Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | VISION HYDROGEN Corp |
Entity Central Index Key | 0001676580 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 5,010 | $ 25,059 | $ 20,128 |
Prepaid expenses | 4,079 | 4,079 | 11,829 |
Current assets held for sale | 1,093,444 | 1,476,318 | |
Total current assets | 9,089 | 1,122,582 | 1,508,275 |
Non-current assets | |||
Security deposits and other non-current assets | 300 | 600 | 1,200 |
Deferred offering cost | 130,072 | 0 | |
Non-current assets held for sale | 2,215,177 | 2,015,032 | |
Total non-current assets | 300 | 2,345,849 | 2,016,232 |
Total assets | 9,389 | 3,468,431 | 3,524,507 |
Current liabilities | |||
Accounts payable and accrued expenses | 59,186 | 157,484 | 17,469 |
Sales and withholding tax payable | 2,388 | 2,552 | 1,996 |
Current convertible note payable | 80,500 | ||
Loan payable | 20,000 | ||
Loan payable - related party | 179,838 | ||
Current liabilities held for sale | 1,131,193 | 1,279,976 | |
Total current liabilities | 261,412 | 1,371,729 | 1,299,441 |
Noncurrent liabilities | |||
Non-current liabilities held for sale | 1,199,984 | 602,131 | |
Total noncurrent liabilities | 1,199,984 | 602,131 | |
Total liabilities | 261,412 | 2,571,713 | 1,901,572 |
Commitments and contingencies | |||
Stockholders' equity | |||
Preferred stock - $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding | |||
Common stock - $0.0001 par value; 25,000,000 shares authorized; 397,576, 386,276 and 379,301 shares issued and outstanding as of June 30, 2020 and December 31, 2019 and December 31, 2018, respectively | 40 | 39 | 38 |
Additional paid-in capital | 3,059,845 | 2,970,419 | 2,984,196 |
Accumulated deficit | (3,308,835) | (2,073,740) | (1,361,299) |
Total stockholders' equity | (248,950) | 896,718 | 1,622,935 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 9,389 | $ 3,468,431 | $ 3,524,507 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 397,576 | 386,276 | 379,301 |
Common stock, shares outstanding | 397,576 | 386,276 | 379,301 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - Other Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||||||
Total revenue | $ 31,789 | |||||
Cost of goods sold | ||||||
Direct costs | ||||||
Direct costs - related party | 31,617 | |||||
Total cost of goods sold | 31,617 | |||||
Gross profit | 172 | |||||
Operating expenses | ||||||
General and administrative expenses | 61,370 | 129,416 | 169,757 | 276,695 | 447,783 | 487,700 |
Management fees - related party | 10,000 | 19,500 | 30,000 | 39,000 | 80,500 | 78,000 |
Total operating expenses | 71,370 | 148,916 | 199,757 | 315,695 | 528,283 | 565,700 |
Loss from operations | (71,370) | (148,916) | (199,757) | (315,695) | (528,283) | (565,528) |
Other expenses | ||||||
Interest expense | 41,551 | 10,258 | 49,913 | 12,091 | ||
Interest expense - related party | 4,584 | 58,060 | 35,719 | 94,155 | 233,345 | 79,622 |
Change in fair value earn-out | 4,547 | 4,875 | 8,943 | 18,463 | 15,418 | |
Total other expenses | 46,135 | 72,865 | 90,507 | 115,189 | 251,808 | 95,040 |
Net loss from continuing operations | (117,505) | (221,781) | (290,264) | (430,884) | (780,091) | (660,568) |
Net income (loss) from discontinued operations (including loss on disposal of 789,425) | (845,803) | 112,319 | (944,831) | 196,396 | 67,650 | 59,833 |
Net loss | $ (963,308) | $ (109,462) | $ (1,235,095) | $ (234,488) | $ (712,441) | $ 600,735 |
Basic | $ (0.20) | $ (0.60) | $ (0.80) | $ (1.20) | $ (1.86) | $ (1.74) |
Diluted | (0.20) | (0.60) | (0.80) | (1.20) | (1.86) | (1.74) |
Basic | (2.40) | 0.2 | (3.20) | 0.6 | 0.18 | 0.16 |
Diluted | $ (2.40) | $ 0.2 | $ (3.20) | $ 0.6 | $ 0.18 | $ 0.16 |
Weighted average common shares outstanding | ||||||
Basic | 394,105 | 381,051 | 390,126 | 380,365 | 382,233 | 379,301 |
Diluted | 394,105 | 381,051 | 390,126 | 380,365 | 382,233 | 379,301 |
Sales [Member] | ||||||
Revenue | ||||||
Total revenue | ||||||
Cost of goods sold | ||||||
Direct costs | ||||||
Sales - Related Party [Member] | ||||||
Revenue | ||||||
Total revenue | $ 31,789 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Operations - Other Comprehensive Income (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Loss on disposal of discontinued operation | $ 789,425 | $ 789,425 | $ 789,425 | $ 789,425 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Income (Deficit) [Member] | Total |
Balance at Dec. 31, 2017 | $ 35 | $ 1,336,325 | $ (760,564) | $ 575,796 | |
Balance, shares at Dec. 31, 2017 | 352,079 | ||||
Issuance of common stock February 2018, PVBJ Acquisition | $ 2 | 1,183,579 | 1,183,581 | ||
Issuance of common stock February 2018, PVBJ Acquisition, shares | 22,222 | ||||
Stock option exercise | $ 1 | 999 | 1,000 | ||
Stock option exercise, shares | 5,000 | ||||
Stock-based compensation | 68,293 | 68,293 | |||
Beneficial conversion feature | 395,000 | 395,000 | |||
Net loss | (600,735) | 600,735 | |||
Balance at Dec. 31, 2018 | $ 38 | 2,984,196 | (1,361,299) | 1,622,935 | |
Balance, shares at Dec. 31, 2018 | 379,302 | ||||
Stock-based compensation | 8,562 | 8,562 | |||
Share donation | 23,446 | 23,446 | |||
Share donation, shares | 1,750 | ||||
Beneficial conversion feature | 97,500 | 97,500 | |||
Debt extinguishment | (216,460) | (216,460) | |||
Net loss | (125,026) | (125,026) | |||
Balance at Mar. 31, 2019 | $ 38 | 2,897,244 | (1,486,325) | 1,410,957 | |
Balance, shares at Mar. 31, 2019 | 381,052 | ||||
Balance at Dec. 31, 2018 | $ 38 | 2,984,196 | (1,361,299) | 1,622,935 | |
Balance, shares at Dec. 31, 2018 | 379,302 | ||||
Net loss | (234,488) | ||||
Balance at Jun. 30, 2019 | $ 38 | 2,899,318 | (1,595,787) | 1,303,569 | |
Balance, shares at Jun. 30, 2019 | 381,052 | ||||
Balance at Dec. 31, 2018 | $ 38 | 2,984,196 | (1,361,299) | $ 1,622,935 | |
Balance, shares at Dec. 31, 2018 | 379,302 | ||||
Stock option exercise, shares | |||||
Stock-based compensation | 23,089 | $ 23,089 | |||
Beneficial conversion feature | 97,500 | 97,500 | |||
Commitment shares | 45,000 | 45,000 | |||
Commitment shares, shares | 1,500 | ||||
Debt extinguishment | (216,460) | (216,460) | |||
Equity financing | $ 1 | 37,094 | 37,095 | ||
Equity financing, shares | 5,475 | ||||
Net loss | (712,441) | (712,441) | |||
Balance at Dec. 31, 2019 | $ 39 | 2,970,419 | (2,073,740) | 896,718 | |
Balance, shares at Dec. 31, 2019 | 386,276 | ||||
Balance at Mar. 31, 2019 | $ 38 | 2,897,244 | (1,486,325) | 1,410,957 | |
Balance, shares at Mar. 31, 2019 | 381,052 | ||||
Stock-based compensation | 2,074 | 2,074 | |||
Net loss | (109,462) | (109,462) | |||
Balance at Jun. 30, 2019 | $ 38 | 2,899,318 | (1,595,787) | 1,303,569 | |
Balance, shares at Jun. 30, 2019 | 381,052 | ||||
Balance at Dec. 31, 2019 | $ 39 | 2,970,419 | (2,073,740) | 896,718 | |
Balance, shares at Dec. 31, 2019 | 386,276 | ||||
Stock-based compensation | 7,993 | 7,993 | |||
Debt extinguishment | 39,954 | 39,954 | |||
Equity financing | 19,833 | 19,833 | |||
Equity financing, shares | 3,150 | ||||
Net loss | (271,787) | (271,787) | |||
Balance at Mar. 31, 2020 | $ 39 | 3,038,199 | (2,345,527) | 692,711 | |
Balance, shares at Mar. 31, 2020 | 389,426 | ||||
Balance at Dec. 31, 2019 | $ 39 | 2,970,419 | (2,073,740) | $ 896,718 | |
Balance, shares at Dec. 31, 2019 | 386,276 | ||||
Stock option exercise, shares | |||||
Net loss | $ (1,235,095) | ||||
Balance at Jun. 30, 2020 | $ 40 | 3,059,845 | (3,308,835) | (248,950) | |
Balance, shares at Jun. 30, 2020 | 397,576 | ||||
Balance at Mar. 31, 2020 | $ 39 | 3,038,199 | (2,345,527) | 692,711 | |
Balance, shares at Mar. 31, 2020 | 389,426 | ||||
Stock-based compensation | |||||
Equity financing | 6,186 | 6,186 | |||
Equity financing, shares | 3,150 | ||||
Share conversion | $ 1 | 15,460 | 15,461 | ||
Share conversion, shares | 5,000 | ||||
Net loss | (963,308) | (963,308) | |||
Balance at Jun. 30, 2020 | $ 40 | $ 3,059,845 | $ (3,308,835) | $ (248,950) | |
Balance, shares at Jun. 30, 2020 | 397,576 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss from continuing operations | $ (290,264) | $ (430,884) | $ (780,091) | $ (660,568) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 50,462 | 77,777 | ||
Amortization | 1,583 | 48,500 | ||
Stock-based compensation | 7,993 | 10,636 | 23,089 | 68,293 |
Other assets | 129,180 | |||
Change in fair value contingent consideration | 4,875 | 8,943 | 18,463 | 15,418 |
Stock issued for services related to equity raise | 23,450 | |||
Change in operating assets and liabilities: | ||||
Other long-term asset | (30,000) | |||
Prepaid expenses and other costs | (300) | 6,000 | 7,750 | (200) |
Costs in excess of billings | 474 | |||
Accounts payable and accrued expenses | (132,844) | 86,520 | 140,571 | (2,482) |
Net cash (used in) in operating activities - continuing operations | (230,899) | (247,558) | (575,635) | (530,565) |
Net cash provided by (used in) operating activities - discontinued operations | 128,054 | (90,035) | (163,439) | 165,919 |
Net cash used in operating activities | (102,845) | (337,593) | (412,196) | (364,646) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash disposed of in disposition of subsidiaries | (322,101) | |||
Cash acquired in business acquisitions | 30,408 | |||
Net cash provided by (used in) investing activities - continuing operations | (322,101) | 30,048 | ||
Net cash (used in) investing activities - discontinued operations | (21,031) | (5,022) | (6,587) | (5,653) |
Net cash (used in) investing activities | (343,132) | (5,022) | (6,587) | 24,755 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from PPP notes payable | 20,000 | |||
Proceeds from related party debt | 179,838 | |||
Proceeds from stock option exercise | 1,000 | |||
Legal fees paid associated with financing | (90,000) | |||
Proceeds from issuance of convertible debt | 75,000 | 147,500 | 92,500 | |
Repayment of debt | (90,000) | |||
Proceeds from equity financing | 26,008 | 40,122 | ||
Net cash provided by (used in) financing activities - continuing operations | 210,846 | 147,500 | 42,622 | 1,000 |
Net cash provided by (used in) financing activities - discontinued operations | (22,243) | 150,282 | 289,363 | (275,443) |
Net cash provided by (used in) provided by financing activities | (188,603) | 297,782 | 331,985 | 276,443 |
Net increase (decrease) in cash and cash equivalents | (257,374) | (44,833) | (86,798) | (63,448) |
Effect of foreign currency translation on cash | (15,236) | (771) | (5,284) | (33,118) |
Cash and cash equivalents - beginning of period | 277,620 | 359,134 | 359,134 | 455,700 |
Cash and cash equivalents - end of period | 5,010 | 313,530 | 277,620 | 359,134 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Common stock issued for acquisition of business | 1,177,779 | |||
Fair value of net assets acquired in business combination | 2,056,344 | |||
Beneficial conversion feature | $ 190,000 | $ 190,000 | $ 365,878 |
Organization and Line of Busine
Organization and Line of Business | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Line of Business | 1. ORGANIZATION AND LINE OF BUSINESS H/Cell Energy Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015 and is based in Dallas, Texas. The Company’s principal operations consist of designing and installing clean energy systems with a focus on hydrogen energy. Effective January 31, 2017, the Company acquired The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”), a provider of security systems integration for customers in the government and commercial sector, and has launched a new clean energy systems division to focus on the Asia-Pacific high growth renewable energy market. On February 1, 2018, the Company acquired PVBJ Inc. (“PVBJ”) Established in 2008, PVBJ is engaged in the business of the design, installation, maintenance, and emergency service of environmental systems both in residential and commercial markets. The Company has developed a hydrogen energy system for residential and commercial use designed to create electricity (the “System”), which uses renewable energy as its source for hydrogen production. The System functions as a self-sustaining clean energy system using hydrogen and fuel cell technology and can be configured as an off-grid solution for all electricity needs or connected to the grid to generate energy credits. The System’s production of electricity is eco-friendly since it is not produced by the use of fossil fuels and is based upon a green-energy concept that is safe, renewable, self-sustaining, and cost effective. During the three and six months ended June 2020, the Company took significant steps to transition its hydrogen energy business to focus on hydrogen production on a scaled production plant model. During the period, the Company disposed of its interests in both PVBJ and Pride (See Note 16 ‘Discontinued Operations’) in order to facilitate this transition. As part of the disposition the Company agreed to provide certain post-closing support to both PVBJ and Pride through Q3 2020. On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, we made an equity investment into VoltH2 Holdings AG (“ VoltH2 Effective June 26, 2020, Charles Benton and Michael Doyle resigned as our Directors. The resignations are not due to any disagreements with the Company its management, or operations. | 1. ORGANIZATION AND LINE OF BUSINESS H/Cell Energy Corporation (the “Company”) was incorporated in the state of Nevada on August 17, 2015. The Company, based in Dallas, Texas, is a company whose principal operations consist of designing and installing clean energy systems with a focus on hydrogen energy. Effective January 31, 2017, the Company acquired The Pride Group (QLD) Pty Ltd, an Australian company (“Pride”). Founded in 1997, Pride is a provider of security systems integration for a variety of customers in the government and commercial sector and has launched a new clean energy systems division to focus on the high growth renewable energy market in Asia-Pacific. The new clean energy division has generated some revenue and has begun to bid a number of projects. On February 1, 2018, the Company acquired PVBJ Inc. (“PVBJ”) for 22,223 shares of the Company’s common stock with a fair value of $1,177,779 and $221,800 in earn-out liability. Established in 2008, PVBJ is well recognized for the design, installation, maintenance and emergency service of environmental systems both in residential and commercial markets. PVBJ is now expanding into clean energy systems. The Company has developed a hydrogen energy system for residential and commercial use designed to create electricity. This system uses renewable energy as its source for hydrogen production. It functions as a self-sustaining clean energy system using hydrogen and fuel cell technology. It can be configured as an off grid solution for all electricity needs or it can be connected to the grid to generate energy credits. Its production of electricity is truly eco-friendly, as it is not produced by the use of fossil fuels. It is a revolutionary green-energy concept that is safe, renewable, self-sustaining and cost effective. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC. As of June 30, 2020 the company no longer consolidates Pride or PVBJ as they have been dissolved and the financials presented are just of H/Cell. Results from pride and PVBJ have been recast in the current period and comparative periods in discontinued operations. The balance sheet as of December 31, 2019 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results, cash flows and the accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries. Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At June 30, 2020 and December 31, 2019, there was no allowance for doubtful accounts required. Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 0% of the Company’s consolidated total assets at June 30, 2020 and 41% at December 31, 2019. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired, and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of June 30, 2020, the Company had no goodwill and has included the write-off of goodwill in the calculation of the loss on disposal of PVBJ. (see Discontinued Operations Note 16). Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is zero at June 30, 2020 due to the disposition of Pride on May 18, 2020. Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Australia based Pride is maintained in the local currency, the Australian Dollar (AUD$), which is also its functional currency. For the three and six months ended June 30, 2020, the Company recorded other comprehensive loss of $6,769 and $19,869 respectively due to foreign currency translation in the condensed consolidated financial statements. For the three and six months ended June 30, 2019, the Company recorded other comprehensive loss of $4,239 and income of $14,373 respectively from foreign currency translation. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations at June 30, 2020 due to the disposition of Pride on May 18, 2020. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short-term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five-step process is as follows: Identify the Contract with a Customer The Company used to receive almost all of its contracts from only two sources, referrals, or government bids. In a referral, a client that the Company has an ongoing business relationship with refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual services, then the services are considered the only performance obligation. If the contractual services include design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; and 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, it generates a budget of projected costs for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Cash and Cash Equivalents Cash and cash equivalents include cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of June 30, 2020 or December 31, 2019. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The impact of forfeitures is recorded in the period in which they occur. Our outstanding awards do not contain market or performance conditions. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no fair value measurements as of June 30, 2020. Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2018 Options to purchase common stock 0 21,250 0 21,250 Convertible debt 0 55,000 0 55,000 Totals 0 76,250 0 76,250 Please refer to Note 10 for a discussion of the decrease for the three and six months ended June 30, 2020 compared to December 31, 2019. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At December 31, 2019 and 2018, there was no allowance for doubtful accounts required. Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 41% of the Company’s consolidated total assets at each of December 31, 2019 and 2018. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of December 31, 2019, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition included in the non-current assets for sale on the balance sheet. The performance of the Company’s fiscal 2019 impairment analysis did not result in an impairment of the Company’s goodwill. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net loss and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments and has been reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. Advertising Costs Advertising costs are charged to expense during the period in which they are incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $9,350 and $4,426, respectively, and reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the year ended December 31, 2019, the Company recorded other comprehensive income from a translation gain of $11,952 in the consolidated financial statements. For the year ended December 31, 2018, the Company recorded other comprehensive loss from a translation loss of $46,725 in the consolidated financial statements. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the Contract with a Customer The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the Company has an ongoing business relationship refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs is generated for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize revenue when (or as) the entity satisfies a performance obligation: The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract represent contract assets and are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2019 or 2018. Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. The Company estimates the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, expected term and risk-free interest rate expected. The Company recognizes forfeitures in the period in which they occur. The Company’s outstanding awards do not contain market or performance conditions. Sales and Use Tax The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amount indicated on the return. Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017 and 2016 income tax returns are still open for examination by the taxing authorities. Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Fair value earn-out liability from acquisition of PVBJ Inc. $ 175,318 Adjustments to fair value 15,418 Balance sheet as of December 31, 2018 190,736 Payments - Adjustments to fair value 18,463 Balance as of December 31, 2019 $ 209,199 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The earn-out obligation is classified on the balance sheet under current liabilities held for sale on the balance sheet as of December 31, 2019. Net Loss Per Common Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities, because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: December 31, 2019 December 31, 2018 Options to purchase common stock 34,925 47,750 Convertible debt 55,000 40,000 Totals 89,925 87,750 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 3. RELATED PARTY TRANSACTIONS The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. There was $10,000 and $19,500 of management fees expensed for the three months ended June 30, 2020 and 2019 to Turquino Equity LLC (Turquino”), a significant shareholder, and $30,000 and $39,000 for each of the six months ended June 30, 2020 and 2019. On January 2, 2018 and February 8, 2019, the Company and Andrew Hidalgo (“Hidalgo”), completed a Convertible Debenture Agreement whereby Hidalgo, the Company’s Chief Executive Officer, lent us an aggregate of $275,000 (the “Hidalgo Notes”). On January 2, 2018 and February 8, 2019, the Company and Michael Doyle (“Doyle”), the Company’s Director, completed a Convertible Debenture Agreement whereby Doyle lent the Company an aggregate of $275,000 (the “Doyle Notes”). May 18, 2020 Purchase and Sale Agreement On May 18, 2020, the Company’s Board of Directors authorized the Company, in accordance to Nevada Statute 78.565, to complete and execute the May 18, 2020 Purchase and Sale Agreement between the Company and Turquino providing for the Company’s sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. Pursuant to Nevada Statute Section 78.565, approval of the Agreement only requires the approval of the board of directors and does not require shareholder approval. The Company obtained a valuation of the fair market value of Pride from an independent third party which valued Pride at $425,000 USD. The Agreement provides that the Parties mutually release one another and discharge and release the other party (and their respective current and former officers, directors, employees, shareholders, note holders, attorneys, assigns, agents, representatives, predecessors and successors in interest), from any and all claims, demands, obligations, or causes of action. Hidalgo, our Chief Executive Officer, and a managing member of Turquino, are related parties in connection with the Exchange Agreement, the Notes, and the Agreement. On June 19, 2020, the Company entered into a Promissory Note with a director of the Company (the “Lender”), for a principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest upon the Promissory Note are due on June 19, 2021. The proceeds from the note was used to pay accrued expenses of the Company. | 3. RELATED PARTY TRANSACTIONS The Company’s former office space during the year ended December 31, 2018 consisted of approximately 800 square feet, which was donated to it from one of its executive officers. There was no lease agreement and the Company paid no rent. In September 2018, the Company entered into a contract with Steve Mullane, the Executive General Manager of Pride, for a solar installation. The system installation was complete as of December 31, 2018. Costs incurred were $8,333 along with revenue of $8,759 for year ended December 31, 2018. In August 2019, the Company entered into a contract with a Pride employee for a solar installation. The system installation was complete as of December 31, 2019. Costs incurred were $5,169 along with revenue of $6,416 for year ended December 31, 2019. In June 2016, the Company entered into a contract with Rezaul Karim, one of its former directors, for the installation of an HC-1 system. The system installation was complete as of December 31, 2018. The system installation generated $8,499 and $40,288 of revenue for the year ended December 31, 2018. The Company subcontracted the installation of the system to Renewable Energy Holdings LLC (“REH”), a company owned by Mike Strizki, one of the Company’s executive officers. James Strizki, one of the Company’s executive officers, is vice president of operations at REH. There was $9,019 and $40,636 of costs for the year ended December 31, 2018, respectively. The Company has entered into agreements to indemnify its directors and executive officers, in addition to the indemnification provided for in the Company’s articles of incorporation and bylaws. These agreements, among other things, provide for indemnification of the Company’s directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provided services at the Company’s request. The Company believes that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers. There was $80,500 and $78,000 of management fees expensed for the years ended December 31, 2019 and 2018, respectively, to Turquino Equity LLC (Turquino”), a significant shareholder wholly-owned by the Chief Executive Officer and Chief Financial Officer. On January 2, 2018, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $400,000 in 12% Convertible Debentures (“2018 Debentures”). On February 8, 2019, the Company and the holders of the 2018 Debentures entered into amendments (the “Amendments”) to the 2018 Debentures. The 2018 Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the “2020 Maturity Date”). Interest on the 2018 Debentures accrues at the rate of 12% per annum from January 2, 2018 through the date of the Amendments, and 10% per annum subsequent to the date of the Amendments, payable monthly in cash, beginning on February 1, 2018 and through the 2020 Maturity Date. The 2018 Debentures are convertible into common stock at a conversion price of $10.00 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. As of December 31, 2019, the Company was in compliance with these covenants and the facility was increased to $400,000 in March of 2020. On February 8, 2019, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $150,000 in 10% Convertible Debentures (“2019 Debentures”). The 2019 Debentures, together with any accrued and unpaid interest, become due and payable on February 8, 2021 (the “2021 Maturity Date”). Interest on the 2019 Debentures accrues at the rate of 10% per annum, payable monthly in cash, beginning on March 1, 2019 and through the 2021 Maturity Date. The 2019 Debentures are convertible into common stock at a conversion price of $10.00 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $97,500 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. |
Significant Concentrations of C
Significant Concentrations of Credit Risk | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | ||
Significant Concentrations of Credit Risk | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 USD in total, respectively. As of June 30, 2020 and December 31, 2019, the balance was fully covered under the $250,000 threshold in the United States. In Australia, the balance was $10,563 over at December 31, 2019. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions but does not generally require collateral. There were no accounts receivable as of June 30, 2020. As of December 31, 2019, one of the Company’s accounts receivable was due from one customer at approximately 13%. | 4. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK Cash is maintained at an authorized deposit-taking institution (bank) incorporated in both the United States and Australia and is insured by the U.S. Federal Deposit Insurance Corporation and Australian Securities & Investments Commission up to $250,000 and approximately $186,000 USD in total, respectively. At December 31, 2019 and December 31, 2018, the balance was fully covered under the $250,000 threshold in the United States. In Australia, the balance exceeded the threshold at December 31, 2019 by $10,563 and exceeded the threshold by $133,578 at December 31, 2018 and is classified under current assets held for sale. Credit risk for trade accounts is concentrated as well because substantially all of the balances are receivable from entities located within certain geographic regions. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial conditions, but does not generally require collateral. In addition, at December 31, 2019, one of the Company’s accounts receivable was due from one customer at approximately 13%. At December 31, 2018, approximately 20% of the Company’s accounts receivable was due from two unrelated customers, each at 10%. This is classified under current assets held for sale on the balance sheet. |
Major Customers
Major Customers | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsGrantsWeightedAverageRemainingContractualTerm2 | ||
Major Customers | 5. MAJOR CUSTOMERS Due to the sale of Pride and PVBJ the Company had no major customers for the three or six months ended June 30, 2020. There were two unrelated customers with a concentration of 10% or higher 16%, and 15%, for the three months ended June 30, 2019, and three unrelated customers for the six months ended June 30, 2019 at 21%, and two at 11%. | 5. MAJOR CUSTOMERS There was one customer with a concentration of 10% or higher of the Company’s revenue, at 14% for the year ended December 31, 2019, and three customers with a concentration of 10% or higher of the Company’s revenue, two at 13% and one at 12% for the year ended December 31, 2018. This is classified under discontinued operations on the balance sheet. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. PROPERTY AND EQUIPMENT At December 31, 2019 and December 31, 2018, property and equipment classified under non-current assets held for sale were comprised of the following: December 31, 2019 December 31, 2018 Furniture and fixtures (5 to 7 years) $ 11,649 $ 11,661 Machinery and equipment (5 to 7 years) 44,578 36,969 Computer and software (3 to 5 years) 48,219 88,021 Auto and truck (5 to 7 years) 756,138 785,979 Leasehold improvements (life of lease) 34,707 34,788 895,291 957,418 Less accumulated depreciation 417,053 480,982 $ 478,238 $ 476,436 Depreciation expense for the years ended December 31, 2019 and 2018 was $164,392 and $145,606, respectively and is included in discontinued operations on the income statement. |
Uncompleted Contracts
Uncompleted Contracts | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Contractors [Abstract] | ||
Uncompleted Contracts | 6. UNCOMPLETED CONTRACTS Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Costs incurred on uncompleted contracts $ - $ 465,686 Estimated earnings - 454,132 Costs and estimated earnings earned on uncompleted contracts - 919,818 Billings to date - 750,769 Costs and estimated earnings in excess of billings on uncompleted contracts - 169,049 Costs and earnings in excess of billings on completed contracts - (190,102 ) $ - $ (21,053 ) Costs in excess of billings $ - $ 26,045 Billings in excess of cost - (47,098 ) $ - $ (21,053 ) | 7. UNCOMPLETED CONTRACTS Costs, estimated earnings and billings on uncompleted contracts classified under non-current assets held for sale are summarized as follows at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Costs incurred on uncompleted contracts $ 465,686 $ 811,173 Estimated earnings 454,132 469,109 Costs and estimated earnings on uncompleted contracts 919,818 1,280,282 Billings to date 750,769 1,265,475 Costs and estimated earnings in excess of billings on uncompleted contracts 169,049 14,807 Costs and earnings in excess of billings on completed contracts (190,102 ) (164,660 ) $ (21,053 ) $ (149,853 ) Costs in excess of billings (contract asset) $ 26,045 $ 45,478 Billings in excess of cost (contract liability) (47,098 ) (195,331 ) $ (21,053 ) $ (149,853 ) |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Leases | 7. LEASES Operating Leases As of June 30, 2020, the Company had no operating leases. As of December 31, 2019 the Company had $87,897 in current operating lease liability and $137,071 in non-current operating lease liability which have been re-classed to discontinued operations on the condensed consolidated balance sheet. Finance Leases As of June 30, 2020, the Company had no finance leases. As of December 31, 2019 the Company had $75,743 in current finance leases and $307,804 in non-current finance leases which have been re-classed to discontinued operations on the balance sheet. | 8. LEASES Leases are classified under current and non-current liabilities held for sale on the balance sheet. For leases with a term of 12 months or less, the Company is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and the Company has elected to recognize lease expense for such leases on a straight-line basis over the lease term. The Company previously entered into two leases for office space in Woombye and Brisbane, Queensland, Australia, both which expired in April 2018. The Company signed new leases in January 2019 for a Dallas, Texas shared office space, which ended in December 2019 and is now month-to-month, and February 2018 for new office space in Kunda Park, Queensland Australia, which started in May 2018 and expires in April 2023. The Company also renewed the Brisbane office space for one year, starting in May 2018. On March 25, 2019, the Company signed a lease for new office space in Brisbane, which has a fixed 3% increase annually expiring in March 2025 and includes a renewal period of three years that management is reasonably certain will be exercised. The Company analyzed this lease and determined that this agreement meets the definition of a lease under ASU 2016-02 as it provides management with the exclusive right to direct the use of and obtain substantially all of the economic benefits from the identified leased asset, which is the office space. Management also analyzed the terms of this arrangement and concluded it should be classified as an operating lease, as none of the criteria were met for finance lease classification. As there was only one identified asset, no allocation of the lease payments was deemed necessary. Management did not incur any initial direct costs associated with this lease. As of the commencement date, which was March 25, 2019, a right of use asset and lease liability of $130,736 was recorded on the consolidated balance sheet based on the present value of payments in the lease agreement. Per review of the lease agreement, there was no variable terms identified and there is no implicit rate stated. Therefore, the Company determined the present value of the future minimum lease payments based on the incremental borrowing rate of the Company. The incremental borrowing rate was determined to be 10%, as this is the rate which represents the incremental borrowing rate for the Company, on a collateralized basis, in a similar economic environment with similar payment terms. On July 1, 2019, the Company signed a lease for the previously month-to-month office space in Downingtown, PA. Per review of the lease, the term is less than 12 months, therefore, the Company has elected to treat this lease as an operating lease and recognize lease expense on a straight-line basis. The future minimum payments on operating leases for each of the next five years and in the aggregate amount to the following: 2020 $ 65,112 2021 66,285 2022 67,313 2023 40,157 2024 30,741 Thereafter 7,742 Total lease payments 277,350 Less: present value discount (52,382 ) Total operating lease liabilities $ 224,968 The weighted-average remaining term of the Company’s operating leases was 4.5 years and the weighted-average discount rate used to measure the present value of the Company’s operating lease liabilities was 9.69% as of December 31, 2019. Rent expense for the years ended December 31, 2019 and 2018 was $94,210 and $98,593, respectively, and is included in “General and Administrative” expenses on the related statements of operations. Right of use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease right of use asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. In determining the discount rate to use in calculating the present value of lease payments, the Company estimates the rate of interest it would pay on a collateralized loan with the same payment terms as the lease by utilizing bond yields traded in the secondary market to determine the estimated cost of funds for the particular tenor. Finance Leases At December 31, 2019, the Company had 13 finance leases with an aggregate net book value of $383,547. The obligations are payable in monthly installments ranging from approximately $503 to $1,578 with interest rates from 3.0% to 5.57% per annum. The leases are secured by the related equipment. Approximate payments to be made on these finance lease obligations are as follows: 2020 $ 91,959 2021 84,332 2022 78,381 2023 80,920 2024 67,832 Thereafter 11,495 Finance lease obligation 414,919 Less: amounts representing interest 31,372 Less: current maturities of finance lease obligations 75,743 Finance lease obligations, non-current $ 307,804 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 9. DEBT Debt is classified under current and non-current liabilities held for sale on the balance sheet. Long-term debt consisted of the following: Equipment Notes Payable December 31, 2019 December 31, 2018 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ - $ 18,707 Note payable with monthly payments of $615, including interest at 6.80% per annum through August 2021. - 18,383 Note payable with monthly payments of $1,294, including interest at 14.72% per annum through March 2023. 40,733 50,072 Note payable with monthly payments of $1,063, including interest at 5.76% per annum through April 2021. 10,276 18,539 Note payable with monthly payments of $983, including interest at 4.90% per annum through August 2024. 48,566 - Note payable with monthly payments of $947 including interest at 6.14% per annum through December 2024. $ - $ 54,328 Total: $ 99,575 $ 160,029 Less current portion: (27,435 ) (38,991 ) Total non-current portion: $ 72,140 $ 121,038 As of December 31, 2019, approximate principal payments to be made on these debt obligations are as follows: Year ending December 31: Amount 2020 $ 27,435 2021 21,131 2022 19,895 2023 24,161 2024 6,953 Thereafter - Notes payable obligation 99,575 2018 Convertible Note Payable On January 2, 2018, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $400,000 in 12% Convertible Debentures (the “2018 Debentures”). The 2018 Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the “2020 Maturity Date”). Interest on the 2018 Debentures accrues at the rate of 12% per annum, payable monthly in cash, beginning on February 1, 2018 and through the 2020 Maturity Date. The 2018 Debentures are convertible into common stock at a conversion price of $15.00 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $395,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. On February 8, 2019, the 2018 Debentures were amended to reduce the interest rate to 10% and reduce the conversion price to $10.00 (the “Revised Debentures”), providing the issuance of an additional 266,667 shares upon conversion. In conjunction with these amendments, the convertible note was re-evaluated in accordance with ASC 470-50 - Debt Modifications and Extinguishments The principal balance was $415,000 at December 31, 2019 and unamortized discount was $6,106 and $137,125, respectively, as of December 31, 2019 and December 31, 2018. 2019 Convertible Note Payable On February 8, 2019, the Company entered into a securities purchase agreement with two of its directors, pursuant to which the Company sold an aggregate principal amount of $150,000 in 10% Convertible Debentures (the “2019 Debentures”). The 2019 Debentures, together with any accrued and unpaid interest, become due and payable on February 8, 2021 (the “2021 Maturity Date”). Interest on the 2019 Debentures accrues at the rate of 10% per annum, payable monthly in cash, beginning on March 1, 2019 and through the 2021 Maturity Date. The 2019 Debentures are convertible into common stock at a conversion price of $10.00 per share at the discretion of the holder, with special provisions applying to any holder whose conversion would result in the holder beneficially owning more than 4.99% of the Company’s common stock. In connection with this convertible note payable, the Company recorded a $97,500 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note using the effective interest method, or until the note is converted or repaid. The principal balance was $150,000 and unamortized discount was $85,124 as of December 31, 2019. Interest Expense For the year ended December 31, 2019, the Company incurred interest expense of $156,394 related to the amortization of the 2018 Debentures debt discount and $31,434 for the 2019 Debentures debt discount. For the year ended December 31, 2018, the Company incurred interest expense of $29,122 related to the amortization of the discount. 2019 Convertible Note Financing On October 17, 2019, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund LLC (“FirstFire”), an unrelated third party, pursuant to which, it sold a $110,000 convertible note (the “2019 Note”) to FirstFire for gross proceeds of $100,000, with an original discount issuance of $10,000. The transaction closed on October 23, 2019 upon receipt of the funds from FirstFire. The Company incurred $5,000 of legal fees for the transaction. Both the legal fees and original issue discount are amortized over the life of the agreement. The 2019 Note will mature on October 17, 2020 and will bear interest at the rate of 8% per annum, which interest will be payable on the maturity date or any redemption date and may be paid, in certain conditions, through the issuance of common shares, at the Company’s discretion. The Company makes a monthly principal payment to FirstFire of $6,000 on the 17 th The 2019 Note will be convertible into the Company’s common stock at a conversion price of $10.00 per share (the “Fixed Conversion Price”) at the discretion of the holder. At no time will FirstFire be entitled to convert any portion of the 2019 Note to the extent that after such conversion, FirstFire (together with its affiliates) would beneficially own more than 4.99% of the Company’s outstanding common stock as of such date. The 2019 Note contains standard anti-dilution protection. The 2019 Note includes customary event of default provisions, and provides for a default interest rate of 15%. Upon the occurrence of an event of default, FirstFire may require the Company to redeem all or any portion of the 2019 Note (including all accrued and unpaid interest), in cash, at a price equal to the product of (A) the amount to be redeemed multiplied by (B) 125%. In addition, upon an event of default, the conversion price would be the lower of (i) the Fixed Conversion Price or (ii) 75% of the lowest closing price of our common stock during the 10 trading days prior to the conversion date. The principal balance was $92,500 and unamortized discount was $12,000 at December 31, 2019. |
Contract Backlog
Contract Backlog | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Contract Backlog | ||
Contract Backlog | 8. CONTRACT BACKLOG As of June 30, 2020, the Company had no contract backlog. As of December 31, 2019, the Company had a contract backlog approximating $551,850, with anticipated direct costs to completion approximating $454,132. | 11. CONTRACT BACKLOG Contract backlog is classified under current and non-current liabilities held for sale on the balance sheet. At December 31, 2019, the Company had a contract backlog approximating $551,850, with anticipated direct costs to completion approximating $454,132. At December 31, 2018, the Company had a contract backlog approximating $583,392, with anticipated direct costs to completion approximating $452,884. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Other Intangibles | 9. GOODWILL AND OTHER INTANGIBLES The Company has no goodwill or other intangibles as of June 30, 2020. As of December 31, 2019, the Company had $1,373,621 in goodwill and $83,645 in other intangibles which has been re-classed to discontinued operations on the balance sheet. | 12. GOODWILL AND OTHER INTANGIBLES The tables below present a reconciliation of the Company’s goodwill and intangibles: Goodwill Balance at December 31, 2018 $ 1,373,621 Adjustments - Balance at December 31, 2019 $ 1,373,621 Intangibles – Customer List Balance at December 31, 2018 $ 83,645 Amortization (20,484 ) Balance at December 31, 2019 $ 63,161 The customer list original useful life of the asset was five years and $102,422. The balance at December 31, 2019 was $63,161 and will be amortized at $5,121 every quarter until December 31, 2022. The remaining $1,707 will be amortized in January 2023. The Company has elected to early adopt ASU 2017-04 as of January 1, 2018, which is outlined below in Note 19 in performing their 2019 impairment test, and as previously stated, noted no impairment. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisition | 13. BUSINESS ACQUISITION On February 1, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) by and among the Company, PVBJ and Benis Holdings LLC, the sole shareholder of PVBJ (“Benis Holdings”). Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding capital stock of PVBJ from Benis Holdings for an aggregate amount equal to (i) $221,800 (the “Cash Purchase Price”) which will be paid in the form of an earn-out and (ii) 22,223 shares of the Company’s common stock, par value $.0001 per share having a fair value of $1,177,779 (the “Acquisition Shares”). Pursuant to the Purchase Agreement, the Acquisition Shares were issued at closing, and the earn-out will be paid to Benis Holdings from positive earnings before taxes of PVBJ, with Benis Holdings to receive 50% of annual earnings before taxes of PVBJ until such time as Benis Holdings has received the full Cash Purchase Price. In connection with the acquisition of PVBJ, the Company entered into an employment agreement (the “Employment Agreement”) with Paul V. Benis, Jr. to serve as an Executive Vice President of the Company for a period of three years. Pursuant to the Employment Agreement, Mr. Benis shall receive an annual salary of $150,000 and have oversight of the business operations of PVBJ. The consideration transferred in the acquisition was as follows: Upfront consideration $ 1,177,779 Liabilities assumed 878,565 Total $ 2,056,343 The acquisition accounting of PVBJ, including the fair values of working capital balances, property and equipment, identifiable intangible assets and goodwill was finalized in the fourth quarter of the year ended December 31, 2018. Management did not need to record any measurement period adjustments during the period. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 30,408 Accounts receivable 277,338 Property and equipment, net 272,554 Customer list 102,422 Goodwill 1,373,621 Total assets acquired 2,056,344 Accounts payable (112,590 ) Debt assumed (590,657 ) Earn-out liability (175,318 ) Total liabilities assumed (878,565 ) Total net assets acquired $ 1,177,779 The goodwill arising from the acquisition represents the expected synergistic benefits of the transaction, primarily related to lower future operating expenses and the knowledge and experience of the workforce in place. The goodwill is not deductible for income tax purposes. A summary of identifiable intangible assets acquired, useful lives and amortization method is as follows: Useful Life in Amount Years Amortization Method Customer List $ 102,422 5 Straight Line Total $ 102,422 The results of PVBJ’s operations are included in the consolidated statements of operations beginning February 1, 2018. PVBJ’s net loss for year ended December 31, 2018 totaled $27,682. The net loss of the Company includes acquired intangible asset amortization of $18,777 for the year ended December 31, 2018. For year ended December 31, 2018, acquisition related costs for the Company totaled $44,500 and are included in general and administration expenses. Pro forma results for H/Cell Energy Corporation giving effect to the PVBJ Inc. acquisition The following pro forma financial information presents the combined results of operations of PVBJ and the Company for the year ended December 31, 2018. The pro forma financial information presents the results as if the acquisition had occurred as of the beginning of 2018. The unaudited pro forma results presented include amortization charges for acquired intangible assets, interest expense and stock-based compensation expense. Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2018. Year Ended December 31, 2018 Revenues $ 7,755,567 Net loss (549,235 ) Net loss per share: Basic (0.07 ) Diluted (0.07 ) |
Stock Options Awards and Grants
Stock Options Awards and Grants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Options Awards and Grants | 10. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2019 to June 30, 2020 is as follows: Shares Weighted- Weighted- Aggregate Outstanding 34,925 $ 6.20 2.40 $ 216,535 Grants - - - - Exercised - - - - Canceled (34,925 ) (6.20 ) (2.40 ) - Outstanding at June 30, 2020 - $ 0.00 - - Exercisable at June 30, 2020 - $ 0.00 - - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s weighted average grant date stock price of $7.916 per share, which would have been received by the option holders had those option holders exercised their options as of that date. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. As of June 30, 2020, there was no unrecognized compensation expense as all option holders had their options forfeited through the sale of Pride and PVBJ. As of December 31, 2019, there was $32,642 of unrecognized compensation expense. | 14. STOCK OPTIONS AWARDS AND GRANTS A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2018 to December 31, 2019 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 47,750 5.80 2.40 488,000 Grants 3,250 19.00 2.63 - Exercised - - - - Canceled (16,075 ) 1.00 - - Outstanding at December 31, 2019 34,925 $ 6.20 4.15 - Exercisable at December 31, 2019 18,419 $ 0.20 2.40 $ 176,375 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s weighted average grant date stock price of $7.916 per share, which would have been received by the option holders had those option holders exercised their options as of that date. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For incentive options granted to employees, the Company accounts for the expected life in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards was estimated using the Black-Scholes pricing model. As of December 31, 2019, there was $32,642 of unrecognized compensation expense. As of December 31, 2018, there was $56,745 of unrecognized compensation expense. |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment Information | 11. SEGMENT INFORMATION The Company’s business was organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. Due to the sale of both Pride and PVBJ (See Note 16) the Company operates in only one reportable segment. Please refer to Note 16 for further detail and Management’s Discussion and Analysis for further detail. | 15. SEGMENT INFORMATION Segment information is included on the balance sheet as part of assets held for sale and under discontinued operations on the income statement. The Company’s business is organized into two reportable segments: renewable systems integration revenue and non-renewable systems integration revenue. The reporting segments follow the same accounting policies used in the preparation of the Company’s consolidated financial statements. The following represents selected information for the Company’s reportable segments for the years ended December 31, 2019 and 2018. December 31, 2019 December 31, 2018 Assets by Segment Renewable systems integration $ 1,642,592 $ 1,540,423 Non-renewable systems integration 1,825,839 1,984,084 $ 3,468,431 3,524,507 For the Years Ended December 31, 2019 December 31, 2018 Revenue by segment Renewable systems integration $ 203,394 $ 40,548 Non-renewable system integration 6,613,930 7,505,889 $ 6,817,324 $ 7,546,437 Cost of sales by segment Renewable systems integration $ 144,695 $ 40,376 Non-renewable system integration 4,710,183 5,492,607 $ 4,854,878 $ 5,532,983 Operating expenses Renewable Systems integration $ 447,783 $ 565,700 Non-renewable system Integration 1,968,002 1,881,160 $ 2,415,785 $ 2,446,860 Operating (loss) income by segment Renewable Systems integration $ (389,084 ) $ (565,528 ) Non-renewable system Integration (64,255 ) 132,122 $ (453,339 ) $ (433,406 ) Please refer to footnote 3 for related party transactions. |
401(k) Plans
401(k) Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
401(k) Plans | 16. 401(k) PLANS Substantially all of the Company’s employees may elect to defer a portion of their annual compensation in the Company-sponsored 401(k) tax-deferred savings plans. The Company makes matching contributions in these plans. The amount charged to expense for these plans was $56,310 for the year ended December 31, 2019 and $12,324 for the year ended December 31, 2018 and is included in discontinued operations on the income statement. |
Income Tax
Income Tax | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Tax | 12. INCOME TAX For the three and six months ended June 30, 2020 and 2019, the Company did not record any income tax expense or benefit. No tax benefit has been recorded in relation to the pre-tax income for the three months ended June 30, 2018 and loss for the six months ended June 30, 2018, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the three and months ended June 30, 2020.The Company did not have a deferred tax asset as of June 30, 2020. | 18. INCOME TAX The components of income tax expense (benefit) are as follows and included on the balance sheet in assets for sale and liabilities for sale Year Ended December 31, Current 2019 2018 U.S. Federal $ - $ - U.S. State and local 8,000 13,000 Australia 1,000 9,000 Total current 9,000 22,000 Year Ended December 31, Deferred 2019 2018 U.S. Federal $ - $ - U.S. State and local - - Australia 4,000 (6,000 ) Total deferred 4,000 (6,000 ) Total income tax expense 13,000 16,000 At December 31, 2019 and 2018, the Company had deferred tax assets of $582,000 and $430,000, respectively, against which a valuation allowance of $536,000 and $380,000, respectively, had been recorded. The change in the valuation allowance for the year ended December 31, 2019 was an increase of $156,000. The increase in the valuation allowance for the year ended December 31, 2019 was mainly attributable to increases in U.S. net operating losses and share-based compensation, which resulted in an increase in the Company’s deferred tax assets. The Company periodically assesses the likelihood that it will be able to recover the deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income. Significant components of our deferred tax assets at December 31, 2019 and 2018 were as follows: December 31, Deferred tax assets: 2019 2018 Net operating loss carryforwards – U.S. 371,000 224,000 Charitable contribution carryforward 6,000 3,000 Share-based compensation 159,000 153,000 Accrued liabilities 46,000 50,000 Gross deferred tax assets 582,000 430,000 Valuation allowance (536,000 ) (380,000 ) Net deferred tax assets 46,000 50,000 A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (7.1 ) (7.1 ) Other (11.1 ) (9.1 ) Change in valuation allowance (4.6 ) (7.4 ) Effective tax rate (1.8 )% (3.0 )% The Company had approximately $1,236,000 and $749,000 of gross net operating loss (“NOL”) carryforwards (U.S. federal and state) as of December 31, 2019 and 2018, respectively, which begin to expire after 2036 through 2039. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. |
Note Payable
Note Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Note Payable | 13. NOTE PAYABLE QRIDA Loan On May 6, 2020, the Company entered into a loan for $160,410 with the Queensland Rural and Industry Development Authority. The interest rate was 2.50% with a term of ten years. Through the disposition of Pride the Company no longer has this loan as a liability on its balance sheet. 2019 Convertible Note Financing On October 17, 2019, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund LLC (“FirstFire”), an unrelated third party, pursuant to which it issued a $110,000 convertible note (the “2019 Note”) to FirstFire for gross proceeds of $100,000, with an original discount issuance of $10,000. The transaction closed on October 23, 2019 upon receipt of the funds from FirstFire. The Company incurred $5,000 of legal fees for the transaction. Both the legal fees and original issue discount are amortized over the life of the agreement. On May 18, 2020 FirstFire converted $15,450 of the balance due for 5,000 shares. 2020 Convertible Note Financing On January 15, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with FirstFire, , pursuant to which the Company issued a $85,250 principal amount convertible note for gross proceeds of $77,500, with an original discount issuance of $7,750. The transaction closed on January 16, 2020. The Company incurred $2,500 of legal fees for this transaction. On June 18, 2020, the Company and FirstFire entered into a settlement agreement whereby both the 2019 and 2020 notes were cancelled and all remaining amounts due under the above notes were settled for $90,000 The Company has no further obligations with respect to any of the notes under terms of the First Fire Note settlement. The Notes were cancelled, and all remaining contractual obligations there under were extinguished under terms of a Settlement and Release Agreement which resulted in a gain on the income statement of $81,203 for the three and six months ended June 30, 2020. Paycheck Protection Program Loan On May 5, 2020, the Company entered into a term note with Comerica Bank, with a principal amount of $20,000 thousand pursuant to the Paycheck Protection Program (“PPP Term Note”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan is evidenced by a promissory note. The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning in November 2020, the Company will make 18 equal monthly payments of principal and interest with the final payment due in April 2022. The PPP Term Note may be accelerated upon the occurrence of an event of default. The PPP Term Note is unsecured and guaranteed by the United States Small Business Administration. The Company may apply to Comerica Bank for forgiveness of the PPP Term Note, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the eight-week period beginning upon receipt of PPP Term Note funds, calculated in accordance with the terms of the CARES Act. At this time, the Company is not in a position to quantify the portion of the PPP Term Note that will be forgiven. Director Related Party Note On June 19, 2020, the Company entered into a Promissory Note with a director of the Company (the “Lender”), for the principal amount up to $230,332 bearing interest with interest at 6% per annum. The entire principal and interest upon the Promissory Note are due on June 19, 2021. As of June 30, 2020 $179,838, is due on this note due to advanced funds being received on the note to settle certain liabilities and the note being fully funded subsequent to quarter end. The note incurred interest expense of $416 for the three months ended June 30, 2020. | 10. NOTE PAYABLE Note payable is classified under current and non-current liabilities held for sale on the balance sheet. On August 21, 2018, PVBJ entered into a loan and security agreement (the “Credit Agreement”) with Thermo Communications Funding, LLC (“Thermo”). The Credit Agreement provides for a revolving line of credit in an amount not to exceed $350,000, which is evidenced by a promissory note issued by PVBJ to Thermo (the “Note”). Pursuant to the Credit Agreement, PVBJ granted a security interest to Thermo in all of its assets. In addition, pursuant to a limited recourse guaranty, Andrew Hidalgo, the Company’s Chief Executive Officer personally guaranteed the repayment of the Credit Agreement under certain conditions. Pursuant to the terms of the Credit Agreement, the Company is permitted to borrow up to $350,000 under the revolving credit line, under a borrowing base equal to the lesser of (i) or 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000, excluding intercompany loans to H/Cell. The loan commitment shall expire on August 21, 2020. As of December 31, 2019, the Company was in compliance with these covenants. The facility was increased to $400,000 in August of 2019. The interest rate applicable to revolving loans under the Credit Agreement is prime plus 5.0%, subject to a minimum interest rate of 9.5%. The Company paid a loan commitment fee of $7,000, of which $3,500 was paid on closing, and $3,500 was paid on the first anniversary. The Company will also pay a monthly monitoring fee during the term of the Credit Agreement of 0.33% of the average outstanding balance, payable monthly in arrears. The Company may prepay the Note at any time and terminate the Credit Agreement. In the event that the Company terminates the Credit Agreement, the Company will pay Thermo an early termination fee equal to 4% of the pro rata portion, which pro rata portion is determined by multiplying $400,000 by the number of months prior to the second anniversary of the effective date of the Credit Agreement and then dividing that by 24. The obligations of PVBJ under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default including, without limitation, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, an ERISA reportable event occurs, a change of control and a change in the Company’s financial condition that could have a material adverse effect on the Company. As of December 31, 2019, funds totaling $70,254 were available for borrowing under the Credit Agreement. For the years ended December 31, 2019 and 2018, the Company incurred interest expense of $20,882 and $8,847, respectively, related to interest for the Thermo credit line. |
Equity Purchase Agreement
Equity Purchase Agreement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity Purchase Agreement Abstract | ||
Equity Purchase Agreement | 14. EQUITY PURCHASE AGREEMENT On March 12, 2019, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) and a registration rights agreement with an accredited investor (the “Investor”), pursuant to which the Investor has agreed to purchase from the Company up to $450,000 in shares (the “Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Additionally, on March 12, 2019, the Company agreed to donate 1,750 shares of common stock to the manager of the Investor. The Company recorded value of these shares at the market price and is included in general and administrative expenses. On June 24, 2019, the Company provided written notice to the Investor that the Company elected to terminate the Equity Agreement, effective immediately. No Shares were sold pursuant to the Equity Purchase Agreement. On August 30, 2019, the 1,750 donation shares were returned to the Company and canceled. On July 9, 2019, we entered into an equity financing agreement with GHS Investments LLC (the “GHS Financing Agreement); in connection therewith, we filed a Form S-1 Registration Statement (the “S-1”) registering up to 700,000 Common Stock Shares, which S-1 was declared effective on July 19, 2019. On May 19, 2020, we filed a Post-Effective Amendment No. 1 on Form S-1 amending the S-1 to deregister all securities registered pursuant to said S-1, which as of the date of such Amendment, 22,513 Common Stock Shares were unissued (the “Post Effective S-1”). The Post Effective S-1 was declared effective on May 21, 2020, at which time the Offering described in the S-1 was terminated, as well as the contractual obligations under the GHS Financing Agreement. | 17. EQUITY PURCHASE AGREEMENT Triton Funds On March 12, 2019, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with an accredited investor (the “Investor”), pursuant to which the Investor has agreed to purchase from the Company up to $450,000 in shares (the “Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Additionally, on March 12, 2019, the Company agreed to donate 1,750 shares of common stock to the manager of the Investor. The Company recorded value of these shares at the market price and is included in general and administrative expenses. On June 24, 2019, the Company provided written notice to the Investor that the Company elected to terminate the Equity Agreement, effective immediately. No Shares were sold pursuant to the Equity Purchase Agreement. On August 30, 2019, the 1,750 donation shares were returned to the Company and canceled. GHS Investments On July 9, 2019, the Company entered into an equity financing agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant to which GHS has agreed to purchase from the Company up to $3,000,000 in shares (the “Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Additionally, the Company issued 1,500 shares to GHS as a commitment fee including in the balance sheet under deferred offering cost along with $90,000 in legal fees. Under the Purchase Agreement, the Company has the right, from time to time at its sole discretion and subject to certain conditions, to direct GHS to purchase shares of common stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The purchase price of shares of common stock pursuant to the Purchase Agreement will be 80% of the lowest trading price of the common stock during the 10 trading days prior to the Put (the “Pricing Period”). Such sales of common stock by the Company, if any, may occur from time to time, at the Company’s option, over the 24-month period commencing on July 31, 2019. The number of Shares that the Company may direct GHS to purchase per Put is limited by the average daily trading volume of the common stock prior to the Put, as follows: i. If between zero (0) to seven hundred fifty (750) Shares are traded on average per day during the Pricing Period, the relevant Put shall be capped to seven hundred fifty (750) Shares; ii. If between seven hundred fifty-one (751) Shares to one thousand five hundred (1,500) Shares are traded on average per day, the relevant Put shall be capped to one thousand five hundred (1,500) Shares; iii. If between one thousand five hundred and one (1,501) Shares to three thousand (3,000) Shares are traded on average per day, the relevant Put shall be capped to three thousand (3,000) Shares; iv. If between three thousand and one (3,001) Shares to seven thousand five hundred (7,500) Shares are traded on average per day, the relevant Put shall be capped to seven thousand five hundred (7,500) Shares; and v. If the average daily traded volume for the Pricing Period is equal to or greater than seven thousand five hundred and one (7,501) Shares, then the relevant Put shall be limited to an amount which equals two times (2x) the average daily volume for the Shares during the Pricing Period. In all instances, the Company may not sell shares of its common stock to GHS under the Purchase Agreement if it would result in GHS beneficially owning more than 4.99% of the Company’s common stock. In addition, no Put can be made in an amount that exceeds $400,000. The Company has sold an aggregate of 5,475 shares for proceeds of $37,094 during the year ended December 31, 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
Recent Accounting Pronouncements | 15. RECENT ACCOUNTING PRONOUNCEMENTS In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard became effective for the Company beginning January 1, 2019, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard became effective for the Company January 1, 2020, with early adoption permitted. The Company has adopted this standard and has no impact on its consolidated financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—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. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021 and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. | 19. RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02 and issued subsequent amendments to the initial guidance thereafter. This ASU requires an entity to recognize a right of use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification of the underlying lease as either finance or operating. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was effective for the Company on January 1, 2019. Entities are required to adopt ASU 2016-02 using a modified retrospective transition method. Full retrospective transition is prohibited. The guidance permits an entity to apply the standard’s transition provisions at either the beginning of the earliest comparative period presented in the financial statements or the beginning of the period of adoption (i.e., on the effective date). The Company adopted the new standard on its effective date. The new standard provides several optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of hindsight or the practical expedient pertaining to land easements; the latter not being applicable to it. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize right of use assets or lease liabilities, and this includes not recognizing right of use assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient not to separate lease and non-lease components for all of its leases in existence at December 31, 2019, which means all consideration that is fixed, or in-substance fixed, relating to the non-lease components will be captured as part of the Company’s lease components for balance sheet purposes. For the year ended December 31, 2019, the Company recognized additional lease liabilities of $383,547 with corresponding right of use assets of the same amount based on the present value of the remaining minimum rental payments for existing leases on its Consolidated Balance Sheets. See Note 8, “Leases,” above, for additional lease disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and issued subsequent amendments to the initial guidance, collectively, Topic 326. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. The ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. ASU 2016-13 will be effective for the Company on January 1, 2020. Based on financial instruments currently held by the Company, the adoption of ASU 2016-13 will primarily impact its trade receivables, specifically its allowance for doubtful accounts. Due to the historical, current and expected credit quality of its customers, the Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial results, due to the minimal amount of historical write-offs of accounts receivable. The Company currently expects its valuation of credit losses on a forward looking basis to be materially consistent. The Company also expects the adoption of ASU 2016-13 to increase the disclosures associated with its allowance for doubtful accounts on its trade receivables. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 as part of the goodwill impairment test. The amount of the impairment charge to be recognized would now be the amount by which the carrying value exceeds the reporting unit’s fair value. The loss to be recognized cannot exceed the amount of goodwill allocated to that reporting unit. The amendments in ASU 2017-04 are effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company has elected to early adopt ASU 2017-04 as of January 1, 2018. The Company has applied the guidance related to ASU 2017-04 during its annual impairment test in the fourth quarter of 2018 and 2019. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the entity initially adopts the amendments in this update. The Company elected to early adopt this standard in performing their 2019 impairment test. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for nonemployee share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The new standard will become effective for the Company beginning January 1, 2019, with early adoption permitted. The Company adopted the standard effective January, 2019 and it did not have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 amends ASC 350-40 and aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company will adopt ASU 2018-15 effective January 1, 2020. The Company does not believe that the adoption of ASU 2018-15 will have a material impact on its consolidated financial statements. In August 2018, the FASB issue ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The new standard will become effective for the Company January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. ASU 2109-12 eliminates certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted change in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is currently in the process of evaluating the effect that ASU 2019-12 will have on its consolidated financial results. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 16. DISCONTINUED OPERATIONS Sale of PVBJ On April 21, 2020, the Company’s Board of Directors authorized its resale of PVBJ pursuant to the following Sale of Pride On May 18, 2020, the Company executed a Purchase and Sale Agreement between with Turquino providing for our sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. The gain/loss on discontinued operations consists of the following: June 30, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 The results of discontinued operations are as follows: Three months ended Three months ended Six months ended Six months ended PVBJ Revenue Sales $ 85,028 $ 747,071 $ 722,786 $ 1,422,025 Total revenue 85,028 747,071 722,786 1,422,025 Cost of goods sold Direct costs 48,655 534,154 560,328 1,059,884 Total cost of goods sold $ 48,655 $ 534,154 $ 560,328 $ 1,059,884 Selling, general and administrative 61,812 125,408 230,807 298,011 Net income (loss) for period $ (25,439 ) $ 79,031 $ (68,349 ) $ 64,130 Three months ended Three months ended Six months ended Six months ended Pride Revenue Sales $ 440,270 $ 1,180,850 $ 1,474,460 $ 2,210,169 Total revenue 440,270 1,180,850 1,474,460 2,210,169 Cost of goods sold Direct costs 323,514 775,170 1,121,121 1,445,878 Total cost of goods sold $ 323,514 $ 775,170 $ 1,121,121 $ 1,445,878 Selling, general and administrative 147,695 372,392 440,396 632,085 Net income (loss) for period $ (30,939 ) $ 33,288 $ (87,057 ) $ 132,206 Gain (loss) from discontinued operations: Results from discontinued operations $ (56,378 ) $ 112,319 $ (155,406 ) $ 196,396 Loss on disposal of assets (789,425 ) - (789,425 ) - Loss from discontinued operations $ (845,803 ) $ 112,319 $ (944,831 ) $ 196,396 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,393 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 20. LOSS PER SHARE The following table sets forth the information needed to compute basic and diluted loss per share: Year Ended December 31, 2019 Year Ended December 31, 2018 Net loss $ (712,441 ) $ (600,735 ) Weighted average common shares outstanding 382,233 379,301 Basic net loss per share $ (1.86 ) $ (1.86 ) Diluted net loss per share $ (1.58 ) $ (1.58 ) For the ended December 31, 2019 certain potential shares of common stock have been excluded from the calculation of diluted income per share because of a net loss, and therefore, the effect on diluted income per share would have been anti-dilutive. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 17. GOING CONCERN At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should the Company be unable to continue as a going concern. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19), a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, the Company has sold its office in the U.S.; Australia remains fully operational as the Company’s operations service governmental offices and hospitals. The Company has adjusted certain aspects of the Company’s operations to protect its employees and customers while still meeting customers’ needs for vital services. The Company will continue to monitor the situation closely and it is possible that it will implement further measures. In light of the uncertainty as to the severity and duration of the pandemic, the impact on the Company’s revenues, profitability and financial position is uncertain at this time. As reflected in the quarterly financial statements, the Company has a net loss of $1,235,095 and net operating cash used of $230,899 for the six months ended June 30, 2020. In addition, the Company is a start up in the renewable energy space and has generated limited revenues to date. Due to the sale of PVBJ and Pride the Company has alleviated liabilities on its balance sheet such as the line of credit due in August 2020, earn out payable, and other notes and finance leases payables relating to vehicles. Management has evaluated the significance of these conditions and under these circumstances expects that its current cash resources, operating cash flows and ability to secure financing (See Note 18 - Subsequent Events) would be sufficient to sustain operations for a period greater than one year from the quarterly report issuance date. | 21. GOING CONCERN At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances. The Company is required to make certain additional disclosures if it concludes substantial doubt exists and it is not alleviated by the Company’s plans or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. As reflected in the year-end financial statements, the Company has a net loss of $724,393, net cash used in operations of $412,196, and working capital deficit of $249,147 for the year ended December 31, 2019. In August 2020 the line of credit balance is due, in October 2020 the Company has a convertible note due, and in January 2021 the Company has a convertible note payable – related party due. In addition, the Company is a start- up in the renewable energy space and has generated limited revenues to date. Consolidated cash on hand as of March 24, 2020 was $144,638. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. As of the date of this filing, our offices remain open in both the U.S. and Australia as our operations service governmental offices and hospitals. We have adjusted certain aspects of our operations to protect our employees and customers while still meeting customers’ needs for our vital services. We will continue to monitor the situation closely and it is possible that we will implement further measures. In light of the uncertainty as to the severity and duration of the pandemic, the impact on our revenues, profitability and financial position is uncertain at this time. Management has evaluated the significance of these conditions and under these circumstances expects that its current cash resources, operating cash flows and ability to get financing would be sufficient to sustain operations for a period greater than one year from the annual report issuance date. The Company still has access to, and the ability for, financing via issuing convertible notes as the Company has done subsequently in January 2020. The Company has also extended some previous notes terms maturities with related parties and may continue to do so. Our line of credit creditor and convertible note due in 2020 have both expressed a willingness to refinance and/or extend the terms. Due to COVID-19 there has been various tax breaks and loan possibilities that the Company will take advantage of. In addition the operating budgets of each subsidiary project to produce enough cash flow to continue to cover expenses and between January 1, 2020 and March 24, 2020, the Company has sold an aggregate of 3,938 shares of Common Stock to GHS under the Purchase Agreement for working capital and for the aggregate net proceeds of $19,827, therefore, the identified conditions noted above have been alleviated. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 18. SUBSEQUENT EVENTS Effective July 17, 2020, a director of the Corporation lent the Company $50,000 at 6% per annum payable on the due date, June 19, 2021 (the “$50,000 Note”). Effective July 22, 2020, an additional loan by the same director was provided to the Corporation for a principal amount of $299,900 at 6% per annum payable on the due date of June 19, 2021 (the $299,900 Note”). The $50,000 Note and the $299,900 Note are related party transactions. On August 12, 2020, pursuant to a Seed Capital Subscription Agreement, we made an equity investment into VoltH2 Holdings AG (“ VoltH2 On September 29, 2020, the Company filed an amendment to and restatement of its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”). Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation, (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock, and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000. Effective as of the opening of market trading on October 6, 2020, the Company’s common stock will trade under the symbol HCCCD for 20 business days to designate the Reverse Split, after which, the ticker symbol will change to VIHD. | 22. SUBSEQUENT EVENTS On January 3, 2020, the Company entered into an amendment agreement (the “Amendment”) with two of its directors (the “Holders”), to convertible notes issued by the Company to the Holders in January 2018 (the “2018 Notes”). Pursuant to the Amendment, which was effective as of January 2, 2020, the maturity date of the 2018 Notes was amended from January 2, 2020 to February 8, 2021 and the Holders waived any defaults that might have occurred prior to the date of the Amendment. Sale of PVBJ On April 21, 2020, the Company’s Board of Directors authorized its resale of PVBJ pursuant to the following Sale of Pride On May 18, 2020, the Company executed a Purchase and Sale Agreement between with Turquino providing for our sale of 100% of Pride’s outstanding stock Pride to Turquino in return for Turquino’s assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the “Agreement”). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. The gain/loss on discontinued operations consists of the following: Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 The results of discontinued operations are as follows: Year ended Year ended PVBJ Revenue Sales $ 2,873,796 $ 2,440,854 Total revenue 2,873,796 2,440,854 Cost of goods sold Direct costs 2,152,120 1,824,818 Total cost of goods sold 2,152,120 1,824,818 Selling, general and administrative 665,507 477,978 Net income for period $ 56,169 $ 138,058 Year ended Year ended Pride Revenue Sales $ 3,943,528 5,065,035 Total revenue 3,943,528 5,065,035 Cost of goods sold Direct costs 2,702,758 3,676,288 Total cost of goods sold 2,702,758 3,676,288 Selling, general and administrative 1,229,289 1,466,972 Net income (loss) for period $ 11,481 $ (78,225 ) Results from discontinued operations $ 67,650 $ 59,833 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 The discontinued operations of the balance sheet as of December 31, 2018 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 314,694 $ 19,287 Accounts receivable 697,216 395,190 Prepaid expenses 4,453 - Costs and earnings in excess of billings 45,478 - Total current assets 1,061,841 414,477 Property and equipment, net 135,712 358,338 Security deposits and other non-current assets 31,330 - Deferred tax asset 32,386 - Customer lists, net - 83,645 Goodwill - 1,373,621 Total assets $ 1,261,169 $ 2,230,081 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 699,558 $ 214,135 Billings in excess of costs and earnings 45,331 150,000 Sales and withholding tax payable 66,696 - Current equipment notes payable 17,346 21,645 Current finance lease payable - 65,265 Total current liabilities 828,931 451,045 Noncurrent liabilities Earn-out payable - 190,736 Line of credit - 28,359 Finance leases - 280,382 Equipment notes payable 51,264 51,390 Convertible notes payable – related party, net of discounts - Total noncurrent liabilities 51,264 550,867 Total liabilities 880,195 1,001,912 December 31, 2018 Pride current assets $ 1,061,841 PVBJ current assets 414,477 Current assets of discontinued operations $ 1,476,318 Pride non-current assets $ 199,428 PVBJ non-current assets 1,815,604 Non-current assets of discontinued operations $ 2,015,032 December 31, 2018 Pride current liabilities $ 828,931 PVBJ current liabilities 451,045 Current liabilities of discontinued operations $ 1,279,976 Pride non-current liabilities $ 51,264 PVBJ non-current liabilities 550,867 Non-current liabilities of discontinued operations $ 602,131 On January 15, 2020, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund LLC (the “Investor”), an unrelated third party, pursuant to which, the Company sold a $85,250 principal amount convertible note (the “Note”) to the Investor for gross proceeds of $77,500, with an original discount issuance of $7,750 (the “Offering”). The transaction closed on January 16, 2020 upon receipt of the funds from the Investor. The Note will mature on January 15, 2021 and will bear interest at the rate of 8% per annum, which interest will be payable on the maturity date or any redemption date and may be paid, in certain conditions, through the issuance of common shares, at the discretion of the Company. The Company shall make a monthly principal payment to the Investor of $4,500 on the 15 th The Note will be convertible into the Company’s common shares, par value $0.0001 per share (“Common Stock”) at a conversion price of $10.00 per share (the “Fixed Conversion Price”) at the discretion of the holder. At no time will the Investor be entitled to convert any portion of Convertible Note to the extent that after such conversion, the Investor (together with its affiliates) would beneficially own more than 4.99% of our outstanding Common Stock as of such date. The Note contains standard anti-dilution protection. The Note includes customary event of default provisions and provides for a default interest rate of 15%. Upon the occurrence of an event of default, the Investor may require the Company to redeem all or any portion of the Note (including all accrued and unpaid interest), in cash, at a price equal to the product of (A) the amount to be redeemed multiplied by (B) 125%. In addition, upon an event of default, the conversion price would be the lower of (i) the Fixed Conversion Price or (ii) 75% of the lowest closing price of the Common Stock during the 10 trading days prior to the conversion date. Between January 1, 2020 and March 24, 2020, the Company has sold an aggregate of 3,938 shares of Common Stock to GHS under the Purchase Agreement for working capital and for the aggregate net proceeds of $19,827. On February 27, 2020, the Company extended the lease in Kunda Park, Queensland Australia, which started in May 2018 and now expires in April 2027. On March 10, 2020, the Company signed an amendment to the Thermo Credit lending facility which confirms the line was increased to $400,000. On September 29, 2020, the Company filed an amendment to and restatement of its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”). Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation, (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock, and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000. Effective as of the opening of market trading on October 6, 2020, the Company’s common stock will trade under the symbol HCCCD for 20 business days to designate the Reverse Split, after which, the ticker symbol will change to VIHD. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or any other interim period or for any other future year. These unaudited condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC. As of June 30, 2020 the company no longer consolidates Pride or PVBJ as they have been dissolved and the financials presented are just of H/Cell. Results from pride and PVBJ have been recast in the current period and comparative periods in discontinued operations. The balance sheet as of December 31, 2019 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All inter-company transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation specifically as it relates to the reclassification of assets, liabilities, operating results, cash flows and the accumulated comprehensive loss as a result of the Company’s disposition of interests in our PVBJ and Pride subsidiaries. | Reclassification Certain prior period amounts have been reclassified to conform to current period presentation. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At June 30, 2020 and December 31, 2019, there was no allowance for doubtful accounts required. | Accounts Receivable Accounts receivable are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers. Accounts are written off as uncollectible after collection efforts have failed. In addition, the Company does not generally charge interest on past-due accounts or require collateral. At December 31, 2019 and 2018, there was no allowance for doubtful accounts required. |
Property and Equipment, and Depreciation | Property and Equipment, and Depreciation Property and equipment are stated at cost. Depreciation is generally provided using the straight line method over the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight line basis over the shorter of the remaining term of the lease or the estimated useful life of the improvement. Repairs and maintenance that do not improve or extend the lives of the property and equipment are charged to expense as incurred. | |
Goodwill and Finite-Lived Intangible Assets | Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology-based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 0% of the Company’s consolidated total assets at June 30, 2020 and 41% at December 31, 2019. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired, and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of June 30, 2020, the Company had no goodwill and has included the write-off of goodwill in the calculation of the loss on disposal of PVBJ. (see Discontinued Operations Note 16). | Goodwill and Finite-Lived Intangible Assets Goodwill represents the excess of the aggregate of the following (1) consideration transferred, (2) the fair value of any non-controlling interest in the acquiree, and (3) if the business combination is achieved in stages, the acquisition-date fair value of our previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Identifiable intangible assets consist primarily of customer lists and relationships, non-compete agreements and technology based intangibles and other contractual agreements. The Company amortizes finite lived identifiable intangible assets over five years, on a straight-line basis to their estimated residual values and periodically reviews them for impairment. Total goodwill and identifiable intangible assets comprised 41% of the Company’s consolidated total assets at each of December 31, 2019 and 2018. The Company uses the acquisition method of accounting for all business combinations and does not amortize goodwill. Goodwill is tested for possible impairment annually during the fourth quarter of each fiscal year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform the two-step impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, its goodwill is not impaired and the second step of the impairment test is not necessary. If the carrying amount of the reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with its carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. As of December 31, 2019, the Company had recorded goodwill in the amount of $1,373,621 related to the PVBJ acquisition included in the non-current assets for sale on the balance sheet. The performance of the Company’s fiscal 2019 impairment analysis did not result in an impairment of the Company’s goodwill. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive loss. The Company’s other comprehensive loss is comprised of foreign currency translation adjustments. The balance of accumulated other comprehensive loss is zero at June 30, 2020 due to the disposition of Pride on May 18, 2020. | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net loss and other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of foreign currency translation adjustments and has been reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. |
Advertising Costs | Advertising Costs Advertising costs are charged to expense during the period in which they are incurred. Advertising expense for the years ended December 31, 2019 and 2018 was $9,350 and $4,426, respectively, and reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. | |
Currency Translation | Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Australia based Pride is maintained in the local currency, the Australian Dollar (AUD$), which is also its functional currency. For the three and six months ended June 30, 2020, the Company recorded other comprehensive loss of $6,769 and $19,869 respectively due to foreign currency translation in the condensed consolidated financial statements. For the three and six months ended June 30, 2019, the Company recorded other comprehensive loss of $4,239 and income of $14,373 respectively from foreign currency translation. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations at June 30, 2020 due to the disposition of Pride on May 18, 2020. | Currency Translation The Company translates its foreign subsidiary’s assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in accumulated other comprehensive income. The Company records gains and losses from changes in exchange rates on transactions denominated in currencies other than each reporting location’s functional currency in net income (loss) for each period. Items included in the financial statements of each entity in the group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional and reporting currency of the Company is the United States Dollar (“U.S. Dollar”). The financial records of Pride located in Australia, is maintained in the local currency, the Australian Dollar (AUD$) which is also its functional currency. For the year ended December 31, 2019, the Company recorded other comprehensive income from a translation gain of $11,952 in the consolidated financial statements. For the year ended December 31, 2018, the Company recorded other comprehensive loss from a translation loss of $46,725 in the consolidated financial statements. The balance of comprehensive loss and accumulated comprehensive loss has been reclassified to discontinued operations at December 31, 2020 and 2019 to show the effect of the disposition of Pride on May 18, 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short-term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five-step process is as follows: Identify the Contract with a Customer The Company used to receive almost all of its contracts from only two sources, referrals, or government bids. In a referral, a client that the Company has an ongoing business relationship with refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual services, then the services are considered the only performance obligation. If the contractual services include design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; and 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, it generates a budget of projected costs for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize Revenue When (or As) the Entity Satisfies a Performance Obligations The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standard Update (“ASU”) ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”) using the modified retrospective method applied to those contracts which were not completed as of December 31, 2018. Results for reporting periods beginning January 1, 2018 are presented under ASU 2014-09, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Under ASU 2014-09 requirements, the Company recognizes revenue from the installation or construction of projects and service or short term projects over time using the cost-based input method. The Company accounts for a contract when: (i) it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance, and (v) collectability of consideration is probable. The Company considers the start of a project to be when the above criteria have been met and the Company either has written authorization from the customer to proceed or an executed contract. A detailed breakdown of the five step process is as follows: Identify the Contract with a Customer The Company receives almost all of its contracts from only two sources, referrals or government bids. In a referral, a client that the Company has an ongoing business relationship refers the Company to perform services. In a government bid, the Company applies to perform services for public projects. The contracts have a pattern of being stand-alone contracts. Identify the Performance Obligations in the Contract The performance obligation of the Company is to perform a contractually agreed upon task for the customer. If the contract is stated to provide only contractual service, then the service is considered the only performance obligation. If the contractual service includes design and or engineering in addition to the contract, it is considered a single performance obligation. Determine the Transaction Price The nature of the industry involves a number of uncertainties that can affect the current state of the contract. Variable considerations are the estimates made due to a contract modification in the contractual service. Change orders, claims, extras, or back charges are common in contractual services activity as a form of variable consideration. If there is going to be a contract modification, judgment by management will need to be made to determine if the variable consideration is enforceable. The following factors are considered in determining if the variable consideration is enforceable: 1. The customer’s written approval of the scope of the change order; 2. Current contract language that indicates clear and enforceable entitlement relating to the change order; 3. Separate documentation for the change order costs that are identifiable and reasonable; or 4. The Company’s favorable experience in negotiating change orders, especially as it relates to the specific type of contract and change order being evaluated Once the Company receives a contract, a budget of projected costs is generated for the contract based on the contract price. If the scope of the contract during the contractual period needs to be modified, the Company typically files a change order. The Company does not continue to perform services until the change modification is agreed upon with documentation by both the Company and the customer. There are few times that claims, extras, or back charges are included in the contract. Allocate the Transaction Price to the Performance Obligations in the Contract If there are multiple performance obligations to the contract, the costs must be allocated appropriately and consistently to each performance obligation. In the Company’s experience, usually only one performance obligation is stated per contract. If there are multiple services provided for one customer, the Company has a policy of splitting out the services over multiple contracts. Recognize revenue when (or as) the entity satisfies a performance obligation: The Company uses the total costs incurred on the project relative to the total expected costs to satisfy the performance obligation. The input method involves measuring the resources consumed, labor hours expended, costs incurred, time lapsed, or machine hours used relative to the total expected inputs to the satisfaction of the performance obligation. Costs incurred prior to actual contract (i.e. design, engineering, procurement of material, etc.) should not be recognized as the client does not have control of the good/service provided. When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire estimated loss in the period the loss becomes known. Project contracts typically provide for a schedule of billings or invoices to the customer based on the Company’s job to date percentage of completion of specific tasks inherent in the fulfillment of its performance obligation(s). The schedules for such billings usually do not precisely match the schedule on which costs are incurred. As a result, contract revenue recognized in the statement of operations can and usually does differ from amounts that can be billed or invoiced to the customer at any point during the contract. Amounts by which cumulative contract revenue recognized on a contract as of a given date exceed cumulative billings and unbilled receivables to the customer under the contract represent contract assets and are reflected as a current asset in the Company’s balance sheet under the captions “Costs and estimated earnings in excess of billings” and “Unbilled accounts receivable.” Amounts by which cumulative billings to the customer under a contract as of a given date exceed cumulative contract revenue recognized on the contract are reflected as a current liability in the Company’s balance sheet under the caption “Billings in excess of costs and estimated earnings.” |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of June 30, 2020 or December 31, 2019. | Cash and Cash Equivalents Cash and cash equivalents includes cash in bank and money market funds as well as other highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents as of December 31, 2019 or 2018. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The impact of forfeitures is recorded in the period in which they occur. Our outstanding awards do not contain market or performance conditions. | Stock-Based Compensation The Company recognizes expense for its stock-based compensation based on the fair value of the awards at the time they are granted. The Company estimates the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of stock-based payment awards on the date of grant is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, expected term and risk-free interest rate expected. The Company recognizes forfeitures in the period in which they occur. The Company’s outstanding awards do not contain market or performance conditions. |
Sales and Use Tax | Sales and Use Tax The Company collects sales tax in various jurisdictions. Upon collection from customers, it records the amount as a payable to the related jurisdiction. On a periodic basis, it files a sales tax return with the jurisdictions and remits the amount indicated on the return. | |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes pursuant to Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes The determination of the Company’s provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. The benefits of uncertain tax positions are recorded in the Company’s financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the financial statements as appropriate. Accrued interest and penalties related to income tax matters are classified as a component of income tax expense. The Company recognizes and measures its unrecognized tax benefits in accordance with ASC 740. Under that guidance, management assesses the likelihood that tax positions will be sustained upon examination based on the facts, circumstances and information, including the technical merits of those positions, available at the end of each period. The measurement of unrecognized tax benefits is adjusted when new information is available, or when an event occurs that requires a change. The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits. The federal income tax returns of the Company are subject to examination by the IRS, generally for the three years after they are filed. The Company’s 2018, 2017 and 2016 income tax returns are still open for examination by the taxing authorities. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market-based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. There were no fair value measurements as of June 30, 2020. | Fair Value of Financial Instruments Except for the Company’s earn-out liability, the carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. ● Level 1—quoted prices in active markets for identical assets and liabilities; ● Level 2—observable market based inputs or unobservable inputs that are corroborated by market data; and ● Level 3—significant unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Fair value earn-out liability from acquisition of PVBJ Inc. $ 175,318 Adjustments to fair value 15,418 Balance sheet as of December 31, 2018 190,736 Payments - Adjustments to fair value 18,463 Balance as of December 31, 2019 $ 209,199 The Company values earn-out obligations using a probability weighted discounted cash flow method. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. This analysis reflects the contractual terms of the purchase agreements (e.g., minimum and maximum payments, length of earn-out periods, manner of calculating any amounts due, etc.) and utilizes assumptions with regard to future cash flows, probabilities of achieving such future cash flows and a discount rate. The contingent earn-out obligations are measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The earn-out obligation is classified on the balance sheet under current liabilities held for sale on the balance sheet as of December 31, 2019. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes basic net income (loss) per share by dividing net income (loss) per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “if converted” method as applicable. The computation of diluted loss per share excludes dilutive securities because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2018 Options to purchase common stock 0 21,250 0 21,250 Convertible debt 0 55,000 0 55,000 Totals 0 76,250 0 76,250 Please refer to Note 10 for a discussion of the decrease for the three and six months ended June 30, 2020 compared to December 31, 2019. | Net Loss Per Common Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of diluted loss per share excludes dilutive securities, because their inclusion would be anti-dilutive. Dilutive securities for the periods presented are as follows: December 31, 2019 December 31, 2018 Options to purchase common stock 34,925 47,750 Convertible debt 55,000 40,000 Totals 89,925 87,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Reconciliation the Contingent Earn-out Obligations Using Significant Unobservable Inputs | The table below presents a reconciliation of the fair value of the Company’s contingent earn-out obligations that use significant unobservable inputs (Level 3). Fair value earn-out liability from acquisition of PVBJ Inc. $ 175,318 Adjustments to fair value 15,418 Balance sheet as of December 31, 2018 190,736 Payments - Adjustments to fair value 18,463 Balance as of December 31, 2019 $ 209,199 | |
Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share | Dilutive securities for the periods presented are as follows: Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2018 Options to purchase common stock 0 21,250 0 21,250 Convertible debt 0 55,000 0 55,000 Totals 0 76,250 0 76,250 | Dilutive securities for the periods presented are as follows: December 31, 2019 December 31, 2018 Options to purchase common stock 34,925 47,750 Convertible debt 55,000 40,000 Totals 89,925 87,750 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2019 and December 31, 2018, property and equipment classified under non-current assets held for sale were comprised of the following: December 31, 2019 December 31, 2018 Furniture and fixtures (5 to 7 years) $ 11,649 $ 11,661 Machinery and equipment (5 to 7 years) 44,578 36,969 Computer and software (3 to 5 years) 48,219 88,021 Auto and truck (5 to 7 years) 756,138 785,979 Leasehold improvements (life of lease) 34,707 34,788 895,291 957,418 Less accumulated depreciation 417,053 480,982 $ 478,238 $ 476,436 |
Uncompleted Contracts (Tables)
Uncompleted Contracts (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Contractors [Abstract] | ||
Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts | Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows at June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Costs incurred on uncompleted contracts $ - $ 465,686 Estimated earnings - 454,132 Costs and estimated earnings earned on uncompleted contracts - 919,818 Billings to date - 750,769 Costs and estimated earnings in excess of billings on uncompleted contracts - 169,049 Costs and earnings in excess of billings on completed contracts - (190,102 ) $ - $ (21,053 ) Costs in excess of billings $ - $ 26,045 Billings in excess of cost - (47,098 ) $ - $ (21,053 ) | Costs, estimated earnings and billings on uncompleted contracts classified under non-current assets held for sale are summarized as follows at December 31, 2019 and December 31, 2018: December 31, 2019 December 31, 2018 Costs incurred on uncompleted contracts $ 465,686 $ 811,173 Estimated earnings 454,132 469,109 Costs and estimated earnings on uncompleted contracts 919,818 1,280,282 Billings to date 750,769 1,265,475 Costs and estimated earnings in excess of billings on uncompleted contracts 169,049 14,807 Costs and earnings in excess of billings on completed contracts (190,102 ) (164,660 ) $ (21,053 ) $ (149,853 ) Costs in excess of billings (contract asset) $ 26,045 $ 45,478 Billings in excess of cost (contract liability) (47,098 ) (195,331 ) $ (21,053 ) $ (149,853 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments on Leases | The future minimum payments on operating leases for each of the next five years and in the aggregate amount to the following: 2020 $ 65,112 2021 66,285 2022 67,313 2023 40,157 2024 30,741 Thereafter 7,742 Total lease payments 277,350 Less: present value discount (52,382 ) Total operating lease liabilities $ 224,968 |
Schedule of Payments on Finance Lease Obligation | Approximate payments to be made on these finance lease obligations are as follows: 2020 $ 91,959 2021 84,332 2022 78,381 2023 80,920 2024 67,832 Thereafter 11,495 Finance lease obligation 414,919 Less: amounts representing interest 31,372 Less: current maturities of finance lease obligations 75,743 Finance lease obligations, non-current $ 307,804 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Payable | Long-term debt consisted of the following: Equipment Notes Payable December 31, 2019 December 31, 2018 Note payable with monthly payments of $716, including interest at 6.50% per annum through November 2020. $ - $ 18,707 Note payable with monthly payments of $615, including interest at 6.80% per annum through August 2021. - 18,383 Note payable with monthly payments of $1,294, including interest at 14.72% per annum through March 2023. 40,733 50,072 Note payable with monthly payments of $1,063, including interest at 5.76% per annum through April 2021. 10,276 18,539 Note payable with monthly payments of $983, including interest at 4.90% per annum through August 2024. 48,566 - Note payable with monthly payments of $947 including interest at 6.14% per annum through December 2024. $ - $ 54,328 Total: $ 99,575 $ 160,029 Less current portion: (27,435 ) (38,991 ) Total non-current portion: $ 72,140 $ 121,038 |
Schedule of Annual Principal Payments | As of December 31, 2019, approximate principal payments to be made on these debt obligations are as follows: Year ending December 31: Amount 2020 $ 27,435 2021 21,131 2022 19,895 2023 24,161 2024 6,953 Thereafter - Notes payable obligation 99,575 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill Balance at December 31, 2018 $ 1,373,621 Adjustments - Balance at December 31, 2019 $ 1,373,621 |
Schedule of Intangibles - Customer List | Intangibles – Customer List Balance at December 31, 2018 $ 83,645 Amortization (20,484 ) Balance at December 31, 2019 $ 63,161 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Estimated Consideration Transferred in Acquisition | The consideration transferred in the acquisition was as follows: Upfront consideration $ 1,177,779 Liabilities assumed 878,565 Total $ 2,056,343 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash and cash equivalents $ 30,408 Accounts receivable 277,338 Property and equipment, net 272,554 Customer list 102,422 Goodwill 1,373,621 Total assets acquired 2,056,344 Accounts payable (112,590 ) Debt assumed (590,657 ) Earn-out liability (175,318 ) Total liabilities assumed (878,565 ) Total net assets acquired $ 1,177,779 |
Schedule of Intangible Assets Acquired, Preliminary Estimated Useful Lives and Amortization | A summary of identifiable intangible assets acquired, useful lives and amortization method is as follows: Useful Life in Amount Years Amortization Method Customer List $ 102,422 5 Straight Line Total $ 102,422 |
Schedule of Pro Forma Financial Information | Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2018. Year Ended December 31, 2018 Revenues $ 7,755,567 Net loss (549,235 ) Net loss per share: Basic (0.07 ) Diluted (0.07 ) |
Stock Options Awards and Gran_2
Stock Options Awards and Grants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2019 to June 30, 2020 is as follows: Shares Weighted- Weighted- Aggregate Outstanding 34,925 $ 6.20 2.40 $ 216,535 Grants - - - - Exercised - - - - Canceled (34,925 ) (6.20 ) (2.40 ) - Outstanding at June 30, 2020 - $ 0.00 - - Exercisable at June 30, 2020 - $ 0.00 - - | A summary of the stock option activity and related information for the 2016 Incentive Stock Option Plan from December 31, 2018 to December 31, 2019 is as follows: Shares Weighted- Weighted- Aggregate Outstanding at December 31, 2018 47,750 5.80 2.40 488,000 Grants 3,250 19.00 2.63 - Exercised - - - - Canceled (16,075 ) 1.00 - - Outstanding at December 31, 2019 34,925 $ 6.20 4.15 - Exercisable at December 31, 2019 18,419 $ 0.20 2.40 $ 176,375 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments Information | The following represents selected information for the Company’s reportable segments for the years ended December 31, 2019 and 2018. December 31, 2019 December 31, 2018 Assets by Segment Renewable systems integration $ 1,642,592 $ 1,540,423 Non-renewable systems integration 1,825,839 1,984,084 $ 3,468,431 3,524,507 For the Years Ended December 31, 2019 December 31, 2018 Revenue by segment Renewable systems integration $ 203,394 $ 40,548 Non-renewable system integration 6,613,930 7,505,889 $ 6,817,324 $ 7,546,437 Cost of sales by segment Renewable systems integration $ 144,695 $ 40,376 Non-renewable system integration 4,710,183 5,492,607 $ 4,854,878 $ 5,532,983 Operating expenses Renewable Systems integration $ 447,783 $ 565,700 Non-renewable system Integration 1,968,002 1,881,160 $ 2,415,785 $ 2,446,860 Operating (loss) income by segment Renewable Systems integration $ (389,084 ) $ (565,528 ) Non-renewable system Integration (64,255 ) 132,122 $ (453,339 ) $ (433,406 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows and included on the balance sheet in assets for sale and liabilities for sale Year Ended December 31, Current 2019 2018 U.S. Federal $ - $ - U.S. State and local 8,000 13,000 Australia 1,000 9,000 Total current 9,000 22,000 Year Ended December 31, Deferred 2019 2018 U.S. Federal $ - $ - U.S. State and local - - Australia 4,000 (6,000 ) Total deferred 4,000 (6,000 ) Total income tax expense 13,000 16,000 |
Schedule of Deferred Tax Assets | Significant components of our deferred tax assets at December 31, 2019 and 2018 were as follows: December 31, Deferred tax assets: 2019 2018 Net operating loss carryforwards – U.S. 371,000 224,000 Charitable contribution carryforward 6,000 3,000 Share-based compensation 159,000 153,000 Accrued liabilities 46,000 50,000 Gross deferred tax assets 582,000 430,000 Valuation allowance (536,000 ) (380,000 ) Net deferred tax assets 46,000 50,000 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2019 and 2018 is as follows: For the Year Ended December 31, 2019 2018 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit (7.1 ) (7.1 ) Other (11.1 ) (9.1 ) Change in valuation allowance (4.6 ) (7.4 ) Effective tax rate (1.8 )% (3.0 )% |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Compute Basic and Diluted Loss Per Share | The following table sets forth the information needed to compute basic and diluted loss per share: Year Ended December 31, 2019 Year Ended December 31, 2018 Net loss $ (712,441 ) $ (600,735 ) Weighted average common shares outstanding 382,233 379,301 Basic net loss per share $ (1.86 ) $ (1.86 ) Diluted net loss per share $ (1.58 ) $ (1.58 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Gain/loss on Discontinued Operations | The gain/loss on discontinued operations consists of the following: June 30, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 Gain (loss) from discontinued operations: Results from discontinued operations $ (56,378 ) $ 112,319 $ (155,406 ) $ 196,396 Loss on disposal of assets (789,425 ) - (789,425 ) - Loss from discontinued operations $ (845,803 ) $ 112,319 $ (944,831 ) $ 196,396 | The gain/loss on discontinued operations consists of the following: Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 |
Schedule of Discontinued Operations | The results of discontinued operations are as follows: Three months ended Three months ended Six months ended Six months ended PVBJ Revenue Sales $ 85,028 $ 747,071 $ 722,786 $ 1,422,025 Total revenue 85,028 747,071 722,786 1,422,025 Cost of goods sold Direct costs 48,655 534,154 560,328 1,059,884 Total cost of goods sold $ 48,655 $ 534,154 $ 560,328 $ 1,059,884 Selling, general and administrative 61,812 125,408 230,807 298,011 Net income (loss) for period $ (25,439 ) $ 79,031 $ (68,349 ) $ 64,130 Three months ended Three months ended Six months ended Six months ended Pride Revenue Sales $ 440,270 $ 1,180,850 $ 1,474,460 $ 2,210,169 Total revenue 440,270 1,180,850 1,474,460 2,210,169 Cost of goods sold Direct costs 323,514 775,170 1,121,121 1,445,878 Total cost of goods sold $ 323,514 $ 775,170 $ 1,121,121 $ 1,445,878 Selling, general and administrative 147,695 372,392 440,396 632,085 Net income (loss) for period $ (30,939 ) $ 33,288 $ (87,057 ) $ 132,206 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,393 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 | The results of discontinued operations are as follows: Year ended Year ended PVBJ Revenue Sales $ 2,873,796 $ 2,440,854 Total revenue 2,873,796 2,440,854 Cost of goods sold Direct costs 2,152,120 1,824,818 Total cost of goods sold 2,152,120 1,824,818 Selling, general and administrative 665,507 477,978 Net income for period $ 56,169 $ 138,058 Year ended Year ended Pride Revenue Sales $ 3,943,528 5,065,035 Total revenue 3,943,528 5,065,035 Cost of goods sold Direct costs 2,702,758 3,676,288 Total cost of goods sold 2,702,758 3,676,288 Selling, general and administrative 1,229,289 1,466,972 Net income (loss) for period $ 11,481 $ (78,225 ) Results from discontinued operations $ 67,650 $ 59,833 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 The discontinued operations of the balance sheet as of December 31, 2018 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 314,694 $ 19,287 Accounts receivable 697,216 395,190 Prepaid expenses 4,453 - Costs and earnings in excess of billings 45,478 - Total current assets 1,061,841 414,477 Property and equipment, net 135,712 358,338 Security deposits and other non-current assets 31,330 - Deferred tax asset 32,386 - Customer lists, net - 83,645 Goodwill - 1,373,621 Total assets $ 1,261,169 $ 2,230,081 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 699,558 $ 214,135 Billings in excess of costs and earnings 45,331 150,000 Sales and withholding tax payable 66,696 - Current equipment notes payable 17,346 21,645 Current finance lease payable - 65,265 Total current liabilities 828,931 451,045 Noncurrent liabilities Earn-out payable - 190,736 Line of credit - 28,359 Finance leases - 280,382 Equipment notes payable 51,264 51,390 Convertible notes payable – related party, net of discounts - Total noncurrent liabilities 51,264 550,867 Total liabilities 880,195 1,001,912 December 31, 2018 Pride current assets $ 1,061,841 PVBJ current assets 414,477 Current assets of discontinued operations $ 1,476,318 Pride non-current assets $ 199,428 PVBJ non-current assets 1,815,604 Non-current assets of discontinued operations $ 2,015,032 December 31, 2018 Pride current liabilities $ 828,931 PVBJ current liabilities 451,045 Current liabilities of discontinued operations $ 1,279,976 Pride non-current liabilities $ 51,264 PVBJ non-current liabilities 550,867 Non-current liabilities of discontinued operations $ 602,131 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Schedule of Gain/loss on Discontinued Operations | The gain/loss on discontinued operations consists of the following: June 30, 2020 PVBJ Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 Gain (loss) from discontinued operations: Results from discontinued operations $ (56,378 ) $ 112,319 $ (155,406 ) $ 196,396 Loss on disposal of assets (789,425 ) - (789,425 ) - Loss from discontinued operations $ (845,803 ) $ 112,319 $ (944,831 ) $ 196,396 | The gain/loss on discontinued operations consists of the following: Proceeds on sale (earn-out payable exchange) $ 214,074 Less: net asset value (1,383,440 ) Loss on disposal of PVBJ $ (1,169,366 ) Pride Proceeds on sale (debt forgiveness) $ 500,321 Less net asset value (120,380 ) Gain on disposal of Pride $ 379,941 |
Schedule of Discontinued Operations | The results of discontinued operations are as follows: Three months ended Three months ended Six months ended Six months ended PVBJ Revenue Sales $ 85,028 $ 747,071 $ 722,786 $ 1,422,025 Total revenue 85,028 747,071 722,786 1,422,025 Cost of goods sold Direct costs 48,655 534,154 560,328 1,059,884 Total cost of goods sold $ 48,655 $ 534,154 $ 560,328 $ 1,059,884 Selling, general and administrative 61,812 125,408 230,807 298,011 Net income (loss) for period $ (25,439 ) $ 79,031 $ (68,349 ) $ 64,130 Three months ended Three months ended Six months ended Six months ended Pride Revenue Sales $ 440,270 $ 1,180,850 $ 1,474,460 $ 2,210,169 Total revenue 440,270 1,180,850 1,474,460 2,210,169 Cost of goods sold Direct costs 323,514 775,170 1,121,121 1,445,878 Total cost of goods sold $ 323,514 $ 775,170 $ 1,121,121 $ 1,445,878 Selling, general and administrative 147,695 372,392 440,396 632,085 Net income (loss) for period $ (30,939 ) $ 33,288 $ (87,057 ) $ 132,206 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,393 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 | The results of discontinued operations are as follows: Year ended Year ended PVBJ Revenue Sales $ 2,873,796 $ 2,440,854 Total revenue 2,873,796 2,440,854 Cost of goods sold Direct costs 2,152,120 1,824,818 Total cost of goods sold 2,152,120 1,824,818 Selling, general and administrative 665,507 477,978 Net income for period $ 56,169 $ 138,058 Year ended Year ended Pride Revenue Sales $ 3,943,528 5,065,035 Total revenue 3,943,528 5,065,035 Cost of goods sold Direct costs 2,702,758 3,676,288 Total cost of goods sold 2,702,758 3,676,288 Selling, general and administrative 1,229,289 1,466,972 Net income (loss) for period $ 11,481 $ (78,225 ) Results from discontinued operations $ 67,650 $ 59,833 The discontinued operations of the balance sheet as of December 31, 2019 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 196,705 $ 55,856 Accounts receivable 449,530 354,129 Prepaid expenses 2,108 9,071 Costs and earnings in excess of billings 26,045 - Total current assets 674,388 419,056 Property and equipment, net 90,847 387,391 Security deposits and other non-current assets 31,633 - Deferred tax asset 46,000 - Customer lists, net - 63,161 Right of use asset 222,524 - Goodwill - 1,373,621 Total assets $ 1,065,392 $ 2,243,229 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 450,545 $ 94,104 Billings in excess of costs and earnings 47,098 - Sales and withholding tax payable 37,199 - Current operating lease liability 87,897 - Current equipment notes payable 17,782 9,653 Current line of credit - 269,746 Current finance lease payable - 75,743 Income tax payable 41,426 - Total current liabilities 681,947 449,246 Noncurrent liabilities Earn-out payable - 209,199 Lease operating liability 137,071 - Finance leases - 307,804 Equipment notes payable 33,227 38,913 Convertible notes payable – related party, net of discounts 473,770 - Total noncurrent liabilities 644,068 555,916 Total liabilities 1,326,015 1,005,162 December 31, 2019 Pride current assets $ 674,388 PVBJ current assets 419,056 Current assets of discontinued operations $ 1,093,444 Pride non-current assets $ 391,004 PVBJ non-current assets 1,824,173 Non-current assets of discontinued operations $ 2,215,177 December 31, 2019 Pride current liabilities $ 681,947 PVBJ current liabilities 449,246 Current liabilities of discontinued operations $ 1,131,193 Pride non-current liabilities $ 644,068 PVBJ non-current liabilities 555,916 Non-current liabilities of discontinued operations $ 1,199,984 The discontinued operations of the balance sheet as of December 31, 2018 are as follows: Pride PVBJ ASSETS Current assets Cash and cash equivalents $ 314,694 $ 19,287 Accounts receivable 697,216 395,190 Prepaid expenses 4,453 - Costs and earnings in excess of billings 45,478 - Total current assets 1,061,841 414,477 Property and equipment, net 135,712 358,338 Security deposits and other non-current assets 31,330 - Deferred tax asset 32,386 - Customer lists, net - 83,645 Goodwill - 1,373,621 Total assets $ 1,261,169 $ 2,230,081 LIABILITIES Current liabilities Accounts payable and accrued expenses $ 699,558 $ 214,135 Billings in excess of costs and earnings 45,331 150,000 Sales and withholding tax payable 66,696 - Current equipment notes payable 17,346 21,645 Current finance lease payable - 65,265 Total current liabilities 828,931 451,045 Noncurrent liabilities Earn-out payable - 190,736 Line of credit - 28,359 Finance leases - 280,382 Equipment notes payable 51,264 51,390 Convertible notes payable – related party, net of discounts - Total noncurrent liabilities 51,264 550,867 Total liabilities 880,195 1,001,912 December 31, 2018 Pride current assets $ 1,061,841 PVBJ current assets 414,477 Current assets of discontinued operations $ 1,476,318 Pride non-current assets $ 199,428 PVBJ non-current assets 1,815,604 Non-current assets of discontinued operations $ 2,015,032 December 31, 2018 Pride current liabilities $ 828,931 PVBJ current liabilities 451,045 Current liabilities of discontinued operations $ 1,279,976 Pride non-current liabilities $ 51,264 PVBJ non-current liabilities 550,867 Non-current liabilities of discontinued operations $ 602,131 |
Organization and Line of Busi_2
Organization and Line of Business (Details Narrative) - USD ($) | Aug. 12, 2020 | Dec. 31, 2019 |
Equity interest, percentage | 50.00% | |
Subsequent Event [Member] | VoltH2 Holdings AG [Member] | ||
Payment for investment | $ 175,000 | |
Equity interest, percentage | 17.50% |
Organization and Line of Busi_3
Organization and Line of Business (Details Narrative) (10-K) - USD ($) | Feb. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Issuance of common stock for acquisition | $ 1,183,581 | ||
Acquisition earn out liability | $ 30,408 | ||
PVBJ Inc. [Member] | Common Stock [Member] | |||
Issuance of common stock for acquisition, shares | 22,223 | ||
Issuance of common stock for acquisition | $ 1,177,779 | ||
Acquisition earn out liability | $ 221,800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||
Allowance for doubtful accounts | ||||||
Amortized finite estimated useful lives | 5 years | 5 years | ||||
Total identifiable assets percentage | 0.00% | 0.00% | 41.00% | 41.00% | ||
Other comprehensive gain (loss) from translation | $ (6,769) | $ (4,239) | $ (19,869) | $ 14,373 | $ 11,952 | $ (46,725) |
Cash equivalents |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||||||
Allowance for doubtful accounts | ||||||
Amortized finite estimated useful lives | 5 years | 5 years | ||||
Total identifiable assets percentage | 0.00% | 0.00% | 41.00% | 41.00% | ||
Goodwill | $ 1,373,621 | $ 1,373,621 | ||||
Advertising expense | 9,350 | 4,426 | ||||
Other comprehensive gain (loss) from translation | (6,769) | $ (4,239) | (19,869) | $ 14,373 | 11,952 | (46,725) |
Cash equivalents |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Reconciliation the Contingent Earn-out Obligations Using Significant Unobservable Inputs (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Fair value with unobservable inputs reconciliation, Beginning balance | $ 190,736 | |
Fair value with unobservable inputs reconciliation, Fair value earn-out liability from acquisition of PVBJ Inc. | 175,318 | |
Fair value with unobservable inputs reconciliation, Payments | ||
Fair value with unobservable inputs reconciliation, Adjustments to fair value | 18,463 | 15,418 |
Fair value with unobservable inputs reconciliation, Ending balance | $ 209,199 | $ 190,736 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Totals | 0 | 76,250 | 0 | 76,250 | 89,925 | 87,750 |
Options to Purchase Common Stock [Member] | ||||||
Totals | 0 | 21,250 | 0 | 21,250 | 34,925 | 47,750 |
Convertible Debt [Member] | ||||||
Totals | 0 | 55,000 | 0 | 55,000 | 55,000 | 40,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Potential Antidilutive Computation of Basic and Diluted Net Loss Per Share (Details) (10-K) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Totals | 0 | 76,250 | 0 | 76,250 | 89,925 | 87,750 |
Options to Purchase Common Stock [Member] | ||||||
Totals | 0 | 21,250 | 0 | 21,250 | 34,925 | 47,750 |
Convertible Debt [Member] | ||||||
Totals | 0 | 55,000 | 0 | 55,000 | 55,000 | 40,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 19, 2020 | May 18, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 08, 2019 | Jan. 02, 2018 |
Promissory Note [Member] | Lender [Member] | ||||||||||
Convertible debentures, principal amount | $ 230,332 | $ 179,838 | $ 179,838 | |||||||
Convertible debentures interest rate, percentage | 6.00% | |||||||||
Debt instrument maturity date | Jun. 19, 2021 | |||||||||
Convertible Debenture Agreement [Member] | Hidalgo Notes [Member] | ||||||||||
Convertible debentures, principal amount | $ 275,000 | $ 275,000 | ||||||||
Convertible Debenture Agreement [Member] | Doyle Notes [Member] | ||||||||||
Convertible debentures, principal amount | $ 275,000 | $ 275,000 | ||||||||
Sale Agreement [Member] | ||||||||||
Purchase and sale agreement, description | The Company's Board of Directors authorized the Company, in accordance to Nevada Statute 78.565, to complete and execute the May 18, 2020 Purchase and Sale Agreement between the Company and Turquino providing for the Company's sale of 100% of Pride's outstanding stock Pride to Turquino in return for Turquino's assumption of the Hidalgo Notes and the Doyle Notes and the debt obligations and accrued interest related thereto (the "Agreement"). In conjunction therewith, Hidalgo and Doyle assigned the Notes to Turquino, at which time Turquino became responsible for the debt obligations upon the Notes. The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. Pursuant to Nevada Statute Section 78.565, approval of the Agreement only requires the approval of the board of directors and does not require shareholder approval. The Company obtained a valuation of the fair market value of Pride from an independent third party which valued Pride at $425,000 USD. | |||||||||
Turquino Equity LLC [Member] | ||||||||||
Management expenses | $ 10,000 | $ 19,500 | $ 30,000 | $ 39,000 | $ 80,500 | $ 78,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) | Feb. 08, 2019USD ($)$ / shares | Jan. 02, 2018USD ($)$ / shares | Jan. 02, 2018USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Aug. 21, 2018USD ($) |
Related party costs | $ 31,617 | ||||||||||
Discount on debt | 29,122 | ||||||||||
2018 Debentures [Member] | |||||||||||
Discount on debt | 156,394 | ||||||||||
2019 Debentures [Member] | |||||||||||
Discount on debt | 31,434 | ||||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2018 Debentures [Member] | |||||||||||
Convertible debentures, principal amount | 415,000 | ||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 10 | $ 10 | |||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Discount on debt | $ 395,000 | $ 395,000 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Debentures [Member] | |||||||||||
Convertible debentures, principal amount | 150,000 | ||||||||||
Convertible debt convertible into common shares conversion price per share | $ / shares | $ 10 | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Discount on debt | $ 97,500 | ||||||||||
Credit Agreement [Member] | Maximum [Member] | |||||||||||
Revolving line of credit | $ 350,000 | ||||||||||
Credit Agreement [Member] | Maximum [Member] | March 2020 [Member] | |||||||||||
Revolving line of credit | 400,000 | ||||||||||
Renewable Energy Holdings LLC [Member] | |||||||||||
Related party costs | $ 9,019 | 40,636 | |||||||||
Turquino Equity LLC [Member] | |||||||||||
Management expenses | $ 10,000 | $ 19,500 | $ 30,000 | $ 39,000 | 80,500 | 78,000 | |||||
Steve Mullane [Member] | |||||||||||
Related party costs | 8,333 | ||||||||||
Revenue from related party | 8,759 | ||||||||||
Pride Employee [Member] | |||||||||||
Related party costs | 5,169 | ||||||||||
Revenue from related party | $ 6,416 | ||||||||||
Rezaul Karim [Member] | |||||||||||
Revenue from related party | $ 8,499 | $ 40,288 | |||||||||
Two Directors [Member] | FirstFire Global Opportunities Fund LLC [Member] | |||||||||||
Convertible debentures, principal amount | $ 150,000 | $ 400,000 | $ 400,000 | ||||||||
Convertible debentures interest rate, percentage | 10.00% | 12.00% | 12.00% | ||||||||
Debt maturity, description | The 2019 Debentures, together with any accrued and unpaid interest, become due and payable on February 8, 2021 (the "2021 Maturity Date"). Interest on the 2019 Debentures accrues at the rate of 10% per annum, payable monthly in cash, beginning on March 1, 2019 and through the 2021 Maturity Date. | The 2018 Debentures, together with any accrued and unpaid interest, become due and payable on January 2, 2020 (the "2020 Maturity Date"). Interest on the 2018 Debentures accrues at the rate of 12% per annum from January 2, 2018 through the date of the Amendments, and 10% per annum subsequent to the date of the Amendments, payable monthly in cash, beginning on February 1, 2018 and through the 2020 Maturity Date. | |||||||||
Debt instrument maturity date | Feb. 8, 2021 | Jan. 2, 2020 | |||||||||
Two Directors [Member] | FirstFire Global Opportunities Fund LLC [Member] | 2018 Debentures [Member] | |||||||||||
Convertible debentures, principal amount | $ 400,000 | $ 400,000 | |||||||||
Convertible debentures interest rate, percentage | 12.00% | 12.00% | |||||||||
Debt instrument maturity date | Jan. 2, 2020 | ||||||||||
Two Directors [Member] | FirstFire Global Opportunities Fund LLC [Member] | 2019 Debentures [Member] | |||||||||||
Convertible debentures, principal amount | $ 150,000 | ||||||||||
Convertible debentures interest rate, percentage | 10.00% | ||||||||||
Debt instrument maturity date | Feb. 8, 2021 | ||||||||||
Executive Officers [Member] | |||||||||||
Area of office | ft² | 800 | 800 |
Significant Concentrations of_2
Significant Concentrations of Credit Risk (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable [Member] | |||
Concentrations of credit risk percentage | 0.00% | ||
Accounts Receivable [Member] | One Customer [Member] | |||
Concentrations of credit risk percentage | 13.00% | ||
FDIC, Australian Securities and Investments Commission [Member] | |||
FDIC insured limit amount | $ 186,000 | $ 186,000 | |
United States and Australia [Member] | Maximum [Member] | |||
FDIC insured limit amount | 250,000 | 250,000 | |
US [Member] | |||
Balance threshold amount | $ 250,000 | 250,000 | $ 250,000 |
Australia [Member] | |||
Balance threshold amount | $ 10,563 | $ 133,578 |
Significant Concentrations of_3
Significant Concentrations of Credit Risk (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable [Member] | |||
Concentrations of credit risk percentage | 0.00% | ||
Accounts Receivable [Member] | Customer One [Member] | |||
Concentrations of credit risk percentage | 13.00% | ||
Accounts Receivable [Member] | Unrelated Customer One [Member] | |||
Concentrations of credit risk percentage | 10.00% | ||
Accounts Receivable [Member] | Unrelated Customer Two [Member] | |||
Concentrations of credit risk percentage | 10.00% | ||
FDIC, Australian Securities and Investments Commission [Member] | |||
FDIC insured limit amount | $ 186,000 | $ 186,000 | |
United States and Australia [Member] | Maximum [Member] | |||
FDIC insured limit amount | 250,000 | 250,000 | |
US [Member] | |||
Balance threshold amount | $ 250,000 | 250,000 | $ 250,000 |
Australia [Member] | |||
Balance threshold amount | $ 10,563 | $ 133,578 |
Major Customers (Details Narrat
Major Customers (Details Narrative) - Sales Revenue [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
No Major Customers [Member] | ||||
Concentrations of credit risk percentage | ||||
Unrelated Customer One [Member] | ||||
Concentrations of credit risk percentage | 10.00% | 21.00% | ||
Unrelated Customer One [Member] | Maximum [Member] | ||||
Concentrations of credit risk percentage | 16.00% | |||
Unrelated Customer Two [Member] | ||||
Concentrations of credit risk percentage | 15.00% | 11.00% | ||
Unrelated Customer Three [Member] | ||||
Concentrations of credit risk percentage | 11.00% |
Major Customers (Details Narr_2
Major Customers (Details Narrative) (10-K) - Sales Revenue [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer One [Member] | ||
Concentrations of credit risk percentage | 14.00% | 13.00% |
Customer Two [Member] | ||
Concentrations of credit risk percentage | 13.00% | |
Customer Three [Member] | ||
Concentrations of credit risk percentage | 12.00% |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 164,392 | $ 145,606 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equipment, Gross | $ 895,291 | $ 957,418 |
Less: accumulated depreciation | 417,053 | 480,982 |
Property and Equipment, Net | 478,238 | 476,436 |
Furniture and Fixtures [Member] | ||
Property and Equipment, Gross | $ 11,649 | 11,661 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and equipment, estimate useful life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property and equipment, estimate useful life | 7 years | |
Machinery and Equipment [Member] | ||
Property and Equipment, Gross | $ 44,578 | 36,969 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property and equipment, estimate useful life | 5 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property and equipment, estimate useful life | 7 years | |
Computer and Software [Member] | ||
Property and Equipment, Gross | $ 48,219 | 88,021 |
Computer and Software [Member] | Minimum [Member] | ||
Property and equipment, estimate useful life | 3 years | |
Computer and Software [Member] | Maximum [Member] | ||
Property and equipment, estimate useful life | 5 years | |
Auto and Truck [Member] | ||
Property and Equipment, Gross | $ 756,138 | 785,979 |
Auto and Truck [Member] | Minimum [Member] | ||
Property and equipment, estimate useful life | 5 years | |
Auto and Truck [Member] | Maximum [Member] | ||
Property and equipment, estimate useful life | 7 years | |
Leasehold Improvements [Member] | ||
Property and Equipment, Gross | $ 34,707 | $ 34,788 |
Property and equipment estimate useful life, description | life of lease |
Uncompleted Contracts - Summary
Uncompleted Contracts - Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Contractors [Abstract] | |||
Costs incurred on uncompleted contracts | $ 465,686 | $ 811,173 | |
Estimated earnings | 454,132 | 469,109 | |
Costs and estimated earnings earned on uncompleted contracts | 919,818 | 1,280,282 | |
Billings to date | 750,769 | 1,265,475 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 169,049 | 14,807 | |
Costs and earnings in excess of billings on completed contracts | (190,102) | (164,660) | |
Costs in excess of billings | 26,045 | 45,478 | |
Billings in excess of cost | (47,098) | (195,331) | |
Costs, estimated earnings and billings on uncompleted contracts | $ (21,053) | $ (149,853) |
Uncompleted Contracts - Summa_2
Uncompleted Contracts - Summary of Cost, Estimated Earnings and Billings on Uncompleted Contracts (Details) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Contractors [Abstract] | |||
Costs incurred on uncompleted contracts | $ 465,686 | $ 811,173 | |
Estimated earnings | 454,132 | 469,109 | |
Costs and estimated earnings earned on uncompleted contracts | 919,818 | 1,280,282 | |
Billings to date | 750,769 | 1,265,475 | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 169,049 | 14,807 | |
Costs and earnings in excess of billings on completed contracts | (190,102) | (164,660) | |
Costs in excess of billings (contract asset) | 26,045 | 45,478 | |
Billings in excess of cost (contract liability) | (47,098) | (195,331) | |
Costs, estimated earnings and billings on uncompleted contracts | $ (21,053) | $ (149,853) |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease liability, current | $ 87,897 | |
Operating lease liability, non current | 137,071 | |
Finance lease liability, current | 75,743 | |
Finance lease liability, non current | $ 307,804 |
Leases (Details Narrative) (10-
Leases (Details Narrative) (10-K) | Mar. 25, 2019USD ($) | May 31, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Lease expiration date | May 31, 2025 | Apr. 30, 2023 | Apr. 30, 2018 | |
Lease description | On March 25, 2019, the Company signed a lease for new office space in Brisbane, which has a fixed 3% increase annually expiring in March 2025, and includes a renewal period of three years that management is reasonably certain will be exercised. | The Company also renewed the Brisbane office space for one year, starting in May 2018. | ||
Weighted-average remaining term | 4 years 6 months | |||
Weighted-average discount rate | 9.69% | |||
Rent expense | $ 94,210 | $ 98,593 | ||
Finance lease obligation payable | 61,300 | $ 51,048 | ||
13 Finance Leases [Member] | ||||
Leases of net book value | 383,547 | |||
13 Finance Leases [Member] | Minimum [Member] | ||||
Finance lease obligation payable | $ 503 | |||
Finance lease interest rate | 0.030 | |||
13 Finance Leases [Member] | Maximum [Member] | ||||
Finance lease obligation payable | $ 1,578 | |||
Finance lease interest rate | 0.0557 | |||
ASU 2016-02 [Member] | ||||
Right of use of asset and lease liablity | $ 130,736 | |||
Incremental borrowing rate | 10.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments on Leases (Details) (10-K) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 65,112 |
2021 | 66,285 |
2022 | 67,313 |
2023 | 40,157 |
2024 | 30,741 |
Thereafter | 7,742 |
Total lease payments | 277,350 |
Less: present value discount | (52,382) |
Total operating lease liabilities | $ 224,968 |
Leases - Schedule of Payments o
Leases - Schedule of Payments on Finance Lease Obligation (Details) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 91,959 | |
2021 | 84,332 | |
2022 | 78,381 | |
2023 | 80,920 | |
2024 | 67,832 | |
Thereafter | 11,495 | |
Finance lease obligation | 414,919 | |
Less: amounts representing interest | 31,372 | |
Less: current maturities of finance lease obligations | 75,743 | |
Finance lease obligations, non-current | $ 307,804 |
Debt (Details Narrative) (10-K)
Debt (Details Narrative) (10-K) - USD ($) | May 18, 2020 | Jan. 15, 2020 | Oct. 17, 2019 | Feb. 08, 2019 | Jan. 02, 2018 | Jan. 02, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Discount on debt | $ 29,122 | |||||||||
Beneficial conversion features | $ 190,000 | $ 190,000 | 365,878 | |||||||
Proceeds from convertible debt | $ 75,000 | $ 147,500 | 92,500 | |||||||
Holder [Member] | Treatment as a Capital Contribution [Member] | ||||||||||
Loss on debt extinguishment | $ 216,460 | |||||||||
2018 Debentures [Member] | ||||||||||
Discount on debt | 156,394 | |||||||||
Revised Debentures [Member] | ||||||||||
Debt interest percentage | 10.00% | |||||||||
Stock conversion price | $ 10 | |||||||||
Discount on debt | $ 53,333 | |||||||||
Additional conversion of shares | 266,667 | |||||||||
Loss on debt extinguishment | $ 269,793 | |||||||||
Legal fees | 2,500 | |||||||||
Beneficial conversion features | $ 160,000 | |||||||||
2019 Debentures [Member] | ||||||||||
Discount on debt | 31,434 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | First Fire Global Opportunities Fund LLC [Member] | ||||||||||
Aggregate principal sold amount | $ 85,250 | |||||||||
Additional conversion of shares | 5,000 | |||||||||
Legal fees | $ 2,500 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2018 Debentures [Member] | ||||||||||
Aggregate principal sold amount | 415,000 | |||||||||
Stock conversion price | $ 10 | $ 10 | ||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
Discount on debt | $ 395,000 | $ 395,000 | ||||||||
Original discount issuance | 6,106 | $ 137,125 | ||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2018 Debentures [Member] | Holder [Member] | ||||||||||
Stock conversion price | $ 15 | $ 15 | ||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Debentures [Member] | ||||||||||
Aggregate principal sold amount | 150,000 | |||||||||
Stock conversion price | $ 10 | |||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
Discount on debt | $ 97,500 | |||||||||
Original discount issuance | 85,124 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | ||||||||||
Aggregate principal sold amount | 92,500 | |||||||||
Original discount issuance | $ 12,000 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | First Fire Global Opportunities Fund LLC [Member] | ||||||||||
Aggregate principal sold amount | $ 110,000 | |||||||||
Debt interest percentage | 8.00% | |||||||||
Debt maturity date | Oct. 17, 2020 | |||||||||
Legal fees | $ 5,000 | |||||||||
Original discount issuance | 10,000 | |||||||||
Proceeds from convertible debt | 100,000 | |||||||||
Debt instrument monthly principal payment | $ 6,000 | |||||||||
Repayment of note percentage | 115.00% | |||||||||
Debt default interest rate | 15.00% | |||||||||
Note description | (A) the amount to be redeemed multiplied by (B) 125%. In addition, upon an event of default, the conversion price would be the lower of (i) the Fixed Conversion Price or (ii) 75% of the lowest closing price of our common stock during the 10 trading days prior to the conversion date. | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | Holder [Member] | ||||||||||
Stock conversion price | $ 10 | |||||||||
Beneficial ownership, percentage | 4.99% | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | Two Directors [Member] | ||||||||||
Aggregate principal sold amount | $ 150,000 | $ 400,000 | $ 400,000 | |||||||
Debt interest percentage | 10.00% | 12.00% | 12.00% | |||||||
Debt maturity date | Feb. 8, 2021 | Jan. 2, 2020 | ||||||||
FirstFire Global Opportunities Fund LLC [Member] | Two Directors [Member] | 2018 Debentures [Member] | ||||||||||
Aggregate principal sold amount | $ 400,000 | $ 400,000 | ||||||||
Debt interest percentage | 12.00% | 12.00% | ||||||||
Debt maturity date | Jan. 2, 2020 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | Two Directors [Member] | 2019 Debentures [Member] | ||||||||||
Aggregate principal sold amount | $ 150,000 | |||||||||
Debt interest percentage | 10.00% | |||||||||
Debt maturity date | Feb. 8, 2021 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Payable (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total | $ 99,575 | $ 160,029 |
Less current portion | (27,435) | (38,991) |
Total non-current portion | 72,140 | 121,038 |
Notes Payable One [Member] | ||
Total | 18,707 | |
Notes Payable Two [Member] | ||
Total | 18,383 | |
Notes Payable Three [Member] | ||
Total | 40,733 | 50,072 |
Notes Payable Four [Member] | ||
Total | 10,276 | 18,539 |
Notes Payable Five [Member] | ||
Total | 48,566 | |
Notes Payable Six [Member] | ||
Total | $ 54,328 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Payable (Details) (10-K) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Notes Payable One [Member] | |
Monthly payment of debt | $ 716 |
Interest rate | 6.50% |
Maturity date | Nov. 30, 2020 |
Notes Payable Two [Member] | |
Monthly payment of debt | $ 615 |
Interest rate | 6.80% |
Maturity date | Aug. 31, 2021 |
Notes Payable Three [Member] | |
Monthly payment of debt | $ 1,294 |
Interest rate | 14.72% |
Maturity date | Mar. 31, 2023 |
Notes Payable Four [Member] | |
Monthly payment of debt | $ 1,063 |
Interest rate | 5.76% |
Maturity date | Apr. 30, 2021 |
Notes Payable Five [Member] | |
Monthly payment of debt | $ 983 |
Interest rate | 4.90% |
Maturity date | Aug. 31, 2024 |
Notes Payable Six [Member] | |
Monthly payment of debt | $ 947 |
Interest rate | 6.14% |
Maturity date | Dec. 31, 2024 |
Debt - Schedule of Annual Princ
Debt - Schedule of Annual Principal Payments (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 27,435 | |
2021 | 21,131 | |
2022 | 19,895 | |
2023 | 24,161 | |
2024 | 6,953 | |
Thereafter | ||
Notes payable obligation | $ 99,575 | $ 160,029 |
Contract Backlog (Details Narra
Contract Backlog (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Contract Backlog | |||
Contract backlog | $ 551,850 | $ 583,392 | |
Direct costs | $ 454,132 | $ 452,884 |
Contract Backlog (Details Nar_2
Contract Backlog (Details Narrative) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Contract Backlog | |||
Contract backlog | $ 551,850 | $ 583,392 | |
Direct costs | $ 454,132 | $ 452,884 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 1,373,621 | $ 1,373,621 | |
Other intangibles | $ 83,645 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Customer list orginal useful life of asset | $ 102,422 | ||
Original useful life of asset | 5 years | 5 years | |
Customer list | $ 63,161 | $ 83,645 | |
Amortized intangibles | (20,484) | ||
December 31, 2022 [Member] | |||
Amortized intangibles | 5,121 | ||
January 2023 [Member] | |||
Amortized intangibles | $ 1,707 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Goodwill (Details) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill beginning balance | $ 1,373,621 |
Adjustments | |
Goodwill ending balance | $ 1,373,621 |
Goodwill and Other Intangible_5
Goodwill and Other Intangibles - Schedule of Intangibles - Customer List (Details) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles beginning balance | $ 83,645 |
Amortization | (20,484) |
Intangibles ending balance | $ 63,161 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) (10-K) | Feb. 01, 2018USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares |
Cash acquired from acquisition | $ 30,408 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Issuance of common stock for acquisition | $ 1,183,581 | ||||||||
Net loss | $ (963,308) | $ (271,787) | $ (109,462) | $ (125,026) | $ (1,235,095) | $ (234,488) | $ (712,441) | 600,735 | |
Value of intangible asset amortization | $ 20,484 | ||||||||
PVBJ Inc. [Member] | |||||||||
Annual earnings before taxes percentage | 0.50 | ||||||||
Net loss | 27,682 | ||||||||
Value of intangible asset amortization | 18,777 | ||||||||
PVBJ Inc. [Member] | General and Administrative Expense [Member] | |||||||||
Acquisition related cost | $ 44,500 | ||||||||
PVBJ Inc. [Member] | Employment Agreement [Member] | Paul V. Benis [Member] | |||||||||
Salary payable | $ 150,000 | ||||||||
PVBJ Inc. [Member] | Common Stock [Member] | |||||||||
Cash acquired from acquisition | $ 221,800 | ||||||||
Issuance of common stock for acquisition, shares | shares | 22,223 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||
Issuance of common stock for acquisition | $ 1,177,779 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Estimated Consideration Transferred in Acquisition (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Upfront consideration | $ 1,177,779 |
Liabilities assumed | 878,565 |
Total | $ 2,056,343 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | |||
Cash and cash equivalents | $ 30,408 | ||
Accounts receivable | 277,338 | ||
Property and equipment, net | 272,554 | ||
Customer list | 102,422 | ||
Goodwill | $ 1,373,621 | 1,373,621 | |
Total assets acquired | 2,056,344 | ||
Accounts payable | (112,590) | ||
Debt assumed | (590,657) | ||
Earn-out liability | (175,318) | ||
Total liabilities assumed | (878,565) | ||
Total net assets acquired | $ 1,177,779 |
Business Acquisition - Schedu_3
Business Acquisition - Schedule of Intangible Assets Acquired, Preliminary Estimated Useful Lives and Amortization (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Total | $ 102,422 |
Customer List [Member] | |
Total | $ 102,422 |
Years | 5 years |
Amortization Method | Straight Line |
Business Acquisition - Schedu_4
Business Acquisition - Schedule of Pro Forma Financial Information (Details) (10-K) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Business Combinations [Abstract] | |
Revenues | $ | $ 7,755,567 |
Net loss | $ | $ (549,235) |
Net loss per share: Basic | $ / shares | $ (0.07) |
Net loss per share: Diluted | $ / shares | $ (0.07) |
Stock Options Awards and Gran_3
Stock Options Awards and Grants (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement [Abstract] | |||
Weighted average grant date stock price, per share | $ 7.916 | $ 7.916 | |
Unrecognized compensation expense | $ 32,642 | $ 56,745 |
Stock Options Awards and Gran_4
Stock Options Awards and Grants (Details Narrative) (10-K) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Payment Arrangement [Abstract] | |||
Weighted average grant date stock price, per share | $ 7.916 | $ 7.916 | |
Unrecognized compensation expense | $ 32,642 | $ 56,745 |
Stock Options Awards and Gran_5
Stock Options Awards and Grants - Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Shares, Outstanding at beginning | 34,925 | 47,750 |
Number of Shares, Grants | 3,250 | |
Number of Shares, Exercised | ||
Number of Shares, Canceled | (34,925) | (16,075) |
Number of Shares, Outstanding at end | 34,925 | |
Number of Shares, Exercisable at end | 18,419 | |
Weighted-Average Exercise Price, Outstanding at beginning | $ 6.20 | $ 5.80 |
Weighted-Average Exercise Price, Grants | 19 | |
Weighted-Average Exercise Price, Exercised | ||
Weighted-Average Exercise Price, Canceled | (6.20) | (1) |
Weighted-Average Exercise Price, Outstanding at end | 0 | 6.20 |
Weighted-Average Exercise Price, Exercisable at end | $ 0 | $ 0.20 |
Weighted-Average Remaining Contractual Term, Outstanding at beginning | 2 years 4 months 24 days | 2 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Grants | 0 years | 2 years 7 months 17 days |
Weighted-Average Remaining Contractual Term, Canceled | 2 years 4 months 24 days | |
Weighted-Average Remaining Contractual Term, Outstanding at end | 0 years | 4 years 1 month 24 days |
Weighted-Average Remaining Contractual Term, Exercisable at end | 0 years | 2 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding at beginning | $ 216,535 | $ 488,000 |
Aggregate Intrinsic Value, Grants | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Canceled | ||
Aggregate Intrinsic Value, Outstanding at end | $ 216,535 | |
Aggregate Intrinsic Value, Exercisable at end | $ 176,375 |
Stock Options Awards and Gran_6
Stock Options Awards and Grants - Schedule of Stock Option Activity (Details) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Shares, Outstanding at beginning | 34,925 | 47,750 |
Number of Shares, Grants | 3,250 | |
Number of Shares, Exercised | ||
Number of Shares, Canceled | (34,925) | (16,075) |
Number of Shares, Outstanding at end | 34,925 | |
Number of Shares, Exercisable at end | 18,419 | |
Weighted-Average Exercise Price, Outstanding at beginning | $ 6.20 | $ 5.80 |
Weighted-Average Exercise Price, Grants | 19 | |
Weighted-Average Exercise Price, Exercised | ||
Weighted-Average Exercise Price, Canceled | 6.20 | 1 |
Weighted-Average Exercise Price, Outstanding at end | 0 | 6.20 |
Weighted-Average Exercise Price, Exercisable at end | $ 0 | $ 0.20 |
Weighted-Average Remaining Contractual Term, Outstanding at beginning | 2 years 4 months 24 days | 2 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, Grants | 0 years | 2 years 7 months 17 days |
Weighted-Average Remaining Contractual Term, Outstanding at end | 0 years | 4 years 1 month 24 days |
Weighted-Average Remaining Contractual Term, Exercisable at end | 0 years | 2 years 4 months 24 days |
Aggregate Intrinsic Value, Outstanding at beginning | $ 216,535 | $ 488,000 |
Aggregate Intrinsic Value, Grants | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Canceled | ||
Aggregate Intrinsic Value, Outstanding at end | $ 216,535 | |
Aggregate Intrinsic Value, Exercisable at end | $ 176,375 |
Segment Information (Details Na
Segment Information (Details Narrative) - Segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Information (Details _2
Segment Information (Details Narrative) (10-K) - Segment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments Information (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets by Segment | $ 9,389 | $ 9,389 | $ 3,468,431 | $ 3,524,507 | ||
Revenue by segment | 31,789 | |||||
Cost of sales by segment | 31,617 | |||||
Operating expenses | 71,370 | 148,916 | 199,757 | 315,695 | 528,283 | 565,700 |
Operating (loss) income by segment | $ (71,370) | $ (148,916) | $ (199,757) | $ (315,695) | (528,283) | (565,528) |
Renewable Systems Integration [Member] | ||||||
Assets by Segment | 1,642,592 | 1,540,423 | ||||
Revenue by segment | 203,394 | 40,548 | ||||
Cost of sales by segment | 144,695 | 40,376 | ||||
Operating expenses | 447,783 | 565,700 | ||||
Operating (loss) income by segment | (389,084) | (565,528) | ||||
Non-renewable Systems Integration [Member] | ||||||
Assets by Segment | 1,825,839 | 1,984,084 | ||||
Revenue by segment | 6,613,930 | 7,505,889 | ||||
Cost of sales by segment | 4,710,183 | 5,492,607 | ||||
Operating expenses | 1,968,002 | 1,881,160 | ||||
Operating (loss) income by segment | $ (64,255) | $ 132,122 |
401(k) Plans (Details Narrative
401(k) Plans (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Employee compensation plan expense | $ 56,310 | $ 12,324 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Income tax expenses benefit | $ 13,000 | $ 16,257 | |||||
Tax cuts and jobs act, percent | 0.50 | 0.50 | |||||
Tax cuts and jobs act. description | The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 ("2017 Tax Act"). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. | ||||||
Bonus depreciation percentage | 100.00% | ||||||
Cares Act [Member] | |||||||
Tax cuts and jobs act, percent | 0.80 | 0.80 | 0.80 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Gross deferred tax assets | $ 582,000 | $ 430,000 |
Deferred tax assets valuation allowance | 536,000 | 380,000 |
Change in the valuation allowance | 156,000 | |
Gross net operating loss carryforwards | $ 1,236,000 | $ 749,000 |
Net operating loss carryforwards expiration description | Which begin to expire after 2036 through 2039 | |
Ownership percentage | 50.00% |
Income Tax - Schedule of Compon
Income Tax - Schedule of Components of Income Tax Expense (Benefit) (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total current | $ 9,000 | $ 22,000 | ||||
Total deferred | 4,000 | (6,000) | ||||
Total income tax expense | 13,000 | 16,257 | ||||
U.S. Federal [Member] | ||||||
Total current | ||||||
Total deferred | ||||||
U.S. State and Local [Member] | ||||||
Total current | 8,000 | 13,000 | ||||
Total deferred | ||||||
Australia [Member] | ||||||
Total current | 1,000 | 9,000 | ||||
Total deferred | $ 4,000 | $ (6,000) |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards - U.S. | $ 371,000 | $ 224,000 |
Charitable contribution carryforward | 6,000 | 3,000 |
Share-based compensation | 159,000 | 153,000 |
Accrued liabilities | 46,000 | 50,000 |
Gross deferred tax assets | 582,000 | 430,000 |
Valuation allowance | (536,000) | (380,000) |
Net deferred tax assets | $ 46,000 | $ 50,000 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | (7.10%) | (7.10%) |
Other | (11.10%) | (9.10%) |
Change in valuation allowance | (4.60%) | (7.40%) |
Effective tax rate | (1.80%) | (3.00%) |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Jun. 19, 2020 | Jun. 18, 2020 | May 18, 2020 | May 06, 2020 | Jan. 15, 2020 | Oct. 17, 2019 | Jun. 05, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Gross proceeds from notes payable | $ 20,000 | ||||||||||
QRIDA Loan [Member] | |||||||||||
Proceeds from loans | $ 160,410 | ||||||||||
Debt interest percentage | 2.50% | ||||||||||
Promissory Note [Member] | Lender [Member] | |||||||||||
Debt interest percentage | 6.00% | ||||||||||
Debt instrument, face value | $ 230,332 | $ 179,838 | 179,838 | ||||||||
Debt description | The entire principal and interest upon the Promissory Note are due on June 19, 2021. | ||||||||||
Due to related party | 416 | 416 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | |||||||||||
Debt instrument, face value | $ 92,500 | ||||||||||
FirstFire Global Opportunities Fund LLC [Member] | First Fire Global Opportunities Fund LLC [Member] | |||||||||||
Debt instrument, face value | $ 85,250 | ||||||||||
Gross proceeds from notes payable | 77,500 | ||||||||||
Debt, original issue discount | 7,750 | ||||||||||
Legal fees | $ 2,500 | ||||||||||
Debt converted of shares, value | $ 15,450 | ||||||||||
Debt converted of shares | 5,000 | ||||||||||
FirstFire Global Opportunities Fund LLC [Member] | First Fire Global Opportunities Fund LLC [Member] | Settlement of Both 2019 and 2020 Notes [Member] | |||||||||||
Settled amount | $ 90,000 | ||||||||||
Gain (loss) on extinguishment of debt | $ 81,203 | $ 81,203 | |||||||||
FirstFire Global Opportunities Fund LLC [Member] | First Fire Global Opportunities Fund LLC [Member] | 2019 Note [Member] | |||||||||||
Debt interest percentage | 8.00% | ||||||||||
Debt instrument, face value | $ 110,000 | ||||||||||
Gross proceeds from notes payable | 100,000 | ||||||||||
Debt, original issue discount | 10,000 | ||||||||||
Legal fees | $ 5,000 | ||||||||||
Debt description | (A) the amount to be redeemed multiplied by (B) 125%. In addition, upon an event of default, the conversion price would be the lower of (i) the Fixed Conversion Price or (ii) 75% of the lowest closing price of our common stock during the 10 trading days prior to the conversion date. | ||||||||||
Paycheck Protection Program Loan [Member] | PPP Term Note [Member] | Comerica Bank [Member] | |||||||||||
Debt interest percentage | 1.00% | ||||||||||
Debt instrument, face value | $ 20,000 | ||||||||||
Debt description | The PPP Term Note bears interest at a fixed annual rate of 1.00%, with the first six months of interest deferred. Beginning in November 2020, the Company will make 18 equal monthly payments of principal and interest with the final payment due in April 2022. |
Note Payable (Details Narrati_2
Note Payable (Details Narrative) (10-K) - USD ($) | Dec. 31, 2019 | Aug. 21, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Thermo Credit Line [Member] | ||||
Interest expense | $ 20,882 | $ 8,847 | ||
Credit Agreement [Member] | ||||
Line of credit facility, description | 85% of Eligible Accounts (as defined in the Credit Agreement). Borrowings under the Credit Agreement may be used for working capital and to refinance certain existing debt of PVBJ. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Principal covenants include a debt service coverage ratio of not less than 1.15 to 1.0, a fixed charge coverage ratio of not less than 1.15 to 1.0, and maintaining a tangible net worth of at least $150,000 | |||
Loan commitment, expiration date | Aug. 21, 2020 | |||
Facility was increased | $ 400,000 | |||
Loan commitment fee | $ 7,000 | $ 3,500 | ||
Monthly monitoring fees, percentage | 0.33% | |||
Amount available for borrowing | 70,254 | $ 70,254 | ||
Credit Agreement [Member] | First Anniversary [Member] | ||||
Loan commitment fee | $ 3,500 | |||
Credit Agreement [Member] | Minimum [Member] | ||||
Line of credit interest percentage | 9.50% | |||
Credit Agreement [Member] | Prime Rate [Member] | ||||
Line of credit interest percentage | 5.00% | |||
Credit Agreement [Member] | Thermo Communications Funding, LLC [Member] | ||||
Revolving line of credit | 350,000 | |||
Line of credit facility, maximum borrowing capacity | 350,000 | |||
Tangible capital, net | $ 150,000 | |||
Monthly monitoring fees, percentage | 4.00% | |||
Early termination fees | $ 400,000 | $ 400,000 |
Equity Purchase Agreement - (De
Equity Purchase Agreement - (Details Narrative) - USD ($) | Aug. 30, 2019 | Jul. 09, 2019 | Mar. 12, 2019 | Dec. 31, 2019 |
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | ||||
Number of shares issued for common stock, value | $ 3,000,000 | $ 400,000 | ||
Equity Purchase Agreement [Member] | Investor [Member] | ||||
Number of donate shares to common stock | 1,750 | |||
Number of donate shares returned and canceled | 1,750 | |||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||
Number of shares issued for common stock, value | $ 450,000 | |||
Equity Financing Agreement [Member] | GHS Investments LLC [Member] | ||||
Number of shares issued for common stock, value | $ 700,000 | |||
Equity financing agreement, description | We entered into an equity financing agreement with GHS Investments LLC (the "GHS Financing Agreement); in connection therewith, we filed a Form S-1 Registration Statement (the "S-1") registering up to 700,000 Common Stock Shares, which S-1 was declared effective on July 19, 2019. On May 19, 2020, we filed a Post-Effective Amendment No. 1 on Form S-1 amending the S-1 to deregister all securities registered pursuant to said S-1, which as of the date of such Amendment, 22,513 Common Stock Shares were unissued (the "Post Effective S-1"). The Post Effective S-1 was declared effective on May 21, 2020, at which time the Offering described in the S-1 was terminated, as well as the contractual obligations under the GHS Financing Agreement. |
Equity Purchase Agreement - (_2
Equity Purchase Agreement - (Details Narrative) (10-K) - USD ($) | Aug. 30, 2019 | Jul. 09, 2019 | Mar. 12, 2019 | Dec. 31, 2019 |
Owning common stock percentage | 50.00% | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | ||||
Number of shares issued for common stock, value | $ 3,000,000 | $ 400,000 | ||
Number of shares issued for common stock | 30,000 | |||
Legal fees | $ 90,000 | |||
Purchase price percentage | 80.00% | |||
Owning common stock percentage | 4.99% | |||
Sold an aggregate shares | 5,475 | |||
Proceeds form shares | $ 37,094 | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | Average 1 [Member] | ||||
Investor purchases description | i. If between zero (0) to seven hundred fifty (750) Shares are traded on average per day during the Pricing Period, the relevant Put shall be capped to seven hundred fifty (750) Shares; | |||
Number of shares capped | 750 | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | Average 2 [Member] | ||||
Investor purchases description | ii. If between seven hundred fifty-one (751) Shares to one thousand five hundred (1,500) Shares are traded on average per day, the relevant Put shall be capped to one thousand five hundred (1,500) Shares; | |||
Number of shares capped | 1,500 | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | Average 3 [Member] | ||||
Investor purchases description | iii. If between one thousand five hundred and one (1,501) Shares to three thousand (3,000) Shares are traded on average per day, the relevant Put shall be capped to three thousand (3,000) Shares; | |||
Number of shares capped | 3,000 | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | Average 4 [Member] | ||||
Investor purchases description | iv. If between three thousand and one (3,001) Shares to seven thousand five hundred (7,500) Shares are traded on average per day, the relevant Put shall be capped to seven thousand five hundred (7,500) Shares; and | |||
Number of shares capped | 7,500 | |||
Equity Purchase Agreement [Member] | GHS Investments LLC [Member] | Average 5 [Member] | ||||
Investor purchases description | v. If the average daily traded volume for the Pricing Period is equal to or greater than seven thousand five hundred and one (7,501) Shares, then the relevant Put shall be limited to an amount which equals two times (2x) the average daily volume for the Shares during the Pricing Period. | |||
Equity Purchase Agreement [Member] | Investor [Member] | ||||
Number of donate shares to common stock | 1,750 | |||
Number of donate shares returned and canceled | 1,750 | |||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||
Number of shares issued for common stock, value | $ 450,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
Additional lease liabilities | $ 261,047 | $ 383,547 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Details Narrative) (10-K) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | ||
Additional lease liabilities | $ 261,047 | $ 383,547 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | May 18, 2020 | Apr. 21, 2020 | Dec. 31, 2019 |
Equity interest, percentage | 50.00% | ||
PVBJ Inc. [Member] | |||
Earn-out liability | $ 221,800 | ||
The Pride Group (QLD) Pty Ltd [Member] | |||
Equity interest, percentage | 100.00% | ||
Note obligation reducement description | The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Gain/loss on Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Results from discontinued operations | $ (56,378) | $ 112,319 | $ (155,406) | $ 196,396 | $ 67,650 | $ 59,833 |
Loss on disposal of assets | (789,425) | (789,425) | ||||
Loss from discontinued operations | $ (845,803) | $ 112,319 | (944,831) | $ 196,396 | 67,650 | $ 59,833 |
PVBJ Inc. [Member] | ||||||
Less: net asset value | (1,383,440) | (1,383,440) | ||||
Gain/loss on disposal of PVBJ and Pride | (1,169,366) | (1,169,366) | ||||
PVBJ Inc. [Member] | Earn-out Payable Exchange [Member] | ||||||
Proceeds on sale | 214,074 | 214,074 | ||||
The Pride Group (QLD) Pty Ltd [Member] | ||||||
Less: net asset value | (120,380) | (120,380) | ||||
Gain/loss on disposal of PVBJ and Pride | 379,941 | 379,941 | ||||
The Pride Group (QLD) Pty Ltd [Member] | Debt Forgiveness [Member] | ||||||
Proceeds on sale | $ 500,321 | $ 500,321 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Discontinued Operation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income (loss) for period | $ 789,425 | $ 789,425 | $ 789,425 | $ 789,425 | ||
Total current assets | $ 1,093,444 | $ 1,476,318 | ||||
Non-current assets of discontinued operations | 2,215,177 | 2,015,032 | ||||
Total current liabilities | 1,131,193 | 1,279,976 | ||||
Total noncurrent liabilities | 1,199,984 | 602,131 | ||||
PVBJ Inc. [Member] | ||||||
Total revenue | 85,028 | 747,071 | 722,786 | 1,422,025 | 2,873,796 | 2,440,854 |
Direct costs | 48,655 | 534,154 | 560,328 | 1,059,884 | 2,152,120 | 1,824,818 |
Total cost of goods sold | 48,655 | 534,154 | 560,328 | 1,059,884 | 2,152,120 | 1,824,818 |
Selling, general and administrative | 61,812 | 125,408 | 230,807 | 298,011 | 665,507 | 477,978 |
Net income (loss) for period | (25,439) | 79,031 | (68,349) | 64,130 | 56,169 | 138,058 |
Cash and cash equivalents | 55,856 | 19,287 | ||||
Accounts receivable | 354,129 | 395,190 | ||||
Prepaid expenses | 9,071 | |||||
Costs and earnings in excess of billings | ||||||
Total current assets | 419,056 | 414,477 | ||||
Property and equipment, net | 387,391 | 358,338 | ||||
Security deposits and other non-current assets | ||||||
Deferred tax asset | ||||||
Customer lists, net | 63,161 | 83,645 | ||||
Right of use asset | ||||||
Goodwill | 1,373,621 | 1,373,621 | ||||
Non-current assets of discontinued operations | 1,824,173 | 1,815,604 | ||||
Total assets | 2,243,229 | 2,230,081 | ||||
Accounts payable and accrued expenses | 94,104 | 214,135 | ||||
Billings in excess of costs and earnings | ||||||
Sales and withholding tax payable | ||||||
Current operating lease liability | ||||||
Current equipment notes payable | 9,653 | 21,645 | ||||
Current line of credit | 269,746 | |||||
Current finance lease payable | 75,743 | 65,265 | ||||
Income tax payable | ||||||
Total current liabilities | 449,246 | 451,045 | ||||
Earn-out payable | 209,199 | 190,736 | ||||
Lease operating liability | ||||||
Finance leases | 307,804 | 280,382 | ||||
Equipment notes payable | 38,913 | 51,390 | ||||
Convertible notes payable - related party, net of discounts | ||||||
Total noncurrent liabilities | 555,916 | 550,867 | ||||
Total liabilities | 1,005,162 | 1,001,912 | ||||
PVBJ Inc. [Member] | Sales [Member] | ||||||
Total revenue | 85,028 | 747,071 | 722,786 | 1,422,025 | 2,873,796 | 2,440,854 |
The Pride Group (QLD) Pty Ltd [Member] | ||||||
Total revenue | 440,270 | 1,180,850 | 1,474,460 | 2,210,169 | 3,943,528 | 5,065,035 |
Direct costs | 323,514 | 775,170 | 1,121,121 | 1,445,878 | 2,702,758 | 3,676,288 |
Total cost of goods sold | 323,514 | 775,170 | 1,121,121 | 1,445,878 | 2,702,758 | 3,676,288 |
Selling, general and administrative | 147,695 | 372,392 | 440,396 | 632,085 | 1,229,289 | 1,466,972 |
Net income (loss) for period | (30,939) | 33,288 | (87,057) | 132,206 | 11,481 | (78,225) |
Cash and cash equivalents | 196,705 | 314,694 | ||||
Accounts receivable | 449,530 | 697,216 | ||||
Prepaid expenses | 2,108 | 4,453 | ||||
Costs and earnings in excess of billings | 26,045 | 45,478 | ||||
Total current assets | 674,388 | 1,061,841 | ||||
Property and equipment, net | 90,847 | 135,712 | ||||
Security deposits and other non-current assets | 31,633 | 31,330 | ||||
Deferred tax asset | 46,000 | 32,386 | ||||
Customer lists, net | ||||||
Right of use asset | 222,524 | |||||
Goodwill | ||||||
Non-current assets of discontinued operations | 391,004 | 199,428 | ||||
Total assets | 1,065,393 | 1,261,169 | ||||
Accounts payable and accrued expenses | 450,545 | 669,558 | ||||
Billings in excess of costs and earnings | 47,098 | 45,331 | ||||
Sales and withholding tax payable | 37,199 | 66,696 | ||||
Current operating lease liability | 87,897 | |||||
Current equipment notes payable | 17,782 | 17,346 | ||||
Current line of credit | ||||||
Current finance lease payable | ||||||
Income tax payable | 41,426 | |||||
Total current liabilities | 681,947 | 828,931 | ||||
Earn-out payable | ||||||
Lease operating liability | 137,071 | |||||
Finance leases | ||||||
Equipment notes payable | 33,227 | 51,264 | ||||
Convertible notes payable - related party, net of discounts | 473,770 | |||||
Total noncurrent liabilities | 644,068 | 51,264 | ||||
Total liabilities | 1,326,015 | 880,195 | ||||
The Pride Group (QLD) Pty Ltd [Member] | Sales [Member] | ||||||
Total revenue | $ 440,270 | $ 1,180,850 | $ 1,474,460 | $ 2,210,169 | $ 3,943,528 | $ 5,065,035 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Compute Basic and Diluted Loss Per Share (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (963,308) | $ (271,787) | $ (109,462) | $ (125,026) | $ (1,235,095) | $ (234,488) | $ (712,441) | $ 600,735 |
Weighted average common shares outstanding | 394,105 | 381,051 | 390,126 | 380,365 | 382,233 | 379,301 | ||
Basic net loss per share | $ (1.86) | $ (1.86) | ||||||
Diluted net loss per share | $ (1.58) | $ (1.58) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net Loss | $ (963,308) | $ (271,787) | $ (109,462) | $ (125,026) | $ (1,235,095) | $ (234,488) | $ (712,441) | $ 600,735 |
Net cash used in operations | $ (102,845) | $ (337,593) | $ (412,196) | $ (364,646) |
Going Concern (Details Narrat_2
Going Concern (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 24, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Loss | $ (963,308) | $ (271,787) | $ (109,462) | $ (125,026) | $ (1,235,095) | $ (234,488) | $ (712,441) | $ 600,735 | |
Net cash used in operations | (102,845) | (337,593) | (412,196) | (364,646) | |||||
Working capital deficit | 249,147 | ||||||||
Cash | $ 5,010 | 5,010 | 25,059 | 20,128 | |||||
Proceeds from sale of common stock | $ 26,008 | $ 40,122 | |||||||
Subsequent Event [Member] | |||||||||
Cash | $ 144,638 | ||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | GHS Investments LLC [Member] | |||||||||
Number of common stock shares sold | 3,938 | ||||||||
Proceeds from sale of common stock | $ 19,827 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Oct. 06, 2020Days | Sep. 29, 2020shares | Aug. 12, 2020USD ($) | Jul. 22, 2020USD ($) | Jul. 17, 2020USD ($) | Jun. 30, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Equity interest, percentage | 50.00% | |||||||
Common shares, authorized | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Subsequent Event [Member] | ||||||||
Debt description | Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation, (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock, and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000. | |||||||
Reverse split stock | one-for-twenty (1:20) reverse split | |||||||
Trading days | Days | 20 | |||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||
Common shares, authorized | 25,000,000 | |||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||
Common shares, authorized | 100,000,000 | |||||||
Subsequent Event [Member] | VoltH2 Holdings AG [Member] | ||||||||
Payment for investment | $ | $ 175,000 | |||||||
Equity interest, percentage | 17.50% | |||||||
Lender [Member] | Subsequent Event [Member] | ||||||||
Debt instrument, face value | $ | $ 299,000 | $ 50,000 | ||||||
Debt interest percentage | 6.00% | 6.00% | ||||||
Debt maturity date | Jun. 19, 2021 | Jun. 19, 2021 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Oct. 06, 2020Days | Sep. 29, 2020shares | May 18, 2020 | Apr. 21, 2020USD ($) | Mar. 10, 2020USD ($) | Feb. 27, 2020 | Jan. 15, 2020USD ($)$ / shares | Jan. 03, 2020 | Mar. 25, 2019 | May 31, 2018 | Mar. 24, 2020USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Equity interest, percentage | 50.00% | ||||||||||||||
Proceeds from convertible note | $ 75,000 | $ 147,500 | $ 92,500 | ||||||||||||
Common shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Lease expiration date | May 31, 2025 | Apr. 30, 2023 | Apr. 30, 2018 | ||||||||||||
Common shares, authorized | shares | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
PVBJ Inc. [Member] | |||||||||||||||
Earn-out liability | $ 221,800 | ||||||||||||||
The Pride Group (QLD) Pty Ltd [Member] | |||||||||||||||
Equity interest, percentage | 100.00% | ||||||||||||||
Note obligation reducement description | The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. | ||||||||||||||
Forecast [Member] | PVBJ Inc. [Member] | |||||||||||||||
Earn-out liability | $ 221,800 | ||||||||||||||
Forecast [Member] | The Pride Group (QLD) Pty Ltd [Member] | |||||||||||||||
Equity interest, percentage | 100.00% | ||||||||||||||
Note obligation reducement description | The Company has no further note obligations to Hidalgo or Doyle, and it reduced its debt by approximately $600,000 or 65% of the corporate debt obligations. | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Note description | Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation, (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock, and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000. | ||||||||||||||
Reverse split stock | one-for-twenty (1:20) reverse split | ||||||||||||||
Trading days | Days | 20 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||
Common shares, authorized | shares | 25,000,000 | ||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||
Common shares, authorized | shares | 100,000,000 | ||||||||||||||
Subsequent Event [Member] | Thermo Credit Lending Facility [Member] | |||||||||||||||
Increase in line of credit facility | $ 400,000 | ||||||||||||||
Subsequent Event [Member] | Amendment Agreement [Member] | 2018 Notes [Member] | |||||||||||||||
Debt instrument maturity description | January 2, 2020 to February 8, 2021 | ||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | FirstFire Global Opportunities Fund LLC [Member] | |||||||||||||||
Debt instrument, face value | $ 85,250 | ||||||||||||||
Proceeds from convertible note | 77,500 | ||||||||||||||
Discount issuance | $ 7,750 | ||||||||||||||
Debt maturity date | Jan. 15, 2021 | ||||||||||||||
Debt interest percentage | 8.00% | ||||||||||||||
Monthly principal payment | $ 4,500 | ||||||||||||||
Repayment of note percentage | 115.00% | ||||||||||||||
Common shares, par value | $ / shares | $ 0.0001 | ||||||||||||||
Convertible note conversion price | $ / shares | $ 10 | ||||||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||||||
Debt default interest rate | 15.00% | ||||||||||||||
Note description | (A) the amount to be redeemed multiplied by (B) 125%. In addition, upon an event of default, the conversion price would be the lower of (i) the Fixed Conversion Price or (ii) 75% of the lowest closing price of the Common Stock during the 10 trading days prior to the conversion date. | ||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | GHS Investments LLC [Member] | |||||||||||||||
Number of common stock shares sold | shares | 3,938 | ||||||||||||||
Proceeds from sale of common stock | $ 19,827 | ||||||||||||||
Subsequent Event [Member] | Lease Agreement [Member] | |||||||||||||||
Lease commenced date | May 31, 2018 | ||||||||||||||
Lease expiration date | Apr. 30, 2027 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Gain/loss on Discontinued Operations (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Results from discontinued operations | $ (56,378) | $ 112,319 | $ (155,406) | $ 196,396 | $ 67,650 | $ 59,833 |
PVBJ Inc. [Member] | ||||||
Less: net asset value | (1,383,440) | (1,383,440) | ||||
Gain/loss on disposal of PVBJ and Pride | (1,169,366) | (1,169,366) | ||||
PVBJ Inc. [Member] | Earn-out Payable Exchange [Member] | ||||||
Proceeds on sale | 214,074 | 214,074 | ||||
The Pride Group (QLD) Pty Ltd [Member] | ||||||
Less: net asset value | (120,380) | (120,380) | ||||
Gain/loss on disposal of PVBJ and Pride | 379,941 | 379,941 | ||||
The Pride Group (QLD) Pty Ltd [Member] | Debt Forgiveness [Member] | ||||||
Proceeds on sale | $ 500,321 | $ 500,321 |
Subsequent Events - Schedule _2
Subsequent Events - Schedule of Discontinued Operation (Details) (10-K) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net income for period | $ 789,425 | $ 789,425 | $ 789,425 | $ 789,425 | ||
Results from discontinued operations | (56,378) | 112,319 | (155,406) | 196,396 | $ 67,650 | $ 59,833 |
Total current assets | 1,093,444 | 1,476,318 | ||||
Non-current assets of discontinued operations | 2,215,177 | 2,015,032 | ||||
Total current liabilities | 1,131,193 | 1,279,976 | ||||
Total noncurrent liabilities | 1,199,984 | 602,131 | ||||
PVBJ Inc. [Member] | ||||||
Total revenue | 85,028 | 747,071 | 722,786 | 1,422,025 | 2,873,796 | 2,440,854 |
Direct costs | 48,655 | 534,154 | 560,328 | 1,059,884 | 2,152,120 | 1,824,818 |
Total cost of goods sold | 48,655 | 534,154 | 560,328 | 1,059,884 | 2,152,120 | 1,824,818 |
Selling, general and administrative | 61,812 | 125,408 | 230,807 | 298,011 | 665,507 | 477,978 |
Net income for period | (25,439) | 79,031 | (68,349) | 64,130 | 56,169 | 138,058 |
Cash and cash equivalents | 55,856 | 19,287 | ||||
Accounts receivable | 354,129 | 395,190 | ||||
Prepaid expenses | 9,071 | |||||
Costs and earnings in excess of billings | ||||||
Total current assets | 419,056 | 414,477 | ||||
Property and equipment, net | 387,391 | 358,338 | ||||
Security deposits and other non-current assets | ||||||
Deferred tax asset | ||||||
Customer lists, net | 63,161 | 83,645 | ||||
Right of use asset | ||||||
Goodwill | 1,373,621 | 1,373,621 | ||||
Non-current assets of discontinued operations | 1,824,173 | 1,815,604 | ||||
Total assets | 2,243,229 | 2,230,081 | ||||
Accounts payable and accrued expenses | 94,104 | 214,135 | ||||
Billings in excess of costs and earnings | ||||||
Sales and withholding tax payable | ||||||
Current operating lease liability | ||||||
Current equipment notes payable | 9,653 | 21,645 | ||||
Current line of credit | 269,746 | |||||
Current finance lease payable | 75,743 | 65,265 | ||||
Income tax payable | ||||||
Total current liabilities | 449,246 | 451,045 | ||||
Earn-out payable | 209,199 | 190,736 | ||||
Lease operating liability | ||||||
Line of credit | 28,359 | |||||
Finance leases | 307,804 | 280,382 | ||||
Equipment notes payable | 38,913 | 51,390 | ||||
Convertible notes payable - related party, net of discounts | ||||||
Total noncurrent liabilities | 555,916 | 550,867 | ||||
Total liabilities | 1,005,162 | 1,001,912 | ||||
PVBJ Inc. [Member] | Sales [Member] | ||||||
Total revenue | 85,028 | 747,071 | 722,786 | 1,422,025 | 2,873,796 | 2,440,854 |
The Pride Group (QLD) Pty Ltd [Member] | ||||||
Total revenue | 440,270 | 1,180,850 | 1,474,460 | 2,210,169 | 3,943,528 | 5,065,035 |
Direct costs | 323,514 | 775,170 | 1,121,121 | 1,445,878 | 2,702,758 | 3,676,288 |
Total cost of goods sold | 323,514 | 775,170 | 1,121,121 | 1,445,878 | 2,702,758 | 3,676,288 |
Selling, general and administrative | 147,695 | 372,392 | 440,396 | 632,085 | 1,229,289 | 1,466,972 |
Net income for period | (30,939) | 33,288 | (87,057) | 132,206 | 11,481 | (78,225) |
Cash and cash equivalents | 196,705 | 314,694 | ||||
Accounts receivable | 449,530 | 697,216 | ||||
Prepaid expenses | 2,108 | 4,453 | ||||
Costs and earnings in excess of billings | 26,045 | 45,478 | ||||
Total current assets | 674,388 | 1,061,841 | ||||
Property and equipment, net | 90,847 | 135,712 | ||||
Security deposits and other non-current assets | 31,633 | 31,330 | ||||
Deferred tax asset | 46,000 | 32,386 | ||||
Customer lists, net | ||||||
Right of use asset | 222,524 | |||||
Goodwill | ||||||
Non-current assets of discontinued operations | 391,004 | 199,428 | ||||
Total assets | 1,065,393 | 1,261,169 | ||||
Accounts payable and accrued expenses | 450,545 | 669,558 | ||||
Billings in excess of costs and earnings | 47,098 | 45,331 | ||||
Sales and withholding tax payable | 37,199 | 66,696 | ||||
Current operating lease liability | 87,897 | |||||
Current equipment notes payable | 17,782 | 17,346 | ||||
Current line of credit | ||||||
Current finance lease payable | ||||||
Income tax payable | 41,426 | |||||
Total current liabilities | 681,947 | 828,931 | ||||
Earn-out payable | ||||||
Lease operating liability | 137,071 | |||||
Line of credit | ||||||
Finance leases | ||||||
Equipment notes payable | 33,227 | 51,264 | ||||
Convertible notes payable - related party, net of discounts | 473,770 | |||||
Total noncurrent liabilities | 644,068 | 51,264 | ||||
Total liabilities | 1,326,015 | 880,195 | ||||
The Pride Group (QLD) Pty Ltd [Member] | Sales [Member] | ||||||
Total revenue | $ 440,270 | $ 1,180,850 | $ 1,474,460 | $ 2,210,169 | $ 3,943,528 | $ 5,065,035 |