10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2019

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from _________ to________

Commission File Number 333-149000

ASTRO AEROSPACE LTD.

 (Exact name of registrant as specified in its charter)

Nevada	98-0557091
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification)

320 W. Main Street, Lewisville, TX 75057

(Address of principal executive offices, including zip code)

972-221-1199

 (Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [x]   No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [x]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company (as defined by Rule 12b-2 of the Exchange Act):

Large accelerated filer        [  ]	Non-accelerated filer             [  ]
Accelerated filer                 [  ]	Smaller reporting company   [x]
	Emerging growth company   [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ]      No [x]

The number of outstanding shares of the registrant's common stock as of November 20, 2019: 72,710,623

EXPLANATORY NOTE

This amendment to the Form 10-Q, as originally filed with the Securities and Exchange Commission on November 19, 2019, is being filed solely to correctly provide the XBRL information and to correct expenses on the statement of operations.  No other changes have been made to the document.

ASTRO AEROSPACE LTD.

FORM 10-Q

INDEX

Item 1.  Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2019 (Unaudited) and December 31, 2018	3
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2019 and 2018 (Unaudited)	4
Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended September 30, 2019 and 2018(Unaudited)	5
Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	6
Condensed Consolidated Statements of Comprehensive Loss for the Nine Months Ended September 30, 2019 and 2018(Unaudited)	7
Condensed Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	8
Condensed Consolidated Statements of Cash Flow for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	9
Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.  Quantitative and Qualitative Disclosure About Market Risk	36
Item 4.  Controls and Procedures	36

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.  Defaults Upon Senior Securities	38
Item 4.  Mine Safety Disclosures	38
Item 5.  Other Information	38
Item 6.  Exhibits	38
SIGNATURES	39

2

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30,	December 31,
	2019	2018
	(unaudited)
Assets
Cash	$1,155	$55,129
Other Receivables	56,003	32,657
Prepaids	623	19,190
Total Current Assets	57,781	106,976
Acquired In-Process Research and Development	871,000	871,000
Deposits	3,000	14,199
Deferred Offering Costs, Net	45,984	-
Total Assets	$977,765	$992,175
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable and Accrued Liabilities	$206,420	$93,952
8% Senior Secured Convertible Promissory Note, net of  discounts of $436,851 at September 30, 2019 and  $592,932 at December 31, 2018	566,673	108,886
Total Current Liabilities	773,093	202,838
Long Term Liabilities
Promissory Note from MAAB	630,430	591,439
Total Liabilities	1,403,523	794,277
Commitments and Contingencies (Notes 1, 18 and 19)
Stockholders' (Deficit) Equity
Series A Convertible Preferred Stock, $0.0001 par value,  50,000,000 Shares Authorized, 1,562,500 shares Issued and  Outstanding at September 30, 2019 and December 31, 2018	156	156
Series B Convertible Preferred Stock, $0.001 par value, 10,000  Shares Authorized, 10,000 Shares Issued and Outstanding  at  September 30, 2019 and December 31, 2018	10	10
Common Stock, $0.001 par value, 250,000,000 Shares Authorized,  72,410,623 and 69,308,946 shares Issued and Outstanding at  September 30, 2019 and December 31, 2018	72,411	69,309
Additional Paid-in Capital:
Series A Convertible Preferred Stock	124,844	124,844
Series B Convertible Preferred Stock	7,156,204	7,156,204
Common Stock	1,995,627	836,473
Accumulated Other Comprehensive Income	12,690	22,704
Accumulated Deficit	(9,787,700)	(8,011,802)
Total Stockholders' (Deficit) Equity	(425,758)	197,898
Total Liabilities and Stockholders' (Deficit) Equity	$977,765	$992,175

The accompanying Notes are an integral part of the condensed consolidated financial statements

3

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,
	2019	2018
Revenue	$-	$-
Operating Expenses:
Sales and Marketing	92,374	9,258
General and Administrative	66,253	80,553
Research and Development	80,166	156,996
Impairment Expense	-	(25,000)
Total Operating Expenses	238,793	221,807
Loss from Operations	(238,793)	(221,807)
Other (Income) Expense
Interest Expense, Net	105,254	12,672
Bank and Filing Fees	893	10,108
Miscellaneous Income	(176,474)	-
Total Other (Income) Expense	(70,327)	22,780
Loss Before Income Tax	(168,466)	(244,587)
Income Tax
Current	-	-
Deferred	-	-
Total Income Tax Expense	-	-
Net Loss	(168,466)	(244,587)
Less: Preferred Stock Dividends	2,500	2,500
Net Loss Available to Common Stockholders	$(170,966)	$(247,087)
Net Loss per Common Share:
Basic	$(0.00)	$(0.00)
Diluted	$(0.00)	$(0.00)
Weighted Average Number of Common Shares Outstanding - Basic	72,176,927	69,270,060
Weighted Average Number of Common Shares Outstanding - Diluted	72,176,927	69,270,060

4

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended September 30,
	2019	2018
Net Loss	$(168,466)	$(244,587)
Foreign Currency Translation Gain (Loss)	17,180	(716)
Comprehensive Loss	(151,286)	(245,303)

5

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended September 30,
	2019	2018
Revenue	$-	$-
Operating Expenses:
Sales and Marketing	223,253	18,284
General and Administrative	192,810	101,128
Research and Development	426,422	427,816
Impairment Expense	-	6,285,214
Total Operating Expenses	842,485	6,832,442
Loss from Operations	(842,485)	(6,832,442)
Other Expense (Income)
Interest Expense, Net	1,102,582	19,314
Bank and Filing Fees	9,225	18,660
Miscellaneous Income	(178,394)	(10,000)
Total Other Expense	933,413	27,974
Loss Before Income Tax	(1,775,898)	(6,860,416)
Income Tax
Current	-	-
Deferred	-	-
Total Income Tax Expense	-	-
Loss from Continuing Operations, Net	(1,775,898)	(6,860,416)
Discontinued Operations:
Income from Discontinued Operations	-	178,300
Income Tax	-	(37,367)
Income from Discontinued Operations, Net	-	140,933
Net Loss	(1,775,898)	(6,719,483)
Less: Preferred Stock Dividends	7,500	7,500
Net Loss Available to Common Stockholders	$(1,783,398)	$(6,726,983)
Net Loss per Common Share:
Net Loss From Continuing Operations per Common Share:
Basic	$(0.03)	$(0.09)
Diluted	$(0.03)	$(0.09)
Net Earnings From Discontinued Operations per Common Share:
Basic	$-	$-
Diluted	$-	$-
Net Loss per Common Share:
Basic	$(0.03)	$(0.09)
Diluted	$(0.03)	$(0.09)
Weighted Average Number of Common Shares Outstanding - Basic	70,819,765	75,278,368
Weighted Average Number of Common  Shares  Outstanding - Diluted	70,819,765	75,278,368

6

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Nine Months Ended September 30,
	2019	2018
Net Loss	$(1,775,898)	$(6,719,483)
Foreign Currency Translation Loss	(10,014)	(716)
Comprehensive Loss	(1,785,912)	(6,720,199)

The accompanying Notes are an integral part of the condensed consolidated financial statements

7

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

Three and Nine Months Ended September 30, 2019 and 2018

	Series A Preferred Stock		Series B Preferred Stock		Common Stock		Additional Paid - In Capital Series A	Additional Paid - In Capital Series B	Additional Paid - In Capital	Accumulated Other Comprehensive (Loss)	Retained Earnings (Accumulated	Total Stockholders' Equity
	Shares	Amount	Shares	Amount	Shares	Amount	Preferred	Preferred	Common	Income	Deficit)	(Deficit)
Balance at December 31, 2017	1,562,500	$ 156	-	$ -	82,938,960	$ 82,939	$ 124,844	$ -	$ 229,744	$ -	$ 277,467	$ 715,150
Issuance of 10% Convertible Promissory Notes (Unaudited)	-	-	-	-	-	-	-	-	(50,000)	-	-	(50,000)
Preferred Stock Dividend (Unaudited)	-	-	-	-	-	-	-	-		-	(2,500)	(2,500)
Stock Option Expense (Unaudited)	-	-	-	-	-	-	-	-	2,283	-	-	2,283
Net Income (Unaudited)	-	-	-	-	-	-	-	-	-	-	178,820	178,820
Balance at March 31, 2018 (Unaudited)	1,562,500	$ 156	-	-	82,938,960	$ 82,939	124,844	$ -	$ 182,027	$ -	$ 453,787	$ 843,753
Acquisition of Common Stock for Common Stock of Subsidiaries (Unaudited)	-	-	-	-	(13,668,900)	(13,669)	-	-	(202,601)	-	(660,171)	(876,441)
Issuance of Series B Convertible Preferred Stock (unaudited)	-	-	10,000	10	-	-	-	7,156,204	-	-	-	7,156,214
Stock Option Expense (Unaudited)	-	-	-	-	-	-	-	-	20,574	-	-	20,574
Net Loss (Unaudited)	-	-	-	-	-	-	-	-	-	-	(6,653,716)	(6,653,716)
Balance at June 30, 2018 (Unaudited)	1,562,500	$ 156	10,000	$ 10	69,270,060	$ 69,270	$ 124,844	$ 7,156,204	$ -	$ -	$ (6,860,100)	$ 490,384
Conversion into Common Stock of the 10% Convertible Promissory Notes with Accrued Interest (Unaudited)	-	-	-	-	-	-	-	-	52,534	-	-	52,534
Foreign Currency Translation Loss (Unaudited)	-	-	-	-	-	-	-	-	-	(716)	-	(716)
Net Loss (Unaudited)	-	-	-	-	-	-	-	-	-	-	(244,587)	(244,587)
Balance at September 30, 2018 (Unaudited)	1,562,500	$ 156	10,000	$ 10	69,270,060	$ 69,270	$ 124,844	$ 7,156,204	$ 52,534	$ (716)	$ (7,104,687)	$ 297,615
Balance at December 31, 2018	1,562,500	$ 156	10,000	$ 10	69,308,946	$ 69,309	$ 124,844	$ 7,156,204	$ 836,473	$ 22,704	$ (8,011,802)	$ 197,898
Issuance of Inducement common shares (Unaudited)	-	-	-	-	156,250	156	-	-	(156)	-	-	-
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited)	-	-	-	-	365,054	365	-	-	93,655	-	-	94,020
Fair Value of Warrants Issued with 8% Senior Secured Convertible Promissory Note - 2nd Tranche (Unaudited)	-	-	-	-	-	-	-	-	121,320	-	-	121,320
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note - 2nd Tranche (Unaudited)	-	-	-	-	-	-	-	-	403,689	-	-	403,689
Foreign Currency Translation Gain (Unaudited)	-	-	-	-	-	-	-	-	-	665		665
Net Loss (Unaudited)	-	-	-	-	-	-	-	-	-	-	(696,623)	(696,623)
Balance at March 31, 2019 (Unaudited)	1,562,500	$ 156	10,000	$ 10	69,830,250	$ 69,830	$ 124,844	$ 7,156,204	$ 1,454,981	$ 23,369	$ (8,708,425)	$ 120,969
Partial Conversions of 8% Senior Secured Convertible Promissory Notes (Unaudited)	-	-	-	-	1,830,373	1,831	-	-	447,566	-	-	449,397
Foreign Currency Translation Loss (Unaudited)	-	-	-	-	-	-	-	-	-	(27,859)	-	(27,859)
Net Loss (Unaudited)	-	-	-	-	-	-	-	-	-	-	(910,809)	(910,809)
Balance at June 30, 2019 (Unaudited)	1,562,500	$ 156	10,000	$ 10	71,660,623	$ 71,661	$ 124,844	$ 7,156,204	$ 1,902,547	$ (4,490)	$ (9,619,234)	$ (368,302)
Partial Conversions of 8% Senior Secured Convertible Promissory Notes (Unaudited)	-	-	-	-	750,000	750	-	-	93,080	-	-	93,830
Foreign Currency Translation Gain (Unaudited)	-	-	-	-	-	-	-	-	-	17,180	-	17,180
Net Loss (Unaudited)	-	-	-	-	-	-	-	-	-	-	(168,466)	(168,466)
Balance at September 30, 2019 (Unaudited)	1,562,500	$ 156	10,000	$ 10	72,410,623	$ 72,411	$ 124,844	$ 7,156,204	$ 1,995,627	$ 12,690	$ (9,787,700)	$ (425,758)

The accompanying Notes are an integral part of the condensed consolidated financial statements

8

Astro Aerospace Ltd. and Subsidiaries

Condensed Consolidated Statements of Cash Flow

(Unaudited)

	Nine Months Ended September 30,
	2019	2018
Cash Flow from Operating Activities:
Net loss	$(1,775,898)	$(6,719,483)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Impairment Expense	-	6,285,214
Interest Paid in Common Stock	-	2,534
Amortization of Note Discounts	1,020,043	-
Amortization of Deferred Offering Costs	2,316	-
(Decrease) Increase in Cash from change in:
Other Receivables	(23,346)	(19,277)
Prepaids	18,567	(10,000)
Deposits	11,199	(20,494)
Deferred Offering Costs	(48,300)	-
Overdraft at Banks	-	3,833
Accounts Payable and Accrued Expenses	112,468	123,065
Discontinued Operations, net	-	(358,355)
Net Cash Used In Operating Activities	(682,951)	(712,963)
Cash Flow from Financing Activities:
Preferred Stock Dividend	-	(2,500)
Promissory Note from MAAB	38,991	498,758
8% Senior Secured Convertible Promissory Note	600,000	-
Net Cash Provided By Financing Activities	638,991	496,258
Effect of Foreign Currency Translation Loss	(10,014)	(716)
Net Decrease in Cash	$(53,974)	$(217,421)
Cash at the Beginning of the Period	$55,129	$217,421
Cash at the End of the Period	$1,155	$-
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for:
Interest	$1,699	$9,232
Taxes	$-	$24,930
Supplemental Disclosures of Non-Cash Information:
10% Convertible Promissory Notes Issued in Exchange for Stock Options	$-	$50,000
Common Stock Received in Sale of Discontinued Operations	$-	$876,440
Assets Sold in Discontinued Operations for Common Stock	$-	$1,941,259
Liabilities Sold in Discontinued Operations for Common Stock	$-	$(1,064,818)
Series B Preferred Stock Issued in Acquisition of Assets	$-	$7,156,214
Acquired In-Process Research and Development	$-	$7,181,214
Accounts Payable and Accrued Liabilities Assumed in Acquisition of Assets	$-	$25,000
Conversion into Common Stock of the 10% Convertible Promissory Notes    with Accrued Interest	$-	$52,534
Conversion of 8% Senior Secured Convertible Promissory Notes into Common Stock	$637,247	$-
Discounts Issued with 8% Senior Secured Convertible Promissory Notes	$606,827	$-
Discounts Issued in Connection with Forbearance Agreement for 8% Senior    Secured Convertible Promissory Notes	$257,135	$-
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured    Convertible Promissory Note	$1,020,043	$-

The accompanying Notes are an integral part of the condensed consolidated financial statements

9

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Astro Aerospace Ltd. (“Astro” or the “Company”) and its wholly-owned subsidiary, is a developer of self-piloted and autonomous, manned and unmanned, eVTOL (Electric Vertical Take Off and Landing) aerial vehicles. The Company intends to provide the market with a mainstream mode of everyday, aerial transportation for both humans and cargo. Astro currently has a working prototype and is making engineering and mechanical improvements to it.

Astro is the successor corporation to CPSM, Inc., which through its subsidiaries, Custom Pool and Spa Mechanics, Inc. (“Custom Pool and Spa”), and Custom Pool Plastering, Inc. (“CPP”) collectively (“Custom Pool”) were primarily engaged in the provision of full line pool and spa services, specializing in pool maintenance and service, repairs, leak detection, renovations, decking and remodeling.  The primary market area included Martin, Palm Beach, St Lucie, Indian River and Brevard counties, Florida.

On March 14, 2018, MAAB Global Limited (“MAAB”), the majority stockholder and parent of Astro, acquired control of CPSM, Inc. and on April 30, 2018, Custom Pool was sold to the Lawrence & Loreen Calarco Family Trust, an entity controlled by Lawrence Calarco and Loreen Calarco, former officers and directors of the CPSM (See Note 2, “Sale of Common Stock of Majority Stockholders and Resignation and Election of the Board of Directors” and Note 3, “ Sale of Custom Pool”).

On March 24, 2018 the articles of incorporation were amended to change the name of the Company from CPSM, Inc. to Astro Aerospace Ltd. As of September 30, 2019, the Company has one subsidiary, Astro Aerospace Ltd. (Canada), which is incorporated in Canada and is used mainly for refunds of the Goods and Services Tax in Canada.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying condensed consolidated financial statements, for the nine months ended September 30, 2019 the Company had a net loss of $1,775,898 and used $682,951 cash in operations, and at September 30, 2019, had negative working capital of $715,312, current assets of $57,781, and an accumulated deficit of $9,787,700. The foregoing factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating the Company’s technologies. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company acknowledges that its current cash position is insufficient to maintain the current level of operations and research and development, and that the Company will be required to raise substantial additional capital to continue its operations and fund its future business plans. The Company has continued to raise funds through its parent, MAAB, and the outstanding note payable balance was $630,430 and there is $119,570 available under the terms of the note at September 30, 2019. The Company has also raised funds through independent capital sources, of which the Company has a Senior Secured Convertible Promissory Note (See Note 9, “8% Senior Secured Convertible Promissory Note”) with an outstanding balance of $1,003,524 at September 30, 2019. Astro plans to raise additional capital in the private and public securities markets in 2019.

10

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 – SALE OF COMMON STOCK OF MAJORITY STOCKHOLDERS AND RESIGNATION AND ELECTION OF THE BOARD OF DIRECTORS

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, majority stockholders controlled by Lawrence and Loreen Calarco, sold 51,711,571 common shares and 1,562,500 preferred shares to MAAB Global Limited, a non-affiliate of the Company, paid from Bruce Bent, officer and director of MAAB Global Limited’s personal funds resulting in a change of control of the Company.  The stock was transferred to MAAB Global Limited effective March 14, 2018.  The 51,711,571 common shares and 1,562,500 preferred shares represented 62.35% and 100% of the issued and outstanding common and preferred stock of the Company.

On March 14, 2018, Lawrence Calarco, Loreen Calarco and Charles Dargan II resigned as officers and directors of the Company.  Additionally, on March 14, 2018, Jeffrey Michel and Randy Sofferman resigned as directors of the Company.

On March 14, 2018, Bruce Bent, age 62, was appointed as Chief Executive Officer and Director of the Company. He will stand for re-election at the next annual meeting of the shareholders.  There are no material arrangements to which Mr. Bent is a party, and there is no family relationship between him and any other party connected to the Company.

NOTE 3 – SALE OF CUSTOM POOL

On April 30, 2018, pursuant to a Share Exchange Agreement dated April 16, 2018, the Company sold all of the issued and outstanding common shares of Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering, its wholly owned subsidiaries, for 13,668,900 common shares of the Company held by the Lawrence & Loreen Calarco Family Trust, an entity controlled by Lawrence Calarco and Loreen Calarco, former officers and directors of the Company.  The Board of Directors subsequently authorized the cancellation of those common shares.  After said cancellation, the total issued and outstanding common shares is 69,270,060.  The Share Exchange Agreement was approved by the Board of Directors and written consent of shareholders holding 62.35% of the voting securities of the Company as of April 16, 2018.

The Company determined that there would be no gain or loss on the sale in accordance with Accounting Standards Codification 505-30-10, “Equity – Nonreciprocal Transfers with Owners”. Essentially the transaction is similar to a spin-off or reorganization since the Company acquired shares of its own common stock for the common shares of Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering, its wholly owned subsidiaries. As such, the transaction is accounted for at the recorded (book value) amount. The book value of the net assets was $876,440.

Custom Pool is presented as a discontinued operation in the condensed consolidated financial statements. The following is a reconciliation of the major line items constituting income from discontinued operations, net that are presented in the accompanying condensed consolidated statements of operations:

11

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 – SALE OF CUSTOM POOL (Continued)

	Nine Months Ended September 30,
	2019	2018
Major Classes of Line Items Constituting Pre-Tax Income on Discontinued Operations:
Revenue	$-	$1,786,911
Cost of Services	-	1,208,619
General and Administrative	-	338,877
Other Operating Expenses	-	51,370
Total Operating Expenses	-	1,598,866
Operating Income	-	188,045
Other Expense	-	9,745
Total Pre-Tax Loss from Discontinued Operations	-	178,300
Income Tax Expense	-	(37,367)
Loss from Discontinued Operations, Net	$-	$140,933

NOTE 4 – ACQUISITION OF ASSETS FROM CONFIDA AEROSPACE, LTD.

On May 8, 2018, the Company entered into an Asset Purchase Agreement with Confida Aerospace Ltd. Pursuant to the Asset Purchase Agreement, the Company purchased in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. As consideration for the Asset Purchase Agreement, the Company issued Confida Aerospace Ltd., 10,000 of the Company’s Series B preferred shares (See Note 11, “Convertible Preferred Stock”).  Each preferred share is convertible into 1,333 common shares and 1,333 warrants.  Each warrant is exercisable into one of the Company’s common shares at an exercise price of $.75.  The warrants have an exercise period of five years upon conversion. Additionally, the Company assumed $50,000 of debts incurred by Confida Aerospace Ltd. related to drone development.

All of the authorized shares of the Series B Convertible Stock were issued for the assets and $50,000 of accrued liabilities were assumed. The fair market value of the preferred stock was $7,131,214 as determined by an independent third party valuation firm. The fair market value was arrived at using an equivalent conversion into the common stock of Astro, which is trading in the Over-The-Counter Market. Appropriate restrictions and marketability discounts were applied, including using the 40 day volume weighted average price of $0.46 per share. The fair value of the common stock equivalent was $3,753,271. As well, the warrants issued in conjunction with the common stock were valued using the Black Scholes Model. The inputs used were a 40 day volume weighted average price of $0.46 per share, exercise price of $0.75 per share, a ten year term, a risk free rate of 2.97%, a volatility of 51% and no dividend yield. The fair value of the warrants was $3,377,943.

The Company determined the fair value of the IPRD based on the fair market value of the consideration paid for the IPRD: 10,000 shares of Series B Convertible Preferred Stock, each share of which is convertible into 1,333 shares of common stock and 1,333 common stock warrants. The drone prototype is in an early development stage and the fair value is not determinable using cash flow projections and such projections were not available. It is anticipated that the drone will be marketable in 2020 and at that time material net cash flows are expected to commence.

12

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 – ACQUISITION OF ASSETS FROM CONFIDA AEROSPACE, LTD. (Continued)

Further analysis of the IPRD determined that the recoverability of the fair value carrying amount was not probable and an impairment expense of $6,310,214 was incurred to reduce the carrying value of the net assets to $871,000, which approximates cost.

After the initial 90 day period for the assumption of liabilities, the Company determined that it would most likely only assume $25,000 of liabilities and adjusted the condensed consolidated financial statements accordingly. As of September 30, 2019, the expenses related to the liabilities have been incurred.

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and the Securities and Exchange Commission ("SEC") rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company's condensed consolidated financial position as of September 30, 2019 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2019. The accompanying unaudited, condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018, included in the Company's Form 10-K, which was filed with the SEC on April 15, 2019.

Cash

All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance.

13

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets – Acquired In-Process Research and Development

Acquired in-process research and development consists of acquired drone technology and engineering and trademarks. The Company reviews the IPRD, which currently has an indefinite useful life, for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the research and development efforts are completed or abandoned.  If the research and   development efforts are abandoned, the related costs will be written off in the period of such determination. If the research and development efforts are completed successfully, the related assets will be amortized over the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. There was no impairment expense incurred in the three and nine month periods ended September 30, 2019. There was an impairment expense of $6,285,214 in the nine month period ended September 30, 2018.

Revenue Recognition

The Company does not currently have any revenue. In discontinued operations, revenue was recognized when the pool service was completed and the collectability was reasonably assured. For pool resurfacing and remediation work, revenue was recognized at the time of completion of the job.

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values.

In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in operations.

Warrants

Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the condensed consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

14

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

The convertible promissory note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities.  Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP.  Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date.  If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized.  Management believes there are no unrecognized tax benefits or uncertain tax positions as of September 30, 2019 and December 31, 2018.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of September 30, 2019. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

15

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the condensed consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, computed using the treasury stock method for outstanding stock options and warrants and the if converted method for convertible notes and preferred stock. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Common stock equivalents are anti-dilutive for the three and nine months ended September 30, 2019 due to the net loss during the periods. The common stock equivalents are comprised of stock options, warrants, convertible promissory note and the Series A and Series B Convertible Preferred Stock.

Further, the Company has presented its discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements, Discontinued Operations”, which requires the presentation of both basic and diluted loss per share from continuing operations and the basic and diluted net loss per share from discontinued operations in addition to the basic and diluted net loss per share.

16

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

For the three and nine months ended September 30, 2019 and 2018, the basic and diluted net loss per share from continuing operations, the basic and diluted net income from discontinued operations and the basic and diluted net loss per share were computed as follows:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018
Loss from Continuing  Operations, net	$(168,466)	$(244,587)	$(1,775,898)	$(6,860,416)
Income from Discontinued  Operations, net	$-	$-	$-	$140,933
Net Loss Available to Common  Stockholders  and Assumed  Conversions	$(168,466)	$(244,587)	$(1,775,898)	$(6,719,483)
Series A Preferred Stock  Dividends	2,500	2,500	7,500	7,500
Net Loss Available to  Common Stockholders	$(170,966)	$(247,087)	$(1,783,398)	$(6,726,983)
Weighted Average Shares - Basic	72,176,927	69,270,060	70,819,765	75,278,368
Effective Dilutive  Securities – Stock Options	-	-	-	-
Shares Issuable Upon Conversion  of Convertible Promissory Notes	-	-	-	-
Shares Issuable Upon Conversion  of Preferred Stock – Series A	-	-	-	-
Shares Issuable Upon Conversion  of Preferred Stock – Series B	-	-	-	-
Weighted Average Shares –  Diluted	72,176,927	69,270,060	70,819,765	75,278,368
Net Loss Per Common Share  from Continuing Operations:
Basic	$(0.00)	$(0.00)	$(0.03)	$(0.09)
Diluted	$(0.00)	$(0.00)	$(0.03)	$(0.09)
Net Earnings Per Common Share  from Discontinued Operations:
Basic	$-	$-	$-	$-
Diluted	$-	$-	$-	$-
Net Loss Per Common Share:
Basic	$(0.00)	$(0.00)	$(0.03)	$(0.09)
Diluted	$(0.00)	$(0.00)	$(0.03)	$(0.09)

17

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Loss

Comprehensive loss consists of net loss plus the foreign currency translation loss.

Foreign Currency Translation

The translation of assets and liabilities for the Company’s foreign subsidiary is made at period end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the period transactions occurred.

Fair Value Measurement

GAAP establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At September 30, 2019 and December 31, 2018 there were no assets or liabilities carried or measured at fair value.

Use of Estimates and Assumptions

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) which will require lessees to recognize on the condensed consolidated balance sheet the assets and liabilities for the rights and obligations created by those leases with term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.  The new ASU will require both types of leases to be recognized on the condensed consolidated balance sheet. The ASU also will require disclosures to help investors and other condensed consolidated financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the condensed consolidated financial statements. The ASU was effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years. The ASU had no effect on the Company’s condensed consolidated financial statements.

18

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 but no earlier than an entity’s adoption date of Topic 606. The Company evaluated the impact of adopting the new guidance on the condensed consolidated financial statements, but it does not have a material impact.

NOTE 7 – CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash with high-credit quality financial institutions. At September 30, 2019 and December 31, 2018, the Company did not have any cash balances in excess of federally insured limits.

NOTE 8 – FAIR VALUE ESTIMATES

The Company measures financial instruments at fair value in accordance with ASC 820, which specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions.

Management believes the carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued liabilities as of September 30, 2019 and December 31, 2018 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its notes payable in accordance with the hierarchy of fair value based on whether the inputs to those valuation techniques are observable or unobservable. The hierarchy is:

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

19

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 – FAIR VALUE ESTIMATES (Continued)

The estimated fair value of the cash and notes payable at September 30, 2019 and December 31, 2018, were as follows:

	Quoted Prices In Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
	(Level 1)	(Level 2)	(Level 3)	Carrying Value
At September 30, 2019:
Assets
Cash	$   1,155	-	-	$     1,155
Liabilities
8% Senior Secured Convertible    Promissory Note	-	-	$  566,673	$ 566,673
Promissory Note from MAAB	-	-	$  630,430	$ 630,430
At December 31, 2018:
Assets
Cash	$  55,129	-	-	$   55,129
Liabilities
8% Senior Secured Convertible    Promissory Note	-	-	$ 108,886	$ 108,886
Promissory Note from MAAB	-	-	$ 591,439	$ 591,439

20

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 – 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. The first tranche principal of $701,818 was issued, with an Original Issue Discount (“OID”) of $81,818, a $20,000 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $600,000. The second tranche was issued on February 12, 2019 in the principal amount of $681,818, with an OID of $81,818 and the Company received proceeds of $600,000. Each tranche matures 6 months after the issue date, the first tranche matured on May 21, 2019 and the second tranche matured on August 12, 2019 (See Note 10, “Default And Forbearance On The 8% Senior Secured Convertible Promissory Note”).

The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date.  The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice.  Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of October 30, 2019, 96,164,018 shares available to be issued.

As additional consideration for the investment, the Company issued 156,250 shares of its common stock to the Investor, valued at $89,531 at the date of issuance, plus warrants to acquire up to an aggregate 344,029 shares of the Company’s common stock at an exercise price of $0.51 per share. Upon the closing of the second tranche in February 2019, the Company issued additional warrants to acquire up to an aggregate 421,656 shares of the Company’s common stock at an exercise price of $0.40 per share. Each Warrant is exercisable by the Investor beginning on the Effective Date through the fifth year anniversary thereof.  

The Note has a beneficial conversion feature for both tranches, which were valued, along with the warrants, on a relative fair value method. In the first tranche, the warrant fair value (See Note 14, “Warrants”) was $171,121 and the beneficial conversion feature fair value was $523,326 for a total debt discount of $694,447. However, adding the OID and the inducement shares to the debt discount, made final total debt discount $865,796, larger than the principal amount of the Note. Consequently, $163,978 of the debt discount was expensed. Additionally, $108,886 of the debt discount was amortized to interest expense for the year ended December 31, 2018, with an additional $504,910 amortized to interest in the nine months ended September 30, 2019, bringing the debt discount to $88,022 at September 30, 2019.

In the second tranche, the warrant fair value (See Note 14, “Warrants”) was $121,320 and the beneficial conversion feature fair value was $403,689 for a debt discount of $525,009. Including the $81,818 of OID, the total debt discount is $606,827. In the nine months ended September 30, 2019, $498,402 of the debt discount was amortized into interest expense, bringing the debt discount to $108,425 at September 30, 2019. However, the forbearance agreement increased the principal amount, and the debt discount, which were allocated to the second tranche, so there was a net increase in the principal and the debt discount in the second tranche as of September 30, 2019 (See Note 10, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Note”).

21

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 – 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Continued)

On February 22, 2019, the Investor converted $55,387 in principal amount of the Notes into 215,054 shares of the Company’s common stock. Likewise, on March 19, 2019, the Investor converted $38,633 in principal amount of the Note into 150,000 shares of the Company’s common stock. However, the conversion share calculation was incorrect for the March 19, 2019 conversion of the $38,633 in principal amount of the Note and was 26,712 shares less than what it should have been. These shares were added to a subsequent conversion in April 2019.

In the second quarter ended June 30, 2019, the Investor converted $449,397 in principal amount of the Note into 1,830,373 shares of the Company’s common stock.

In the third quarter ended September 30, 2019 the Investor converted $93,830 in principal amount of the Note into 750,000 shares of the Company’s common stock. The Company has accrued interest on the Note of $63,440 through September 30, 2019.

NOTE 10 – DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

On May 21, 2019, six months after the issuance of the first tranche of the 8% Senior Secured Convertible Promissory Note, the Note matured with $307,798 in principal outstanding and approximately $24,118 in accrued interest. The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest.

The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019.

The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020.  2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate.  3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%.

The Company’s outstanding principal amount of the Note, after conversions, and the accrued interest as of the Forbearance Agreement date of September 11, 2019, was $805,649. The Forbearance Agreement for the outstanding principal amount and accrued interest of $1,062,784 produces a forbearance penalty of $257,135. This amount increased both the principal balance of the Note and increased the debt discount by the same amount. The $257,135 penalty is being amortized over the new maturity of the Note, June 30, 2020, and resulted in a $16,731 amortization expense in the three and nine months periods ended September 30, 2019. The outstanding principal amount of the Note is $1,003,524 at September 30, 2019.

22

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 11 – CONVERTIBLE PROMISSORY NOTES

On March 14, 2018, 1,500,000 stock options were cancelled and two 10% Convertible Promissory Notes (“Notes”) with a six month maturity were issued to the former option holders. The principal amount was $25,000 each and there was no prepayment penalty. The Notes were convertible into the Company’s common stock based upon the average of the previous ten trading days’ closing price of the stock, at the maturity date of the Notes. Upon conversion of the notes, Bruce Bent or MAAB Global Limited had the option to purchase the common stock issued at a 5% discount to the average closing price of the stock over the previous 10 trading days. The option to purchase expired ten days after the issuance of the common stock. The option was not exercised.

On September 18, 2018, at the maturity of the Notes, the entire outstanding balance was converted into 38,886 shares of common stock of the Company, which included $2,534 of accrued interest. The Company issued the shares of common stock on October 22, 2018.

NOTE 12 – PROMISSORY NOTE FROM MAAB

On March 14, 2018, MAAB, the parent of Astro, issued a Promissory Note for monetary advances to the Company of up to $750,000. The Promissory Note matures on February 28, 2021. The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. The principal amount advanced under the Promissory Note is $630,430 through September 30, 2019. The Company has accrued interest expense of $72,764 at September 30, 2019. A portion of the proceeds from the 8% Senior Secured Convertible Promissory Note was used to repay a portion of the Promissory Note from MAAB in the nine month period ended September 30, 2019.

NOTE 13 – CONVERTIBLE PREFERRED STOCK

In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value and no liquidation value. The Series A Preferred has an 8% dividend paid quarterly, and is convertible into one share of common stock. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights.

In January 2016, the Company issued 1,562,500 shares of the Series A Preferred Stock to Lawrence and Loreen Calarco, former officers and directors of the Company.

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, sold all 1,562,500 preferred shares to MAAB, a non-affiliate of the Company. Cumulative undeclared Series A Preferred dividends were $15,000 at September 30, 2019.

On May 4, 2018, the Board of Directors of Astro Aerospace Ltd. authorized 10,000 shares of the Series B Convertible Preferred Stock (“Preferred”), par value $0.001 per share. The Preferred is entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred is convertible into 1,333 shares of common stock and a five year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share. On May 8, 2018, the Company issued all of the 10,000 authorized Series B Preferred shares in the acquisition of certain assets from Confida Aerospace Ltd.

23

ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13 – CONVERTIBLE PREFERRED STOCK (Continued)

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis.

NOTE 14 - WARRANTS

As part of the 8% Senior Secured Convertible Promissory Note issuance, the Company issued warrants in the first tranche to acquire up to an aggregate 344,029 shares of the Company’s common stock at an exercise price of $0.51 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on November 21, 2018, date of issuance, $0.57, strike price $0.51, time to expiration, five years, five year Treasury constant maturity rate, 2.33%, volatility 253% and no dividend yield. The result was a fair value of $0.5676 per warrant or $195,271 in aggregate. This fair value was reduced with the relative fair value method when including the beneficial conversion feature of the convertible note (See Note 9, “8% Senior Secured Convertible Promissory Note”) to $171,121. The warrant relative fair value was added to additional paid in capital – common stock.

In the second tranche, the Company issued warrants to acquire up to an aggregate 421,656 shares of the Company’s common stock at an exercise price of $0.40 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on February 12, 2019, date of issuance, $0.33, strike price $0.40, time to expiration, five years, five year Treasury constant maturity rate, 2.34%, volatility 173% and no dividend yield. The result was a fair value of $0.35 per warrant or $147,580 in aggregate. This fair value was reduced with the relative fair value method when including the beneficial conversion feature of the convertible note (See Note 9, “8% Senior Secured Convertible Promissory Note”) to $121,320. The warrant relative fair value was added to additional paid in capital – common stock. A summary of the subsequent warrant activity is as follows:

	Warrants outstanding		Exercise price per share			Price per Share on Date of Issuance
Balance, December 31, 2017		-		-			-
Granted – Confida Acquisition (May 8, 2018)		13,330,000		$0.75	$		1.00
Convertible Promissory Note (Nov. 21, 2018)		344,029		0.51			0.57
Expired		-		-			-
Balance, December 31, 2018		13,674,029		0.51 – 0.75			0.57 – 1.00
Granted – Convertible Promissory Note		421,656		0.40			0.33
Expired		-		-			-
Balance – September 30, 2019		14,095,685		0.40 – 0.75			0.33 – 1.00

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ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same Investor who provided the funding with the 8% Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission and subject to certain limitations and conditions set forth in the Equity Purchase Agreement.

Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put notice. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement.

On August 26, 2019, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company committed to issue 600,000 Commitment Shares (as defined in the Equity Purchase Agreement) to the Investor.  These shares are initially being issued pursuant to the Section 4(a)(2) exemption and will be registered pursuant to the Registration Rights Agreement. Subsequent to the Agreement and prior to the issuance of the Commitment Shares, the Company renegotiated the payment to 300,000 shares of common stock. The fair value of the Commitment Shares as of August 26, 2019 was $48,300. Another 300,000 shares of common stock are to be issued once the Company has drawn greater than $2,500,000 pursuant to this agreement.  This is recorded as a deferred offering cost and is being amortized over the life of the agreement, which is three years. For the three and nine months ended September 30, 2019, $2,316 has been amortized into expense.

As of September 30, 2019, the Company has not issued any stock under the Equity Purchase Agreement.

The Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by November 25, 2019; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event, within 120 days after the execution date of the definitive agreements).

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ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 16 – 2014 STOCK AWARDS PLAN

In November 2014, the board of directors of Custom Pool approved the adoptions of a Stock Awards Plan. A total of 7,000,000 shares was authorized to be issued under the plan. For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Company’s common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan.

On March 14, 2018, the Company cancelled all 3,250,000 outstanding stock options under the 2014 Stock Awards Plan, with 1,500,000 of the stock options exchanged for two 10% Convertible Promissory Notes with a six month maturity (see Note 11, “Convertible Promissory Notes”). Consequently, there are 7,000,000 shares available for issuance at September 30, 2019.

The Company has not issued any new stock options since the cancellation of the outstanding stock options in 2018.

A summary of the stock option activity over the nine months ended September 30, 2019 and 2018 is as follows:

	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at Dec. 31, 2017	3,250,000	$  0.0367	3.3 Years	$ 56,125
Options Cancelled	(3,250,000)	-	-	-
Outstanding at September 30, 2018	-	-	-	-
Exercisable at September 30, 2018	-	-	-	-
Outstanding at December 31, 2018	-	-	-	-
Outstanding at September 30, 2019	-	-	-	-

The Company expensed $22,857 of stock option compensation for the nine months ended September 30, 2018.

NOTE 17 - SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the Company must file a Form 4 reporting the acquisition or disposition of Company’s equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply.  Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year.  Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder.  Mr. Bruce Bent, the Company’s Chief Executive Officer, is currently up to date in meeting these requirements and has notified the Company that he is now compliant.  On August 30, 2019, pursuant to Section 16(a), Mr. Bent disgorged short swing profits of $178,394 to the Company, which was recorded as miscellaneous income and a reduction of the debt owed to MAAB, the parent of the Company.

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ASTRO AEROSPACE LTD. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 18 – COMMITMENTS AND CONTINGENCIES

The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation.

NOTE 19 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the condensed consolidated balance sheet date through November 20, 2019 (the condensed consolidated financial statement issuance date) and noted the following disclosures:

The Company issued 300,000 shares of common stock on October 30, 2019 in satisfaction of the commitment fee for the Equity Purchase Agreement (See Note 15, “Equity Purchase Agreement and Registration Rights Agreement”).

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Corporate Events

Sale of Common Stock of Majority Stockholders

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, majority stockholders controlled by Lawrence and Loreen Calarco, sold 51,711,571 common shares and 1,562,500 preferred shares to MAAB Global Limited (“MAAB”), a non-affiliate of the Company, paid from Bruce Bent, officer and director of MAAB’s personal funds resulting in a change of control of the Company.  The stock was transferred to MAAB effective March 14, 2018.  The 51,711,571 common shares and 1,562,500 preferred shares represented 62.35% and 100% of the then issued and outstanding common and preferred stock of the Company, respectively.

Resignation of Directors and Election of Directors

On March 14, 2018, Lawrence Calarco, Loreen Calarco and Charles Dargan II resigned as officers and directors of the Company.  Additionally, on March 14, 2018, Jeffrey Michel and Randy Sofferman resigned as directors of the Company.

On March 14, 2018, Bruce Bent, age 62, was appointed as Chief Executive Officer and Director of the Company.  He will stand for re-election at the next annual meeting of the shareholders.  There are no material arrangements to which Mr. Bent is a party, and there is no family relationship between him and any other party connected to the Company.

Sale of Custom Pool and Spa Mechanics, Inc. and Custom Pool Plastering, Inc.

On April 30, 2018, pursuant to a Share Exchange Agreement dated April 16, 2018, the Company exchanged all of the issued and outstanding common shares of Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering, its wholly owned subsidiaries, for 13,668,900 common shares of the Company held by the Lawrence & Loreen Calarco Family Trust, an entity controlled by Lawrence & Loreen Calarco, former officers and directors of the Company. The Board of Directors subsequently authorized the cancellation of those common shares.  After said cancellation, the total issued and outstanding common shares was 69,270,060.  The Share Exchange Agreement was approved by the Board of Directors and written consent of shareholders holding 62.35% of the voting securities of the Company as of April 16, 2018.

Authorization of the Series B Convertible Preferred Stock

On May 4, 2018, the Board of the Company authorized 10,000 shares of the Series B Convertible Preferred Stock, par value $0.001 per share. The Preferred is entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred is convertible into 1,333 shares of common stock and a five-year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share.

Asset Purchase Agreement with Confida Aerospace Ltd.

On May 8, 2018, the Company entered into an Asset Purchase Agreement with Confida Aerospace Ltd. Pursuant to the Asset Purchase Agreement, the Company purchased in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. As consideration for the Asset Purchase Agreement, the Company issued Confida Aerospace Ltd., 10,000 of the registrant’s Series B preferred shares. Each preferred share is convertible into 1,333 common shares and 1,333 warrants.  Each warrant is exercisable into one of the Company’s common shares at an exercise price of $.75.  The warrants have an

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exercise period of five years upon conversion. Additionally, the Company assumed $25,000 of debts incurred by Confida Aerospace Ltd. related to drone development.

Current Operations – Astro Aerospace, Ltd.

Astro Aerospace Ltd. (“Astro” or the “Company) has acquired the software, firmware and hardware for Version 1.0 of a manned drone which has executed multiple flights. It is Astro’s goal to transform how people and things get from place to place. This will be done by making safe, affordable user-friendly autonomous manned and unmanned Electrical Vertical Take-Off and Landing (eVTOL) aircraft available to the mass market anywhere. Astro is currently working on Version 2.0 of the drone product which will feature design changes which enhance the top speed and length of time the drone can stay in the air and also adding additional safety features. The target market will be government, private sector operators and individuals for a wide range of commercial, logistical and personal uses.  Astro is currently in the flight testing mode of its Passenger Drone Version 1.0, as well as in the development stages of its version 2.0 Passenger Drone model.

The Company is working with Paterson Composites Inc., our design and manufacturing partner, who is leading the design and development team with responsibility for developing the team as well as building the new prototypes for the two new drone models. The Company applied for approval to test the Passenger Drone 1.0 version in Canada in order to display new software, avionics and stability. The Company received an SFOC (Special Flight Operations Certificate) from Transport Canada in September 2018, allowing Astro to take to the sky, and put the Passenger Drone 1.0 “Elroy” through critical elements of integrated flight testing.  The testing culminated on Wednesday, September 19, 2018 with a 4 minute and 30 second flight, reaching heights of over 60 feet and speeds of over 50 km/h. The avionics and flight control systems were put to task with a multitude of maneuvers and the vehicle remained exceptionally stable, even under the effects of a couple of unexpected wind gusts.

Astro's newest prototype focuses on a multitude of applications including passenger transport, cargo delivery, ambulance and med-evac services, rescue and disaster assistance, military, and B2B. It's newly designed modular structure allows the Astro Top Frame to fly independently, as well as in combination with the individually designed "Astro Pods" for the specific need in that specific industry. A fly-in and pick-up system will allow the vehicle to connect, fly, disconnect and repeat, effectively and efficiently, changing from one application to the next. We refer to it as the Swiss Army Knife of the VTOL world.  Along with recent Avionics and Control system upgrades this modularity opens the door to the ever growing opportunities that (eVTOLS) electric take-off and landing short haul vehicles bring.  

Astro anticipates the new prototype to be completed and flying by the end of the first quarter, 2020. We have completed the engineering and firmware for the prototype and are now beginning work on the body for the new prototype.

Overview – Discontinued Operation, Custom Pool

The Company’s discontinued operation, Custom Pool, historically was a full-service pool maintenance, resurfacing and repair company whose main service area is the Martin, Palm Beach, St. Lucie, Indian River and Brevard counties of Florida.  The Company earned revenue by charging service fees in the pool service business and by payments under contracts in the pool resurfacing business.  The Company managed its operating margins of the businesses by controlling personnel costs, chemical and material purchases and other service costs such as motor vehicle and insurance costs.  Personnel were critical to the business since customers choose those companies who have the most experience and perform the service in a timely and professional manner.

Custom Pool competed in its markets on the basis of price and the quality of the service.  There are many pool service companies in the market and throughout Florida.  However, this also presented an opportunity for the Company since many of its competitors are smaller and lack the infrastructure and depth of the Company.  This allowed the Company to compete through offering a larger range of services with a lower

29

cost structure and to pursue growth opportunities either through internal growth or through opportunistic acquisitions.

Plan of Operations

Management will expand the business through further investment of capital provided by the controlling shareholder and through additional capital raises from third party investors. The Company raised an additional $1.2 million of cash in November 2018 through the issuance of a Senior Secured Convertible Promissory Note in the principal amount of $1,383,636. The first tranche of $600,000 was received in November 2018 and the second tranche of $600,000 was received in February 2019.

On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same investor who provided the Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1. The maximum amount that the Company shall be entitled to put to the investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put.

The Company will continue to keep expenses as low as possible with closely monitoring working capital, development cost and schedule, while the Company continues the development of Passenger Drone Version 1.0 and 2.0.

Results of Operations

The Three Months Ended September 30, 2019 compared to The Three Months Ended September 30, 2018

For the three months ended September 30, 2019, the Company did not have any revenue. It is developing an eVTOL aircraft and expects that it will be marketing the aircraft sometime in 2020. Astro did incur $238,793 in operating expenses, which the majority of the expenses was from $66,253 in general and administrative expenses and $106,147 in research and development. There was also $92,374 in sales and marketing. Other expenses were $98,575 and consisted mainly of banking and filing fees and interest expense. Other expense was offset by $176,474 in miscellaneous income, of which the substantial majority came from the disgorgement of short swing profits of $178,394 under Section 16(a) of the Securities and Exchange Act of 1934 (offset by $1,920 of miscellaneous expense). The Company expects to incur operating losses until the eVTOL aircraft is marketable and has passed government and safety regulations.

For the three months ended September 30, 2018, the Company did not have any revenue Astro did incur $221,807 in operating expenses, similar to the same period in 2019. The majority of the expenses was from $156,996 in research and development expenses from the design and engineering of the eVTOL aircraft . The Company also $80,553 in general and administrative expense and $9,258 in sales and marketing. There was a slight offset of $25,000 in a reduction of the impairment expense. Other expenses were $22,780 and consist of banking and filing fees and interest expense.

Net Loss

The Company had a net loss of $168,466 in the three months ended September 30, 2019 versus a net loss of $244,587 in the three months ended September 30, 2018, largely comprised of the eVTOL aircraft operations. The reduction in the loss between 2019 and 2018 is largely due to the short swing profit disgorgement of $178,394 and a reduction of research and development spending. This was offset somewhat by the increase in interest expense from the $1,383,636 principal amount of the 8% Senior Secured Convertible Promissory Note issued on November 21, 2018. There was also an undeclared preferred dividend of $2,500, in both the 2019 and 2018 periods, which made the net loss available to common stockholders of $170,966 in 2019 and $247,087 in 2018.

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Astro also had a foreign currency translation gain of $17,180 from the difference in the Canadian dollar and U.S. dollar exchange rates, which produced a comprehensive loss of $151,286 in the three months ended September 30, 2019. In the comparable 2018 period, Astro had a foreign currency translation loss of $716 which produced a comprehensive loss of $245,303.

The Nine Months Ended September 30, 2019 compared to The Nine Months Ended September 30, 2018

For the nine months ended September 30, 2019, the Company did not have any revenue. It is developing an eVTOL aircraft and expects that it will be marketing the aircraft sometime in 2020. Astro did incur $842,485 in operating expenses, which the majority of the expenses was from $223,253 in sales and marketing and $426,422 in research and development. There was also $192,810 in general and administrative expenses. Other expenses were $1,111,807 and consisting mainly of banking and filing fees and interest expense. The interest expense of $1,102,582 includes $1,020,043 of amortization of the debt discount. Other expense was offset by $178,394 in miscellaneous income, all of which came from the disgorgement of short swing profits  under Section 16(a) of the Securities and Exchange Act of 1934.The Company expects to incur operating losses until the eVTOL aircraft is marketable and has passed government and safety regulations.

For the nine months ended September 30, 2018, the Company did not have any revenue. Astro did incur $6,832,442 in operating expenses, which the majority of the expenses was from an impairment of the assets acquired from Confida Aerospace of $6,285,214. The Company also incurred $427,816 in research and development expenses from the design and engineering of the eVTOL aircraft. There was $119,412 in sales and marketing and general and administrative expenses. Other expenses were $27,974 and consist of banking and filing fees and interest expense.

Discontinued Operations

The discontinued operations of Custom Pool are not comparable in the nine months ended September 30, 2019 and 2018 since Custom Pool was sold on April 30, 2018 and therefore only had operations in the 2018 period. Custom Pool had a pre-tax income of $178,300 on revenue of $1,786,911 during the nine months ended September 30, 2018.  The pre-tax income is a result of revenue at the resurfacing business having rebounded from a poor fourth quarter in 2017. This also improved the operating margin. Some of the improvement was offset in general and administrative expenses due to higher compensation and more employees hired in the office. Additionally, this created a higher allocation of employee expenses, such as health and workers compensation insurance.

Net Loss

The Company had a net loss of $1,775,898 in the nine months ended September 30, 2019 versus a net loss of $6,719,483 in the nine months ended September 30, 2018, largely comprised of the eVTOL aircraft operations. The reduction in the loss between 2019 and 2018 is largely due to the impairment expense of $6,285,214 incurred in 2018. The reduction is also due to the short swing profit disgorgement of $178,394 in the 2019 period. This was offset somewhat by the increase in interest expense from the $1,383,636 principal amount of the 8% Senior Secured Convertible Promissory Note issued on November 21, 2018. There was also an undeclared preferred dividend of $7,500, in both the 2019 and 2018 periods, which made the net loss available to common stockholders of $1,783,398 in 2019 and $6,726,983 in 2018.

Astro also had a foreign currency translation loss of $10,014 from the difference in the Canadian dollar and U.S. dollar exchange rates, which produced a comprehensive loss of $1,785,912 in the nine months ended September 30, 2019. In the comparable 2018 period, Astro had a foreign currency translation loss of $716 which produced a comprehensive loss of $6,720,199.

Capital Resources and Liquidity

The Company currently is not profitable and must finance its business through raising additional capital. The Company is financed through its parent, MAAB, which has loaned the Company $630,430 and there is

31

$119,570 available under the terms of the note at June 30, 2019. The Company also raised an additional $1.2 million of cash in November 2018 through the issuance of a Senior Secured Convertible Promissory Note in the principal amount of $1,383,636. The first tranche of $600,000 was received in November 2018 and the second tranche of $600,000 was received in February 2019.

On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same investor who provided the Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1. The maximum amount that the Company shall be entitled to put to the investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put.

Further capital support will come from the parent, and additional capital from third party sources. There is no assurance that the third party capital will be available. In the event that additional capital from the private or public markets is not available, the Company will need to reduce its spending on development and operations to the level of the capital that is available from the parent.

The Company has prepared its condensed consolidated financial statements for the three and nine months ended September 30, 2019 on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the condensed consolidated financial statements, for the nine months ended September 30, 2019 the Company had a net loss of $1,775,898  and used $682,951 in cash in operations, and at September 30, 2019, had negative working capital of $715,312, current assets of $57,781, and an accumulated deficit of $9,787,700. The foregoing factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating the Company’s technologies. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

While the Company has Net Operating Loss (“NOL”) for tax purposes due to the net loss from the year ended December 31, 2018 and the continuing net loss in the nine months ended September 30, 2019, the Company has taken a 100% income tax valuation allowance against it resulting in no deferred tax asset. At this time it is not known if the Company will become profitable with the ability to use the NOL.

The Company expects to spend $1,000,000 in the next six months and then another $1,000,000 in the subsequent six months on the development of the eVTOL aircraft.

In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value. The Series A Preferred has an 8% dividend paid quarterly, and is convertible into one share of common stock. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights.

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, sold all 1,562,500 preferred shares to MAAB, a non-affiliate of the Company.

On March 14, 2018, 1,500,000 stock options were cancelled and two 10% Convertible Promissory Notes (“Notes”) with a six month maturity were issued to the former option holders. The principal amount was $25,000 each and there was no prepayment penalty. The Notes were convertible into the Company’s common stock based upon the average of the previous ten trading days’ closing price of the stock, at the maturity date of the Notes. Upon conversion of the notes, Bruce Bent or MAAB had the option to purchase the common stock issued at a 5% discount to the average closing price of the stock over the previous 10 trading days. The option to purchase expired ten days after the issuance of the common stock.

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On September 18, 2018, at the maturity of the Notes, the entire outstanding balance was converted into 38,886 shares of common stock of the Company, which included $2,534 of accrued interest. The Company issued the shares of common stock on October 22, 2018

On May 4, 2018, the Board of Directors of the Company authorized 10,000 shares of the Series B Convertible Preferred Stock, par value $0.001 per share. The Preferred is entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred is convertible into 1,333 shares of common stock and a five year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share. On May 8, 2018, the Company issued all of the 10,000 authorized Series B Preferred shares in the acquisition of certain assets from Confida Aerospace Ltd.

On March 14, 2018, MAAB Global Limited, the parent of Astro, issued a Promissory Note for monetary advances to the Company of up to $750,000. The Promissory Note matures on February 28, 2021. The Promissory Note has an interest rate of 10%, compounded monthly.

Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. The principal amount advanced under the Promissory Note is $630,430 through September 30, 2019. The Company has accrued interest expense of $72,764 at September 30, 2019.

On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. The first tranche principal of $701,818 was issued, with an  Original Issue Discount (“OID”) of $81,818, a $20,000 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $600,000. The second tranche was issued on February 12, 2019 in the principal amount of $681,818, with an OID of $81,818 and the Company received proceeds of $600,000. Each tranche matures 6 months after the issue date, the first tranche matured on May 21, 2019 and the second tranche matured on August 12, 2019 (See Note 10, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Note”).

The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date.  The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice.  Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of October 30, 2019, 96,164,018 available to be issued.

As additional consideration for the investment, the Company issued 156,250 shares of its common stock to the Investor, valued at $89,531 at the date of issuance, plus warrants to acquire up to an aggregate 344,029 shares of the Company’s common stock at an exercise price of $0.51 per share. Upon the closing of the second tranche in February 2019, the Company issued additional warrants to acquire up to an aggregate 421,656 shares of the Company’s common stock at an exercise price of $0.40 per share. Each Warrant is exercisable by the Investor beginning on the Effective Date through the fifth year anniversary thereof.  

The Note has a beneficial conversion feature for both tranches, which were valued, along with the warrants, on a relative fair value method. In the first tranche, the warrant fair value was $171,121 and the beneficial conversion feature fair value was $523,326 for a total debt discount of $694,447. However, adding the OID and the inducement shares to the debt discount, made final total debt discount $865,796, larger than the principal amount of the Note. Consequently, $163,978 of the debt discount was expensed. Additionally,

33

$108,886 of the debt discount was amortized to interest expense for the year ended December 31, 2018, with an additional $504,910 amortized to interest in the nine months ended September 30, 2019, bringing the debt discount to $88,022 at September 30, 2019.

In the second tranche, the warrant fair value was $121,320 and the beneficial conversion feature fair value was $403,689 for a debt discount of $525,009. Including the $81,818 of OID, the total debt discount is $606,827. In the nine months ended September 30, 2019, $498,402 of the debt discount was amortized into interest expense, bringing the debt discount to $108,425 at September 30, 2019.

On February 22, 2019, the Investor converted $55,387 in principal amount of the Notes into 215,054 shares of the Company’s common stock. Likewise, on March 19, 2019, the Investor converted $38,633 in principal amount of the Note into 150,000 shares of the Company’s common stock. However, the conversion share calculation was incorrect for the March 19, 2019 conversion of the $38,633 in principal amount of the Note and was 26,712 shares less than what it should have been. These shares were added to a subsequent conversion in April 2019.

In the second quarter ended June 30, 2019, the Investor converted $449,397 in principal amount of the Note into 1,830,373 shares of the Company’s common stock.

In the third quarter ended September 30, 2019 the Investor converted $93,830 in principal amount of the Note into 750,000 shares of the Company’s common stock. The Company has accrued interest on the Note of $63,440 through September 30, 2019.

On May 21, 2019, six months after the issuance of the first tranche of the 8% Senior Secured Convertible Promissory Note, the Note matured with $307,798 in principal outstanding and approximately $24,118 in accrued interest. The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest.  

The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019.

The Company and the Investor promptly began negotiations on a Forbearance Agreement and both parties have continued to account for the Note as if it was not in default. On September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020.  2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate.  3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%.

The Company’s outstanding principal amount of the Note, after conversions, and the accrued interest as of the Forbearance Agreement date of September 11, 2019, was $805,649. The Forbearance Agreement for the outstanding principal amount and accrued interest of $1,062,784 produces a forbearance penalty of $257,135. This amount increased both the principal balance of the Note and increased the debt discount by the same amount. The $257,135 penalty is being amortized over the new maturity of the Note, June 30, 2020, and resulted in a $16,731 amortization expense in the three and nine months periods ended September 30, 2019. The outstanding principal amount of the Note is $1,003,524 at September 30, 2019.

For the Nine Months Ended September 30, 2019 compared to the Nine Months Ended September 30, 2018.  

34

For the nine months ended September 30, 2019, the Company had a net loss of $1,775,898. The Company had the following adjustments to reconcile net loss to cash flows from operating activities: an increase of $1,020,043 due to the amortization of the Senior Secured Convertible Promissory Note discounts and an increase of $2,316 due to the amortization of deferred offering costs.

The Company had the following changes in operating assets and liabilities: an increase of $23,346 in other receivables, a decrease of $18,567 in prepaid expenses, a decrease of $11,199 in deposits, an increase of $48,300 in deferred offering costs and an increase of $112,468 in accounts payable and accrued expenses.

As a result, the Company had net cash used in operating activities of $682,951 for the nine months ended September 30, 2019 which is largely due to the continued development of the eVTOL aircraft.

For the nine months ended September 30, 2018, we had a net loss of $6,719,483. We had the following adjustments to reconcile net loss to cash flows from operating activities: an increase of $6,285,214 due to an impairment expense and an increase of $2,534 due to interest paid in common stock.

We had the following changes in operating assets and liabilities: an increase of $19,277 in other receivables, an increase of $10,000 in prepaid expenses, an increase of $20,494 in deposits, an increase of $3,833 in overdrafts at the bank, and increase of $123,065 in accounts payable and accrued expenses, and a decrease of $358,355 from the discontinued operations.

As a result, we had net cash used in operating activities of $712,963 for the nine months ended September 30, 2018 which is largely due to the continued development of the eVTOL aircraft.

For the nine months ended September 30, 2019, the Company borrowed $38,991 on the Promissory Note from MAAB and received $600,000 from the issuance of a second tranche of the Senior Secured Convertible Promissory Note. As a result, the Company had net cash provided by financing activities of $638,991 for the nine months ended September 30, 2019.

For the nine months ended September 30, 2018, we accrued a preferred stock dividend of $2,500, and received $498,758 from a Promissory Note from MAAB. As a result, we had net cash provided by financing activities of $496,258 for the nine months ended September 30, 2018.

For the nine months ended September 30, 2019, the Company had loss on the net change in the foreign currency translation of $10,014. For the nine months ended September 30, 2018, the Company had loss on the net change in the foreign currency translation of $716.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the Company must file a Form 4 reporting the acquisition or disposition of Company’s equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply.  Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year.  Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder.  Mr. Bruce Bent, the Company’s Chief Executive Officer, is currently up to date in meeting these requirements and has notified the Company that he is now compliant.  On August 30, 2019, pursuant to Section 16(a), Mr. Bent disgorged short swing profits of $178,394 to the Company.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of its Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported

35

amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  On an on- going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies.  We believe our estimates and assumptions to be reasonable under the circumstances.  However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern.  If we are unable to continue as a going concern, we would experience additional losses from the write-down of assets.

Recent Accounting Pronouncements

See Note 6 to the Condensed Consolidated Financial Statements, “Recent Accounting Pronouncements”, for the applicable accounting pronouncements affecting the Company.

Off - Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of September 30, 2019.

Contractual Obligations

The registrant has no material contractual obligations

The long term debt repayments are as follows:

	2019	2020	2021	2022	2023	Thereafter	Total
Promissory Note - MAAB	-	-	$630,430	-	-	-	$630,430
8% Senior Secured Convertible Promissory Note	-	$1,003,524	-	-	-	-	$1,003,524
Total Repayments	-	$1,003,524	$630,430	$   -	-	$     -	$1,633,954

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

Item 4.  Controls and Procedures

During period since the change in control of the Company on March 14, 2018, the Company has undergone operational and management changes, specifically with the sale of the discontinued operations and the acquisition of the new eVTOL aircraft in-process research and development and trademarks. In light of these changes management has assessed its internal controls and procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (who are the same person), of the effectiveness of our disclosure, controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2019.

A material weakness can be defined as an insufficiency of internal controls that may result in a more than remote likelihood that a material misstatement will not be prevented, detected or corrected in a company’s financial statements.

Based upon that evaluation, our Chief Executive Officer /Chief Financial Officer concluded that as of September 30, 2019, our disclosures and controls and procedures were not effective, based on the following deficiencies:

36

Weaknesses in Accounting and Finance Personnel: We have a small accounting staff and we do not have the robust employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing financial statements.

We do not have written accounting policies and control procedures, and do not have sufficient staff to implement the related controls. Management had determined that this lack of written accounting policies and control procedures and the lack of the implantation of segregation of duties, represents a material weakness in our internal controls.

Internal control has as its core a basic tenant of segregation of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes various asset control and recording duties and functions to different employees. This lack of segregation of duties had been evaluated by management and has been deemed to be a material control deficiency.

37

PART II – OTHER INFORMATION

Item 1.   Legal Proceedings

None

Item 1A.  Risk Factors  

Not applicable for smaller reporting companies

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.   Defaults Upon Senior Securities.

None

Item 4.   Mine Safety Disclosures

Not Applicable

Item 5.   Other Information

None

Item 6.   Exhibits

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**   XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**.  XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 20, 2019

ASTRO AEROSPACE LTD.

By:  /s/Bruce Bent

Bruce Bent

Chief Executive Officer

Chief Financial Officer

39

EX-31

302 CERTIFICATION

I, Bruce Bent, certify that:

         1. I have reviewed this quarterly report on Form 10-Q of Astro Aerospace Ltd.;

         2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

         4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

      a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

      b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report, our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

      d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

         5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

         b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: November 20, 2019

/s/Bruce Bent

Bruce Bent

Chief Executive Officer

Chief Financial Officer

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Astro Aerospace Ltd. (the "Company") on Form 10-Q for the three and nine months ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bruce Bent, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

            (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

            (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/Bruce Bent

Bruce Bent

Chief Executive Officer

Chief Financial Officer

November 20, 2019

XML

Concentrations Of Credit Risk

9 Months Ended

Sep. 30, 2019

Risks and Uncertainties [Abstract]

Concentrations of Credit Risk

NOTE 7 – CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash with high-credit quality financial institutions. At September 30, 2019 and December 31, 2018, the Company did not have any cash balances in excess of federally insured limits.

XML

Sale Of Custom Pool

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Sale Of Custom Pool

NOTE 3 – SALE OF CUSTOM POOL

On April 30, 2018, pursuant to a Share Exchange Agreement dated April 16, 2018, the Company sold all of the issued and outstanding common shares of Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering, its wholly owned subsidiaries, for 13,668,900 common shares of the Company held by the Lawrence & Loreen Calarco Family Trust, an entity controlled by Lawrence Calarco and Loreen Calarco, former officers and directors of the Company. The Board of Directors subsequently authorized the cancellation of those common shares. After said cancellation, the total issued and outstanding common shares is 69,270,060. The Share Exchange Agreement was approved by the Board of Directors and written consent of shareholders holding 62.35% of the voting securities of the Company as of April 16, 2018.

The Company determined that there would be no gain or loss on the sale in accordance with Accounting Standards Codification 505-30-10, “Equity – Nonreciprocal Transfers with Owners”. Essentially the transaction is similar to a spin-off or reorganization since the Company acquired shares of its own common stock for the common shares of Custom Pool & Spa Mechanics, Inc. and Custom Pool Plastering, its wholly owned subsidiaries. As such, the transaction is accounted for at the recorded (book value) amount. The book value of the net assets was $876,440.

Custom Pool is presented as a discontinued operation in the condensed consolidated financial statements. The following is a reconciliation of the major line items constituting income from discontinued operations, net that are presented in the accompanying condensed consolidated statements of operations:

	Nine Months Ended September 30,
	2019		2018
Major Classes of Line Items Constituting Pre-Tax Income on Discontinued Operations:
Revenue	$	—	$	1,786,911
Cost of Services		—		1,208,619
General and Administrative		—		338,877
Other Operating Expenses		—		51,370
Total Operating Expenses		—		1,598,866
Operating Income		—		188,045
Other Expense		—		9,745
Total Pre-Tax Loss from Discontinued Operations		—		178,300
Income Tax Expense		—		(37,367	)
Loss from Discontinued Operations, Net	$	—	$	140,933

XML

Convertible Promissory Notes

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Convertible Promissory Notes

NOTE 11 – CONVERTIBLE PROMISSORY NOTES

On March 14, 2018, 1,500,000 stock options were cancelled and two 10% Convertible Promissory Notes (“Notes”) with a six month maturity were issued to the former option holders. The principal amount was $25,000 each and there was no prepayment penalty. The Notes were convertible into the Company’s common stock based upon the average of the previous ten trading days’ closing price of the stock, at the maturity date of the Notes. Upon conversion of the notes, Bruce Bent or MAAB Global Limited had the option to purchase the common stock issued at a 5% discount to the average closing price of the stock over the previous 10 trading days. The option to purchase expired ten days after the issuance of the common stock. The option was not exercised.

On September 18, 2018, at the maturity of the Notes, the entire outstanding balance was converted into 38,886 shares of common stock of the Company, which included $2,534 of accrued interest. The Company issued the shares of common stock on October 22, 2018.

XML

Sale Of Custom Pool (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Major Classes of Line Items Constituting Pre-Tax Income on Discontinued Operations:
Total Pre-Tax Loss from Discontinued Operations		$ 178,300
Income Tax Expense		37,367
Loss from Discontinued Operations, Net		140,933
Discontinued Operations, Disposed of by Sale [Member]
Major Classes of Line Items Constituting Pre-Tax Income on Discontinued Operations:
Revenue		1,786,911
Cost of Services		1,208,619
General and Administrative		338,877
Other Operating Expenses		51,370
Total Operating Expenses		1,598,866
Operating Income		188,045
Other Expense		9,745
Total Pre-Tax Loss from Discontinued Operations		178,300
Income Tax Expense		(37,367)
Loss from Discontinued Operations, Net		$ 140,933

XML

2014 Stock Award Plan (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Number of Options
Outstanding -beginning of period		3,250,000
Options Cancelled		3,250,000
Outstanding - end of period
Exercisable at the end of the period
Weighted Average Exercise Price
Outstanding -beginning of period		$ 0.0367
Options Cancelled
Outstanding - end of period
Excercisable at the end of the period
Weighted-Average Remaining Contractual Term (years)
Outstanding - beginning of period		3 years 3 months 18 days
Aggregate Intrinsic Value
Outstanding - beginning of period		$ 56,125

XML

Condensed Consolidated Statement Of Stockholders' Equity (Deficit) - USD ($)	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital Series A Preferred Stock [Member]	Additional Paid - In Capital Series B Preferred Stock [Member]	Additional Paid - In Capital Common Stock [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings (Accumulated Deficit) [Member]	Total
Balance preferred stock, shares at Dec. 31, 2017	1,562,500
Balance common stock, shares at Dec. 31, 2017			82,938,960
Balance, value at Dec. 31, 2017	$ 156		$ 82,939	$ 124,844		$ 229,744		$ 277,467	$ 715,150
Issuance of 10% Convertible Promissory Notes (Unaudited)						(50,000)			(50,000)
Preferred Stock Dividend (Unaudited)								2,500	2,500
Stock Option Expense (Unaudited)						2,283			2,283
Net Loss (Unaudited)								178,820	178,820
Balance preferred stock , shares at Mar. 31, 2018	1,562,500
Balance common stock, shares at Mar. 31, 2018			82,938,960
Balance, value at Mar. 31, 2018	$ 156		$ 82,939	124,844		182,027		453,787	843,753
Balance preferred stock, shares at Dec. 31, 2017	1,562,500
Balance common stock, shares at Dec. 31, 2017			82,938,960
Balance, value at Dec. 31, 2017	$ 156		$ 82,939	124,844		229,744		277,467	715,150
Preferred Stock Dividend (Unaudited)									7,500
Conversion into Common Stock of the 10% Convertible Promissory Notes with Accrued Interest (Unaudited)									52,534
Foreign Currency Translation Gain (Loss) (Unaudited)									716
Net Loss (Unaudited)									(6,719,483)
Balance preferred stock , shares at Sep. 30, 2018	1,562,500	10,000
Balance common stock, shares at Sep. 30, 2018			69,270,060
Balance, value at Sep. 30, 2018	$ 156	$ 10	$ 69,270	124,844	7,156,204	52,534	(716)	(7,104,687)	297,615
Balance preferred stock, shares at Mar. 31, 2018	1,562,500
Balance common stock, shares at Mar. 31, 2018			82,938,960
Balance, value at Mar. 31, 2018	$ 156		$ 82,939	124,844		182,027		453,787	843,753
Stock Option Expense (Unaudited)						20,574			20,574
Acquisition of Common Stock for Common Stock of Subsidiaries (unaudited), shares			(13,668,900)
Acquisition of Common Stock for Common Stock of Subsidiaries (unaudited), value			$ (13,669)			(202,601)		(660,171)	876,441
Issuance of Series B Convertible Preferred Stock (unaudited), shares		10,000
Issuance of Series B Convertible Preferred Stock (unaudited), value		$ 10			7,156,204				7,156,214
Foreign Currency Translation Gain (Loss) (Unaudited)
Net Loss (Unaudited)								(6,653,716)
Balance preferred stock , shares at Jun. 30, 2018	1,562,500	10,000
Balance common stock, shares at Jun. 30, 2018			69,270,060
Balance, value at Jun. 30, 2018	$ 156	$ 10	$ 69,270	124,844	7,156,204			(6,860,100)	490,384
Preferred Stock Dividend (Unaudited)									2,500
Conversion into Common Stock of the 10% Convertible Promissory Notes with Accrued Interest (Unaudited)						52,534			52,534
Foreign Currency Translation Gain (Loss) (Unaudited)							716		716
Net Loss (Unaudited)								(244,587)	(244,587)
Balance preferred stock , shares at Sep. 30, 2018	1,562,500	10,000
Balance common stock, shares at Sep. 30, 2018			69,270,060
Balance, value at Sep. 30, 2018	$ 156	$ 10	$ 69,270	124,844	7,156,204	52,534	(716)	(7,104,687)	$ 297,615
Balance preferred stock, shares at Dec. 31, 2018	1,562,500	10,000
Balance common stock, shares at Dec. 31, 2018			69,308,946						69,308,946
Balance, value at Dec. 31, 2018	$ 156	$ 10	$ 69,309	124,844	7,156,204	836,473	22,704	(8,011,802)	$ 197,898
Issuance of Inducement common shares (Unaudited), shares			156,250
Issuance of Inducement common shares (Unaudited), value			$ 156			(156)
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), shares			365,054
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), value			$ 365			93,655			94,020
Fair Value of Warrants Issued with 8% Senior Secured Convertible Promissory Note - 2nd Tranche (Unaudited)						121,320			121,320
Fair Value of Beneficial Conversion Feature of the 8% Senior Secured Convertible Promissory Note - 2nd Tranche (Unaudited)						403,689			403,689
Foreign Currency Translation Gain (Loss) (Unaudited)							665		665
Net Loss (Unaudited)								(696,623)	(696,623)
Balance preferred stock , shares at Mar. 31, 2019	1,562,500	10,000
Balance common stock, shares at Mar. 31, 2019			69,830,250
Balance, value at Mar. 31, 2019	$ 156	$ 10	$ 69,830	124,844	7,156,204	1,454,981	23,369	(8,708,425)	$ 120,969
Balance preferred stock, shares at Dec. 31, 2018	1,562,500	10,000
Balance common stock, shares at Dec. 31, 2018			69,308,946						69,308,946
Balance, value at Dec. 31, 2018	$ 156	$ 10	$ 69,309	124,844	7,156,204	836,473	22,704	(8,011,802)	$ 197,898
Preferred Stock Dividend (Unaudited)									7,500
Conversion into Common Stock of the 10% Convertible Promissory Notes with Accrued Interest (Unaudited)
Foreign Currency Translation Gain (Loss) (Unaudited)									10,014
Net Loss (Unaudited)									$ (1,775,898)
Balance preferred stock , shares at Sep. 30, 2019	1,562,500	10,000
Balance common stock, shares at Sep. 30, 2019			72,410,623						72,410,623
Balance, value at Sep. 30, 2019	$ 156	$ 10	$ 72,411	124,844	7,156,204	1,995,627	12,690	(9,787,700)	$ (425,758)
Balance preferred stock, shares at Mar. 31, 2019	1,562,500	10,000
Balance common stock, shares at Mar. 31, 2019			69,830,250
Balance, value at Mar. 31, 2019	$ 156	$ 10	$ 69,830	124,844	7,156,204	1,454,981	23,369	(8,708,425)	120,969
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), shares			1,830,373
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), value			$ 1,831			447,566			449,397
Foreign Currency Translation Gain (Loss) (Unaudited)							27,859		27,859
Net Loss (Unaudited)								(910,809)
Balance preferred stock , shares at Jun. 30, 2019	1,562,500	10,000
Balance common stock, shares at Jun. 30, 2019			71,660,623
Balance, value at Jun. 30, 2019	$ 156	$ 10	$ 71,661	124,844	7,156,204	1,902,547	(4,490)	(9,619,234)	(368,302)
Preferred Stock Dividend (Unaudited)									2,500
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), shares			750,000
Partial Conversion of 8% Senior Secured Convertible Promissory Notes (Unaudited), value			$ 750			93,080			93,830
Foreign Currency Translation Gain (Loss) (Unaudited)							(17,180)		(17,180)
Net Loss (Unaudited)								(168,466)	$ (168,466)
Balance preferred stock , shares at Sep. 30, 2019	1,562,500	10,000
Balance common stock, shares at Sep. 30, 2019			72,410,623						72,410,623
Balance, value at Sep. 30, 2019	$ 156	$ 10	$ 72,411	$ 124,844	$ 7,156,204	$ 1,995,627	$ 12,690	$ (9,787,700)	$ (425,758)

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Assets
Cash	$ 1,155	$ 55,129
Other Receivables	56,003	32,657
Prepaids	623	19,190
Total Current Assets	57,781	106,976
Acquired In-Process Research and Development	871,000	871,000
Deposits	3,000	14,199
Deferred Offering Costs, Net	45,984
Total Assets	977,765	992,175
Current Liabilities
Accounts Payable and Accrued Liabilities	206,420	93,952
8% Senior Secured Convertible Promissory Note, net of discounts of $436,851 at September 30, 2019 and $592,932 at December 31, 2018	566,673	108,886
Total Current Liabilities	773,093	202,838
Long Term Liabilities
Promissory Note from MAAB	630,430	591,439
Total Liabilities	1,403,523	794,277
Stockholders' (Deficit) Equity
Series A Convertible Preferred Stock, $0.0001 par value, 50,000,000 Shares Authorized, 1,562,500 shares Issued and Outstanding at September 30, 2019 and December 31, 2018;Series B Convertible Preferred Stock, $0.001 par value, 10,000 Shares Authorized, 10,000 Shares Issued and Outstanding at September 30, 2019 and December 31, 2018	166	166
Common Stock, $0.001 par value, 250,000,000 Shares Authorized, 72,410,623 and 69,308,946 shares Issued and Outstanding at September 30, 2019 and December 31, 2018	72,411	69,309
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock	9,276,675	8,117,521
Accumulated Other Comprehensive Income	12,690	22,704
Accumulated Deficit	(9,787,700)	(8,011,802)
Total Stockholders' (Deficit) Equity	(425,758)	197,898
Total Liabilities and Stockholders' (Deficit) Equity	977,765	992,175
Additional Paid-In Capital Series A Preferred Stock [Member]
Stockholders' (Deficit) Equity
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock	124,844	124,844
Total Stockholders' (Deficit) Equity	124,844	124,844
Total Liabilities and Stockholders' (Deficit) Equity	124,844	124,844
Additional Paid - In Capital Series B Preferred Stock [Member]
Stockholders' (Deficit) Equity
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock	7,156,204	7,156,204
Total Stockholders' (Deficit) Equity	7,156,204	7,156,204
Total Liabilities and Stockholders' (Deficit) Equity	7,156,204	7,156,204
Additional Paid - In Capital Common Stock [Member]
Stockholders' (Deficit) Equity
Additional Paid-in Capital:Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock	1,995,627	836,473
Total Stockholders' (Deficit) Equity	1,995,627	836,473
Total Liabilities and Stockholders' (Deficit) Equity	1,995,627	836,473
Series A Convertible Preferred Stock [Member]
Stockholders' (Deficit) Equity
Series A Convertible Preferred Stock, $0.0001 par value, 50,000,000 Shares Authorized, 1,562,500 shares Issued and Outstanding at September 30, 2019 and December 31, 2018;Series B Convertible Preferred Stock, $0.001 par value, 10,000 Shares Authorized, 10,000 Shares Issued and Outstanding at September 30, 2019 and December 31, 2018	156	156
Total Stockholders' (Deficit) Equity	156	156
Total Liabilities and Stockholders' (Deficit) Equity	156	156
Series B Convertible Preferred Stock [Member]
Stockholders' (Deficit) Equity
Series A Convertible Preferred Stock, $0.0001 par value, 50,000,000 Shares Authorized, 1,562,500 shares Issued and Outstanding at September 30, 2019 and December 31, 2018;Series B Convertible Preferred Stock, $0.001 par value, 10,000 Shares Authorized, 10,000 Shares Issued and Outstanding at September 30, 2019 and December 31, 2018	10	10
Total Stockholders' (Deficit) Equity	10	10
Total Liabilities and Stockholders' (Deficit) Equity	$ 10	$ 10

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Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

NOTE 19 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the condensed consolidated balance sheet date through November 19, 2019 (the condensed consolidated financial statement issuance date) and noted the following disclosures:

The Company issued 300,000 shares of common stock on October 30, 2019 in satisfaction of the commitment fee for the Equity Purchase Agreement (See Note 15, “Equity Purchase Agreement and Registration Rights Agreement”).

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Equity Purchase Agreement And Registration Rights Agreements

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Equity Purchase Agreement and Registration Rights Agreements

NOTE 15 - EQUITY PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

On August 26, 2019, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement with the same Investor who provided the funding with the 8% Senior Secured Convertible Promissory Note. Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission and subject to certain limitations and conditions set forth in the Equity Purchase Agreement.

Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put notice. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement.

On August 26, 2019, in connection with its entry into the Equity Purchase Agreement and the Registration Rights Agreement, the Company committed to issue 600,000 Commitment Shares (as defined in the Equity Purchase Agreement) to the Investor. These shares are initially being issued pursuant to the Section 4(a)(2) exemption and will be registered pursuant to the Registration Rights Agreement. Subsequent to the Agreement and prior to the issuance of the Commitment Shares, the Company renegotiated the payment to 300,000 shares of common stock. The fair value of the Commitment Shares as of August 26, 2019 was $48,300. Another 300,000 shares of common stock are to be issued once the Company has drawn greater than $2,500,000 pursuant to this agreement. This is recorded as a deferred offering cost and is being amortized over the life of the agreement, which is three years. For the three and nine months ended September 30, 2019, $2,316 has been amortized into expense.

As of September 30, 2019, the Company has not issued any stock under the Equity Purchase Agreement.

The Registration Rights Agreement provides that the Company shall (i) file with the Commission the Registration Statement by November 25, 2019; and (ii) use its best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date (in any event, within 120 days after the execution date of the definitive agreements).

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Default And Forbearance On The 8% Senior Secured Convertible Promissory Note (Narrative) (Details) - USD ($)				3 Months Ended	9 Months Ended
	Sep. 11, 2019	May 21, 2019	Nov. 21, 2018	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Instrument [Line Items]
8% senior convertible promissory note				$ 566,673	$ 566,673		$ 108,886
Amortization of forbearance penalty					2,316
8% Senior Secured Convertible Promissory Note - First Tranche [Member]
Debt Instrument [Line Items]
8% senior convertible promissory note		$ 307,798
Accrued interest		$ 24,118
Debt default terms		The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest.
Debt instrument maturity date			May 21, 2019
8% Senior Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
8% senior convertible promissory note	$ 805,649			1,003,524	1,003,524
Accrued interest				63,440	63,440
Debt instrument description	The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%.	The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019.	On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement.
Debt instrument maturity date	Jun. 30, 2020
Debt instrument carrying amount	$ 1,062,784
Forbearance penalty	$ 257,135
Amortization of forbearance penalty				$ 16,731	$ 16,731

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Warrants (Narrative) (Details) - Warrant [Member] - USD ($)	Feb. 12, 2019	Nov. 21, 2018
8% Senior Secured Convertible Promissory Note - First Tranche [Member]
Fair value assumptions - warrants:
Fair value assumption methodology		Black scholes model
Stock price		$ 0.57
Strike price		$ 0.51
Time to expiration		5 years
Five year treasury constant maturity rate		2.33%
Volatility		253.00%
Dividend yield		0.00%
Fair value of each warrant		$ 0.5676
Fair value of warrant in aggregate		$ 195,271
8% Senior Secured Convertible Promissory Note - Second Tranche [Member]
Fair value assumptions - warrants:
Fair value assumption methodology	Black scholes model
Stock price	$ 0.33
Strike price	$ 0.40
Time to expiration	5 years
Five year treasury constant maturity rate	2.34%
Volatility	173.00%
Dividend yield	0.00%
Fair value of each warrant	$ 0.35
Fair value of warrant in aggregate	$ 147,580

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Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flow from Operating Activities:
Net Loss	$ (1,775,898)	$ (6,719,483)
Adjustments to Reconcile Net (Loss) to Net Cash (Used In) Operating Activities:
Impairment Expense		6,285,214
Interest Paid in Common Stock		2,534
Amortization of Note Discounts	1,020,043
Amortization of Deferred Offering Costs	2,316
(Decrease) Increase in Cash from change in:
Other Receivables	23,346	19,277
Prepaids	(18,567)	10,000
Deposits	11,199	(20,494)
Deferred Offering Costs	48,300
Overdraft at Banks		3,833
Accounts Payable and Accrued Expenses	112,468	123,065
Discontinued Operations, net		(358,355)
Net Cash Used In Operating Activities	(682,951)	(712,963)
Cash Flow from Financing Activities:
Preferred Stock Dividend		2,500
Promissory Note from MAAB	38,991	498,758
8% Senior Secured Convertible Promissory Note	600,000
Net Cash Provided By Financing Activities	638,991	496,258
Effect of Foreign Currency Translation Loss	(10,014)	(716)
Net Decrease in Cash	(53,974)	(217,421)
Cash at the Beginning of the Period	55,129	217,421
Cash at the End of the Period	1,155
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for: Interest	1,699	9,232
Cash Paid During the Period for: Taxes		24,930
Supplemental Disclosures of Non-Cash Information:
10% Convertible Promissory Notes Issued in Exchange for Stock Options		50,000
Common Stock Received in Sale of Discontinued Operations		876,440
Assets Sold in Discontinued Operations for Common Stock		1,941,259
Liabilities Sold in Discontinued Operations for Common Stock		(1,064,818)
Series B Preferred Stock Issued in Acquisition of Assets		7,156,214
Acquired In-Process Research and Development		7,181,214
Accounts Payable and Accrued Liabilities Assumed in Acquisition of Assets		25,000
Conversion into Common Stock of the 10% Convertible Promissory Notes with Accrued Interest		52,534
Conversion of 8% Senior Secured Convertible Promissory Notes into Common Stock	637,247
Discounts Issued with 8% Senior Secured Convertible Promissory Notes	606,827
Discounts Issued in Connection with Forbearance Agreement for 8% Senior Secured Convertible Promissory Notes	257,135
Amortization to Interest Expense of the Debt Discount from the 8% Senior Secured Convertible Promissory Note	$ 1,020,043

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Common stock, shares authorized	250,000,000	250,000,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares issued	72,410,623	69,308,946
Common stock, shares outstanding	72,410,623	69,308,946
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	1,562,500	1,562,500
Preferred stock, shares outstanding	1,562,500	1,562,500
Series B Convertible Preferred Stock [Member]
Preferred stock, shares authorized	10,000	10,000
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000

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Summary Of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Basis of Presentation

Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and the Securities and Exchange Commission ("SEC") rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company's condensed consolidated financial position as of September 30, 2019 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2019. The accompanying unaudited, condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018, included in the Company's Form 10-K, which was filed with the SEC on April 15, 2019.

Cash

Cash

All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance.

Intangible Assets – Acquired In-Process Research and Development

Intangible Assets – Acquired In-Process Research and Development

Acquired in-process research and development consists of acquired drone technology and engineering and trademarks. The Company reviews the IPRD, which currently has an indefinite useful life, for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. If the research and development efforts are completed successfully, the related assets will be amortized over the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. There was no impairment expense incurred in the three and nine month periods ended September 30, 2019. There was an impairment expense of $6,285,214 in the nine month period ended September 30, 2018.

Revenue Recognition

Revenue Recognition

The Company does not currently have any revenue. In discontinued operations, revenue was recognized when the pool service was completed and the collectability was reasonably assured. For pool resurfacing and remediation work, revenue was recognized at the time of completion of the job.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values.

In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in operations.

Warrants

Warrants

Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the condensed consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

The convertible promissory note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Research and Development

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of September 30, 2019 and December 31, 2018.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of September 30, 2019. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

Basic and Diluted Net Loss per Share

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the condensed consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, computed using the treasury stock method for outstanding stock options and warrants and the if converted method for convertible notes and preferred stock. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Common stock equivalents are anti-dilutive for the three and nine months ended September 30, 2019 due to the net loss during the periods. The common stock equivalents are comprised of stock options, warrants, convertible promissory note and the Series A and Series B Convertible Preferred Stock.

Further, the Company has presented its discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements, Discontinued Operations”, which requires the presentation of both basic and diluted loss per share from continuing operations and the basic and diluted net loss per share from discontinued operations in addition to the basic and diluted net loss per share.

For the three and nine months ended September 30, 2019 and 2018, the basic and diluted net loss per share from continuing operations, the basic and diluted net income from discontinued operations and the basic and diluted net loss per share were computed as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Loss from Continuing Operations, net	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,860,416	)
Income from Discontinued Operations, net	$	—		$	—		$	—		$	140,933
Net Loss Available to Common Stockholders and Assumed Conversions	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,719,483	)
Series A Preferred Stock Dividends		2,500			2,500			7,500			7,500
Net Loss Available to Common Stockholders	$	(170,966	)	$	(247,087	)	$	(1,783,398	)	$	(6,726,983	)
Weighted Average Shares - Basic		72,176,927			69,270,060			70,819,765			75,278,368
Effective Dilutive Securities – Stock Options		—			—			—			—
Shares Issuable Upon Conversion of Convertible Promissory Notes		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series A		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series B		—			—			—			—
Weighted Average Shares – Diluted		72,176,927			69,270,060			70,819,765			75,278,368
Net Loss Per Common Share from Continuing Operations:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Net Earnings Per Common Share from Discontinued Operations:
Basic	$	—		$	—		$	—		$	—
Diluted	$	—		$	—		$	—		$	—
Net Loss Per Common Share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)

Comprehensive Loss

Comprehensive Loss

Comprehensive loss consists of net loss plus the foreign currency translation loss.

Foreign Currency Translation

Foreign Currency Translation

The translation of assets and liabilities for the Company’s foreign subsidiary is made at period end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the period transactions occurred.

Fair Value Measurement

Fair Value Measurement

GAAP establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At September 30, 2019 and December 31, 2018 there were no assets or liabilities carried or measured at fair value.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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2014 Stock Awards Plan

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

2014 Stock Awards Plan

NOTE 16 – 2014 STOCK AWARDS PLAN

In November 2014, the board of directors of Custom Pool approved the adoptions of a Stock Awards Plan. A total of 7,000,000 shares was authorized to be issued under the plan. For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Company’s common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan.

On March 14, 2018, the Company cancelled all 3,250,000 outstanding stock options under the 2014 Stock Awards Plan, with 1,500,000 of the stock options exchanged for two 10% Convertible Promissory Notes with a six month maturity (see Note 11, “Convertible Promissory Notes”). Consequently, there are 7,000,000 shares available for issuance at September 30, 2019.

The Company has not issued any new stock options since the cancellation of the outstanding stock options in 2018.

A summary of the stock option activity over the nine months ended September 30, 2019 and 2018 is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at Dec. 31, 2017		3,250,000		$	0.0367		3.3 Years	$	56,125
Options Cancelled		(3,250,000	)		—		—		—
Outstanding at September 30, 2018		—			—		—		—
Exercisable at September 30, 2018		—			—		—		—
Outstanding at December 31, 2018		—			—		—		—
Outstanding at September 30, 2019		—			—		—		—

The Company expensed $22,857 of stock option compensation for the nine months ended September 30, 2018.

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8% Senior Secured Convertible Promissory Note (Narrative) (Details) - USD ($)							3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 11, 2019	May 21, 2019	Mar. 19, 2019	Feb. 22, 2019	Feb. 12, 2019	Nov. 21, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Oct. 30, 2019
Debt Instrument [Line Items]
Common stock, shares authorized							250,000,000			250,000,000		250,000,000
Stock issued as additional consideration for debt, value
Amortization of debt discount										$ 1,020,043
Common Stock [Member]
Debt Instrument [Line Items]
Stock issued as additional consideration for debt, shares									156,250
Stock issued as additional consideration for debt, value									$ 156
Subsequent Event [Member]
Debt Instrument [Line Items]
Common stock, shares authorized													250,000,000
Common shares available to be issued													96,164,018
8% Senior Secured Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Debt instrument face amount						$ 1,383,636
Total investment						$ 1,200,000
Debt instrument interest rate						8.00%
Debt instrument description	The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%.	The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019.				On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement.
Debt instrument maturity description						Each tranche matures 6 months after the issue date
Debt instrument maturity date	Jun. 30, 2020
Debt instrument conversion terms						The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice.
Debt instrument collateral terms						Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of September 24, 2019, 159,164,018 available to be issued.
Accrued interest							$ 63,440			63,440
8% Senior Secured Convertible Promissory Note [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Debt instrument conversion terms			However, the conversion share calculation was incorrect for the March 19, 2019 conversion of the $38,633 in principal amount of the Note and was 26,712 shares less than what it should have been. These shares were added to a subsequent conversion in April 2019.
Value of principal portion of debt converted into shares of common stock			$ 38,633	$ 55,387			$ 93,830	$ 449,397
No of shares issued in conversion of debt			150,000	215,054			750,000	1,830,373
8% Senior Secured Convertible Promissory Note - First Tranche [Member]
Debt Instrument [Line Items]
Debt instrument face amount						$ 701,818
Original issue discount						81,818
Financing fee						20,000
Proceeds from senior convertible promissory note						$ 600,000
Debt instrument maturity date						May 21, 2019
Debt instrument beneficial conversion feature fair value						$ 523,326
Total debt discount						694,447
Unamortized debt discount						865,796	$ 88,022			88,022
Amortization of debt discount						$ 163,978				504,910		$ 108,886
Accrued interest		$ 24,118
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Warrant [Member]
Debt Instrument [Line Items]
No of common shares called by warrants						344,029
Exercise price of warrants						$ 0.51
Warrant terms						5 years
Fair value of warrants						$ 171,121
8% Senior Secured Convertible Promissory Note - First Tranche [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Stock issued as additional consideration for debt, shares						156,250
Stock issued as additional consideration for debt, value						$ 89,531
8% Senior Secured Convertible Promissory Note - Second Tranche [Member]
Debt Instrument [Line Items]
Debt instrument face amount					$ 681,818
Original issue discount					81,818
Proceeds from senior convertible promissory note					$ 600,000
Debt instrument maturity date					Aug. 12, 2019
Debt instrument beneficial conversion feature fair value					$ 403,689
Total debt discount					525,009
Unamortized debt discount					$ 606,827		$ 108,425			108,425
Amortization of debt discount										$ 498,402
8% Senior Secured Convertible Promissory Note - Second Tranche [Member] | Warrant [Member]
Debt Instrument [Line Items]
No of common shares called by warrants					421,656
Exercise price of warrants					$ 0.40
Warrant terms					5 years
Fair value of warrants					$ 121,320

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Convertible Preferred Stock (Narrative) (Details) - USD ($)		1 Months Ended	12 Months Ended	19 Months Ended
	May 04, 2018	Jan. 31, 2016	Dec. 31, 2015	Sep. 30, 2019
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized			50,000,000
Preferred stock, par value per share			$ 0.0001
Preferred stock liquidation value			$ 0
Preferred stock dividend rate			8.00%
Preferred stock dividend terms			The Series A Preferred has an 8% dividend paid quarterly
Preferred stock conversion terms			Convertible into one share of common stock.
Series A Convertible Preferred Stock [Member] | MAAB Global Limited (MAAB) [Member]
Cumulative undeclared series A preferred dividends				$ 15,000
Series A Convertible Preferred Stock [Member] | Lawrence & Loreen Calarco, Former Officers And Directors [Member]
Preferred stock issued		1,562,500
Series B Convertible Preferred Stock [Member]
Preferred stock, shares authorized	10,000
Preferred stock, par value per share	$ 0.001
Preferred stock dividend terms	The Preferred is entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company
Preferred stock conversion terms	Each share of Preferred is convertible into 1,333 shares of common stock and a five year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share.
Preferred stock liquidation preference	Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis.

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Promissory Note From MAAB

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Promissory Note From MAAB

NOTE 12 – PROMISSORY NOTE FROM MAAB

On March 14, 2018, MAAB, the parent of Astro, issued a Promissory Note for monetary advances to the Company of up to $750,000. The Promissory Note matures on February 28, 2021. The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid. The principal amount advanced under the Promissory Note is $630,430 through September 30, 2019. The Company has accrued interest expense of $72,764 at September 30, 2019. A portion of the proceeds from the 8% Senior Secured Convertible Promissory Note was used to repay a portion of the Promissory Note from MAAB in the nine month period ended September 30, 2019.

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Fair Value Estimates

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Estimates

NOTE 8 – FAIR VALUE ESTIMATES

The Company measures financial instruments at fair value in accordance with ASC 820, which specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions.

Management believes the carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued liabilities as of September 30, 2019 and December 31, 2018 approximate their respective fair values because of the short-term nature of these instruments. The Company measures its notes payable in accordance with the hierarchy of fair value based on whether the inputs to those valuation techniques are observable or unobservable. The hierarchy is:

Level 1 – Quoted prices for identical instruments in active markets;

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The estimated fair value of the cash and notes payable at September 30, 2019 and December 31, 2018, were as follows:

	Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Carrying Value
At September 30, 2019:
Assets
Cash	$	1,155		—		—	$	1,155
Liabilities
8% Senior Secured Convertible Promissory Note		—		—	$	566,673	$	566,673
Promissory Note from MAAB		—		—	$	630,430	$	630,430
At December 31, 2018:
Assets
Cash	$	55,129		—		—	$	55,129
Liabilities
8% Senior Secured Convertible Promissory Note		—		—	$	108,886	$	108,886
Promissory Note from MAAB		—		—	$	591,439	$	591,439

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Acquisition Of Assets From Confida Aerospace Ltd

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisition of Assets from Confida Aerospace, Ltd

NOTE 4 – ACQUISITION OF ASSETS FROM CONFIDA AEROSPACE, LTD.

On May 8, 2018, the Company entered into an Asset Purchase Agreement with Confida Aerospace Ltd. Pursuant to the Asset Purchase Agreement, the Company purchased in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. As consideration for the Asset Purchase Agreement, the Company issued Confida Aerospace Ltd., 10,000 of the Company’s Series B preferred shares (See Note 11, “Convertible Preferred Stock”). Each preferred share is convertible into 1,333 common shares and 1,333 warrants. Each warrant is exercisable into one of the Company’s common shares at an exercise price of $.75. The warrants have an exercise period of five years upon conversion. Additionally, the Company assumed $50,000 of debts incurred by Confida Aerospace Ltd. related to drone development.

All of the authorized shares of the Series B Convertible Stock were issued for the assets and $50,000 of accrued liabilities were assumed. The fair market value of the preferred stock was $7,131,214 as determined by an independent third party valuation firm. The fair market value was arrived at using an equivalent conversion into the common stock of Astro, which is trading in the Over-The-Counter Market. Appropriate restrictions and marketability discounts were applied, including using the 40 day volume weighted average price of $0.46 per share. The fair value of the common stock equivalent was $3,753,271. As well, the warrants issued in conjunction with the common stock were valued using the Black Scholes Model. The inputs used were a 40 day volume weighted average price of $0.46 per share, exercise price of $0.75 per share, a ten year term, a risk free rate of 2.97%, a volatility of 51% and no dividend yield. The fair value of the warrants was $3,377,943.

The Company determined the fair value of the IPRD based on the fair market value of the consideration paid for the IPRD: 10,000 shares of Series B Convertible Preferred Stock, each share of which is convertible into 1,333 shares of common stock and 1,333 common stock warrants. The drone prototype is in an early development stage and the fair value is not determinable using cash flow projections and such projections were not available. It is anticipated that the drone will be marketable in 2020 and at that time material net cash flows are expected to commence.

Further analysis of the IPRD determined that the recoverability of the fair value carrying amount was not probable and an impairment expense of $6,310,214 was incurred to reduce the carrying value of the net assets to $871,000, which approximates cost.

After the initial 90 day period for the assumption of liabilities, the Company determined that it would most likely only assume $25,000 of liabilities and adjusted the condensed consolidated financial statements accordingly. As of September 30, 2019, the expenses related to the liabilities have been incurred.

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2014 Stock Award Plan (Tables)

9 Months Ended

Sep. 30, 2019

Stock Award Plan

A Summary of Stock Option Activity

A summary of the stock option activity over the nine months ended September 30, 2019 and 2018 is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at Dec. 31, 2017		3,250,000		$	0.0367		3.3 Years	$	56,125
Options Cancelled		(3,250,000	)		—		—		—
Outstanding at September 30, 2018		—			—		—		—
Exercisable at September 30, 2018		—			—		—		—
Outstanding at December 31, 2018		—			—		—		—
Outstanding at September 30, 2019		—			—		—		—

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Warrants (Details) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Warrants Outstanding
Outstanding -beginning of period	13,674,029
Granted – Confida Acquisition		13,330,000
Granted - Convertible Promissory Note	421,656	344,029
Expired
Outstanding - end of period	14,095,685	13,674,029
Exercise Price Per Share
Outstanding -beginning of period
Granted – Confida Acquisition		0.75
Granted - Convertible Promissory Note	$ 0.40	0.51
Expired
Price Per Share On Date Of Issuance
Outstanding -beginning of period
Granted – Confida Acquisition		1.00
Granted - Convertible Promissory Note	0.33	0.57
Expired
Minimum [Member]
Warrants Outstanding
Granted – Confida Acquisition	0	0
Exercise Price Per Share
Outstanding -beginning of period	$ 0.51
Outstanding - end of period	0.40	$ 0.51
Price Per Share On Date Of Issuance
Outstanding -beginning of period	0.57
Outstanding - end of period	$ 0.33	$ 0.57
Maximum [Member]
Warrants Outstanding
Granted – Confida Acquisition	0	0
Exercise Price Per Share
Outstanding -beginning of period	$ 0.75
Outstanding - end of period	0.75	$ 0.75
Price Per Share On Date Of Issuance
Outstanding -beginning of period	1.00
Outstanding - end of period	$ 1.00	$ 1.00

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 18 – COMMITMENTS AND CONTINGENCIES

The Company does not have any significant or long term commitments. The Company is not currently subject to any litigation.

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Warrants

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Warrants

NOTE 14 - WARRANTS

As part of the 8% Senior Secured Convertible Promissory Note issuance, the Company issued warrants in the first tranche to acquire up to an aggregate 344,029 shares of the Company’s common stock at an exercise price of $0.51 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on November 21, 2018, date of issuance, $0.57, strike price $0.51, time to expiration, five years, five year Treasury constant maturity rate, 2.33%, volatility 253% and no dividend yield. The result was a fair value of $0.5676 per warrant or $195,271 in aggregate. This fair value was reduced with the relative fair value method when including the beneficial conversion feature of the convertible note (See Note 9, “8% Senior Secured Convertible Promissory Note”) to $171,121. The warrant relative fair value was added to additional paid in capital – common stock.

In the second tranche, the Company issued warrants to acquire up to an aggregate 421,656 shares of the Company’s common stock at an exercise price of $0.40 per share. These warrants were fair valued using the Black Scholes Model with the following inputs: stock price on February 12, 2019, date of issuance, $0.33, strike price $0.40, time to expiration, five years, five year Treasury constant maturity rate, 2.34%, volatility 173% and no dividend yield. The result was a fair value of $0.35 per warrant or $147,580 in aggregate. This fair value was reduced with the relative fair value method when including the beneficial conversion feature of the convertible note (See Note 9, “8% Senior Secured Convertible Promissory Note”) to $121,320. The warrant relative fair value was added to additional paid in capital – common stock. A summary of the subsequent warrant activity is as follows:

	Warrants outstanding		Exercise price per share		Price per Share on Date of Issuance
Balance, December 31, 2017		—		—		—
Granted – Confida Acquisition (May 8, 2018)		13,330,000	$	0.75	$	1.00
Convertible Promissory Note (Nov. 21, 2018)		344,029		0.51		0.57
Expired		—		—		—
Balance, December 31, 2018		13,674,029		0.51 – 0.75		0.57 – 1.00
Granted – Convertible Promissory Note		421,656		0.40		0.33
Expired		—		—		—
Balance – September 30, 2019		14,095,685		0.40 – 0.75		0.33 – 1.00

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Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Summary Of Significant Accounting Policies

Schedule of Earnings Per Share Basic and Diluted

For the three and nine months ended September 30, 2019 and 2018, the basic and diluted net loss per share from continuing operations, the basic and diluted net income from discontinued operations and the basic and diluted net loss per share were computed as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Loss from Continuing Operations, net	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,860,416	)
Income from Discontinued Operations, net	$	—		$	—		$	—		$	140,933
Net Loss Available to Common Stockholders and Assumed Conversions	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,719,483	)
Series A Preferred Stock Dividends		2,500			2,500			7,500			7,500
Net Loss Available to Common Stockholders	$	(170,966	)	$	(247,087	)	$	(1,783,398	)	$	(6,726,983	)
Weighted Average Shares - Basic		72,176,927			69,270,060			70,819,765			75,278,368
Effective Dilutive Securities – Stock Options		—			—			—			—
Shares Issuable Upon Conversion of Convertible Promissory Notes		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series A		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series B		—			—			—			—
Weighted Average Shares – Diluted		72,176,927			69,270,060			70,819,765			75,278,368
Net Loss Per Common Share from Continuing Operations:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Net Earnings Per Common Share from Discontinued Operations:
Basic	$	—		$	—		$	—		$	—
Diluted	$	—		$	—		$	—		$	—
Net Loss Per Common Share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)

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Condensed Consolidated Statements Of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net Loss	$ (168,466)	$ (244,587)	$ (1,775,898)	$ (6,719,483)
Foreign Currency Translation Loss	(17,180)	716	10,014	716
Comprehensive Loss	$ (151,286)	$ (245,303)	$ (1,785,912)	$ (6,720,199)

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 19, 2019
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This amendment to the Form 10-Q, as originally filed with the Securities and Exchange Commission on November 19, 2019, is being filed solely to correctly provide the XBRL information and to correct expenses on the statement of operations. No other changes have been made to the document.
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--12-31
Entity File Number	333-149000
Entity Registrant Name	Astro Aerospace Ltd.
Entity Central Index Key	0001425203
Entity Tax Identification Number	98-0557091
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	320 W. Main Street
Entity Address, City or Town	Lewisville
Entity Address, State or Province	TX
Entity Address, Country	US
Entity Address, Postal Zip Code	75057
City Area Code	972
Local Phone Number	221-1199
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		72,710,623

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Sale Of Common Stock Of Majority Stockholders And Resignation And Election Of The Board Of Directors

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Sale of Common Stock of Majority Stockholders and Resignation and Election of the Board of Directors

NOTE 2 – SALE OF COMMON STOCK OF MAJORITY STOCKHOLDERS AND RESIGNATION AND ELECTION OF THE BOARD OF DIRECTORS

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, majority stockholders controlled by Lawrence and Loreen Calarco, sold 51,711,571 common shares and 1,562,500 preferred shares to MAAB Global Limited, a non-affiliate of the Company, paid from Bruce Bent, officer and director of MAAB Global Limited’s personal funds resulting in a change of control of the Company. The stock was transferred to MAAB Global Limited effective March 14, 2018. The 51,711,571 common shares and 1,562,500 preferred shares represented 62.35% and 100% of the issued and outstanding common and preferred stock of the Company.

On March 14, 2018, Lawrence Calarco, Loreen Calarco and Charles Dargan II resigned as officers and directors of the Company. Additionally, on March 14, 2018, Jeffrey Michel and Randy Sofferman resigned as directors of the Company.

On March 14, 2018, Bruce Bent, age 62, was appointed as Chief Executive Officer and Director of the Company. He will stand for re-election at the next annual meeting of the shareholders. There are no material arrangements to which Mr. Bent is a party, and there is no family relationship between him and any other party connected to the Company.

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Equity Purchase Agreement And Registration Rights Agreement (Narrative) (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 26, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Fair value of commitment shares recorded as deferred offering cost		$ 45,984	$ 45,984	$ 45,984
Equity Purchase And Registration Rights Agreement [Member]
Agreement description	Under the terms of the Equity Purchase Agreement, the Investor agreed to purchase from the Company up to $5,000,000 of the Company’s common stock upon effectiveness of a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission and subject to certain limitations and conditions set forth in the Equity Purchase Agreement. Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company shall have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred fifty percent (150%) of the average daily trading volume of the Company’s Common Stock during the ten (10) trading days preceding the put notice. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to the Investor that would result in the Investor’s beneficial ownership of the Company’s outstanding Common Stock exceeding 9.99%. The price of each put share shall be equal to eighty five percent (85%) of the Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of Common Stock under the terms of the Equity Purchase Agreement, (ii) August 26, 2022, or (iii) written notice of termination delivered by the Company to the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement.	Subsequent to the Agreement and prior to the issuance of the Commitment Shares, the Company renegotiated the payment to 300,000 shares of common stock.
Agreed value of shares to be purchased under the agreement	$ 5,000,000
No of shares committed to be issued under the agreement	600,000
Fair value of commitment shares recorded as deferred offering cost	$ 48,300
Amortization of deferred offering cost			$ 2,316	$ 2,316

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Acquisition Of Assets From Confida Aerospace Ltd (Narrative) (Details) - USD ($)			3 Months Ended			9 Months Ended
	May 08, 2018	May 04, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Fair market value of preferred stock					$ 876,441
Impairment expense				$ (25,000)			$ 6,285,214
Acquired in-process research and development			$ 871,000			$ 871,000		$ 871,000
Common Stock [Member]
Fair market value of preferred stock					(13,669)
Series B Convertible Preferred Stock [Member]
Preferred stock conversion terms		Each share of Preferred is convertible into 1,333 shares of common stock and a five year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share.
Fair market value of preferred stock
Asset Purchase Agreement With Confida Aerospace Ltd [Member]
Agreement description	On May 8, 2018, the Company entered into an Asset Purchase Agreement with Confida Aerospace Ltd. Pursuant to the Asset Purchase Agreement, the Company purchased in-process research and development (“IPRD”) consisting of inventory, hardware designs, software designs, and a trademark all pertaining to passenger drone design and use from Confida Aerospace Ltd. As consideration for the Asset Purchase Agreement, the Company issued Confida Aerospace Ltd., 10,000 of the Company’s Series B preferred shares (See Note 11, “Convertible Preferred Stock”). Each preferred share is convertible into 1,333 common shares and 1,333 warrants. Each warrant is exercisable into one of the Company’s common shares at an exercise price of $.75. The warrants have an exercise period of five years upon conversion. Additionally, the Company assumed $50,000 of debts incurred by Confida Aerospace Ltd. related to drone development. After the initial 90 day period for the assumption of liabilities, the Company determined that it would most likely only assume $25,000 of liabilities and adjusted the condensed consolidated financial statements accordingly.
Debts assumed	$ 50,000
Impairment expense	6,310,214
Acquired in-process research and development	$ 871,000
Asset Purchase Agreement With Confida Aerospace Ltd [Member] | Common Stock [Member]
Weighted average stock price	$ 0.46
Fair value of common stock	$ 3,753,271
Asset Purchase Agreement With Confida Aerospace Ltd [Member] | Warrant [Member]
No of common shares called by each warrant	1
Exercise price of warrants	$ 0.75
Warrant terms	5 years
Weighted average stock price	$ 0.46
Fair value assumption methodology	Black scholes model
Exercise price	$ 0.75
Weighted average term	10 years
Risk free rate	2.97%
Volatility	51.00%
Dividend yield	0.00%
Fair value of warrants	$ 3,377,943
Asset Purchase Agreement With Confida Aerospace Ltd [Member] | Series B Convertible Preferred Stock [Member]
No of preferred stock issued in consideration for the asset purchase agreement	10,000
Preferred stock conversion terms	Each preferred share is convertible into 1,333 common shares and 1,333 warrants.
Fair market value of preferred stock	$ 7,131,214

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Convertible Promissory Notes (Narrative) (Details) - Former Option Holders [Member] - USD ($)	Sep. 18, 2018	Mar. 14, 2018
Two 10% Convertible Promissory Notes [Member]
Debt Instrument [Line Items]
Debt instrument description		On March 14, 2018, 1,500,000 stock options were cancelled and two 10% Convertible Promissory Notes (“Notes”) with a six month maturity were issued to the former option holders.
Debt instrument interest rate		10.00%
Debt instrument conversion terms		The Notes were convertible into the Company’s common stock based upon the average of the previous ten trading days’ closing price of the stock, at the maturity date of the Notes. Upon conversion of the notes, Bruce Bent or MAAB Global Limited had the option to purchase the common stock issued at a 5% discount to the average closing price of the stock over the previous 10 trading days. The option to purchase expired ten days after the issuance of the common stock. The option was not exercised.
No of shares issued in conversion of debt	38,886
Accrued interest portion of debt converted into shares of common stock	$ 2,534
10% Convertible Promissory Note - One [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 25,000
10% Convertible Promissory Note - Two [Member]
Debt Instrument [Line Items]
Debt instrument face amount		$ 25,000

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Subsequent Events (Narrative) (Details) - Common Stock [Member] - shares		3 Months Ended
	Oct. 30, 2019	Mar. 31, 2019
Subsequent Event [Line Items]
No of shares issued in satisfaction of the commitment fee		156,250
Subsequent Event [Member] | Equity Purchase And Registration Rights Agreement [Member]
Subsequent Event [Line Items]
No of shares issued in satisfaction of the commitment fee	300,000

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Nature Of Operations (Narrative) (Details) - USD ($)	Sep. 30, 2019	Sep. 11, 2019	Dec. 31, 2018
Working capital	$ (715,312)
Promissory note from MAAB	630,430		$ 591,439
8% senior convertible promissory note	566,673		$ 108,886
Promissory Notes Payable [Member] | MAAB Global Limited (MAAB), Parent Company [Member]
Promissory note from MAAB	630,430
Amount available under the terms of the note	119,570
8% Senior Secured Convertible Promissory Note [Member]
8% senior convertible promissory note	$ 1,003,524	$ 805,649

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Fair Value Of Estimates (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Of Estimates

Schedule of Fair Value of Cash and Notes Payable

The estimated fair value of the cash and notes payable at September 30, 2019 and December 31, 2018, were as follows:

	Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Carrying Value
At September 30, 2019:
Assets
Cash	$	1,155		—		—	$	1,155
Liabilities
8% Senior Secured Convertible Promissory Note		—		—	$	566,673	$	566,673
Promissory Note from MAAB		—		—	$	630,430	$	630,430
At December 31, 2018:
Assets
Cash	$	55,129		—		—	$	55,129
Liabilities
8% Senior Secured Convertible Promissory Note		—		—	$	108,886	$	108,886
Promissory Note from MAAB		—		—	$	591,439	$	591,439

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Summary Of Significant Accounting Policies (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Disclosure Summary Of Significant Accounting Policies Details Abstract
Loss from Continuing Operations, net	$ (168,466)		$ (244,587)		$ (1,775,898)	$ (6,860,416)
Income from Discontinued Operations, net						140,933
Net Loss Available to Common Stockholders and Assumed Conversations	(168,466)	$ (696,623)	(244,587)	$ 178,820	(1,775,898)	(6,719,483)
Series A Preferred Stock Dividends	2,500		2,500	$ 2,500	7,500	7,500
Net Loss Available to Common Stockholders	$ (170,966)		$ (247,087)		$ (1,783,398)	$ (6,726,983)
Weighted Average Shares - Basic	72,176,927		69,270,060		70,819,765	75,278,368
Effective Dilutive Securities – Stock Options
Shares Issuable Upon Conversion of Convertible Promissory Notes
Shares Issuable Upon Conversion of Preferred Stock – Series A
Shares Issuable Upon Conversion of Preferred Stock – Series B
Weighted Average Shares - Diluted	72,176,927		69,270,060		70,819,765	75,278,368
Net Loss Per Common Share from Continuing Operations:
Basic	$ (0.00)		$ (0.00)		$ (0.03)	$ (0.09)
Diluted	0.00		0.00		(0.03)	(0.09)
Net (Loss)Earnings Per Common Share from Discontinued Operations:
Basic
Diluted
Net Loss Per Common Share:
Basic	0.00		0.00		(0.03)	(0.09)
Diluted	$ 0.00		$ 0.00		$ (0.03)	$ (0.09)

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Default And Forbearance On The 8% Senior Secured Convertible Promissory Note

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Default and Forbearance on the 8% Senior Secured Convertible Promissory Note

NOTE 10 – DEFAULT AND FORBEARANCE ON THE 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

On May 21, 2019, six months after the issuance of the first tranche of the 8% Senior Secured Convertible Promissory Note, the Note matured with $307,798 in principal outstanding and approximately $24,118 in accrued interest. The Company was unable to repay the principal and accrued interest and therefore was in default of the Note. The Note has default provisions permitting default interest of 18% to be charged on the Note as well as to charge a default amount of 150% of the unpaid principal and interest.

The Note was issued with two $600,000 tranches of cash payments. Since both tranches are in one Note, both tranches are in default as of May 21, 2019.

The Company and the Investor promptly began negotiations on a Forbearance Agreement and on September 11, 2019, the Company and the Investor agreed to a Forbearance Agreement. Pursuant to this agreement, the Investor is willing to postpone pursuing its rights and remedies under the agreements, in particular and without limitation with respect to the acceleration of the promissory note and the immediate payment of the default amount and reduce the balance of the promissory note to the pre-default balance plus accrued non-default interest of $1,062,784 on the following terms: 1) subject to the Company’s compliance with the forbearance agreement, the forbearance shall commence on the effective date and will expire on June 30, 2020. 2) Should the Company fail to abide by any of the terms and conditions of the forbearance agreement, fail to comply with the terms of the other agreements, or fail to timely make the payments required under the promissory notes, or should the Company trigger an event of default, the forbearance period will immediately terminate. 3) Subject to the Company’s compliance with the forbearance period, the repayment of the promissory note will be reduced from 35% to 0%.

The Company’s outstanding principal amount of the Note, after conversions, and the accrued interest as of the Forbearance Agreement date of September 11, 2019, was $805,649. The Forbearance Agreement for the outstanding principal amount and accrued interest of $1,062,784 produces a forbearance penalty of $257,135. This amount increased both the principal balance of the Note and increased the debt discount by the same amount. The $257,135 penalty is being amortized over the new maturity of the Note, June 30, 2020, and resulted in a $16,731 amortization expense in the three and nine months periods ended September 30, 2019. The outstanding principal amount of the Note is $1,003,524 at September 30, 2019.

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2019

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-2, Leases (Topic 842) which will require lessees to recognize on the condensed consolidated balance sheet the assets and liabilities for the rights and obligations created by those leases with term of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. The new ASU will require both types of leases to be recognized on the condensed consolidated balance sheet. The ASU also will require disclosures to help investors and other condensed consolidated financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the condensed consolidated financial statements. The ASU was effective for fiscal years beginning after December 15, 2018 and for interim periods within those fiscal years. The ASU had no effect on the Company’s condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting,” to include share based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2018 but no earlier than an entity’s adoption date of Topic 606. The Company evaluated the impact of adopting the new guidance on the condensed consolidated financial statements, but it does not have a material impact.

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Section 16(A) Beneficial Ownership Reporting Compliance (Narrative) (Details) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Short swing profits		$ 893	$ 10,108	$ 9,225	$ 18,660
Mr. Bent - Chief Executive Officer [Member]
Short swing profits	$ 178,394

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Warrants (Tables)

9 Months Ended

Sep. 30, 2019

Disclosure Warrants Tables Abstract

Schedule of Warrants Activity

The warrant relative fair value was added to additional paid in capital – common stock. A summary of the subsequent warrant activity is as follows:

	Warrants outstanding		Exercise price per share		Price per Share on Date of Issuance
Balance, December 31, 2017		—		—		—
Granted – Confida Acquisition (May 8, 2018)		13,330,000	$	0.75	$	1.00
Convertible Promissory Note (Nov. 21, 2018)		344,029		0.51		0.57
Expired		—		—		—
Balance, December 31, 2018		13,674,029		0.51 – 0.75		0.57 – 1.00
Granted – Convertible Promissory Note		421,656		0.40		0.33
Expired		—		—		—
Balance – September 30, 2019		14,095,685		0.40 – 0.75		0.33 – 1.00

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Fair Value Of Estimates (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Liabilities
8% Senior Secured Convertible	$ 566,673	$ 108,886
Promissory Note from MAAB	630,430	591,439
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Assets
Cash	1,155	55,129
Liabilities
8% Senior Secured Convertible
Promissory Note from MAAB
Significant Other Observable Inputs (Level 2) [Member]
Assets
Cash
Liabilities
8% Senior Secured Convertible
Promissory Note from MAAB
Significant Unobservable Inputs (Level 3) [Member]
Assets
Cash
Liabilities
8% Senior Secured Convertible	566,673	108,886
Promissory Note from MAAB	630,430	591,439
Carrying Value [Member]
Assets
Cash	1,155	55,129
Liabilities
8% Senior Secured Convertible	566,673	108,886
Promissory Note from MAAB	$ 630,430	$ 591,439

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Sale Of Common Stock Of Majority Stockholders And Resignation And Election Of The Board Of Directors (Narrative) (Details) - MAAB Global Limited (MAAB) [Member]	Mar. 14, 2018 shares
Common Stock [Member]
Sale of stock by majority stockholders	51,711,571
Percentage of shares held by Parent	62.35%
Preferred Stock [Member]
Sale of stock by majority stockholders	1,562,500
Percentage of shares held by Parent	100.00%

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8% Senior Secured Convertible Promissory Note

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

8% Senior Secured Convertible Promissory Note

NOTE 9 – 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

On November 21, 2018, the Company issued an 8% Senior Secured Convertible Promissory Note in the aggregate principal amount of $1,383,636 in exchange for a total investment of $1,200,000, less commissions and expenses, payable in two tranches. The first tranche was payable upon the closing of the agreement, and the second tranche was payable within ten (10) business days of the Investor receiving written notice confirming the effectiveness of the initial registration statement. The first tranche principal of $701,818 was issued, with an Original Issue Discount (“OID”) of $81,818, a $20,000 financing fee for the lender’s transactional expenses that was expensed and the Company received proceeds of $600,000. The second tranche was issued on February 12, 2019 in the principal amount of $681,818, with an OID of $81,818 and the Company received proceeds of $600,000. Each tranche matures 6 months after the issue date, the first tranche matured on May 21, 2019 and the second tranche matured on August 12, 2019 (See Note 10, “Default And Forbearance On The 8% Senior Secured Convertible Promissory Note”).

The note is convertible into common shares of the Company at a price equal to 75% of the lowest market value in the thirty trading days prior to the conversion date. The Company is subject to certain penalties if the shares are not issued within two business days of receiving the conversion notice. Pursuant to a Security Agreement between the Company and the Investor (the “Security Agreement”), the Company has granted to the Investor a security interest in its assets to secure repayment of the Notes. The Company must reserve an amount of shares equal to 500% of the total amount of shares issuable upon full conversion of the promissory note. The Company meets this requirement since it has 250,000,000 common shares authorized and as of October 30, 2019, 96,164,018 shares available to be issued.

As additional consideration for the investment, the Company issued 156,250 shares of its common stock to the Investor, valued at $89,531 at the date of issuance, plus warrants to acquire up to an aggregate 344,029 shares of the Company’s common stock at an exercise price of $0.51 per share. Upon the closing of the second tranche in February 2019, the Company issued additional warrants to acquire up to an aggregate 421,656 shares of the Company’s common stock at an exercise price of $0.40 per share. Each Warrant is exercisable by the Investor beginning on the Effective Date through the fifth year anniversary thereof.

The Note has a beneficial conversion feature for both tranches, which were valued, along with the warrants, on a relative fair value method. In the first tranche, the warrant fair value (See Note 14, “Warrants”) was $171,121 and the beneficial conversion feature fair value was $523,326 for a total debt discount of $694,447. However, adding the OID and the inducement shares to the debt discount, made final total debt discount $865,796, larger than the principal amount of the Note. Consequently, $163,978 of the debt discount was expensed. Additionally, $108,886 of the debt discount was amortized to interest expense for the year ended December 31, 2018, with an additional $504,910 amortized to interest in the nine months ended September 30, 2019, bringing the debt discount to $88,022 at September 30, 2019.

In the second tranche, the warrant fair value (See Note 14, “Warrants”) was $121,320 and the beneficial conversion feature fair value was $403,689 for a debt discount of $525,009. Including the $81,818 of OID, the total debt discount is $606,827. In the nine months ended September 30, 2019, $498,402 of the debt discount was amortized into interest expense, bringing the debt discount to $108,425 at September 30, 2019. However, the forbearance agreement increased the principal amount, and the debt discount, which were allocated to the second tranche, so there was a net increase in the principal and the debt discount in the second tranche as of September 30, 2019 (See Note 10, “Default and Forbearance on the 8% Senior Secured Convertible Promissory Note”).

On February 22, 2019, the Investor converted $55,387 in principal amount of the Notes into 215,054 shares of the Company’s common stock. Likewise, on March 19, 2019, the Investor converted $38,633 in principal amount of the Note into 150,000 shares of the Company’s common stock. However, the conversion share calculation was incorrect for the March 19, 2019 conversion of the $38,633 in principal amount of the Note and was 26,712 shares less than what it should have been. These shares were added to a subsequent conversion in April 2019.

In the second quarter ended June 30, 2019, the Investor converted $449,397 in principal amount of the Note into 1,830,373 shares of the Company’s common stock.

In the third quarter ended September 30, 2019 the Investor converted $93,830 in principal amount of the Note into 750,000 shares of the Company’s common stock. The Company has accrued interest on the Note of $63,440 through September 30, 2019.

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Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 5 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and the Securities and Exchange Commission ("SEC") rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company's condensed consolidated financial position as of September 30, 2019 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2019. The accompanying unaudited, condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2018, included in the Company's Form 10-K, which was filed with the SEC on April 15, 2019.

Cash

All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. From time to time during the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance.

Intangible Assets – Acquired In-Process Research and Development

Acquired in-process research and development consists of acquired drone technology and engineering and trademarks. The Company reviews the IPRD, which currently has an indefinite useful life, for impairment at least annually or more frequently if an event occurs creating the potential for impairment, until such time as the research and development efforts are completed or abandoned. If the research and development efforts are abandoned, the related costs will be written off in the period of such determination. If the research and development efforts are completed successfully, the related assets will be amortized over the estimated useful life of the underlying products. The Company will amortize the cost of identified intangible assets using amortization methods that reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. There was no impairment expense incurred in the three and nine month periods ended September 30, 2019. There was an impairment expense of $6,285,214 in the nine month period ended September 30, 2018.

Revenue Recognition

The Company does not currently have any revenue. In discontinued operations, revenue was recognized when the pool service was completed and the collectability was reasonably assured. For pool resurfacing and remediation work, revenue was recognized at the time of completion of the job.

Stock-Based Compensation

The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options and restricted stock issuances based on estimated fair values.

In accordance with GAAP, the fair value of stock-based awards is generally recognized as compensation expense over the requisite service period, which is defined as the period during which an employee is required to provide service in exchange for an award. The Company uses a straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in operations.

Warrants

Warrants issued with the 8% Senior Secured Convertible Promissory Note are accounted for under the fair value and relative fair value method.

The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the condensed consolidated balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.

The convertible promissory note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) of which the convertible price of the note is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible promissory note and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.

The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. As present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are no unrecognized tax benefits or uncertain tax positions as of September 30, 2019 and December 31, 2018.

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of September 30, 2019. Accordingly, a valuation allowance was recorded against the net deferred tax asset. The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.

Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted loss per share on the face of the condensed consolidated statements of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period, computed using the treasury stock method for outstanding stock options and warrants and the if converted method for convertible notes and preferred stock. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Common stock equivalents are anti-dilutive for the three and nine months ended September 30, 2019 due to the net loss during the periods. The common stock equivalents are comprised of stock options, warrants, convertible promissory note and the Series A and Series B Convertible Preferred Stock.

Further, the Company has presented its discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements, Discontinued Operations”, which requires the presentation of both basic and diluted loss per share from continuing operations and the basic and diluted net loss per share from discontinued operations in addition to the basic and diluted net loss per share.

For the three and nine months ended September 30, 2019 and 2018, the basic and diluted net loss per share from continuing operations, the basic and diluted net income from discontinued operations and the basic and diluted net loss per share were computed as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Loss from Continuing Operations, net	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,860,416	)
Income from Discontinued Operations, net	$	—		$	—		$	—		$	140,933
Net Loss Available to Common Stockholders and Assumed Conversions	$	(168,466	)	$	(244,587	)	$	(1,775,898	)	$	(6,719,483	)
Series A Preferred Stock Dividends		2,500			2,500			7,500			7,500
Net Loss Available to Common Stockholders	$	(170,966	)	$	(247,087	)	$	(1,783,398	)	$	(6,726,983	)
Weighted Average Shares - Basic		72,176,927			69,270,060			70,819,765			75,278,368
Effective Dilutive Securities – Stock Options		—			—			—			—
Shares Issuable Upon Conversion of Convertible Promissory Notes		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series A		—			—			—			—
Shares Issuable Upon Conversion of Preferred Stock – Series B		—			—			—			—
Weighted Average Shares – Diluted		72,176,927			69,270,060			70,819,765			75,278,368
Net Loss Per Common Share from Continuing Operations:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Net Earnings Per Common Share from Discontinued Operations:
Basic	$	—		$	—		$	—		$	—
Diluted	$	—		$	—		$	—		$	—
Net Loss Per Common Share:
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.09	)

Comprehensive Loss

Comprehensive loss consists of net loss plus the foreign currency translation loss.

Foreign Currency Translation

The translation of assets and liabilities for the Company’s foreign subsidiary is made at period end exchange rates, while revenue and expense accounts are translated at the average exchange rates during the period transactions occurred.

Fair Value Measurement

GAAP establishes a hierarchy to prioritize the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest ranking to the fair values determined by using unadjusted quoted prices in active markets for identical assets (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). Observable inputs are those that market participants would use in pricing the assets based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The Company has determined the appropriate level of the hierarchy and applied it to its financial assets and liabilities. At September 30, 2019 and December 31, 2018 there were no assets or liabilities carried or measured at fair value.

Use of Estimates and Assumptions

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Sale Of Custom Pool (Tables)

9 Months Ended

Sep. 30, 2019

Disclosure Sale Of Custom Pool Tables Abstract

Schedule of Reconciliation of Discontinued Operations

The following is a reconciliation of the major line items constituting income from discontinued operations, net that are presented in the accompanying condensed consolidated statements of operations:

	Nine Months Ended September 30,
	2019		2018
Major Classes of Line Items Constituting Pre-Tax Income on Discontinued Operations:
Revenue	$	—	$	1,786,911
Cost of Services		—		1,208,619
General and Administrative		—		338,877
Other Operating Expenses		—		51,370
Total Operating Expenses		—		1,598,866
Operating Income		—		188,045
Other Expense		—		9,745
Total Pre-Tax Loss from Discontinued Operations		—		178,300
Income Tax Expense		—		(37,367	)
Loss from Discontinued Operations, Net	$	—	$	140,933

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Section 16A Beneficial Ownership Reporting Compliance

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

Section 16A Beneficial Ownership Reporting Compliance

NOTE 17 - SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director, or greater-than-10% shareholder of the Company must file a Form 4 reporting the acquisition or disposition of Company’s equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year. Such persons must also file initial reports of ownership on Form 3 upon becoming an officer, director, or greater-than-10% shareholder. Mr. Bruce Bent, the Company’s Chief Executive Officer, is currently up to date in meeting these requirements and has notified the Company that he is now compliant. On August 30, 2019, pursuant to Section 16(a), Mr. Bent disgorged short swing profits of $178,394 to the Company, which was recorded as miscellaneous income and a reduction of the debt owed to MAAB, the parent of the Company.

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Convertible Preferred Stock

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Convertible Preferred Stock

NOTE 13 – CONVERTIBLE PREFERRED STOCK

In December 2015, the Company authorized 50,000,000 shares of Series A Preferred Stock, with a $0.0001 par value and no liquidation value. The Series A Preferred has an 8% dividend paid quarterly, and is convertible into one share of common stock. The Series A Preferred is senior to the common stock as to dividends, and any liquidation, dissolution or winding up of the Company. The Series A Preferred also has certain voting and registration rights.

In January 2016, the Company issued 1,562,500 shares of the Series A Preferred Stock to Lawrence and Loreen Calarco, former officers and directors of the Company.

On March 14, 2018, Lawrence and Loreen Calarco, officers and directors of the Company, the Lawrence & Loreen Calarco Family Trust and the Lawrence and Loreen Calarco Trust of June 3, 2014, sold all 1,562,500 preferred shares to MAAB, a non-affiliate of the Company. Cumulative undeclared Series A Preferred dividends were $15,000 at September 30, 2019.

On May 4, 2018, the Board of Directors of Astro Aerospace Ltd. authorized 10,000 shares of the Series B Convertible Preferred Stock (“Preferred”), par value $0.001 per share. The Preferred is entitled to a dividend, when declared by the Board of Directors, votes with all other classes of stock as a single class of stock on all actions to be voted on by the stockholders of the Company, and each share of Preferred is convertible into 1,333 shares of common stock and a five year warrant to purchase 1,333 shares of common stock at an exercise price of $0.75 per share. On May 8, 2018, the Company issued all of the 10,000 authorized Series B Preferred shares in the acquisition of certain assets from Confida Aerospace Ltd.

Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the shares of the Series B Preferred Stock shall share pro rata with the holders of the common stock, on an as if converted basis.

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Nature Of Operations

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

NOTE 1 – NATURE OF OPERATIONS

Astro Aerospace Ltd. (“Astro” or the “Company”) and its wholly-owned subsidiary, is a developer of self-piloted and autonomous, manned and unmanned, eVTOL (Electric Vertical Take Off and Landing) aerial vehicles. The Company intends to provide the market with a mainstream mode of everyday, aerial transportation for both humans and cargo. Astro currently has a working prototype and is making engineering and mechanical improvements to it.

Astro is the successor corporation to CPSM, Inc., which through its subsidiaries, Custom Pool and Spa Mechanics, Inc. (“Custom Pool and Spa”), and Custom Pool Plastering, Inc. (“CPP”) collectively (“Custom Pool”) were primarily engaged in the provision of full line pool and spa services, specializing in pool maintenance and service, repairs, leak detection, renovations, decking and remodeling. The primary market area included Martin, Palm Beach, St Lucie, Indian River and Brevard counties, Florida.

On March 14, 2018, MAAB Global Limited (“MAAB”), the majority stockholder and parent of Astro, acquired control of CPSM, Inc. and on April 30, 2018, Custom Pool was sold to the Lawrence & Loreen Calarco Family Trust, an entity controlled by Lawrence Calarco and Loreen Calarco, former officers and directors of the CPSM (See Note 2, “Sale of Common Stock of Majority Stockholders and Resignation and Election of the Board of Directors” and Note 3, “ Sale of Custom Pool”).

On March 24, 2018 the articles of incorporation were amended to change the name of the Company from CPSM, Inc. to Astro Aerospace Ltd. As of September 30, 2019, the Company has one subsidiary, Astro Aerospace Ltd. (Canada), which is incorporated in Canada and is used mainly for refunds of the Goods and Services Tax in Canada.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying condensed consolidated financial statements, for the nine months ended September 30, 2019 the Company had a net loss of $1,775,898 and used $682,951 cash in operations, and at September 30, 2019, had negative working capital of $715,312, current assets of $57,781, and an accumulated deficit of $9,787,700. The foregoing factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating the Company’s technologies. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company acknowledges that its current cash position is insufficient to maintain the current level of operations and research and development, and that the Company will be required to raise substantial additional capital to continue its operations and fund its future business plans. The Company has continued to raise funds through its parent, MAAB, and the outstanding note payable balance was $630,430 and there is $119,570 available under the terms of the note at September 30, 2019. The Company has also raised funds through independent capital sources, of which the Company has a Senior Secured Convertible Promissory Note (See Note 9, “8% Senior Secured Convertible Promissory Note”) with an outstanding balance of $1,003,524 at September 30, 2019. Astro plans to raise additional capital in the private and public securities markets in 2019.

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Condensed Consolidated Statements Of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Revenue
Operating Expenses:
Sales and Marketing	92,374	9,258	223,253	18,284
General and Administrative	66,253	80,553	192,810	101,128
Research and Development	80,166	156,996	426,422	427,816
Impairment Expense		(25,000)		6,285,214
Total Operating Expenses	238,793	221,807	842,485	6,832,442
Loss from Operations	(238,793)	(221,807)	(842,485)	(6,832,442)
Other (Income) Expense
Interest Expense, Net	105,254	12,672	1,102,582	19,314
Bank and Filing Fees	893	10,108	9,225	18,660
Miscellaneous Income	(176,474)		(178,394)	(10,000)
Total Other (Income) Expense	(70,327)	22,780	933,413	27,974
Loss Before Income Tax	(168,466)	(244,587)	(1,775,898)	(6,860,416)
Income Tax
Current
Deferred
Total Income Tax Expense
Loss from Continuing Operations, Net	(168,466)	(244,587)	(1,775,898)	(6,860,416)
Discontinued Operations:
Loss from Discontinued Operations				178,300
Income Tax				37,367
Income from Discontinued Operations, Net				140,933
Net Loss	(168,466)	(244,587)	(1,775,898)	(6,719,483)
Less: Preferred Stock Dividends	2,500	2,500	7,500	7,500
Net Loss Available to Common Stockholders	$ (170,966)	$ (247,087)	$ (1,783,398)	$ (6,726,983)
Net Loss per Common Share From Continuing Operations:
Basic	$ (0.00)	$ (0.00)	$ (0.03)	$ (0.09)
Diluted	0.00	0.00	(0.03)	(0.09)
Net Earnings per Common Share From Discontinued Operations:
Basic
Diluted
Net Loss per Common Share:
Basic	0.00	0.00	(0.03)	(0.09)
Diluted	$ 0.00	$ 0.00	$ (0.03)	$ (0.09)
Weighted Average Number of Common Shares Outstanding - Basic	72,176,927	69,270,060	70,819,765	75,278,368
Weighted Average Number of Common Shares Outstanding - Diluted	72,176,927	69,270,060	70,819,765	75,278,368

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Summary Of Significant Accounting Policies (Narrative) (Details)	Sep. 30, 2019 USD ($)
Summary Of Significant Accounting Policies Narrative
Cash insured limit	$ 250,000

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Promissory Note From MAAB (Narrative) (Details) - USD ($)	Mar. 14, 2018	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Promissory note from MAAB		$ 630,430	$ 591,439
Promissory Notes Payable [Member] | MAAB Global Limited (MAAB), Parent Company [Member]
Debt Instrument [Line Items]
Debt instrument maximum borrowing capacity	$ 750,000
Debt instrument maturity date	Feb. 28, 2021
Debt instrument interest rate terms	The Promissory Note has an interest charge of 10%, compounded monthly. Interest accrues on the principal amount or portion thereof which remains unpaid from time to time as well as any interest outstanding, from the date the principal amount is advanced until and including the date upon which the principal amount and all interest due under this promissory note shall be fully paid.
Promissory note from MAAB		630,430
Accrued interest		$ 72,764

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2014 Stock Awards Plan (Narrative) (Details) - USD ($)		1 Months Ended	9 Months Ended
	Mar. 14, 2018	Nov. 30, 2014	Sep. 30, 2019	Sep. 30, 2018
Stock options cancelled				3,250,000
Shares available for issuance			7,000,000
Stock option compensation			$ 22,857
2014 Stock Awards Plan [Member] | Stock Options [Member]
Shares authorized to be issued under stock awards plan		7,000,000
Stock awards plan description		For incentive stock options, at the grant date the stock options exercise price is required to be at least 110% of the fair value of the Company’s common stock. The Plan permits the grants of common stock or options to purchase common stock. As plan administrator, the Board of Directors has sole discretion to set the price of the options. Further, the Board of Directors may amend or terminate the plan.
Stock options cancelled	3,250,000
2014 Stock Awards Plan [Member] | Stock Options [Member] | Two 10% Convertible Promissory Notes [Member]
Stock options exchanged for debt	1,500,000