Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Oct. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | various edits throughout | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-215496 | |
Entity Registrant Name | Wytec International, Inc. | |
Entity Central Index Key | 0001560143 | |
Entity Tax Identification Number | 46-0720717 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 19206 Huebner Rd. | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78258 | |
City Area Code | (210) | |
Local Phone Number | 233-8980 | |
Title of 12(b) Security | Common Stock | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,228,918 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 113,433 | $ 93,748 |
Accounts receivable | 16,500 | 1,500 |
Inventory | 99,546 | 95,939 |
Total current assets | 229,479 | 191,187 |
Property and equipment, net | 46,871 | 68,560 |
Operating lease, right-of-use assets | 0 | 12,280 |
Total assets | 276,350 | 272,027 |
Current liabilities: | ||
Accounts payable and accrued expenses | 721,857 | 636,364 |
Accounts payable, related party | 245,672 | 271,509 |
Other payable | 335,000 | 335,000 |
Operating lease, right-of-use obligation, current portion | 0 | 11,135 |
Contract liability | 624 | 2,835 |
Notes payable, current portion | 27,549 | 27,751 |
Convertible promissory notes, shareholders | 705,900 | 705,900 |
Convertible promissory notes, current portion | 392,000 | 380,000 |
Promissory notes, shareholders | 935,000 | 860,000 |
Total current liabilities | 3,363,602 | 3,230,494 |
Long-term liabilities: | ||
Operating lease, right-of-use obligation, long term portion | 0 | 1,241 |
Notes payable, long term portion | 7,835 | 21,904 |
Accrued interest | 13,009 | 0 |
Convertible promissory notes, long term portion | 553,000 | 0 |
Total long-term liabilities | 573,844 | 23,145 |
Total liabilities | 3,937,446 | 3,253,639 |
Commitments and contingencies (See Note L) | ||
Stockholders' deficit: | ||
Common stock, par value $0.001 per share, 495,000,000 shares authorized, 12,216,045 and 12,195,166 shares issued and outstanding | 12,215 | 12,194 |
Additional paid-in capital | 25,222,479 | 25,118,101 |
Accumulated deficit | (28,556,686) | (27,798,203) |
Repurchased shares | (80,000) | (80,000) |
Subscriptions payable | 0 | 25,400 |
Treasury stock: | ||
Total stockholders' deficit | (3,661,096) | (2,981,612) |
Total liabilities and stockholders' deficit | 276,350 | 272,027 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | 100 | 100 |
Treasury stock: | ||
Treasury Stock, Preferred, Value | (179,368) | (179,368) |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | 45 | 45 |
Treasury stock: | ||
Treasury Stock, Preferred, Value | (79,882) | (79,882) |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred Stock Value | $ 1 | $ 1 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 12,216,045 | 12,195,166 |
Common stock, shares outstanding | 12,216,045 | 12,195,166 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,100,000 | 4,100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock shares | 100,000 | 100,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 6,650,000 | 6,650,000 |
Preferred stock, shares issued | 44,535 | 44,535 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock shares | 44,535 | 44,535 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 22,811 | $ 3,191 | $ 43,220 | $ 207,236 |
Cost of sales | 28,431 | 2,989 | 35,946 | 180,579 |
Gross profit (loss) | (5,620) | 202 | 7,274 | 26,657 |
Expenses: | ||||
Selling, general and administrative | 322,168 | 426,522 | 638,984 | 901,775 |
Depreciation and amortization | 10,687 | 12,102 | 21,689 | 24,389 |
Operating expenses, net | 332,855 | 438,624 | 660,673 | 926,164 |
Net operating loss | (338,475) | (438,422) | (653,399) | (899,507) |
Other expense: | ||||
Interest expense | 58,479 | 35,588 | 105,084 | 65,760 |
Total other expense | 58,479 | 35,588 | 105,084 | 65,760 |
Net loss | $ (396,954) | $ (474,010) | $ (758,483) | $ (965,267) |
STATEMENTS OF OPERATIONS (Una_2
STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Weighted average number of common shares outstanding - basic | 12,198,378 | 10,820,181 | 12,196,781 | 8,899,555 |
Weighted average number of common shares outstanding - diluted | 12,198,378 | 10,820,181 | 12,196,781 | 8,899,555 |
Net loss per share, basic | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.11) |
Net loss per share, diluted | $ (0.03) | $ (0.04) | $ (0.06) | $ (0.11) |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock Class A [Member] | Preferred Stock Class B [Member] | Preferred Stock Class C [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Class A Preferred Treasury Stock [Member] | Class B Preferred Treasury Stock [Member] | Additional Paid-in Capital [Member] | Repurchased Shares [Member] | Subscriptions Payable [Member] | Subscriptions Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,380 | $ 2,856 | $ 1 | $ 6,954 | $ 0 | $ (179,368) | $ (79,882) | $ 24,278,353 | $ (80,000) | $ 25,400 | $ (140,970) | $ (25,716,546) | $ (1,880,822) |
Beginning balance, shares at Dec. 31, 2021 | 2,380,000 | 2,856,335 | 1,000 | 6,954,366 | 0 | 100,000 | 44,535 | ||||||
Receipt of cash for common stock already issued | 140,970 | 140,970 | |||||||||||
Warrants issued to gain access to line of credit | 31,282 | 31,282 | |||||||||||
Warrants issued with promissory note | 32,573 | 32,573 | |||||||||||
Common stock owed for conversion of accrued interest | 21,875 | 21,875 | |||||||||||
Conversion of warrants to common stock | $ 5 | 24,995 | 25,000 | ||||||||||
Conversion of warrants to common stock, shares | 5,000 | ||||||||||||
Net loss | (491,257) | (491,257) | |||||||||||
Ending balance, value at Mar. 31, 2022 | $ 2,380 | $ 2,856 | $ 1 | $ 6,959 | $ 0 | $ (179,368) | $ (79,882) | 24,367,203 | (80,000) | 47,275 | 0 | (26,207,803) | (2,120,379) |
Ending balance, shares at Mar. 31, 2022 | 2,380,000 | 2,856,335 | 1,000 | 6,959,366 | 0 | 100,000 | 44,535 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 2,380 | $ 2,856 | $ 1 | $ 6,954 | $ 0 | $ (179,368) | $ (79,882) | 24,278,353 | (80,000) | 25,400 | (140,970) | (25,716,546) | (1,880,822) |
Beginning balance, shares at Dec. 31, 2021 | 2,380,000 | 2,856,335 | 1,000 | 6,954,366 | 0 | 100,000 | 44,535 | ||||||
Net loss | (965,267) | ||||||||||||
Ending balance, value at Jun. 30, 2022 | $ 100 | $ 45 | $ 1 | $ 12,050 | $ 0 | $ (179,368) | $ (79,882) | 24,367,203 | (80,000) | 47,275 | 0 | (26,681,813) | (2,594,389) |
Ending balance, shares at Jun. 30, 2022 | 100,000 | 44,535 | 1,000 | 12,051,166 | 0 | 100,000 | 44,535 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 2,380 | $ 2,856 | $ 1 | $ 6,959 | $ 0 | $ (179,368) | $ (79,882) | 24,367,203 | (80,000) | 47,275 | 0 | (26,207,803) | (2,120,379) |
Beginning balance, shares at Mar. 31, 2022 | 2,380,000 | 2,856,335 | 1,000 | 6,959,366 | 0 | 100,000 | 44,535 | ||||||
Conversion of series A preferred stock to common stock | $ (2,280) | $ 2,280 | |||||||||||
Conversion of series A preferred stock to common stock, shares | (2,280,000) | 2,280,000 | |||||||||||
Conversion of series B preferred stock to common stock | $ (2,811) | $ 2,811 | |||||||||||
Conversion of series B preferred stock to common stock, shares | (2,811,800) | 2,811,800 | |||||||||||
Net loss | (474,010) | (474,010) | |||||||||||
Ending balance, value at Jun. 30, 2022 | $ 100 | $ 45 | $ 1 | $ 12,050 | $ 0 | $ (179,368) | $ (79,882) | 24,367,203 | (80,000) | 47,275 | 0 | (26,681,813) | (2,594,389) |
Ending balance, shares at Jun. 30, 2022 | 100,000 | 44,535 | 1,000 | 12,051,166 | 0 | 100,000 | 44,535 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 100 | $ 45 | $ 1 | $ 12,194 | $ 0 | $ (179,368) | $ (79,882) | 25,118,101 | (80,000) | 25,400 | 0 | (27,798,203) | (2,981,612) |
Beginning balance, shares at Dec. 31, 2022 | 100,000 | 44,535 | 1,000 | 12,195,166 | 0 | 100,000 | 44,535 | ||||||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (361,529) | (361,529) | ||||||
Ending balance, value at Mar. 31, 2023 | $ 100 | $ 45 | $ 1 | $ 12,194 | $ 0 | $ (179,368) | $ (79,882) | 25,118,101 | (80,000) | 25,400 | 0 | (28,159,732) | (3,343,141) |
Ending balance, shares at Mar. 31, 2023 | 100,000 | 44,535 | 1,000 | 12,195,166 | 0 | 100,000 | 44,535 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 100 | $ 45 | $ 1 | $ 12,194 | $ 0 | $ (179,368) | $ (79,882) | 25,118,101 | (80,000) | 25,400 | 0 | (27,798,203) | (2,981,612) |
Beginning balance, shares at Dec. 31, 2022 | 100,000 | 44,535 | 1,000 | 12,195,166 | 0 | 100,000 | 44,535 | ||||||
Net loss | (758,483) | ||||||||||||
Ending balance, value at Jun. 30, 2023 | $ 100 | $ 45 | $ 1 | $ 12,215 | $ 0 | $ (179,368) | $ (79,882) | 25,222,479 | (80,000) | 0 | 0 | (28,556,686) | (3,661,096) |
Ending balance, shares at Jun. 30, 2023 | 100,000 | 44,535 | 1,000 | 12,216,045 | 0 | 100,000 | 44,535 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 100 | $ 45 | $ 1 | $ 12,194 | $ 0 | $ (179,368) | $ (79,882) | 25,118,101 | (80,000) | 25,400 | 0 | (28,159,732) | (3,343,141) |
Beginning balance, shares at Mar. 31, 2023 | 100,000 | 44,535 | 1,000 | 12,195,166 | 0 | 100,000 | 44,535 | ||||||
Conversion of note payables into common stock | $ 21 | 104,378 | 104,399 | ||||||||||
Conversion of note payables into common stock, shares | 20,879 | ||||||||||||
Cancellation of subscription payable | (25,400) | (25,400) | |||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | (396,954) | (396,954) | ||||||
Ending balance, value at Jun. 30, 2023 | $ 100 | $ 45 | $ 1 | $ 12,215 | $ 0 | $ (179,368) | $ (79,882) | $ 25,222,479 | $ (80,000) | $ 0 | $ 0 | $ (28,556,686) | $ (3,661,096) |
Ending balance, shares at Jun. 30, 2023 | 100,000 | 44,535 | 1,000 | 12,216,045 | 0 | 100,000 | 44,535 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (758,483) | $ (965,267) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 21,689 | 24,389 |
Amortization of debt discount | 0 | 8,143 |
Amortization of debt issuance costs | 0 | 14,931 |
Reversal of stock based compensation | (25,400) | 0 |
Non-cash operating lease expense | 12,280 | 5,810 |
Decrease (increase) in operating assets | ||
Accounts receivable | (15,000) | 8,812 |
Inventory | (3,607) | 24,952 |
Increase (decrease) in operating liabilities | ||
Accounts payable and accrued expenses | 102,901 | 124,390 |
Accounts payable, related party | (25,837) | 43,561 |
Contract liability | (2,211) | (3,043) |
Operating lease liability | (12,376) | (5,809) |
Net cash used in operating activities | (706,044) | (719,131) |
Cash flows from investing activities | ||
Purchase of equipment | 0 | (848) |
Net cash used in investing activities | 0 | (848) |
Cash flows from financing activities | ||
Proceeds from promissory notes, shareholders | 75,000 | 325,000 |
Proceeds from issuance of convertible promissory notes | 665,000 | 0 |
Proceeds from convertible promissory notes, shareholders | 0 | 100,000 |
Payments on notes payable | (14,271) | (16,752) |
Proceeds from exercise of warrants | 0 | 25,000 |
Proceeds from previously issued common stock | 0 | 140,970 |
Net cash provided by financing activities | 725,729 | 574,218 |
Net increase (decrease) in cash | 19,685 | (145,761) |
Cash - beginning of period | 93,748 | 270,074 |
Cash - end of period | 113,433 | 124,313 |
Supplemental disclosures: | ||
Interest paid | 3,720 | 4,188 |
Non-cash investing and financing activities: | ||
Common stock owed for conversion of accrued interest | 0 | 21,875 |
Conversion of series B preferred stock to common stock | 0 | 2,811 |
Conversion of series A preferred stock to common stock | 0 | 2,280 |
Conversion of note payables and accrued interest to common stock | 104,399 | 0 |
Issuance of detachable warrants with promissory note | 0 | 32,573 |
Issuance of warrants to gain access to line of credit | $ 0 | $ 31,282 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE A – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Description of Business Basis of Accounting Revenue Recognition The Company earns revenues from contracts with customers for sales and installation of cellular enhancement equipment and support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. Revenue from the installation of systems which management believes have an alternative use is recognized upon customer acceptance. This assessment, at contract inception, is based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. During 2023 and 2022, all sales and installation revenue is recognized when the installation was completed. Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is representative of the pattern of delivery on the Company’s obligation under these agreements. The Company has applied the practical expedient that permits the Company to recognize revenue without regard to significant financing components based on the Company’s expectations about the transfer of services and the receipt of payment from customers. The effect of this practical expedient is not material to the Company’s financial statements. Sales tax is recorded on a net basis and excluded from revenue. Inventory Allowance for Doubtful Accounts No Operating Leases Right-of-use Assets and Operating Lease Obligations Stock Based Compensation The fair value of the Company’s equity is approved by the Company’s Board of Directors as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers methodologies and factors it believes are material to the valuation process, including the prior transaction method and the discounted cash flow method of equity valuation. The Company believes the combination of these methodologies and factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. Recently Issued Accounting Pronouncements Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). Effective January 1, 2022, the Company adopted ASU 2021-04: Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Effective January 1, 2023, the Company adopted the provisions of ASU 2016-03: Financial Instruments – Credit Losses (Topic 326) |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE B – GOING CONCERN Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $ 28,556,686 Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time. Management expects to continue to seek additional funding through private or public equity sources and will seek debt financing. |
REVENUE AND ACCOUNTS RECEIVABLE
REVENUE AND ACCOUNTS RECEIVABLE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND ACCOUNTS RECEIVABLE | NOTE C – REVENUE AND ACCOUNTS RECEIVABLE The Company recognizes revenue in accordance with its accounting policy described in NOTE A – SIGNIFICANT ACCOUNTING POLICIES. The Company invoices customers and recognizes accounts receivable in an amount it expects to receive from the customer. The Company has contracted payment terms with its customer of net 30 days. The Company recognized revenue from performance obligations satisfied as of a point in time and over time as disaggregated in the table below. Timing of Revenue Recognition Schedule of disaggregation of revenue For the Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Point in Time $ 16,500 $ – $ 30,500 $ 200,100 Over Time 6,311 3,191 12,720 7,136 $ 22,811 $ 3,191 $ 43,220 $ 207,236 The Company earns revenues from Cel-fi systems and network services. Revenues from the sale and installation of Cel-fi systems, including fixed wireless, SmartDAS, and 4G LTE, totaled $ 16,500 0 30,500 200,100 7,000 0 12,500 163,937 9,500 0 18,000 36,163 Revenues from network and other services totaled $ 6,311 3,191 12,720 7,136 The Company’s contracts for support services are typically for terms of one year or less. The aggregate amount of contract performance obligation as of June 30, 2023 and December 31, 2022 that the Company expects to recognize over the next year is $624 and $2,835, respectively. The Company is under no obligation and is not in the practice of providing customers with returns, rebates, discounts, or refunds. The Company, accordingly, does not recognize these obligations at the time of revenue recognition. The Company may receive future consideration from customers who enter into support agreements. Those services are delivered as of a point in time when the customer requests the service. Future consideration as described is excluded from the transaction price calculated for support agreement performance obligations. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE D – PROPERTY AND EQUIPMENT Property and equipment consist of the following: Schedule of property and equipment June 30, December 31, 2023 2022 Telecommunication equipment and computers $ 299,944 $ 299,944 Vehicle 23,805 23,805 Office furniture and fixtures 9,325 9,325 Less: accumulated depreciation (286,203 ) (264,514 ) $ 46,871 $ 68,560 Depreciation expense for the six months ended June 30, 2023 and June 30, 2022 was $ 21,689 24,389 10,687 12,102 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE E – DEBT The Company’s debt consists of the following: Schedule of debt June 30, December 31, 2023 2022 Notes payable to a financial institution, at 8.75% per annum, with the equipment purchased pledged as collateral and varying due dates through November 2024 $ 35,384 $ 49,655 Unsecured promissory note payable to a director of the Company, at 7% per annum, due in February 2024 625,000 625,000 Unsecured promissory note payable to the president of the Company, at 5% per annum, due in October 2023 10,000 10,000 Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2023 362,000 350,000 Unsecured promissory note payable to a shareholder, at 9.5% per annum, due on December 31, 2023 50,000 50,000 Unsecured promissory note payable to the president of the Company, at 7% per annum, due on March 30, 2024 25,000 25,000 Unsecured promissory note to a director of the Company converted into a convertible promissory note, at 9.5% per annum, due on December 31, 2023 385,658 385,658 Convertible promissory note payable to a shareholder and affiliate of a director of the Company, at 9.5% per annum, due on December 31, 2023 320,242 320,242 Unsecured convertible promissory note payable to a lender, at 9.5% per annum, due on December 31, 2023 30,000 30,000 Unsecured promissory note payable to a director of the Company, at 7% per annum, due on December 31, 2023 150,000 150,000 Unsecured promissory note payable to the president of the Company, at 7% per annum, due in March 2024 25,000 – Unsecured promissory note payable to a shareholder of the Company, at 7% per annum, due in March 2024 50,000 – Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2024 553,000 – Total 2,621,284 1,995,555 Less current maturities (2,060,449 ) (1,973,651 ) Long-term debt, less current portion $ 560,835 $ 21,904 In February 2020, we issued a note in the amount of $ 625,000 7 62,500 80,053 February 13, 2024 In June 2022, we commenced an offering of up to $25,000,000 of 9.5% secured convertible promissory notes (“Notes”) pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “2022 Offering”). The Notes together with all accrued and unpaid interest will be payable on or before December 31, 2023 and are secured by a perfected recorded first priority security interest in the Company’s LP-16 patent. If the Company’s common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding Notes will automatically be converted into shares of the Company’s common stock at a rate equal to the price per share in the public offering. If the Notes have not otherwise been automatically converted into shares of the Company’s common stock, the noteholders (“Noteholders”) will have the option, on or before the maturity date, to convert all or a portion of their outstanding Notes into shares of the Company’s common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting Noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00 (the “Warrants”). The Warrants will be exercisable until December 31, 2023 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s public trading price if the Company’s securities are trading on a public securities trading market. The termination date of this offering was initially September 30. 2022, but it was extended pursuant to the terms of the offering to January 28, 2023. As of June 30, 2023 the Company has issued a total of $ 412,000 50,000 In October 2022, we entered into an exchange agreement (the “Stuart Agreement”) with Mr. Christopher Stuart, a director of the Company, pursuant to which Mr. Stuart exchanged $ 385,658 385,658 9.5 December 31, 2023 In October 2022, we entered into an exchange agreement (the “ERI Agreement”) with Eagle Rock Investments, L.L.C., a limited liability company of which a majority of the outstanding equity is owned by Christopher Stuart, a director of the Company (“ERI”), pursuant to which ERI exchanged $ 320,242 300,000 320,242 9.5 December 31, 2023 In November 2022, we borrowed $ 30,000 9.5 December 31, 2023 In September 2022, the president of the Company loaned the Company $ 25,000 7 In January 2023, the Company borrowed $ 50,000 7 In February 2023, we commenced an offering of up to $25,000,000 of 9.5% secured convertible promissory notes (“2023 Notes”) pursuant to a private placement in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “2023 Offering”). The 2023 Notes together with all accrued and unpaid interest will be payable on or before December 31 2024 and will be secured by a perfected recorded first priority security interest in the Company’s LP-16 patent. If the Company’s common stock is listed on the NASDAQ Capital Markets on or before the maturity date, the outstanding Notes will automatically be converted into shares of the Company’s common stock at a rate equal to the price per share in the public offering. If the Notes have not otherwise been automatically converted into shares of the Company’s common stock, the noteholders (“2023 Noteholders”) will have the option, on or before the maturity date, to convert all or a portion of their outstanding 2023 Notes into shares of the Company’s common stock at a rate equal to $5.00 per share and, immediately upon the conversion, the converting Noteholders will be issued a number of new warrants from the Company equal to the dollar amount of the conversion divided by $5.00 (the “2023 Warrants”). The 2023 Warrants will be exercisable until December 31, 2024 at an exercise price equal to the greater of (i) five dollars ($5.00) or (ii) eighty-five percent (85%) of the 10-day moving average of the Company’s public trading price if the Company’s securities are trading on a public securities trading market. As of June 30, 2023, the Company has issued a total of $ 603,000 50,000 Schedule of long term debt maturities June 30, 2024 $ 2,060,449 2025 560,835 Total Debt $ 2,621,284 |
REPURCHASE AGREEMENT
REPURCHASE AGREEMENT | 6 Months Ended |
Jun. 30, 2023 | |
Repurchase Agreement | |
REPURCHASE AGREEMENT | NOTE F – REPURCHASE AGREEMENT In April 2020, we entered into a Repurchase and General Release Agreement with one shareholder pursuant to which we promised to pay the amount of $200,000 due on December 31, 2020. The agreement stated that the Company was to make $10,000 monthly installments with the balance payable on the maturity date. The agreement contains a feature that allows the Company to extend the maturity date of the amount payable to March 31, 2021 in the Company’s sole discretion, and if the Company exercises this option, the $10,000 monthly installments will continue until the extended maturity date on which date the remaining balance will be due. During the quarter ended December 31, 2020, the Company extended the maturity date under the terms of the agreement to March 2021. The Company made payments in the amount of $80,000 during the period of April 2020 through November 2020, however, the shareholder has not returned the shares so they may be canceled. As the shares had not been returned, the Company is not obligated per the agreement to pay any monies and the $80,000 was paid in good faith that the shares would be returned. The Company is pursuing action against the shareholder to get the shares returned or get the monies paid returned. Until such time, the $ 80,000 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE G – LEASES Short Term Leases The Company leases facilities on a month to month basis. Total lease expense related to this short term lease for the three months ended June 30, 2023 and 2022, totaled $ 18,300 18,300 36,600 36,600 Operating Leases The Company leased facilities and office equipment under various operating leases, which generally are expected to be renewed or replaced by other leases. However, all of these leases were cancelled as of June 30, 2023. For the three month period ended June 30, 2023 and 2022, operating lease expense totaled $ 2,725 2,479 5,355 5,450 |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
WARRANTS | NOTE H – WARRANTS The Company has common stock purchase warrants outstanding at June 30, 2023 to purchase 2,397,812 2,000,000 92,500 244,433 60,879 To calculate the fair value of stock warrants at the date of grant, we use the Black-Scholes option pricing model. The volatility used is based on historical volatilities of selected peer group companies. Management estimated the fair value of the underlying common stock by utilizing the discounted cash flow method and the prior transaction method approaches and determined a fair value of $5.00. Management estimates the average volatility considering current and future expected market conditions. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Each issuance is individually valued according to this procedure as of the date of issuance with volatility estimates between 24% to 50% and risk-free rates 4.87% to 5.50 in the period. In January 2022, the Company issued 40,000 250,000 31,282 0 7,678 0 14,931 7 During February 2022, a total of 5,000 5,000 25,000 In February 2022, the Company issued 17,500 31,892 0 5,429 0 8,143 no In July 2022, the Company entered into a rescission agreement (the “Rescission Agreement”) with a consultant in order to rescind and terminate that certain consulting agreement by and between the Company and the consultant, dated October 1, 2021 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company issued 329,503 common stock purchase warrants to the consultant at an exercise price of $1.00 per share exercisable ten days after an initial public offering of the Company’s common stock (“IPO”) until December 31, 2023 on a cash or cashless basis. The consultant also agreed to provide consulting services to the Company at a rate of $5,000 per month for a period of six months following an IPO. Pursuant to the Rescission Agreement, the warrants were cancelled, the Consulting Agreement was terminated, and the Company issued 25,000 125,000 In December 2022, the Company agreed to extend all warrants that were to mature on December 31, 2022 to December 31, 2023. Due to the modification of the warrants, the original value of each warrant was recalculated utilizing a new expiration date of December 31, 2023 and any incremental increase in the valuation of the warrants was recorded as a warrant expense, regardless if the original warrant was issued in association with a common stock issuance. Total incremental increase in the warrants was $ 68,601 During June 2023, the Company issued 20,879 20,879 104,399 17,792 The following is a summary of activity and outstanding common stock warrants: Schedule of warrant activity # of Warrants Balance, December 31, 2022 2,376,933 Warrants granted 20,879 Warrants exercised – Warrants expired – Balance, June 30, 2023 2,397,812 Exercisable, June 30, 2023 2,397,812 As of June 30, 2023, the outstanding and exercisable warrants have a weighted average remaining term of 0.52 8,231,250 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE I – STOCKHOLDERS’ EQUITY During the fourth quarter of 2021, the Company issued stock at a value of $ 140,970 During the first quarter of 2022, the Company issued a total of 5,000 5,000 25,000 During the third quarter of 2022, the Company issued 25,000 125,000 During the third quarter of 2022, the Company issued 119,000 560,000 Effective April 22, 2022, 2,280,000 2,280,000 Effective April 22, 2022, 2,811,000 2,811,000 During the second quarter of 2023, the Company converted $ 50,000 50,000 4,399 20,879 20,879 17,792 During the second quarter of 2023, the Company cancelled the 5,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE J – RELATED PARTY TRANSACTIONS The Company has an account payable balance owed to Richardson & Associates in the amount of $ 245,672 238,484 17,188 48,561 In 2021, ERI loaned the Company a total of $250,000 and made a line of credit in the amount of $ 250,000 50,000 300,000 20,242 320,242 In January 2022, the Company issued 40,000 40,000 250,000 In February 2020, Christopher Stuart, a director of the Company, purchased 12.5 units, each unit consisting of $ 50,000 5.00 8,750 5.00 43,750 8,750 In February 2022, Christopher Stuart purchased the Unit offered by the Company in its private placement pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, commenced by the Company in February 2022. In April 2022, Mr. Stuart loaned the Company $ 100,000 100,000 In November 2022, Mr. Stuart loaned the Company $ 50,000 7 December 31, 2023 In December 2022, Mr. Stuart loaned the Company $ 100,000 7 December 31, 2023 In October 2021, the president of the Company loaned $ 10,000 5 October 21, 2023 In September 2022, the president of the Company loaned the Company $ 25,000 7 March 30, 2024 In October 2022, the president of the Company entered into an agreement, as amended in November 2022, to exchange 1,000 shares of the Company’s Series C Preferred Stock owned by him for 3,000,000 In January 2023, the president of the Company loaned $ 25,000 7 March 31, 2024 |
CUSTOMER CONCENTRATIONS
CUSTOMER CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATIONS | NOTE K – CUSTOMER CONCENTRATIONS The Company derived $ 41,967 97 202,025 97 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE L – COMMITMENTS AND CONTINGENCIES We are party to various legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings that management believes could have a material adverse effect on our financial statements. In October 2022, the president of the Company entered into an agreement, as amended in November 2022, to exchange 1,000 shares of the Company’s Series C Preferred Stock owned by him for 3,000,000 See NOTE C – REVENUE AND ACCOUNTS RECEIVABLE in regards to commitments related to contracts with customers. See NOTE G - LEASES in regards to commitments related to leases. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE M – SUBSEQUENT EVENTS In July 2023, four investors purchased a total of $161,515 of 2023 Notes pursuant to our 2023 Offering. See NOTE E – DEBT for a description of the 2023 Offering. In July 2023, one Noteholder converted $100,000 of Notes issued pursuant to our 2022 Offering plus accrued but unpaid interest for a total of 21,728 shares of common stock and 21,728 common stock purchase warrants. In August 2023, four investors purchased a total of $340,000 of 2023 Notes pursuant to our 2023 Offering. See NOTE E – DEBT for a description of the 2023 Offering. On August 11, 2023, Robert Sanchez was appointed as the interim chief technology officer of the Company. In September 2023, three investors purchased a total of $245,000 of 2023 Notes pursuant to our 2023 Offering. See NOTE E – DEBT for a description of the 2023 Offering. In September 2023, one Noteholder converted $50,000 of Notes issued pursuant to our 2022 Offering plus accrued but unpaid interest for a total of 11,145 shares of common stock and 11,145 common stock purchase warrants. In October 2023, the Company repaid the $25,000 unsecured promissory note, dated September 15, 2022, plus accrued but unpaid interest in the amount of $1,315 to the president of the Company. In October 2023, three investors purchased a total of $865,000 of 2023 Notes pursuant to our 2023 Offering. See NOTE E – DEBT for a description of the 2023 Offering. In October 2023, the Company issued 25,000 warrants to purchase 25,000 shares of the Company’s common stock to Ms. Erica Perez, the director of operations and corporate secretary of the Company, at an exercise price of $5.00 per share exercisable on a cash or cashless basis for a period of three years from the date of issuance. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Description of Business | Description of Business |
Basis of Accounting | Basis of Accounting |
Revenue Recognition | Revenue Recognition The Company earns revenues from contracts with customers for sales and installation of cellular enhancement equipment and support agreements. Revenue from the sale and installation of cellular enhancement equipment is recognized either when the installation is completed or as the Company installs the cellular enhancement equipment, depending on the complexity of the system, such as the degree of customization of the equipment being installed, and the agreement with the customer. Revenue from the installation of systems which management believes have an alternative use is recognized upon customer acceptance. This assessment, at contract inception, is based on the combination of equipment ordered, the services performed and whether or not material effort, within the context of the contract, would be required to rework the equipment for another project. For example, such contracts are usually completed within 30-45 days. In larger more complex projects where the Company is creating an asset for the customer with no alternative use and has an enforceable right to payment for performance prior to contract completion, we recognize revenue utilizing the percentage of completion method. This method measures completion based on management’s estimate of total costs to complete each contract because management considers total costs to be the best available measure of progress on the contract. During 2023 and 2022, all sales and installation revenue is recognized when the installation was completed. Support agreements entered into with customers are generally for a period of one year, during which the Company stands ready to provide service and support for installed systems at the customer site. Support agreement amounts are billed in advance to the customer, as agreed in the contract, and recorded as a contract liability. During the period, the Company provides unspecified firmware upgrades to installed client equipment as they are available. Management estimates that straight line recognition of revenue over the period of the support agreement contract is representative of the pattern of delivery on the Company’s obligation under these agreements. The Company has applied the practical expedient that permits the Company to recognize revenue without regard to significant financing components based on the Company’s expectations about the transfer of services and the receipt of payment from customers. The effect of this practical expedient is not material to the Company’s financial statements. Sales tax is recorded on a net basis and excluded from revenue. |
Inventory | Inventory |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts No |
Operating Leases Right-of-use Assets and Operating Lease Obligations | Operating Leases Right-of-use Assets and Operating Lease Obligations |
Stock Based Compensation | Stock Based Compensation The fair value of the Company’s equity is approved by the Company’s Board of Directors as of the date stock-based awards are granted. In estimating the fair value of our stock, the Company uses a third-party valuation specialist and considers methodologies and factors it believes are material to the valuation process, including the prior transaction method and the discounted cash flow method of equity valuation. The Company believes the combination of these methodologies and factors provides an appropriate estimate of the expected fair value of the Company and reflects the best estimate of the fair value of the Company’s common stock at each grant date. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). Effective January 1, 2022, the Company adopted ASU 2021-04: Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Effective January 1, 2023, the Company adopted the provisions of ASU 2016-03: Financial Instruments – Credit Losses (Topic 326) |
REVENUE AND ACCOUNTS RECEIVAB_2
REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | Schedule of disaggregation of revenue For the Three Months Ended For the Six Months Ended June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Point in Time $ 16,500 $ – $ 30,500 $ 200,100 Over Time 6,311 3,191 12,720 7,136 $ 22,811 $ 3,191 $ 43,220 $ 207,236 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment June 30, December 31, 2023 2022 Telecommunication equipment and computers $ 299,944 $ 299,944 Vehicle 23,805 23,805 Office furniture and fixtures 9,325 9,325 Less: accumulated depreciation (286,203 ) (264,514 ) $ 46,871 $ 68,560 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Schedule of debt June 30, December 31, 2023 2022 Notes payable to a financial institution, at 8.75% per annum, with the equipment purchased pledged as collateral and varying due dates through November 2024 $ 35,384 $ 49,655 Unsecured promissory note payable to a director of the Company, at 7% per annum, due in February 2024 625,000 625,000 Unsecured promissory note payable to the president of the Company, at 5% per annum, due in October 2023 10,000 10,000 Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2023 362,000 350,000 Unsecured promissory note payable to a shareholder, at 9.5% per annum, due on December 31, 2023 50,000 50,000 Unsecured promissory note payable to the president of the Company, at 7% per annum, due on March 30, 2024 25,000 25,000 Unsecured promissory note to a director of the Company converted into a convertible promissory note, at 9.5% per annum, due on December 31, 2023 385,658 385,658 Convertible promissory note payable to a shareholder and affiliate of a director of the Company, at 9.5% per annum, due on December 31, 2023 320,242 320,242 Unsecured convertible promissory note payable to a lender, at 9.5% per annum, due on December 31, 2023 30,000 30,000 Unsecured promissory note payable to a director of the Company, at 7% per annum, due on December 31, 2023 150,000 150,000 Unsecured promissory note payable to the president of the Company, at 7% per annum, due in March 2024 25,000 – Unsecured promissory note payable to a shareholder of the Company, at 7% per annum, due in March 2024 50,000 – Secured convertible promissory notes payable to various investors, at 9.5% per annum, due on December 31, 2024 553,000 – Total 2,621,284 1,995,555 Less current maturities (2,060,449 ) (1,973,651 ) Long-term debt, less current portion $ 560,835 $ 21,904 |
Schedule of long term debt maturities | Schedule of long term debt maturities June 30, 2024 $ 2,060,449 2025 560,835 Total Debt $ 2,621,284 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants | |
Schedule of warrant activity | Schedule of warrant activity # of Warrants Balance, December 31, 2022 2,376,933 Warrants granted 20,879 Warrants exercised – Warrants expired – Balance, June 30, 2023 2,397,812 Exercisable, June 30, 2023 2,397,812 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 28,556,686 | $ 27,798,203 |
REVENUE AND ACCOUNTS RECEIVAB_3
REVENUE AND ACCOUNTS RECEIVABLE (Details - Disaggregation of Revenue) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 22,811 | $ 3,191 | $ 43,220 | $ 207,236 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 16,500 | 0 | 30,500 | 200,100 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,311 | $ 3,191 | $ 12,720 | $ 7,136 |
REVENUE AND ACCOUNTS RECEIVAB_4
REVENUE AND ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cel Fi And Network Systems [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 16,500 | $ 0 | $ 30,500 | $ 200,100 |
Equipment Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,000 | 0 | 12,500 | 163,937 |
Installation And Other Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,500 | 0 | 18,000 | 36,163 |
Network And Other Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 6,311 | $ 3,191 | $ 12,720 | $ 7,136 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (286,203) | $ (264,514) |
Property and equipment, net | 46,871 | 68,560 |
Telecommunication Equipment And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 299,944 | 299,944 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,805 | 23,805 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,325 | $ 9,325 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 10,687 | $ 12,102 | $ 21,689 | $ 24,389 |
DEBT (Details - Debt)
DEBT (Details - Debt) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Debt outstanding | $ 2,621,284 | $ 1,995,555 |
Less current maturities | (2,060,449) | (1,973,651) |
Long-term debt, less current portion | 560,835 | 21,904 |
Note Payable 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 35,384 | 49,655 |
Note Payable 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 625,000 | 625,000 |
Note Payable 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 10,000 | 10,000 |
Note Payable 4 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 362,000 | 350,000 |
Note Payable 5 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 50,000 | 50,000 |
Note Payable 6 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 25,000 | 25,000 |
Note Payable 7 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 385,658 | 385,658 |
Note Payable 8 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 320,242 | 320,242 |
Note Payable 9 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 30,000 | 30,000 |
Note Payable 10 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 150,000 | 150,000 |
Note Payable 11 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 25,000 | 0 |
Note Payable 12 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | 50,000 | 0 |
Note Payable 13 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt outstanding | $ 553,000 | $ 0 |
DEBT (Details - Debt maturity)
DEBT (Details - Debt maturity) | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2,060,449 |
2025 | 560,835 |
Total Debt | $ 2,621,284 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Nov. 30, 2022 | Oct. 31, 2022 | Feb. 29, 2020 | Jun. 30, 2023 | Jan. 31, 2023 | Sep. 30, 2022 | |
Stuart Agreement [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion amount | $ 385,658 | |||||
Stuart Agreement [Member] | New Stuart Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Dec. 31, 2023 | |||||
Debt conversion amount | $ 385,658 | |||||
Interest rate | 9.50% | |||||
ERI Agreement [Member] | ERI Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion amount | $ 320,242 | |||||
ERI Agreement [Member] | New E R I Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Dec. 31, 2023 | |||||
Debt conversion amount | $ 320,242 | |||||
Interest rate | 9.50% | |||||
Mr Stuart [Member] | Promissory Note [Member] | ERI Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 300,000 | |||||
June 2022 Reg D Offering [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 412,000 | |||||
Debt converted amount | 50,000 | |||||
Feb 2023 Reg D Offering [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | 603,000 | |||||
Debt converted amount | $ 50,000 | |||||
Feb 2020 Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 625,000 | |||||
Interest rate | 7% | |||||
Warrants issued with debt, shares | 62,500 | |||||
Warrants issued with debt, value | $ 80,053 | |||||
Maturity date | Feb. 13, 2024 | |||||
Unsecured Promissory Note [Member] | A Lender [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 30,000 | |||||
Maturity date | Dec. 31, 2023 | |||||
Interest rate | 9.50% | |||||
President Note Payable 2 [Member] | President 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 25,000 | |||||
Interest rate | 7% | |||||
Unsecured Promissory Note 2 [Member] | Existing Shareholder [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 50,000 | |||||
Interest rate | 7% |
REPURCHASE AGREEMENT (Details N
REPURCHASE AGREEMENT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Apr. 30, 2020 | Jun. 30, 2023 | |
Offsetting Assets [Line Items] | ||
Adjustments to additional paid in capital | $ (17,792) | |
Repurchase Agreement [Member] | ||
Offsetting Assets [Line Items] | ||
Adjustments to additional paid in capital | $ 80,000 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | ||||
Short term lease | $ 18,300 | $ 18,300 | $ 36,600 | $ 36,600 |
Operating lease expense | $ 2,725 | $ 2,479 | $ 5,355 | $ 5,450 |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2023 shares | |
Number of warrants outstanding, ending balance | 2,397,812 |
Warrant [Member] | |
Number of warrants outstanding, beginning balance | 2,376,933 |
Number of warrants granted | 20,879 |
Number of warrants exercised | 0 |
Number of warrants expired | 0 |
Number of warrants outstanding, ending balance | 2,397,812 |
Number of warrants exercisable | 2,397,812 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2022 | Jul. 31, 2022 | Feb. 28, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants outstanding | 2,397,812 | 2,397,812 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | ||||||||
Proceeds from warrants exercised | $ 25,000 | $ 0 | $ 25,000 | ||||||
Number of warrants issued | 20,879 | 20,879 | |||||||
Number of shares issued upon conversion, shares | 20,879 | ||||||||
Number of shares issued upon conversion, value | $ 104,399 | ||||||||
Additional paid in capital | $ 17,792 | ||||||||
Warrant [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Weighted average remaining contractual term | 6 months 7 days | ||||||||
Aggregate intrinsic value | $ 8,231,250 | $ 8,231,250 | |||||||
Rescission Agreement [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 25,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 125,000 | ||||||||
Extension Of Warrants [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Stock compensation expense | $ 68,601 | ||||||||
One Investor [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants exercised, shares | 5,000 | ||||||||
Warrants exercised, common stock issued | 5,000 | ||||||||
Proceeds from warrants exercised | $ 25,000 | ||||||||
Warrant [Member] | Related Party [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants issued, shares | 40,000 | ||||||||
Debt issuance costs | $ 31,282 | ||||||||
Amortization of debt issuance costs | 0 | $ 7,678 | $ 0 | 14,931 | |||||
Line of credit interest rate | 7% | ||||||||
Warrant [Member] | Note Holder [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants issued, shares | 17,500 | ||||||||
Debt issuance costs | $ 31,892 | ||||||||
Amortization of debt issuance costs | $ 0 | $ 5,429 | $ 0 | $ 8,143 | |||||
Line of credit | $ 0 | ||||||||
$1.00 per share [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants outstanding | 2,000,000 | 2,000,000 | |||||||
$2.50 per share [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants outstanding | 92,500 | 92,500 | |||||||
$5.00 per share [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants outstanding | 244,433 | 244,433 | |||||||
Variable per share [Member] | |||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||||||
Warrants outstanding | 60,879 | 60,879 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Apr. 22, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Subscription receivable | $ 140,970 | ||||||
Stock converted, shares issued | $ 25,000 | $ 0 | $ 25,000 | ||||
Converted to common stock | $ 104,399 | ||||||
Number of shares issued upon conversion, shares | 20,879 | ||||||
Additional paid in capital | $ 17,792 | ||||||
Cancellation subscription payable, shares | 5,000 | ||||||
Senior Convertible Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Converted to common stock | $ 50,000 | ||||||
Accrued interest | $ 4,399 | $ 4,399 | |||||
Number of shares issued upon conversion, shares | 20,879 | ||||||
Additionall warrants issued | 20,879 | ||||||
Additional paid in capital | $ 17,792 | ||||||
Senior Convertible Notes [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Converted to common stock | $ 50,000 | ||||||
Exchange Of Registered Links [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt converted, shares issued | 119,000 | ||||||
Debt converted, amount converted | $ 560,000 | ||||||
Recession Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued new, shares | 25,000 | ||||||
Stock issued new, value | $ 125,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock converted, shares issued | 5,000 | ||||||
Warrants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock converted, shares converted | 5,000 | ||||||
Series A Preferred Stock [Member] | Series A Preferred Stock To Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock converted, shares issued | 2,280,000 | ||||||
Stock converted, shares converted | 2,280,000 | ||||||
Series B Preferred Stock [Member] | Series B Preferred Stock To Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock converted, shares issued | 2,811,000 | ||||||
Stock converted, shares converted | 2,811,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||||
Jan. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Feb. 29, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||
Long-term debt outstanding | $ 21,904 | $ 560,835 | |||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 3,000,000 | ||||||||||||
President [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan amount | $ 25,000 | $ 25,000 | $ 10,000 | ||||||||||
Interest rate | 7% | 7% | 5% | ||||||||||
Maturity date | Mar. 31, 2024 | Mar. 30, 2024 | Oct. 21, 2023 | ||||||||||
Warrant [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Line of credit | $ 250,000 | ||||||||||||
Warrants issued | 40,000 | ||||||||||||
Warrants purchase | 40,000 | ||||||||||||
Exercised of shares | 0 | ||||||||||||
Richardson And Associates [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accounts payable - related parties | 238,484 | $ 245,672 | |||||||||||
Related party expenses | $ 17,188 | $ 48,561 | |||||||||||
Eagle Rock Investments [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Line of credit | $ 250,000 | ||||||||||||
Loan amount | $ 50,000 | ||||||||||||
Long-term debt outstanding | $ 320,242 | ||||||||||||
Eagle Rock Investments [Member] | Principal Amount Converted [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt converted, amount converted | 300,000 | ||||||||||||
Eagle Rock Investments [Member] | Accrued Interest Converted [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt converted, amount converted | $ 20,242 | ||||||||||||
Christopher Stuart [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments for repurchase of warrants | $ 50,000 | ||||||||||||
Conversion rate | $ 5 | ||||||||||||
Exercised of shares | 8,750 | ||||||||||||
Warrants exercise price | $ 5 | ||||||||||||
Shares issued other, value | $ 43,750 | ||||||||||||
Shares issued other, shares | 8,750 | ||||||||||||
Mr Stuart [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan amount | $ 100,000 | $ 50,000 | $ 100,000 | $ 100,000 | |||||||||
Interest rate | 7% | 7% | |||||||||||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 |
CUSTOMER CONCENTRATIONS (Detail
CUSTOMER CONCENTRATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Concentration Risk [Line Items] | ||||
Revenues | $ 22,811 | $ 3,191 | $ 43,220 | $ 207,236 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenues | $ 41,967 | $ 202,025 | ||
Concentration risk percentage | 97% | 97% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Oct. 31, 2022 shares |
Common Stock [Member] | |
Exchange shares | 3,000,000 |