 Plan. David Phipps, CEO was granted 400,000 options, Theresa Carlise, former CFO was granted 71,000 options, Hector Delgado, Director was granted 21,000 options and seven key employees were granted 160,000 options. These 652,000 options have an exercise price of $0.20 per share, were fully vest upon issuance and expire on August 20, 2030. On August 25, 2020, David Phipps exercised 400,000 options via a cashless exercise. Additionally, on August 25, 2020, Hector Delgado and two employees exercised a total of 131,000 options through a cashless exercise. The Company withheld newly acquired shares pursuant to the exercise of the Option. The amount of common stock issued is calculated by using [Number of Options Exercising] minus * divided by Options Exercise Market Shares Common David Phipps 400,000 $ 0.20 $ 0.25 80,000 320,000 Other 131,000 $ 0.20 $ 0.25 21,200 109,800 531,000 101,200 429,800 On December 31, 2020, the Company’s Board of Directors approved and adopted an amendment to the 2020 Incentive Plan which increased the maximum from 2,250,000 to 4,000,000 shares of the Company’s common stock and approved issuances of certain stock options to its executives, directors, employees and consultants under the Plan. David Phipps, CEO was granted 1,500,000 options, Thomas Seifert, CFO was granted 250,000 options, Hector Delgado, Director was granted 50,000 options, and six key employees and consultants were granted a total of 850,000 options, These 2,650,000 options have an exercise price of $0.25 per share, were fully vested upon issuance and expire on December 30, 2030. The Company uses the Black-Scholes Model to calculate the fair value of its options. The valuation result generated by this pricing model is necessarily driven by the value of the underlying common stock incorporated into the model. Management determined the expected volatility was 462.15%, a risk-free rate of interest between 0.68-0.93%, and contractual lives of the options of ten years. In connection with the stock option grant, for the year ended December 31, 2020, the Company recorded a charge for the fair value of options granted of $830,900. For the years ended December 31, 2020 and 2019, the Company recorded total stock-based compensation of $830,900 and $0, respectively. Stock options outstanding at December 31, 2020 and 2019, as disclosed in the below table, have approximately $7,800,116 and $115,180 of intrinsic value, respectively. A summary of the status of the Company’s outstanding stock options and changes during the years ended December 31, 2020 and 2019, is as follows: Number of Weighted Weighted Balance at January 1, 2019 79,044 $ 9.90 5.56 Granted - $ - - Exercised (40,000 ) $ 2.41 4.96 Forfeited - $ - - Cancelled - $ - - Balance outstanding at December 31, 2019 39,044 $ 17.49 5.16 Options exercisable at December 31, 2019 39,044 $ 17.49 5.16 Weighted average fair value of options granted during the period $ - - Balance at January 1, 2020 39,044 $ 17.49 5.16 Granted 3,492,000 $ 0.24 9.92 Exercised (531,000 ) $ 0.20 9.64 Forfeited - $ - - Cancelled - $ - - Balance outstanding at December 31, 2020 3,000,044 $ 0.47 9.91 Options exercisable at December 31, 2020 3,000,044 $ 0.47 9.91 Weighted average fair value of options granted during the period $ 0.24 9.92 A summary of the status of the Company’s outstanding stock warrants and changes during the years ended December 31, 2020 and 2019, is as follows: Number of Weighted Weighted Balance at January 1, 2019 4,000 $ 60.00 2.37 Granted - - - Exercised - - - Forfeited Cancelled - - - Balance at December 31, 2019 4,000 $ 60.00 1.37 Balance at January 1, 2020 4,000 $ 60.00 1.37 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at December 31, 2020 4,000 $ 60.00 0.37 As of December 31, 2020 and 2019, there were 4,000 stock warrants outstanding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 16 – RELATED PARTY TRANSACTIONS As of December 31, 2020, the accounts payable due to related party includes advances for inventory and services due to David Phipps of $90,809, accrued director fees of $5,000 due to Hector Delgado and accrued salary due to Thomas Seifert of $6,250. Total related party payments due as of December 31, 2020 and December 31, 2019 are $102,060 and $51,071, 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 related to Mr. Phipps who earned gross wages totaling $85,722 and $66,925 for the years ended December 31, 2020 and 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | NOTE 15 - 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. We have also worked with our product suppliers to ensure we will continue to have sufficient inventory levels on hand to meet consumer demand. 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 June 14, 2018, the Company entered into a two (2) year Employment Agreement (the “Phipps Agreement”) with Mr. Phipps, with an automatic one (1) year extension. Under the Phipps Agreement, Mr. Phipps will serve as the Company’s Chief Executive Officer and President and will receive an annual base salary equal to the sum of $170,000 and £48,000 to be paid through our operating subsidiary, GTCL. For the year ended December 31, 2018, the £48,000 equivalent to USD is $62,219 and the yearly conversion rate is 1.296229. The Phipps Agreement provides for a performance bonus based on exceeding our annual revenue goals and on our ability to attract new investment. The Phipps Agreement also provides for medical plan coverage, an auto allowance, paid vacation, and discretionary stock grants and option awards. In the event of termination without cause, termination as a result of a change in control, or resignation with good reason (as defined in the Phipps Agreement), Mr. Phipps will be entitled to a severance equal to twice his base salary, the immediate vesting of all unvested options, and other benefits. The Phipps Agreement terminates and supersedes the Original Phipps Agreement (as defined below) and any subsequent amendments, effective as of the June 14, 2018. Also, on June 14, 2018, we entered into a new Employment Agreement (“Carlise Agreement”) with our Chief Financial Officer, Theresa Carlise. The Carlise Agreement is for a period of two (2) years, with an automatic one (1) year extension. Ms. Carlise’s base salary is $150,000 per year. The Carlise Agreement provides for performance bonuses based on exceeding our annual revenue goals and on our ability to attract new investment. The Carlise Agreement also provides for medical plan coverage, an auto allowance, paid vacation, and discretionary stock grants and option awards. In the event of termination without cause, termination as a result of a change in control, or resignation with good reason (as defined in the Carlise Agreement), Ms. Carlise will be entitled to a severance equal to twice her base salary, the immediate vesting of all unvested options, and other benefits. The Carlise Agreement terminates and supersedes the Original Carlise Agreement (as defined below) and any subsequent amendments, effective as of the June 14, 2018. On March 13, 2020, the Company and David Phipps and Theresa Carlise, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, executed waivers of the provisions in their respective employment agreement requiring prior written notice of non-renewal to the other party. As a result, their respective employment terms with the Company will not be automatically extended as set forth in such employment agreements and will terminate as of June 14, 2020. On August 13, 2020, the Company’s Board approved and authorized the continued employment of David Phipps and Theresa Carlise, as the Company’s Chief Executive Officer and Chief Financial Officer, respectively, for a 30-day period, commencing as of August 14, 2020 and terminating on September 13, 2020, which employment term may be extended as agreed by the Company and the respective executive officers on the substantially the same compensation and other material terms during the period of the continued employment as those set forth in their previous employment agreements. As previously disclosed, in March 2020, the Company and above-referenced executive officers executed waivers of the provisions in their respective employment agreement requiring prior written notice of non-renewal to the other party. As a result, their respective employment terms with the Company were not automatically extended as set forth in such employment agreements and terminated as of June 13, 2020. As previously disclosed on June 13, 2020, the Company renewed their respective agreements for 30 days, commencing on June 14 through July 13, 2020. Also, as previously disclosed on July 13, 2020, the Company renewed their respective agreements for 30 days, commencing on July 14 through August 13, 2020. On September 11, 2020, the Company’s Board approved and authorized the continued employment of David Phipps and Theresa Carlise, as the Company’s Chief Executive Officer and Chief Financial Officer, respectively, for a 30-day period, commencing as of September 14, 2020 and terminating on October 13, 2020, which employment term may be extended as agreed by the Company and the respective executive officers on substantially the same compensation and other material terms during the period of the continued employment as those set forth in their previous employment agreements. As previously disclosed, in March 2020, the Company and above-referenced executive officers executed waivers of the provisions in their respective employment agreement requiring prior written notice of non-renewal to the other party. As a result, their respective employment terms with the Company were not automatically extended as set forth in such employment agreements and terminated as of June 13, 2020. As previously disclosed on June 13, 2020, the Company renewed their respective agreements for 30 days, commencing on June 14 through July 13, 2020. As previously disclosed on July 13, 2020, the Company renewed their respective agreements for another 30 days, commencing on July 14 through August 13, 2020. As previously disclosed on August 14, 2020, the Company renewed their respective agreements for another 30 days, commencing on August 14 through September 13, 2020. On October 14, 2020, the Board of Directors (the “Board”) of Orbsat Corp (the “Company”) effected the following changes to the Company’s executive management: (i) extended David Phipps’ (the Company’s Chief Executive Officer) employment with the Company for another 30-day period, commencing on October 14, 2020, with his respective compensation and other material terms during the such term to remain substantially the same as those set forth in the previous extensions to his employment agreement; (ii) retained Theresa Carlise’s services on a non-exclusive basis as Comptroller for cash compensation of $2,000/month. Ms. Carlise will facilitate the transition of CFO duties following the expiration of her employment agreement on October 13, 2020. Her engagement may be terminated upon one week’s notice; and (iii) appointed Thomas Seifert as the Company’s Chief Financial Officer, Secretary and Treasurer for a period of 12 months commencing on October 19, 2020, for cash compensation of $7,500/month, and such additional equity compensation as the Board may determine in the future, subject to periodic review and adjustment by the Board in its sole discretion. He will also be eligible to receive various other benefits if and to the extent available to the employees of the Company. On November 12, 2020, the Company’s Board approved and authorized the continued employment of David Phipps, as the Company’s Chief Executive Officer, for a 90-day period, commencing as of November 13, 2020, which employment term may be extended as agreed by the Company and the executive officer on substantially the same compensation and other material terms during the period of the continued employment as those set forth in his previous employment agreement. As previously disclosed, in March 2020, the Company and Mr. Phipps executed a waiver of the provisions in his employment agreement requiring prior written notice of non-renewal to the other party. As a result, his employment terms with the Company were not automatically extended as set forth in such employment agreement and terminated as of June 13, 2020. As previously disclosed on June 13, 2020, the Company renewed his agreement for 30 days, commencing on June 14 through July 13, 2020. As previously disclosed on July 13, 2020, the Company renewed his agreement for another 30 days, commencing on July 14 through August 13, 2020. As previously disclosed on August 14, 2020, the Company renewed his agreement for another 30 days, commencing on August 14 through September 13, 2020. As previously disclosed on October 14, 2020, the Company renewed his agreement for another 30 days, commencing on October 14 through November 13, 2020. On November 12, 2020, the Company renewed his agreement for another 90 days, commencing November 13, 2020. 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. 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, once established. 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 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. Consulting Agreements On July 16, 2020, the Company’s Board of Directors approved and the Company entered into a 12-month consulting agreement (“Consulting Agreement”) with an unrelated third-party for capital raising advisory services and business growth and development services, with the term renewable upon mutual consent of the parties. Upon signing of the Consulting Agreement, the Company agreed to issue 20,000 restricted shares of its common stock to the consultant (the “Consulting Shares”), 5,000 additional restricted shares of common stock to be issued quarterly until the consultant may receive cash compensation for its services, which will be determined, upon completion of certain milestones, by the Company’s CEO. On May 21, 2019, the Company entered into two consulting agreements (each, a “Consulting Agreement” and together, the “Consulting Agreements”) with unrelated third parties to provide capital raising advisory services and business growth and development services, each for a term of nine months. In exchange for such services, each consultant will receive (i) a Note in the amount of $44,000 issued pursuant to the Agreement, (ii) a Note in the amount of $12,500 with a maturity of three years bearing interest at a rate of 6% per annum with an optional right of conversion, (iii) payment of a retainer ranging from $10,000 to $30,000, and (iv) monthly payments ranging from $5,000 to $10,000 for nine months. On August 29, 2019, one of the consulting agreements was extended for another three months to expire on February 13, 2020 and the other was extended on September 1, 2019 for another two months to expire on January 13, 2020. 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. The rate implicit in each lease is not readily determinable, and we therefore use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of right of use (ROU) assets and lease liabilities during the year ended December 31, 2020 was 6.00%, derived from borrowing rate, as obtained from the Company’s current lenders. Right of use assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of December 31, 2020, we have not recognized any impairment losses for our ROU assets. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. At December 31, 2020, the Company had current and long-term operating lease liabilities of $30,125 and $22,574, respectively, and right of use assets of $55,606. Future minimum lease payments under these leases are as follows: Minimum Lease Years Ending December 31, Payment 2021 $ 34,854 2022 20,332 Total undiscounted future non-cancelable minimum lease payments 55,186 Less: Imputed interest (2,487 ) Present value of lease liabilities $ 52,699 Weighted average remaining term 1.8 Net rent expense for the years ended December 31, 2020 and 2019 were $32,607 and $31,563, 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | NOTE 17 - CONCENTRATIONS Customers: Amazon accounted for 73.3% and 56.9% of the Company’s revenues during the years ended December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019. December 31, 2020 December 31, 2019 Network Innovations $ 912,056 17.5 % $ 1,431,075 30.1 % Garmin $ 813,875 15.6 % $ 647,360 13.6 % Globalstar Europe $ 540,463 10.3 % $ 568,006 12.0 % Cygnus Telecom $ 623,736 11.9 % $ 525,231 11.1 % Geographic The following table sets forth revenue as to each geographic location, for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 3,658,612 64.3 % $ 4,152,218 70.7 % North America 1,532,273 26.9 % 1,162,869 19.8 % South America 34,915 0.6 % 42,212 0.7 % Asia & Pacific 363,838 6.4 % 414,725 7.1 % Africa 43,948 0.8 % 46,783 0.8 % Australia & Oceania 56,210 1.0 % 50,751 0.9 % $ 5,689,796 $ 5,869,558 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 12 – DERIVATIVE LIABILITIES The convertible notes were accounted for as liabilities at the date of issuance and adjusted to fair value through earnings. On May 14, 2019, due to the cash repayment any derivative liability was fair valued at repayment date and a gain was recorded for the reversal of derivative liability. Conversion feature Balance at January 1, 2019 - Derivative liability 65,000 Change in fair value included in earnings 36,925 Balance at March 31, 2019 $ 101,925 Change in fair value included in earnings 32,752 Derivative liability reversed (134,677 ) Balance at December 31, 2019 $ - The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: December 31, 2019 Expected volatility 328 % Expected term - years 0.79 Risk-free interest rate 2.57 % Expected dividend yield - % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The Company accounts for income taxes under ASC Topic 740: Income Taxes which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company has a net federal and state operating loss carry forward for tax purposes totaling approximately $6.8 million at December 31, 2020, expiring through the year 2036, generally. The tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. Due to the continuing loss position of the Company, such changes should not be material. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, or possibly eliminated, based on the Code. The Company has also, not completed its review of NOL’s pertaining to years the Company was known as “Silver Horn Mining Ltd.” and “Great West Resources, Inc.”, which may not be available due to IRC Section 382 and because of a change in business line that may eliminate NOL’s associated with ““Silver Horn Mining Ltd.” and “Great West Resources, Inc.” The company has also not reviewed the impact relating to “Recent Events” for its IRC Section 382 possible NOL’s limitation. The components of earnings before income taxes for the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Income (loss) before income taxes: Domestic $ (2,826,902 ) $ (1,436,516 ) Foreign 63,527 56,760 $ (2,763,375 ) $ (1,379,756 ) Income tax provision (benefit) consists of the following for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Income tax provision (benefit): Current Federal $ - $ - State - - Foreign 3,563 747 Total current 3,563 747 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision (benefit) $ 3,563 $ 747 The Company’s wholly owned subsidiary, GTCL, is a United Kingdom (“UK”) Limited Company and files tax returns in the UK. Its estimated tax liability for December 31, 2020 and 2019 is approximately $3,563 and $747, respectively. A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: Year Ended December 31, 2020 2019 $ % $ % Federal income tax provision (benefit) at statutory rate $ (580,309 ) 21.00 % $ (289,749 ) 21.00 % State tax expense net of federal tax benefit 35,833 (1.29 ) 22,210 (1.61 ) Non-Deductible Expenses 56,545 (2.05 ) - - Foreign taxes at rate different than US Taxes 236 (0.01 ) 618 (0.05 ) Other True-ups 1,267,030 (45.85 ) - - Change in valuation allowance (775,772 ) 28.07 267,668 (19.29 ) Income tax provision (benefit) $ 3,563 (0.13 )% $ (747 ) 0.05 % Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 1,720,848 $ 1,255,005 Property plant and equipment and intangibles asset 123,968 - Stock based compensation 185,961 - Total deferred tax assets $ 2,030,777 $ 1,255,005 Deferred tax liabilities: Book basis of property and equipment in excess of tax basis $ - $ - Total deferred tax liabilities $ - $ - Net deferred tax asset before valuation allowance $ 2,030,777 $ 1,255,005 Less: valuation allowance (2,030,777 ) (1,255,005 ) Net deferred tax asset $ - $ - The net operating loss carryforward increased from $4,951,682 at December 31, 2019 to $6,789,695 at December 31, 2020. After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at December 31, 2020 and 2019, due to the uncertainty of realizing the deferred income tax assets. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS None. | NOTE 18 – SUBSEQUENT EVENTS On January 4, 2021, the Company issued an aggregate of 150,000 shares of common stock upon the conversion of convertible debt, as issued on August 21, 2020, in the amount of $30,000. 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. Our 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 February 22, 2021, the Company issued an aggregate of 1,001,446 shares of common stock upon the conversion of convertible debt, as issued on May 21, 2019 and August 21, 2020, in the amount of $200,289. On February 22, 2021, the Company issued an aggregate of 5,000 shares of common stock for services in the amount of $19,950. On March 1, 2021, the Company issued an aggregate of 940,740 shares of common stock upon the conversion of convertible debt, as issued on May 21, 2019, August 21, 2020 and December 4, 2020, in the amount of $188,148. 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. 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 mature on the third anniversary of the date of issuance, 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 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. 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. 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 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | 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. |
Organization and 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. | Organization and 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. On March 28, 2014, the Company merged with and into a wholly-owned subsidiary of the Company (“Great West”) solely for the purpose of changing its state of incorporation to Nevada from Delaware (the “Reincorporation”), effecting a 1:150 reverse split of its common stock, and changing its name to Great West Resources, Inc. in connection with the plans to enter into the business of potash mining and exploration. During late 2014, the Company abandoned its efforts to enter the potash mining and exploration business. All references in the audited consolidated financial statements and notes thereto have been retroactively restated to reflect the reverse stock split of 1:150. On the effective date of the Merger: (a) Each share of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of Great West Common Stock; (b) Each share of the Company’s Series A Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of the Great West Series A Preferred Stock; (c) Each share of the Company’s Series D Preferred Stock issued and outstanding immediately prior to the effective date changed and converted into 1/150th fully paid and non-assessable shares of the Great West Series B Preferred Stock; (d) All options to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent options to purchase 1/150th of a share of Great West Common Stock at an exercise price of $0.0001 per share; (e) All warrants to purchase shares of the Company’s Common Stock issued and outstanding immediately prior to the effective date changed and converted into equivalent warrants to purchase 1/150th of a share of Great West Common Stock at 150 times the exercise price of such converted warrants; and (f) Each share of Great West Common Stock issued and outstanding immediately prior to the Effective Date were canceled and returned to the status of authorized but unissued Great West Common Stock. 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. For accounting purposes, this transaction was accounted for as a reverse acquisition and has been treated as a recapitalization of the Company with GTCL considered the accounting acquirer, and the financial statements of the accounting acquirer became the financial statements of the registrant. The completion of the Share Exchange resulted in a change of control. The Share Exchange was accounted for as a reverse acquisition and re-capitalization. The GTCL shareholders obtained approximately 39% of voting control on the date of Share Exchange. GTCL was the acquirer for financial reporting purposes and the Company was the acquired company. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of GTCL and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. See Note 13 - Stockholders Equity. On August 19, 2019, we effected a reverse split in 1-for-15 ratio as applied to our common stock and preferred stock, as well as the number of authorized shares for both classes. As of December 31, 2020, we had 4,080,017 shares issued and outstanding post-split. All share and per share, information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the most recently completed reverse split. See Note 13 - Stockholders Equity. |
Discontinued Operations | Discontinued Operations The Company’s former operations were developing and manufacturing products and services, which reduce fuel costs, save power and energy and protect the environment. The products and services were made available for sale into markets in the public and private sectors. In December 2009, the Company discontinued these operations and disposed of certain of its subsidiaries, and prior periods have been restated in the Company’s consolidated financial statements and related footnotes to conform to this presentation. The remaining liabilities for discontinued operations are presented in the consolidated balance sheets under the caption “Liabilities of discontinued operation” and relates to the discontinued operations of developing and manufacturing of energy saving and fuel-efficient products and services. The carrying amounts of the major classes of these liabilities as of December 31, 2020 and 2019 are summarized as follows: December 31, 2020 December 31, 2019 Assets of discontinued operations $ - $ - Liabilities Accounts payables and accrued expenses $ (112,397 ) $ (112,397 ) Liabilities of discontinued operations $ (112,397 ) $ (112,397 ) | |
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. | 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. | 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. | 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 December 31, 2020, and 2019, there is an allowance for doubtful accounts of $15,596 and $3,187, 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. | 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. | Prepaid expenses Prepaid expenses amounted to $1,784 and $18,596 at December 31, 2020 and 2019, respectively. Prepaid expenses include prepayments in cash for accounting fees, prepayments in equity instruments and license fees which are being amortized over the terms of their respective agreements and product costs associated with deferred revenue. The current portion consists of costs paid for future services which will occur within a year. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three months ended March 31, 2021, closing rate at 1.3783 US$: 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$: GBP. | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the year ended December 31, 2020 closing rate at 1.3665 US$: GBP, yearly average rate at 1.286618 US$: GBP, for the year ended December 31, 2019 closing rate at 1.3262 US$: GBP, yearly average rate at 1.276933 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. | 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 consolidated balance sheets as current liabilities. At December 31, 2020, we had contract liabilities of approximately $36,704. At December 31, 2019, we had contract liabilities of approximately $41,207. |
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. | 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. | 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. | 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 $50,000, during the years ended December 31, 2020 and 2019, 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. | 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 years ended December 31, 2020 and 2019 was $269,926 and $250,328, 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. | 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 December 31, 2020 and December 31, 2019, 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. | 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. Conversion feature Balance at January 1, 2019 $ - Derivative liability 65,000 Change in fair value included in earnings 36,925 Balance at March 31, 2019 $ 101,925 Derivative Liability (65,000 ) Change in fair value included in earnings (36,925 ) Balance at December 31, 2019 $ - The current portion of the convertible notes were accounted for as liabilities at the date of issuance and adjusted to fair value through earnings for the three months ended March 31, 2019. On May 14, 2019 due to the cash repayment any derivative liability recorded was reversed. The Company did not identify any other 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. | 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. | 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. | 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. |
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. | 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. On February 19, 2015, the Company issued 444 shares of its common stock, par value $0.0001, at $112.61 per share, or $50,000, to a consultant as compensation for the design and delivery of dual mode gsm/Globalstar Simplex tracking devices and related hardware and intellectual property. For the year ended December 31, 2019, the Company recorded an impairment charge of $50,000 for the above-mentioned other asset, due to the delay in its launch to our existing product lines. For the fiscal years ending December 31, 2020 and December 31, 2019, there were no additional expenditures on research and development. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity. For the Company, comprehensive loss for the years ended December 31, 2020 and 2019 included net loss and unrealized losses from foreign currency translation adjustments. | |
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. | E arnings 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 year ended: December 31, 2020 December 31, 2019 Convertible preferred stock - - Convertible notes payable (1) 6,227,340 8,050,000 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 9,231,384 8,093,044 (1) 6,227,340 shares of our common stock issuable upon conversion of $1,294,268 of Convertible Notes Payable as of December 31, 2020, not accounting for 4.99% beneficial ownership limitations. On April 30, 2019, the Company exchanged preferred shares to promissory notes and is treated as extinguishment of preferred shares. In accordance with ASC 260-10-S99, such extinguishment on preferred shares considered as redemptions of preferred shares and the difference between the fair value of the consideration and the carrying amount of the preferred shares will adjust the net income (loss) available to common stockholders in the calculation of earnings per shares. The following are the adjustment to the net income (loss) available to common stockholders during the period ended: Year Ended Year Ended Net loss $ (2,763,375 ) $ (1,379,756 ) Preferred shares redemption adjustment $ - $ 201,924 Net loss available to common shareholders $ (2,763,375 ) $ (1,177,832 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Weighted number of common shares outstanding – basic & diluted 1,339,537 106,175 Loss applicable to common shareholders per share $ (2.06 ) $ (11.09 ) |
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. | 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. | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity and Derivatives and Hedging In August 2018, the FASB issued accounting standards update (“ASU”) No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement 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. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities Accounting Pronouncements Not Yet Adopted Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting At December 31, 2020 and 2019, the Company had aggregated current and long-term operating lease liabilities of $52,699 and $80,857, respectively, and right of use assets of $55,606 and $83,679, respectively. 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Carrying Amount of Major Classes of Liabilities | The carrying amounts of the major classes of these liabilities as of December 31, 2020 and 2019 are summarized as follows: December 31, 2020 December 31, 2019 Assets of discontinued operations $ - $ - Liabilities Accounts payables and accrued expenses $ (112,397 ) $ (112,397 ) Liabilities of discontinued operations $ (112,397 ) $ (112,397 ) | |
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 | 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 Reconciliation of Derivative Liability Measured at Fair Value | Conversion feature Balance at January 1, 2019 $ - Derivative liability 65,000 Change in fair value included in earnings 36,925 Balance at March 31, 2019 $ 101,925 Derivative Liability (65,000 ) Change in fair value included in earnings (36,925 ) Balance at December 31, 2019 $ - | |
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. | The following are dilutive common stock equivalents during the year ended: December 31, 2020 December 31, 2019 Convertible preferred stock - - Convertible notes payable (1) 6,227,340 8,050,000 Stock Options 3,000,044 39,044 Stock Warrants 4,000 4,000 Total 9,231,384 8,093,044 (1) 6,227,340 shares of our common stock issuable upon conversion of $1,294,268 of Convertible Notes Payable as of December 31, 2020, not accounting for 4.99% beneficial ownership limitations. |
Schedule of Adjustment to Net Income (Loss) Available to Common Stockholders | . The following are the adjustment to the net income (loss) available to common stockholders during the period ended: Year Ended Year Ended Net loss $ (2,763,375 ) $ (1,379,756 ) Preferred shares redemption adjustment $ - $ 201,924 Net loss available to common shareholders $ (2,763,375 ) $ (1,177,832 ) NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS Weighted number of common shares outstanding – basic & diluted 1,339,537 106,175 Loss applicable to common shareholders per share $ (2.06 ) $ (11.09 ) |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | At December 31, 2020 and 2019, inventories consisted of the following: December 31, 2020 December 31, 2019 Finished goods $ 361,422 $ 366,298 Less reserve for obsolete inventory - - Total $ 361,422 $ 366,298 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | Property and equipment consisted of the following: December 31, 2020 December 31, 2019 Office furniture and fixtures $ 6,470 $ 10,066 Computer equipment 33,361 47,646 Rental equipment 48,187 75,470 Appliques 2,160,096 2,160,096 Website development 69,149 36,279 Less accumulated depreciation (1,211,099 ) (988,370 ) Total $ 1,106,164 $ 1,341,187 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | Future amortization of intangible assets is as follows: 2021 $ 25,000 2022 25,000 2023 25,000 2024 25,000 Total $ 100,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Other Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | Accounts payable and accrued other liabilities consisted of the following: December 31, 2020 December 31, 2019 Accounts payable $ 747,476 $ 901,244 Rental deposits 10,761 14,381 Customer deposits payable 53,570 46,089 Accrued wages & payroll liabilities 1,913 1,965 Property tax payable - 2,770 VAT liability & sales tax payable 50,453 64,051 Pre-merger accrued other liabilities 65,948 65,948 Accrued interest 99,982 35,462 Accrued other liabilities 22,500 32,307 Total $ 1,052,603 $ 1,164,217 |
Note Exchange Agreement (Tables
Note Exchange Agreement (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Schedule of Exercise of Shares | The Company withheld newly acquired shares pursuant to the exercise of the Option. The amount of common stock issued is calculated by using [Number of Options Exercising] minus * divided by Options Exercise Market Shares Common David Phipps 21,667 $ 2.55 $ 5.25 10,524 11,143 Other 18,333 $ 2.25 $ 5.25 7,857 10,476 As a result of the exercise 429,800 shares of common stock were issued. Options Exercise Market Shares Common David Phipps 400,000 $ 0.20 $ 0.25 80,000 320,000 Other 131,000 $ 0.20 $ 0.25 21,200 109,800 531,000 101,200 429,800 | |
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 | A summary of the status of the Company’s outstanding stock options and changes during the years ended December 31, 2020 and 2019, is as follows: Number of Weighted Weighted Balance at January 1, 2019 79,044 $ 9.90 5.56 Granted - $ - - Exercised (40,000 ) $ 2.41 4.96 Forfeited - $ - - Cancelled - $ - - Balance outstanding at December 31, 2019 39,044 $ 17.49 5.16 Options exercisable at December 31, 2019 39,044 $ 17.49 5.16 Weighted average fair value of options granted during the period $ - - Balance at January 1, 2020 39,044 $ 17.49 5.16 Granted 3,492,000 $ 0.24 9.92 Exercised (531,000 ) $ 0.20 9.64 Forfeited - $ - - Cancelled - $ - - Balance outstanding at December 31, 2020 3,000,044 $ 0.47 9.91 Options exercisable at December 31, 2020 3,000,044 $ 0.47 9.91 Weighted average fair value of options granted during the period $ 0.24 9.92 |
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 | A summary of the status of the Company’s outstanding stock warrants and changes during the years ended December 31, 2020 and 2019, is as follows: Number of Weighted Weighted Balance at January 1, 2019 4,000 $ 60.00 2.37 Granted - - - Exercised - - - Forfeited Cancelled - - - Balance at December 31, 2019 4,000 $ 60.00 1.37 Balance at January 1, 2020 4,000 $ 60.00 1.37 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding at December 31, 2020 4,000 $ 60.00 0.37 |
Concentrations (Tables)
Concentrations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 % | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the years ended December 31, 2020 and 2019. December 31, 2020 December 31, 2019 Network Innovations $ 912,056 17.5 % $ 1,431,075 30.1 % Garmin $ 813,875 15.6 % $ 647,360 13.6 % Globalstar Europe $ 540,463 10.3 % $ 568,006 12.0 % Cygnus Telecom $ 623,736 11.9 % $ 525,231 11.1 % |
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 | The following table sets forth revenue as to each geographic location, for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 Year Ended December 31, 2019 Europe $ 3,658,612 64.3 % $ 4,152,218 70.7 % North America 1,532,273 26.9 % 1,162,869 19.8 % South America 34,915 0.6 % 42,212 0.7 % Asia & Pacific 363,838 6.4 % 414,725 7.1 % Africa 43,948 0.8 % 46,783 0.8 % Australia & Oceania 56,210 1.0 % 50,751 0.9 % $ 5,689,796 $ 5,869,558 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Conversion Feature Derivative Liability | On May 14, 2019, due to the cash repayment any derivative liability was fair valued at repayment date and a gain was recorded for the reversal of derivative liability. Conversion feature Balance at January 1, 2019 - Derivative liability 65,000 Change in fair value included in earnings 36,925 Balance at March 31, 2019 $ 101,925 Change in fair value included in earnings 32,752 Derivative liability reversed (134,677 ) Balance at December 31, 2019 $ - |
Schedule of Assumptions for Fair Value of Convertible Instruments Granted Under Black-scholes Option Pricing Model | The Company used the following assumptions for determining the fair value of the convertible instruments granted under the Black-Scholes option pricing model: December 31, 2019 Expected volatility 328 % Expected term - years 0.79 Risk-free interest rate 2.57 % Expected dividend yield - % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Earnings Before Income Taxes | The components of earnings before income taxes for the years ended December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Income (loss) before income taxes: Domestic $ (2,826,902 ) $ (1,436,516 ) Foreign 63,527 56,760 $ (2,763,375 ) $ (1,379,756 ) |
Summary of Components of Income Tax Provision (Benefit) | Income tax provision (benefit) consists of the following for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Income tax provision (benefit): Current Federal $ - $ - State - - Foreign 3,563 747 Total current 3,563 747 Deferred: Federal - - State - - Foreign - - Total deferred - - Total income tax provision (benefit) $ 3,563 $ 747 |
Summary of Effective Tax Rate and Statutory Federal Rate | A reconciliation of the income tax provision (benefit) by applying the statutory United States federal income tax rate to income (loss) before income taxes is as follows: Year Ended December 31, 2020 2019 $ % $ % Federal income tax provision (benefit) at statutory rate $ (580,309 ) 21.00 % $ (289,749 ) 21.00 % State tax expense net of federal tax benefit 35,833 (1.29 ) 22,210 (1.61 ) Non-Deductible Expenses 56,545 (2.05 ) - - Foreign taxes at rate different than US Taxes 236 (0.01 ) 618 (0.05 ) Other True-ups 1,267,030 (45.85 ) - - Change in valuation allowance (775,772 ) 28.07 267,668 (19.29 ) Income tax provision (benefit) $ 3,563 (0.13 )% $ (747 ) 0.05 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset is as follows: December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 1,720,848 $ 1,255,005 Property plant and equipment and intangibles asset 123,968 - Stock based compensation 185,961 - Total deferred tax assets $ 2,030,777 $ 1,255,005 Deferred tax liabilities: Book basis of property and equipment in excess of tax basis $ - $ - Total deferred tax liabilities $ - $ - Net deferred tax asset before valuation allowance $ 2,030,777 $ 1,255,005 Less: valuation allowance (2,030,777 ) (1,255,005 ) Net deferred tax asset $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under these leases are as follows: Minimum Lease Years Ending December 31, Payment 2021 $ 34,854 2022 20,332 Total undiscounted future non-cancelable minimum lease payments 55,186 Less: Imputed interest (2,487 ) Present value of lease liabilities $ 52,699 Weighted average remaining term 1.8 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Apr. 21, 2010 | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) |
Reverse stock split | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | ||||||
Allowance for doubtful accounts receivable | $ 0 | $ 5,300 | $ 3,187 | |||||||
Prepaid expenses | 1,784 | 1,784 | 18,596 | |||||||
Contract liabilities | $ 31,547 | $ 36,704 | 41,207 | |||||||
Intangible asset, amortization period | 10 years | 10 years | 10 years | |||||||
Goodwill and intangible assets impairment charge | $ 0 | $ 0 | ||||||||
Depreciation expense | $ 67,450 | 65,254 | $ 269,926 | 250,328 | ||||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | |||||||||
Research and development | ||||||||||
Current operating lease liabilities | 30,385 | 30,125 | 29,237 | |||||||
Long-term operating lease liabilities | 14,725 | 22,574 | 51,620 | |||||||
Right of use assets | $ 48,043 | $ 55,606 | $ 83,679 | |||||||
UK Office and Warehouse [Member] | ||||||||||
Foreign currency translation rate | 1.3783 | 1.3262 | 1.3262 | |||||||
Annual rent | $ 35,196 | $ 33,866 | ||||||||
GBP:USD [Member] | Closing Rate [Member] | ||||||||||
Foreign currency translation rate | 1.3783 | 1.3262 | 1.3665 | 1.3665 | 1.3262 | |||||
GBP:USD [Member] | Quarterly Average Rate [Member] | ||||||||||
Foreign currency translation rate | 1.379068 | 1.286618 | ||||||||
GBP [Member] | UK Office and Warehouse [Member] | ||||||||||
Annual rent | $ 25,536 | £ 25,536 | ||||||||
Maximum [Member] | ||||||||||
Cash insured by FDIC | $ 250,000 | $ 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 (Details Narrative) (10-K) | Aug. 19, 2019 | Jul. 24, 2019$ / shares | Mar. 08, 2018 | Feb. 19, 2015USD ($)$ / sharesshares | Mar. 28, 2014 | Apr. 21, 2010 | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($)$ / sharesshares |
Reverse stock split | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | |||||||
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Voting rights percentage | 39.00% | ||||||||||
Common stock shares outstanding | shares | 6,177,203 | 4,080,017 | 121,216 | ||||||||
Common stock, shares issued | shares | 6,177,203 | 4,080,017 | 121,216 | ||||||||
Allowance for doubtful accounts receivable | $ 0 | $ 5,300 | $ 3,187 | ||||||||
Prepaid expenses | 1,784 | 18,596 | |||||||||
Contract liabilities | $ 31,547 | $ 36,704 | 41,207 | ||||||||
Intangible asset, amortization period | 10 years | 10 years | 10 years | ||||||||
Asset impairment charges | $ 0 | 50,000 | |||||||||
Depreciation expense | $ 67,450 | $ 65,254 | 269,926 | 250,328 | |||||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | ||||||||||
Research and development | |||||||||||
Current and long-term operating lease liabilities | 52,699 | 80,857 | |||||||||
Right of use assets | $ 48,043 | $ 55,606 | $ 83,679 | ||||||||
UK Office and Warehouse [Member] | |||||||||||
Foreign currency translation rate | 1.3783 | 1.3262 | 1.3262 | ||||||||
Annual rent | $ 35,196 | $ 33,866 | |||||||||
Consultant [Member] | |||||||||||
Common stock par value | $ / shares | $ 0.0001 | ||||||||||
Common stock, shares issued | shares | 444 | ||||||||||
Share issued price per share | $ / shares | $ 112.61 | ||||||||||
Number of common stock issued, value | $ 50,000 | ||||||||||
Accounting Standards Update 2016-09 [Member] | |||||||||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | ||||||||||
Yearly Average Rate [Member] | |||||||||||
Foreign currency translation rate | 1.276933 | ||||||||||
GBP:USD [Member] | Closing Rate [Member] | |||||||||||
Foreign currency translation rate | 1.3783 | 1.3262 | 1.3665 | 1.3665 | 1.3262 | ||||||
GBP:USD [Member] | Yearly Average Rate [Member] | |||||||||||
Foreign currency translation rate | 1.286618 | 1.286618 | |||||||||
GBP [Member] | UK Office and Warehouse [Member] | |||||||||||
Annual rent | $ 25,536 | £ 25,536 | |||||||||
Maximum [Member] | |||||||||||
Cash insured by FDIC | $ 250,000 | $ 250,000 | |||||||||
EClips Media Technologies, Inc [Member] | |||||||||||
Reverse stock split | effecting a 2:1 forward split |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Appliques [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | 10 years |
Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | 2 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Carrying Amount of Major Classes of Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Assets of discontinued operations | ||
Liabilities: Accounts payables and accrued expenses | (112,397) | (112,397) |
Liabilities of discontinued operations | $ (112,397) | $ (112,397) |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) (10-K) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Office Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Appliques [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | 10 years |
Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | 2 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Reconciliation of Derivative Liability Measured at Fair Value (Details) (10-K) - Conversion Feature Derivative Liability [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at Beginning of Period | $ 101,925 | |
Derivative liability | 65,000 | (65,000) |
Change in fair value included in earnings | 36,925 | (36,925) |
Balance at End of Period | $ 101,925 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) - shares | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 7,372,530 | 7,979,784 | 9,231,384 | 8,093,044 | ||||
Convertible Notes Payable [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 4,368,486 | [1] | 7,936,740 | [1] | 6,227,340 | [2] | 8,050,000 | [2] |
Stock Options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 3,000,044 | 39,044 | 3,000,044 | 39,044 | ||||
Stock Warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total | 4,000 | 4,000 | 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. | |||||||
[2] | 6,227,340 shares of our common stock issuable upon conversion of $1,294,268 of Convertible Notes Payable as of December 31, 2020, not accounting for 4.99% beneficial ownership limitations. |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
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% |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) (10-K) - shares | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive common stock equivalents | 7,372,530 | 7,979,784 | 9,231,384 | 8,093,044 | ||||
Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive common stock equivalents | ||||||||
Convertible Notes Payable [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive common stock equivalents | 4,368,486 | [1] | 7,936,740 | [1] | 6,227,340 | [2] | 8,050,000 | [2] |
Stock Options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive common stock equivalents | 3,000,044 | 39,044 | 3,000,044 | 39,044 | ||||
Stock Warrants [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Dilutive common stock equivalents | 4,000 | 4,000 | 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. | |||||||
[2] | 6,227,340 shares of our common stock issuable upon conversion of $1,294,268 of Convertible Notes Payable as of December 31, 2020, not accounting for 4.99% beneficial ownership limitations. |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Dilutive Common Stock Equivalents (Details) (10-K) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
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% | |
Convertible Notes Payable One [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock issuable upon conversion, shares | 6,227,340 | ||
Common stock issuable upon conversion | $ 1,294,268 | ||
Beneficial ownership limitations percentage | 4.99% |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Adjustment to Net Income (Loss) Available to Common Stockholders (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Net loss | $ (803,142) | $ (284,860) | $ (2,763,375) | $ (1,379,756) |
Preferred shares redemption adjustment | 201,924 | |||
Net loss available to common shareholders | $ (2,763,375) | $ (1,177,832) | ||
Weighted number of common shares outstanding - basic & diluted | 4,926,175 | 121,216 | 1,339,537 | 106,175 |
Loss applicable to common shareholders per share | $ (0.16) | $ (2.43) | $ (2.06) | $ (13) |
Going Concern Considerations (D
Going Concern Considerations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (14,681,695) | $ (13,878,553) | $ (11,115,178) | |
Negative working capital | (33,271) | 144,058 | ||
Net loss | $ (803,142) | $ (284,860) | $ (2,763,375) | $ (1,379,756) |
Going Concern Considerations _2
Going Concern Considerations (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (14,681,695) | $ (13,878,553) | $ (11,115,178) | |
Negative working capital | (33,271) | 144,058 | ||
Net loss | $ (803,142) | $ (284,860) | $ (2,763,375) | $ (1,379,756) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 600,912 | $ 361,422 | $ 366,298 |
Less reserve for obsolete inventory | |||
Total | $ 600,912 | $ 361,422 | $ 366,298 |
Inventories - Schedule of Inv_2
Inventories - Schedule of Inventories (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 600,912 | $ 361,422 | $ 366,298 |
Less reserve for obsolete inventory | |||
Total | $ 600,912 | $ 361,422 | $ 366,298 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 1,784 | $ 1,784 | $ 18,596 |
Prepaid Expenses (Details Nar_2
Prepaid Expenses (Details Narrative) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid expenses | $ 1,784 | $ 1,784 | $ 18,596 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 67,450 | $ 65,254 | $ 269,926 | $ 250,328 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 67,450 | $ 65,254 | $ 269,926 | $ 250,328 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Office furniture and fixtures | $ 6,525 | $ 6,470 | $ 10,066 |
Computer equipment | 33,547 | 33,361 | 47,646 |
Rental equipment | 48,603 | 48,187 | 75,470 |
Appliques | 2,160,096 | 2,160,096 | 2,160,096 |
Website development | 69,578 | 69,149 | 36,279 |
Property and equipment, gross | 2,318,249 | 2,317,263 | |
Less accumulated depreciation | (1,279,176) | (1,211,099) | (988,370) |
Total | $ 1,039,173 | $ 1,106,164 | $ 1,341,187 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Office furniture and fixtures | $ 6,525 | $ 6,470 | $ 10,066 |
Computer equipment | 33,547 | 33,361 | 47,646 |
Rental equipment | 48,603 | 48,187 | 75,470 |
Appliques | 2,160,096 | 2,160,096 | 2,160,096 |
Website development | 69,578 | 69,149 | 36,279 |
Less accumulated depreciation | (1,279,176) | (1,211,099) | (988,370) |
Total | $ 1,039,173 | $ 1,106,164 | $ 1,341,187 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | Dec. 10, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 6,250 | $ 6,250 | $ 25,000 | $ 25,000 | |
Contracts [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible asset purchase value | $ 250,000 |
Intangible Assets (Details Na_2
Intangible Assets (Details Narrative) (10-K) - USD ($) | Feb. 19, 2015 | Dec. 10, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 24, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Amortization expense | $ 6,250 | $ 6,250 | $ 25,000 | $ 25,000 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Impairment charge | $ 50,000 | ||||||
Contracts [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible asset purchase value | $ 250,000 | ||||||
Consultant [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of common stock issued | 444 | ||||||
Common stock par value | $ 0.0001 | ||||||
Share issued price per share | $ 112.61 | ||||||
Number of common stock issued, value | $ 50,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 93,750 | $ 100,000 | $ 125,000 |
Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
2021 | 18,750 | ||
2021 | 25,000 | 25,000 | |
2023 | 25,000 | 25,000 | |
2024 | 25,000 | 25,000 | |
Total | $ 93,750 | $ 100,000 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization of Intangible Assets (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Total | $ 93,750 | $ 100,000 | $ 125,000 |
Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
2021 | 25,000 | 25,000 | |
2022 | 25,000 | 25,000 | |
2023 | 25,000 | 25,000 | |
2024 | 25,000 | ||
Total | $ 93,750 | $ 100,000 |
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 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 927,309 | $ 747,476 | $ 901,244 |
Rental deposits | 10,854 | 10,761 | 14,381 |
Customer deposits payable | 52,298 | 53,570 | 46,089 |
Accrued wages & payroll liabilities | 6,850 | 1,913 | 1,965 |
VAT liability & sales tax payable | (31,290) | 50,453 | |
Pre-merger accrued other liabilities | 65,948 | 65,948 | 65,948 |
Accrued interest | 112,396 | 99,982 | 35,462 |
Accrued other liabilities | 22,500 | 22,500 | 32,307 |
Total | $ 1,166,865 | $ 1,052,603 | $ 1,164,217 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Other Liabilities - Schedule of Accounts Payable and Accrued Other Liabilities (Details) (10-K) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 927,309 | $ 747,476 | $ 901,244 |
Rental deposits | 10,854 | 10,761 | 14,381 |
Customer deposits payable | 52,298 | 53,570 | 46,089 |
Accrued wages & payroll liabilities | 6,850 | 1,913 | 1,965 |
Property tax payable | 2,770 | ||
VAT liability & sales tax payable | 50,453 | 64,051 | |
Pre-merger accrued other liabilities | 65,948 | 65,948 | 65,948 |
Accrued interest | 112,396 | 99,982 | 35,462 |
Accrued other liabilities | 22,500 | 22,500 | 32,307 |
Total | $ 1,166,865 | $ 1,052,603 | $ 1,164,217 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 09, 2019 | |
Line of credit term | 1 year | 1 year | |||
Line of credit interest rate | 9.72% | 9.72% | |||
Penalty interest | 11.72% | 11.72% | |||
Line of credit facility interest expense | $ 520,694 | $ 91,253 | $ 1,022,024 | $ 293,495 | |
Short term line of credit | $ 0 | $ 24,483 | |||
Orbsat Satcom Corp [Member] | Short Term Loan Agreement [Member] | |||||
Line of credit | $ 29,000 |
Line of Credit (Details Narra_2
Line of Credit (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 09, 2019 | |
Line of credit term | 1 year | 1 year | ||
Line of credit interest rate | 9.72% | 9.72% | ||
Penalty interest | 11.72% | 11.72% | ||
Line of credit facility interest expense | $ 952 | $ 574 | ||
Short term line of credit | $ 0 | $ 24,483 | ||
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 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Repayments from note payable | $ 60,643 | $ 7,226 | $ 0 | $ 46,422 | |
Note payable - current portion | 58,255 | 121,848 | |||
Interest on debt | $ 1,594 | $ 4,907 | $ 4,907 | ||
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 (Deta_2
Note Exchange Agreement (Details Narrative) (10-K) - USD ($) | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Repayments from note payable | $ 60,643 | $ 7,226 | $ 0 | $ 46,422 | |
Long-term notes payable | 294,625 | 320,626 | 121,848 | ||
Interest on debt | $ 1,594 | $ 4,907 | $ 4,907 | ||
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) | Jul. 15, 2019shares | May 21, 2019shares | May 20, 2019shares | Apr. 30, 2019USD ($)Integershares | Apr. 22, 2019shares | Apr. 09, 2019shares |
Preferred Stock Series C [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 4,052 | |||||
Preferred Stock Series D [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 1,563 | 43,667 | ||||
Preferred Stock Series E [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 2,256 | 342,691 | ||||
Preferred Stock Series I [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 33 | |||||
Preferred Stock Series J [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 17 | |||||
Preferred Stock Series K [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 3,868 | 2,569 | ||||
Preferred Stock Series L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 667 | |||||
Note Exchange Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 721,855 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 168,270 | |||||
Note Exchange Agreement [Member] | 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 | 222 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 11 | |||||
Note Exchange Agreement [Member] | 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 | 123,526 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 12,353 | |||||
Note Exchange Agreement [Member] | 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 | 147,577 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 29,516 | |||||
Note Exchange Agreement [Member] | 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 | ||||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | ||||||
Note Exchange Agreement [Member] | 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 | 23,333 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 233 | |||||
Note Exchange Agreement [Member] | 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 | 346,840 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,468 | |||||
Note Exchange Agreement [Member] | 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 | 916 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 916 | |||||
Note Exchange Agreement [Member] | 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 | 3,241 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,241 | |||||
Note Exchange Agreement [Member] | 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 | 4,296 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 42,961 | |||||
Note Exchange Agreement [Member] | 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 | 70,571 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 70,571 | |||||
Note Exchange Agreement [Member] | 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 | 1,333 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 5,000 |
Note Exchange Agreement - Sch_2
Note Exchange Agreement - Schedule of Exchange for Conversion of Preferred Shares for Promissory Notes (Details) (10-K) | Jul. 15, 2019shares | May 21, 2019shares | May 20, 2019shares | Apr. 30, 2019USD ($)Integershares | Apr. 22, 2019shares | Apr. 09, 2019shares |
Preferred Stock Series C [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 4,052 | |||||
Preferred Stock Series D [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 1,563 | 43,667 | ||||
Preferred Stock Series E [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 2,256 | 342,691 | ||||
Preferred Stock Series I [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 33 | |||||
Preferred Stock Series J [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 17 | |||||
Preferred Stock Series K [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 3,868 | 2,569 | ||||
Preferred Stock Series L [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 667 | |||||
Note Exchange Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate No. of Shares Held by Converting Stockholders | 721,855 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 168,270 | |||||
Note Exchange Agreement [Member] | 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 | 222 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 11 | |||||
Note Exchange Agreement [Member] | 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 | 123,526 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 12,353 | |||||
Note Exchange Agreement [Member] | 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 | 147,577 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 29,516 | |||||
Note Exchange Agreement [Member] | 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 | ||||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | ||||||
Note Exchange Agreement [Member] | 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 | 23,333 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 233 | |||||
Note Exchange Agreement [Member] | 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 | 346,840 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,468 | |||||
Note Exchange Agreement [Member] | 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 | 916 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 916 | |||||
Note Exchange Agreement [Member] | 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 | 3,241 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 3,241 | |||||
Note Exchange Agreement [Member] | 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 | 4,296 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 42,961 | |||||
Note Exchange Agreement [Member] | 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 | 70,571 | |||||
Aggregate Principal Amount of Notes into which Shares Converted | $ | $ 70,571 | |||||
Note Exchange Agreement [Member] | 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 | 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 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2020 |
Debt principal amount | $ 269,262 | |||||
Aggregate shares of common stock upon the conversion of convertible debt | 4,368,486 | 7,936,740 | ||||
Amortization of convertible debt, net | $ 501,164 | $ 74,837 | $ 956,554 | $ 257,445 | ||
Common stock issuable upon conversion | $ 1,186,176 | $ 793,674 | ||||
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 (De_2
Convertible Notes Payable (Details Narrative) (10-K) | Mar. 02, 2021USD ($)$ / sharesshares | Feb. 23, 2021USD ($)$ / sharesshares | Jan. 12, 2021USD ($)$ / sharesshares | Dec. 02, 2020USD ($)$ / shares | Nov. 13, 2020USD ($)$ / sharesshares | Nov. 11, 2020USD ($)$ / sharesshares | Nov. 06, 2020USD ($)$ / sharesshares | Nov. 05, 2020USD ($)$ / sharesshares | Nov. 03, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 22, 2020USD ($)$ / sharesshares | Sep. 21, 2020USD ($)$ / sharesshares | Sep. 17, 2020USD ($)$ / sharesshares | Sep. 16, 2020USD ($)$ / sharesshares | Sep. 15, 2020USD ($)$ / sharesshares | Sep. 14, 2020USD ($)$ / sharesshares | Sep. 11, 2020USD ($)$ / sharesshares | Sep. 10, 2020USD ($)$ / sharesshares | Sep. 08, 2020USD ($)$ / sharesshares | Sep. 02, 2020USD ($)$ / sharesshares | Sep. 01, 2020USD ($)$ / sharesshares | Aug. 26, 2020USD ($)$ / sharesshares | Aug. 25, 2020shares | Aug. 21, 2020USD ($)$ / shares | Jul. 23, 2020USD ($)shares | Jul. 08, 2020USD ($)$ / sharesshares | Jun. 22, 2020USD ($)$ / sharesshares | Jun. 15, 2020USD ($)$ / shares | Jun. 15, 2020USD ($)$ / sharesshares | Apr. 22, 2020USD ($)$ / sharesshares | Apr. 17, 2020USD ($)$ / sharesshares | Mar. 09, 2020USD ($)$ / sharesshares | Feb. 19, 2020USD ($)$ / sharesshares | Feb. 18, 2020USD ($)$ / sharesshares | Feb. 11, 2020USD ($)$ / sharesshares | Feb. 10, 2020USD ($)$ / sharesshares | Jan. 31, 2020USD ($)$ / sharesshares | Jan. 30, 2020USD ($)$ / sharesshares | Jan. 14, 2020USD ($) | Aug. 27, 2019 | Aug. 19, 2019 | Jul. 24, 2019 | May 14, 2019USD ($)$ / shares | May 14, 2019USD ($)$ / shares | Mar. 08, 2018 | Mar. 28, 2014 | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Apr. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of convertible notes payable | $ 87,778 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 269,262 | $ 269,262 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 112,396 | 99,982 | 35,462 | |||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | ||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 17,041 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense on notes payable | 1,594 | 4,907 | 4,907 | |||||||||||||||||||||||||||||||||||||||||||||||||
Discount on debt | 792,392 | 792,392 | 924,199 | 1,084,944 | 635,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt | 269,262 | $ 269,261 | $ 134,677 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion | $ 1,186,176 | $ 793,674 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion, shares | shares | 4,368,486 | 7,936,740 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||
Reverse stock split | 1:15 reverse stock split | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for compensation for services | shares | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion | $ 149,532 | $ 80,289 | $ 30,000 | $ 38,894 | $ 20,000 | $ 11,340 | $ 25,848 | $ 6,061 | $ 43,240 | $ 55,005 | $ 5,780 | $ 33,197 | $ 30,275 | $ 13,529 | $ 66,294 | $ 15,000 | $ 114,457 | $ 33,600 | $ 4,351 | $ 38,219 | $ 117,200 | $ 468 | $ 219 | $ 2,687 | $ 37 | $ 705 | $ 1,031 | $ 446 | $ 1,319 | $ 2,358 | $ 2,542 | $ 1,815 | $ 1,815 | |||||||||||||||||||
Common stock issuable upon conversion, shares | shares | 747,658 | 401,446 | 150,000 | 194,472 | 100,000 | 56,700 | 129,241 | 30,305 | 216,199 | 275,026 | 28,901 | 165,985 | 151,373 | 67,647 | 331,472 | 75,000 | 572,285 | 167,998 | 21,753 | 191,094 | 586,000 | 2,342 | 1,095 | 13,437 | 370 | 7,046 | 10,305 | 4,468 | 13,192 | 23,580 | 25,421 | 18,147 | 18,147 | 3,958,801 | 58,781 | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of convertible notes payable | $ 87,778 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 65,000 | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Prepayment penalty | 20,257 | $ 20,257 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,522 | $ 2,522 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable current | 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense on notes payable | 538,087 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on debt | $ 329,683 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.20 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion, shares | shares | 3,364,888 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Holders [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.20 | $ 0.20 | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion, shares | shares | 134,113 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Holders [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on debt | $ 209,323 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | 1,084,944 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion | $ 687,734 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion, shares | shares | 3,499,001 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note term | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible percentage | 61.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note default interest rate | 22.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note pre-payment percentage | 115.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd. [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note pre-payment percentage | 140.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Power Up Lending Group Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note issued | $ 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares of common stock percentage | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Exchange Agreement [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note Exchange Agreement [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares of common stock percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 805,000 | $ 805,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split | Reserve stock split of no more than 1:20 contemplated by the Company at the Issue Date | |||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 805,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense on notes payable | 169,668 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on debt | $ 805,000 | $ 805,000 | 635,333 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note Exchange Agreement [Member] | Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Simple interest expense | $ 41,597 | 30,568 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Lenders [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding shares of common stock percentage | 9.99% | 9.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 244,000 | $ 933,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.25 | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | May 2019 Private Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion description | To amend Section 6.1 of the NPA to add "Most Favored Nation" provision such that for a period beginning on the closing date and ending two years thereafter, if the Company issues any common stock or securities convertible into or exercisable for shares of common stock or modify any of the foregoing which may be outstanding to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.20 per share, the "Lower Price Issuance", then the Company will issue such additional units such that the subscriber/lender, will hold that number of units in total had subscriber/lender purchased the units with the purchase price equal to the lower price issuance common stock issued or issuable by the Company, notwithstanding anything herein or in any other agreement to the contrary, the Company should only be required to make a single adjustment with respect to any lower price issuance regardless of the existence of multiple bases | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Note bears interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Simple interest expense | $ 237,983 | $ 898,918 | 14,361 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion description | In addition, the NPA2 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. Upon the occurrence of an event of default, a majority of the Holders may accelerate the maturity of the Indebtedness. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense on notes payable | 381,640 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Discount on debt | 237,983 | 517,278 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 237,983 | $ 898,918 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Convertible Promissory Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Simple interest expense | $ 1,083 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Minimum [Member] | May 2019 Private Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation upon conversion, percentage | 0.0499 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Maximum [Member] | May 2019 Private Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | 0.20 | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation upon conversion, percentage | 0.0999 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Purchase Agreement [Member] | Maximum [Member] | May 2019 Private Offering [Member] | Various Service Providers, Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued for compensation for services | shares | 100,000 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible debt | $ 1,186,176 | $ 1,294,267 | |
Debt Discount | (924,199) | (1,084,944) | |
Total | 261,977 | 209,323 | $ 169,667 |
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 ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Notes payable current | $ 58,255 | $ 121,848 | |||||
Notes payable long term | 294,625 | 320,626 | $ 121,848 | ||||
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 | 15,624 | |||||
Notes payable long term | $ 1,736 | $ 5,208 |
Coronavirus Loans (Details Na_2
Coronavirus Loans (Details Narrative) (10-K) | Jul. 16, 2020USD ($) | Jul. 16, 2020GBP (£) | May 08, 2020USD ($) | Apr. 20, 2020GBP (£) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Notes payable current | $ 58,255 | $ 121,848 | |||||
Notes payable long term | 294,625 | 320,626 | $ 121,848 | ||||
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 | 15,624 | |||||
Notes payable long term | $ 1,736 | $ 5,208 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Mar. 02, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | Jan. 12, 2021 | Nov. 13, 2020 | Nov. 11, 2020 | Nov. 06, 2020 | Nov. 05, 2020 | Nov. 03, 2020 | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 21, 2020 | Sep. 17, 2020 | Sep. 16, 2020 | Sep. 15, 2020 | Sep. 14, 2020 | Sep. 11, 2020 | Sep. 10, 2020 | Sep. 08, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Aug. 26, 2020 | Aug. 25, 2020 | Jul. 23, 2020 | Jul. 08, 2020 | Jun. 22, 2020 | Apr. 22, 2020 | Apr. 17, 2020 | Mar. 09, 2020 | Feb. 19, 2020 | Feb. 18, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Jan. 31, 2020 | Jan. 30, 2020 | Aug. 27, 2019 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 05, 2016 |
Authorized capital | 220,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 200,000,000 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 3,333,333 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||
Reverse split | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | |||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 6,177,203 | 4,080,017 | 121,216 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 6,177,203 | 4,080,017 | 121,216 | ||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | 4,368,486 | 7,936,740 | |||||||||||||||||||||||||||||||||||||||||||
Value of shares issued upon conversion | $ 1,186,176 | $ 793,674 | |||||||||||||||||||||||||||||||||||||||||||
Stock warrants outstanding | 4,000 | 4,000 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Reverse split | 1:15 reverse stock split | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | 747,658 | 401,446 | 150,000 | 194,472 | 100,000 | 56,700 | 129,241 | 30,305 | 216,199 | 275,026 | 28,901 | 165,985 | 151,373 | 67,647 | 331,472 | 75,000 | 572,285 | 167,998 | 21,753 | 191,094 | 586,000 | 2,342 | 1,095 | 13,437 | 370 | 7,046 | 10,305 | 4,468 | 13,192 | 23,580 | 25,421 | 18,147 | 18,147 | 3,958,801 | 58,781 | ||||||||||
Value of shares issued upon conversion | $ 149,532 | $ 80,289 | $ 30,000 | $ 38,894 | $ 20,000 | $ 11,340 | $ 25,848 | $ 6,061 | $ 43,240 | $ 55,005 | $ 5,780 | $ 33,197 | $ 30,275 | $ 13,529 | $ 66,294 | $ 15,000 | $ 114,457 | $ 33,600 | $ 4,351 | $ 38,219 | $ 117,200 | $ 468 | $ 219 | $ 2,687 | $ 37 | $ 705 | $ 1,031 | $ 446 | $ 1,319 | $ 2,358 | $ 2,542 | $ 1,815 | $ 1,815 | ||||||||||||
Conversion rate price per shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||
Common stock shares issued for services | 5,000 | 5,000 | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services, value | $ 14,200 | $ 12,550 | |||||||||||||||||||||||||||||||||||||||||||
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, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series B [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series C [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series D [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series E [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series F [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series G [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series H [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series I [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series J [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series K [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series L [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||
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 (Details_2
Stockholders' Equity (Details Narrative) (10-K) - USD ($) | Mar. 02, 2021 | Feb. 23, 2021 | Feb. 19, 2021 | Jan. 12, 2021 | Nov. 13, 2020 | Nov. 13, 2020 | Nov. 11, 2020 | Nov. 06, 2020 | Nov. 05, 2020 | Nov. 03, 2020 | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 21, 2020 | Sep. 17, 2020 | Sep. 16, 2020 | Sep. 15, 2020 | Sep. 14, 2020 | Sep. 11, 2020 | Sep. 10, 2020 | Sep. 08, 2020 | Sep. 02, 2020 | Sep. 01, 2020 | Aug. 26, 2020 | Aug. 25, 2020 | Aug. 25, 2020 | Aug. 21, 2020 | Jul. 23, 2020 | Jul. 22, 2020 | Jul. 16, 2020 | Jul. 08, 2020 | Jun. 22, 2020 | Apr. 22, 2020 | Apr. 17, 2020 | Mar. 09, 2020 | Feb. 19, 2020 | Feb. 18, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Jan. 31, 2020 | Jan. 30, 2020 | Aug. 27, 2019 | Aug. 19, 2019 | Jul. 24, 2019 | Jul. 15, 2019 | May 21, 2019 | May 20, 2019 | Apr. 22, 2019 | Apr. 09, 2019 | Jan. 18, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2017 | Mar. 05, 2016 |
Authorized capital | 220,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 200,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 3,333,333 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse split | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 6,177,203 | 4,080,017 | 121,216 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 6,177,203 | 4,080,017 | 121,216 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum conversion outstanding shares of common stock | 4.99% | 4.99% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | 4,368,486 | 7,936,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issuable upon conversion | $ 1,186,176 | $ 793,674 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued during the period | 429,800 | 21,619 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 531,000 | 40,000 | 531,000 | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected volatility rate | 462.15% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected risk free interest rate, Minimum | 0.68% | 68.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected risk free interest rate, Maximum | 0.93% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 830,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 3,492,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | $ 2.41 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option outstanding intrinsic value | $ 7,800,116 | $ 115,180 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock warrants outstanding | 4,000 | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value option granted | $ 830,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2018 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 21,619 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 429,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum number of shares of common stock are available for issuance | 2,250,000 | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected volatility rate | 496.13% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected term | 10 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value assumptions, expected risk free interest rate, Minimum | 0.13% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 652,000 | 2,650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse split | 1:15 reverse stock split | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued upon conversion | 747,658 | 401,446 | 150,000 | 194,472 | 100,000 | 56,700 | 129,241 | 30,305 | 216,199 | 275,026 | 28,901 | 165,985 | 151,373 | 67,647 | 331,472 | 75,000 | 572,285 | 167,998 | 21,753 | 191,094 | 586,000 | 2,342 | 1,095 | 13,437 | 370 | 7,046 | 10,305 | 4,468 | 13,192 | 23,580 | 25,421 | 18,147 | 18,147 | 3,958,801 | 58,781 | ||||||||||||||||||||||
Common stock issuable upon conversion | $ 149,532 | $ 80,289 | $ 30,000 | $ 38,894 | $ 20,000 | $ 11,340 | $ 25,848 | $ 6,061 | $ 43,240 | $ 55,005 | $ 5,780 | $ 33,197 | $ 30,275 | $ 13,529 | $ 66,294 | $ 15,000 | $ 114,457 | $ 33,600 | $ 4,351 | $ 38,219 | $ 117,200 | $ 468 | $ 219 | $ 2,687 | $ 37 | $ 705 | $ 1,031 | $ 446 | $ 1,319 | $ 2,358 | $ 2,542 | $ 1,815 | $ 1,815 | ||||||||||||||||||||||||
Conversion rate price per shares | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||
Number of common stock shares issued during the period | 5,000 | 20,000 | 557 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued during the period, value | $ 11,250 | $ 50,200 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 429,800 | 429,800 | 21,619 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services | 5,000 | 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services, value | $ 14,200 | $ 12,550 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 2,955 | 22,846 | 209 | 2,780 | 7,798 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Stock Options [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 21,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series E [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 2,256 | 342,691 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series A [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series B [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series C [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 4,052 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series D [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 1,563 | 43,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series F [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series G [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series H [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series I [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 33 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series J [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 17 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series K [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 3,868 | 2,569 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series L [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of stock shares issued | 667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Certificate of Designation [Member] | Preferred Stock Series E [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum conversion outstanding shares of common stock | 9.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Certificate of Designation [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum conversion outstanding shares of common stock | 4.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Certificate of Designation [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum conversion outstanding shares of common stock | 9.99% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock shares | 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CEO [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock shares | 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Phipps [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 400,000 | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Phipps [Member] | 2018 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 21,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 110,000 | 18,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | 2018 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 18,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 131,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Phipps, CEO [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option exercised | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expire date | Aug. 20, 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 400,000 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Theresa Carlise, CFO [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expire date | Aug. 20, 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 71,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hector Delgado, Director [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expire date | Aug. 20, 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 21,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven Key Employees [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option expire date | Aug. 20, 2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Thomas Seifert, CFO [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Six Key Employees and Consultants [Member] | 2020 Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock options granted during the period | 850,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock options granted price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 Exercise of Shares (Details) (10-K) - $ / shares | Aug. 25, 2020 | Jan. 18, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Options Exercised | 531,000 | 40,000 | 531,000 | 40,000 | |
Exercise Price | $ 0.20 | $ 2.41 | |||
Shares withheld as Payment | 101,200 | 18,381 | |||
Common Stock Issued | 429,800 | 21,619 | |||
David Phipps [Member] | |||||
Options Exercised | 400,000 | 21,667 | |||
Exercise Price | $ 0.20 | $ 2.55 | |||
Market Price | $ 0.25 | $ 5.25 | |||
Shares withheld as Payment | 80,000 | 10,524 | |||
Common Stock Issued | 320,000 | 11,143 | |||
Other [Member] | |||||
Options Exercised | 131,000 | 18,333 | |||
Exercise Price | $ 0.20 | $ 2.25 | |||
Market Price | $ 0.25 | $ 5.25 | |||
Shares withheld as Payment | 21,200 | 7,857 | |||
Common Stock Issued | 109,800 | 10,476 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Outstanding Stock Options Activities (Details) - $ / shares | Aug. 25, 2020 | Jan. 18, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||||
Number of Options, Outstanding Balance Beginning | 3,000,044 | 39,044 | 79,044 | ||
Number of Options, Granted | 3,492,000 | ||||
Number of Options, Exercised | (531,000) | (40,000) | (531,000) | (40,000) | |
Number of Options, Forfeited | |||||
Number of Options, Cancelled | |||||
Number of Options, Outstanding Balance Ending | 3,000,044 | 3,000,044 | 39,044 | ||
Number of Options Exercisable | 3,000,044 | 3,000,044 | 39,044 | ||
Weighted Average Exercise Price, Outstanding Balance Beginning | $ 0.47 | $ 17.49 | $ 9.90 | ||
Weighted Average Exercise Price, Granted | 0.24 | ||||
Weighted Average Exercise Price, Exercised | 0.20 | 2.41 | |||
Weighted Average Exercise Price, Forfeited | |||||
Weighted Average Exercise Price, Cancelled | |||||
Weighted Average Exercise Price, Outstanding Balance Ending | 0.47 | 0.47 | 17.49 | ||
Weighted Average Exercise Price, Exercisable Balance | $ 0.47 | $ 0.47 | $ 17.49 | ||
Weighted Average Remaining Contractual Life (Years), Beginning Outstanding | 9 years 10 months 28 days | 5 years 1 month 27 days | 5 years 6 months 21 days | ||
Weighted Average Remaining Contractual Life (Years), Granted | 0 years | 9 years 2 months 12 days | 0 years | ||
Weighted Average Remaining Contractual Life (Years), Exercised | 0 years | 9 years 7 months 21 days | 4 years 11 months 15 days | ||
Weighted Average Remaining Contractual Life (Years), Cancelled | 0 years | 0 years | 0 years | ||
Weighted Average Remaining Contractual Life (Years), Ending Outstanding | 9 years 7 months 28 days | 9 years 10 months 28 days | 5 years 1 month 27 days | ||
Weighted Average Remaining Contractual Life (Years), Exercisable | 9 years 7 months 28 days | 9 years 10 months 28 days | 5 years 1 month 27 days |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Outstanding Stock Options Activities (Details) (10-K) - $ / shares | Aug. 25, 2020 | Jan. 18, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | |||||
Number of Options, Outstanding Balance Beginning | 3,000,044 | 39,044 | 79,044 | ||
Number of Options, Granted | 3,492,000 | ||||
Number of Options, Exercised | (531,000) | (40,000) | (531,000) | (40,000) | |
Number of Options, Forfeited | |||||
Number of Options, Cancelled | |||||
Number of Options, Outstanding Balance Ending | 3,000,044 | 3,000,044 | 39,044 | ||
Number of Options Exercisable | 3,000,044 | 3,000,044 | 39,044 | ||
Weighted Average Exercise Price, Outstanding Balance Beginning | $ 0.47 | $ 17.49 | $ 9.90 | ||
Weighted Average Exercise Price, Granted | 0.24 | ||||
Weighted Average Exercise Price, Exercised | 0.20 | 2.41 | |||
Weighted Average Exercise Price, Forfeited | |||||
Weighted Average Exercise Price, Cancelled | |||||
Weighted Average Exercise Price, Outstanding Balance Ending | 0.47 | 0.47 | 17.49 | ||
Weighted Average Exercise Price, Exercisable Balance | $ 0.47 | 0.47 | $ 17.49 | ||
Weighted Average Exercise Price. Weighted average fair value of options granted during the period | $ .24 | ||||
Weighted Average Remaining Contractual Life (Years), Beginning Outstanding | 9 years 10 months 28 days | 5 years 1 month 27 days | 5 years 6 months 21 days | ||
Weighted Average Remaining Contractual Life (Years), Granted | 0 years | 9 years 2 months 12 days | 0 years | ||
Weighted Average Remaining Contractual Life (Years), Exercised | 0 years | 9 years 7 months 21 days | 4 years 11 months 15 days | ||
Weighted Average Remaining Contractual Life (Years), Cancelled | 0 years | 0 years | 0 years | ||
Weighted Average Remaining Contractual Life (Years), Ending Outstanding | 9 years 7 months 28 days | 9 years 10 months 28 days | 5 years 1 month 27 days | ||
Weighted Average Remaining Contractual Life (Years), Exercisable | 9 years 7 months 28 days | 9 years 10 months 28 days | 5 years 1 month 27 days | ||
Weighted Average Remaining Contractual Life (Years), Weighted average fair value of options granted during the period | 9 years 11 months 1 day |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Outstanding Stock Warrants Activities (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders Equity - Schedule Of Outstanding Stock Warrants Activities | |||
Number of warrants, Beginning Balance | 4,000 | 4,000 | 4,000 |
Number of warrants, Granted | |||
Number of warrants, Exercised | |||
Number of warrants, Forfeited | |||
Number of warrants, Cancelled | |||
Number of warrants, Ending Balance | 4,000 | 4,000 | 4,000 |
Weighted Average Exercise Price, Beginning Balance | $ 60 | $ 60 | $ 60 |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Cancelled | |||
Weighted Average Exercise Price, Ending Balance | $ 60 | $ 60 | $ 60 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 4 months 13 days | 1 year 4 months 13 days | 2 years 4 months 13 days |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 4 months 13 days | 4 months 13 days | 1 year 4 months 13 days |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Outstanding Stock Warrants Activities (Details) (10-K) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders Equity - Schedule Of Outstanding Stock Warrants Activities | |||
Number of warrants, Beginning Balance | 4,000 | 4,000 | 4,000 |
Number of warrants, Granted | |||
Number of warrants, Exercised | |||
Number of warrants, Forfeited | |||
Number of warrants, Cancelled | |||
Number of warrants, Ending Balance | 4,000 | 4,000 | 4,000 |
Weighted Average Exercise Price, Beginning Balance | $ 60 | $ 60 | $ 60 |
Weighted Average Exercise Price, Granted | |||
Weighted Average Exercise Price, Exercised | |||
Weighted Average Exercise Price, Forfeited | |||
Weighted Average Exercise Price, Cancelled | |||
Weighted Average Exercise Price, Ending Balance | $ 60 | $ 60 | $ 60 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 4 months 13 days | 1 year 4 months 13 days | 2 years 4 months 13 days |
Weighted Average Remaining Contractual Life (Years), Granted | 0 years | 0 years | |
Weighted Average Remaining Contractual Life (Years), Ending Balance | 4 months 13 days | 4 months 13 days | 1 year 4 months 13 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) | |
Due to related Parties | $ 101,834 | $ 102,060 | $ 51,071 | ||
David Phipps [Member] | |||||
Payment due to related party | 91,334 | 90,809 | |||
Hector Delgado [Member] | |||||
Payment due to related party | 5,000 | 5,000 | |||
Thomas Seifert [Member] | |||||
Payment due to related party | 10,500 | 6,250 | |||
Related Party [Member] | |||||
Due to related Parties | 101,834 | 102,060 | 51,071 | ||
HSBC [Member] | |||||
Overadvance limit | $ 34,163 | $ 34,163 | |||
Average conversion rate | 1.3665 | 1.3665 | |||
Note bears interest rate | 5.50% | 5.50% | |||
Variable interest rate | 6.25% | 6.25% | 6.25% | ||
HSBC [Member] | GBP [Member] | |||||
Overadvance limit | $ 25,000 | £ 25,000 | |||
Three Individuals Related to Mr.Phipps [Member] | |||||
Gross wages paid | $ 19,699 | $ 24,741 | $ 85,722 | $ 66,925 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020GBP (£) | Dec. 31, 2019USD ($) | |
Due to related Parties | $ 101,834 | $ 102,060 | $ 51,071 | ||
David Phipps [Member] | |||||
Payment due to related party | 91,334 | 90,809 | |||
Hector Delgado [Member] | |||||
Payment due to related party | 5,000 | 5,000 | |||
Thomas Seifert [Member] | |||||
Payment due to related party | 10,500 | 6,250 | |||
Related Party [Member] | |||||
Due to related Parties | 101,834 | 102,060 | 51,071 | ||
HSBC [Member] | |||||
Overadvance limit | $ 34,163 | $ 34,163 | |||
Average conversion rate | 1.3665 | 1.3665 | |||
Note bears interest rate | 5.50% | 5.50% | |||
Variable interest rate | 6.25% | 6.25% | 6.25% | ||
HSBC [Member] | GBP [Member] | |||||
Overadvance limit | $ 25,000 | £ 25,000 | |||
Three Individuals Related to Mr.Phipps [Member] | |||||
Gross wages paid | $ 19,699 | $ 24,741 | $ 85,722 | $ 66,925 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Mar. 11, 2021USD ($) | Jul. 24, 2019USD ($)ft² | Jul. 24, 2019GBP (£)ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Lease term | 3 years | ||||||
Current operating lease liabilities | $ 30,385 | $ 30,125 | $ 29,237 | ||||
Long-term operating lease liabilities | 14,725 | 22,574 | 51,620 | ||||
Right of use assets | 48,043 | 55,606 | 83,679 | ||||
ASC 840 [Member] | |||||||
Net rent expense | $ 6,384 | $ 8,075 | $ 32,607 | $ 31,563 | |||
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] | Maximum [Member] | |||||||
Annual cash bonus percentage | 150.00% | ||||||
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 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) | Mar. 11, 2021USD ($) | Mar. 11, 2021GBP (£) | Oct. 19, 2020USD ($) | Oct. 14, 2020USD ($) | Jul. 16, 2020shares | Aug. 29, 2019 | Jul. 24, 2019USD ($)ft² | Jul. 24, 2019GBP (£)ft² | May 21, 2019USD ($) | Jun. 14, 2018USD ($) | Jun. 14, 2018GBP (£) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) |
Proceeds of convertible notes payable | $ 350,000 | $ 1,177,000 | $ 757,000 | ||||||||||||||
Lease term | 3 years | ||||||||||||||||
Weighted average incremental borrowing rate | 6.00% | ||||||||||||||||
Current operating lease liabilities | 30,385 | $ 30,125 | 29,237 | ||||||||||||||
Long-term operating lease liabilities | 14,725 | 22,574 | 51,620 | ||||||||||||||
Right of use assets | 48,043 | 55,606 | 83,679 | ||||||||||||||
ASC 840 [Member] | |||||||||||||||||
Net rent expense | $ 6,384 | $ 8,075 | 32,607 | $ 31,563 | |||||||||||||
Yearly Average Rate [Member] | |||||||||||||||||
Foreign currency translation rate | 1.276933 | ||||||||||||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||||||||
Employment agreement term | 1 year | 1 year | |||||||||||||||
Annual base compensation | $ 180,000 | ||||||||||||||||
Employment Agreements [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | Global Telesat Communications Limited [Member] | |||||||||||||||||
Annual base compensation | 70,000 | ||||||||||||||||
Employment Agreements [Member] | Chief Financial Officer [Member] | Subsequent Event [Member] | |||||||||||||||||
Annual base compensation | $ 150,000 | ||||||||||||||||
Employment Agreements [Member] | Mr. Phipps [Member] | |||||||||||||||||
Employment agreement term | 1 year | 1 year | |||||||||||||||
Employment Agreements [Member] | Mr. Phipps [Member] | Maximum [Member] | |||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% | |||||||||||||||
Employment Agreements [Member] | Mr. Phipps [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% | |||||||||||||||
Employment Agreements [Member] | Mr. Seifert [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% | |||||||||||||||
Employment Agreements [Member] | GBP [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||||||||
Annual base compensation | £ | £ 50,000 | ||||||||||||||||
Employment Agreements [Member] | Mr. Phipps [Member] | |||||||||||||||||
Employment agreement term description | The Company entered into a two (2) year Employment Agreement (the "Phipps Agreement") with Mr. Phipps, with an automatic one (1) year extension. | The Company entered into a two (2) year Employment Agreement (the "Phipps Agreement") with Mr. Phipps, with an automatic one (1) year extension. | |||||||||||||||
Annual salary | $ 170,000 | $ 62,219 | |||||||||||||||
Employment agreement term | 1 year | 1 year | |||||||||||||||
Average conversion rate | 1.296229 | 1.296229 | |||||||||||||||
Employment Agreements [Member] | Mr. Phipps [Member] | GBP [Member] | |||||||||||||||||
Annual salary | £ | £ 48,000 | £ 48,000 | |||||||||||||||
Employment Agreements [Member] | Theresa Carlise [Member] | |||||||||||||||||
Employment agreement term description | The Carlise Agreement is for a period of two (2) years, with an automatic one (1) year extension. | The Carlise Agreement is for a period of two (2) years, with an automatic one (1) year extension. | |||||||||||||||
Annual salary | $ 150,000 | ||||||||||||||||
Employment Agreements [Member] | Theresa Carlise [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Cash compensation payable per week | $ 2,000 | ||||||||||||||||
Employment Agreements [Member] | Thomas Seifert [Member] | Chief Financial Officer [Member] | |||||||||||||||||
Cash compensation payable per month | $ 7,500 | ||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Issuance of restricted common stock | shares | 20,000 | ||||||||||||||||
Issuance of additional restricted common stock | shares | 5,000 | ||||||||||||||||
Consulting agreements extended period, description | One of the consulting agreements was extended for another three months to expire on February 13, 2020 and the other was extended on September 1, 2019 for another two months to expire on January 13, 2020. | ||||||||||||||||
Consulting Agreement 1 [Member] | |||||||||||||||||
Proceeds of convertible notes payable | $ 44,000 | ||||||||||||||||
Consulting Agreement 2 [Member] | |||||||||||||||||
Proceeds of convertible notes payable | $ 12,500 | ||||||||||||||||
Note maturity term | 3 years | ||||||||||||||||
Note bears interest rate | 6.00% | ||||||||||||||||
Two Consulting Agreement [Member] | Maximum [Member] | |||||||||||||||||
Debt instrument retainer payment | $ 30,000 | ||||||||||||||||
Debt instrument monthly payment | 10,000 | ||||||||||||||||
Two Consulting Agreement [Member] | Minimum [Member] | |||||||||||||||||
Debt instrument retainer payment | $ 10,000 | ||||||||||||||||
Debt instrument monthly payment | $ 5,000 | ||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||
Area of square feet | ft² | 2,660 | 2,660 | |||||||||||||||
Lease term | 3 years | 3 years | |||||||||||||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 34,854 | |
2022 | 20,332 | |
Total undiscounted future non-cancelable minimum lease payments | 55,186 | |
Less: Imputed interest | (2,487) | |
Present value of lease liabilities | $ 52,699 | $ 80,857 |
Weighted average remaining term | 1 year 9 months 18 days |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales Revenue, Net [Member] | ||||
Concentration risk percentage | 53.60% | 56.60% | 73.30% | 56.90% |
Customer [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% |
Concentrations (Details Narra_2
Concentrations (Details Narrative) (10-K) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sales Revenue, Net [Member] | ||||
Concentration risk percentage | 53.60% | 56.60% | 73.30% | 56.90% |
Customer [Member] | ||||
Concentration risk percentage | 10.00% | 10.00% |
Concentrations - Schedule of Co
Concentrations - Schedule of Concentration Risk (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Globalstar Europe [Member] | ||||
Purchases | $ 140,829 | $ 136,661 | $ 540,463 | $ 568,006 |
Concentration risk percentage | 10.10% | 12.00% | 10.30% | 12.00% |
Garmin [Member] | ||||
Purchases | $ 236,243 | $ 131,266 | $ 813,875 | $ 647,360 |
Concentration risk percentage | 16.90% | 11.40% | 15.60% | 13.60% |
Network Innovations [Member] | ||||
Purchases | $ 129,931 | $ 334,292 | $ 912,056 | $ 1,431,075 |
Concentration risk percentage | 9.30% | 28.90% | 17.50% | 30.10% |
Cygnus Telecom [Member] | ||||
Purchases | $ 132,519 | $ 136,761 | $ 623,736 | $ 525,231 |
Concentration risk percentage | 9.50% | 11.80% | 11.90% | 11.10% |
Satcom Global [Member] | ||||
Purchases | $ 239,805 | $ 61,674 | ||
Concentration risk percentage | 17.20% | 5.30% |
Concentrations - Schedule of _2
Concentrations - Schedule of Concentration Risk (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Network Innovations [Member] | ||||
Purchases | $ 129,931 | $ 334,292 | $ 912,056 | $ 1,431,075 |
Concentration risk percentage | 9.30% | 28.90% | 17.50% | 30.10% |
Garmin [Member] | ||||
Purchases | $ 236,243 | $ 131,266 | $ 813,875 | $ 647,360 |
Concentration risk percentage | 16.90% | 11.40% | 15.60% | 13.60% |
Globalstar Europe [Member] | ||||
Purchases | $ 140,829 | $ 136,661 | $ 540,463 | $ 568,006 |
Concentration risk percentage | 10.10% | 12.00% | 10.30% | 12.00% |
Cygnus Telecom [Member] | ||||
Purchases | $ 132,519 | $ 136,761 | $ 623,736 | $ 525,231 |
Concentration risk percentage | 9.50% | 11.80% | 11.90% | 11.10% |
Concentrations - Schedule of _3
Concentrations - Schedule of Concentration Risk (Details) (10-K) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Supplier [Member] | ||
Concentration risk | 10.00% | 10.00% |
Concentrations - Schedule of Re
Concentrations - Schedule of Revenue from Each Geographic Location (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,461,428 | $ 1,468,103 | $ 5,689,796 | $ 5,869,558 |
Europe [Member] | ||||
Revenue | $ 1,012,258 | $ 999,191 | $ 3,658,612 | $ 4,152,218 |
Concentration risk percentage | 69.30% | 68.10% | 64.30% | 70.70% |
North America [Member] | ||||
Revenue | $ 308,072 | $ 355,781 | $ 1,532,273 | $ 1,162,869 |
Concentration risk percentage | 21.10% | 25.00% | 26.90% | 19.80% |
South America [Member] | ||||
Revenue | $ 7,718 | $ 11,127 | $ 34,915 | $ 42,212 |
Concentration risk percentage | 0.50% | 0.80% | 0.60% | 0.70% |
Asia & Pacific [Member] | ||||
Revenue | $ 105,932 | $ 93,504 | $ 363,838 | $ 414,725 |
Concentration risk percentage | 7.30% | 6.60% | 6.40% | 7.10% |
Africa [Member] | ||||
Revenue | $ 27,448 | $ 8,500 | $ 43,948 | $ 46,783 |
Concentration risk percentage | 1.90% | 0.60% | 0.80% | 0.80% |
Concentrations - Schedule of _4
Concentrations - Schedule of Revenue from Each Geographic Location (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 1,461,428 | $ 1,468,103 | $ 5,689,796 | $ 5,869,558 |
Europe [Member] | ||||
Revenue | $ 1,012,258 | $ 999,191 | $ 3,658,612 | $ 4,152,218 |
Concentration risk percentage | 69.30% | 68.10% | 64.30% | 70.70% |
North America [Member] | ||||
Revenue | $ 308,072 | $ 355,781 | $ 1,532,273 | $ 1,162,869 |
Concentration risk percentage | 21.10% | 25.00% | 26.90% | 19.80% |
South America [Member] | ||||
Revenue | $ 7,718 | $ 11,127 | $ 34,915 | $ 42,212 |
Concentration risk percentage | 0.50% | 0.80% | 0.60% | 0.70% |
Asia & Pacific [Member] | ||||
Revenue | $ 105,932 | $ 93,504 | $ 363,838 | $ 414,725 |
Concentration risk percentage | 7.30% | 6.60% | 6.40% | 7.10% |
Africa [Member] | ||||
Revenue | $ 27,448 | $ 8,500 | $ 43,948 | $ 46,783 |
Concentration risk percentage | 1.90% | 0.60% | 0.80% | 0.80% |
Australia & Oceania [Member] | ||||
Revenue | $ 56,210 | $ 50,751 | ||
Concentration risk percentage | 1.00% | 0.90% |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Conversion Feature Derivative Liability (Details) (10-K) - Conversion Feature Derivative Liability [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2019 | Dec. 31, 2019 | |
Balance at Beginning of Period | $ 101,925 | |
Derivative liability | 65,000 | (65,000) |
Change in fair value included in earnings | 36,925 | (36,925) |
Derivative liability reversed | (134,677) | |
Balance at End of Period | $ 101,925 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Assumptions for Fair Value of Convertible Instruments Granted Under Black-scholes Option Pricing Model (Details) (10-K) | 12 Months Ended |
Dec. 31, 2019 | |
Expected Volatility [Member] | |
Fair value assumptions, measurement input, percentages | 328 |
Expected Term - Years [Member] | |
Fair value assumptions, measurement input, term | 9 months 14 days |
Risk-Free Interest Rate [Member] | |
Fair value assumptions, measurement input, percentages | 2.57 |
Expected Dividend Yield [Member] | |
Fair value assumptions, measurement input, percentages | 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | Dec. 20, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Net operating loss carryforward | $ 6,800,000 | ||
Net operating loss expiration description | Expiring through the year 2036, generally | ||
Effective income tax rate | 25.00% | 25.00% | |
Estimated tax liability | $ 3,563 | $ 747 | |
Increase in net operating loss carryforward | 6,789,695 | $ 4,951,682 | |
Federal [Member] | |||
Net operating loss carryforward | $ 6,800,000 | ||
Effective income tax rate reconciliation | (1.29%) | (1.61%) | |
Effective income tax rate | (0.13%) | 0.05% | |
Statel [Member] | |||
Net operating loss carryforward | $ 6,800,000 | ||
Tax Cuts and Jobs Act [Member] | |||
Effective income tax rate reconciliation, change in enacted tax rate, amount | $ 10,000,000 | ||
Effective income tax rate reconciliation | 35.00% | ||
Effective income tax rate reconciliation, change in enacted flat rate, percent | 21.00% |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Earnings Before Income Taxes (Details) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (loss) before income taxes | $ (803,142) | $ (284,860) | $ (2,763,375) | $ (1,379,756) |
Domestic [Member] | ||||
Income (loss) before income taxes | (2,826,902) | (1,436,516) | ||
Foreign [Member] | ||||
Income (loss) before income taxes | $ 63,527 | $ 56,760 |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Income Tax Provision (Benefit) (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Foreign | 3,563 | 747 |
Total current | 3,563 | 747 |
Federal | ||
State | ||
Foreign | ||
Total deferred | ||
Total income tax provision (benefit) | $ 747 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Tax Rate and Statutory Federal Rate (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net income tax expense/(benefit) | $ 747 | |
Effective tax rate | 25.00% | 25.00% |
Federal [Member] | ||
Federal income tax provision (benefit) at statutory rate | $ (580,309) | $ (289,749) |
State tax expense net of federal tax benefit | 35,833 | 22,210 |
Non-Deductible Expenses | 56,545 | |
Foreign taxes at rate different than US Taxes | 236 | 618 |
Other True-ups | 1,267,030 | |
Change in valuation allowance | (775,772) | 267,668 |
Net income tax expense/(benefit) | $ 3,563 | $ (747) |
Federal income tax provision (benefit) at statutory rate | 21.00% | 21.00% |
State tax expense net of federal tax benefit | (1.29%) | (1.61%) |
Non-Deductible Expenses | (2.05%) | |
Foreign taxes at rate different than US Taxes | (0.01%) | (0.05%) |
Other True-ups | (45.85%) | |
Change in valuation allowance | 28.07% | (19.29%) |
Effective tax rate | (0.13%) | 0.05% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,720,848 | $ 1,255,005 |
Property plant and equipment and intangibles asset | 123,968 | |
Stock based compensation | 185,961 | |
Total deferred tax assets | 2,030,777 | 1,255,005 |
Book basis of property and equipment in excess of tax basis | ||
Total deferred tax liabilities | ||
Net deferred tax asset before valuation allowance | 2,030,777 | 1,255,005 |
Less: valuation allowance | (2,030,777) | (1,255,005) |
Net deferred tax asset |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) (10-K) | Mar. 11, 2021USD ($) | Mar. 11, 2021GBP (£) | Mar. 05, 2021USD ($) | Mar. 01, 2021USD ($)shares | Feb. 22, 2021USD ($)shares | Feb. 19, 2021shares | Jan. 04, 2021USD ($)shares | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Jun. 15, 2020USD ($) | Dec. 31, 2019shares |
Aggregate shares of common stock upon the conversion of convertible debt, value | $ 458,091 | $ 11,326 | $ 687,734 | |||||||||||||
Reverse split action description | reverse split in 1-for-15 | 1-for-15 reverse split | reversed split for a ratio of 1 for 150 | effecting a 1:150 reverse split | ||||||||||||
Common stock shares issued | shares | 6,177,203 | 4,080,017 | 121,216 | |||||||||||||
Debt principal amount | $ 269,262 | |||||||||||||||
Convertible Promissory Note [Member] | Note Purchase Agreement [Member] | ||||||||||||||||
Debt principal amount | $ 350,000 | |||||||||||||||
Note bears interest rate | 7.00% | |||||||||||||||
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. | |||||||||||||||
Board of Directors [Member] | ||||||||||||||||
Reverse split action description | 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% | |||||||||||||||
Mr. Phipps [Member] | Employment Agreements [Member] | Maximum [Member] | ||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Aggregate shares of common stock upon the conversion of convertible debt | shares | 150,000 | |||||||||||||||
Aggregate shares of common stock upon the conversion of convertible debt, value | $ 30,000 | |||||||||||||||
Reverse split action description | 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. | |||||||||||||||
Common stock shares issued for services | shares | 5,000 | |||||||||||||||
Value of common stock shares issued for services | $ 19,950 | |||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||||||||
Aggregate shares of common stock upon the conversion of convertible debt | shares | 940,740 | 1,001,446 | ||||||||||||||
Aggregate shares of common stock upon the conversion of convertible debt, value | $ 188,148 | $ 200,289 | ||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Note Purchase Agreement [Member] | ||||||||||||||||
Debt principal amount | $ 350,000 | |||||||||||||||
Note bears interest rate | 7.00% | |||||||||||||||
Debt instrument description | The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his 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 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 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. | |||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Note Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Aggregate shares of common stock upon the conversion of convertible debt, value | $ 10,000,000 | |||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | ||||||||||||||||
Common stock shares issued | shares | 2,686,337 | |||||||||||||||
Common stock shares issued outstanding percentage | 63.50% | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Employment Agreements [Member] | ||||||||||||||||
Annual base compensation | $ 180,000 | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Employment Agreements [Member] | Global Telesat Communications Limited [Member] | ||||||||||||||||
Annual base compensation | $ 70,000 | |||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Employment Agreements [Member] | GBP [Member] | ||||||||||||||||
Annual base compensation | £ | £ 50,000 | |||||||||||||||
Subsequent Event [Member] | Mr. Phipps [Member] | Employment Agreements [Member] | Maximum [Member] | ||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% | ||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Employment Agreements [Member] | ||||||||||||||||
Annual base compensation | $ 150,000 | |||||||||||||||
Subsequent Event [Member] | Mr. Seifert [Member] | Employment Agreements [Member] | Maximum [Member] | ||||||||||||||||
Annual cash bonus percentage | 150.00% | 150.00% |