Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Astro Aerospace Ltd. | ||
Entity Central Index Key | 0001425203 | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity File Number | 333-149000 | ||
Entity Tax Identification Number | 98-0557091 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 320 W. Main Street | ||
Entity Address, City or Town | Lewisville | ||
Entity Address, State or Province | TX | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 75057 | ||
City Area Code | 469 | ||
Local Phone Number | 702-8344 | ||
Entity Common Stock, Shares Outstanding | 8,448,380 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | $ 1,814,698 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 38,517 | $ 1,159 |
Other Receivables | 75,781 | 60,517 |
Prepaids | 623 | |
Total Current Assets | 114,298 | 62,299 |
Acquired In-Process Research and Development | 871,000 | 871,000 |
Deposits | 18,125 | 13,925 |
Total Assets | 1,003,423 | 947,224 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 376,392 | 265,604 |
8% Senior Secured Convertible Promissory Note, net of discount of $289,093 at December 31, 2019 | 688,166 | 694,431 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019, net of discount of $125,453 at December 31, 2019 | 121,691 | 24,093 |
Total Current Liabilities | 1,186,249 | 984,128 |
Long Term Liability | ||
Promissory Note from MAAB | 1,209,350 | 750,017 |
Total Liabilities | 2,395,599 | 1,734,145 |
Commitments and Contingencies (Notes 1, 16 and 17) | ||
Stockholders' Deficit | ||
Common Stock, $0.001 par value, 250,000,000 Shares Authorized, 5,724,258 and 4,880,115 shares Issued and Outstanding at December 31, 2020 and 2019 | 5,724 | 4,880 |
Accumulated Other Comprehensive Income (Loss) | (75,419) | (20,098) |
Accumulated Deficit | (11,502,721) | (10,316,875) |
Total Stockholders' Deficit | (1,392,176) | (786,921) |
Total Liabilities and Stockholders' Deficit | 1,003,423 | 947,224 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Convertible Preferred Stock | 156 | 156 |
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 124,844 | 124,844 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Convertible Preferred Stock | 10 | 10 |
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 7,156,204 | 7,156,204 |
Common Stock [Member] | ||
Stockholders' Deficit | ||
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | $ 2,899,026 | $ 2,263,958 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
8% Senior Secured Convertible Promissory Note, net of discounts | $ 289,093 | |
8% Senior Secured Convertible Promissory Note issued December 2, 2019, net of discounts | $ 125,453 | |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 5,724,258 | 4,880,115 |
Common Stock, Shares, Outstanding | 5,724,258 | 4,880,115 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 1,562,500 | 1,562,500 |
Preferred stock, shares outstanding | 1,562,500 | 1,562,500 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Sales and Marketing | 115,833 | 232,084 |
General and Administrative | 296,279 | 369,538 |
Research and Development | 146,469 | 545,639 |
Total Operating Expenses | 558,581 | 1,147,261 |
Loss from Operations | (558,581) | (1,147,261) |
Other Expense (Income) | ||
Interest Expense, Net | 617,189 | 1,316,407 |
Bank and Financing Fees | 10,076 | 19,799 |
Miscellaneous Income | (178,394) | |
Total Other Expense | 627,265 | 1,157,812 |
Loss Before Income Tax | (1,185,846) | (2,305,073) |
Income Tax | 0 | 0 |
Net Loss | (1,185,846) | (2,305,073) |
Less: Preferred Stock Dividends | 10,000 | 10,000 |
Net Loss Available to Common Stockholders | $ (1,195,846) | $ (2,315,073) |
Net Loss per Common Share: | ||
Basic | $ (0.22) | $ (0.49) |
Diluted | $ (0.22) | $ (0.49) |
Weighted Average Number of Common Shares Outstanding - Basic | 5,324,402 | 4,753,151 |
Weighted Average Number of Common Shares Outstanding - Diluted | 5,324,402 | 4,753,151 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net Loss | $ (1,185,846) | $ (2,305,073) |
Foreign Currency Translation Loss | (55,321) | (42,802) |
Comprehensive Loss | $ (1,241,167) | $ (2,347,875) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock [Member] | Additional Paid-in Capital [Member]Series B Preferred Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] |
Balance (shares) at Dec. 31, 2018 | 4,620,596 | 1,562,500 | 10,000 | ||||||
Balance, value at Dec. 31, 2018 | $ 4,621 | $ 901,161 | $ 124,844 | $ 7,156,204 | $ 22,704 | $ (8,011,802) | $ 197,898 | $ 156 | $ 10 |
Issuance of Inducement common shares (Shares) | 10,417 | ||||||||
Issuance of Inducement common shares | $ 10 | (10) | |||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Shares) | 229,102 | ||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes | $ 229 | 657,018 | 657,247 | ||||||
Fair Value of Warrants Issued with 8% Senior Secured Convertible Promissory Note – 2nd Tranche | 121,320 | 121,320 | |||||||
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note – 2nd Tranche | 403,689 | 403,689 | |||||||
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note - 12/2/2019 Note | 132,500 | 132,500 | |||||||
Common Stock issued as Financing Fee for the Equity Purchase Agreement (Shares) | 20,000 | ||||||||
Common Stock issued as Financing Fee for the Equity Purchase Agreement | $ 20 | 48,280 | 48,300 | ||||||
Foreign Currency Translation Loss | (42,802) | (42,802) | |||||||
Net loss | (2,305,073) | (2,305,073) | |||||||
Balance (shares) at Dec. 31, 2019 | 4,880,115 | 1,562,500 | 10,000 | ||||||
Balance, value at Dec. 31, 2019 | $ 4,880 | 2,263,958 | 124,844 | 7,156,204 | (20,098) | (10,316,875) | (786,921) | $ 156 | $ 10 |
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Shares) | 510,810 | ||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes | $ 511 | 348,173 | 348,684 | ||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs of $20,500 (Shares) | 333,333 | ||||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs of $20,500 | $ 333 | 286,895 | 287,228 | ||||||
Foreign Currency Translation Loss | (55,321) | (55,321) | |||||||
Net loss | (1,185,846) | (1,185,846) | |||||||
Balance (shares) at Dec. 31, 2020 | 5,724,258 | 1,562,500 | 10,000 | ||||||
Balance, value at Dec. 31, 2020 | $ 5,724 | $ 2,899,026 | $ 124,884 | $ 7,156,204 | $ (75,419) | $ (11,502,721) | $ (1,392,176) | $ 156 | $ 10 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs of common stock under Equity Purchase Agreement | $ 20,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow from Operating Activities: | ||
Net Loss | $ (1,185,846) | $ (2,305,073) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: | ||
Amortization of Note Discounts | 440,017 | 1,191,894 |
Changes in Operating Assets and Liabilities: | ||
Other Receivables | 24,844 | (27,860) |
Prepaids | 623 | 18,567 |
Deposits | (4,200) | 274 |
Accounts Payable and Accrued Liabilities | 110,788 | 171,652 |
Net Cash Used In Operating Activities | (613,774) | (950,546) |
Cash Flow from Financing Activities: | ||
Promissory Note from MAAB | 459,333 | 158,578 |
8% Senior Secured Convertible Promissory Note | 600,000 | |
8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 125,000 | |
Puts of Common Stock Under the Equity Purchase Agreement | 247,120 | 0 |
Issuance of Common Stock for Financing Fee | 48,300 | |
Non-cash Financing Fee | 7,500 | |
Net Cash Provided By Financing Activities | 706,453 | 939,378 |
Effect of Foreign Currency Translation Loss | (55,321) | (42,802) |
Net Increase (Decrease) in Cash | 37,358 | (53,970) |
Cash at the Beginning of the Year | 1,159 | 55,129 |
Cash at the End of the Year | 38,517 | 1,159 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash Paid During the Period for: Interest | 8,358 | 4,598 |
Cash Paid During the Period for: Taxes | 0 | 0 |
Supplemental Disclosures of Non-Cash Information: | ||
Conversion of 8% Senior Secured Conversion Promissory Notes into Common Stock | 348,684 | 657,247 |
Discounts Issued with 8% Senior Secured Convertible Promissory Notes | 606,827 | |
Discounts Issued with 8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 149,546 | |
Discounts Issued in Connection with Forbearance Agreement for 8% Senior Secured Convertible Promissory Notes | 257,135 | |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note | 314,564 | 1,167,801 |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 125,453 | 24,093 |
Increase in Note and Additional Discount on 8% Senior Secured Convertible Promissory Note due to the Forbearance Agreement on June 30, 2020 | 25,471 | |
Common Stock issued as Financing Fee for the Equity Purchase Agreement | 48,300 | |
Reduction in MAAB Promissory Note from Section 16(a) Short Swing Profit Income | $ 178,394 | |
Receivable Related to Puts of Common Stock Under the Equity Purchase Agreement | $ 40,108 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Astro Aerospace Ltd. (“Astro” or the “Company”) and its wholly-owned subsidiary, is a developer of self-piloted and autonomous, manned and unmanned, eVTOL (Electric Vertical Take Off and Landing) aerial vehicles. The Company intends to provide the market with a mainstream mode of everyday, aerial transportation for both humans and cargo. Astro currently has a working prototype and is working on ALTA an updated version of the working prototype with engineering and mechanical improvements as well as pods which will be interchangeable with the frame allowing the unit to be used for cargo, passenger and other activities. Astro is the successor corporation to CPSM, Inc., which was primarily engaged in providing a full line pool and spa services, and pool resurfacing. On March 14, 2018, MAAB Global Limited ( “ ” In 2018, the Company acquired in-process research and development ( “ ” Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2020 the Company had a net loss of $1,185,846 and used $653,882 in cash in operations, and at December 31, 2020, had negative working capital of $1,071,951, current assets of $114,298, and an accumulated deficit of $11,502,721. The foregoing factors raise substantial doubt about the Company ’ s ability to continue as a going concern. Ultimately, the ability to continue as a going concern is dependent upon the Company ’ s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating the Company ’ s technologies. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company acknowledges that its current cash position is insufficient to maintain the current level of operations and research and development, and that the Company will be required to raise substantial additional capital to continue its operations and fund its future business plans. The Company has continued to raise funds through its parent, MAAB and the outstanding note payable balance was $1,209,350 and there is $40,650 available under the terms of the note at December 31, 2020. The Company has also raised funds through independent capital sources, of which the Company has two Senior Secured Convertible Promissory Notes, the first of which has an outstanding balance of $688,166 at December 31, 2020 and the second of which has an outstanding balance of $121,691 at December 31, 2020. The first Senior Secured Convertible Note is subject to a second forbearance agreement and the second Senior Secured Convertible Note is also subject to a forbearance agreement (See Note 7, “ Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes ” ). The Company has also executed an Equity Purchase Agreement whereby the Investor agreed to purchase from the Company up to $5,000,000 of the Company ’ s common stock (See Note 12, “ Equity Purchase Agreement and Registration Rights Agreement ” ). Through April 14, 2021 the Company put Astro plans to raise additional capital in the private and public securities markets through 2021. Reverse Common Stock Split On October 8, 2020, the Company ’ “ ” ’ |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Cash All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. Intangible Assets — Acquired in-process research and development ( “ ” Stock-Based Compensation The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Convertible Notes, Warrants and Beneficial Conversion Feature ( “ ” The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic BCF of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model and recorded as a liability on the consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “ ” If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes and as additional paid-in-capital. Discount on the convertible notes is amortized to interest expense over the life of the debt. Research and Development Research and development costs are expensed as incurred. Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “ ” “ ” The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. Basic and Diluted Net Loss per Share The Company computes loss per share in accordance with “ ” “ ” The common stock equivalents are the 8% Senior Secured Convertible Promissory Notes and the Series A and Series B Convertible Preferred Stock. For the years ended December 31, 2020 and 2019, the basic and diluted net loss per share were computed as follows: Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846) $ (2,305,073) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ ( 1,195,846) $ (2,315,073) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes — — Shares Issuable Upon Conversion of Preferred Stock — — — Shares Issuable Upon Conversion of Preferred Stock — — — Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22) $ (0.49) Diluted $ (0.22) $ (0.49) Comprehensive Loss Comprehensive loss consists of net loss plus the foreign currency translation loss. Foreign Currency Translation The translation of assets and liabilities for the Company ’ Fair Value Measurement Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company ’ Use of Estimates and Assumptions The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of IPRD. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments, if any, are reflected in operations. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 — In August 2020, the Financial Accounting Standards Board ( “ ” “ ” “ — — ’ ’ ” ’ based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this ASU are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company ’ ’ |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF CREDIT RISK | NOTE 4 CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash with high-credit quality financial institutions. At December 31, 2020 and 2019, the Company did not have any cash balances in excess of federally insured limits. |
FAIR VALUE ESTIMATES
FAIR VALUE ESTIMATES | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE ESTIMATES | NOTE 5 — The Company measures financial instruments at fair value in accordance with ASC 820, which specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company ’ Management believes the carrying amounts of the Company's cash, other receivables, accounts payable and accrued liabilities as of December 31, 2020 and 2019 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its notes payable and loan in accordance with the hierarchy of fair value based on whether the inputs to those valuation techniques are observable or unobservable. The hierarchy is: Level 1 – Quoted prices for identical instruments in active markets; Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The estimated fair value of the cash, notes payable, and loan at December 31, 2020 and 2019, were as follows: Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Carrying Value At December 31, 2020: Assets Cash $ 38,517 $ 38,517 Liabilities 8% Senior Secured Convertible Promissory Note $ 688,166 $ 688,166 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 121,691 $ 121,691 Loan from MAAB $ 1,209,350 $ 1,209,350 At December 31, 2019: Assets Cash $ 1,159 $ 1,159 Liabilities 8% Senior Secured Convertible Promissory Note, $ 983,524 $ 983,524 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 149,546 $ 149,546 Loan from MAAB $ 750,017 $ 750,017 |
8% SENIOR SECURED CONVERTIBLE P
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | NOTE 6 — On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. The first tranche principal of $701,818 was issued, with an Original Issue Discount ( “ ” ’ “ ” The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of April 14, 2021, 174,034,699 shares available to be issued. As additional consideration for the investment, the Company issued 10,417 shares of its common stock to the Investor, valued at $89,531 at the date of issuance, plus warrants to acquire up to an aggregate 22,935 shares of the Company ’ ’ fifth year The Note has a BCF for both tranches, which were valued, along with the warrants, on a relative fair value method. In the first tranche, the warrant fair value was $171,121 (See Note 11, “ ” However, adding the OID and the inducement shares to the debt discount, made the final total debt discount $865,796, larger than the principal amount of the Note. Consequently, $163,978 of the debt discount was expensed. During the years ended December 31, 2020 and 2019, the Company amortized $58,250 and $534,682, respectively, of the debt discount to interest expense. As of December 31, 2020, all debt discounts have been fully amortized. In the second tranche, the warrant fair value (See Note 11, “ ” “ ” The Investor converted $657,247 in principal amount of the Note into 229,102 shares of the Company ’ ’ The Company again defaulted on the 8% Senior Secured Convertible Promissory Note as of June 30, 2020. However, the Company reached a forbearance with the Investor on June 30, 2020. On November 28, 2020, the Company again defaulted on the 8% Senior Secured Convertible Promissory Note, (See Note 7, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Notes”). On December 2, 2019, the Company issued a new 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of up to $575,682. The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. The Note matured on June 2, 2020. The Company defaulted on this Note and reached a forbearance with the Investor on June 30, 2020. On November 28, 2020, the Company again defaulted on the 8% Senior Secured Convertible Promissory Note (See Note 7, “ ” The Note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date, which created a BCF valued at greater than the total principal amount of the Note issued of $149,546. The exercise price was $0.5625 per share which converts into 265,859 common shares. The common stock price at the valuation date was $1.95 per share and the conversion price was calculated as $0.5625, so that the BCF was calculated to be $1.3875 per share valuing the BCF at $368,879. In accordance with ASC 470-20-30-8, if the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF shall be limited to the amount of the proceeds allocated to the convertible instrument. Therefore, the BCF is limited to $132,500, which when added to the OID of $17,046 equals the principal amount of $149,546. The BCF is being amortized using the effective interest method over the term of the note. Amortization of the debt discount into interest expense was $24,093 for the year ended December 31, 2019, bringing the debt discount to $125,453 at December 31, 2019. During the year ended December 31, 2020, the remaining debt discount was amortized to interest expense. During the year ended December 31, 2020, the Investor converted $27,855 in principal amount of the Note into 40,000 shares of the Company ’ |
DEFAULT AND FORBEARANCE ON THE
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | NOTE 7 — DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE On May 21, 2019, six months after the issuance of the first tranche of the 8% Senior Secured Convertible Promissory Note, the Note matured with $307,798 in principal outstanding and approximately $24,118 in accrued interest. The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest. The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company ’ ’ The Company ’ As of June 30, 2020, the 8% Senior Secured Convertible Promissory Note was again in default, with a principal balance of $709,862 and an accrued interest of $116,957. Likewise, the 8% Senior Secured Convertible Promissory Note issued December 2, 2019 (together with the 8% Senior Secured Convertible Promissory Note, the “ ” On June 30, 2020, the Company and the Investor entered into two New Forbearance Agreements with the same terms for each of the Notes. The Investor also agreed to continue the forbearance from September 11, 2019, the date of previous Forbearance Agreement. The 8% Senior Secured Convertible Promissory Note ’ During the forbearance period, the acceleration of the Notes and payment of the default amounts shall be deemed suspended, subject to the ability of the Investor hereunder to immediately exercise its rights and remedies under this Forbearance Agreement, including but not limited to the acceleration of the Notes and enforcement of payment of the default amounts. If at any time after the effective date: (i) the Company fails to abide by any of the terms and conditions of the Agreements; or (ii) the Company fails to comply with any of the terms of any of the other transaction documents; or (iii) the Company fails to timely make the payments required under the Notes; or (iv) any events of default occur, including but not limited to bankruptcy proceedings, then the forbearance period will immediately terminate, and the Investor may immediately exercise any of its rights and remedies provided for under the transaction documents, including but not limited to the acceleration of the Notes and enforcement of payment of the default amounts. As of November 28, 2020, the Company was again in default on the Notes. Although there is no forbearance agreement in place, both the Investor and Company are continuing to act according to the terms of the Notes. Further, the Investor sold $30,000 in principal amount of the Notes to another third party Investor as of December 31, 2020. Additionally, the Investor entered into a Note Purchase Agreement with an independent third party investor to sell $800,000 principal amount of the 8% Senior Secured Convertible Promissory Note in three tranches starting January 15, 2021. The tranches are 30 days apart and the principal amounts sold are $300,000 in the first tranche, $300,000 in the second tranche and $200,000 in the third tranche. With the sale of the third tranche, the Investor had completely disposed of its Note holdings. As of March 12, 2021, both tranches of the Note have been completely converted into common stock. |
PROMISSORY NOTE FROM MAAB
PROMISSORY NOTE FROM MAAB | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTE FROM MAAB | NOTE 8 — MAAB, the parent of Astro has issued a Promissory Note, as amended, for monetary advances to the Company of up to $1,250,000 maturing on February 28, 2022. The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. The Company has accrued interest expense of $207,915 and $89,797 at December 31, 2020 and 2019, respectively. The accrued interest expense is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9 — INCOME TAX A reconciliation of differences between the effective income tax rates and the statutory federal rates from continuing operations is as follows: 2020 2019 Rate Amount Rate Amount Income Tax benefit at US statutory rate 21 % $ 249,028 21 % $ 484,065 State taxes, net of federal benefit 6 % 65,546 5 % 114,471 Change in valuation allowance (27 )% (313,574 ) (26 )% (598,536 ) — $ — — $ — Deferred income taxes primarily relate to differences between the amounts recorded for financial reporting purposes and the amounts recorded for income tax purposes. Significant components of the Company ’ Deferred Income Tax Assets: 2020 2019 Net Operational Loss Carryforwards $1,073,486 $ 703,548 Intangible Assets 1,309,790 1,415,989 Research & Development Costs 403,990 366,868 Other, Net 20,940 7,227 Gross Deferred Income Tax Assets $2,808,206 $ 2,493,632 Less: Valuation Allowance (2,808,206) (2,493,632) Net Deferred Income Tax Asset $ — $ — At December 31, 2020, the Company has net operating loss carryforwards of approximately $4,234,000 available to offset future taxable income with no expiration. Realization of the deferred tax assets, which relate to operating loss carry-forwards and timing differences, is dependent on future earnings. The timing and amount of future earnings are uncertain and therefore the Company has established a 100% valuation allowance. As of December 31, 2020, the U.S. Federal and Florida income tax returns filed prior to 2017 are no longer subject to examination by the respective taxing authorities. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 10 – CONVERTIBLE PREFERRED STOCK In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value and no liquidation value. The Series A Preferred has an 8% dividend paid quarterly and is convertible into one share of common stock. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights. In January 2016, the Company issued 1,562,500 shares of the Series A Preferred Stock. On March 14, 2018, all those shares were sold to MAAB, a non-affiliate of CPSM, Inc. Cumulative undeclared Series A Preferred dividends were $27,500 and $17,500 at December 31, 2020 and 2019, respectively. On May 4, 2018, the Board of Directors of Astro Aerospace Ltd. authorized 10,000 shares of the Series B Convertible Preferred Stock, par value $0.001 per share. The Preferred shares are entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred Stock is convertible into 89 shares of common stock and a five year warrant to purchase 89 shares of common stock at an exercise price of $11.25 per share. On May 8, 2018, the Company issued all of the 10,000 authorized Series B Preferred shares in the acquisition of certain assets from Confida Aerospace Ltd. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 11 – WARRANTS As part of the 8% Senior Secured Convertible Promissory Note issuance, the Company issued warrants to acquire up to an aggregate 22,935 shares of the Company’s common stock at an exercise price of $7.65 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on November 21, 2018, date of issuance, $8.55, strike price $7.65, time to expiration, five years, five year Treasury constant maturity rate, 2.33%, volatility 253% and no In the second tranche, the Company issued warrants to acquire up to an aggregate 28,110 shares of the Company’s common stock at an exercise price of $6.00 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on February 12, 2019, date of issuance, $4.95, strike price $6.00, time to expiration, five years, five year Treasury constant maturity rate, 2.34%, volatility 173% and no A summary of the warrant activity follows: Price per Warrants outstanding Exercise price per share Share on Date of Issuance Balance, December 31, 2018 911,602 7.65 — 8.55 — Granted -Convertible Promissory Note 28,110 6.00 4.95 Expired — — — Balance, December 31, 2019 and 2020 939,712 6.00 — 4.95 — |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 12 Months Ended |
Dec. 31, 2020 | |
Equity Purchase Agreement And Registration Rights Agreement [Abstract] | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 12 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same Investor who provided the funding with the 8% Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company ’ Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company ’ ’ ’ ’ ’ On August 26, 2019, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company committed to 40,000 Commitment Shares (as defined in the Equity Purchase Agreement) to the Investor. These shares are initially being issued pursuant to the Section 4(a)(2) exemption and will be registered pursuant to the Registration Rights Agreement. Subsequent to the Agreement and prior to the issuance of the Commitment Shares, the Company renegotiated the payment to 20,000 shares of common stock. The fair value of the Commitment Shares as of August 26, 2019 was $48,300. The fair value was entirely expensed in the year ended December 31, 2019. As of December 31, 2019, the Company had not issued any stock under the Equity Purchase Agreement. the Company put a total of 333,333 shares of common stock at prices ranging from $0.515 and $1.539 for total proceeds of $287,228, Subsequent to December 31, 2020, the Company has put 120,000 shares at prices ranging from $2.44 to $2.85 per share for total proceeds of $314,416. The Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by November 25, 2019; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event, within 120 days after the execution date of the definitive agreements). The Company filed a Registration Statement on Form S-1 with the Commission on November 25, 2019 and the S-1 was declared effective on December 27, 2019. |
2014 STOCK AWARDS PLAN
2014 STOCK AWARDS PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Stock Awards Plan [Abstract] | |
2014 STOCK AWARDS PLAN | NOTE 13 — In November 2014, the On March 14, 2018, the Company cancelled all 216,667 outstanding stock options under the 2014 Stock Awards Plan, with 100,000 of the stock options exchanged for two 10% Convertible Promissory Notes with a six month maturity, which were subsequently converted into common stock in September 2018. Consequently, there are 7,000,000 shares available for issuance at December 31, 2020. There are no outstanding stock options at December 31, 2020 or 2019. |
SECTION 16(A) BENEFICIAL OWNERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 12 Months Ended |
Dec. 31, 2020 | |
Beneficial Ownership Reporting Compliance Disclosure [Abstract] | |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | NOTE 14 - SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the Company must file a Form 4 reporting the acquisition or disposition of Company ’ ’ ’ |
COVID-19 PANDEMIC
COVID-19 PANDEMIC | 12 Months Ended |
Dec. 31, 2020 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 PANDEMIC | NOTE 15 — The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets as well as the global financial markets. Governments have imposed laws requiring social distancing, travel bans and quarantine, and these laws may limit access to the Company ’ ’ ’ ’ ’ ’ ’ |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16 — The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheet date through April 14, 2021 (the consolidated financial statement issuance date) and noted the following disclosures: Reverse Common Stock Split On October 8, 2020, the Company ’ “ ” Binding Letter of Intent On February 17, 2021, the registrant entered into a binding letter of intent to acquire all of the issued and outstanding securities of Horizon Aircraft Inc. ( “ ” Pursuant to the binding letter of intent, the registrant shall acquire all of the issued and outstanding common shares of Horizon in exchange for 5,000,000 common shares of the registrant. If, following the Closing, Horizon develops a 1:2 scale test prototype of an eVTOL aircraft that can fly in accordance with mutually agreed upon parameters (a “ ” The registrant will provide Horizon with a minimum of USD $1,500,000 to be used as a first year operating budget and will advance (A) an amount mutually agreed upon by the registrant and Horizon to fund Horizon ’ Horizon shareholders will enter into customary lock-up agreements whereby they agree not to sell of dispose of the registrant ’ ’ Effective on Closing, the registrant shall have entered in employment agreements with certain key employees of Horizon. Additionally, the registrant shall appoint one nominee of Horizon to the registrant ’ Business Advisory Agreement On February 10, 2021, the registrant entered into Business Advisory Agreements with SBC Investments Ltd. and KTAP LLC ( “ KTAP ” ) to provide such advice and services to the registrant as may be reasonably requested by the registrant concerning equity and/or debt financings, strategic planning, merger and acquisition possibilities and business development activities. The term of the agreements is for twelve months and shall automatically renew for additional one year periods unless terminated in writing not less than thirty days prior to the expiration date. The registrant shall pay SBC Investments Ltd. a one-time fee of 1,500 Series B preferred shares of the registrant for the introduction and subsequent closing of the acquisition of Horizon. The fee will be payable once the acquisition has closed and $5,000,000 has been raised. The registrant shall pay SBC Investments a fee equal to five ’ If the registrant completes a business combination, other than Horizon, with a public or private company on which SBC Investments worked, the registrant shall pay SBC Investments a fee equal to 2.5% of the registrant ’ The registrant shall pay KTAP LLC a one-time fee of 200,000 common shares of the registrant due upon the milestones agreement between the registrant and KTAP. The registrant shall pay KTAP a fee equal to one ’ ’ If the registrant completes a business combination with a public or private company on which KTAP worked, the registrant shall pay KTAP a fee equal to 0.5% of the registrant ’ Both advisors agreed not to introduce the registrant to any potential financing source who is a U.S. Person and will not engage in any “ ” The registrant granted both advisors piggyback registration rights. Placement Agent Agreement On February 8, 2021, the registrant entered into a Placement Agent Agreement with Kingswood Capital Markets ( “ ” “ ” The registrant shall pay Kingswood a cash fee equal to an aggregate of eight ’ five Kingswood shall have tail financing rights for six months following the termination of the Placement Agent Agreement. Additionally, Kingswood shall have right of first refusal to act as sole investment banker, sole book-runner and/or sole placement agent for a period of six months after the offering is completed. Partial Sale of the 8% Senior Secured Convertible Promissory Note The Investor entered into a Note Purchase Agreement with an independent third party investor to sell $800,000 principal amount of the 8% Senior Secured Convertible Promissory Note in three tranches starting January 15, 2021. The tranches are 30 days apart and the principal amounts sold are $300,000 in the first tranche, $300,000 in the second tranche and $200,000 in the third tranche. With the sale of the third tranche, the original Investor had completely disposed of its Note holdings. The independent third party investor subsequently sold $300,000 in principal amount of the Note to SBC on February 12, 2021 and additionally sold $200,000 in principal amount of the Note to SBC on March 12, 2021. On February 12, 2021, SBC converted $300,000 principal amount of the Note at $0.60 into 500,000 shares. On March 12, 2021, SBC converted $200,000 in principal amount of the Note and $3,945 in accrued interest at $0.60 per share into 339,908 of the Company ’ Issuance of 8% Senior Secured Convertible Promissory Note, dated March 5, 2021 On March 5, 2021, the Company issued an 8% Senior Secured Convertible Promissory Note ( “ ” The note is convertible into common shares of the Company at a price which is the lower of: (i) 80% of the lowest volume weighted average price in the five ’ “ ” As additional consideration for the investment, the Company issued a Warrant to acquire up to an aggregate of 120,000 shares of the Company ’ The Note has a BCF, which was valued, along with the warrants, on a relative fair value method. The warrant fair value was $369,671 (limited by the relative fair value calculation) and the BCF fair value was $488,788 for a total debt discount of $858,459. The exercise price was $4.25 per share which converts into 294,118 common shares. The common stock price at the valuation date was $4.66 per share, and the effective conversion price was calculated as $2.99, so that the BCF was calculated to be $1.67 per share valuing the BCF at $488,788. Additional Stock Issuances On January 6, 2021, the Company issued 14,493 common shares to SRAX, Inc. for payment of services, which include investor intelligence, investor relations and marketing. On January 11, 2021, the Investor converted $29,175 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4376 into 66,667 shares of the Company ’ On January 11, 2021, the Company put 40,000 common shares at $2.439 under the Equity Purchase Agreement and received $97,313 in net proceeds. On January 19, 2020, the Company put 40,000 common shares at $2.8496 under the Equity Purchase Agreement and received $113,735 in net proceeds. On January 20, 2021, the Investor converted $60,600 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 133,333 shares of the Company ’ On January 22, 2021, a third party investor who had purchased $800,000 in principal amount of the 8% Senior Secured Convertible Promissory Notes from the original Investor, converted $30,000 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $1.20 into 25,000 shares of the Company ’ On January 25, 2021, the same third party investor converted $300,000 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.60 into 500,000 shares of the Company ’ On January 26, 2021, two Series B Preferred investors converted 9,500 shares of the Series B Preferred into 844,233 shares of the Company ’ On January 29, 2021, the Company put 40,000 common shares at $2.5905 under the Equity Purchase Agreement and received $103,368 in net proceeds. On January 29, 2021, the Investor converted $44,850 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 98,679 shares of the Company ’ On February 9, 2021, the Investor converted $37,158 of the principal amount of the 8% Senior Secured Convertible Promissory Note at $0.4545 into 81,755 shares of the Company ’ On February 12, 2021, SBC converted $300,000 principal amount of the Note at $0.60 into 500,000 shares. On March 12, 2021, SBC converted $200,000 in principal amount of the Note and $3,945 in accrued interest at $0.60 per share into 339,908 of the Company ’ Complete Conversion of the 8% Senior Secured Convertible Promissory Note As of March 12, 2021, the last conversion of $200,000 in principal amount of the Note, both tranches of the Note have been completely converted into common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). |
Cash | Cash All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. |
Intangible Assets - Acquired In-Process Research and Development | Intangible Assets — Acquired in-process research and development ( “ ” |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values. In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. |
Convertible Notes, Warrants and Beneficial Conversion Feature ("BCF") | Convertible Notes, Warrants and Beneficial Conversion Feature ( “ ” The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic BCF of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity. Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method. The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model and recorded as a liability on the consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “ ” If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note. The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes and as additional paid-in-capital. Discount on the convertible notes is amortized to interest expense over the life of the debt. |
Research and Development | Research and Development Research and development costs are expensed as incurred. |
Income Taxes | Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “ ” “ ” The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of December 31, 2020. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company computes loss per share in accordance with “ ” “ ” The common stock equivalents are the 8% Senior Secured Convertible Promissory Notes and the Series A and Series B Convertible Preferred Stock. For the years ended December 31, 2020 and 2019, the basic and diluted net loss per share were computed as follows: Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846) $ (2,305,073) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ ( 1,195,846) $ (2,315,073) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes — — Shares Issuable Upon Conversion of Preferred Stock — — — Shares Issuable Upon Conversion of Preferred Stock — — — Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22) $ (0.49) Diluted $ (0.22) $ (0.49) |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss plus the foreign currency translation loss. |
Foreign Currency Translation | Foreign Currency Translation The translation of assets and liabilities for the Company ’ |
Fair Value Measurement | Fair Value Measurement Generally accepted accounting principles establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company ’ |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of IPRD. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments, if any, are reflected in operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Year Ended December 31, 2020 2019 Net Loss Available to Common Stockholders $ (1,185,846) $ (2,305,073) Series A Preferred Stock Dividends 10,000 10,000 Net Loss Available to Common Stockholders and Assumed Conversions $ ( 1,195,846) $ (2,315,073) Weighted Average Shares - Basic 5,324,402 4,753,151 Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes — — Shares Issuable Upon Conversion of Preferred Stock — — — Shares Issuable Upon Conversion of Preferred Stock — — — Weighted Average Shares - Diluted 5,324,402 4,753,151 Net Loss Per Common Share: Basic $ (0.22) $ (0.49) Diluted $ (0.22) $ (0.49) |
FAIR VALUE ESTIMATES (Tables)
FAIR VALUE ESTIMATES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Cash, Notes Payable and Loans | Quoted Prices Significant Significant (Level 1) (Level 2) (Level 3) Carrying Value At December 31, 2020: Assets Cash $ 38,517 $ 38,517 Liabilities 8% Senior Secured Convertible Promissory Note $ 688,166 $ 688,166 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 121,691 $ 121,691 Loan from MAAB $ 1,209,350 $ 1,209,350 At December 31, 2019: Assets Cash $ 1,159 $ 1,159 Liabilities 8% Senior Secured Convertible Promissory Note, $ 983,524 $ 983,524 8% Senior Secured Convertible Promissory Note issued December 2, 2019 $ 149,546 $ 149,546 Loan from MAAB $ 750,017 $ 750,017 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax rates and statutory federal rates from continuing operations | 2020 2019 Rate Amount Rate Amount Income Tax benefit at US statutory rate 21 % $ 249,028 21 % $ 484,065 State taxes, net of federal benefit 6 % 65,546 5 % 114,471 Change in valuation allowance (27 )% (313,574 ) (26 )% (598,536 ) — $ — — $ — |
Schedule of deferred tax assets | Deferred Income Tax Assets: 2020 2019 Net Operational Loss Carryforwards $1,073,486 $ 703,548 Intangible Assets 1,309,790 1,415,989 Research & Development Costs 403,990 366,868 Other, Net 20,940 7,227 Gross Deferred Income Tax Assets $2,808,206 $ 2,493,632 Less: Valuation Allowance (2,808,206) (2,493,632) Net Deferred Income Tax Asset $ — $ — |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Activity | Price per Warrants outstanding Exercise price per share Share on Date of Issuance Balance, December 31, 2018 911,602 7.65 — 8.55 — Granted -Convertible Promissory Note 28,110 6.00 4.95 Expired — — — Balance, December 31, 2019 and 2020 939,712 6.00 — 4.95 — |
NATURE OF OPERATIONS (Narrative
NATURE OF OPERATIONS (Narrative) (Details) - USD ($) | Apr. 14, 2021 | Oct. 08, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 05, 2021 | Aug. 26, 2019 | May 21, 2019 |
Net loss | $ (1,185,846) | $ (2,305,073) | |||||
Cash in operations | 653,882 | ||||||
Working capital | 1,071,951 | ||||||
Current assets | 114,298 | 62,299 | |||||
Accumulated Deficit | (11,502,721) | (10,316,875) | |||||
Promissory note from MAAB | 1,209,350 | 750,017 | |||||
8% senior convertible promissory note | $ 688,166 | $ 694,431 | |||||
Common Stock [Member] | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-15 | ||||||
Equity Purchase Agreement [Member] | Minimum [Member] | |||||||
Stock price per share | $ 0.515 | ||||||
Equity Purchase Agreement [Member] | Maximum [Member] | |||||||
Stock price per share | $ 1.539 | ||||||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||
Stock price per share | $ 2.44 | ||||||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||
Stock price per share | $ 2.85 | ||||||
Equity Purchase Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||
Number of common stock sale | 453,333 | ||||||
Proceeds from sale of common shares | $ 601,644 | ||||||
Equity Purchase Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||
Stock price per share | $ 0.52 | ||||||
Equity Purchase Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||
Stock price per share | $ 2.85 | ||||||
Equity Purchase And Registration Rights Agreement [Member] | |||||||
Agreed value of shares to be purchased under the agreement | $ 5,000,000 | ||||||
Promissory Notes Payable [Member] | MAAB Global Limited (MAAB), Parent Company [Member] | |||||||
Promissory note from MAAB | $ 1,209,350 | ||||||
Amount available under the terms of the note | 40,650 | ||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | |||||||
8% senior convertible promissory note | 688,166 | $ 307,798 | |||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | |||||||
8% senior convertible promissory note | $ 121,691 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Basic And Diluted Net Loss Per Share [Line Items] | ||
Net Loss Available to Common Stockholders | $ (1,185,846) | $ (2,305,073) |
Series A Preferred Stock Dividends | 10,000 | 10,000 |
Net Loss Available to Common Stockholders and Assumed Conversions | $ (1,195,846) | $ (2,315,073) |
Weighted-Average Shares - Basic | 5,324,402 | 4,753,151 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 0 |
Weighted-Average Shares - Diluted | 5,324,402 | 4,753,151 |
Net Loss Per Common Share: | ||
Basic | $ (0.22) | $ (0.49) |
Diluted | $ (0.22) | $ (0.49) |
Series A Convertible Preferred Stock [Member] | ||
Basic And Diluted Net Loss Per Share [Line Items] | ||
Shares Issuable Upon Conversion of Preferred Stock | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Basic And Diluted Net Loss Per Share [Line Items] | ||
Shares Issuable Upon Conversion of Preferred Stock | 0 | 0 |
FAIR VALUE ESTIMATES (Details)
FAIR VALUE ESTIMATES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash | $ 38,517 | $ 1,159 |
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | 983,524 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 121,691 | 149,546 |
Loan from MAAB | 1,209,350 | 750,017 |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Assets | ||
Cash | 38,517 | 1,159 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | 983,524 |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 121,691 | 149,546 |
Loan from MAAB | $ 1,209,350 | $ 750,017 |
8% SENIOR SECURED CONVERTIBLE_2
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (Narrative) (Details) - USD ($) | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Feb. 12, 2019 | Nov. 21, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 29, 2020 |
Debt Instrument [Line Items] | |||||||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |||||||
Amortization of Note Discounts | $ 440,017 | $ 1,191,894 | |||||||
Note issued to independent third party investor | 30,000 | ||||||||
Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of Inducement common shares (Shares) | 10,417 | ||||||||
Issuance of Inducement common shares | $ 10 | ||||||||
8% Senior Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 575,682 | $ 1,383,636 | |||||||
Total investment | $ 1,200,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||
Debt instrument description | The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. | The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%. | The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. | On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. | |||||
Original issue discount | $ 17,046 | ||||||||
Debt instrument maturity description | Each tranche matured 6 months after the issue date | ||||||||
Debt instrument maturity date | Jun. 30, 2020 | ||||||||
Debt instrument conversion terms | The Note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date, which created a BCF valued at greater than the total principal amount of the Note issued of $149,546. The exercise price was $0.5625 per share which converts into 265,859 common shares. The common stock price at the valuation date was $1.95 per share and the conversion price was calculated as $0.5625, so that the BCF was calculated to be $1.3875 per share valuing the BCF at $368,879. | The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. | |||||||
Debt instrument collateral terms | Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of April 14, 2021, 174,034,699 shares available to be issued. | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 132,500 | ||||||||
Principal amount | $ 149,546 | ||||||||
Unamortized debt discount | 125,453 | ||||||||
Amortization of Note Discounts | 24,093 | ||||||||
Value of principal portion of debt converted into shares of common stock | $ 27,855 | ||||||||
No of shares issued in conversion of debt | 40,000 | ||||||||
Accrued interest | $ 145,606 | 83,557 | |||||||
Accrued interest on Note | 12,073 | 1,927 | |||||||
Note issued to independent third party investor | 688,166 | $ 30,000 | |||||||
8% Senior Secured Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Value of principal portion of debt converted into shares of common stock | $ 320,829 | $ 657,247 | |||||||
No of shares issued in conversion of debt | 470,810 | 229,102 | |||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 701,818 | ||||||||
Original issue discount | 81,818 | ||||||||
Debt Instrument, Fee Amount | 20,000 | ||||||||
Proceeds from senior convertible promissory note | $ 600,000 | ||||||||
Debt instrument maturity date | May 21, 2019 | ||||||||
Debt instrument conversion terms | effective conversion price was calculated as $4.40, so that the BCF was calculated to be $4.20 per share valuing the BCF at $523,326. | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.63 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 523,326 | ||||||||
Total debt discount | 694,447 | ||||||||
Unamortized debt discount | 865,796 | ||||||||
Amortization of Note Discounts | $ 163,978 | $ 534,682 | $ 58,250 | ||||||
No of shares issued in conversion of debt | 124,768 | ||||||||
Stock price at valuation date | $ 8.60 | ||||||||
Accrued interest | $ 24,118 | $ 116,957 | |||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,935 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.65 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 171,121 | ||||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of Inducement common shares (Shares) | 10,417 | ||||||||
Issuance of Inducement common shares | $ 89,531 | ||||||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 257,135 | $ 681,818 | |||||||
Original issue discount | 81,818 | ||||||||
Proceeds from senior convertible promissory note | $ 600,000 | ||||||||
Debt instrument maturity date | Aug. 12, 2019 | ||||||||
Debt instrument conversion terms | effective conversion price was calculated as $3.06, so that the BCF was calculated to be $2.19 per share valuing the BCF at $403,689. | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.7125 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 403,689 | ||||||||
Total debt discount | 606,827 | ||||||||
Unamortized debt discount | 108,425 | $ 525,009 | 230,843 | ||||||
Amortization of Note Discounts | $ 498,402 | $ 134,717 | |||||||
No of shares issued in conversion of debt | 183,655 | ||||||||
Stock price at valuation date | $ 5.25 | ||||||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,110 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 121,320 |
DEFAULT AND FORBEARANCE ON TH_2
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (Narrative) (Details) - USD ($) | Mar. 12, 2021 | Mar. 05, 2021 | Feb. 12, 2021 | Jan. 15, 2021 | Jun. 30, 2020 | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Nov. 21, 2018 | Jan. 25, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 02, 2020 | Jan. 29, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||
8% senior convertible promissory note | $ 688,166 | $ 694,431 | ||||||||||||||
Long-term Debt, Gross | 30,000 | |||||||||||||||
Amortization of Note Discounts | 440,017 | 1,191,894 | ||||||||||||||
Sale of convertible promissory note, principal amount | 600,000 | |||||||||||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
8% senior convertible promissory note | $ 307,798 | 688,166 | ||||||||||||||
Accrued interest | $ 24,118 | 116,957 | ||||||||||||||
Principle Balance | 709,862 | |||||||||||||||
Debt default terms | The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest. | |||||||||||||||
Debt instrument maturity date | May 21, 2019 | |||||||||||||||
Amortization of Note Discounts | $ 163,978 | 534,682 | $ 58,250 | |||||||||||||
Principal amount of Note | $ 701,818 | |||||||||||||||
Number of shares issued upon conversion of debt | 124,768 | |||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
8% senior convertible promissory note | $ 805,649 | |||||||||||||||
Accrued interest | 145,606 | 83,557 | ||||||||||||||
Debt instrument description | The initial tranche principal of $149,546 was issued, with an OID of $17,046, the pro-rated portion of the $68,182 OID for the entire principal amount of $575,682, a $7,500 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $125,000. | The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%. | The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019. | On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. | ||||||||||||
Debt instrument maturity date | Jun. 30, 2020 | |||||||||||||||
Forbearance agreement outstanding principal and accrued interest | $ 1,062,784 | |||||||||||||||
Long-term Debt, Gross | 688,166 | $ 30,000 | ||||||||||||||
Forbearance penalty | $ 257,135 | |||||||||||||||
Amortization of Debt Issuance Costs | $ 289,093 | 97,747 | ||||||||||||||
Amortization of Note Discounts | 24,093 | |||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | ||||||||||||||
Principal amount of Note | $ 575,682 | $ 1,383,636 | ||||||||||||||
Principal amount sold, periodic payments | 149,546 | |||||||||||||||
Number of shares issued upon conversion of debt | 40,000 | |||||||||||||||
Principal portion of note converted into shares of common stock | $ 27,855 | |||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | |||||||||||||||
Principal amount of Note | $ 1,250,000 | |||||||||||||||
Number of shares issued upon conversion of debt | 294,118 | |||||||||||||||
Principal portion of note converted into shares of common stock | $ 200,000 | |||||||||||||||
Conversion price per share | $ 4.25 | |||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | SBC Investments Ltd. [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | |||||||||||||||
Number of shares issued upon conversion of debt | 339,908 | 500,000 | ||||||||||||||
Principal portion of note converted into shares of common stock | $ 200,000 | $ 300,000 | ||||||||||||||
Conversion price per share | $ 0.60 | $ 0.60 | ||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | Independent third party investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Sale of convertible promissory note, principal amount | $ 800,000 | |||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||
Principal amount of Note | $ 800,000 | |||||||||||||||
Number of shares issued upon conversion of debt | 500,000 | 25,000 | ||||||||||||||
Principal portion of note converted into shares of common stock | $ 300,000 | $ 30,000 | ||||||||||||||
Conversion price per share | $ 0.60 | $ 1.20 | ||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Subsequent Event [Member] | Independent third party investor [Member] | SBC Investments Ltd. [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount of Note | $ 200,000 | $ 300,000 | ||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | First Tranche [Member] | Subsequent Event [Member] | Independent third party investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount sold, periodic payments | $ 300,000 | |||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Second Tranche [Member] | Subsequent Event [Member] | Independent third party investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount sold, periodic payments | 300,000 | |||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | Third Tranche [Member] | Subsequent Event [Member] | Independent third party investor [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount sold, periodic payments | $ 200,000 | |||||||||||||||
First 8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
8% senior convertible promissory note | $ 149,546 | |||||||||||||||
Accrued interest | $ 4,910 | |||||||||||||||
Debt instrument maturity date | Nov. 28, 2020 | |||||||||||||||
Forbearance agreement outstanding principal and accrued interest | $ 156,276 | 852,282 | ||||||||||||||
Long-term Debt, Gross | $ 983,524 | |||||||||||||||
Forbearance penalty | $ 25,471 |
PROMISSORY NOTE FROM MAAB (Narr
PROMISSORY NOTE FROM MAAB (Narrative) (Details) - Promissory Notes Payable [Member] - MAAB Global Limited (MAAB), Parent Company [Member] - USD ($) | Mar. 14, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument maximum borrowing capacity | $ 1,250,000 | ||
Debt instrument maturity date | Feb. 28, 2022 | ||
Debt instrument interest rate terms | The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. | ||
Accrued interest | $ 207,915 | $ 89,797 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Tax benefit at US statutory rate - Percent | 21.00% | 21.00% |
State taxes, net of federal benefit - Percent | 6.00% | 5.00% |
Change in valuation allowance - Percent | (27.00%) | (26.00%) |
Effective income tax rates and the statutory federal rates - Percent | 0.00% | 0.00% |
Income Tax benefit at US statutory rate | $ 249,028 | $ 484,065 |
State taxes, net of federal benefit | 65,546 | 114,471 |
Change in valuation allowance | (313,574) | (598,536) |
Effective income tax rates and the statutory federal rates | $ 0 | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net Operational Loss Carryforwards | $ 1,073,486 | $ 703,548 |
Intangible Assets | 1,309,790 | 1,415,989 |
Research & Development Costs | 403,990 | 366,868 |
Other, Net | 20,940 | 7,227 |
Gross Deferred Income Tax Assets | 2,808,206 | 2,493,632 |
Less: Valuation Allowance | (2,808,206) | (2,493,632) |
Net Deferred Income Tax Asset | $ 0 | $ 0 |
INCOME TAX (Narrative) (Details
INCOME TAX (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 4,234,000 |
Operating loss carryforward limitations on use | offset future taxable income with no expiration |
Percentage of valuation allowance | 100.00% |
CONVERTIBLE PREFERRED STOCK (Na
CONVERTIBLE PREFERRED STOCK (Narrative) (Details) - USD ($) | May 04, 2018 | Jan. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 |
Preferred Stock - Series A [Member] | |||||
Convertible Preferred Stock [Line Items] | |||||
Preferred stock, shares authorized | 50,000,000 | ||||
Preferred stock, par value per share | $ 0.0001 | ||||
Preferred stock dividend terms | The Series A Preferred has an 8% dividend paid quarterly | ||||
Preferred stock conversion terms | convertible into one share of common stock. | ||||
Stock Issued During Period, Shares, New Issues | 1,562,500 | ||||
Preferred Stock - Series A [Member] | MAAB Global Limited (MAAB) [Member] | |||||
Convertible Preferred Stock [Line Items] | |||||
Cumulative undeclared series A preferred dividends | $ 27,500 | $ 17,500 | |||
Preferred Stock - Series B [Member] | |||||
Convertible Preferred Stock [Line Items] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Preferred stock, par value per share | $ 0.001 | ||||
Preferred stock dividend terms | The Preferred shares are entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company | ||||
Preferred stock conversion terms | each share of Preferred Stock is convertible into 89 shares of common stock and a five year warrant to purchase 89 shares of common stock at an exercise price of $11.25 per share. | ||||
Preferred stock liquidation preference | Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis. |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants Outstanding | ||
Outstanding -beginning | 939,712 | 911,602 |
Granted - Convertible Promissory Note | 28,110 | 28,110 |
Expired | 0 | 0 |
Outstanding - end | 939,712 | 939,712 |
Exercise Price Per Share | ||
Granted - Convertible Promissory Note | $ 6 | $ 6 |
Expired | 0 | 0 |
Price Per Share On Date Of Issuance | ||
Granted - Convertible Promissory Note | 4.95 | 4.95 |
Expired | 0 | 0 |
Minimum [Member] | ||
Exercise Price Per Share | ||
Outstanding -beginning | 6 | 7.65 |
Outstanding - end | 6 | 6 |
Price Per Share On Date Of Issuance | ||
Outstanding -beginning | 4.95 | 8.55 |
Outstanding - end | 4.95 | 4.95 |
Maximum [Member] | ||
Exercise Price Per Share | ||
Outstanding -beginning | 11.25 | 11.25 |
Outstanding - end | 11.25 | 11.25 |
Price Per Share On Date Of Issuance | ||
Outstanding -beginning | 15 | 15 |
Outstanding - end | $ 15 | $ 15 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Feb. 12, 2019 | Nov. 21, 2018 |
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | ||
Fair value assumptions - warrants: | ||
Exercise price of warrants | $ 5.63 | |
Beneficial conversion feature of convertible debt | $ 523,326 | |
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Warrant [Member] | ||
Fair value assumptions - warrants: | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black Scholes Model | |
Number of common shares called by warrants | 22,935 | |
Exercise price of warrants | $ 7.65 | |
Share Price | 8.55 | |
Strike price | $ 7.65 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Five year treasury constant maturity rate | 2.33% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 253.00% | |
Dividend yield | 0.00% | |
Fair value of warrants | $ 171,121 | |
Fair value of each warrant | $ 8.51 | |
Fair value of warrant in aggregate | $ 195,271 | |
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | ||
Fair value assumptions - warrants: | ||
Exercise price of warrants | $ 3.7125 | |
Beneficial conversion feature of convertible debt | $ 403,689 | |
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | Warrant [Member] | ||
Fair value assumptions - warrants: | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | Black Scholes Model | |
Number of common shares called by warrants | 28,110 | |
Exercise price of warrants | $ 6 | |
Share Price | 4.95 | |
Strike price | $ 6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |
Five year treasury constant maturity rate | 2.34% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 173.00% | |
Dividend yield | 0.00% | |
Fair value of warrants | $ 121,320 | |
Fair value of each warrant | $ 5.25 | |
Fair value of warrant in aggregate | $ 147,580 |
EQUITY PURCHASE AGREEMENT AND_2
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Narrative) (Details) - USD ($) | Mar. 05, 2021 | Aug. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Proceeds for equity purchase agreement | $ 247,120 | $ 0 | ||
Equity Purchase And Registration Rights Agreement [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Agreement description | Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement. | |||
Agreed Value Of Shares To Be Purchased Under Agreement | $ 5,000,000 | |||
Number of shares committed to be issued under the agreement | 40,000 | |||
Number of commitment shares renegotiated | 20,000 | |||
Fair value of commitment shares recorded as deferred offering cost | $ 48,300 | |||
Equity Purchase Agreement [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock issued for equity purchase agreement | 333,333 | |||
Proceeds for equity purchase agreement | $ 287,228 | |||
Equity Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock issued for equity purchase agreement | 120,000 | |||
Proceeds for equity purchase agreement | $ 314,416 | |||
Equity Purchase Agreement [Member] | Minimum [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock price per share | $ 0.515 | |||
Equity Purchase Agreement [Member] | Minimum [Member] | Subsequent Event [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock price per share | $ 2.44 | |||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock price per share | $ 1.539 | |||
Equity Purchase Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | ||||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | ||||
Stock price per share | $ 2.85 |
2014 STOCK AWARDS PLAN (Narrati
2014 STOCK AWARDS PLAN (Narrative) (Details) - shares | Mar. 14, 2018 | Nov. 30, 2014 | Dec. 31, 2020 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares available for issuance | 7,000,000 | ||
2014 Stock Awards Plan [Member] | Stock Options [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares authorized to be issued under stock awards plan | 7,000,000 | ||
Stock awards plan description | For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Company’s common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan. | ||
Stock options cancelled | 216,667 | ||
2014 Stock Awards Plan [Member] | Stock Options [Member] | Two 10% Convertible Promissory Notes [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Stock options exchanged for debt | 100,000 |
SECTION 16(A) BENEFICIAL OWNE_2
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE (Narrative) (Details) | Aug. 30, 2019USD ($) |
Mr. Bent - Chief Executive Officer [Member] | |
Beneficial Ownership Reporting Compliance. [Line Items] | |
Other Nonoperating Income | $ 178,394 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | Mar. 12, 2021USD ($)$ / sharesshares | Mar. 05, 2021USD ($)Day$ / sharesshares | Feb. 12, 2021USD ($)$ / sharesshares | Feb. 10, 2021USD ($)shares | Feb. 09, 2021USD ($)$ / sharesshares | Jan. 15, 2021USD ($) | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021shares | Oct. 08, 2020 | Dec. 02, 2019USD ($) | Feb. 17, 2021USD ($)shares | Jan. 29, 2021USD ($)$ / sharesshares | Jan. 26, 2021shares | Jan. 25, 2021USD ($)$ / sharesshares | Jan. 22, 2021USD ($)$ / sharesshares | Jan. 20, 2021USD ($)$ / sharesshares | Jan. 19, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Apr. 14, 2021shares | Feb. 08, 2021 | Nov. 21, 2018USD ($) |
Subsequent Event [Line Items] | ||||||||||||||||||||||
Sale of convertible promissory note, principal amount | $ 600,000 | |||||||||||||||||||||
Common stock shares authorized | shares | 250,000,000 | 250,000,000 | ||||||||||||||||||||
8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | ||||||||||||||||||||
Principal amount sold, periodic payments | $ 149,546 | |||||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 27,855 | |||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 40,000 | |||||||||||||||||||||
Principal amount of Note | 575,682 | $ 1,383,636 | ||||||||||||||||||||
Beneficial conversion feature of convertible debt | $ 132,500 | |||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Two Series B Preferred Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Preferred stock shares converted | shares | 9,500 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | |||||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 200,000 | |||||||||||||||||||||
Conversion price per share | $ / shares | $ 4.25 | |||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 294,118 | |||||||||||||||||||||
Principal amount of Note | $ 1,250,000 | |||||||||||||||||||||
Convertible Promissory Note, commissions and expenses | $ 25,000 | |||||||||||||||||||||
Percentage of lowest volume weighted average price | 80.00% | |||||||||||||||||||||
Number of trading days | Day | 5 | |||||||||||||||||||||
Percentage of shares issuable upon full conversion of the promissory note | 500.00% | |||||||||||||||||||||
Common stock shares authorized | shares | 250,000,000 | |||||||||||||||||||||
Common stock shares are available to be issued | shares | 174,034,699 | |||||||||||||||||||||
Stock price | $ / shares | $ 4.66 | |||||||||||||||||||||
Fair value of warrant limited by relative fair value calculation | $ 369,671 | |||||||||||||||||||||
Beneficial conversion feature of convertible debt | 488,788 | |||||||||||||||||||||
Debt discount | $ 858,459 | |||||||||||||||||||||
Beneficial Conversion Feature effective stock price | $ / shares | $ 2.99 | |||||||||||||||||||||
Beneficial Conversion Feature convertible stock price | $ / shares | $ 1.67 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent third party investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Sale of convertible promissory note, principal amount | $ 800,000 | |||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 300,000 | $ 30,000 | ||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | $ 1.20 | ||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 500,000 | 25,000 | ||||||||||||||||||||
Principal amount of Note | $ 800,000 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent third party investor [Member] | First Tranche [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal amount sold, periodic payments | $ 300,000 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent third party investor [Member] | Second Tranche [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal amount sold, periodic payments | 300,000 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Independent third party investor [Member] | Third Tranche [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal amount sold, periodic payments | $ 200,000 | |||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Senior Secured Convertible Promissory Notes, interest rate | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 37,158 | $ 29,175 | $ 44,850 | $ 60,600 | ||||||||||||||||||
Conversion price per share | $ / shares | $ 0.4545 | $ 0.4376 | $ 0.4545 | $ 0.4545 | ||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 81,755 | 66,667 | 98,679 | 133,333 | ||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | SBC Investments Ltd. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal portion of note converted into shares of common stock | 200,000 | $ 300,000 | ||||||||||||||||||||
Amount of accrued interest of original debt converted | $ 3,945 | |||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.60 | $ 0.60 | ||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 339,908 | 500,000 | ||||||||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | SBC Investments Ltd. [Member] | Independent third party investor [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal amount of Note | $ 200,000 | $ 300,000 | ||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Reverse common stock split | 1-for-15 | |||||||||||||||||||||
Common Stock [Member] | 8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Principal portion of note converted into shares of common stock | $ 320,829 | $ 657,247 | ||||||||||||||||||||
Number of shares issued upon conversion of debt | shares | 470,810 | 229,102 | ||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Two Series B Preferred Investors [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Convertible preferred stock, common stock shares issued upon conversion | shares | 844,233 | |||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | SRAX, Inc. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of shares issued for services | shares | 14,493 | |||||||||||||||||||||
Warrant [Member] | Subsequent Event [Member] | 8% Senior Secured Convertible Promissory Note [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock called by warrant | shares | 120,000 | |||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 5 | |||||||||||||||||||||
Fair value of warrants | $ 524,904 | |||||||||||||||||||||
Method used for calculation of fair value of warrants | Black Scholes Model | |||||||||||||||||||||
Stock price | $ / shares | $ 4.66 | |||||||||||||||||||||
Warrant, time to expiration | 5 years | |||||||||||||||||||||
Stock volatility rate | 169.00% | |||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||
Constant Maturity Treasury Rate | 0.382% | |||||||||||||||||||||
Letter of intent [Member] | Subsequent Event [Member] | Horizon Aircraft Inc. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Common stock issued in exchange for issued and outstanding common shares acquired | shares | 5,000,000 | |||||||||||||||||||||
Minimum amount to be used as first year operating budget | $ 1,500,000 | |||||||||||||||||||||
Amount used to fund 60 day budget from initial advance | 750,000 | |||||||||||||||||||||
Amount used on three month anniversary of Closing | $ 750,000 | |||||||||||||||||||||
Letter of intent [Member] | Subsequent Event [Member] | Horizon Aircraft Inc. [Member] | Working Prototype developed within 12 months of closing [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Additional common stock issued to current shareholders | shares | 2,000,000 | |||||||||||||||||||||
Letter of intent [Member] | Subsequent Event [Member] | Horizon Aircraft Inc. [Member] | Working Prototype developed within 18 months of closing [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Additional common stock issued to current shareholders | shares | 1,500,000 | |||||||||||||||||||||
Business Advisory Agreement [Member] | Subsequent Event [Member] | SBC Investments Ltd. [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Percentage of equity issued in an equity financing as fee | 5.00% | |||||||||||||||||||||
Percentage of issued and outstanding common stock | 2.50% | |||||||||||||||||||||
Business Advisory Agreement [Member] | Subsequent Event [Member] | SBC Investments Ltd. [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of shares issued for services | shares | 1,500 | |||||||||||||||||||||
Value of shares issued for services | $ 5,000,000 | |||||||||||||||||||||
Business Advisory Agreement [Member] | Subsequent Event [Member] | KTAP LLC [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Percentage of equity issued in an equity financing as fee | 1.00% | |||||||||||||||||||||
Percentage of issued and outstanding common stock | 0.50% | |||||||||||||||||||||
Business Advisory Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | KTAP LLC [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of shares issued for services | shares | 200,000 | |||||||||||||||||||||
Placement Agent Agreement [Member] | Subsequent Event [Member] | Kingswood Capital Markets [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Percentage of gross proceeds raised in placement as cash fee | 8.00% | |||||||||||||||||||||
Percentage of warrants to purchase common stock sold in the placement | 5.00% | |||||||||||||||||||||
Percentage of price per common share equal to exercise price of warrants | 110.00% | |||||||||||||||||||||
Equity Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock issued | shares | 40,000 | |||||||||||||||||||||
Value of common stock issued | $ 113,735 | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.8496 | |||||||||||||||||||||
Equity Purchase Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||
Number of common stock issued | shares | 40,000 | 40,000 | ||||||||||||||||||||
Value of common stock issued | $ 97,313 | $ 103,368 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 2.439 | $ 2.5905 |