Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Astro Aerospace Ltd. | |
Entity Central Index Key | 0001425203 | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment to the registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 is to furnish revised Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurring subsequent to the filing of the 10-Q. | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
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 Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 325,923 | $ 38,517 |
Other Receivables | 39,429 | 75,781 |
Promissory Note Receivable | 275,000 | |
Other Assets | 1,688 | |
Total Current Assets | 642,040 | 114,298 |
Acquired In-Process Research and Development | 871,000 | 871,000 |
Deposits | 126,242 | 18,125 |
Total Assets | 1,639,282 | 1,003,423 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 393,044 | 376,392 |
8% Senior Secured Convertible Promissory Note | 688,166 | |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 121,691 | |
8% Senior Secured Convertible Promissory Note issued March 5, 2021, net of discount of $1,008,367 | 241,633 | |
Promissory Note from MAAB | 963,203 | |
Total Current Liabilities | 1,597,880 | 1,186,249 |
Long Term Liability | ||
Promissory Note from MAAB | 1,209,350 | |
Total Liabilities | 1,597,880 | 2,395,599 |
Commitments and Contingencies (Notes 13 and 15) | ||
Stockholders' Deficit | ||
Common Stock, $0.001 par value, 250,000,000 Shares Authorized, 8,448,380 and 5,724,312 shares Issued and Outstanding at March 31, 2021 and December 31, 2020 | 8,448 | 5,724 |
Accumulated Other Comprehensive Loss | (108,314) | (75,419) |
Accumulated Deficit | (12,549,886) | (11,502,721) |
Total Stockholders' Equity (Deficit) | 41,402 | (1,392,176) |
Total Liabilities and Stockholders' Equity (Deficit) | 1,639,282 | 1,003,423 |
Additional Paid-In Capital Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 124,844 | 124,844 |
Additional Paid - In Capital Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 357,810 | 7,156,204 |
Additional Paid - In Capital Common Stock [Member] | ||
Stockholders' Deficit | ||
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock | 12,208,343 | 2,899,026 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, $0.0001 par value, 50,000,000 shares authorized, 1562,500 shares issued and Outstanding at March 31, 2021 and December 31, 2020 Series B Convertible Preferred Stock, $0.001 par value, 10,000 Shares Authorized, 500 and 10,000 Shares Issued and Outstanding at March 31, 2021 and December 31, 2020 | 156 | 156 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Series A Convertible Preferred Stock, $0.0001 par value, 50,000,000 shares authorized, 1562,500 shares issued and Outstanding at March 31, 2021 and December 31, 2020 Series B Convertible Preferred Stock, $0.001 par value, 10,000 Shares Authorized, 500 and 10,000 Shares Issued and Outstanding at March 31, 2021 and December 31, 2020 | $ 1 | $ 10 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
8% Senior Secured Convertible Promissory Note issued March 5, 2021, net of discount | $ 1,008,367 | |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 8,448,380 | 5,724,312 |
Common Stock, Shares, Outstanding | 8,448,380 | 5,724,312 |
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 | 500 | 10,000 |
Preferred Stock, Shares Outstanding | 500 | 10,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating Expenses: | ||
Sales and Marketing | 564,040 | 82,425 |
General and Administrative | 190,579 | 67,870 |
Research and Development | 47,391 | 29,769 |
Total Operating Expenses | 802,010 | 180,064 |
Loss from Operations | (802,010) | (180,064) |
Other Expense | ||
Interest Expense, Net | 243,500 | 285,559 |
Bank and Financing Fees | 1,655 | 507 |
Total Other Expense | 245,155 | 286,066 |
Loss Before Income Tax | (1,047,165) | (466,130) |
Income Tax | 0 | 0 |
Net Loss | (1,047,165) | (466,130) |
Less: Preferred Stock Dividends | 2,500 | 2,500 |
Net Loss Available to Common Stockholders | $ (1,049,665) | $ (468,630) |
Net Loss per Common Share: | ||
Basic | $ (0.14) | $ (0.09) |
Diluted | $ (0.14) | $ (0.09) |
Weighted-Average Number of Common Shares Outstanding - Basic | 7,341,116 | 5,044,230 |
Weighted-Average Number of Common Shares Outstanding - Diluted | 7,341,116 | 5,044,230 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net Loss | $ (1,047,165) | $ (466,130) |
Foreign Currency Translation (Loss) Gain | (32,895) | 138,665 |
Comprehensive Loss | $ (1,080,060) | $ (327,465) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital Series A Preferred [Member] | Additional Paid In Capital Series B Preferred [Member] | Additional Paid In Capital Common [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance preferred stock, shares at Dec. 31, 2019 | 1,562,500 | 10,000 | |||||||
Balance common stock, shares at Dec. 31, 2019 | 4,880,115 | ||||||||
Balance, value at Dec. 31, 2019 | $ 156 | $ 10 | $ 4,880 | $ 124,844 | $ 7,156,204 | $ 2,263,958 | $ (20,098) | $ (10,316,875) | $ (786,921) |
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), shares | 215,285 | ||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), value | $ 215 | 166,509 | 166,724 | ||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs, shares | 36,667 | ||||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs, value | $ 37 | 41,844 | 41,881 | ||||||
Foreign Currency Translation Gain (Loss) (unaudited) | 138,665 | 138,665 | |||||||
Net loss | (466,130) | (466,130) | |||||||
Balance preferred stock , shares at Mar. 31, 2020 | 1,562,500 | 10,000 | |||||||
Balance common stock, shares at Mar. 31, 2020 | 5,132,067 | ||||||||
Balance, value at Mar. 31, 2020 | $ 156 | $ 10 | $ 51,320 | 124,844 | 7,156,204 | 2,472,311 | 118,567 | (10,783,005) | $ (905,781) |
Balance preferred stock, shares at Dec. 31, 2020 | 1,562,500 | 10,000 | |||||||
Balance common stock, shares at Dec. 31, 2020 | 5,724,312 | 5,724,312 | |||||||
Balance, value at Dec. 31, 2020 | $ 156 | $ 10 | $ 5,724 | 124,844 | 7,156,204 | 2,899,026 | (75,419) | (11,502,721) | $ (1,392,176) |
Issuance of inducement shares (Unaudited), shares | 14,493 | ||||||||
Issuance of inducement shares (Unaudited) | $ 15 | 43,681 | 43,696 | ||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), shares | 1,745,342 | ||||||||
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), value | $ 1,745 | 1,003,982 | 1,005,727 | ||||||
Partial Conversion of the Series B Convertible Preferred Stock, shares | (9,500) | 844,233 | |||||||
Partial Conversion of the Series B Convertible Preferred Stock, value | $ (9) | $ 844 | (6,798,394) | 6,797,559 | |||||
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note, Issued March 5, 2021 (Unaudited) | 369,671 | 369,671 | |||||||
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note, Issued March 5, 2021 (Unaudited) | 780,128 | 780,128 | |||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs, shares | 120,000 | ||||||||
Puts of Common Stock Under the Equity Purchase Agreement, net of issuance costs, value | $ 120 | 314,296 | 314,416 | ||||||
Foreign Currency Translation Gain (Loss) (unaudited) | (32,895) | (32,895) | |||||||
Net loss | (1,047,165) | $ (1,047,165) | |||||||
Balance preferred stock , shares at Mar. 31, 2021 | 1,562,500 | 500 | |||||||
Balance common stock, shares at Mar. 31, 2021 | 8,448,380 | 8,448,380 | |||||||
Balance, value at Mar. 31, 2021 | $ 156 | $ 1 | $ 8,448 | $ 124,844 | $ 357,810 | $ 12,208,343 | $ (108,314) | $ (12,549,886) | $ 41,402 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs of common stock under Equity Purchase Agreement | $ 750 | $ 9,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow from Operating Activities: | ||
Net Loss | $ (1,047,165) | $ (466,130) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: | ||
Amortization of Note Discounts | 166,432 | 247,802 |
Issuance of Common Stock for Services | 43,696 | |
Change in Operating Assets and Liabilities: | ||
Other Receivables | 36,352 | 2,773 |
Promissory Note Receivable | (275,000) | |
Deposits | (108,117) | 4,341 |
Other Current Asset | (1,688) | |
Bank Overdraft | 13,809 | |
Accounts Payable and Accrued Liabilities | 212,522 | 41,226 |
Net Cash Used In Operating Activities | (972,968) | (156,179) |
Cash Flow from Financing Activities: | ||
Promissory Note from MAAB | (246,147) | (15,933) |
Proceeds from 8% Senior Secured Convertible Promissory Note, Issued March 5, 2021, net of $25,000 issuance costs | 1,225,000 | |
Puts of Common Stock Under the Equity Purchase Agreement | 314,416 | 32,288 |
Net Cash Provided By Financing Activities | 1,293,269 | 16,355 |
Effect of Foreign Currency Translation (Loss) Gain | (32,895) | 138,665 |
Net Increase (Decrease) in Cash | 287,406 | (1,159) |
Cash at the Beginning of the Period | 38,517 | 1,159 |
Cash at the End of the Period | 325,923 | 0 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash Paid During the Period for: Interest | 0 | 16,727 |
Supplemental Disclosures of Non-Cash Information: | ||
Conversion of 8% Senior Secured Convertible Promissory Notes into Common Stock | 809,857 | 166,724 |
Common Stock Issued for Accrued Interest on 8% Senior Secured Convertible Promissory Notes | 195,870 | |
Discounts Issued with 8% Senior Secured Convertible Promissory Notes, Issued March 5, 2021 | 1,174,799 | |
Amortization to interest expense of Debt Discount from the 8% Senor Secured Convertible Promissory Notes, Issued March 5, 2021 | $ 166,432 | |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note | 173,671 | |
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note, Issued December 2, 2019 | 74,131 | |
Receivable Related to Puts of Common Stock Under the Equity Purchase Agreement | $ 9,593 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2021 | |
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 (“MAAB”), the majority stockholder and parent of Astro, acquired control of CPSM, Inc. On March 24, 2018 the articles of incorporation were amended to change the name of the Company from CPSM, Inc. to Astro Aerospace Ltd. As of March 31, 2021, the Company has one subsidiary, Astro Aerospace Ltd. (Canada), which is incorporated in Canada and is used to record Canadian dollar expenditures in order to recover refunds of the Goods and Services Tax in Canada. In 2018, the Company acquired in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. The drone is in an early development stage. The Company expects that it will be marketing the aircraft sometime in in the second quarter of 2022. To date, no commercial applications have been found which would accept the product. Going Concern The accompanying condensed 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 condensed consolidated financial statements, for the three months ended March 31, 2021 the Company had a net loss of $1,047,165 and used $972,968 cash in operations, and at March 31, 2021, had negative working capital of $955,840, current assets of $642,040, and an accumulated deficit of $12,549,886. 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 condensed 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 $963,203 and there is $286,797 available under the terms of the note at March 31, 2021. The Company has also raised funds through independent capital sources, of which the Company had two Senior Secured Convertible Promissory Notes, both were fully converted in the first quarter of 2021, and another 8% Senior Secured Convertible Promissory Note issued March 5, 2021 for $1,250,000, less $25,000 for commissions and expenses, with an outstanding balance of $241,633, net of discounts, at March 31, 2021. 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 ’ “ ” 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — Principles of Consolidation The condensed 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 unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and the Securities and Exchange Commission ("SEC") rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company's condensed consolidated financial position as of March 31, 2021 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2021. The accompanying unaudited, condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, included in the Company's Form 10-K, which was filed with the SEC on April 15, 2021. 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. Promissory Note Receivable On March 3, 2021, the Company advanced $275,000 to Horizon Aircraft, Inc. ( “ ” ’ Further, the Company shall forgive up to $100,000 of the Note upon the Borrower, at least five days prior to the Note ’ “ ” Intangible Assets — Acquired in-process research and development ( “ ” the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. A valuation by an independent third party was performed for the years ended December 31, 2020 and 2019, and no further impairment expense was required. 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 warrants. 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 Notes 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 March 31, 2021 and 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 three months ended March 31, 2021 and 2020, the basic and diluted net loss per share were computed as follows : Three Months Ended March 31, 2021 2020 Net Loss $ (1,047,165 ) $ (466,130 ) Series A Preferred Stock Dividends 2,500 2,500 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,049,665 ) $ (468,630 ) Weighted Average Shares - Basic 7,341,116 5,044,230 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 7,341,116 5,044,230 Net Loss Per Common Share: Basic $ (0.14 ) $ (0.09 ) Diluted $ (0.14 ) $ (0.09 ) Comprehensive Loss Comprehensive loss consists of net loss plus the foreign currency translation (loss) gain. Foreign Currency Translation The translation of assets and liabilities for the Company ’ Fair Value Measurement GAAP 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 condensed 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 condensed 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 — In August 2020, the Financial Accounting Standards Board ( “ ” “ ” “ — — ’ ’ ” The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity ’ 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 ’ condensed consolidated financial statements if and when future convertible securities are issued. The adoption of this ASU is not expected to have a material impact on the Company's condensed consolidated financial statements. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 the Company did have a cash balance that was $75,923 in excess of federally insured limits. The Company does not anticipate non-performance by its financial institution. |
FAIR VALUE ESTIMATES
FAIR VALUE ESTIMATES | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its promissory note receivable, 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 — Level 2 — Level 3 — The estimated fair value of the cash, note receivable, notes payable, and loan at March 31, 2021 and December 31, 2020 were as follows: Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Carrying Value At March 31, 2021: Assets Cash $ 335,923 $ 325,923 Promissory Note Receivable $ 275,000 $ 275,000 Liabilities 8% Senior Secured Convertible Promissory Note, Issued March 5, 2021 $ 241,633 $ 241,633 Loan from MAAB $ 1,250,000 $ 1,250,000 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 |
8% SENIOR SECURED CONVERTIBLE P
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | NOTE 6 — Note Issuance November 21, 2018 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 was 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 was 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. 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 10, “ ” 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 three months ended March 31, 2020, the Company amortized $58,250, 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 10, “ ” “ ” Additional amortization of the debt discount into interest expense during the three months ended March 31, 2020 was $115,421. During the year ended December 31, 2020, the remaining debt discount was amortized to interest expense. During the three months ended March 31, 2020, the Investor converted $166,724 in principal amount of the Note into 215,285 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 ” ). Partial Sales, Conversions and Final Disposition of the Note On January 29, 2020, the Investor sold $30,000 principal amount of the Note to the same independent third party investor. 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 were 30 days apart and the principal amounts sold were $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. On January 22, the independent third party investor converted $30,000 in principal amount of the Note at $0.455 into 25,000 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 shares of the Company ’ Note Issuance December 2, 2019 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 ’ 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 three months ended March 31, 2020. During the year ended December 31, 2020, the remaining debt discount was amortized to interest expense. During the three months ended March 31, 2020, there were no conversions of the Note into shares of the Company ’ s common stock. During the three months ended March 31, 2021, the Investor converted the remaining principal amount, $121,691 plus accrued interest into 298,679 shares of common stock. The Note has been completely converted into common stock. The Company had accrued interest of $12,612 before the complete conversion of the Note during the three months ended March 31, 2021 and $12,073 of accrued interest on the Note as of December 31, 2020. 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 “ ” 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 trading days prior to the date of the lender ’ “ ” As additional consideration for the investment, the Company issued Warrants to acquire up to an aggregate of 120,000 shares of the Company ’ ’ ’ — common stock. The inputs for the model were: stock price, $ , exercise price, $ , time to expiration, , stock volatility, %, 5 Year Constant Maturity Treasury Rate, % and no dividends. 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 $780,128 for a total debt discount of $1,149,798. The exercise price was $3.50 per share which converts into 356,704 common shares. The common stock price at the valuation date was $4.66 per share, and the effective conversion price was calculated as $2.47, so that the BCF was calculated to be $2.19 per share valuing the BCF at $780,128. During the three months ended March 31, 2021, the Company amortized $166,432 of the debt discounts into interest expense. At March 31, 2021, total accrued interest on the Note was $7,123, which is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. |
DEFAULT AND FORBEARANCE ON THE
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES | NOTE 7 — 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 was no forbearance agreement in place, both the Investor and Company continued 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. As of March 12, 2021, both tranches of the Notes have been completely converted into common stock (see Note 6, “ |
PROMISSORY NOTE FROM MAAB
PROMISSORY NOTE FROM MAAB | 3 Months Ended |
Mar. 31, 2021 | |
Promissory Note [Abstract] | |
PROMISSORY NOTE FROM MAAB | NOTE 8 – PROMISSORY NOTE FROM MAAB 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 $246,897 March 31, 2021 and $207,915 at December 31, 2020. The accrued interest expense is included in accounts payable and accrued liabilities in the accompanying condensed consolidated balance sheets. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 9 – 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 $30,000 at March 31, 2021 and $27,500 at December 31, 2020, 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. In January 2021, Confida assigned 9,500 shares of the Preferred Stock to two investors and on January 26, 2021, the two investors converted 9,500 shares of the Series B Preferred into 844,233 shares of the Company ’ 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 | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 10 – 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 ’ no “ ” — In the second tranche, the Company issued warrants to acquire up to an aggregate 28,110 shares of the Company ’ no “ ” — As part of the 8% Senior Secured Convertible Promissory Note, issued March 5, 2021, the Company issued warrantw to acquire up to an aggregate of 120,000 shares of the Company ’ ’ “ Convertible Promissory Notes ” — no A summary of the warrant activity follows: Warrants outstanding Exercise price per share Price per Share on Date of Issuance Balance, December 31, 2019 939,712 $6.00 – $ $4.95 –$ Granted — $— $— Expired — $ — $ — Balance, 939,712 $6.00 – $ $4.95 – $ Balance, December 31, 2020 939,712 $6.00 – $ $4.95 – $ Granted 120,000 $ 5.00 $ 4.66 Expired — $ — $ — Balance, March 31, 2021 1,059,712 $5.00-$11.25 $4.66-$15.00 |
EQUITY PURCHASE AGREEMENT AND R
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 3 Months Ended |
Mar. 31, 2021 | |
Equity Purchase Agreement And Registration Rights Agreement [Abstract] | |
EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | NOTE 11 - 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 were 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. During the three months ended March 31, 2020, the Company put a total of 36,667 shares of common stock at prices ranging from $0.984 and $1.539 for total proceeds of $41,881, net of issuance costs. During the three months ended March 31, 2021, the Company put 120,000 shares at prices ranging from $2.44 to $2.85 per share for total proceeds of $314,416, net of insurance costs. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Stock Awards Plan [Abstract] | |
2014 STOCK AWARDS PLAN | NOTE 12 - 2014 STOCK AWARDS PLAN 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 March 31, 2021 and December 31, 2020. There are no outstanding stock options at March 31, 2021 and December 31, 2020. |
COVID-19 PANDEMIC
COVID-19 PANDEMIC | 3 Months Ended |
Mar. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 PANDEMIC | NOTE 13 – COVID-19 PANDEMIC 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 ’ ’ ’ ’ ’ ’ ’ |
LETTER OF INTENT, BUSINESS ADVI
LETTER OF INTENT, BUSINESS ADVISORY AND PLACEMENT AGENT AGREEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Letter Of Intent Business Advisory And Placement Agent Agreements [Abstract] | |
LETTER OF INTENT, BUSINESS ADVISORY AND PLACEMENT AGENT AGREEMENTS | NOTE 14 — Binding Letter of Intent On February 17, 2021, the Company entered into a binding letter of intent to acquire all of the issued and outstanding securities of Horizon Aircraft Inc. ( “ ” 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 Company 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 Company and Horizon to fund Horizon ’ Horizon shareholders will enter into customary lock-up agreements whereby they agree not to sell of dispose of the Company ’ ’ Effective on Closing, the Company shall have entered in employment agreements with certain key employees of Horizon. Additionally, the Company shall appoint one nominee of Horizon to the Company ’ Business Advisory Agreement On February 10, 2021, the Company entered into Business Advisory Agreements with SBC Investments Ltd. ( “ ” “ ” The Company shall pay SBC a one-time fee of 1,500 Series B preferred shares of the Company 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 Company shall pay SBC a fee equal to five percent of equity the Company issued in an equity financing on which SBC worked. At SBC ’ ’ If the Company completes a business combination, other than Horizon, with a public or private company on which SBC worked, the Company shall pay SBC Investments a fee equal to 2.5% of the Company ’ The Company shall pay KTAP LLC a one-time fee of 200,000 common shares of the Company due upon the milestones outlined in the agreement between the Company and KTAP. The Company shall pay KTAP a fee equal to one percent of equity the Company issues in an equity financing on which KTAP worked. At KTAP ’ ’ If the Company completes a business combination with a public or private company on which KTAP worked, the Company shall pay KTAP a fee equal to 0.5% of the Company ’ Both advisors agreed not to introduce the Company to any potential financing source who is a U.S. Person and will not engage in any “ ” The Company granted both advisors piggyback registration rights. Placement Agent Agreement On February 8, 2021, the Company entered into a Placement Agent Agreement with Kingswood Capital Markets ( “ ” “ ” The Company shall pay Kingswood a cash fee equal to an aggregate of eight percent of the aggregate gross proceeds raised in the placement. The cash fee shall be paid at the Closing of the placement. As additional compensation, at Closing, the Company shall issue to Kingswood or its designees warrants to purchase shares of the Company ’ 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 — The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from the condensed consolidated balance sheet date through May 24, 2021, (the condensed consolidated financial statement issuance date). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed 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 unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and the Securities and Exchange Commission ("SEC") rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company's condensed consolidated financial position as of March 31, 2021 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2021. The accompanying unaudited, condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, included in the Company's Form 10-K, which was filed with the SEC on April 15, 2021. |
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. |
Promissory Note Receivable | Promissory Note Receivable On March 3, 2021, the Company advanced $275,000 to Horizon Aircraft, Inc. ( “ ” ’ Further, the Company shall forgive up to $100,000 of the Note upon the Borrower, at least five days prior to the Note ’ “ ” |
Intangible Assets - Acquired In-Process Research and Development | Intangible Assets — Acquired in-process research and development ( “ ” the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. A valuation by an independent third party was performed for the years ended December 31, 2020 and 2019, and no further impairment expense was required. |
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 warrants. 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 Notes 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 March 31, 2021 and 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 three months ended March 31, 2021 and 2020, the basic and diluted net loss per share were computed as follows : Three Months Ended March 31, 2021 2020 Net Loss $ (1,047,165 ) $ (466,130 ) Series A Preferred Stock Dividends 2,500 2,500 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,049,665 ) $ (468,630 ) Weighted Average Shares - Basic 7,341,116 5,044,230 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 7,341,116 5,044,230 Net Loss Per Common Share: Basic $ (0.14 ) $ (0.09 ) Diluted $ (0.14 ) $ (0.09 ) |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss plus the foreign currency translation (loss) gain. |
Foreign Currency Translation | Foreign Currency Translation The translation of assets and liabilities for the Company ’ |
Fair Value Measurement | Fair Value Measurement GAAP 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 condensed 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 condensed 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Three Months Ended March 31, 2021 2020 Net Loss $ (1,047,165 ) $ (466,130 ) Series A Preferred Stock Dividends 2,500 2,500 Net Loss Available to Common Stockholders and Assumed Conversions $ (1,049,665 ) $ (468,630 ) Weighted Average Shares - Basic 7,341,116 5,044,230 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 7,341,116 5,044,230 Net Loss Per Common Share: Basic $ (0.14 ) $ (0.09 ) Diluted $ (0.14 ) $ (0.09 ) |
FAIR VALUE ESTIMATES (Tables)
FAIR VALUE ESTIMATES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Cash, Notes Payable and Loans | Quoted Prices In Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Carrying Value At March 31, 2021: Assets Cash $ 335,923 $ 325,923 Promissory Note Receivable $ 275,000 $ 275,000 Liabilities 8% Senior Secured Convertible Promissory Note, Issued March 5, 2021 $ 241,633 $ 241,633 Loan from MAAB $ 1,250,000 $ 1,250,000 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 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Activity | Warrants outstanding Exercise price per share Price per Share on Date of Issuance Balance, December 31, 2019 939,712 $6.00 – $ $4.95 –$ Granted — $— $— Expired — $ — $ — Balance, 939,712 $6.00 – $ $4.95 – $ Balance, December 31, 2020 939,712 $6.00 – $ $4.95 – $ Granted 120,000 $ 5.00 $ 4.66 Expired — $ — $ — Balance, March 31, 2021 1,059,712 $5.00-$11.25 $4.66-$15.00 |
NATURE OF OPERATIONS (Narrative
NATURE OF OPERATIONS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||
Nov. 23, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 05, 2021 | Mar. 05, 2021 | Dec. 31, 2020 | Dec. 02, 2019 | Sep. 11, 2019 | Aug. 26, 2019 | May 21, 2019 | Feb. 12, 2019 | Nov. 21, 2018 | |
Net loss | $ (1,047,165) | $ (466,130) | ||||||||||
Cash in operations | (972,968) | $ (156,179) | ||||||||||
Working capital | 955,840 | |||||||||||
Current assets | 642,040 | $ 114,298 | ||||||||||
Accumulated Deficit | $ (12,549,886) | (11,502,721) | ||||||||||
Promissory note from MAAB | 1,209,350 | |||||||||||
8% senior convertible promissory note | 688,166 | |||||||||||
Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||
Stock price per share | $ 2.44 | $ 0.984 | ||||||||||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||
Stock price per share | $ 2.85 | $ 1.539 | ||||||||||
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 | $ 0.515 | |||||||||||
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 | $ 963,203 | |||||||||||
Amount available under the terms of the note | 286,797 | |||||||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | ||||||||||||
8% senior convertible promissory note | $ 709,862 | $ 307,798 | ||||||||||
Debt Instrument, Face Amount | $ 701,818 | |||||||||||
Debt Instrument, Fee Amount | $ 25,000 | $ 25,000 | 20,000 | |||||||||
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 257,135 | $ 681,818 | ||||||||||
Senior Subordinated Notes [Member] | ||||||||||||
Promissory note from MAAB | $ 241,633 | |||||||||||
8% senior convertible promissory note | $ 805,649 | |||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 1,250,000 | $ 575,682 | $ 1,383,636 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic And Diluted Net Loss Per Share [Line Items] | ||
Net loss | $ (1,047,165) | $ (466,130) |
Series A Preferred Stock Dividends | 2,500 | 2,500 |
Net Loss Available to Common Stockholders and Assumed Conversions | $ (1,049,665) | $ (468,630) |
Weighted Average Shares - Basic | 7,341,116 | 5,044,230 |
Shares Issuable Upon Conversion of 8% Senior Secured Convertible Promissory Notes | 0 | 0 |
Weighted Average Shares - Diluted | 7,341,116 | 5,044,230 |
Net Loss Per Common Share: | ||
Basic | $ (0.14) | $ (0.09) |
Diluted | $ (0.14) | $ (0.09) |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - Horizon Aircraft Inc. [Member] | Mar. 03, 2021USD ($) |
Subordinated Borrowing [Line Items] | |
Advanced to promissory note payable | $ 275,000 |
Amount of forgive to borrower | $ 100,000 |
CONCENTRATIONS OF CREDIT RISK (
CONCENTRATIONS OF CREDIT RISK (Narrative) (Details) | Mar. 31, 2021USD ($) |
Risks and Uncertainties [Abstract] | |
Cash balance | $ 75,923 |
FAIR VALUE ESTIMATES (Details)
FAIR VALUE ESTIMATES (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 325,923 | $ 38,517 |
Promissory Note Receivable | 275,000 | |
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 241,633 | 121,691 |
Loan from MAAB | 1,209,350 | |
Loan from MAAB | 1,250,000 | |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] | ||
Assets | ||
Cash | 335,923 | 38,517 |
Promissory Note Receivable | 275,000 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities | ||
8% Senior Secured Convertible Promissory Note, Net | 688,166 | |
8% Senior Secured Convertible Promissory Note issued December 2, 2019 | 241,633 | 121,691 |
Loan from MAAB | $ 1,209,350 | |
Loan from MAAB | $ 1,250,000 |
8% SENIOR SECURED CONVERTIBLE_2
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTES (Narrative) (Details) - USD ($) | Mar. 12, 2021 | Mar. 05, 2021 | Feb. 12, 2021 | Jan. 15, 2021 | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Feb. 12, 2019 | Nov. 21, 2018 | Jan. 25, 2021 | Jan. 22, 2021 | Jan. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 05, 2021 |
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument description | 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%. | |||||||||||||||
Debt instrument conversion terms | 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 trading days prior to the date of the lender’s notice of conversion and (ii) $4.25. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. | |||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||||||||
Stock issued as additional consideration for debt, value | $ 43,696 | |||||||||||||||
Amortization of Note Discounts | 166,432 | $ 247,802 | ||||||||||||||
Accrued interest | $ 7,123 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock issued as additional consideration for debt, shares | 14,493 | |||||||||||||||
Stock issued as additional consideration for debt, value | $ 15 | |||||||||||||||
Senior Subordinated Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,250,000 | $ 575,682 | $ 1,383,636 | $ 1,250,000 | ||||||||||||
Total investment | $ 1,200,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 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 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 | effective conversion price was calculated as $2.47, so that the BCF was calculated to be $2.19 per share valuing the BCF at $780,128 | 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 was 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 was 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 May 24, 2021, 174,034,699 shares are available to be issued. | 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. | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.50 | |||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 780,128 | $ 132,500 | ||||||||||||||
Principal amount | $ 149,546 | |||||||||||||||
Total debt discount | $ 1,149,798 | |||||||||||||||
Conversion price per share | $ 0.60 | $ 4.25 | $ 0.60 | $ 0.60 | $ 0.455 | |||||||||||
Amortization of Note Discounts | 24,093 | |||||||||||||||
No of shares issued in conversion of debt | 356,704 | |||||||||||||||
Stock price at valuation date | $ 4.66 | |||||||||||||||
Principal amount of the Note sold to third party investor | $ 800,000 | |||||||||||||||
Accrued interest | 151,212 | $ 145,606 | ||||||||||||||
Accrued interest on Note | 12,612 | 12,073 | ||||||||||||||
Senior Subordinated Notes [Member] | Warrant [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 120,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 524,904 | |||||||||||||||
Warrants fair value reduced | $ 369,671 | |||||||||||||||
Stock price at date of issuance | $ 4.66 | |||||||||||||||
Exercise price | $ 5 | |||||||||||||||
Time to expiration | 5 years | |||||||||||||||
Stock volatility | 169.00% | |||||||||||||||
5 Year Constant Maturity Treasury Rate | 0.382% | |||||||||||||||
Senior Subordinated Notes [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Value of principal portion of debt converted into shares of common stock | $ 200,000 | $ 300,000 | $ 300,000 | $ 30,000 | $ 50,091 | $ 166,724 | ||||||||||
No of shares issued in conversion of debt | 339,908 | 500,000 | 500,000 | 25,000 | 81,755 | 215,285 | ||||||||||
Principal amount of the Note sold to third party investor | $ 200,000 | $ 300,000 | $ 30,000 | |||||||||||||
Accrued interest | $ 3,945 | |||||||||||||||
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 | $ 25,000 | 20,000 | $ 25,000 | |||||||||||||
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. | As of December 31, 2020, all debt discounts have been fully amortized. | ||||||||||||||
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 | 58,250 | ||||||||||||||
No of shares issued in conversion of debt | 124,768 | |||||||||||||||
Stock price at valuation date | $ 8.60 | |||||||||||||||
Principal amount of the Note sold to third party investor | 300,000 | |||||||||||||||
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 | 120,000 | 22,935 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | $ 7.65 | ||||||||||||||
Warrant terms | 5 years | |||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 369,671 | $ 171,121 | ||||||||||||||
Stock price at date of issuance | $ 4.66 | $ 8.55 | ||||||||||||||
Exercise price | $ 5 | $ 7.65 | ||||||||||||||
Time to expiration | 5 years | 5 years | ||||||||||||||
Stock volatility | 0.382% | 253.00% | ||||||||||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Common Stock [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock issued as additional consideration for debt, shares | 10,417 | |||||||||||||||
Stock issued as additional consideration for debt, value | $ 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 | ||||||||||||||
Amortization of Note Discounts | $ 498,402 | $ 115,421 | ||||||||||||||
No of shares issued in conversion of debt | 183,655 | |||||||||||||||
Stock price at valuation date | $ 5.25 | |||||||||||||||
Principal amount of the Note sold to third party investor | 300,000 | |||||||||||||||
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 | |||||||||||||||
Warrant terms | 5 years | 5 years | ||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 121,320 | |||||||||||||||
Stock price at date of issuance | $ 4.95 | |||||||||||||||
Exercise price | $ 6 | |||||||||||||||
Time to expiration | 5 years | |||||||||||||||
Stock volatility | 173.00% | |||||||||||||||
8% Senior Secured Convertible Promissory Note - Third Tranche [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount of the Note sold to third party investor | $ 200,000 |
DEFAULT AND FORBEARANCE ON TH_2
DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Narrative) (Details) - USD ($) | Jun. 30, 2020 | Dec. 02, 2019 | Sep. 11, 2019 | May 21, 2019 | Nov. 21, 2018 | Mar. 14, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | May 05, 2021 | Mar. 12, 2021 | Mar. 05, 2021 | Jun. 02, 2020 |
Debt Instrument [Line Items] | |||||||||||||
8% senior convertible promissory note | $ 688,166 | ||||||||||||
Accrued interest | $ 7,123 | ||||||||||||
Debt instrument description | 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%. | ||||||||||||
Debt instrument carrying amount | 30,000 | ||||||||||||
Amortization of Note Discounts | $ 166,432 | $ 247,802 | |||||||||||
Loan from MAAB | 1,209,350 | ||||||||||||
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
8% senior convertible promissory note | $ 307,798 | 709,862 | |||||||||||
Accrued interest | $ 24,118 | 116,957 | |||||||||||
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 | 58,250 | |||||||||||
Principal amount of Note | $ 701,818 | ||||||||||||
Senior Subordinated Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
8% senior convertible promissory note | $ 805,649 | ||||||||||||
Accrued interest | 151,212 | 145,606 | |||||||||||
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 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 | ||||||||||||
Forbearance penalty | $ 257,135 | ||||||||||||
Amortization of Note Discounts | 24,093 | ||||||||||||
Senior secured convertible promissory notes, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||
Principal amount of Note | $ 575,682 | $ 1,383,636 | $ 1,250,000 | $ 1,250,000 | |||||||||
Loan from MAAB | 241,633 | ||||||||||||
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 | $ 852,282 | $ 156,276 | |||||||||||
Forbearance penalty | $ 25,471 | ||||||||||||
Promissory Notes Payable [Member] | MAAB Global Limited (MAAB), Parent Company [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Accrued interest | 246,897 | $ 207,915 | |||||||||||
Debt instrument maturity date | Feb. 28, 2022 | ||||||||||||
Debt instrument maximum borrowing capacity | $ 1,250,000 | ||||||||||||
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. | ||||||||||||
Loan from MAAB | $ 963,203 |
PROMISSORY NOTE FROM MAAB (Narr
PROMISSORY NOTE FROM MAAB (Narrative) (Details) - USD ($) | Mar. 14, 2018 | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Accrued interest | $ 7,123 | ||
Promissory Notes Payable [Member] | MAAB Global Limited (MAAB), Parent Company [Member] | |||
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 | $ 246,897 | $ 207,915 |
CONVERTIBLE PREFERRED STOCK (Na
CONVERTIBLE PREFERRED STOCK (Narrative) (Details) - USD ($) | May 04, 2018 | Jan. 26, 2021 | Jan. 31, 2016 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Mar. 31, 2020 | Dec. 31, 2019 |
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 outstanding | 1,562,500 | 1,562,500 | 1,562,500 | 1,562,500 | ||||
Preferred Stock - Series A [Member] | MAAB Global Limited (MAAB) [Member] | ||||||||
Convertible Preferred Stock [Line Items] | ||||||||
Cumulative undeclared series A preferred dividends | $ 30,000 | $ 27,500 | ||||||
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 outstanding | 500 | 10,000 | 10,000 | 10,000 | ||||
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. | |||||||
Preferred Stock - Series B [Member] | Two investors [Member] | ||||||||
Convertible Preferred Stock [Line Items] | ||||||||
Preferred stock outstanding | 500 | |||||||
Number of shares assigned | 9,500 | |||||||
Preferred Stock - Series B [Member] | Common Stock [Member] | Two investors [Member] | ||||||||
Convertible Preferred Stock [Line Items] | ||||||||
Number of shares converted | 844,233 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Warrants Outstanding | ||
Balance at beginning | 939,712 | 939,712 |
Granted | 120,000 | 0 |
Expired | 0 | 0 |
Balance at ending | 1,059,712 | 939,712 |
Exercise Price Per Share | ||
Granted | $ 5 | $ 0 |
Expired | 0 | 0 |
Price Per Share On Date Of Issuance | ||
Granted | 4.66 | 0 |
Expired | 0 | 0 |
Minimum [Member] | ||
Exercise Price Per Share | ||
Balance at beginning | 6 | 6 |
Balance at ending | 5 | 6 |
Price Per Share On Date Of Issuance | ||
Balance at beginning | 4.95 | 4.95 |
Balance at ending | 4.66 | 4.95 |
Maximum [Member] | ||
Exercise Price Per Share | ||
Balance at beginning | 11.25 | 11.25 |
Balance at ending | 11.25 | 11.25 |
Price Per Share On Date Of Issuance | ||
Balance at beginning | 15 | 15 |
Balance at ending | $ 15 | $ 15 |
WARRANTS (Narrative) (Details)
WARRANTS (Narrative) (Details) - USD ($) | Mar. 05, 2021 | 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: | |||
Fair value assumption methodology | Black Scholes Model | ||
Number of common shares called by warrants | 120,000 | 22,935 | |
Exercise price of warrants | $ 5 | $ 7.65 | |
Stock price at date of issuance | 4.66 | 8.55 | |
Strike price | $ 5 | $ 7.65 | |
Time to expiration | 5 years | 5 years | |
Five year treasury constant maturity rate | 169.00% | 2.33% | |
Stock volatility | 0.382% | 253.00% | |
Dividend yield | 0.00% | 0.00% | |
Fair value of warrants | $ 369,671 | $ 171,121 | |
Fair value of each warrant | $ 8.51 | ||
Fair value of warrant in aggregate | $ 524,904 | $ 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: | |||
Number of common shares called by warrants | 28,110 | ||
Exercise price of warrants | $ 6 | ||
Stock price at date of issuance | 4.95 | ||
Strike price | $ 6 | ||
Time to expiration | 5 years | ||
Five year treasury constant maturity rate | 2.34% | ||
Stock volatility | 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 ($) | Aug. 26, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | |||
Proceeds for equity purchase agreement | $ 314,416 | $ 32,288 | |
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 the agreement | $ 5,000,000 | ||
No of shares committed to be issued under the agreement | 40,000 | ||
No 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 | 120,000 | 36,667 | |
Proceeds for equity purchase agreement | $ 314,416 | $ 41,881 | |
Equity Purchase Agreement [Member] | Minimum [Member] | |||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | |||
Stock price per share | $ 2.44 | $ 0.984 | |
Equity Purchase Agreement [Member] | Maximum [Member] | |||
Equity Purchase Agreement And Registration Rights Agreement [Line Items] | |||
Stock price per share | $ 2.85 | $ 1.539 |
2014 STOCK AWARDS PLAN (Narrati
2014 STOCK AWARDS PLAN (Narrative) (Details) - shares | Mar. 14, 2018 | Nov. 30, 2014 | Mar. 31, 2021 | Dec. 31, 2020 |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Shares available for issuance | 7,000,000 | 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 |
LETTER OF INTENT, BUSINESS AD_2
LETTER OF INTENT, BUSINESS ADVISORY AND PLACEMENT AGENT AGREEMENTS (Narrative) (Details) - USD ($) | Feb. 10, 2021 | Feb. 17, 2021 | Feb. 08, 2021 |
Letter of intent [Member] | Horizon Aircraft Inc. [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [Line Items] | |||
Common stock issued in exchange for issued and outstanding common shares acquired | 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] | Horizon Aircraft Inc. [Member] | Working Prototype developed within 12 months of closing [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [Line Items] | |||
Additional common stock issued to current shareholders | 2,000,000 | ||
Letter of intent [Member] | Horizon Aircraft Inc. [Member] | Working Prototype developed within 18 months of closing [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [Line Items] | |||
Additional common stock issued to current shareholders | 1,500,000 | ||
Business Advisory Agreement [Member] | SBC Investments Ltd. [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [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] | SBC Investments Ltd. [Member] | Series B Preferred Stock [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [Line Items] | |||
Number of shares issued for services | 1,500 | ||
Value of shares issued for services | $ 5,000,000 | ||
Business Advisory Agreement [Member] | KTAP LLC [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [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] | KTAP LLC [Member] | Common Stock [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [Line Items] | |||
Number of shares issued for services | 200,000 | ||
Placement Agent Agreement [Member] | Kingswood Capital Markets [Member] | |||
Letter Of Intent Business Advisory And Placement Agent Agreements [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% |