Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 10, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-52140 | ||
Entity Registrant Name | TURNONGREEN, INC. | ||
Entity Central Index Key | 0001349706 | ||
Entity Tax Identification Number | 20-5648820 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1421 McCarthy Blvd | ||
Entity Address, City or Town | Milpitas | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95035 | ||
City Area Code | (510) | ||
Local Phone Number | 657-2635 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,228,362 | ||
Entity Common Stock, Shares Outstanding | 183,943,622 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 21,000 | $ 95,000 |
Accounts receivable | 966,000 | 1,022,000 |
Inventories | 1,339,000 | 2,595,000 |
Prepaid expenses | 630,000 | 684,000 |
TOTAL CURRENT ASSETS | 2,956,000 | 4,396,000 |
Property and equipment, net | 358,000 | 326,000 |
Right-of-use assets | 1,133,000 | 1,661,000 |
Other noncurrent assets | 270,000 | 270,000 |
TOTAL ASSETS | 4,717,000 | 6,653,000 |
CURRENT LIABILITIES | ||
Accounts payable, accrued expenses and other current liabilities | 1,583,000 | 1,798,000 |
Dividends payable | 2,667,000 | 639,000 |
Accrued legal contingencies | 1,066,000 | 681,000 |
Operating lease liability, current | 619,000 | 561,000 |
Related party notes and advances payable | 2,472,000 | 52,000 |
TOTAL CURRENT LIABILITIES | 8,407,000 | 3,731,000 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 631,000 | 1,251,000 |
Other long term liabilities | 105,000 | 59,000 |
TOTAL LIABILITIES | 9,143,000 | 5,041,000 |
REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of December 31, 2023, December 31, 2022, respectively | 25,000,000 | 25,000,000 |
SHAREHOLDER’S DEFICIT: | ||
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of December 31, 2023, and 750,000,000 as of December 31, 2022: 183,941,422 shares issued and outstanding on December 31, 2023, and 172,694,837 as of December 31, 2022, respectively | 184,000 | 173,000 |
Additional paid-in capital | 13,504,000 | 12,691,000 |
Accumulated deficit | (43,114,000) | (36,252,000) |
TOTAL SHAREHOLDERS’ DEFICIT | (29,426,000) | (23,388,000) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT | $ 4,717,000 | $ 6,653,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, shares outstanding | 25,000 | 25,000 |
Preferred stock, redemption | $ 1,000 | $ 1,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 750,000,000 |
Common stock, shares issued | 183,941,422 | 172,694,837 |
Common stock, shares outstanding | 183,941,422 | 172,694,837 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 4,201,000 | $ 5,522,000 |
Cost of revenue | 3,306,000 | 3,504,000 |
Gross profit | 895,000 | 2,018,000 |
Operating expenses: | ||
General and administration | 3,705,000 | 4,014,000 |
Selling and marketing | 1,446,000 | 1,522,000 |
Research and development | 418,000 | 697,000 |
Total operating expenses | 5,569,000 | 6,233,000 |
Operating loss | (4,674,000) | (4,215,000) |
Other expense: | ||
Interest expense, related party | 160,000 | 3,000 |
Interest expense | 2,000 | |
Total other expense | 160,000 | 5,000 |
Net loss | (4,834,000) | (4,220,000) |
Preferred Dividends | (2,028,000) | (639,000) |
Net loss available to common shareholders | $ (6,862,000) | $ (4,859,000) |
Net loss per common share basic | $ (0.04) | $ (0.09) |
Net loss per common share diluted | $ (0.04) | $ (0.09) |
Weighted average common shares, basic | 177,562,045 | 54,273,016 |
Weighted average common shares, diluted | 177,562,045 | 54,273,016 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 9,383,000 | $ (31,393,000) | $ (22,010,000) | |
Beginning balance, shares at Dec. 31, 2021 | ||||
Contribution from Parent | 3,209,000 | 3,209,000 | ||
Common stock assumed on acquisition of net assets | $ 162,000 | 162,000 | ||
Common stock assumed upon acquisition of net assets, shares | 161,704,695 | |||
Common stock issued upon conversion of promissory notes | $ 11,000 | 99,000 | 110,000 | |
Common stock issued upon conversion of promissory notes , shares | 10,990,142 | |||
Preferred dividends | (639,000) | (639,000) | ||
Net loss | (4,220,000) | (4,220,000) | ||
Ending balance, value at Dec. 31, 2022 | $ 173,000 | 12,691,000 | (36,252,000) | (23,388,000) |
Ending balance, shares at Dec. 31, 2022 | 172,694,837 | |||
Contribution from Parent | 730,000 | 730,000 | ||
Fair value of warrants at issuance | 39,000 | 39,000 | ||
Common stock issued upon conversion of convertible notes | $ 11,000 | 44,000 | 55,000 | |
Common stock issued upon conversion of convertible notes, shares | 11,241,370 | |||
Common stock issued upon exercise of warrants | ||||
Common stock issued upon exercise of warrants, shares | 5,215 | |||
Preferred dividends | (2,028,000) | (2,028,000) | ||
Net loss | (4,834,000) | (4,834,000) | ||
Ending balance, value at Dec. 31, 2023 | $ 184,000 | $ 13,504,000 | $ (43,114,000) | $ (29,426,000) |
Ending balance, shares at Dec. 31, 2023 | 183,941,422 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (6,862,000) | $ (4,859,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 93,000 | 51,000 |
Amortization of right-of-use assets | 528,000 | 488,000 |
Amortization of debt discount | 89,000 | |
Inventory adjustment | 853,000 | |
Allocation of parent company overhead | 153,000 | 670,000 |
Changes in operating assets and liabilities | ||
Accounts receivable | 56,000 | (395,000) |
Prepaid expenses and other assets | (29,000) | 1,136,000 |
Inventory | 403,000 | (1,349,000) |
Accounts payable | (89,000) | 508,000 |
Accrued expenses and other current liabilities | (48,000) | 1,382,000 |
Dividends payable | 2,028,000 | |
Operating lease liabilities | (516,000) | (301,000) |
Net cash used in operating activities | (3,341,000) | (2,669,000) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (42,000) | (263,000) |
Cash used in investing activities | (42,000) | (263,000) |
Cash flows from financing activities: | ||
Proceeds from related party advances, net of payments | 2,482,000 | 52,000 |
Proceeds from contribution from parent | 577,000 | 2,863,000 |
Proceeds from note payable, fees | 250,000 | |
Net cash provided by financing activities | 3,309,000 | 2,915,000 |
Net decrease in cash and cash equivalents | (74,000) | (17,000) |
Cash at beginning of period | 95,000 | 112,000 |
Cash at end of period | 21,000 | 95,000 |
Non-cash investing and financing activities | ||
Recognition of new operating lease right-of-use assets and lease liabilities | 1,905,000 | |
Acquisition of net assets | 214,000 | |
Conversion of principal and interest on convertible note | $ 55,000 | $ 110,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (4,834,000) | $ (4,220,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a Nevada Corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies (“TOGT,” or collectively, the “Company”), is an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company. The Company designs, develops, manufactures and sells highly engineered, feature-rich, high-grade power conversion systems and power system solutions for mission-critical applications and processes electronic products as well as EV charging solutions to diverse industries, markets and sectors including e-Mobility, medical, military, telecommunications, and industrial. TOG was incorporated in Nevada on April 5, 2005 Recapitalization and Reorganization On March 20, 2022, Ault and TOG entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly owned subsidiary of the Parent. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022, the Parent delivered to TOG all of the outstanding shares of common stock of TOGI held by the Parent in consideration for the issuance by TOG to the Parent (the “Acquisition”) of an aggregate of 25,000 $1,000 $25 $0.001 Immediately following the Acquisition, TOGI became a wholly owned subsidiary of TOG, and subsequent thereto, TOGI was merged with and into TOG, pursuant to which TOGI ceased to exist. The acquisition was treated as an asset acquisition and the equity of the Company was retroactively restated for the conversion of 1,000 25,000 Pursuant to Accounting Standards Codification (“ASC”) 250-10 and ASC 805-50, the Acquisition was recognized prospectively for all periods. While TOG was deemed to be the legal acquirer of TOGI, TOGI was considered the acquiror and predecessor for accounting and financial reporting purposes and, therefore, was deemed to be the receiving entity and is presented on a stand-alone basis for all periods. The accompanying financial statements have been prospectively updated as a result of the asset acquisition under common control, which was completed on September 6, 2022. As a result of the Acquisition, prior period shares and per share amounts appearing in the accompanying consolidated financial statements have not been adjusted until the date of the Acquisition as a part of the net assets acquired. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries, and all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include net realizable inventory value and useful lives of asset. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from four different types of contracts: · Product sales and installation - The Company generates revenues from the sale of its products through a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services are distinct and accounted for as separate performance obligations. For sales, the Company’s performance obligations to deliver products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over the goods. The installation service on these types of contracts is usually completed within six to twelve weeks. · The Company recognizes installation service revenue over time using the cost-to-cost measure of progress, which measures an installation obligation’s progress toward completion based on the ratio of actual contract costs incurred to date to the Company’s estimated costs at completion. Significant judgment may be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company’s project managers, subcontractors and financial professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs. The Company also provides standard assurance warranties on product functionality, which are not separately priced or considered material. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow-moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. · Network fees - Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is deferred and recognized on a straight-line basis over the contract term for annual contracts. Network agreements can also be billed per charging session in accordance with a contractual relationship between the Company and the owner of the station and, as a result, revenue is recognized when a particular charging session is complete. · Charging service revenue - company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Sales Tax Collected from Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in revenue as the related revenue recognition criteria are met. Asset Retirement Obligations The Company has determined that it is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized in our consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result, the Company’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values. Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. Cash and Cash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2023, and December 31, 2022, the Company had cash of $21,000 $95,000 Accounts Receivable and Allowance for Credit Losses The Company’s receivables are recorded when invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Leases The Company accounts for its leases under ASC 842, Leases Inventory Inventories, inclusive of raw materials and finished goods, are valued at the lower cost or net realizable value after using the first-in, first-out method. Management compares the cost of inventory with the net realizable value and adjustments are made for writing down inventory to net realizable value, if lower. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results of operations for the respective period. Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three-year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. Litigation The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . no Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment at least annually or when changes in circumstances indicate a possibility of impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting Receivables and Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. Preferred Shares The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. New Accounting Guidance – Recently Adopted The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses Financial Instruments - Credit Losses (Topic 326) Recent Accounting Pronouncements not yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided sufficient cash flows. The Company believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing, and could adversely affect the trading price of the Company’s common stock. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that the Company’s audited consolidated Financial Statements are issued. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
REVENUE DISAGGREGATION
REVENUE DISAGGREGATION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE DISAGGREGATION | 4. REVENUE DISAGGREGATION The Company’s disaggregated revenues consisted of the following: Schedule of disaggregated revenues For the Year Ended December 31, 2023 2022 Primary Geographical Markets North America $ 3,771,000 $ 4,514,000 Europe 29,000 115,000 Other 401,000 893,000 Total Revenue $ 4,201,000 $ 5,522,000 Major Goods Power supply units $ 3,854,000 $ 5,214,000 EV chargers 347,000 308,000 Total Revenue $ 4,201,000 $ 5,522,000 Timing of Revenue Recognition Revenue recognized over time $ 16,000 $ 22,000 Goods transferred at a point in time 4,185,000 5,500,000 Total Revenue $ 4,201,000 $ 5,522,000 The Company’s related party sales consisted of the following: Schedule of related party sales For the Year Ended December 31, 2023 2022 Related Party Subsidiaries of Ault $ 14,000 $ 26,000 Entities Ault holds an investment interest in - 1,000 Total Revenue $ 14,000 $ 27,000 The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived: Schedule of concentration For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 769,000 18 % $ 935,000 17 % Customer B $ 476,000 11 % $ |
TRADE RECEIVABLES
TRADE RECEIVABLES | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
TRADE RECEIVABLES | 5. TRADE RECEIVABLES As of December 31, 2023, and 2022, the Company had related party receivables of $0 $25,000 As of December 31, 2023, receivables from three customers made up 64% of the Company’s receivables. As of December 31, 2022, five customers made up 64% of the outstanding receivables with two customers being the same customers as referred to with respect to the December 31, 2023, concentration. Schedule percentage of total trade receivables For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Trade Receivables Percentage of Total Receivables Percentage of by Major Total Trade by Major Total Trade Customer Receivables Customer Receivables Customer A $ 342,000 35 % $ 199,000 19 % Customer B $ - - % $ 111,000 11 % Customer C $ 179,000 18 % $ - - Customer D $ - - % $ 169,000 17 % |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT As of December 31, 2023, and 2022, property and equipment consisted of the following: Schedule of property and equipment December 31, 2023 December 31, 2022 Machinery and equipment $ 649,000 $ 667,000 Leasehold improvements, furniture and equipment 217,000 207,000 EV chargers 141,000 115,000 1,007,000 989,000 Less: accumulated depreciation and amortization (649,000 ) (663,000 ) Property and equipment, net $ 358,000 $ 326,000 Depreciation and amortization expense related to property and equipment was $ 63,000 51,000 Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 7. INVENTORIES As of December 31, 2023, and 2022, inventories consisted of: Schedule of inventories December 31, 2023 December 31, 2022 Finished products $ 878,000 $ 1,807,000 Raw materials, parts and supplies 461,000 788,000 Total inventories $ 1,339,000 $ 2,595,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
LEASES | 8. LEASES Office and Warehouse Leases During the year ended December 31, 2023, the Company was a lessee as well as a sublessor for a certain office space lease. No residual value guarantees have been provided by the sublessee and the Company recognized $84,000 of income related to the sublease. Fixed sublease payments received are recognized on a straight-line basis over the sublease term and netted against operating lease expenses. The Company leases offices and warehouse space under operating leases requiring periodic payments. The following table provides a summary of leases by balance sheet category as of December 31, 2023, and 2022: Summary of leases by balance sheet category December 31, 2023 December 31, 2022 Operating right-of-use assets $ 1,133,000 $ 1,661,000 Operating lease liability – current 619,000 561,000 Operating lease liability – non-current 631,000 1,251,000 The components of lease expenses recorded within operating expenses on the Company's condensed consolidated statements of operations for the years ended December 31, 2023, and 2022, were as follows: Schedule of lease cost December 31, 2023 2022 Operating lease costs $ 623,000 $ 648,000 Less: Sublease income (84,000 ) - Total $ 539,000 $ 648,000 The following tables provides a summary of other information related to leases for the year ended December 31, 2023: Summary of other information related to leases December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: - Operating cash flows related to operating leases $ 682,000 Right-of-use assets obtained in exchange for new operating lease liabilities - Weighted-average remaining lease term – operating leases 2.0 Weighted-average discount rate – operating leases 8 % Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2023, were as follows: Schedule of non cancellable operating leases 2024 $ 693,000 2025 609,000 2026 51,000 Total lease payments 1,353,000 Less interest (103,000 ) Present value of lease liabilities $ 1,250,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS The Company is a subsidiary of Ault Alliance, Inc. (“Ault” or “AAI”), and as a result AAI is deemed a related party. Allocation of General Corporate Expenses Ault provides human resources, accounting and other services to the Company, which are included as allocations of these expenses. The allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied. Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $ 642,000 670,000 154,000 670,000 488,000 Ault has made capital contributions to the Company of $ 576,000 2,539,000 730,000 3,209,000 Related Party Sales and Receivables The Company recognized $ 14,000 27,000 0 25,000 Related Party Notes and Advances Payable Related party notes and advances payable were used for working capital purposes and on December 31, 2023, and 2022, were comprised of the following: Schedule of related party notes payable Interest Due date December 31, December 31, Ault advance payable 10% - $ 2,407,000 $ - Chief Executive Officer 14% Default 51,000 25,000 Non-officer June and September 2023 advance payable - - 14,000 13,000 Officer December 2022 advance payable - - 14,000 Total related party notes and advances payable $ 2,472,000 $ 52,000 During June 2023, AAI and the Company’s management determined that all allocations and capital funding provided to us by AAI beginning April 1, 2023, would be repaid, and treated as a related party note payable. On August 15, 2023, the Company entered into a loan and security agreement (the “security agreement”) with AAI in relation to the June 30, 2023, outstanding Ault advance payable of $701,000. The related party note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable. The Company recorded related party interest expense of $ 160,000 0 Accounts Payable – Related Party The Company is a majority owned subsidiary of Ault. During the year ended December 31, 2022, Ault made vendor payments on behalf of TOG amounting to $28,000. This intercompany balance due to Ault is reflected in accounts payable as of December 31, 2022. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
STOCK BASED COMPENSATION | 10. STOCK BASED COMPENSATION The Company has a 2023 Stock Incentive Plan pursuant to which 100,000,000 As of December 31, 2023, no shares had been issued under the plan. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
CONVERTIBLE NOTES PAYABLE | 11. CONVERTIBLE NOTES PAYABLE Convertible notes payable as of December 31, 2023, and 2022, were comprised of the following: Schedule of convertible notes payable Conversion Interest Due date December December Opportunity fund convertible notes payable $ 0.005 10% January 14, 2024 $ - $ 45,000 Total convertible notes payable $ - $ 45,000 The Company had convertible promissory notes payable to Opportunity Fund, LLC in the principal amount of $ 45,000 75,000 On July 12, 2023, the Company’s convertible promissory note payable to Opportunity Fund, LLC in the amount of $ 44,000 11,000 11,241,370 0.005 As of December 31, 2022, the convertible notes payable had accrued interest of $ 9,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | 12. NOTES PAYABLE The Company borrowed $ 250,000 300,000 1,000,000 0.001 As of December 31, 2023, the promissory note was terminated and the principal balance as well as the accrued default fees of $ 52,000 The Warrants entitle the holder to purchase shares of common stock for a period of five years from the date of issuance at an exercise price of $0.044 per share, subject to adjustment and vested immediately. The exercise price of each Warrant is subject to adjustment for customary stock splits, stock dividends, combinations, or similar events. The proceeds from the sale of the promissory note and warrants were allocated based on their relative stand-alone fair values The fair value of the Warrants was determined on a stand-alone basis as $ 53,000 39,000 Schedule of assumptions Term 5 Exercise Price $ 0.044 Volatility 271 % Risk-free interest rate 3 % Expected dividend yield - |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The Company filed its tax returns as part of its shareholder’s consolidated federal and state income tax filings. The Company deconsolidated during 2023 and will start filing its own consolidated federal and state income tax returns. The estimated deferred tax assets and tax liabilities is based on if the Company had filed on a stand-alone basis and not as part of a consolidated return. The following is a geographical breakdown of loss before the provision for income tax, for the years ended December 31, 2023, and 2022. Schedule of loss before provision for income tax 2023 2022 Pre-tax loss U.S. Federal $ (4,834,000 ) $ (4,220,000 ) Foreign - - Total $ (4,834,000 ) $ (4,220,000 ) The federal and state income tax (provision) benefit is summarized as: Schedule of federal and state income tax (provision) benefit 2023 2022 Current U.S. Federal $ - $ - U.S. State - - Foreign - - Total current provision - - Deferred U.S. Federal - - U.S. State - Foreign - - Total deferred provision (benefit) - - Total provision (benefit) for income taxes $ - $ - Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company’s deferred taxes as of December 31 were as follows: Schedule of deferred tax assets and liabilities 2023 2022 Deferred tax asset: Net operating loss $ 6,558,000 $ 6,037,000 Intangible asset basis 118,000 132,000 Deferred rent liability 349,000 507,000 Inventory adjustments 352,000 148,000 R&D capitalization 201,000 144,000 Asset retirement obligation 4,000 1,000 Settlement liability 267,000 161,000 Accrued warranty 14,000 12,000 Accrued salaries 65,000 - Deferred revenue 12,000 - Total deferred tax asset 7,940,000 7,142,000 Deferred tax liability: ROU assets (316,000 ) (465,000 ) Fixed asset basis (97,000 ) (65,000 ) Total deferred income tax liabilities (413,000 ) (530,000 ) Net deferred income tax assets 7,528,000 6,591,000 Valuation allowance (7,528,000 ) (6,612,000 ) Deferred tax asset (liability), net $ - $ - Events which may restrict utilization of a company’s net operating loss and credit carryforwards include, but are not limited to, certain ownership change limitations as defined in Internal Revenue Code Section 382 ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 915,000 1,161,000 Schedule of net operating losses and tax credit carryforwards 2023 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 12,724,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 10,169,000 2022 to 2037 Net operating losses, state 25,095,000 2029 to 2041 2022 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 10,378,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 21,597,000 2029 to 2041 The effective tax rate of the Company’s provision (benefit) for income taxes as of December 31, 2023, and 2022 differed from the federal statutory rate as follows: Schedule of effective income tax rate reconciliation 2023 2022 Statutory Rate 21.00 % 21.00 % State Tax 6.74 % 6.98 % Permanent Differences (0.35 )% (0.57 )% Changes in VA (18.94 )% (28.06 )% NOL Expiration (3.93 )% 0.00 % Prior Year True-ups (4.52 )% 0.65 % Total 0.00 % 0.00 % The Company’s statute of limitations remains open for various taxable years in various U.S. federal and California jurisdictions. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 14. LOSS PER SHARE In accordance with ASC 260, Earnings Per Share The Company excluded the potential common stock equivalents outstanding from the calculation of diluted weighted average net loss per share for each of the years ended December 31, 2023, and 2022, which would be anti-dilutive due to the net loss from continuing operations in those periods. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following as of December 31, 2023, and 2022: Schedule of anti dilutive securities excluded from computation of earnings per share December 31, 2023 2022 Warrants 116,010,720 - Convertible notes - 10,736,066 Convertible preferred stock 25,000,000 25,000,000 Total 141,010,720 35,736,066 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 15. COMMITMENTS AND CONTINGENCIES Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as additional information becomes available. Significant judgment is required to determine both the likelihood of there being a loss, and the estimated amount of a loss related to such matters. Gordon v. Digital Power Corporation On or about November 21, 2019, the plaintiff-William Gordon, filed a complaint against defendant, DPC, alleging wrongful termination and disability discrimination. The arbitration was conducted during October 2022. Aside from the opening and responding trial briefs, the arbitrator requested additional briefing on two subjects, undisclosed principal liability, and disclosed principal liability, both of which were submitted. In May 2023 the arbitrator entered a final award against the Company and in favor of Mr. Gordon in the amount of $1.1 million inclusive of interest, legal fees, administrative fees and expenses. The Company had accrued liabilities of $ 1.1 0.7 With respect to the Company’s outstanding litigation matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. Non-cancelable Obligations In the normal course of business, the Company enters non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud service arrangements. As of December 31, 2023, and 2022, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating $ 36,000 0 |
SHAREHOLDERS_ DEFICIT
SHAREHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ DEFICIT | 16. SHAREHOLDERS’ DEFICIT Authorized Capital The Company is authorized to issue 2 billion (2,000,000,000) shares of common stock, par value $0.001 per share and ten million (50,000,000) shares of preferred stock, par value $0.001 per share, of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001 per share Common Stock The holders of the Company’s Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Company’s board of directors (the “Board”). Holders of Common Stock are also entitled to share ratably in all of the Company’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the Company’s affairs. Except as otherwise required by law or as may be provided by the resolutions of the Board authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the Common Stock. Series A Preferred Stock There are 25,000 1,000 25 In the event that the Company is liquidated, dissolved or wound up, then before any distribution or payment is made to the holders of any Common Stock or any other class or series of junior stock, the holders of Series A Preferred Stock are entitled to receive liquidating distributions in an amount equal to the stated value for each share of Series A Preferred Stock held by such holders. Dividends on the Series A Preferred Stock accrue daily and are in cumulative form, and including, the date of original issue and shall be payable quarterly on the last day of each calendar quarter out of funds legally available therefore, at the rate of eight percent ( 8% Each holder shall be entitled to vote on an “as converted” basis with holders of outstanding shares of our common stock, voting together as a single class, with respect to any and all matters presented to the shareholders for their action or consideration. For so long as the holder shall continue to hold any shares of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled to elect a number of directors to the Board equal to a percentage determined by the number of Series A Preferred Stock beneficially owned by the holders, determined on an “as converted” basis, divided by the sum of the number of shares of Common Stock outstanding plus the number of Series A Preferred Stock outstanding on an “as converted” basis, provided, that the number of directors that the holders are entitled to elect shall never be less than a majority of our Board. Beginning January 1, 2026, the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share equal to the stated value plus all accrued and unpaid dividends thereon. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity” Common Stock Purchase Warrants On August 7, 2023, the Company issued 56,405,175 share of common stock at a price of $ .10 On July 10, 2023, the Company issued 58,610,760 share of common stock at a price of $ .13 As of December 31, 2023, 13,228,170 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS On March 21, 2024, TurnOnGreen amended its articles of incorporation by the filing with the Secretary of State of the State of Nevada an amendment (the “Series A COD Amendment”) to the certificate of designation for the Company’s Series A Preferred Stock. The Series A COD Amendment was approved on March 21, 2024, by an affirmative vote of the holder of the Series A Preferred Stock outstanding as of such date and by the unanimous affirmative vote of the board of directors of TurnOnGreen on March 21, 2024. The Series A COD Amendment became effective upon filing with the Secretary of State of the State of Nevada. Pursuant to the Series A COD Amendment, the commencement date upon which the holder of the Company’s Series A Preferred Stock may redeem the Series A Preferred Stock has been changed from commencing on the first anniversary of the issuance date of the Series A Preferred Stock to commencing anytime beginning on January 1, 2026. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries, and all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include net realizable inventory value and useful lives of asset. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers · Step 1: Identify the contract with the customer, · Step 2: Identify the performance obligations in the contract, · Step 3: Determine the transaction price, · Step 4: Allocate the transaction price to the performance obligations in the contract, and · Step 5: Recognize revenue when the company satisfies a performance obligation. The Company recognizes revenue primarily from four different types of contracts: · Product sales and installation - The Company generates revenues from the sale of its products through a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services are distinct and accounted for as separate performance obligations. For sales, the Company’s performance obligations to deliver products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over the goods. The installation service on these types of contracts is usually completed within six to twelve weeks. · The Company recognizes installation service revenue over time using the cost-to-cost measure of progress, which measures an installation obligation’s progress toward completion based on the ratio of actual contract costs incurred to date to the Company’s estimated costs at completion. Significant judgment may be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company’s project managers, subcontractors and financial professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs. The Company also provides standard assurance warranties on product functionality, which are not separately priced or considered material. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow-moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. · Network fees - Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is deferred and recognized on a straight-line basis over the contract term for annual contracts. Network agreements can also be billed per charging session in accordance with a contractual relationship between the Company and the owner of the station and, as a result, revenue is recognized when a particular charging session is complete. · Charging service revenue - company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. |
Sales Tax Collected from Customers | Sales Tax Collected from Customers As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in revenue as the related revenue recognition criteria are met. |
Asset Retirement Obligations | Asset Retirement Obligations The Company has determined that it is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized in our consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result, the Company’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values. Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2023, and December 31, 2022, the Company had cash of $21,000 $95,000 |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses The Company’s receivables are recorded when invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases |
Inventory | Inventory Inventories, inclusive of raw materials and finished goods, are valued at the lower cost or net realizable value after using the first-in, first-out method. Management compares the cost of inventory with the net realizable value and adjustments are made for writing down inventory to net realizable value, if lower. The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results of operations for the respective period. |
Warranty | Warranty The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three-year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability. |
Litigation | Litigation The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . no |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company analyzes its long-lived assets for potential impairment at least annually or when changes in circumstances indicate a possibility of impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. |
Segments | Segments The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting |
Receivables and Concentration of Credit Risk | Receivables and Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. |
Preferred Shares | Preferred Shares The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. |
New Accounting Guidance – Recently Adopted | New Accounting Guidance – Recently Adopted The FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses Financial Instruments - Credit Losses (Topic 326) |
Recent Accounting Pronouncements not yet Adopted | Recent Accounting Pronouncements not yet Adopted The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. |
REVENUE DISAGGREGATION (Tables)
REVENUE DISAGGREGATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | Schedule of disaggregated revenues For the Year Ended December 31, 2023 2022 Primary Geographical Markets North America $ 3,771,000 $ 4,514,000 Europe 29,000 115,000 Other 401,000 893,000 Total Revenue $ 4,201,000 $ 5,522,000 Major Goods Power supply units $ 3,854,000 $ 5,214,000 EV chargers 347,000 308,000 Total Revenue $ 4,201,000 $ 5,522,000 Timing of Revenue Recognition Revenue recognized over time $ 16,000 $ 22,000 Goods transferred at a point in time 4,185,000 5,500,000 Total Revenue $ 4,201,000 $ 5,522,000 |
Schedule of related party sales | Schedule of related party sales For the Year Ended December 31, 2023 2022 Related Party Subsidiaries of Ault $ 14,000 $ 26,000 Entities Ault holds an investment interest in - 1,000 Total Revenue $ 14,000 $ 27,000 |
Schedule of concentration | Schedule of concentration For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Total Revenue Percentage of Total Revenue Percentage of by Major Total Company by Major Total Company Customers Revenue Customer Revenue Customer A $ 769,000 18 % $ 935,000 17 % Customer B $ 476,000 11 % $ |
TRADE RECEIVABLES (Tables)
TRADE RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule percentage of total trade receivables | Schedule percentage of total trade receivables For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 Trade Receivables Percentage of Total Receivables Percentage of by Major Total Trade by Major Total Trade Customer Receivables Customer Receivables Customer A $ 342,000 35 % $ 199,000 19 % Customer B $ - - % $ 111,000 11 % Customer C $ 179,000 18 % $ - - Customer D $ - - % $ 169,000 17 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, 2023 December 31, 2022 Machinery and equipment $ 649,000 $ 667,000 Leasehold improvements, furniture and equipment 217,000 207,000 EV chargers 141,000 115,000 1,007,000 989,000 Less: accumulated depreciation and amortization (649,000 ) (663,000 ) Property and equipment, net $ 358,000 $ 326,000 |
Schedule of property and equipment net | Schedule of property and equipment net Useful Lives Asset (In Years) Computer software and office and computer equipment 3 5 Machinery and equipment, automobiles, furniture, and fixtures 3 15 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, 2023 December 31, 2022 Finished products $ 878,000 $ 1,807,000 Raw materials, parts and supplies 461,000 788,000 Total inventories $ 1,339,000 $ 2,595,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Summary of leases by balance sheet category | Summary of leases by balance sheet category December 31, 2023 December 31, 2022 Operating right-of-use assets $ 1,133,000 $ 1,661,000 Operating lease liability – current 619,000 561,000 Operating lease liability – non-current 631,000 1,251,000 |
Schedule of lease cost | Schedule of lease cost December 31, 2023 2022 Operating lease costs $ 623,000 $ 648,000 Less: Sublease income (84,000 ) - Total $ 539,000 $ 648,000 |
Summary of other information related to leases | Summary of other information related to leases December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: - Operating cash flows related to operating leases $ 682,000 Right-of-use assets obtained in exchange for new operating lease liabilities - Weighted-average remaining lease term – operating leases 2.0 Weighted-average discount rate – operating leases 8 % |
Schedule of non cancellable operating leases | Schedule of non cancellable operating leases 2024 $ 693,000 2025 609,000 2026 51,000 Total lease payments 1,353,000 Less interest (103,000 ) Present value of lease liabilities $ 1,250,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party notes payable | Schedule of related party notes payable Interest Due date December 31, December 31, Ault advance payable 10% - $ 2,407,000 $ - Chief Executive Officer 14% Default 51,000 25,000 Non-officer June and September 2023 advance payable - - 14,000 13,000 Officer December 2022 advance payable - - 14,000 Total related party notes and advances payable $ 2,472,000 $ 52,000 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable | |
Schedule of convertible notes payable | Schedule of convertible notes payable Conversion Interest Due date December December Opportunity fund convertible notes payable $ 0.005 10% January 14, 2024 $ - $ 45,000 Total convertible notes payable $ - $ 45,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of assumptions | Schedule of assumptions Term 5 Exercise Price $ 0.044 Volatility 271 % Risk-free interest rate 3 % Expected dividend yield - |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before provision for income tax | Schedule of loss before provision for income tax 2023 2022 Pre-tax loss U.S. Federal $ (4,834,000 ) $ (4,220,000 ) Foreign - - Total $ (4,834,000 ) $ (4,220,000 ) |
Schedule of federal and state income tax (provision) benefit | Schedule of federal and state income tax (provision) benefit 2023 2022 Current U.S. Federal $ - $ - U.S. State - - Foreign - - Total current provision - - Deferred U.S. Federal - - U.S. State - Foreign - - Total deferred provision (benefit) - - Total provision (benefit) for income taxes $ - $ - |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2023 2022 Deferred tax asset: Net operating loss $ 6,558,000 $ 6,037,000 Intangible asset basis 118,000 132,000 Deferred rent liability 349,000 507,000 Inventory adjustments 352,000 148,000 R&D capitalization 201,000 144,000 Asset retirement obligation 4,000 1,000 Settlement liability 267,000 161,000 Accrued warranty 14,000 12,000 Accrued salaries 65,000 - Deferred revenue 12,000 - Total deferred tax asset 7,940,000 7,142,000 Deferred tax liability: ROU assets (316,000 ) (465,000 ) Fixed asset basis (97,000 ) (65,000 ) Total deferred income tax liabilities (413,000 ) (530,000 ) Net deferred income tax assets 7,528,000 6,591,000 Valuation allowance (7,528,000 ) (6,612,000 ) Deferred tax asset (liability), net $ - $ - |
Schedule of net operating losses and tax credit carryforwards | Schedule of net operating losses and tax credit carryforwards 2023 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 12,724,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 10,169,000 2022 to 2037 Net operating losses, state 25,095,000 2029 to 2041 2022 Amount Expiration Years Net operating losses, federal (Post December 31, 2017) $ 10,378,000 Do Not Expire Net operating losses, federal (Pre-January 1, 2018) 11,185,000 2022 to 2037 Net operating losses, state 21,597,000 2029 to 2041 |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2023 2022 Statutory Rate 21.00 % 21.00 % State Tax 6.74 % 6.98 % Permanent Differences (0.35 )% (0.57 )% Changes in VA (18.94 )% (28.06 )% NOL Expiration (3.93 )% 0.00 % Prior Year True-ups (4.52 )% 0.65 % Total 0.00 % 0.00 % |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of anti dilutive securities excluded from computation of earnings per share | Schedule of anti dilutive securities excluded from computation of earnings per share December 31, 2023 2022 Warrants 116,010,720 - Convertible notes - 10,736,066 Convertible preferred stock 25,000,000 25,000,000 Total 141,010,720 35,736,066 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | |||
Jul. 12, 2023 | Mar. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Entity Incorporation, Date of Incorporation | Apr. 05, 2005 | |||
Aggregate shares | 25,000 | 25,000 | ||
Conversion of shares | 11,241,370 | |||
TOGI [Member] | ||||
Conversion of shares | 1,000 | |||
TOGI [Member] | Preferred Stock [Member] | ||||
Conversion of shares | 25,000 | |||
Series A Preferred Stock [Member] | ||||
Aggregate shares | 25,000 | |||
Aggregate liquidation preference | $ 25,000,000 | |||
Convertible common stock, per share | $ 0.001 | |||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||
Aggregate shares | 25,000 | |||
Preferred stock, stated value | $ 1,000 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash | $ 21,000 | $ 95,000 |
Uncertain tax positions | $ 0 | $ 0 |
REVENUE DISAGGREGATION (Details
REVENUE DISAGGREGATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 4,201,000 | $ 5,522,000 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 16,000 | 22,000 |
Transferred over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 4,185,000 | 5,500,000 |
Power Supply Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 3,854,000 | 5,214,000 |
EV Chargers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 347,000 | 308,000 |
North America [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 3,771,000 | 4,514,000 |
Europe [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 29,000 | 115,000 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 401,000 | $ 893,000 |
REVENUE DISAGGREGATION (Detai_2
REVENUE DISAGGREGATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | $ 14,000 | $ 27,000 |
Subsidiaries Of Ault [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | 14,000 | 26,000 |
Entities Ault Holds Sn Investment Interest In [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenue | $ 1,000 |
REVENUE DISAGGREGATION (Detai_3
REVENUE DISAGGREGATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 4,201,000 | $ 5,522,000 |
Customer A [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 769,000 | $ 935,000 |
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 18% | 17% |
Customer B [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 476,000 | |
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 11% |
TRADE RECEIVABLES (Details)
TRADE RECEIVABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Customer A [Member] | ||
Trade Receivables | $ 342,000 | $ 199,000 |
Total trade receivables percent | 35% | 19% |
Customer B [Member] | ||
Trade Receivables | $ 111,000 | |
Total trade receivables percent | 11% | |
Customer C [Member] | ||
Trade Receivables | $ 179,000 | |
Total trade receivables percent | 18% | |
Customer D [Member] | ||
Trade Receivables | $ 169,000 | |
Total trade receivables percent | 17% |
TRADE RECEIVABLES (Details Narr
TRADE RECEIVABLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Loss [Abstract] | ||
Related party receivables | $ 0 | $ 25,000 |
Trade receivables description | As of December 31, 2023, receivables from three customers made up 64% of the Company’s receivables. As of December 31, 2022, five customers made up 64% of the outstanding receivables with two customers being the same customers as referred to with respect to the December 31, 2023, concentration. |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,007,000 | $ 989,000 |
Less: accumulated depreciation and amortization | (649,000) | (663,000) |
Property and equipment, net | 358,000 | 326,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 649,000 | 667,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 217,000 | 207,000 |
EV Chargers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 141,000 | $ 115,000 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details 1) | 12 Months Ended |
Dec. 31, 2023 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Description of leasehold improvements | Over the term of the lease or the life of the asset, whichever is shorter |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum [Member] | Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 15 years |
PROPERTY AND EQUIPMENT (Detai_3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 63,000 | $ 51,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished products | $ 878,000 | $ 1,807,000 |
Raw materials, parts and supplies | 461,000 | 788,000 |
Total inventories | $ 1,339,000 | $ 2,595,000 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating right-of-use assets | $ 1,133,000 | $ 1,661,000 |
Operating lease liability – current | 619,000 | 561,000 |
Operating lease liability – non-current | $ 631,000 | $ 1,251,000 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease costs | $ 623,000 | $ 648,000 |
Less: Sublease income | (84,000) | |
Total | $ 539,000 | $ 648,000 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows related to operating leases | 682,000 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,905,000 | |
Weighted-average remaining lease term - operating leases | 2 years | |
Weighted-average discount rate - operating leases | 8% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 693,000 |
2025 | 609,000 |
2026 | 51,000 |
Total lease payments | 1,353,000 |
Less interest | (103,000) |
Present value of lease liabilities | $ 1,250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Total related party notes and advances payable | $ 2,472,000 | $ 52,000 |
Ault Advance Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 10% | |
Total related party notes and advances payable | $ 2,407,000 | |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 14% | |
Total related party notes and advances payable | $ 51,000 | 25,000 |
Non Officer June And September 2023 Advance Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party notes and advances payable | $ 14,000 | 13,000 |
Officer December 2022 Advance Payable [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party notes and advances payable | $ 14,000 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Allocation of general corporate expenses | $ 3,705,000 | $ 4,014,000 |
Contributions from Parent | 730,000 | 3,209,000 |
Related party receivables | 0 | 25,000 |
Interest expense, related party | 160,000 | 0 |
Ault [Member] | ||
Related Party Transaction [Line Items] | ||
Capital contributions | 576,000 | 2,539,000 |
Ault [Member] | ||
Related Party Transaction [Line Items] | ||
Allocation of general corporate expenses | 642,000 | 670,000 |
Additional paid in capital | 154,000 | 670,000 |
Related party notes and advances payable | 488,000 | |
Sales to Related Party | $ 14,000 | $ 27,000 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details Narrative) | Dec. 31, 2023 shares |
Compensation Related Costs [Abstract] | |
Shares for issuance | 100,000,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jul. 12, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Conversion price (in dollars per share) | $ 0.005 | ||
Total convertible notes payable | $ 45,000 | ||
Opportunity Fund Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Conversion price (in dollars per share) | $ 0.005 | ||
Interest rate | 10% | ||
Due date | Jan. 14, 2024 | ||
Total convertible notes payable | $ 45,000 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Convertible promissory notes payable | $ 44,000 | $ 45,000 | |
Advance limit | $ 75,000 | ||
Accrued interest | $ 11,000 | ||
Shares converted | 11,241,370 | ||
Conversion price | $ 0.005 | ||
Convertible Promissory Note [Member] | |||
Short-Term Debt [Line Items] | |||
Accrued interest | $ 9,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - Notes Payable [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Short-Term Debt [Line Items] | |
Term | 5 years |
Exercise Price | $ 0.044 |
Volatility | 271% |
Risk-free interest rate | 3% |
Expected dividend yield |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Aug. 07, 2023 | Jul. 10, 2023 | Dec. 31, 2023 | |
Offsetting Assets [Line Items] | |||
Number of warrants issued | 56,405,175 | 58,610,760 | |
Share Price | $ 0.10 | $ 0.13 | |
Accrued default fees | $ 52,000 | ||
Fair value of warrants | 53,000 | ||
Additional paid in capital | 39,000 | ||
Purchase Agreement [Member] | FAR Holdings International [Member] | |||
Offsetting Assets [Line Items] | |||
Borrowed amount | 250,000 | ||
Face amount | $ 300,000 | ||
Number of warrants issued | 1,000,000 | ||
Share Price | $ 0.001 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax | $ (4,834,000) | $ (4,220,000) |
U S Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax | (4,834,000) | (4,220,000) |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Loss before provision for income tax |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total current provision | ||
Deferred | ||
U.S. Federal | ||
U.S. State | ||
Foreign | ||
Total deferred provision (benefit) | ||
Total provision (benefit) for income taxes |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset: | ||
Net operating loss | $ 6,558,000 | $ 6,037,000 |
Intangible asset basis | 118,000 | 132,000 |
Deferred rent liability | 349,000 | 507,000 |
Inventory adjustments | 352,000 | 148,000 |
R&D capitalization | 201,000 | 144,000 |
Asset retirement obligation | 4,000 | 1,000 |
Settlement liability | 267,000 | 161,000 |
Accrued warranty | 14,000 | 12,000 |
Accrued salaries | 65,000 | |
Deferred revenue | 12,000 | |
Total deferred tax asset | 7,940,000 | 7,142,000 |
Deferred tax liability: | ||
ROU assets | (316,000) | (465,000) |
Fixed asset basis | (97,000) | (65,000) |
Total deferred income tax liabilities | (413,000) | (530,000) |
Net deferred income tax assets | 7,528,000 | 6,591,000 |
Valuation allowance | (7,528,000) | (6,612,000) |
Deferred tax asset (liability), net | $ 0 | $ 0 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses, federal post amount | $ 12,724,000 | $ 10,378,000 |
Net operating losses, federal post expiration years | Do Not Expire | Do Not Expire |
Net operating losses, federal pre amount | $ 10,169,000 | $ 11,185,000 |
Net operating losses, federal pre expiration years | 2022 to 2037 | 2022 to 2037 |
Net operating losses, state amount | $ 25,095,000 | $ 21,597,000 |
Net operating losses, state expiration years | 2029 to 2041 | 2029 to 2041 |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory Rate | 21% | 21% |
State Tax | 6.74% | 6.98% |
Permanent Differences | (0.35%) | (0.57%) |
Changes in VA | (18.94%) | (28.06%) |
NOL Expiration | (3.93%) | 0% |
Prior Year True-ups | (4.52%) | 0.65% |
Total | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 915,000 | $ 1,161,000 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 141,010,720 | 35,736,066 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 116,010,720 | |
Customer A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,736,066 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 25,000,000 | 25,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Accrued legal fees | $ 1,100,000 | $ 700,000 |
Non-cancelable purchase obligations | $ 36,000 | $ 0 |
SHAREHOLDERS_ DEFICIT (Details
SHAREHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 07, 2023 | Jul. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Authorized capital, description | The Company is authorized to issue 2 billion (2,000,000,000) shares of common stock, par value $0.001 per share and ten million (50,000,000) shares of preferred stock, par value $0.001 per share, of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001 per share | |||
Preferred stock, shares issued | 25,000 | 25,000 | ||
Preferred stock, shares outstanding | 25,000 | 25,000 | ||
Number of warrants issued | 56,405,175 | 58,610,760 | ||
Share Price | $ 0.10 | $ 0.13 | ||
Warrant outstanding | 13,228,170 | |||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued | 25,000 | |||
Preferred stock, shares outstanding | 25,000 | |||
Preferred stock, stated value | $ 1,000 | |||
Preferred stock, aggregate value | $ 25,000,000 | |||
Dividend rate | 8% |