Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
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 | 000-29381 | |
Entity Registrant Name | ADVANCED CONTAINER TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001096950 | |
Entity Tax Identification Number | 65-0207200 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 1620 Commerce St. | |
Entity Address, City or Town | Corona | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92878 | |
City Area Code | (951) | |
Local Phone Number | 381-2555 | |
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 | 51,901,525 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 117,478 | $ 59,367 |
Accounts receivable | 210,462 | 229,941 |
Inventories | 360,728 | 438,333 |
Prepaid expenses | 7,768 | 17,663 |
Prepaid inventories | 245,500 | 279,625 |
TOTAL CURRENT ASSETS | 941,936 | 1,024,929 |
Property and equipment, net of accumulated depreciation of $165,839 and $162,018, respectively | 43,087 | 47,721 |
Intangible assets, net of accumulated amortization of $574,072 and $508,870, respectively | 1,857,928 | 1,923,130 |
Goodwill | 1,020,314 | 1,020,314 |
Security deposits | 8,699 | 8,699 |
TOTAL ASSETS | 3,871,964 | 4,024,793 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 377,161 | 458,495 |
Accrued interest | 89,318 | 88,461 |
Payroll liabilities | 532,463 | 501,395 |
Customer deposits | 258,670 | 361,230 |
Convertible notes | 81,172 | 81,172 |
Notes payable | 249,905 | 287,487 |
Loan payable - stockholder | 320,250 | 320,411 |
TOTAL CURRENT LIABILITIES | 1,908,939 | 2,098,651 |
Commitments and contingencies (Notes 3, 5, 9 and 11) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $0.00001 per share, issuable in series: 10,000,000 shares authorized; 1,000,000 shares designated Series A Convertible Preferred stock issued and outstanding at March 31, 2022 and December 31, 2021 | 10 | 10 |
Common Stock, par value $0.00001 per share: 100,000,000 shares authorized; 51,901,525 issued and outstanding at March 31, 2022, and 51,621,524 at December 31, 2021 | 519 | 516 |
Additional paid in capital | 8,495,063 | 8,285,066 |
Accumulated deficit | (6,532,567) | (6,359,450) |
TOTAL STOCKHOLDERS' EQUITY | 1,963,025 | 1,926,142 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,871,964 | $ 4,024,793 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property and equipment, net of accumulated depreciation (in Dollars) | $ 165,839 | $ 162,018 |
Intangible assets, net of accumulated amortization (in Dollars) | $ 574,072 | $ 508,870 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,901,525 | 51,621,524 |
Common stock, shares outstanding | 51,901,525 | 51,621,524 |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 926,148 | $ 1,872,958 |
Cost of goods sold | 607,965 | 1,550,041 |
Gross profit | 318,183 | 322,917 |
Operating expenses: | ||
Advertising and marketing | 48,469 | 14,827 |
Depreciation and amortization | 69,023 | 70,440 |
Professional fees | 94,795 | 77,073 |
Share-based compensation | 0 | 270,000 |
Payroll | 183,552 | 114,818 |
General and administrative | 90,829 | 67,728 |
Total operating expenses | 486,668 | 614,886 |
Operating loss | (168,485) | (291,969) |
Non-operating income (expense) | ||
Interest expense | (4,632) | (5,004) |
Total non-operating income (expenses), net | (4,632) | (5,004) |
Net loss | $ (173,117) | $ (296,973) |
Basic loss per common share | $ 0 | $ (0.01) |
Diluted loss per common share | $ 0 | $ (0.01) |
Basic weighted average common shares outstanding | 51,214,545 | 51,166,487 |
Diluted weighted average common shares outstanding | 51,214,545 | 51,166,487 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (173,117) | $ (296,973) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 3,821 | 6,547 | |
Share-based compensation | 0 | 270,000 | |
Amortization | 65,202 | 65,202 | |
Increase (decrease) in cash from changes in operating assets and liabilities: | |||
Accounts receivable | 19,479 | (71,520) | |
Inventories | 77,605 | (165,330) | |
Prepaid expenses | 9,895 | (4,162) | |
Prepaid inventories | 34,125 | 325,000 | |
Accounts payable and accrued expenses | (80,521) | 151,532 | |
Accrued interest | 857 | (10,688) | |
Payroll liabilities | 31,068 | (1,367) | |
Customer deposits | (102,560) | (690,622) | |
NET CASH USED IN OPERATING ACTIVITIES | (114,146) | (422,381) | |
FINANCING ACTIVITIES: | |||
Repayment of debt | (37,582) | (17,370) | |
Proceeds from issuance of common stock | 210,000 | 615,000 | |
Proceeds from stockholder loan | 64,839 | 0 | |
Repayment of stockholder loan | (65,000) | (60,793) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 172,257 | 536,837 | |
INCREASE IN CASH | 58,111 | 114,456 | |
CASH - BEGINNING OF PERIOD | 59,367 | 333,368 | $ 333,368 |
CASH - END OF PERIOD | 117,478 | 447,824 | $ 59,367 |
Supplemental disclosures of cash flow information: | |||
Interest paid | $ 2,603 | $ 18,081 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances – December 31, 2020 at Dec. 31, 2020 | $ 10 | $ 510 | $ 7,400,082 | $ (5,514,394) | $ 1,886,208 |
Beginning balance, shares at Dec. 31, 2020 | 1,000,000 | 51,016,524 | |||
Issuance of common stock in private placements | $ 5 | 614,995 | 615,000 | ||
Issuance of common stock in private placements (in Shares) | 485,000 | ||||
Common stock issued in directors agreement | $ 1 | 269,999 | 270,000 | ||
Net loss | (296,973) | (296,973) | |||
Ending balance, shares at Mar. 31, 2021 | 1,000,000 | 51,621,524 | |||
Common stock issued in directors agreement, (in Shares) | 120,000 | ||||
Ending balance, value at Mar. 31, 2021 | $ 10 | $ 516 | 8,285,076 | (5,811,367) | 2,474,225 |
Balances – December 31, 2020 at Dec. 31, 2021 | $ 10 | $ 516 | 8,285,066 | (6,359,450) | 1,926,142 |
Beginning balance, shares at Dec. 31, 2021 | 1,000,000 | 51,621,524 | |||
Issuance of common stock in private placements | $ 3 | 209,997 | 210,000 | ||
Issuance of common stock in private placements (in Shares) | 280,001 | ||||
Net loss | (173,117) | (173,117) | |||
Ending balance, shares at Mar. 31, 2022 | 1,000,000 | 51,901,525 | |||
Ending balance, value at Mar. 31, 2022 | $ 10 | $ 519 | $ 8,495,063 | $ (6,532,567) | $ 1,963,025 |
Description of Business and Org
Description of Business and Organization | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Organization | Note 1 – Description of Business and Organization Advanced Container Technologies, Inc. (the “Company”) markets and sells two principal products: (i) beginning in the first quarter of 2021, GrowPods, which are specially modified insulated shipping containers manufactured by GP Solutions, Inc. (“GP”), in which plants, herbs and spices may be grown hydroponically in a controlled environment (“GrowPods”) and (ii) the Medtainer, which may be used to store pharmaceuticals, herbs, teas and other solids or liquids and can grind solids and shred herbs. The Company also markets and sells products related to GrowPods and the Medtainer. The Company also provides private labeling and branding for purchasers of Medtainers, lighters and other products. The Company was incorporated under the laws of the state of Florida on September 5, 1997. It changed its corporate name to Acology, Inc. on January 9, 2014; to Medtainer, Inc. on August 28, 2018; and to its present name on October 3, 2020. On October 9, 2020, the Company acquired all of the outstanding shares of Advanced Container Technologies, Inc., a California corporation (“ACT”), from its shareholders pursuant to an Exchange Agreement, dated August 14, 2020, and amended on September 9, 2020 (the “Exchange Agreement”), in exchange for 50,000,000 shares of the Company’s common stock (“Common Stock”). This exchange resulted in ACT’s becoming the wholly owned subsidiary of the Company. In connection with this exchange, the Company acquired a Distributorship Agreement, dated August 6, 2020, by and between ACT and GP (the “Distributorship Agreement”), under which ACT has the exclusive right to purchase GrowPods and related products from GP at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that will expire on December 31, 2025. ACT may renew the Distributorship Agreement indefinitely as long as it purchases in the last calendar year of any term the lesser of (i) 100 GrowPods or (ii) GP’s total output of GrowPods. On August 27, 2020, the Company incorporated Med X Technologies Inc. (“Med X”) in the State of California, and acquired all of its shares, such that it is the Company’s wholly owned subsidiary. The Company intends to transfer the assets used in its Medtainer and printing businesses to Med X, after which it will conduct all of its operations through Med X and ACT. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Accounting Principles The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the operating results for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2022. Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of these estimates could be affected by external conditions, including those unique to the Company’s industries, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, share-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of 3 months or less to be cash equivalents. The Company had no Accounts Receivable Included in accounts receivable on the consolidated balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based upon experience and the judgment of management, the allowance for doubtful accounts was $ 0 Inventories Inventories, which consist of products held for resale, are stated at the lower of cost (determined using the first-in first-out method) and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s consolidated statements of operations. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Furniture and fixtures are depreciated over the useful life of 7 3 7 2 Goodwill and Intangible Assets Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company records intangible assets at fair value when they are acquired and they are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recorded in the consolidated statements of operations in an amount equal to that excess. The Company amortizes its intangible assets that have finite lives using either the straight-line method or based upon estimated future cash flows to approximate the pattern in which the economic benefit of the assets will be utilized. Amortization is recorded over estimated useful lives ranging from 5 20 The Company reviews intangible assets subject to amortization at least annually to determine whether any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent than quarterly impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or assessment by a regulator. If the carrying value of an intangible asset exceeds its undiscounted cash flows, the Company will write down the carrying value to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize its remaining carrying value prospectively over its revised remaining useful life. The Company has conducted its annual impairment test of goodwill during the fourth quarter of each year. The estimation of fair value requires significant judgment. There was no Any loss resulting from an impairment test will be reflected in operating income in the Company’s consolidated statements of operations. The annual impairment testing process is subjective and requires judgment at many points. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Under ASC 606, Company recognizes revenue when a customer obtains control of promised goods or services or when they are shipped to a customer, in an amount that reflects the consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under ASC 606: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract; (c) it determines the transaction price; (d) it allocates the transaction price to the performance obligations in the contract; and (e) it recognizes revenues when (or as) it satisfies its performance obligation. Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have been recognized is 1 year or less or the amount is immaterial. Revenue from sales of items sold by the Company for the three months ended March 31, 2022, and March 31, 2021, and the percentage of sales allocable to each item to the Company’s total revenues were as follows: Schedule of revenue from sales of items sold Three Months Ended March 31, 2022 2021 Revenues % Revenues % Lighters $ 270,061 29 $ 82,259 4 Medtainers 222,242 24 224,831 12 GrowPods and related items 197,150 21 1,325,000 71 Humidity pack inserts 80,534 9 151,254 8 Plastic lighter holders 40,558 4 29,686 2 Printing 33,096 3 9,489 < 1 Mylar bags 27,836 3 761 < 1 Shipping charges 23,885 3 17,844 1 Others 23,086 3 23,694 1 Jars 7,700 < 1 8,140 < 1 Total revenues $ 926,148 100 $ 1,872,958 100 The table below presents the customer deposits payable balance and the significant activity affecting customer deposits during the quarterly period ended March 31, 2022: Schedule of customer deposits Balance at December 31, 2021 $ 361,230 New customer deposits received 197,093 Revenue recognized from customer deposits (299,653 ) Balance at March 31, 2022 $ 258,670 Share-Based Payments ASC 718, Compensation – Stock Compensation Fair Value Measurements The Company has adopted ASC Topic 820, Fair Value Measurements, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried on an historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Advertising Advertising and marketing expenses are charged to operations as incurred. These expenses totaled $ 48,469 14,827 Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes ASC Topic 740.10.30 clarifies accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times may exceed the federal deposit insurance coverage of $250,000. The Company has not experienced losses on these accounts and believes that it is not exposed to significant risks on such accounts. The Company has not experienced losses on accounts receivable and the Company believes that it is not exposed to significant risks with respect to them. Loss per Share The basic loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of shares outstanding during the year. The potentially dilutive stock options on the Company’s common stock were not considered in the computation of diluted net loss per share as they would be anti-dilutive. No Recent Accounting Pronouncements The Company follows ASU 2016-02, Leases (Topic 842) 9,791 In August 2020, FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In December 2019, FASB issued ASU 2019-12, Income Taxes, In June 2016, FASB issued ASU 2016-13 regarding ASC Topic 326, “ Measurement of Credit Losses on Financial Instruments The Company does not believe there are any other recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2022, the Company had a working capital deficit of $ 967,003 6,532,567 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 4 – Intangible Assets and Goodwill Intangible assets, including patents and patent applications, a trademark and an internet domain related to Medtainer and distribution rights under a Distributorship Agreement dated August 6, 2020, are recorded at cost or estimated fair value at the date of acquisition. Goodwill relates to an Asset Purchase Agreement, amended as of June 8, 2018. The Company tested intellectual property and goodwill for impairment in preparing its financial statements for the year ended December 31, 2021, and determined that no adjustment was required. As of March 31, 2022, and December 31, 2021, there was no impairment of these assets, which are included in the tables below: Schedule of intangible assets and goodwill Intangible Assets and Goodwill at March 31, 2022 Description Weighted Average Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Amount Distributorship Agreement 5 years $ 900,000 $ (265,932 ) $ 634,068 U.S. patents 15 years 435,000 (108,725 ) 326,275 U.S. patents 16 years 435,000 (104,642 ) 330,358 Canadian patents 20 years 260,000 (49,329 ) 210,671 European patents 14 years 30,000 (7,959 ) 22,041 Molds 15 years 150,000 (37,485 ) 112,515 Trademark Indefinite life 220,000 – 220,000 Domain name Indefinite life 2,000 – 2,000 Intangible totals $ 2,432,000 $ (574,072 ) $ 1,857,928 Goodwill $ 1,020,314 $ – $ 1,020,314 Intangible Assets and Goodwill at December 31, 2021 Description Weighted Average Estimated Useful Life Gross Carrying Accumulated Amortization Net GP distribution agreement 5 years $ 900,000 $ (220,932 ) $ 679,068 U.S. patents 15 years 435,000 (101,597 ) 333,403 U.S. patents 15 years 435,000 (97,781 ) 337,219 Canadian patents 20 years 260,000 (46,095 ) 213,905 European patents 14 years 30,000 (7,437 ) 22,563 Molds 15 years 150,000 (35,028 ) 114,972 Trademark Indefinite life 220,000 – 220,000 Domain name Indefinite life 2,000 – 2,000 Intangible totals $ 2,432,000 $ (508,870 ) $ 1,923,130 Goodwill $ 1,020,314 $ – $ 1,020,314 |
Convertible Notes Payable and P
Convertible Notes Payable and Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable and Promissory Notes Payable | Note 5 – Convertible Notes Payable and Promissory Notes Payable As of March 31, 2022, and December 31, 2021, the Company had outstanding the following convertible notes payable and notes payable: Schedule of convertible notes payable and notes payable outstanding March 31, 2022 December 31, 2021 Accrued Accrued Principal Interest Principal Interest Convertible Notes Payable July 2014 $75,000 note, convertible into common stock at $5.00 per share, 10% interest, in default (a) $ 66,172 $ 38,600 $ 66,172 $ 36,496 July 2014 $15,000 note, convertible into Common Stock at $5.00 per share, 10% interest, in default (a) 15,000 13,000 15,000 12,625 $ 81,172 $ 51,600 $ 81,172 $ 49,571 Notes Payable February 2018 $298,959 note, due February 2019, 10% interest, in default (b) $ 134,692 $ 738 $ 162,274 $ 889 August 2015 $75,000 note, with one-time interest charge of $75,000 (c) 53,020 36,980 53,020 36,980 Related party obligation (d) 62,193 – 72,193 – $ 249,905 $ 37,718 $ 287,487 $ 37,869 Total $ 331,077 $ 89,318 $ 368,659 $ 87,440 (a) The Company entered into promissory note conversion agreements in the aggregate amount of $ 90,000 8,828 (b) On February 22, 2018, the Company made a promissory note in the principal amount of $ 298,959 (c) On August 15, 2015, the Company made a promissory note in the principal amount of $ 150,000 0 11,227 0 33,775 (d) On June 15, 2020, the Company and a related party entered into a Separation Agreement, dated June 15, 2020, under which, commencing on January 1, 2021, the Company agreed to repay $145,844 that the Company owed him in 24 monthly payments of $6,093, including interest at the Applicable Federal Rate. During the three months ended March 31, 2022, and the year ended December 31, 2021, the Company made payments of $ 10,000 90,000 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 – Stockholders’ Equity On October 8, 2020, the Company combined the outstanding shares of its common stock on the basis of 1 share of common stock for each 59 shares of common stock. The effects of this combination have been retroactively applied to all periods presented in the unaudited consolidated financial statements. On July 30, 2020, the Company filed articles of amendment with the Secretary of State of the State of Florida, pursuant to which, a series of 1,000,000 of its 10,000,000 authorized shares of preferred stock was created, which series is named Series A Convertible Preferred Stock (“Series A Preferred”). Each share of Series A Preferred is convertible into 0.3051 shares of Common Stock, has the dividend and distribution rights and redemption rights of the shares of Common Stock into which it is convertible, is not redeemable and has voting power equal to the combined voting power of all other of classes and series of the Company’s capital stock. On June 24, 2020, the Company issued all of the shares of this series to a related party in exchange for 305,085 shares of Common Stock. On October 9, 2020, the Company issued 50,000,000 shares of Common Stock to the shareholders of ACT in exchange for their shares in ACT pursuant to the Exchange Agreement. See Note 1. As a result, ACT became the wholly owned subsidiary of the Company and the Company acquired the Distributorship Agreement, which has been valued as an intangible asset at $900,000 (see Note 4) and $86,293 in cash. Under the Distributorship Agreement, ACT has the exclusive right to purchase GrowPods and related products at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that will expire on December 31, 2025. ACT may renew the Distributorship Agreement indefinitely as long as it purchases the lesser of (i) 100 GrowPods or (ii) GP’s total output of GrowPods in the last calendar year of any term. On January 1, 2021, the Company issued 120,000 During the three months ended March 31, 2022, the Company issued 280,001 210,000 485,000 615,000 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Share-Based Compensation | Note 7 – Share-Based Compensation The Company’s 2018 Incentive Award Plan (the “2018 Plan”) became effective on December 1, 2018, under which the Company may issue up to 33,898 On December 1, 2018, 22,882 shares of common stock were awarded to employees in the form of restricted shares and 5,678 shares of common stock were awarded to consultants as compensation. The fair value of these shares on the grant date was $0.59 per share. As of December 31, 2020, all of these shares had vested. The following table shows vesting for financial reporting purposes under GAAP of the shares issued under the 2018 Plan: Schedule of share based compensation Shares of Common Stock Vesting Dates Employees Consultants December 31, 2018 – 3,136 January 1, 2019 12,712 – March 31, 2019 – 2,542 June 30, 2019 5,085 – June 30, 2020 5,085 – Total vested at March 31, 2021 22,882 5,678 The Company made no awards in any other form during the three months ended March 31, 2022, and March 31, 2021. The Company expensed $ 0 On January 1, 2021, the Company issued 120,000 270,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes As of December 31, 2021, the Company had approximately $ 2,351,000 1,649,000 On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was enacted, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the 2017 Tax Act and the guidance available and, based thereon, has determined that the 2017 Tax Act does not change the determination that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has kept the full valuation allowance. As a result, the Company recorded no income tax expense during the three months ended March 31, 2022, and March 31, 2021. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9 – Related-Party Transactions Loans The Company has received loans from its officers and directors from time to time since its inception. During the three months ended March 31, 2022, the Company received $ 64,839 65,000 no 60,793 320,411 Contracts The Company makes building lease payments and purchases products for resale from entities owned by a related party, who is also one of its executive officers. Payments made to related parties for the three months ended March 31, 2022, and March 31, 2021, were as follows: Schedule of related party transactions Three Months Ended March 31, 2022 2021 Building lease payments $ 28,197 $ 27,201 Purchase of products for resale 152,923 74,126 Total $ 181,120 $ 101,327 Director Compensation On January 1, 2021, the Company issued 120,000 shares of Common Stock to one of its directors, as compensation pursuant to a Director Agreement, dated as of that date. (See Note 7.) |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10 – Concentrations For the three months ended March 31, 2022, two of the Company's customers accounted for approximately 15 14 46 25 For the three months ended March 31, 2022, and March 31, 2021, the Company purchased approximately 42 82 As of March 31, 2022, two of the Company's customers accounted for 37 34 43 34 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 11 – Commitments On September 1, 2018, the Company entered into an operating lease with an entity owned by a related party calling for monthly payments of $8,641, plus 100% of operating expenses, for a term expiring on August 31, 2019. On September 1, 2019, this lease was amended such that it expired on August 31, 2020, and the rent thereunder was increased to $8,967 per month. On September 1, 2020, this lease was amended such that its term will expire on August 31, 2021, and the rent thereunder was increased to $9,007 per month. On September 1, 2021, the lease was amended such that its term will expire on August 31, 2022, and the rent thereunder was increased to $9,791 per month. The Company leases premises of 6,000 square feet, which it uses as a showroom, in Tulsa, Oklahoma, at a monthly rental of $5,500 for a term that will expire on March 31, 2023. Under an agreement with the supplier of Medtainers entered into in 2018, the Company agreed to purchase a minimum of 30,000 units of product per month. Under the terms of this agreement, the minimum purchase quantity increases by 1% on every anniversary of its effective date and is now 30,909 units per month. The purchase price for units is subject to periodic adjustment for changes in the consumer price index. This agreement will expire on April 30, 2031; however, it can be terminated upon payment of $400,000. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Management has evaluated all other subsequent events when the consolidated financial statements were issued and determined that none of them requires this disclosure herein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Accounting Principles | Accounting Principles The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022, are not necessarily indicative of the operating results for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 18, 2022. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of these estimates could be affected by external conditions, including those unique to the Company’s industries, and general economic conditions. These external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, share-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of 3 months or less to be cash equivalents. The Company had no |
Accounts Receivable | Accounts Receivable Included in accounts receivable on the consolidated balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based upon experience and the judgment of management, the allowance for doubtful accounts was $ 0 |
Inventories | Inventories Inventories, which consist of products held for resale, are stated at the lower of cost (determined using the first-in first-out method) and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s consolidated statements of operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Furniture and fixtures are depreciated over the useful life of 7 3 7 2 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and intangible assets that have indefinite useful lives are not amortized but are evaluated for impairment annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company records intangible assets at fair value when they are acquired and they are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recorded in the consolidated statements of operations in an amount equal to that excess. The Company amortizes its intangible assets that have finite lives using either the straight-line method or based upon estimated future cash flows to approximate the pattern in which the economic benefit of the assets will be utilized. Amortization is recorded over estimated useful lives ranging from 5 20 The Company reviews intangible assets subject to amortization at least annually to determine whether any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent than quarterly impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or assessment by a regulator. If the carrying value of an intangible asset exceeds its undiscounted cash flows, the Company will write down the carrying value to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize its remaining carrying value prospectively over its revised remaining useful life. The Company has conducted its annual impairment test of goodwill during the fourth quarter of each year. The estimation of fair value requires significant judgment. There was no Any loss resulting from an impairment test will be reflected in operating income in the Company’s consolidated statements of operations. The annual impairment testing process is subjective and requires judgment at many points. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded. |
Revenue Recognition | Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Under ASC 606, Company recognizes revenue when a customer obtains control of promised goods or services or when they are shipped to a customer, in an amount that reflects the consideration that it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under ASC 606: (a) it identifies a contract with a customer; (b) it identifies the performance obligations in the contract; (c) it determines the transaction price; (d) it allocates the transaction price to the performance obligations in the contract; and (e) it recognizes revenues when (or as) it satisfies its performance obligation. Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have been recognized is 1 year or less or the amount is immaterial. Revenue from sales of items sold by the Company for the three months ended March 31, 2022, and March 31, 2021, and the percentage of sales allocable to each item to the Company’s total revenues were as follows: Schedule of revenue from sales of items sold Three Months Ended March 31, 2022 2021 Revenues % Revenues % Lighters $ 270,061 29 $ 82,259 4 Medtainers 222,242 24 224,831 12 GrowPods and related items 197,150 21 1,325,000 71 Humidity pack inserts 80,534 9 151,254 8 Plastic lighter holders 40,558 4 29,686 2 Printing 33,096 3 9,489 < 1 Mylar bags 27,836 3 761 < 1 Shipping charges 23,885 3 17,844 1 Others 23,086 3 23,694 1 Jars 7,700 < 1 8,140 < 1 Total revenues $ 926,148 100 $ 1,872,958 100 The table below presents the customer deposits payable balance and the significant activity affecting customer deposits during the quarterly period ended March 31, 2022: Schedule of customer deposits Balance at December 31, 2021 $ 361,230 New customer deposits received 197,093 Revenue recognized from customer deposits (299,653 ) Balance at March 31, 2022 $ 258,670 |
Share-Based Payments | Share-Based Payments ASC 718, Compensation – Stock Compensation |
Fair Value Measurements | Fair Value Measurements The Company has adopted ASC Topic 820, Fair Value Measurements, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried on an historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 - Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). |
Advertising | Advertising Advertising and marketing expenses are charged to operations as incurred. These expenses totaled $ 48,469 14,827 |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes ASC Topic 740.10.30 clarifies accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times may exceed the federal deposit insurance coverage of $250,000. The Company has not experienced losses on these accounts and believes that it is not exposed to significant risks on such accounts. The Company has not experienced losses on accounts receivable and the Company believes that it is not exposed to significant risks with respect to them. |
Loss per Share | Loss per Share The basic loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The diluted loss per share is calculated by dividing the Company’s net loss attributable to common stockholders by the diluted weighted average number of shares outstanding during the year. The potentially dilutive stock options on the Company’s common stock were not considered in the computation of diluted net loss per share as they would be anti-dilutive. No |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company follows ASU 2016-02, Leases (Topic 842) 9,791 In August 2020, FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In December 2019, FASB issued ASU 2019-12, Income Taxes, In June 2016, FASB issued ASU 2016-13 regarding ASC Topic 326, “ Measurement of Credit Losses on Financial Instruments The Company does not believe there are any other recently issued, but not yet effective, accounting standards that would have a significant impact on the Company’s financial position or results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenue from sales of items sold | Schedule of revenue from sales of items sold Three Months Ended March 31, 2022 2021 Revenues % Revenues % Lighters $ 270,061 29 $ 82,259 4 Medtainers 222,242 24 224,831 12 GrowPods and related items 197,150 21 1,325,000 71 Humidity pack inserts 80,534 9 151,254 8 Plastic lighter holders 40,558 4 29,686 2 Printing 33,096 3 9,489 < 1 Mylar bags 27,836 3 761 < 1 Shipping charges 23,885 3 17,844 1 Others 23,086 3 23,694 1 Jars 7,700 < 1 8,140 < 1 Total revenues $ 926,148 100 $ 1,872,958 100 |
Schedule of customer deposits | Schedule of customer deposits Balance at December 31, 2021 $ 361,230 New customer deposits received 197,093 Revenue recognized from customer deposits (299,653 ) Balance at March 31, 2022 $ 258,670 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and goodwill | Schedule of intangible assets and goodwill Intangible Assets and Goodwill at March 31, 2022 Description Weighted Average Estimated Useful Life Gross Carrying Value Accumulated Amortization Net Amount Distributorship Agreement 5 years $ 900,000 $ (265,932 ) $ 634,068 U.S. patents 15 years 435,000 (108,725 ) 326,275 U.S. patents 16 years 435,000 (104,642 ) 330,358 Canadian patents 20 years 260,000 (49,329 ) 210,671 European patents 14 years 30,000 (7,959 ) 22,041 Molds 15 years 150,000 (37,485 ) 112,515 Trademark Indefinite life 220,000 – 220,000 Domain name Indefinite life 2,000 – 2,000 Intangible totals $ 2,432,000 $ (574,072 ) $ 1,857,928 Goodwill $ 1,020,314 $ – $ 1,020,314 Intangible Assets and Goodwill at December 31, 2021 Description Weighted Average Estimated Useful Life Gross Carrying Accumulated Amortization Net GP distribution agreement 5 years $ 900,000 $ (220,932 ) $ 679,068 U.S. patents 15 years 435,000 (101,597 ) 333,403 U.S. patents 15 years 435,000 (97,781 ) 337,219 Canadian patents 20 years 260,000 (46,095 ) 213,905 European patents 14 years 30,000 (7,437 ) 22,563 Molds 15 years 150,000 (35,028 ) 114,972 Trademark Indefinite life 220,000 – 220,000 Domain name Indefinite life 2,000 – 2,000 Intangible totals $ 2,432,000 $ (508,870 ) $ 1,923,130 Goodwill $ 1,020,314 $ – $ 1,020,314 |
Convertible Notes Payable and_2
Convertible Notes Payable and Promissory Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable and notes payable outstanding | Schedule of convertible notes payable and notes payable outstanding March 31, 2022 December 31, 2021 Accrued Accrued Principal Interest Principal Interest Convertible Notes Payable July 2014 $75,000 note, convertible into common stock at $5.00 per share, 10% interest, in default (a) $ 66,172 $ 38,600 $ 66,172 $ 36,496 July 2014 $15,000 note, convertible into Common Stock at $5.00 per share, 10% interest, in default (a) 15,000 13,000 15,000 12,625 $ 81,172 $ 51,600 $ 81,172 $ 49,571 Notes Payable February 2018 $298,959 note, due February 2019, 10% interest, in default (b) $ 134,692 $ 738 $ 162,274 $ 889 August 2015 $75,000 note, with one-time interest charge of $75,000 (c) 53,020 36,980 53,020 36,980 Related party obligation (d) 62,193 – 72,193 – $ 249,905 $ 37,718 $ 287,487 $ 37,869 Total $ 331,077 $ 89,318 $ 368,659 $ 87,440 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of share based compensation | Schedule of share based compensation Shares of Common Stock Vesting Dates Employees Consultants December 31, 2018 – 3,136 January 1, 2019 12,712 – March 31, 2019 – 2,542 June 30, 2019 5,085 – June 30, 2020 5,085 – Total vested at March 31, 2021 22,882 5,678 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Schedule of related party transactions Three Months Ended March 31, 2022 2021 Building lease payments $ 28,197 $ 27,201 Purchase of products for resale 152,923 74,126 Total $ 181,120 $ 101,327 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Disaggregation of revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Revenues | $ 926,148 | $ 1,872,958 |
Lighters [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 270,061 | $ 82,259 |
Lighters [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 29.00% | 4.00% |
Medtainers [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 222,242 | $ 224,831 |
Medtainers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 24.00% | 12.00% |
Grow Pods And Related Items [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 197,150 | $ 1,325,000 |
Grow Pods And Related Items [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 21.00% | 71.00% |
Humidity Pack Inserts [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 80,534 | $ 151,254 |
Humidity Pack Inserts [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 9.00% | 8.00% |
Plastic Lighter Holders [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 40,558 | $ 29,686 |
Plastic Lighter Holders [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 4.00% | 2.00% |
Printing [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 33,096 | $ 9,489 |
Printing [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 3.00% | 0.00% |
Mylar Bags [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 27,836 | $ 761 |
Mylar Bags [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 3.00% | 0.00% |
Shipping Charges [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 23,885 | $ 17,844 |
Shipping Charges [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 3.00% | 1.00% |
Others [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 23,086 | $ 23,694 |
Others [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 3.00% | 1.00% |
Jars [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 7,700 | $ 8,140 |
Jars [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 0.00% | 0.00% |
All Products [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of customer deposits payable balance and the significant activity affecting customer deposits | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
Balance at December 31, 2021 | $ 361,230 |
Balance at March 31, 2022 | $ 258,670 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Allowance for Doubtful Accounts, Premiums and Other Receivables | 0 | $ 0 | |
Goodwill and Intangible Asset Impairment | 0 | $ 0 | |
Advertising and marketing expenses | $ 48,469 | $ 14,827 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization estimated useful lives | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization estimated useful lives | 20 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life, term | 7 years | ||
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life, term | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life, term | 7 years | ||
Leaseholds and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life, term | 2 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 967,003 | |
Accumulated deficit | $ 6,532,567 | $ 6,359,450 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Schedule of intangible assets and goodwill - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (574,072) | $ (508,870) |
Intangible Assets, Gross (Excluding Goodwill) | 2,432,000 | 2,432,000 |
Intangible Assets, Net (Excluding Goodwill) | 1,857,928 | 1,923,130 |
Goodwill | $ 1,020,314 | $ 1,020,314 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | Indefinite life | Indefinite life |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 220,000 | $ 220,000 |
Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | Indefinite life | Indefinite life |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 2,000 | $ 2,000 |
Distributorship Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 5 years | 5 years |
Finite-Lived Intangible Assets, Gross | $ 900,000 | $ 900,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (265,932) | (220,932) |
Finite-Lived Intangible Assets, Net | $ 634,068 | $ 679,068 |
U S Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 15 years | 15 years |
Finite-Lived Intangible Assets, Gross | $ 435,000 | $ 435,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (108,725) | (101,597) |
Finite-Lived Intangible Assets, Net | $ 326,275 | $ 333,403 |
U S Patents 2 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 16 years | 15 years |
Finite-Lived Intangible Assets, Gross | $ 435,000 | $ 435,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (104,642) | (97,781) |
Finite-Lived Intangible Assets, Net | $ 330,358 | $ 337,219 |
Canadian Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 20 years | 20 years |
Finite-Lived Intangible Assets, Gross | $ 260,000 | $ 260,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (49,329) | (46,095) |
Finite-Lived Intangible Assets, Net | $ 210,671 | $ 213,905 |
European Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 14 years | 14 years |
Finite-Lived Intangible Assets, Gross | $ 30,000 | $ 30,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,959) | (7,437) |
Finite-Lived Intangible Assets, Net | $ 22,041 | $ 22,563 |
Molds [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
[custom:IntangibleAssetsEstimatedUsefulLives] | 15 years | 15 years |
Finite-Lived Intangible Assets, Gross | $ 150,000 | $ 150,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (37,485) | (35,028) |
Finite-Lived Intangible Assets, Net | $ 112,515 | $ 114,972 |
Convertible Notes Payable and_3
Convertible Notes Payable and Promissory Notes Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Interest Payable | $ 87,440 | ||
Long-Term Debt | $ 331,077 | 368,659 | |
Convertible Notes Payable 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible Notes Payable | [1] | 66,172 | 66,172 |
Interest Payable | [1] | 38,600 | 36,496 |
Convertible Notes Payable 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible Notes Payable | [1] | 15,000 | 15,000 |
Interest Payable | [1] | 13,000 | 12,625 |
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible Notes Payable | 81,172 | 81,172 | |
Interest Payable | 51,600 | 49,571 | |
Notes Payable 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Payable | [2] | 738 | 889 |
Notes Payable | [2] | 134,692 | 162,274 |
Notes Payable 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Payable | [3] | 36,980 | 36,980 |
Notes Payable | [3] | 53,020 | 53,020 |
Notes Payable 3 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Payable | [4] | 0 | 0 |
Notes Payable | [4] | 62,193 | 72,193 |
Total Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Interest Payable | 37,718 | 37,869 | |
Notes Payable | $ 249,905 | $ 287,487 | |
[1] | The Company entered into promissory note conversion agreements in the aggregate amount of $ 90,000 8,828 | ||
[2] | On February 22, 2018, the Company made a promissory note in the principal amount of $ 298,959 | ||
[3] | On August 15, 2015, the Company made a promissory note in the principal amount of $ 150,000 0 11,227 0 33,775 | ||
[4] | On June 15, 2020, the Company and a related party entered into a Separation Agreement, dated June 15, 2020, under which, commencing on January 1, 2021, the Company agreed to repay $145,844 that the Company owed him in 24 monthly payments of $6,093, including interest at the Applicable Federal Rate. During the three months ended March 31, 2022, and the year ended December 31, 2021, the Company made payments of $ 10,000 90,000 |
Convertible Notes Payable and_4
Convertible Notes Payable and Promissory Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Feb. 22, 2018 | Aug. 15, 2015 | Jul. 31, 2014 | |
Convertible Notes Payable 1 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 90,000 | |||||
Repayments of Convertible Debt | $ 8,828 | |||||
Convertible Notes Payable 2 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 298,959 | |||||
Notes Payable 2 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 150,000 | |||||
Repayments of Notes Payable | $ 0 | $ 11,227 | ||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 0 | 33,775 | ||||
Notes Payable 3 [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Repayments of Notes Payable | $ 10,000 | $ 90,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jan. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 210,000 | $ 615,000 | ||
Director [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 120,000 | |||
Four Unrelated Persons [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 280,001 | |||
Proceeds from Issuance of Common Stock | $ 210,000 | |||
Eight Unrelated Persons [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 485,000 | |||
Proceeds from Issuance of Common Stock | $ 615,000 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Schedule of share based compensation - shares | 1 Months Ended | 4 Months Ended | 7 Months Ended | 19 Months Ended | 28 Months Ended | |
Jan. 02, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Mar. 31, 2021 | |
Employees [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 12,712 | 0 | 0 | 5,085 | 5,085 | 22,882 |
Consultants [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 3,136 | 2,542 | 0 | 0 | 5,678 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details Narrative) - USD ($) | Jan. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 0 | $ 270,000 | ||
Stock Issued During Period, Value, Issued for Services | 270,000 | |||
Director [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 120,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 270,000 | |||
2018 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 0 | $ 0 | ||
2018 Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 33,898 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2021USD ($) |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 2,351,000 |
State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,649,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Schedule of related party transactions - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Total | $ 181,120 | $ 101,327 |
Building Lease Payments [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 28,197 | 27,201 |
Purchase Of Products For Resale [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 152,923 | $ 74,126 |
Related-Party Transactions (D_2
Related-Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Proceeds from Related Party Debt | $ 64,839 | $ 0 |
Repayments of Related Party Debt | $ 65,000 | $ 60,793 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 15.00% | 46.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% | 25.00% | |
Cost Of Goods [Member] | Product Concentration Risk [Member] | One Distributor [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 42.00% | 82.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 37.00% | 43.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 34.00% | 34.00% |