Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40447 | |
Entity Registrant Name | NEXTPLAT CORP | |
Entity Central Index Key | 0001058307 | |
Entity Tax Identification Number | 65-0783722 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3250 Mary St. | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Coconut Grove | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33133 | |
City Area Code | (305) | |
Local Phone Number | 560-5355 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,293,096 | |
Common Stock, par value $0.0001 [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | NXPL | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | NXPLW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 21,907,935 | $ 17,267,978 |
Accounts receivable, net | 420,143 | 349,836 |
Inventory | 1,473,192 | 1,019,696 |
Unbilled revenue | 92,144 | 100,422 |
VAT receivable | 458,373 | 491,417 |
Prepaid expenses – current portion | 123,300 | 97,068 |
Other current assets | 48,539 | |
Total current assets | 24,475,087 | 19,374,956 |
Property and equipment, net | 1,025,196 | 1,042,859 |
Right of use | 13,840 | 22,643 |
Intangible assets, net | 68,750 | 75,000 |
Prepaid expenses – long term portion | 49,650 | 49,867 |
Total assets | 25,632,523 | 20,565,325 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,415,545 | 1,063,344 |
Contract liabilities | 30,364 | 36,765 |
Note payable Coronavirus loans– current portion | 65,690 | 56,391 |
Due to related party | 55,045 | 35,308 |
Lease liabilities - current | 11,045 | 19,763 |
Provision for income taxes | 18,226 | 56,781 |
Stock subscription payable | 1,400,000 | |
Liabilities from discontinued operations | 112,397 | 112,397 |
Total current liabilities | 1,708,312 | 2,780,749 |
Long term liabilities: | ||
Note payable Coronavirus loans– long term | 218,967 | 253,757 |
Total Liabilities | 1,927,279 | 3,034,506 |
Stockholders’ Equity: | ||
Preferred Stock, $0.0001 par value; 3,333,333 shares authorized | ||
Common stock, ($0.0001 par value; 50,000,000 shares authorized, 9,293,096 shares issued and outstanding as of March 31, 2022 and 7,053,146 outstanding at December 31, 2021, respectively) | 929 | 705 |
Additional paid-in capital | 46,552,707 | 39,513,093 |
Accumulated (deficit) | (22,836,298) | (21,986,215) |
Accumulated other comprehensive income (loss) | (12,094) | 3,236 |
Total stockholders’ equity | 23,705,244 | 17,530,819 |
Total liabilities and stockholders’ equity | $ 25,632,523 | $ 20,565,325 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 24, 2019 | Mar. 05, 2016 | Mar. 04, 2016 |
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 3,333,333 | 3,333,333 | 50,000,000 | 50,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 750,000,000 | 750,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 9,293,096 | 7,053,146 | |||
Common Stock, Shares, Outstanding | 9,293,096 | 7,053,146 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 3,577,778 | $ 1,461,428 |
Cost of sales | 2,776,685 | 1,023,911 |
Gross profit | 801,093 | 437,517 |
Operating expenses: | ||
Selling, general and administrative | 574,350 | 175,890 |
Salaries, wages and payroll taxes | 635,576 | 208,174 |
Professional fees | 326,213 | 278,682 |
Depreciation and amortization | 99,569 | 73,700 |
Total operating expenses | 1,635,708 | 736,446 |
(Loss) before other expenses and income taxes | (834,615) | (298,929) |
Interest expense | 3,243 | 520,694 |
Interest earned | (4,956) | |
Foreign currency exchange rate variance | 17,181 | (16,481) |
Total other income | 15,468 | 504,213 |
Net loss | (850,083) | (803,142) |
Comprehensive (loss) income: | ||
Net loss | (850,083) | (803,142) |
Foreign currency translation adjustments | (15,330) | 1,611 |
Comprehensive loss | $ (865,413) | $ (801,531) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||
Weighted number of common shares outstanding – basic & diluted | 9,166,877 | 985,235 |
Basic and diluted net (loss) per share | $ (0.09) | $ (0.82) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 82 | $ 14,486,492 | $ (13,878,553) | $ (42,832) | $ 565,189 |
Beginning balance, shares at Dec. 31, 2020 | 817,450 | ||||
Issuance of common related to restricted stock award | 14,200 | 14,200 | |||
Issuance of common related to restricted stock award, shares | 1,000 | ||||
Comprehensive gain | 1,611 | 1,611 | |||
Net loss | (803,142) | (803,142) | |||
Issuance common stock from convertible debt | $ 42 | 458,049 | 458,091 | ||
Issuance common stock from convertible debt, shares | 418,437 | ||||
Beneficial conversion feature of convertible debt | 340,420 | 340,420 | |||
Ending balance, value at Mar. 31, 2021 | $ 124 | 15,299,161 | (14,681,695) | (41,221) | 576,369 |
Ending balance, shares at Mar. 31, 2021 | 1,236,887 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 705 | 39,513,093 | (21,986,215) | 3,236 | 17,530,819 |
Beginning balance, shares at Dec. 31, 2021 | 7,053,146 | ||||
Issuance of common related to offering | $ 223 | 7,004,815 | 7,005,038 | ||
Issuance of common related to offering, shares | 2,229,950 | ||||
Issuance of common related to restricted stock award | $ 1 | 34,799 | 34,800 | ||
Issuance of common related to restricted stock award, shares | 10,000 | ||||
Comprehensive gain | (15,330) | (15,330) | |||
Net loss | (850,083) | (850,083) | |||
Ending balance, value at Mar. 31, 2022 | $ 929 | $ 46,552,707 | $ (22,836,298) | $ (12,094) | $ 23,705,244 |
Ending balance, shares at Mar. 31, 2022 | 9,293,096 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (850,083) | $ (803,142) | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||
Depreciation expense | 93,319 | 67,450 | $ 292,102 |
Amortization of intangible asset | 6,250 | 6,250 | |
Amortization of right to use | 8,803 | 7,563 | |
Amortization of convertible debt, net | 501,164 | ||
Stock based compensation | 34,800 | 14,200 | |
Change in operating assets and liabilities: | |||
Accounts receivable | (70,307) | (94,176) | |
Inventory | (453,496) | (239,490) | |
Unbilled revenue | 8,278 | (2,067) | |
Prepaid expense | (26,232) | ||
Other current assets | 48,539 | (19,195) | |
VAT receivable | 33,044 | ||
Accounts payable and accrued liabilities | 352,201 | 114,261 | |
Lease liabilities | (8,718) | (7,589) | |
Provision for income taxes | (38,555) | 164 | |
Contract liabilities | (6,401) | (5,157) | |
Net cash used in operating activities | (868,558) | (459,764) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (67,997) | (459) | |
Net cash used in investing activities | (67,997) | (459) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from (repayments to) note payable, related party, net | 19,737 | (226) | |
Proceeds from common stock offering | 5,605,038 | ||
Repayments of note payable | (60,643) | ||
Repayments to note payable Coronavirus loans | (16,422) | ||
Proceeds of convertible debt | 350,000 | ||
Net cash provided by financing activities | 5,608,353 | 289,131 | |
Effect of exchange rate on cash | (31,841) | 1,611 | |
Net increase (decrease) in cash | 4,639,957 | (169,481) | |
Cash beginning of period | 17,267,978 | 728,762 | 728,762 |
Cash end of period | 21,907,935 | 559,282 | $ 17,267,978 |
Cash paid during the period for | |||
Interest | 3,243 | ||
Income tax | 38,555 | ||
Non-cash adjustments during the period for | |||
Common stock issued for stock subscription payable | 1,400,000 | ||
Beneficial conversion feature on convertible debt | 340,420 | ||
Conversion of convertible debt into common shares | $ 458,091 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the three months ending March 31, 2022, are not necessarily indicative of the results for the remainder of the fiscal year. The consolidated financial statements as of December 31, 2021, have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of NextPlat Corp F/K/A/ Orbsat Corp (the “Company”) for the year ended December 31, 2021, which are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. The consolidated balance sheet as of December 31, 2021 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. and Global Telesat Communications Ltd. All material intercompany balances and transactions have been eliminated in consolidation. . Description of Business NextPlat Corp, a Nevada corporation (the “Company”), was formerly Orbsat Corp (“NextPlat”). The business of NextPlat has been, and is currently, the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing a comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”) is currently in the design and development phase and will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock A wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in order to change the Company’s corporate name from Orbsat Corp to NextPlat Corp. This name change was effective as of January 21, 2022. The name change was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on December 16, 2021. All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 21,657,935 Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2022, and December 31, 2021, there were no allowances for doubtful accounts. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. Prepaid expenses Prepaid expenses amounted to $ 172,950 146,935 Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three months ended March 31, 2022, closing rate at 1.3138 1.3419173 1.3783 1.379068 1.353372 1.375083 Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited condensed consolidated balance sheets as current liabilities. At March 31, 2022 and December 31, 2021, we had contract liabilities of approximately $ 30,364 and $ 36,765 , respectively. Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended March 31, 2022 and March 31, 2021, respectively. Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $ 0 Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. At March 31, 2022 and December 31, 2021, the Company had aggregated current and long-term operating lease liabilities of $ 11,045 and $ 19,763 , respectively, and right of use assets of $ 13,840 and $ 22,643 , respectively. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2022 and the March 31, 2021, there were no expenditures on research and development. Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the year ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS March 31, 2022 March 31, 2021 Convertible notes payable (1) - 87,697 Stock Options 929,701 7,809 Stock Warrants 2,530,092 1,000 Total 3,459,793 96,506 (1) 87,697 1,186,176 4.99 Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note 12). Recent Accounting Pronouncements NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounting Pronouncements Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 2 - INVENTORIES At March 31, 2022 and December 31, 2021, inventories consisted of the following: SCHEDULE OF INVENTORIES March 31, 2022 December 31, 2021 Finished goods $ 1,473,192 $ 1,019,696 Less reserve for obsolete inventory - - Total $ 1,473,192 $ 1,019,696 For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company did not make any change for reserve for obsolete inventory. |
VAT RECEIVABLE
VAT RECEIVABLE | 3 Months Ended |
Mar. 31, 2022 | |
Vat Receivable | |
VAT RECEIVABLE | NOTE 3 – VAT RECEIVABLE On January 1, 2021, VAT rules relating to imports and exports between the UK and EU changed as a result, of the UK’s departure from the EU, (“BREXIT”). For the three months ended March 31, 2022 and the year ended December 31, 2021, the Company recorded a receivable in the amount of $ 458,373 and $ 491,417 for amounts available to reclaim against the tax liability from UK and EU countries. Subsequently to March 31, 2022, the Company has received a total of £ 33,978 or $ 44,640 , using an exchange rate close of 1.31380 GBP:USD, in regard to this receivable. |
PREPAID EXPENSES
PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses amounted to $ 172,950 146,935 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT At March 31, 2022 and December 31, 2021, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 December 31, 2021 Office furniture and fixtures $ 16,472 $ 16,969 Computer equipment 66,400 67,458 Rental equipment 51,738 53,296 Appliques 2,160,096 2,160,096 Website development 314,099 247,541 Less accumulated depreciation (1,583,609 ) (1,502,501 ) Total $ 1,025,196 $ 1,042,859 Depreciation expense was $ 93,319 67,450 292,102 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS On December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain contracts from Global Telesat Corp. (“GTC”). These contracts permit the Company to utilize the Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network. The purchase price for the contracts of $ 250,000 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – INTANGIBLE ASSETS (continued) Included in the purchased assets are: (i) the rights and benefits granted to GTC under each of the Globalstar Contracts, subject to certain exclusions, (ii) account and online access to the Globalstar Cody Simplex activation system, (iii) GTC’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of GTC’s rights and benefits directly and exclusively related to the Globalstar Contracts. Amortization of customer contracts are included in depreciation and amortization. For the three months ended March 31, 2022 and 2021, the Company amortized $ 6,250 and $ 6,250 , respectively. Future amortization of intangible assets is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 $ 18,750 2023 25,000 2024 25,000 Total $ 68,750 For the three months ended March 31, 2022 and 2021, there were no |
ACCOUNTS PAYABLE AND ACCRUED OT
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES March 31, 2022 December 31, 2021 Accounts payable $ 1,190,017 $ 846,380 Rental deposits 4,927 2,030 Customer deposits payable 61,802 59,733 Accrued wages & payroll liabilities 44,347 20,107 VAT liability & sales tax payable 12,715 6,203 Pre-merger accrued other liabilities 88,448 88,448 Accrued interest - 138 Accrued other liabilities 13,289 40,305 Total $ 1,415,545 $ 1,063,344 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CORONAVIRUS LOANS
CORONAVIRUS LOANS | 3 Months Ended |
Mar. 31, 2022 | |
Coronavirus Loans | |
CORONAVIRUS LOANS | NOTE 8 CORONAVIRUS LOANS On April 20, 2020, the Board of Directors the Company (the”Board”), approved for its wholly owned UK subsidiary, Global Telesat Communications LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £ 250,000 . On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £ 250,000 , or USD $ 338,343 at an exchange rate of GBP:USD of 1.3533720 . The Debenture bears interest beginning July 16, 2021, at a rate of 3.99 % per annum over the Bank of England Base Rate ( 0.1 % as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term of 6 years from the date of drawdown, July 15, 2026 , the “Maturity Date”. The first repayment of £ 4,166.67 (exclusive of interest) was made 13 month(s) after July 16, 2020. Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds of the Debenture are to be used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. As of March 31, 2022, and December 31, 2021, the Company has recorded $ 65,690 and $ 56,391 as current portion of notes payable and $ 218,967 and $ 253,757 as notes payable long term, respectively. On May 8, 2020, NextPlat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan. The loan was for $ 20,832 and had a term of 2 years, of which the first 6 months are deferred at an interest rate of 1 %. On May 23, 2021, BlueVine, the Company’s SBA approved mortgage lender and originator, notified the Company, that the loan in the amount of $ 20,832 , had been forgiven. As of December 31, 2021, the Company has recorded $ 20,832 as forgiveness of debt. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY Capital Structure On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation. On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 750,000,000 50,000,000 220,000,000 200,000,000 20,000,000 Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150 On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split 0.0001 0.0001 750,000,000 50,000,000 50,000,000 3,333,333 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - STOCKHOLDERS’ EQUITY (continued) On May 28, 2021, the Company effected a reverse stock split of its common stock at a ratio of 1-for-5 1-for-5 reverse stock split Listing on the Nasdaq Capital Market Our common stock and warrants have been trading on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022. Prior to January 21, 2022, our common stock and warrants were traded on the Nasdaq Capital Market under the symbols “OSAT” and “OSATW,” respectively. The authorized capital of the Company consists of 50,000,000 0.0001 3,333,333 0.0001 9,293,096 7,053,146 0 Preferred Stock As of March 31, 2022, there were 3,333,333 As of March 31, 2022, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, and no shares issued and outstanding. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - STOCKHOLDERS’ EQUITY (continued) Warrants As of March 31, 2022, there were 2,836,092 registered warrants to purchase common stock authorized of which 2,530,092 registered warrants were issued and outstanding, at an exercise price of $ 5.00 and unregistered underwriter warrants of 144,000 issued and outstanding, at an exercise price of $ 5.50 . The warrants expire in June of 2026. A summary of the status of the Company’s total outstanding warrants and changes during the year ended December 31, 2021 and the three months ended March 31, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 1.37 Granted 3,456,000 5.00 - Exercised (925,908 ) (5.00 ) - Forfeited - - - Cancelled (800 ) (300.00 ) - Balance outstanding and exercisable at December 31, 2021 2,530,092 $ 5.00 4.42 Balance at January 1, 2022 2,530,092 $ 5.00 4.42 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at March 31, 2022 2,530,092 $ 5.00 4.18 Common Stock As of March 31, 2022, there were 50,000,000 9,293,096 January 2022 Private Placement of Common Stock On December 31, 2021, after markets closed, a securities purchase agreement (the “Purchase Agreement”) was circulated to, and signatures were received from, certain institutional and accredited investors (the “December Investors”) in connection with the sale in a private placement by the Company of 2,229,950 3.24 The closing of the December Offering occurred on January 5, 2022. The Company received gross proceeds from the sale of the common stock in the December Offering of approximately $ 7.2 The Company intends to use the proceeds from the December Offering for general corporate purposes, including potential acquisitions and joint ventures. 73 In connection with the December Offering, the Company entered into a registration rights agreement with the December Investors (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to prepare and file with the SEC a registration statement to register for resale the shares of the Company’s common stock sold in the Offering. The shares of common stock offered and sold in the December Offering were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The terms of the transaction disclosed above, including the provisions of the Purchase Agreement and Registration Rights Agreement, were approved by the Board of Directors; and because some of the securities were offered and sold to officers and directors of the Company, such terms were separately reviewed and approved by the Audit Committee of the Board of Directors. On January 5, 2022, the Company issued 2,229,950 shares of common stock pursuant to a private placement offering at a per share price of $ 3.24 , resulting in gross proceeds of $ 7,225,038 . Legal and registration fees amounted to $ 220,000 , resulting in net proceeds of $ 7,005,038 . Prior to the private placement close, proceeds of $ 1,400,000 Restricted Stock Award On January 21, 2022, the Company issued 10,000 shares of common stock in connection with restricted stock awards, with a fair market value of $ 3.48 per share, on the date of issuance. All shares were fully vested and upon issuance resulted in stock-based compensation of $ 34,800 . Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - STOCKHOLDERS’ EQUITY (continued) Stock Options A summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Weighted Weighted Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 400,000 Exercised (19,200 ) Forfeited (917 ) Cancelled (50,000 ) Balance outstanding and excercisable at December 31, 2021 929,892 $ 3.53 7.36 Balance at January 1, 2022 929,892 $ 3.53 7.36 Granted - - - Exercised - - - Forfeited (191 ) - - Cancelled - - - Balance outstanding and excercisable at March 31, 2022 929,701 $ 3.42 7.12 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS As of March 31, 2022, the accounts payable due to related party includes advances for inventory and services due to David Phipps of $ 47,457 and Charles Fernandez of $ 7,588 . Total related party payments due as of March 31, 2022 and December 31, 2021 were $ 55,045 and $ 35,308 , respectively. Those related party payables are non-interest bearing and due on demand. The Company’s UK subsidiary, GTC had an over-advance line of credit with HSBC, for working capital needs, which was not renewed by the Company on December 31, 2021. The over-advance limit was £ 25,000 or $ 33,834 at an exchange rate of GBP:USD 1.353372 , with interest at 5.50 % over Bank of England’s base rate or current rate of 6.25 % variable. The advance was guaranteed by David Phipps, the Company’s President and Chief Executive Officer of Global Operations. The Company uses an American Express account for Orbital Satcom Corp and an American Express account for GTC, both in the name of David Phipps who personally guarantees the balance owed. The Company employs three individuals who are related to Mr. Phipps. These three individuals earned gross wages totaling $ 33,078 and $ 19,699 for the three months ended March 31, 2022 and 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business closures. The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate the negative impact on us. Although we expect the availability of vaccines and various treatments with respect to COVID-19 to have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments is uncertain. In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development, are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed. If the vaccines prove less effective than currently understood by the scientific community and the United States Food and Drug Administration, or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines, the pandemic may last longer, and could continue to impact our business for longer, than we currently expect. In response to COVID-19, governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations to practice social distancing. Although many governmental measures have had specific expiration dates, some of those measures have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the implementation of any potential future measures, especially if cases increase again across the United States, with the potential for additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the initial strain. Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers. We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the size of our workforce in the future; such reductions incur costs, and we can provide no assurance that we will be able to rehire our workforce in the event our business experiences a subsequent recovery. We took steps to curtail our operating expenses and conserve cash. We may elect or need to take additional remedial measures in the future as the information available to us continues to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers. There is no certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future, will be sufficient to mitigate the risks posed by COVID-19. Further, such measures could potentially materially adversely affect our business, financial condition and results of operations and create additional risks for us. Any escalation of COVID-19 cases across many of the markets we serve could have a negative impact on us. Specifically, we could be adversely impacted by limitations on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our stores to close or employees to remain at home; limitation of carriers to deliver our product to customers; product shortages; limitations on the ability of our customers to conduct their business and purchase our products and services; and limitations on the ability of our customers to pay us in a timely manner. These events could have a material, adverse effect on our results of operations, cash flows and liquidity. The ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will depend on future developments. The resumption of our normal business operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service providers. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable. Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current recession and any recession that may occur in the future. The success of our business depends on our global operations, including our supply chain and consumer demand, among other things. As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues. Our results of operations for the three months ended March 31, 2022 and for the years ended December 31, 2021 and December 31, 2020, reflect this impact; however, we expect that this trend may continue, and the full extent of the impact is unknown. In recent months, some governmental agencies in the US and Europe, where we produce the largest percentage of our sales, have lifted certain restrictions. However, if customer demand continues to be low, our future equipment sales, subscriber activations and sales margin will be impacted. Appointment of Director; Compensatory Arrangements of Director On January 7, 2022, the Board appointed Rodney Barreto as a new director to the Board, effective January 20, 2022. No decision has been made with respect to the naming of Mr. Barreto to any regular committees of the Board. In connection with Mr. Barreto’s appointment to the Board, the Company executed a Director Services Agreement (the “Director Agreement”) with Mr. Barreto on January 11, 2022. The Director Agreement has a two 48,000 20,000 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued) Employment Agreements 2021 Phipps Employment Agreement On June 5, 2021, the Company entered into a three year employment agreement with Mr. Phipps that was effective as of June 2, 2021, (the “2021 Phipps Employment Agreement”). Under the terms of the 2021 Phipps Employment Agreement, Mr. Phipps serves as the serve as President of the Company and Chief Executive Officer of Global Operations. The term will be automatically extended for additional one-year terms thereafter unless terminated by the Company or Mr. Phipps by written notice. Mr. Phipps’ annual base compensation under the 2021 Phipps Employment Agreement is an aggregate of $350,000. The Company may increase (but not decrease) his compensation during its term. In addition, Mr. Phipps is entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Mr. Phipps is also entitled to participate in any other executive compensation plans adopted by the Board of Directors, and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee may from time to time determine (the “Share Awards”). Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any additional terms and conditions as are provided in the granting documents or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the equity incentive plan. The Company is required to pay or to reimburse Mr. Phipps for all reasonable out-of-pocket expenses actually incurred or paid by Mr. Phipps in the course of his employment, consistent with the Company’s policy. Mr. Phipps will be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The 2021 Phipps Employment Agreement may be terminated based on death or disability of Mr. Phipps, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The 2021 Phipps Employment Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021, the 2021 Phipps Employment Agreement was amended in order to, among other things, (i) increase Mr. Phipps’ compensation to include a car allowance of $1,000 a month and (ii) clarify Mr. Phipps position to be President of NextPlat Corp and the Chief Executive Officer of Global Operations. Fernandez Employment Agreements On May 23, 2021, the Company entered into a three (3) year Employment Agreement (the “May Agreement”) with Mr. Charles M. Fernandez to serve as Chairman of the Board. However, two weeks later on June 2, 2021, the Company entered into a new employment agreement (the “June Agreement”) with Mr. Fernandez, which superseded and replaced “the May Agreement.” The June Agreement has an initial term of 5 years effective on May 28, 2021. Under the June Agreement, Mr. Fernandez will serve as the Chairman and Chief Executive Officer of the Company. The June Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Mr. Fernandez by written notice. Mr. Fernandez’s annual base compensation under the June Agreement is $ 350,000 per year. The Company may increase (but not decrease) his compensation during the June Agreement’s term. In addition, Mr. Fernandez is entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee. Mr. Fernandez is also entitled to participate in any other executive compensation plans adopted by the Board and is eligible for such grants of Share Awards. Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any additional terms and conditions as are provided therein or in any award certificate(s), which will supersede any conflicting provisions governing Share Awards provided under the equity incentive plan. The Company is required to pay or to reimburse Mr. Fernandez for all reasonable out-of-pocket expenses actually incurred or paid by Mr. Fernandez in the course of his employment, consistent with the Company’s policy. Mr. Fernandez is entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The June Agreement may be terminated based on death or disability of Mr. Fernandez, for cause or without good reason, for cause or with good reason, as a result of the change of control of the Company and at the option of Mr. Fernandez with or without cause. The June Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued) The Company will also reimburse Mr. Fernandez for any and all premium payments made by him to obtain and continue personal catastrophe and disability insurance coverages for himself, which policy will have policy limits not to exceed one hundred percent ( 100 %) of his base salary per annum at any given time. In addition, the Company will pay for any and all travel-related expenses incurred by Mr. Fernandez and/or his immediate family members, not to exceed $ 10,000 per fiscal year, regardless of whether or not such expenses are incurred by Mr. Fernandez in connection with services or duties to be performed by him as an employee of the Company. The Company will also pay for any and all fees and costs incurred by Mr. Fernandez in connection with professional services provided to him, not to exceed $ 10,000 per year, including, without limitation, services provided to the Company by attorneys, accountants, financial planners and the like, regardless of whether or not such services are provided to Mr. Fernandez in connection with his employment with the Company. In addition, the June Agreement (which repeats, but not duplicates, a grant of restricted stock made under the May Agreement), Mr. Fernandez received an award of restricted stock with a grant date fair value equal to $ 3,000,000 5 If Mr. Fernandez’s employment is terminated for any reason at any time by the Company prior to the full vesting of the RSA without “Cause” (as that term is defined in the June Agreement), the RSA will vest and Mr. Fernandez will receive all right, title and interest in the balance of the securities granted to him in the RSA. During the term of the June Agreement and so long as Mr. Fernandez is employed by the Company, he may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors. On August 7, 2021, the June Agreement was amended in order to, among other things, increase Mr. Fernandez’s compensation by (i) providing for medical plan coverage for Mr. Fernandez and his family at the expense of the Company, and (ii) providing for an auto allowance $ 1,000 Ellenoff Employment Agreement On August 24, 2021, Douglas S. Ellenoff was appointed to the positions of Chief Business Development Strategist of the “Company” and Vice Chairman of the Board of Directors of the Company. The appointment was made on the approval and recommendation of the Nominating Committee of the Board. Mr. Ellenoff was not appointed to any committees of the Board. In connection with Mr. Ellenoff’s appointment to the position of Chief Business Development Strategist of the Company, Mr. Ellenoff and the Company entered into a three year Employment Agreement, dated August 24, 2021 (the “Ellenoff Agreement”). Mr. Ellenoff will be nominated and renominated to serve on the Board during the term of the agreement. Under the terms of the Ellenoff Agreement, Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 were issued within 5 business days of the execution of the Ellenoff Employment Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Company’s Common Stock, 300,000 of which were within 5 business days of the execution of the Ellenoff Employment Agreement and vested immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. Such options have an exercise price of $ 5.35 per share and will terminate 5 years after they vest. These equity awards to Mr. Ellenoff were material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued) Carlise Employment Agreement On June 22, 2021, the Company appointed Theresa Carlise as Controller, Treasurer and Secretary. In connection with Ms. Carlise’s appointment, Ms. Carlise and the Company entered into an employment agreement (the “Carlise Agreement”) with an initial term of one year The term of the Carlise Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Ms. Carlise by written notice. Ms. Carlise’s annual base compensation is $ 180,000 . The Carlise Agreement provides for medical plan coverage and an auto allowance. The Company may increase (but not decrease) her compensation during its term. In addition, Ms. Carlise will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors. Ms. Carlise is also entitled to participate in any other executive compensation plans adopted by the Board of Directors and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company may from time to time determine. The Company is required to pay or to reimburse Ms. Carlise for all reasonable out-of-pocket expenses actually incurred or paid by Ms. Carlise in the course of her employment, consistent with the Company’s policy. Ms. Carlise shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior Employees. The Carlise Agreement may be terminated based on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The Carlise Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021, on the approval and recommendation of the Compensation Committee, the Company entered into the Carlise Agreement to, among other things, change Ms. Carlise’s title to “Chief Accounting Officer, Secretary and Treasurer. On October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent approval of the Board, the Company entered into an amendment to Carlise, the Company’s Chief Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1 year to 3 years (the “Carlise Amendment”). NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued) Thomson Employment Agreement On August 24, 2021, Paul R. Thomson was appointed to the position of Executive Vice President of the Company. Mr. Thomson’s appointment as Executive Vice President was effective on August 24, 2021, the date of that certain Employment Agreement between Mr. Thomson and the Company (the “Thomson Agreement”). The Thomson Agreement has an initial term of three 250,000 In connection with Mr. Thomson’s employment, and as a material inducement to enter into the Thomson Agreements, Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson became the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”). Cohen Employment Agreement On October 7, 2021, the Board appointed Andrew Cohen as Senior Vice President of Operations of the Company, effective October 8, 2021. In connection with Mr. Cohen’s appointment, the Company entered into an employment agreement, dated October 8, 2021 (the “Cohen Agreement”), that sets forth the terms of his employment. The Cohen Agreement has an initial term of three ( 3 250,000 In connection with Mr. Cohen’s employment, and as a material inducement to enter into the Cohen Agreement, Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. Lease Agreement On December 2, 2021, the Company entered into a 62-month lease for 4,141 186,345 3 Effective July 24, 2019, a three-year lease was signed for 2,660 25,536 2,128 2,856 The UK lease does not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any leases classified as financing leases. Amortization expenses for the three months ended March 31, 2022, and 2021 were $ 8,803 7,563 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued) At March 31, 2022, the Company had current and long-term operating lease liabilities of $ 11,045 13,840 Net rent expense for the three months ended March 31, 2022 and 2021 were $ 8,516 and $ 6,384 , respectively. Litigation On June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause. Mr. Seifert asserts that the termination was not for cause and that he is owed all compensation payable under his employment agreement executed in June 2021. The Company’s position is that Mr. Seifert is not owed any additional consideration or compensation relating to his prior service with the Company or arising under any employment agreement. The Company and Mr. Seifert are currently engaged in litigation over the matter of his employment and termination. The Company believes it has adequate defenses to Mr. Seifert’s claims and has advanced claims against Mr. Seifert including, but not limited to, breach of the employment agreement, breach of the fiduciary, fraud in the inducement in connection with the employment agreement, fraudulent misrepresentation, and constructive fraud. The Company does not expect to seek substantial monetary relief in the litigation. From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 12 - CONCENTRATIONS Customers: Amazon accounted for 45.9 53.6 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 12 – CONCENTRATIONS (continued) Suppliers: The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended March 31, 2022 and 2021. SCHEDULE OF CONCENTRATION RISK March 31, 2022 March 31, 2021 Globalstar Europe $ 92,799 3.1 % $ 140,829 10.1 % Garmin $ 415,965 14.0 % $ 236,243 16.9 % Network Innovations $ 320,516 10.8 % $ 129,931 9.3 % Cygnus Telecom $ 940,914 31.7 % $ 132,519 9.5 % Satcom Global $ 282,830 9.5 % $ 239,805 17.2 % Geographic The following table sets forth revenue as to each geographic location, for the three months ended March 31, 2022 and 2021: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION March 31, 2022 March 31, 2021 Europe $ 2,899,398 81.0 % $ 1,012,258 69.0 % North America 437,216 12.2 % 308,072 21.0 % South America 11,773 0.3 % 7,718 0.5 % Asia & Pacific 196,169 5.5 % 105,932 7.2 % Africa 33,222 0.9 % 27,448 1.9 % $ 3,577,778 $ 1,461,428 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS None. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. and Global Telesat Communications Ltd. All material intercompany balances and transactions have been eliminated in consolidation. . |
Description of Business | Description of Business NextPlat Corp, a Nevada corporation (the “Company”), was formerly Orbsat Corp (“NextPlat”). The business of NextPlat has been, and is currently, the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing a comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”) is currently in the design and development phase and will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities. The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock A wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in order to change the Company’s corporate name from Orbsat Corp to NextPlat Corp. This name change was effective as of January 21, 2022. The name change was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on December 16, 2021. All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 21,657,935 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2022, and December 31, 2021, there were no allowances for doubtful accounts. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. |
Prepaid expenses | Prepaid expenses Prepaid expenses amounted to $ 172,950 146,935 |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three months ended March 31, 2022, closing rate at 1.3138 1.3419173 1.3783 1.379068 1.353372 1.375083 |
Revenue Recognition and Unearned Revenue | Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited condensed consolidated balance sheets as current liabilities. At March 31, 2022 and December 31, 2021, we had contract liabilities of approximately $ 30,364 and $ 36,765 , respectively. |
Cost of Product Sales and Services | Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. |
Intangible assets | Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Property and Equipment | Property and Equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended March 31, 2022 and March 31, 2021, respectively. |
Accounting for Derivative Instruments | Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $ 0 |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. At March 31, 2022 and December 31, 2021, the Company had aggregated current and long-term operating lease liabilities of $ 11,045 and $ 19,763 , respectively, and right of use assets of $ 13,840 and $ 22,643 , respectively. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2022 and the March 31, 2021, there were no expenditures on research and development. |
Earnings per Common Share | Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the year ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS March 31, 2022 March 31, 2021 Convertible notes payable (1) - 87,697 Stock Options 929,701 7,809 Stock Warrants 2,530,092 1,000 Total 3,459,793 96,506 (1) 87,697 1,186,176 4.99 |
Related Party Transactions | Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note 12). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounting Pronouncements Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Appliques 10 Website development 2 |
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS | The following are dilutive common stock equivalents during the year ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS March 31, 2022 March 31, 2021 Convertible notes payable (1) - 87,697 Stock Options 929,701 7,809 Stock Warrants 2,530,092 1,000 Total 3,459,793 96,506 (1) 87,697 1,186,176 4.99 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | At March 31, 2022 and December 31, 2021, inventories consisted of the following: SCHEDULE OF INVENTORIES March 31, 2022 December 31, 2021 Finished goods $ 1,473,192 $ 1,019,696 Less reserve for obsolete inventory - - Total $ 1,473,192 $ 1,019,696 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At March 31, 2022 and December 31, 2021, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 December 31, 2021 Office furniture and fixtures $ 16,472 $ 16,969 Computer equipment 66,400 67,458 Rental equipment 51,738 53,296 Appliques 2,160,096 2,160,096 Website development 314,099 247,541 Less accumulated depreciation (1,583,609 ) (1,502,501 ) Total $ 1,025,196 $ 1,042,859 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 $ 18,750 2023 25,000 2024 25,000 Total $ 68,750 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES March 31, 2022 December 31, 2021 Accounts payable $ 1,190,017 $ 846,380 Rental deposits 4,927 2,030 Customer deposits payable 61,802 59,733 Accrued wages & payroll liabilities 44,347 20,107 VAT liability & sales tax payable 12,715 6,203 Pre-merger accrued other liabilities 88,448 88,448 Accrued interest - 138 Accrued other liabilities 13,289 40,305 Total $ 1,415,545 $ 1,063,344 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES | A summary of the status of the Company’s total outstanding warrants and changes during the year ended December 31, 2021 and the three months ended March 31, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 1.37 Granted 3,456,000 5.00 - Exercised (925,908 ) (5.00 ) - Forfeited - - - Cancelled (800 ) (300.00 ) - Balance outstanding and exercisable at December 31, 2021 2,530,092 $ 5.00 4.42 Balance at January 1, 2022 2,530,092 $ 5.00 4.42 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at March 31, 2022 2,530,092 $ 5.00 4.18 |
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES | A summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Weighted Weighted Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 400,000 Exercised (19,200 ) Forfeited (917 ) Cancelled (50,000 ) Balance outstanding and excercisable at December 31, 2021 929,892 $ 3.53 7.36 Balance at January 1, 2022 929,892 $ 3.53 7.36 Granted - - - Exercised - - - Forfeited (191 ) - - Cancelled - - - Balance outstanding and excercisable at March 31, 2022 929,701 $ 3.42 7.12 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended March 31, 2022 and 2021. SCHEDULE OF CONCENTRATION RISK March 31, 2022 March 31, 2021 Globalstar Europe $ 92,799 3.1 % $ 140,829 10.1 % Garmin $ 415,965 14.0 % $ 236,243 16.9 % Network Innovations $ 320,516 10.8 % $ 129,931 9.3 % Cygnus Telecom $ 940,914 31.7 % $ 132,519 9.5 % Satcom Global $ 282,830 9.5 % $ 239,805 17.2 % |
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION | The following table sets forth revenue as to each geographic location, for the three months ended March 31, 2022 and 2021: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION March 31, 2022 March 31, 2021 Europe $ 2,899,398 81.0 % $ 1,012,258 69.0 % North America 437,216 12.2 % 308,072 21.0 % South America 11,773 0.3 % 7,718 0.5 % Asia & Pacific 196,169 5.5 % 105,932 7.2 % Africa 33,222 0.9 % 27,448 1.9 % $ 3,577,778 $ 1,461,428 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Appliques [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
SCHEDULE OF DILUTIVE COMMON STO
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS (Details) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 3,459,793 | 96,506 | |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | [1] | 87,697 | |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 929,701 | 7,809 | |
Stock Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,530,092 | 1,000 | |
[1] | 87,697 1,186,176 4.99 |
SCHEDULE OF DILUTIVE COMMON S_2
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS (Details) (Parenthetical) - Convertible Notes Payable One [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares issued upon conversion | shares | 87,697 |
Stock conversion amount | $ | $ 1,186,176 |
Beneficial ownership limitations percentage | 4.99% |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | May 28, 2021 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Apr. 21, 2010 | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||||||||||
Reverse stock split issued and outstanding | ratio of 1-for-5 | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | 1:150 reverse split of our common stock | |||||
Cash, FDIC insured amount | $ 250,000 | |||||||||
Cash, uninsured amount | 21,657,935 | |||||||||
Prepaid expenses | 172,950 | $ 146,935 | ||||||||
Contract liabilities | $ 30,364 | 36,765 | ||||||||
Intangible asset, amortization period | 10 years | |||||||||
Share-based payment award, replacement, repurchase price | $ / shares | $ 0 | |||||||||
Income tax examination, description | Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. | |||||||||
Long term operating lease liabilities | $ 11,045 | 19,763 | ||||||||
Operating lease right use of asset | 13,840 | $ 22,643 | ||||||||
Research and development | $ 0 | $ 0 | ||||||||
US$: GBP [Member] | Closing Rate [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Foreign currency translation rate | 1.3138 | 1.3783 | 1.353372 | |||||||
US$: GBP [Member] | Quarterly Average Rate [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Foreign currency translation rate | 1.3419173 | 1.379068 | 1.375083 | |||||||
Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Cash, FDIC insured amount | $ 250,000 | |||||||||
EClips Media Technologies, Inc [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Reverse stock split issued and outstanding | effecting a 2:1 forward split |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 1,473,192 | $ 1,019,696 | |
Less reserve for obsolete inventory | |||
Total | $ 1,473,192 | $ 1,019,696 | $ 1,019,696 |
VAT RECEIVABLE (Details Narrati
VAT RECEIVABLE (Details Narrative) | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Mar. 25, 2022 | Dec. 31, 2021USD ($) |
Vat Receivable | ||||
Value added tax receivables | $ 458,373 | $ 491,417 | ||
Grants Receivable, Current | $ 44,640 | € 33,978 | ||
Foreign Currency Exchange Rate, Translation | 1.31380 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Prepaid expenses | $ 172,950 | $ 146,935 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Office furniture and fixtures | $ 16,472 | $ 16,969 |
Computer equipment | 66,400 | 67,458 |
Rental equipment | 51,738 | 53,296 |
Appliques | 2,160,096 | 2,160,096 |
Website development | 314,099 | 247,541 |
Less accumulated depreciation | (1,583,609) | (1,502,501) |
Total | $ 1,025,196 | $ 1,042,859 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 93,319 | $ 67,450 | $ 292,102 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 18,750 | |
2023 | 25,000 | |
2024 | 25,000 | |
Total | $ 68,750 | $ 75,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | Dec. 10, 2014 | Mar. 31, 2022 | Mar. 31, 2021 |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 6,250 | $ 6,250 | |
Contracts [Member] | |||
Goodwill [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 250,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,190,017 | $ 846,380 |
Rental deposits | 4,927 | 2,030 |
Customer deposits payable | 61,802 | 59,733 |
Accrued wages & payroll liabilities | 44,347 | 20,107 |
VAT liability & sales tax payable | 12,715 | 6,203 |
Pre-merger accrued other liabilities | 88,448 | 88,448 |
Accrued interest | 138 | |
Accrued other liabilities | 13,289 | 40,305 |
Total | $ 1,415,545 | $ 1,063,344 |
CORONAVIRUS LOANS (Details Narr
CORONAVIRUS LOANS (Details Narrative) | Dec. 31, 2021USD ($) | May 23, 2021USD ($) | Jul. 16, 2020USD ($) | Jul. 16, 2020EUR (€) | May 08, 2020USD ($) | Apr. 20, 2020EUR (€) | Mar. 31, 2022USD ($) | Mar. 25, 2022 |
Foreign Currency Exchange Rate, Translation | 1.31380 | |||||||
Notes Payable, Noncurrent | $ 253,757 | $ 218,967 | ||||||
Note payable Coronavirus loans- current portion | 56,391 | $ 65,690 | ||||||
Debt forgiveness | $ 20,832 | |||||||
Coronavirus Loans [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.10% | |||||||
Coronavirus Loans [Member] | Payroll Protection Program [Member] | ||||||||
Proceeds from Notes Payable | $ 20,832 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||
Debt Instrument, Term | 2 years | |||||||
Debt Instrument, Decrease, Forgiveness | $ 20,832 | |||||||
Coronavirus Loans [Member] | First Repayment [Member] | ||||||||
Prepayment of balance of debentures percentage | Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. | Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. | ||||||
Coronavirus Loans [Member] | Lenders [Member] | ||||||||
Proceeds from Notes Payable | $ 338,343 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.99% | |||||||
Debt Instrument, Term | 6 years | 6 years | ||||||
Line of Credit Facility, Expiration Date | Jul. 15, 2026 | Jul. 15, 2026 | ||||||
GBP [Member] | Coronavirus Loans [Member] | First Repayment [Member] | ||||||||
Notes Payable, Noncurrent | € | € 4,166.67 | |||||||
GBP [Member] | Coronavirus Loans [Member] | Lenders [Member] | ||||||||
Proceeds from Notes Payable | € | € 250,000 | |||||||
US$: GBP [Member] | Coronavirus Loans [Member] | Lenders [Member] | ||||||||
Foreign Currency Exchange Rate, Translation | 1.3533720 | |||||||
Global Telesat Communications Limited [Member] | Maximum [Member] | GBP [Member] | ||||||||
Proceeds from Notes Payable | € | € 250,000 |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of warrants, Beginning Balance | 2,530,092 | 800 |
Weighted average exercise price, beginning balance | $ 5 | $ 300 |
Weighted Average Remaining Contractual Life (Years), Beginning Balance | 4 years 5 months 1 day | 1 year 4 months 13 days |
Number of warrants, Granted | 3,456,000 | |
Weighted average exercise price, granted | $ 5 | |
Number of warrants, Exercised | (925,908) | |
Weighted average exercise price, exercised | $ (5) | |
Number of warrants, Forfeited | ||
Weighted average exercise price, forfeited | ||
Number of warrants, Cancelled | (800) | |
Weighted average exercise price, cancelled | $ (300) | |
Number of warrants, ending balance | 2,530,092 | 2,530,092 |
Weighted average exercise price, ending balance | $ 5 | $ 5 |
Weighted average remaining contractual Llfe (Years), ending balance | 4 years 2 months 4 days | 4 years 5 months 1 day |
Number of warrants, Exercised | 925,908 | |
Weighted average exercise price, exercised | $ 5 | |
Number of warrants, Cancelled | 800 |
SCHEDULE OF OUTSTANDING STOCK O
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Number of options, outstanding balance beginning | 929,892 | 600,009 | 929,892 | 600,009 |
Weighted average exercise price, outstanding balance beginning | $ 3.53 | $ 2.35 | $ 3.53 | $ 2.35 |
Weighted average remaining contractual life (years), ending outstanding and exercisable | 7 years 1 month 13 days | 7 years 4 months 9 days | 7 years 4 months 9 days | 9 years 10 months 28 days |
Number of options, granted | 400,000 | |||
Number of options, exercised | (19,200) | |||
Number of options, forfeited | (191) | (917) | ||
Number of options, cancelled | (50,000) | |||
Number of options, outstanding and exercisable balance ending | 929,701 | 929,892 | 929,892 | |
Weighted average exercise price, outstanding and exercisable balance ending | $ 3.42 | $ 3.53 | $ 3.53 | |
Weighted average exercise price, granted | ||||
Number of options, exercised | 19,200 | |||
Weighted average exercise price, exercised | ||||
Weighted average exercise price, forfeited | ||||
Number of options, cancelled | 50,000 | |||
Weighted average exercise price, cancelled |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | Jan. 21, 2022 | Jan. 05, 2022 | May 28, 2021 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 28, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 02, 2022 | Mar. 05, 2016 | Mar. 04, 2016 |
Class of Stock [Line Items] | |||||||||||||
Authorized capital | 800,000,000 | 220,000,000 | |||||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 750,000,000 | 200,000,000 | ||||||||
Preffered stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 50,000,000 | 20,000,000 | ||||||||
Reverse stock split | ratio of 1-for-5 | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | 1:150 reverse split of our common stock | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 9,293,096 | 7,053,146 | |||||||||||
preferred stock, shares issued | 0 | ||||||||||||
preferred stock, shares outstanding | 0 | ||||||||||||
Common stock, shares outstanding | 9,293,096 | 7,053,146 | |||||||||||
Description of warrant expiration | June of 2026. | ||||||||||||
Proceeds from issuance of common stock | $ 7,200,000 | $ 5,605,038 | |||||||||||
Potential acquisitions percentage | 73.00% | ||||||||||||
Issuance of restricted common stock, shares | $ 34,800 | $ 14,200 | |||||||||||
Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from sale of common stock | 2,229,950 | ||||||||||||
Sale of stock price per share | $ 3.24 | ||||||||||||
Unregistered Underwriter Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant exercise price per share | $ 5.50 | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of common stock, shares | 10,000 | ||||||||||||
Share issued price per share | $ 3.48 | ||||||||||||
Issuance of restricted common stock, shares | $ 34,800 | ||||||||||||
Registered Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 2,836,092 | ||||||||||||
Common stock, shares issued | 2,530,092 | ||||||||||||
Common stock, shares outstanding | 2,530,092 | ||||||||||||
Warrant exercise price per share | $ 5 | ||||||||||||
Unregistered Underwriter Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 144,000 | ||||||||||||
Common stock, shares outstanding | 144,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Proceeds from issuance of common stock | $ 7,225,038 | ||||||||||||
Issuance of common stock, shares | 2,229,950 | ||||||||||||
Share issued price per share | $ 3.24 | ||||||||||||
Legal Fees | $ 220,000 | ||||||||||||
Proceeds from private placement | $ 7,005,038 | $ 1,400,000 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reverse stock split | reverse stock split of its common stock at a ratio of 1-for-5 | ||||||||||||
Common Stock [Member] | Reverse Split [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Reverse stock split | 1-for-5 reverse stock split |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2022GBP (£) | Mar. 31, 2021USD ($) | Mar. 25, 2022 | Dec. 31, 2021USD ($) | |
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | $ 55,045 | $ 35,308 | |||
Foreign Currency Exchange Rate, Translation | 1.31380 | ||||
HSBC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Overadvance limit | $ 33,834 | £ 25,000 | |||
Foreign Currency Exchange Rate, Translation | 1.353372 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 550.00% | ||||
Debt Instrument, Basis Spread on Variable Rate | 625.00% | 625.00% | |||
Four Individuals Related To Mr Phipps [Member] | |||||
Related Party Transaction [Line Items] | |||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 33,078 | $ 19,699 | |||
David Phipps [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 47,457 | ||||
Charles Fernandez [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | $ 7,588 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Jan. 11, 2022USD ($)shares | Dec. 02, 2021USD ($)ft² | Oct. 08, 2021 | Oct. 07, 2021USD ($) | Aug. 07, 2021USD ($) | Jun. 22, 2021USD ($) | Jun. 02, 2021USD ($)$ / shares | Jul. 24, 2019USD ($)ft² | Jul. 24, 2019GBP (£)ft² | Aug. 24, 2021USD ($)$ / shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) |
Loss Contingencies [Line Items] | |||||||||||||
Professional Fees | $ 326,213 | $ 278,682 | |||||||||||
Amortization expenses | 8,803 | 7,563 | |||||||||||
Operating lease liability | 11,045 | $ 19,763 | |||||||||||
Right of use | 13,840 | $ 22,643 | |||||||||||
Lease, Cost | $ 8,516 | $ 6,384 | |||||||||||
Director Service Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Agreement term | 2 years | ||||||||||||
Cash retainer | $ 48,000 | ||||||||||||
Stock issued during period, shares, restricted stock award, gross | shares | 20,000 | ||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement term | 5 years | ||||||||||||
Annual base compensation | $ 350,000 | ||||||||||||
Annual cash bonus percentage | 100.00% | ||||||||||||
Grant date fair value | $ 3,000,000 | ||||||||||||
Offering price | $ / shares | $ 5 | ||||||||||||
Additional compensation | $ 1,000 | ||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Professional Fees | $ 10,000 | ||||||||||||
Employment Agreements [Member] | Ellenoff [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement, description | Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 were issued within 5 business days of the execution of the Ellenoff Employment Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Company’s Common Stock, 300,000 of which were within 5 business days of the execution of the Ellenoff Employment Agreement and vested immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 5.35 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 5 years | ||||||||||||
Employment Agreements [Member] | Thomson [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement term | 3 years | ||||||||||||
Annual base compensation | $ 250,000 | ||||||||||||
Employment agreement, description | Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson became the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”). | ||||||||||||
Employment Agreements [Member] | Cohen [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement term | 3 years | ||||||||||||
Annual base compensation | $ 250,000 | ||||||||||||
Employment agreement, description | Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. | ||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Annual base compensation | $ 180,000 | ||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement term | 3 years | ||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Employment agreement term | 1 year | ||||||||||||
Lease Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Area of square feet | ft² | 4,141 | 2,660 | 2,660 | ||||||||||
Annual Rent | $ 186,345 | £ 25,536 | |||||||||||
Annual lease percentage | 3.00% | ||||||||||||
Facilities rent per month | $ 2,856 | £ 2,128 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) - Revenue Benchmark [Member] - Supplier Concentration Risk [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Globalstar Europe [Member] | ||
Concentration Risk [Line Items] | ||
Purchases | $ 92,799 | $ 140,829 |
Concentration risk percentage | 3.10% | 10.10% |
Garmin [Member] | ||
Concentration Risk [Line Items] | ||
Purchases | $ 415,965 | $ 236,243 |
Concentration risk percentage | 14.00% | 16.90% |
Network Innovations [Member] | ||
Concentration Risk [Line Items] | ||
Purchases | $ 320,516 | $ 129,931 |
Concentration risk percentage | 10.80% | 9.30% |
Cygnus Telecom [Member] | ||
Concentration Risk [Line Items] | ||
Purchases | $ 940,914 | $ 132,519 |
Concentration risk percentage | 31.70% | 9.50% |
Satcom Global [Member] | ||
Concentration Risk [Line Items] | ||
Purchases | $ 282,830 | $ 239,805 |
Concentration risk percentage | 9.50% | 17.20% |
SCHEDULE OF REVENUE FROM EACH G
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Concentration Risk [Line Items] | ||
Revenue | $ 3,577,778 | $ 1,461,428 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | 3,577,778 | 1,461,428 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 2,899,398 | $ 1,012,258 |
Concentration risk percentage | 81.00% | 69.00% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | North America [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 437,216 | $ 308,072 |
Concentration risk percentage | 12.20% | 21.00% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | South America [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 11,773 | $ 7,718 |
Concentration risk percentage | 0.30% | 0.50% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Asia Pacific [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 196,169 | $ 105,932 |
Concentration risk percentage | 5.50% | 7.20% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Africa [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 33,222 | $ 27,448 |
Concentration risk percentage | 0.90% | 1.90% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Amazon [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 45.90% | 53.60% |