Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Jun. 08, 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 | 000-53754 | |
Entity Registrant Name | VYSTAR CORPORATION | |
Entity Central Index Key | 0001308027 | |
Entity Tax Identification Number | 20-2027731 | |
Entity Incorporation, State or Country Code | GA | |
Entity Address, Address Line One | 725 Southbridge St | |
Entity Address, City or Town | Worcester | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01610 | |
City Area Code | (508) | |
Local Phone Number | 791-9114 | |
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 | 1,294,125,560 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 172,340 | $ 151,175 |
Accounts receivable, net | 51,485 | 68,541 |
Other receivables | 837,954 | 875,362 |
Inventories | 3,726,933 | 3,784,420 |
Prepaid expenses and other | 301,426 | 337,013 |
Deferred commission costs | 65,186 | 73,625 |
Total current assets | 5,155,324 | 5,290,136 |
Property and equipment, net | 767,831 | 832,099 |
Operating lease right-of-use assets | 7,565,589 | 7,776,978 |
Finance lease right-of-use assets, net | 511,659 | 551,037 |
Other assets: | ||
Intangible assets, net | 1,122,558 | 1,208,870 |
Goodwill | 460,301 | 460,301 |
Inventories, long-term | 466,012 | 657,177 |
Deferred commission costs, net of current portion | 47,432 | 60,586 |
Other | 5,274 | 20,274 |
Total other assets | 2,101,577 | 2,407,208 |
Total assets | 16,101,980 | 16,857,458 |
Current liabilities: | ||
Accounts payable | 5,302,645 | 5,149,570 |
Accrued expenses | 931,114 | 897,420 |
Stock subscription payable | 1,381,806 | 1,247,549 |
Operating lease liabilities - current maturities | 630,000 | 634,000 |
Finance lease liabilities - current maturities | 126,000 | 134,000 |
Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities | 1,404,427 | 1,388,904 |
Related party debt - current maturities | 1,958,000 | 1,487,000 |
Unearned revenue | 955,884 | 880,204 |
Derivative liabilities | 1,721,100 | 1,778,100 |
Related party advances | 40,000 | |
Total current liabilities | 14,450,976 | 13,596,747 |
Long-term liabilities: | ||
Operating lease liabilities, net of current maturities | 5,510,718 | 5,683,736 |
Finance lease liabilities, net of current maturities | 414,272 | 443,882 |
Unearned revenue, net of current maturities | 189,720 | 241,991 |
Related party debt, net of current maturities and debt discount | 2,386,868 | 2,791,401 |
Total long-term liabilities | 8,501,578 | 9,161,010 |
Total liabilities | 22,952,554 | 22,757,757 |
Stockholders’ deficit: | ||
Convertible preferred stock, $0.0001 par value 15,000,000 shares authorized; 8,698 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (liquidation preference of $76,706 and $74,531 at March 31, 2022 and December 31, 2021 , respectively) | 1 | 1 |
Common stock, $0.0001 par value, 1,500,000,000 shares authorized; 1,294,175,560 shares issued at March 31, 2022 and December 31, 2021, and 1,294,125,560 and 1,294,145,560 shares outstanding at March 31, 2022 and December 31, 2021, respectively | 129,415 | 129,415 |
Additional paid-in capital | 43,727,082 | 43,723,389 |
Accumulated deficit | (52,184,870) | (51,410,516) |
Common stock in treasury, at cost; 50,000 and 30,000 shares at March 31, 2022 and December 31, 2021, respectively | (32) | (30) |
Total Vystar stockholders’ deficit | (8,328,404) | (7,557,741) |
Noncontrolling interest | 1,477,830 | 1,657,442 |
Total stockholders’ deficit | (6,850,574) | (5,900,299) |
Total liabilities and stockholders’ deficit | $ 16,101,980 | $ 16,857,458 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Convertible preferred stock, shares issued | 8,698 | 8,698 |
Convertible preferred stock, shares outstanding | 8,698 | 8,698 |
Convertible preferred stock, liquidation preference | $ 76,706 | $ 74,531 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,294,175,560 | 1,294,175,560 |
Common stock, shares outstanding | 1,294,125,560 | 1,294,145,560 |
Treasury stock, shares | 50,000 | 30,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 3,839,258 | $ 12,868,119 |
Cost of revenue | 1,660,274 | 6,076,840 |
Gross profit | 2,178,984 | 6,791,279 |
Operating expenses: | ||
Salaries, wages and benefits | 908,482 | 1,949,139 |
Share-based compensation | 137,948 | 204,696 |
Agent fees | 418,179 | 1,251,873 |
Professional fees | 189,403 | 20,183 |
Advertising | 293,488 | 865,178 |
Rent | 183,727 | 316,615 |
Service charges | 107,172 | 224,516 |
Depreciation and amortization | 150,580 | 192,009 |
Other operating | 655,614 | 796,413 |
Total operating expenses | 3,044,593 | 5,820,622 |
Operating income (loss) | (865,609) | 970,657 |
Other income (expense): | ||
Interest expense | (179,309) | (175,847) |
Change in fair value of derivative liabilities | 57,000 | (129,000) |
Gain on settlement of debt, net | 1,247,635 | |
Other income, net | 33,952 | 57,747 |
Total other income (expense), net | (88,357) | 1,000,535 |
Net income (loss) | (953,966) | 1,971,192 |
Net (income) loss attributable to noncontrolling interest | 179,612 | (1,053,065) |
Net income (loss) attributable to Vystar | $ (774,354) | $ 918,127 |
Income (loss) per share: | ||
Basic | $ 0 | $ 0 |
Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding: | ||
Basic | 1,294,132,449 | 1,241,705,734 |
Diluted | 1,294,132,449 | 1,241,905,734 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Vystar Stockholders' Deficit [Member] | Noncontrolling Interest [Member] | Total |
Ending Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 119,990 | $ 41,233,471 | $ (48,713,184) | $ (30) | $ (7,359,752) | $ 421,183 | $ (6,758,957) |
Beginning balance, shares at Dec. 31, 2020 | 13,698 | 1,199,931,717 | (30,000) | |||||
Share-based compensation - options | 4,916 | 4,916 | 4,916 | |||||
Net income (loss) | 918,127 | 918,127 | 1,053,065 | 1,971,192 | ||||
Common stock issued for services | $ 4,938 | 1,399,154 | 1,404,092 | 1,404,092 | ||||
Common stock issued for services, shares | 49,371,733 | |||||||
Common stock issued for settlement of related party payable | $ 1,136 | 334,129 | 335,265 | 335,265 | ||||
Common stock issued for settlement of related party payable, shares | 11,364,904 | |||||||
Common stock issued for cash received in prior period | $ 167 | 24,833 | 25,000 | 25,000 | ||||
Common stock issued for cash received in prior period, shares | 1,666,667 | |||||||
Preferred stock conversion | $ 177 | (177) | ||||||
Preferred stock conversion, shares | (5,000) | 1,767,945 | ||||||
Ending Balance, value at Mar. 31, 2021 | $ 1 | $ 126,408 | 42,996,326 | (47,795,057) | $ (30) | (4,672,352) | 1,474,248 | (3,018,492) |
Ending balance, shares at Mar. 31, 2021 | 8,698 | 1,264,102,966 | (30,000) | |||||
Ending Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 129,415 | 43,723,389 | (51,410,516) | $ (30) | (7,557,741) | 1,657,442 | (5,900,299) |
Beginning balance, shares at Dec. 31, 2021 | 8,698 | 1,294,175,560 | (30,000) | |||||
Share-based compensation - options | 3,691 | 3,691 | 3,691 | |||||
Retirement of treasury stock | 2 | $ (2) | ||||||
Retirement of treasury stock, shares | (20,000) | |||||||
Net income (loss) | (774,354) | (774,354) | (179,612) | (953,966) | ||||
Ending Balance, value at Mar. 31, 2022 | $ 1 | $ 129,415 | $ 43,727,082 | $ (52,184,870) | $ (32) | $ (8,328,404) | $ 1,477,830 | $ (6,850,574) |
Ending balance, shares at Mar. 31, 2022 | 8,698 | 1,294,175,560 | (50,000) |
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 income (loss) | $ (953,966) | $ 1,971,192 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Share-based compensation | 137,948 | 204,696 | |
Depreciation | 64,268 | 96,019 | |
Bad debts (recovery) | (4,342) | 3,245 | |
Amortization of intangible assets | 86,312 | 95,990 | |
Noncash lease expense | 78,488 | 78,151 | |
Amortization of debt discount | 16,250 | 4,667 | |
Change in fair value of derivative liabilities | (57,000) | 129,000 | $ (53,600) |
Loss on sale of property and equipment | (112) | ||
Net unrealized (gain) loss on available-for-sale investments | (13,719) | ||
Gain on settlement of debt, net | (1,247,635) | ||
(Increase) decrease in assets: | |||
Accounts receivable | 21,399 | (199,249) | |
Other receivables | 37,408 | ||
Inventories | 248,652 | 819,038 | |
Prepaid expenses and other | 50,587 | 98,596 | |
Deferred commission costs | 21,593 | 29,830 | |
Increase (decrease) in liabilities: | |||
Accounts payable | 153,077 | (1,399,233) | |
Accrued expenses and interest payable | 99,432 | (1,143,166) | |
Unearned revenue | 23,408 | (689,635) | |
Net cash provided by (used in) operating activities | 23,514 | (1,162,325) | |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (16,434) | ||
Proceeds from the sale of property and equipment | 1,300 | ||
Patents and trademark fees | (2,183) | ||
Net cash used in investing activities | (17,317) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of term debt | 1,402,900 | ||
Proceeds from the issuance of notes - related parties | 395,000 | ||
Proceeds from related party advances | 40,000 | ||
Repayment of finance lease obligations | (42,349) | (42,938) | |
Net cash provided by (used in) financing activities | (2,349) | 1,754,962 | |
Net increase in cash | 21,165 | 575,320 | |
Cash - beginning of period | 151,175 | 620,539 | 620,539 |
Cash - end of period | 172,340 | 1,195,859 | $ 151,175 |
Cash paid during the period for: | |||
Interest | 97,340 | 113,912 | |
Non-cash transactions: | |||
Common stock issued for accrued compensation | 1,404,092 | ||
Common stock issued for settlement of related party payable | 335,265 | ||
Common stock issued for cash received in prior year | 25,000 | ||
Common stock issued for preferred stock | 177 | ||
Prepaid expenses with common stock | 291,000 | ||
Treasury stock acquired at par value | $ 2 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS Nature of Business Vystar Corporation (“Vystar”, the “Company”, “we,” “us,” or “our”) is based in Worcester, Massachusetts. The Company uses patented technology to produces a line of innovative air purifiers, which destroy viruses and bacteria through the use of ultraviolet light. Vystar is also the creator and exclusive owner to produce Vytex ® |
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 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. Other than those events disclosed in Note 18, the Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements. Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All significant intercompany accounts and transactions have been eliminated. COVID-19 In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. On March 24, 2020, Massachusetts required all non-essential businesses to close their physical workplaces. As a result, the Rotmans showroom, offices and warehouse temporarily closed. During that time, associates worked remotely where possible. The Company reopened on June 10, 2020 and continues to monitor developments, including government requirements and recommendations. The COVID-19 pandemic has caused, among other things, interruptions to our supply chains and suppliers, including problems with inventory availability with price volatility and higher cost of products and international freight due to the high demand of products and low supply for an unpredictable period of time. The pandemic continues to cause economic disruption. Although our showroom has reopened, some business segments remain closed or are operating on a reduced scale. The COVID-19 pandemic is complex and continues to evolve with the emergence and spread of variants. We cannot reasonably estimate the duration of COVID-19 and its impact on Vystar. Accordingly, the estimates and assumptions made as of March 31, 2022 could change in subsequent interim reports, and it is reasonably possible that such changes could be significant (although the potential effects cannot be measured at this time). Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one reportable segment with different operating segments. Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates made by management include, among others, allowance for obsolete inventory, the recoverability of long-lived assets, valuation and impairment of intangible assets, fair values of right of use assets and lease liabilities, valuation of derivative liabilities, share-based compensation and other equity issuances. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses and interest payable, shareholder notes payable, long-term debt and unearned revenue. The carrying values of all the Company’s financial instruments approximate or equal fair value because of their short maturities and market interest rates or, in the case of equity securities, being stated at fair value. In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market. Valuation inputs are classified in the following hierarchy: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs. ● Level 3 inputs are unobservable inputs for the asset or liability. Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. The derivative liabilities were recognized at fair value on a recurring basis through the date of the settlement and March 31, 2022 and are level 3 measurements. There have been no transfers between levels during the three months ended March 31, 2022. Acquisitions Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by management. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including, legal, accounting, and other costs, are capitalized in asset acquisitions and for business combinations are expensed in the periods in which the costs are incurred. The results of operations of acquired assets are included in the financial statements from the acquisition date. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Restricted cash represents cash balances restricted as to withdrawal or use and are included in prepaid expenses and other on the condensed consolidated balance sheets. Accounts Receivable, Net Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of 3 840,000 273,000 Other Receivables Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company recognized employee retention credits of $ 771,287 154,468 Rotmans terminated its agreement with a supplier in 2021 and will receive $ 100,000 104,075 37,408 Inventories Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of furniture, mattresses, RxAir purifier units, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. The Company evaluates the need to record write-downs for inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term. Prepaid Expenses and Other Prepaid expenses and other include restricted cash, amounts related to prepaid insurance policies, which are expensed on a straight-line basis over the life of the underlying policy, and other expenses. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, generally 5 10 Expenditures for major renewals and betterments are capitalized, while routine repairs and maintenance are expensed as incurred. When property items are retired or otherwise disposed of, the asset and related reserve accounts are relieved of the cost and accumulated depreciation, respectively, and the resultant gain or loss is reflected in earnings. As of March 31, 2022, the net balance of property and equipment is $ 767,831 708,252 832,099 643,984 Intangible Assets Patents represent legal and other fees associated with the registration of patents. The Company has five issued patents with the United States Patent and Trade Office (“USPTO”) as well as five issued international Patent Cooperation Treaty (“PCT”) patents. Patents are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 9 20 The Company has trademark protection for “Vystar”, “Vytex”, and “RxAir” among others. Trademarks are carried at cost and since their estimated life is indeterminable, no amortization is recognized. Instead, they are evaluated annually for impairment. Customer relationships, tradename and marketing related intangibles are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 5 to 10 years. Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. Long-Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. During the three months ended March 31, 2022 and 2021, we did not recognize any impairment of our long-lived assets. Goodwill Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. We perform our annual impairment test at the end of each calendar year, or more frequently if events or changes in circumstances indicate the asset might be impaired. Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. The impairment model permits, and we utilize, a simplified approach for determining goodwill impairment. In the first step, we evaluate the recoverability of goodwill by estimating the fair value of our reporting unit using multiple techniques, including an income approach using a discounted cash flow model and a market approach. Based on an equal weighting of the results of these two approaches, a conclusion of fair value is estimated. The fair value is then compared to the carrying value of our reporting unit. If the fair value of a reporting unit is less than its carrying value, the Company recognizes this amount as an impairment loss. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value. Convertible Notes Payable Borrowings are recognized initially at the principal amount received. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in the statements of operations over the period of the borrowings using the effective interest method. Derivatives The Company evaluates its debt instruments or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, as of March 31, 2022, the Company has classified all conversion features as derivative liabilities and has estimated the fair value of these embedded conversion features using a Monte Carlo simulation model. Unearned Revenue Unearned revenue consists of customer advance payments, deposits on sales of undelivered merchandise and deferred warranty revenue on self-insured stain protection warranty coverage. Changes to unearned revenue during the three months ended March 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE 2022 2021 Balance, beginning of the period $ 1,122,195 $ 2,427,771 Customer deposits received 3,560,713 10,953,412 Gift cards purchased 800 - Revenue earned (3,538,104 ) (11,643,047 ) Balance, end of the period $ 1,145,604 $ 1,738,136 Income (Loss) Per Share The Company presents basic and diluted income (loss) per share. Even though the Company reported a net loss in the first quarter of 2022 (net income for the first quarter of 2021), common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive income (loss) per share were the same. Excluded from the computation of diluted income (loss) per share were options to purchase 26,949,938 27,224,938 9,048,320 13,749,571 200,000 3,273,710 3,099,750 1,101,769,005 164,103,328 Revenue Our principal activities from which we generate our revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions at the retail store and on the websites for e-commerce customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of finished goods to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of finished goods and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to retail, e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. As of March 31, 2022 and December 31, 2021, reserves for estimated sales returns totaled $ 291,000 337,000 We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third party carriers or in-house delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying condensed consolidated statements of operations and the costs associated with these deliveries are included in revenues as a third-party delivery service is engaged. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue in the accompanying condensed consolidated statements of operations. The Company also defers revenues for separately-priced stain protection warranty coverage for which it is ultimately self-insured. Revenue is recognized from the extended warranty sales on a straight-line basis over the respective contract term. The extended warranty terms primarily range from three to five years from the date of delivery. The Company ended this warranty program during 2020 but continues to amortize the previously contracted warranties over their original terms. The Company switched to a separately-priced stain protection warranty serviced by a third-party when the store reopened in June 2020. 442,000 524,000 82,000 110,000 113,000 134,000 Cost of Revenue Cost of revenue consists primarily of product and freight costs and fees paid to online retailers. Research and Development Research and development costs are expensed when incurred. Research and development costs include all costs incurred related to the research, development and testing. For the three months ended March 31, 2022 and 2021, Vystar’s research and development costs were not significant. Advertising Costs Advertising costs, which include television, radio, newspaper, digital and other media advertising, are expensed upon first showing. Advertising costs were approximately $ 293,000 865,000 Share-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. Income Taxes Vystar recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50% No The Company remains subject to income tax examinations from Federal and state taxing jurisdictions for 2018 through 2021. Concentration of Credit Risk Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales. Other Risks and Uncertainties The Company is exposed to risks pertinent to the operations of a retailer, including, but not limited to, the ability to acquire new customers and maintain a strong brand as well as broader economic factors such as interest rates and changes in customer spending patterns. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 3 - LIQUIDITY AND GOING CONCERN The Company’s financial statements are prepared using the accrual method of accounting in accordance with U.S. GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. However, the Company has incurred significant losses and experienced negative cash flow since inception. At March 31, 2022, the Company had cash of $ 172,340 9.3 52.2 A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Company’s planned expenses and achieving a level of revenue adequate to support the Company’s cost structure. Management plans to finance future operations using cash on hand, increased revenue from RxAir air purification units, Vytex license fees and stock issuances to new and existing shareholders. The Company has also focused the efforts of key internal employees on the goal of creating efficiencies in each department in our retail furniture business, including purchasing, marketing, inventory control, advertising, accounting, warehousing and customer service. There can be no assurances the Company will be able to achieve projected levels of revenue in 2022 and beyond. If the Company is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, the Company would need to significantly curtail or reorient operations during 2022, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require the Company to file bankruptcy or cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. The Company’s future expenditures will depend on numerous factors, including: the rate at which the Company can introduce RxAir air purification units and license Vytex NRL raw materials to manufacturers, and subsequently retailers; the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; market acceptance of the Company’s products, services and competing technological developments; the Company’s ability to successfully realize synergies through the integration of the merged companies, acquire new customers and maintain a strong brand; the success of our efforts to reduce expenses in our retail furniture business; and broader economic factors such as interest rates and changes in customer spending patterns. As the Company expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after the Company has achieved sustained revenue generation. |
INVESTMENTS _ EQUITY SECURITIES
INVESTMENTS – EQUITY SECURITIES | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS – EQUITY SECURITIES | NOTE 4 - INVESTMENTS – EQUITY SECURITIES Investments, which represented equity securities in a publicly traded company, were sold during the three months ended September 30, 2021. Unrealized holding gains on available-for-sale securities were approximately $ 14,000 |
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 Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET March 31, December 31, 2022 2021 Furniture, fixtures and equipment $ 588,624 $ 588,624 Tooling and testing equipment 338,572 338,572 Parking lots 365,707 365,707 Leasehold improvements 134,014 134,014 Motor vehicles 49,166 49,166 Property and equipment, gross 1,476,083 1,476,083 Accumulated depreciation (708,252 ) (643,984 ) Property and equipment, net $ 767,831 $ 832,099 Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 64,268 96,019 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 - INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, December 31, Amortization Period 2022 2021 (in Years) Amortized intangible assets: Customer relationships $ 150,000 $ 150,000 6 10 Proprietary technology 280,000 280,000 10 Tradename and brand 1,050,000 1,050,000 5 10 Marketing related 380,000 380,000 5 Patents 361,284 361,284 6 20 Noncompete 50,000 50,000 5 Total 2,271,284 2,271,284 Accumulated amortization (1,157,798 ) (1,071,486 ) Intangible assets, net 1,113,486 1,199,798 Indefinite-lived intangible assets: Trademarks 9,072 9,072 Total intangible assets $ 1,122,558 $ 1,208,870 Amortization expense for the three months ended March 31, 2022 and 2021 was $ 86,312 95,990 Estimated future amortization expense for finite-lived intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Amount Remaining in 2022 $ 258,937 2023 338,638 2024 239,411 2025 90,550 2026 71,232 Thereafter 114,718 Total $ 1,113,486 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
LEASES | NOTE 7 LEASES The Company leases equipment, a showroom, offices and warehouse facilities. These leases expire at various dates through 2024 with options to extend to 2031 The table below presents the lease costs for the three months ended March 31, 2022 and 2021: SCHEDULE OF LEASE COST 1 2 Three Months Ended March 31, 2022 2021 Operating lease cost $ 287,670 $ 396,052 Finance lease cost: Amortization of right-of-use assets 44,468 45,912 Interest on lease liabilities 7,312 9,488 Total lease cost $ 339,450 $ 451,452 During the three months ended March 31, 2022 and 2021, the Company recognized sublease income of approximately $ 34,000 42,000 Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used incremental borrowing rates as of the implementation date for operating leases that commenced prior to that date. The following table presents other information related to leases: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 1 2 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 263,616 $ 375,911 Financing cash flows used for financing leases 49,661 52,427 Assets obtained in exchange for operating lease liabilities - - Assets obtained in exchange for finance lease liabilities 4,739 - Weighted average remaining lease term: Operating leases 8.8 8.7 Finance leases 4.1 4.8 Weighted average discount rate: Operating leases 5.60 % 5.55 % Finance leases 5.16 % 5.1 % The future minimum lease payments required under operating and financing lease obligations as of March 31, 2022 having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS Operating Leases Finance Leases Total Remainder of 2022 $ 705,811 $ 115,841 $ 821,652 2023 878,807 139,080 1,017,887 2024 870,000 139,080 1,009,080 2025 870,000 139,080 1,009,080 2026 870,000 68,395 938,395 Thereafter 3,552,500 - 3,552,500 Total undiscounted lease liabilities 7,747,118 601,476 8,348,594 Less: imputed interest (1,606,400 ) (61,204 ) (1,667,604 ) Net lease liabilities $ 6,140,718 $ 540,272 $ 6,680,990 As of March 31, 2022, the Company does not have additional operating and finance leases that have not yet commenced. |
NOTES PAYABLE AND LOAN FACILITY
NOTES PAYABLE AND LOAN FACILITY | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LOAN FACILITY | NOTE 8 NOTES PAYABLE AND LOAN FACILITY Letter of Credit The Company entered into a $ 125,000 125,000 Advances On May 29, 2020, Rotmans entered into a sale promotion consulting agreement with a national furniture sales event company. Under the agreement, Rotmans appointed the third-party as its exclusive agent to assist with a high-impact sale. Before the sale, the agent advanced the Company funds of approximately $ 2,300,000 2,432,000 2,082,000 Term Notes On April 16, 2020, Rotmans received $ 1,402,900 1,402,900 1.0 On January 24, 2021, the PPP loan was fully forgiven by the SBA. On February 2, 2021, Rotmans received an additional $ 1,402,900 Shareholder, Convertible and Contingently Convertible Notes Payable The following table summarizes shareholder, convertible and contingently convertible notes payable: SCHEDULE OF LONG-TERM DEBT March 31, December 31, 2022 2021 Shareholder, convertible and contingently convertible notes $ 1,241,895 $ 1,241,895 Accrued interest 162,532 147,009 Total shareholder notes and accrued interest 1,404,427 1,388,904 Less: current maturities (1,404,427 ) (1,388,904 ) Total long-term debt $ - $ - Shareholder Convertible Notes Payable During the year ended December 31, 2018, the Company issued shareholder contingently convertible notes payable, some of which were for contract work performed by other entities in lieu of compensation and expense reimbursement, totaling approximately $ 335,000 5 The notes mature one year from issuance but may be extended one (1) additional year by the Company 50 338,195 8 During the year ended December 31, 2019, the Company issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $ 613,700 5 35 50 8 During the year ended December 31, 2021, the Company issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $ 290,000 5 0.016 two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18 90,000 Based on the variable conversion price of these notes issued prior to 2021, the Company recorded the embedded conversion features as derivative liabilities, which amounted to $ 627,100 647,100 Related Party Debt The following table summarizes related party debt: SCHEDULE OF RELATED PARTY DEBT March 31, December 31, 2022 2021 Rotman Family convertible notes $ 1,967,737 $ 1,967,737 Rotman Family nonconvertible notes 1,953,509 1,953,509 Accrued interest 434,455 384,238 Debt discount (10,833 ) (27,083 ) Long term debt, current 4,344,868 4,278,401 Less: current maturities (1,958,000 ) (1,487,000 ) Long term debt $ 2,386,868 $ 2,791,401 Rotman Family Convertible Notes On September 30, 2019, the Company issued contingently convertible promissory notes totaling $ 180,000 105,000 75,000 8 five years 50 128,000 67,000 126,000 66,000 On July 18, 2019, the Company issued contingently convertible notes totaling $ 1,522,500 1,102,500 420,000 58 5 50 1,252,000 477,000 1,238,000 472,000 On December 19, 2019, the Company issued a contingently convertible promissory note totaling $ 100,000 5 50 two years 111,000 110,000 On February 20, 2020, the Company issued a contingently convertible promissory note totaling $ 50,000 5 50 two years 55,000 On June 3, 2021, the Company issued a contingently convertible promissory note totaling $ 130,030 5 50 0.165 two years 135,000 134,000 On August 17, 2021, the Company issued a contingently convertible promissory note totaling $ 5,000 5 0.016 two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18 2,000 5,000 The following table summarizes the Rotman Family Convertible Notes: SCHEDULE OF NOTES PAYABLE Carrying Amount Principal March 31, December 31, Issue Date Amount 2022 2021 Steven Rotman 8.00% note due July 2024 07/18/19 $ 105,000 $ 128,100 $ 126,000 Steven Rotman 8.00 July 2024 07/18/19 $ 105,000 $ 128,100 $ 126,000 Gregory Rotman 8.00 July 2024 07/18/19 55,207 67,368 66,264 Steven Rotman 5.00 July 2027 07/18/19 1,102,500 1,251,797 1,238,016 Bernard Rotman 5.00 July 2023 07/18/19 420,000 476,875 471,625 Steven Rotman 5.00 December 2021 12/19/19 100,000 111,458 110,208 Steven Rotman 5.00 February 2022 02/02/20 50,000 55,208 54,583 Gregory Rotman 5.00 June 2023 06/03/21 130,030 135,448 133,822 Jamie Rotman 5.00 August 2022 08/17/21 5,000 5,156 5,094 $ 1,967,737 2,231,410 2,205,612 Debt Discount (10,833 ) (27,083 ) $ 2,220,577 $ 2,178,529 Based on the variable conversion price for these convertible notes excluding the one issued in August 2021, the Company recorded the embedded conversion features as derivative liabilities, which amounted to $ 1,094,000 1,131,000 Rotman Family Nonconvertible Notes In connection with the acquisition of 58% of Rotmans, Steven and Bernard Rotman were issued related party notes payable in the amounts of $ 367,500 140,000 5 3,828 2,917 maturity in December 2027 and 2023 417,000 159,000 413,000 157,000 During the six months ended December 31, 2020, Steven Rotman advanced the Company funds totaling $ 1,048,000 5 1,128,000 1,115,000 During 2021, Steven Rotman advanced the Company funds totaling $ 398,009 5 420,000 415,000 The following table summarizes the Rotman Family Nonconvertible Notes: SCHEDULE OF NOTES PAYABLE Carrying Amount Principal March 31, December 31, Issue Date Amount 2022 2021 Steven Rotman 5.00% note due July 2027 07/18/19 $ 367,500 $ 417,266 $ 412,672 Steven Rotman 5.00 July 2027 07/18/19 $ 367,500 $ 417,266 $ 412,672 Bernard Rotman 5.00 July 2023 07/18/19 140,000 158,958 157,208 Steven Rotman 5.00 December 2022 12/22/20 1,048,000 1,128,342 1,115,243 Steven Rotman 5.00 March 2023 03/31/21 395,000 416,590 411,652 Steven Rotman 5.00 June 2023 06/02/21 3,009 3,135 3,097 $ 1,953,509 $ 2,124,291 $ 2,099,872 Approximate maturities for the succeeding years are as follows: SCHEDULE OF MATURITIES OF NOTES PAYABLE Remainder of 2022 $ 1,525,000 2023 1,117,000 2024 229,000 2025 36,000 2026 38,000 Thereafter 1,399,868 Long term debt $ 4,344,868 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 9 - DERIVATIVE LIABILITIES As of March 31, 2022 and December 31, 2021, the Company had a $ 1,721,100 1,778,100 57,000 The embedded derivatives for the notes are carried on the Company’s condensed consolidated balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the condensed consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. The Company fair values the embedded derivative using a lattice-based valuation model or Monte Carlo simulation. The following table summarizes the derivative liabilities included in the condensed consolidated balance sheet at March 31, 2022 and December 31, 2021: Fair Value of Embedded Derivative Liabilities: SCHEDULE OF DERIVATIVE LIABILITIES 2022 2021 Balance, beginning of the period $ 1,778,100 $ 1,766,700 Initial measurement of liabilities - 65,000 Change in fair value (57,000 ) (53,600 ) Balance, end of the period $ 1,721,100 $ 1,778,100 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 10 STOCKHOLDERS’ DEFICIT Cumulative Convertible Preferred Stock On May 2, 2013, the Company began a private placement offering to sell up to 200,000 shares of the Company’s 10% Series A Cumulative Convertible Preferred Stock. Under the terms of the offering, the Company offered to sell up to 200,000 shares of preferred stock at $ 10 per share for a value of $ 2,000,000 . The preferred stock accumulates a 10% per annum dividend and was convertible at a conversion price of $ 0.075 per common share at the option of the holder after a nine-month holding period. The conversion price was lowered to $ 0.05 per common share for those holders who invested an additional $ 25,000 or more in the Company’s common stock in the aforementioned September 2014 Private Placement. The preferred shares have full voting rights as if converted and have a fully participating liquidation preference. As of March 31, 2022, the 8,698 77,000 3,273,710 As of December 31, 2021, the 8,698 75,000 3,230,220 Common Stock and Warrants During the three months ended March 31, 2022, the Company retired 20,000 270,000 18,000,001 |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 11 - REVENUES The following table presents our revenues disaggregated by each major product category and service for the three months ended March 31, 2022 and 2021: SCHEDULE OF REVENUES Three Months Ended March 31, 2022 2021 % of % of Net Sales Net Sales Net Sales Net Sales Merchandise: Case Goods Bedroom Furniture $ 368,050 9.6 $ 780,233 6.0 Dining Room Furniture 177,898 4.6 768,548 6.0 Occasional 503,681 13.1 1,952,829 15.2 1,049,629 27.3 3,501,610 27.2 Upholstery 1,554,639 40.5 4,400,170 34.2 Mattresses and Toppers 844,435 22.0 1,789,456 13.9 Broadloom, Flooring and Rugs 152,677 4.0 1,320,223 10.3 Warranty 132,156 3.4 265,772 2.1 Air Purification Units 103,290 2.7 1,159,286 9.0 Accessories and Other 2,432 0.1 431,602 3.3 $ 3,839,258 100.0 $ 12,868,119 100.0 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 12 - SHARE-BASED COMPENSATION Generally accepted accounting principles require share-based payments to employees, including grants of employee stock options, warrants, and common stock to be recognized in the income statement based on their fair values at the date of grant, net of estimated forfeitures. In total, the Company recorded $ 137,948 204,696 1,008,056 873,799 The Company used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards: ● Expected Dividend Yield - because the Company does not currently pay dividends, the expected dividend yield is zero ● Expected Volatility in Stock Price - volatility based on the Company’s trading activity was used to determine expected volatility; ● Risk-free Interest Rate - reflects the average rate on a United States Treasury Bond with a maturity equal to the expected term of the option; and ● Expected Life of Award - because we have minimal experience with the exercise of options or warrants for use in determining the expected life of each award, we used the option or warrant’s contractual term as the expected life. In total for the three months ended March 31, 2022 and 2021, the Company recorded $ 3,691 4,916 7,379 one year Options During 2004, the Board of Directors of the Company adopted a stock option plan (the “Plan”) and authorized up to 4,000,000 10,000,000 2,251,729 5,000,000 50,000,000 4 10 There were no The following table summarizes all stock option activity of the Company for the three months ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 27,174,938 $ 0.19 1.53 Granted - - - Exercised - - - Forfeited - $ - - Outstanding, March 31, 2022 27,174,938 $ 0.19 1.28 Exercisable, March 31, 2022 26,949,938 $ 0.19 1.24 As of March 31, 2022 and 2021, the aggregate intrinsic value of the Company’s outstanding options was minimal. The aggregate intrinsic value will change based on the fair market value of the Company’s common stock. Warrants Warrants are issued to third parties as payment for services, debt financing compensation and conversion and in conjunction with the issuance of common stock. The fair value of each common stock warrant issued for services is estimated on the date of grant using the Black-Scholes option pricing model. The following table represents the Company’s warrant activity for the three months ended March 31, 2022: SCHEDULE OF WARRANT ACTIVITY Number of Shares Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 10,174,259 - $ 0.08 2.36 Granted - - - - Exercised - - - - Forfeited - - - - Expired (1,125,939 ) - $ 0.15 - Outstanding, March 31, 2022 9,048,320 - $ 0.07 2.39 Exercisable, March 31, 2022 9,048,320 - $ 0.07 2.39 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13 - RELATED PARTY TRANSACTIONS Officers and Directors Per Steven Rotman’s Employment agreement dated July 22, 2019, as amended, he is to be paid $ 125,000 10,417 50% 5,000 107,000 348,000 23,295,000 138,155 116,403 6,666,667 100,000 The Board of Directors authorized their board fees for 2021 be paid in common stock of the Company. Included in stock subscription payable at March 31, 2022 and December 31, 2021 is 10 291,000 2 58,200 Related Party Advances During the three months ended March 31, 2022, Gregory Rotman and Steven Rotman advanced the Company funds totaling $ 35,000 5,000 Designcenters.com This entity is owned by Jamie Rotman, who is the daughter of the Company’s CEO, Steven Rotman. Designcenters.com (“Design”) provided bookkeeping and management services to the Company through July 2019. In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of March 31, 2022, the Company had a stock subscription payable balance of $ 42,000 850,000 Blue Oar Consulting, Inc. This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar Consulting, Inc. (“Blue Oar”) provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity. Per the consulting agreement, Blue Oar is to be paid $ 15,000 12,500 50% 118,000 354,000 25,800,000 225,000 4,666,667 70,000 Fluid Energy Conversion Inc. In May of 2019, the Company acquired the assets of Fluid Energy Conversion Inc. (“FEC”) for 2,500,000 103,750 2,500,000 |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 14 - COMMITMENTS Employment and Consulting Agreements The Company has entered into employment and consulting agreements with certain of our officers, employees, and affiliates. For employees, payment and benefits would become payable in the event of termination by us for any reason other than cause, or upon change in control of our Company, or by the employee for good reason. There is currently one employment agreement in place with the CEO, Steven Rotman. See compensation terms in Note 13. During the three months ended March 31, 2022, the Company entered into various service agreements with consultants for financial reporting, advisory, and compliance services. Litigation From time to time, the Company is party to certain legal proceedings that arise in the ordinary course and are incidental to our business. Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods. EMA Financial On February 19, 2019, EMA Financial, Inc. filed a lawsuit in the Southern District of New York against the Company. The lawsuit alleged various breaches of an underlying convertible promissory note and stock purchase agreement and sought four claims for relief: (i) specific performance to enforce a stock conversion and contractual obligations; (ii) breach of contract; (iii) permanent injunction to enforce the stock conversion and contractual obligations; and (iv) legal fees and costs of the litigation. The complaint was filed with a motion seeking: (i) a preliminary injunction seeking an immediate resolution of the case through the stock conversion; (ii) a consolidation of the trial with the preliminary injunctive hearing; and (iii) summary judgment on the first and third claims for relief. The Company filed an opposition to the motion and upon oral argument the motion for injunctive relief was denied. The Court issued a decision permitting a motion for summary judgment to proceed and permitted the Company the opportunity to supplement its opposition papers together with the plaintiff who was also provided opportunity to submit reply papers. On April 5, 2019, the Company filed the opposition papers as well as a motion to dismiss the first and third causes of action in the complaint. On March 13, 2020, the Court granted the Company’s motion dismissing the first and third claims for relief and denied the motion for summary judgment as moot. The Company subsequently filed an amended answer with counterclaims. The affirmative defenses if granted collectively preclude the relief sought. In addition, Vystar filed counterclaims asserting: (a) violation of 10(b)(5) of the Securities and Exchange Act; (b) violation of Section 15(a)(1) of the Exchange Act (failure to register as a broker-dealer); (c) pursuant to the Uniform Declaratory Judgment Act, 28 U.S.C. §§ 2201, the Company requests the Court to declare: (i) pursuant to Delaware law, the underlying agreements are unconscionable; (ii) the underlying agreements are unenforceable and/or portions are unenforceable, such as the liquidated damages sections; (iii) to the extent the agreement is enforceable, Vystar in good faith requests the Court to declare the legal fee provisions of the agreements be mutual (d) unjust enrichment; (e) breach of contract (in the alternative); and (f) attorneys’ fees. On June 10, 2020, EMA filed a motion for summary judgment as to its remaining claims for relief and a motion to dismiss the Company’s affirmative defenses and counterclaims. The Company opposed the motion on July 10, 2020, and the same was fully submitted to the Court on July 28, 2020. On March 29, 2021, the Court issued a decision granting in part and denying in part the motion. Specifically, the Court granted that part of the motion seeking summary judgment and dismissal on the Company’s affirmative defense and counterclaim regarding Sections 15(a)/29(b) of the Exchange Act. Two weeks later the Company filed a motion for reconsideration as to the dismissal portion of the order, or, for the alternative, a motion for certification for the right to file a petition to the Second Circuit Court of Appeals on the issue. The Court denied the motion for reconsideration and certification. Subsequently, fact discovery has been completed and the parties are now moving forward with preparing summary judgment motions for their respective claims. Motions should be fully submitted to the Court by the end of June 2022. Payment of Wages Actions On March 13, 2020, Robert LaChapelle, a former employee of Rotmans Furniture, the Company’s majority owned subsidiary, on behalf of himself and all others similarly situated, filed a class action complaint against Rotmans and two of its prior owners (including Steve Rotman, President of the Company) in the Worcester Superior Court alleging non-payment of overtime pay and Sunday premium pay pursuant to the Massachusetts Blue Laws (Ch. 136), the Massachusetts Overtime Law (Chapter 151, § 1A), and the Massachusetts Payment of Wages Law (Chapter 149 §§148 and 150). Specifically, LaChapelle has alleged that Rotmans failed to pay him and other sales people who were paid on a commission-only basis overtime pay at a rate of least 1.5 times the basic minimum wage or premium pay (also at 1.5 times the basic minimum wage) for hours they worked on Sundays. The parties settled with the named Plaintiffs, Robert LaChapelle and certain other employees, each on an individual basis, for a de minimus amount which was paid in March 2021. Plaintiffs’ counsel then filed a Stipulation of Dismissal of the Plaintiffs’ Complaint with prejudice. The settlement is included in operating expenses in the accompanying financial statements for the year ended December 31, 2020. On May 21, 2021, one former and one current employee of Rotmans filed suit in the Worcester District Court on substantially the same allegations as LaChapelle. In January 2022, the parties settled for a similarly immaterial amount. The Stipulation of Dismissal is expected to be in June 2022 after the settlement payment is made. Stock Subscription Payable At March 31, 2022 and December 31, 2021, the Company recorded $ 1,381,806 1,247,549 SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE Amount Shares Balance, January 1, 2021 $ 2,589,556 99,431,356 Additions, net 806,082 42,185,365 Issuances, net (2,148,089 ) (81,110,994 ) Balance, December 31, 2021 1,247,549 60,505,727 Additions, net 134,257 18,695,017 Balance, March 31, 2022 $ 1,381,806 79,200,744 |
MAJOR CUSTOMERS AND VENDORS
MAJOR CUSTOMERS AND VENDORS | 3 Months Ended |
Mar. 31, 2022 | |
Major Customers And Vendors | |
MAJOR CUSTOMERS AND VENDORS | NOTE 15 - MAJOR CUSTOMERS AND VENDORS Major customers and vendors are defined as a customer or vendor from which the Company derives at least 10% of its revenue and cost of revenue, respectively. During the three months ended March 31, 2022, the Company made approximately 16% 111,000 During the three months ended March 31, 2021, the Company made approximately 22% 415,000 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16 - INCOME TAXES The provision (benefit) for income taxes for the three months ended March 31, 2022 and 2021 assumes a 21% SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Three Months Ended March 31, 2022 2021 Federal statutory income tax rate (21.0 %) (21.0 %) Change in valuation allowance on net operating loss carryforwards 21.0 21.0 Effective income tax rate 0.0 % 0.0 % Deferred tax assets as of March 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 NOL carryforwards $ 7,600,000 $ 7,500,000 Less valuation allowance (7,600,000 ) (7,500,000 ) Deferred tax assets $ - $ - Deferred taxes are caused primarily by net operating loss carryforwards. U.S. Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S. federal income taxation. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated in 2021 is also carried forward indefinitely but limited to 80% of taxable income. For federal income tax purposes, the Company has a net operating loss carryforward of approximately $ 36,400,000 18,400,000 18,000,000 18,400,000 17,700,000 In addition, as of March 31, 2022, Rotmans has a net operating loss carryforward of approximately $ 4,100,000 1,500,000 2,600,000 3,200,000 Pursuant to Internal Revenue Code Section 382, the future realization of our net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. |
PROFIT SHARING PLAN
PROFIT SHARING PLAN | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
PROFIT SHARING PLAN | NOTE 17 - PROFIT SHARING PLAN The Company sponsors a qualified 401(k) profit sharing plan covering all eligible employees. The plan permits participants to make tax-deferred contributions to the plan by salary reduction. Company contributions are discretionary and are determined annually by the Board of Directors. There were no Company contributions in 2022 and 2021. Participant and Company contributions are limited to amounts allowed under the Internal Revenue Code. The Company offers no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS Blue Oar has advanced Rotmans $ 500,000 100,000 6% 12,500 Steven Rotman has advanced the Company funds totaling $ 14,087 . The Company has not formalized an agreement with repayment terms as of this date. Pursuant to a settlement agreement with a vendor in May 2022, Steven Rotman personally guaranteed an obligation of the Company totaling $ 96,681 7,437 |
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 | Basis of Presentation The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report and Form 10-K for the year ended December 31, 2021. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. Other than those events disclosed in Note 18, the Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements. |
Basis of Consolidation | Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
COVID-19 | COVID-19 In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state, and local governments mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. On March 24, 2020, Massachusetts required all non-essential businesses to close their physical workplaces. As a result, the Rotmans showroom, offices and warehouse temporarily closed. During that time, associates worked remotely where possible. The Company reopened on June 10, 2020 and continues to monitor developments, including government requirements and recommendations. The COVID-19 pandemic has caused, among other things, interruptions to our supply chains and suppliers, including problems with inventory availability with price volatility and higher cost of products and international freight due to the high demand of products and low supply for an unpredictable period of time. The pandemic continues to cause economic disruption. Although our showroom has reopened, some business segments remain closed or are operating on a reduced scale. The COVID-19 pandemic is complex and continues to evolve with the emergence and spread of variants. We cannot reasonably estimate the duration of COVID-19 and its impact on Vystar. Accordingly, the estimates and assumptions made as of March 31, 2022 could change in subsequent interim reports, and it is reasonably possible that such changes could be significant (although the potential effects cannot be measured at this time). |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one reportable segment with different operating segments. |
Estimates | Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates made by management include, among others, allowance for obsolete inventory, the recoverability of long-lived assets, valuation and impairment of intangible assets, fair values of right of use assets and lease liabilities, valuation of derivative liabilities, share-based compensation and other equity issuances. Although these estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued expenses and interest payable, shareholder notes payable, long-term debt and unearned revenue. The carrying values of all the Company’s financial instruments approximate or equal fair value because of their short maturities and market interest rates or, in the case of equity securities, being stated at fair value. In specific circumstances, certain assets and liabilities are reported or disclosed at fair value. Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the Company’s principal market for such transactions. If there is not an established principal market, fair value is derived from the most advantageous market. Valuation inputs are classified in the following hierarchy: ● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 inputs are directly or indirectly observable valuation inputs for the asset or liability, excluding Level 1 inputs. ● Level 3 inputs are unobservable inputs for the asset or liability. Highest priority is given to Level 1 inputs and the lowest priority to Level 3 inputs. Acceptable valuation techniques include the market approach, income approach, and cost approach. In some cases, more than one valuation technique is used. The derivative liabilities were recognized at fair value on a recurring basis through the date of the settlement and March 31, 2022 and are level 3 measurements. There have been no transfers between levels during the three months ended March 31, 2022. |
Acquisitions | Acquisitions Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by management. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including, legal, accounting, and other costs, are capitalized in asset acquisitions and for business combinations are expensed in the periods in which the costs are incurred. The results of operations of acquired assets are included in the financial statements from the acquisition date. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Restricted cash represents cash balances restricted as to withdrawal or use and are included in prepaid expenses and other on the condensed consolidated balance sheets. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net are stated at the amount management expects to collect from outstanding balances. The Company routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of 3 840,000 273,000 |
Other Receivables | Other Receivables Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) signed into law on March 27, 2020 and the subsequent extension of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. The Company recognized employee retention credits of $ 771,287 154,468 Rotmans terminated its agreement with a supplier in 2021 and will receive $ 100,000 104,075 37,408 |
Inventories | Inventories Inventories include those costs directly attributable to the product before sale. Inventories consist primarily of finished goods of furniture, mattresses, RxAir purifier units, foam toppers and pillows and are carried at net realizable value, which is defined as selling price less cost of completion, disposal and transportation. The Company evaluates the need to record write-downs for inventory on a regular basis. Appropriate consideration is given to obsolescence, slow-moving and other factors in evaluating net realizable values. Inventories not expected to be sold within 12 months are classified as long-term. |
Prepaid Expenses and Other | Prepaid Expenses and Other Prepaid expenses and other include restricted cash, amounts related to prepaid insurance policies, which are expensed on a straight-line basis over the life of the underlying policy, and other expenses. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, generally 5 10 Expenditures for major renewals and betterments are capitalized, while routine repairs and maintenance are expensed as incurred. When property items are retired or otherwise disposed of, the asset and related reserve accounts are relieved of the cost and accumulated depreciation, respectively, and the resultant gain or loss is reflected in earnings. As of March 31, 2022, the net balance of property and equipment is $ 767,831 708,252 832,099 643,984 |
Intangible Assets | Intangible Assets Patents represent legal and other fees associated with the registration of patents. The Company has five issued patents with the United States Patent and Trade Office (“USPTO”) as well as five issued international Patent Cooperation Treaty (“PCT”) patents. Patents are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 9 20 The Company has trademark protection for “Vystar”, “Vytex”, and “RxAir” among others. Trademarks are carried at cost and since their estimated life is indeterminable, no amortization is recognized. Instead, they are evaluated annually for impairment. Customer relationships, tradename and marketing related intangibles are carried at cost and are being amortized on a straight-line basis over their estimated useful lives, typically ranging from 5 to 10 years. Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. |
Long-Lived Assets | Long-Lived Assets We review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be fully recoverable. We evaluate assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the assets. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value. Assets to be disposed of would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. During the three months ended March 31, 2022 and 2021, we did not recognize any impairment of our long-lived assets. |
Goodwill | Goodwill Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized, rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. We perform our annual impairment test at the end of each calendar year, or more frequently if events or changes in circumstances indicate the asset might be impaired. Accounting for acquisitions requires us to recognize, separately from goodwill, the assets acquired and the liabilities assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While we use best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. The impairment model permits, and we utilize, a simplified approach for determining goodwill impairment. In the first step, we evaluate the recoverability of goodwill by estimating the fair value of our reporting unit using multiple techniques, including an income approach using a discounted cash flow model and a market approach. Based on an equal weighting of the results of these two approaches, a conclusion of fair value is estimated. The fair value is then compared to the carrying value of our reporting unit. If the fair value of a reporting unit is less than its carrying value, the Company recognizes this amount as an impairment loss. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of goodwill over its implied fair value. |
Convertible Notes Payable | Convertible Notes Payable Borrowings are recognized initially at the principal amount received. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized as interest expense in the statements of operations over the period of the borrowings using the effective interest method. |
Derivatives | Derivatives The Company evaluates its debt instruments or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity The Company applies the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instrument or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. From time to time, the Company has issued notes with embedded conversion features. Certain of the embedded conversion features contain price protection or anti-dilution features that result in these instruments being treated as derivatives for accounting purposes. Accordingly, as of March 31, 2022, the Company has classified all conversion features as derivative liabilities and has estimated the fair value of these embedded conversion features using a Monte Carlo simulation model. |
Unearned Revenue | Unearned Revenue Unearned revenue consists of customer advance payments, deposits on sales of undelivered merchandise and deferred warranty revenue on self-insured stain protection warranty coverage. Changes to unearned revenue during the three months ended March 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE 2022 2021 Balance, beginning of the period $ 1,122,195 $ 2,427,771 Customer deposits received 3,560,713 10,953,412 Gift cards purchased 800 - Revenue earned (3,538,104 ) (11,643,047 ) Balance, end of the period $ 1,145,604 $ 1,738,136 |
Income (Loss) Per Share | Income (Loss) Per Share The Company presents basic and diluted income (loss) per share. Even though the Company reported a net loss in the first quarter of 2022 (net income for the first quarter of 2021), common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive income (loss) per share were the same. Excluded from the computation of diluted income (loss) per share were options to purchase 26,949,938 27,224,938 9,048,320 13,749,571 200,000 3,273,710 3,099,750 1,101,769,005 164,103,328 |
Revenue | Revenue Our principal activities from which we generate our revenue are product sales. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. The contract is based on either the acceptance of standard terms and conditions at the retail store and on the websites for e-commerce customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers, which is typically within 1 to 2 days or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer. A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of finished goods to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of finished goods and related shipping and handling are accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to retail, e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. As of March 31, 2022 and December 31, 2021, reserves for estimated sales returns totaled $ 291,000 337,000 We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped based on fulfillment by the Company. The Company considers fulfillment when it passes all liability at the point of shipping through third party carriers or in-house delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying condensed consolidated statements of operations and the costs associated with these deliveries are included in revenues as a third-party delivery service is engaged. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of revenue in the accompanying condensed consolidated statements of operations. The Company also defers revenues for separately-priced stain protection warranty coverage for which it is ultimately self-insured. Revenue is recognized from the extended warranty sales on a straight-line basis over the respective contract term. The extended warranty terms primarily range from three to five years from the date of delivery. The Company ended this warranty program during 2020 but continues to amortize the previously contracted warranties over their original terms. The Company switched to a separately-priced stain protection warranty serviced by a third-party when the store reopened in June 2020. 442,000 524,000 82,000 110,000 113,000 134,000 |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of product and freight costs and fees paid to online retailers. |
Research and Development | Research and Development Research and development costs are expensed when incurred. Research and development costs include all costs incurred related to the research, development and testing. For the three months ended March 31, 2022 and 2021, Vystar’s research and development costs were not significant. |
Advertising Costs | Advertising Costs Advertising costs, which include television, radio, newspaper, digital and other media advertising, are expensed upon first showing. Advertising costs were approximately $ 293,000 865,000 |
Share-Based Compensation | Share-Based Compensation The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The value of restricted stock awards is determined using the fair value of the Company’s common stock on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. |
Income Taxes | Income Taxes Vystar recognizes income taxes on an accrual basis based on a tax position taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets or liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50% No The Company remains subject to income tax examinations from Federal and state taxing jurisdictions for 2018 through 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Certain financial instruments potentially subject the Company to concentrations of credit risk. These financial instruments consist primarily of cash and accounts receivable. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. Credit concentration risk related to accounts receivable is mitigated as customer credit is checked prior to the sales. |
Other Risks and Uncertainties | Other Risks and Uncertainties The Company is exposed to risks pertinent to the operations of a retailer, including, but not limited to, the ability to acquire new customers and maintain a strong brand as well as broader economic factors such as interest rates and changes in customer spending patterns. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). |
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 UNEARNED REVENUE | Changes to unearned revenue during the three months ended March 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE 2022 2021 Balance, beginning of the period $ 1,122,195 $ 2,427,771 Customer deposits received 3,560,713 10,953,412 Gift cards purchased 800 - Revenue earned (3,538,104 ) (11,643,047 ) Balance, end of the period $ 1,145,604 $ 1,738,136 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET March 31, December 31, 2022 2021 Furniture, fixtures and equipment $ 588,624 $ 588,624 Tooling and testing equipment 338,572 338,572 Parking lots 365,707 365,707 Leasehold improvements 134,014 134,014 Motor vehicles 49,166 49,166 Property and equipment, gross 1,476,083 1,476,083 Accumulated depreciation (708,252 ) (643,984 ) Property and equipment, net $ 767,831 $ 832,099 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, December 31, Amortization Period 2022 2021 (in Years) Amortized intangible assets: Customer relationships $ 150,000 $ 150,000 6 10 Proprietary technology 280,000 280,000 10 Tradename and brand 1,050,000 1,050,000 5 10 Marketing related 380,000 380,000 5 Patents 361,284 361,284 6 20 Noncompete 50,000 50,000 5 Total 2,271,284 2,271,284 Accumulated amortization (1,157,798 ) (1,071,486 ) Intangible assets, net 1,113,486 1,199,798 Indefinite-lived intangible assets: Trademarks 9,072 9,072 Total intangible assets $ 1,122,558 $ 1,208,870 |
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE | Estimated future amortization expense for finite-lived intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Amount Remaining in 2022 $ 258,937 2023 338,638 2024 239,411 2025 90,550 2026 71,232 Thereafter 114,718 Total $ 1,113,486 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
SCHEDULE OF LEASE COST | The table below presents the lease costs for the three months ended March 31, 2022 and 2021: SCHEDULE OF LEASE COST 1 2 Three Months Ended March 31, 2022 2021 Operating lease cost $ 287,670 $ 396,052 Finance lease cost: Amortization of right-of-use assets 44,468 45,912 Interest on lease liabilities 7,312 9,488 Total lease cost $ 339,450 $ 451,452 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following table presents other information related to leases: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 1 2 Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 263,616 $ 375,911 Financing cash flows used for financing leases 49,661 52,427 Assets obtained in exchange for operating lease liabilities - - Assets obtained in exchange for finance lease liabilities 4,739 - Weighted average remaining lease term: Operating leases 8.8 8.7 Finance leases 4.1 4.8 Weighted average discount rate: Operating leases 5.60 % 5.55 % Finance leases 5.16 % 5.1 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS | The future minimum lease payments required under operating and financing lease obligations as of March 31, 2022 having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS Operating Leases Finance Leases Total Remainder of 2022 $ 705,811 $ 115,841 $ 821,652 2023 878,807 139,080 1,017,887 2024 870,000 139,080 1,009,080 2025 870,000 139,080 1,009,080 2026 870,000 68,395 938,395 Thereafter 3,552,500 - 3,552,500 Total undiscounted lease liabilities 7,747,118 601,476 8,348,594 Less: imputed interest (1,606,400 ) (61,204 ) (1,667,604 ) Net lease liabilities $ 6,140,718 $ 540,272 $ 6,680,990 |
NOTES PAYABLE AND LOAN FACILI_2
NOTES PAYABLE AND LOAN FACILITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Debt [Line Items] | |
SCHEDULE OF LONG-TERM DEBT | The following table summarizes shareholder, convertible and contingently convertible notes payable: SCHEDULE OF LONG-TERM DEBT March 31, December 31, 2022 2021 Shareholder, convertible and contingently convertible notes $ 1,241,895 $ 1,241,895 Accrued interest 162,532 147,009 Total shareholder notes and accrued interest 1,404,427 1,388,904 Less: current maturities (1,404,427 ) (1,388,904 ) Total long-term debt $ - $ - |
SCHEDULE OF RELATED PARTY DEBT | The following table summarizes related party debt: SCHEDULE OF RELATED PARTY DEBT March 31, December 31, 2022 2021 Rotman Family convertible notes $ 1,967,737 $ 1,967,737 Rotman Family nonconvertible notes 1,953,509 1,953,509 Accrued interest 434,455 384,238 Debt discount (10,833 ) (27,083 ) Long term debt, current 4,344,868 4,278,401 Less: current maturities (1,958,000 ) (1,487,000 ) Long term debt $ 2,386,868 $ 2,791,401 |
SCHEDULE OF MATURITIES OF NOTES PAYABLE | Approximate maturities for the succeeding years are as follows: SCHEDULE OF MATURITIES OF NOTES PAYABLE Remainder of 2022 $ 1,525,000 2023 1,117,000 2024 229,000 2025 36,000 2026 38,000 Thereafter 1,399,868 Long term debt $ 4,344,868 |
Rotman Family Convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF NOTES PAYABLE | The following table summarizes the Rotman Family Convertible Notes: SCHEDULE OF NOTES PAYABLE Carrying Amount Principal March 31, December 31, Issue Date Amount 2022 2021 Steven Rotman 8.00% note due July 2024 07/18/19 $ 105,000 $ 128,100 $ 126,000 Steven Rotman 8.00 July 2024 07/18/19 $ 105,000 $ 128,100 $ 126,000 Gregory Rotman 8.00 July 2024 07/18/19 55,207 67,368 66,264 Steven Rotman 5.00 July 2027 07/18/19 1,102,500 1,251,797 1,238,016 Bernard Rotman 5.00 July 2023 07/18/19 420,000 476,875 471,625 Steven Rotman 5.00 December 2021 12/19/19 100,000 111,458 110,208 Steven Rotman 5.00 February 2022 02/02/20 50,000 55,208 54,583 Gregory Rotman 5.00 June 2023 06/03/21 130,030 135,448 133,822 Jamie Rotman 5.00 August 2022 08/17/21 5,000 5,156 5,094 $ 1,967,737 2,231,410 2,205,612 Debt Discount (10,833 ) (27,083 ) $ 2,220,577 $ 2,178,529 |
Rotman Family Non-convertible Notes [Member] | |
Short-Term Debt [Line Items] | |
SCHEDULE OF NOTES PAYABLE | The following table summarizes the Rotman Family Nonconvertible Notes: SCHEDULE OF NOTES PAYABLE Carrying Amount Principal March 31, December 31, Issue Date Amount 2022 2021 Steven Rotman 5.00% note due July 2027 07/18/19 $ 367,500 $ 417,266 $ 412,672 Steven Rotman 5.00 July 2027 07/18/19 $ 367,500 $ 417,266 $ 412,672 Bernard Rotman 5.00 July 2023 07/18/19 140,000 158,958 157,208 Steven Rotman 5.00 December 2022 12/22/20 1,048,000 1,128,342 1,115,243 Steven Rotman 5.00 March 2023 03/31/21 395,000 416,590 411,652 Steven Rotman 5.00 June 2023 06/02/21 3,009 3,135 3,097 $ 1,953,509 $ 2,124,291 $ 2,099,872 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITIES | The following table summarizes the derivative liabilities included in the condensed consolidated balance sheet at March 31, 2022 and December 31, 2021: Fair Value of Embedded Derivative Liabilities: SCHEDULE OF DERIVATIVE LIABILITIES 2022 2021 Balance, beginning of the period $ 1,778,100 $ 1,766,700 Initial measurement of liabilities - 65,000 Change in fair value (57,000 ) (53,600 ) Balance, end of the period $ 1,721,100 $ 1,778,100 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF REVENUES | The following table presents our revenues disaggregated by each major product category and service for the three months ended March 31, 2022 and 2021: SCHEDULE OF REVENUES Three Months Ended March 31, 2022 2021 % of % of Net Sales Net Sales Net Sales Net Sales Merchandise: Case Goods Bedroom Furniture $ 368,050 9.6 $ 780,233 6.0 Dining Room Furniture 177,898 4.6 768,548 6.0 Occasional 503,681 13.1 1,952,829 15.2 1,049,629 27.3 3,501,610 27.2 Upholstery 1,554,639 40.5 4,400,170 34.2 Mattresses and Toppers 844,435 22.0 1,789,456 13.9 Broadloom, Flooring and Rugs 152,677 4.0 1,320,223 10.3 Warranty 132,156 3.4 265,772 2.1 Air Purification Units 103,290 2.7 1,159,286 9.0 Accessories and Other 2,432 0.1 431,602 3.3 $ 3,839,258 100.0 $ 12,868,119 100.0 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes all stock option activity of the Company for the three months ended March 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 27,174,938 $ 0.19 1.53 Granted - - - Exercised - - - Forfeited - $ - - Outstanding, March 31, 2022 27,174,938 $ 0.19 1.28 Exercisable, March 31, 2022 26,949,938 $ 0.19 1.24 |
SCHEDULE OF WARRANT ACTIVITY | The following table represents the Company’s warrant activity for the three months ended March 31, 2022: SCHEDULE OF WARRANT ACTIVITY Number of Shares Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, December 31, 2021 10,174,259 - $ 0.08 2.36 Granted - - - - Exercised - - - - Forfeited - - - - Expired (1,125,939 ) - $ 0.15 - Outstanding, March 31, 2022 9,048,320 - $ 0.07 2.39 Exercisable, March 31, 2022 9,048,320 - $ 0.07 2.39 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE | SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE Amount Shares Balance, January 1, 2021 $ 2,589,556 99,431,356 Additions, net 806,082 42,185,365 Issuances, net (2,148,089 ) (81,110,994 ) Balance, December 31, 2021 1,247,549 60,505,727 Additions, net 134,257 18,695,017 Balance, March 31, 2022 $ 1,381,806 79,200,744 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Three Months Ended March 31, 2022 2021 Federal statutory income tax rate (21.0 %) (21.0 %) Change in valuation allowance on net operating loss carryforwards 21.0 21.0 Effective income tax rate 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSETS | Deferred tax assets as of March 31, 2022 and December 31, 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 NOL carryforwards $ 7,600,000 $ 7,500,000 Less valuation allowance (7,600,000 ) (7,500,000 ) Deferred tax assets $ - $ - |
SCHEDULE OF UNEARNED REVENUE (D
SCHEDULE OF UNEARNED REVENUE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Balance, beginning of the period | $ 1,122,195 | $ 2,427,771 |
Customer deposits received | 3,560,713 | 10,953,412 |
Gift cards purchased | 800 | |
Revenue earned | (3,538,104) | (11,643,047) |
Balance, end of the period | $ 1,145,604 | $ 1,738,136 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Sales average service charge, percentage | 3.00% | ||
Accounts Receivable, Sale | $ 840,000 | ||
Allowance for Doubtful Accounts, Premiums and Other Receivables | 273,000 | $ 273,000 | |
Other Receivables | 771,287 | ||
Received in consideration | 154,468 | ||
Increase (Decrease) in Other Receivables | (37,408) | ||
Property and equipment | 767,831 | 832,099 | |
Accumulated depreciation of property and equipment | 708,252 | 643,984 | |
Reserves for estimated sales returns | 291,000 | 337,000 | |
Deferred commission costs | 113,000 | 134,000 | |
Advertising expense | $ 293,000 | 865,000 | |
Income tax, likely hood percentage | greater than 50% | ||
Income tax examination, penalties and interest accrued | $ 0 | 0 | |
Deferred Warranty Revenue [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Deferred revenue | 442,000 | 524,000 | |
Proceeds from deferred revenue arrangements | $ 82,000 | $ 110,000 | |
Options to Purchase Common Shares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 26,949,938 | 27,224,938 | |
Warrants to Purchase Common Shares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 9,048,320 | 13,749,571 | |
Warrants to purchase common shares one [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 200,000 | ||
Convertible Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 3,273,710 | 3,099,750 | |
Convertible Debt Securities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 1,101,769,005 | 164,103,328 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Intangible asset, useful life | 9 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 10 years | ||
Intangible asset, useful life | 20 years | ||
Steven Rotman [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Received in consideration | $ 100,000 | ||
Remaining balance | $ 104,075 | ||
Increase (Decrease) in Other Receivables | $ 37,408 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 172,340 | $ 151,175 |
Working capital deficit | 9,300,000 | |
Accumulated deficit | $ 52,184,870 | $ 51,410,516 |
INVESTMENTS _ EQUITY SECURITI_2
INVESTMENTS – EQUITY SECURITIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Investments, All Other Investments [Abstract] | |
Unrealized gain loss | $ 14,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,476,083 | $ 1,476,083 |
Accumulated depreciation | (708,252) | (643,984) |
Property and equipment, net | 767,831 | 832,099 |
Furniture Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 588,624 | 588,624 |
Tooling and Testing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 338,572 | 338,572 |
Parking Lots [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 365,707 | 365,707 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 134,014 | 134,014 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 49,166 | $ 49,166 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 64,268 | $ 96,019 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 2,271,284 | $ 2,271,284 |
Accumulated amortization | (1,157,798) | (1,071,486) |
Intangible assets, net | 1,113,486 | 1,199,798 |
Trademarks | 9,072 | 9,072 |
Total intangible assets | $ 1,122,558 | 1,208,870 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 9 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 20 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 150,000 | 150,000 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 6 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 10 years | |
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 280,000 | 280,000 |
Estimated Life | 10 years | |
Tradename and Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 1,050,000 | 1,050,000 |
Tradename and Brand [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Tradename and Brand [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 10 years | |
Marketing Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 380,000 | 380,000 |
Estimated Life | 5 years | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 361,284 | 361,284 |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 6 years | |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 20 years | |
Noncompete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 50,000 | $ 50,000 |
Estimated Life | 5 years |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining in 2022 | $ 258,937 | |
2023 | 338,638 | |
2024 | 239,411 | |
2025 | 90,550 | |
2026 | 71,232 | |
Thereafter | 114,718 | |
Intangible assets, net | $ 1,113,486 | $ 1,199,798 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 86,312 | $ 95,990 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating lease cost | $ 287,670 | $ 396,052 |
Amortization of right-of-use assets | 44,468 | 45,912 |
Interest on lease liabilities | 7,312 | 9,488 |
Total lease cost | $ 339,450 | $ 451,452 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Operating cash flows used for operating leases | $ 263,616 | $ 375,911 |
Financing cash flows used for financing leases | 49,661 | 52,427 |
Assets obtained in exchange for operating lease liabilities | ||
Assets obtained in exchange for finance lease liabilities | $ 4,739 | |
Weighted average remaining lease term: operating leases | 8 years 9 months 18 days | 8 years 8 months 12 days |
Weighted average remaining lease term: finance leases | 4 years 1 month 6 days | 4 years 9 months 18 days |
Weighted average discount rate: operating leases | 5.60% | 5.55% |
Weighted average discount rate: finance leases | 5.16% | 5.10% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS (Details) | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Operating Leases Remainder of 2022 | $ 705,811 |
Operating Leases 2023 | 878,807 |
Operating Leases 2024 | 870,000 |
Operating Leases 2025 | 870,000 |
Operating Leases 2026 | 870,000 |
Thereafter | 3,552,500 |
Operating Leases Total undiscounted lease liabilities | 7,747,118 |
Operating Leases Less: imputed interest | (1,606,400) |
Operating lease, net lease liabilities | 6,140,718 |
Finance Lease, Liability, to be Paid [Abstract] | |
Finance Leases Remainder of 2022 | 115,841 |
Finance Leases 2023 | 139,080 |
Finance Leases 2024 | 139,080 |
Finance Leases 2025 | 139,080 |
Finance Leases 2026 | 68,395 |
Thereafter | |
Finance Leases Total undiscounted lease liabilities | 601,476 |
Operating Leases Less: imputed interest | (61,204) |
Finance lease, net lease liabilities | 540,272 |
Remainder of 2022 | 821,652 |
2023 | 1,017,887 |
2024 | 1,009,080 |
2025 | 1,009,080 |
2026 | 938,395 |
Thereafter | 3,552,500 |
Total undiscounted lease liabilities | 8,348,594 |
Less: imputed interest | (1,667,604) |
Net lease liabilities | $ 6,680,990 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases | ||
Lease expiration description | These leases expire at various dates through 2024 with options to extend to 2031 | |
Sublease income | $ 34,000 | $ 42,000 |
SCHEDULE OF LONG-TERM DEBT (Det
SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Shareholder, convertible and contingently convertible notes | $ 1,241,895 | $ 1,241,895 |
Accrued interest | 162,532 | 147,009 |
Total shareholder notes and accrued interest | 1,404,427 | 1,388,904 |
Less: current maturities | (1,404,427) | (1,388,904) |
Total long-term debt |
SCHEDULE OF RELATED PARTY DEBT
SCHEDULE OF RELATED PARTY DEBT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Long term debt, current | $ 4,344,868 | $ 4,278,401 |
Accrued interest | 434,455 | 384,238 |
Debt discount | (10,833) | (27,083) |
Less: current maturities | (1,958,000) | (1,487,000) |
Long term debt | 2,386,868 | 2,791,401 |
Rotman Family Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, current | 1,967,737 | 1,967,737 |
Debt discount | (10,833) | (27,083) |
Rotman Family Non-convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, current | $ 1,953,509 | $ 1,953,509 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||
Principal Amount | $ 4,344,868 | $ 4,278,401 | |
Debt Discount | (10,833) | (27,083) | |
Rotman Family Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Principal Amount | 1,967,737 | 1,967,737 | |
Carrying Amount | 2,231,410 | 2,205,612 | |
Debt Discount | (10,833) | (27,083) | |
Notes payable | 2,220,577 | 2,178,529 | |
Rotman Family Non-convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Principal Amount | 1,953,509 | 1,953,509 | |
Carrying Amount | $ 2,124,291 | 2,099,872 | |
Steven Rotman [Member] | |||
Short-Term Debt [Line Items] | |||
Principal Amount | 398,009 | $ 1,048,000 | |
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 105,000 | ||
Carrying Amount | $ 128,100 | 126,000 | |
Steven Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 1,102,500 | ||
Carrying Amount | $ 1,251,797 | 1,238,016 | |
Steven Rotman [Member] | Rotman Family Convertible Notes Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Dec. 19, 2019 | ||
Principal Amount | $ 100,000 | ||
Carrying Amount | $ 111,458 | 110,208 | |
Steven Rotman [Member] | Rotman Family Convertible Notes Four [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Feb. 2, 2020 | ||
Principal Amount | $ 50,000 | ||
Carrying Amount | $ 55,208 | 54,583 | |
Steven Rotman [Member] | Rotman Family Nonconvertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 367,500 | ||
Carrying Amount | $ 417,266 | 412,672 | |
Steven Rotman [Member] | Rotman Family Nonconvertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Dec. 22, 2020 | ||
Principal Amount | $ 1,048,000 | ||
Carrying Amount | $ 1,128,342 | 1,115,243 | |
Steven Rotman [Member] | Rotman Family Nonconvertible Notes Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Mar. 31, 2021 | ||
Principal Amount | $ 395,000 | ||
Carrying Amount | $ 416,590 | 411,652 | |
Steven Rotman [Member] | Rotman Family Non-convertible Notes Four [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jun. 2, 2021 | ||
Principal Amount | $ 3,009 | ||
Carrying Amount | $ 3,135 | 3,097 | |
Gregory Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 55,207 | ||
Carrying Amount | $ 67,368 | 66,264 | |
Gregory Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jun. 3, 2021 | ||
Principal Amount | $ 130,030 | ||
Carrying Amount | $ 135,448 | 133,822 | |
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 420,000 | ||
Carrying Amount | $ 476,875 | 471,625 | |
Bernard Rotman [Member] | Rotman Family Nonconvertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Jul. 18, 2019 | ||
Principal Amount | $ 140,000 | ||
Carrying Amount | $ 158,958 | 157,208 | |
Jamie Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Issue Date | Aug. 17, 2021 | ||
Principal Amount | $ 5,000 | ||
Carrying Amount | $ 5,156 | $ 5,094 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Steven Rotman [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | 5.00% | |
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 8.00% | ||
Note payable maturity date, description | July 2024 | ||
Steven Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | July 2027 | ||
Steven Rotman [Member] | Rotman Family Convertible Notes Three [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | December 2021 | ||
Steven Rotman [Member] | Rotman Family Convertible Notes Four [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | February 2022 | ||
Steven Rotman [Member] | Rotman Family Nonconvertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | July 2027 | ||
Steven Rotman [Member] | Rotman Family Nonconvertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | December 2022 | ||
Steven Rotman [Member] | Rotman Family Nonconvertible Notes Three [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | March 2023 | ||
Steven Rotman [Member] | Rotman Family Non-convertible Notes Four [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | June 2023 | ||
Gregory Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 8.00% | ||
Note payable maturity date, description | July 2024 | ||
Gregory Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | June 2023 | ||
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | July 2023 | ||
Bernard Rotman [Member] | Rotman Family Nonconvertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 500.00% | ||
Note payable maturity date, description | July 2023 | ||
Jamie Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, Interest rate | 5.00% | ||
Note payable maturity date, description | August 2022 |
SCHEDULE OF MATURITIES OF NOTES
SCHEDULE OF MATURITIES OF NOTES PAYABLE (Details) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 1,525,000 |
2023 | 1,117,000 |
2024 | 229,000 |
2025 | 36,000 |
2026 | 38,000 |
Thereafter | 1,399,868 |
Long term debt | $ 4,344,868 |
NOTES PAYABLE AND LOAN FACILI_3
NOTES PAYABLE AND LOAN FACILITY (Details Narrative) | Aug. 17, 2021USD ($)$ / shares | Jun. 03, 2021USD ($)$ / shares | Feb. 02, 2021USD ($) | Feb. 20, 2020USD ($) | Dec. 19, 2019USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2018USD ($) | Apr. 16, 2021USD ($) | Dec. 31, 2020USD ($) | Nov. 30, 2020USD ($) | May 29, 2020USD ($) | Apr. 16, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 18, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 2,432,000 | $ 2,082,000 | ||||||||||||||
Debt face amount | 4,344,868 | 4,278,401 | ||||||||||||||
Derivative liabilities | $ 1,721,100 | 1,778,100 | $ 1,766,700 | |||||||||||||
Contingently Convertible Notes Payable [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 335,000 | |||||||||||||||
Discount rate | 8.00% | 5.00% | ||||||||||||||
Debt instrument, maturity description | The notes mature one year from issuance but may be extended one (1) additional year by the Company | |||||||||||||||
Debt closing discount rate, percentage | 0.50 | |||||||||||||||
Debt, outstanding amount | $ 338,195 | 338,195 | ||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 290,000 | $ 613,700 | ||||||||||||||
Debt instrument, Interest rate | 8.00% | |||||||||||||||
Discount rate | 5.00% | 5.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.016 | |||||||||||||||
Debt description | two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18 | |||||||||||||||
Debt beneficial conversion feature | $ 90,000 | |||||||||||||||
Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt conversion percentage | 35.00% | |||||||||||||||
Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt conversion percentage | 50.00% | |||||||||||||||
Shareholder Contingently Convertible Notes Payable [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Derivative liabilities | $ 627,100 | 647,100 | ||||||||||||||
Rotman Family Convertible Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | 1,967,737 | 1,967,737 | ||||||||||||||
Debt, outstanding amount | 2,231,410 | 2,205,612 | ||||||||||||||
Derivative liabilities | 1,094,000 | 1,131,000 | ||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 1,402,900 | |||||||||||||||
Second Paycheck Protection Program [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Loan received | $ 1,402,900 | |||||||||||||||
Rotman Family Convertible Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, Interest rate | 5.00% | |||||||||||||||
Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 180,000 | $ 1,522,500 | ||||||||||||||
Debt instrument, Interest rate | 8.00% | 58.00% | ||||||||||||||
Maturity term | 5 years | |||||||||||||||
Average closing price percentage | 50.00% | 50.00% | ||||||||||||||
United Community Bank [Member] | Paycheck Protection Program [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 1,402,900 | |||||||||||||||
Debt instrument, Interest rate | 1.00% | |||||||||||||||
Steven Rotman [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 398,009 | $ 1,048,000 | ||||||||||||||
Debt instrument, Interest rate | 5.00% | 5.00% | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 50,000 | $ 100,000 | $ 105,000 | $ 1,102,500 | ||||||||||||
Debt instrument, Interest rate | 5.00% | 5.00% | ||||||||||||||
Debt conversion percentage | 50.00% | 50.00% | ||||||||||||||
Maturity term | 2 years | 2 years | ||||||||||||||
Debt instrument face amount with accrued interest | 128,000 | $ 126,000 | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Cost of Revenue [Default Label] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 1,252,000 | 1,238,000 | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes Two [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 111,000 | 110,000 | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes Three [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 55,000 | 55,000 | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes Two [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 1,128,000 | 1,115,000 | ||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Three Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 420,000 | 415,000 | ||||||||||||||
Greg Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 75,000 | |||||||||||||||
Debt instrument face amount with accrued interest | 67,000 | 66,000 | ||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 4,200 | |||||||||||||||
Debt instrument face amount with accrued interest | 477,000 | 472,000 | ||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 157,000 | |||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes One [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 159,000 | |||||||||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 130,030 | |||||||||||||||
Debt instrument, Interest rate | 5.00% | |||||||||||||||
Debt conversion percentage | 50.00% | |||||||||||||||
Conversion price | $ / shares | $ 0.165 | |||||||||||||||
Maturity term | 2 years | |||||||||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes Three [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | 135,000 | 134,000 | ||||||||||||||
Jamie Rotman [Member] | Rotman Family Convertible Notes [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt face amount | $ 5,000 | |||||||||||||||
Debt instrument, Interest rate | 5.00% | |||||||||||||||
Conversion price | $ / shares | $ 0.016 | |||||||||||||||
Debt description | two conversion prices of $0.15 and $2, which equates to a blended conversion price of $0.18 | |||||||||||||||
Debt beneficial conversion feature | $ 2,000 | |||||||||||||||
Debt instrument face amount with accrued interest | $ 5,000 | 5,000 | ||||||||||||||
Steven [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, Interest rate | 5.00% | |||||||||||||||
Debt instrument face amount with accrued interest | 413,000 | |||||||||||||||
Notes payable to related parties | $ 367,500 | $ 140,000 | ||||||||||||||
Repayments of Convertible Debt | 3,828 | |||||||||||||||
Steven [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes One [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument face amount with accrued interest | $ 417,000 | |||||||||||||||
Bemard Rotman [Member] | Rotman Family Convertible Notes [Member] | Non-convertible Promissory Notes [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, maturity description | maturity in December 2027 and 2023 | |||||||||||||||
Repayments of Convertible Debt | $ 2,917 | |||||||||||||||
Fidelity Co-Operative Bank [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit | $ 125,000 | |||||||||||||||
Cash deposit | $ 125,000 | |||||||||||||||
Fidelity Bank [Member] | Other Vendors [Member] | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 2,300,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Balance, beginning of the period | $ 1,778,100 | $ 1,766,700 | $ 1,766,700 |
Initial measurement of liabilities | 65,000 | ||
Change in fair value | (57,000) | $ 129,000 | (53,600) |
Balance, end of the period | $ 1,721,100 | $ 1,778,100 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liability | $ 1,721,100 | $ 1,778,100 | |
Fair value of derivative liabilities | $ 57,000 | $ (129,000) | $ 53,600 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | May 02, 2013 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 8,698 | 8,698 | |
Equity Purchase Agreements [Member] | |||
Class of Stock [Line Items] | |||
Number of stock retired | 20,000 | ||
Stock Subscription Agreement [Member] | |||
Class of Stock [Line Items] | |||
Common stock subscription received | $ 270,000 | ||
Common stock issued for settlement of related party payable, shares | 18,000,001 | ||
Holder [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares outstanding | 8,698 | 8,698 | |
Preferred stock, undeclared dividends | $ 77,000 | $ 75,000 | |
Debt converted into common shares | 3,273,710 | 3,230,220 | |
10% Series A Cumulative Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares in private placement offering | 200,000 | ||
Sale of stock shares sold | 200,000 | ||
Sale of stock price per share | $ 10 | ||
Sale of stock consideration received | $ 2,000,000 | ||
Preferred stock, dividend rate | 10.00% | ||
Convbersion price of share | $ 0.075 | ||
Conversion price lowered | 0.05 | ||
Number of stock retired | 25,000 |
SCHEDULE OF REVENUES (Details)
SCHEDULE OF REVENUES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 3,839,258 | $ 12,868,119 |
Net Sales, percentage | 100.00% | 100.00% |
Case Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 1,049,629 | $ 3,501,610 |
Net Sales, percentage | 27.30% | 27.20% |
Case Goods [Member] | Bedroom Furniture [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 368,050 | $ 780,233 |
Net Sales, percentage | 9.60% | 6.00% |
Case Goods [Member] | Dining Room Furniture [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 177,898 | $ 768,548 |
Net Sales, percentage | 4.60% | 6.00% |
Case Goods [Member] | Occasional [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 503,681 | $ 1,952,829 |
Net Sales, percentage | 13.10% | 15.20% |
Upholstery [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 1,554,639 | $ 4,400,170 |
Net Sales, percentage | 40.50% | 34.20% |
Mattresses and Toppers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 844,435 | $ 1,789,456 |
Net Sales, percentage | 22.00% | 13.90% |
Broadloom, Flooring and Rugs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 152,677 | $ 1,320,223 |
Net Sales, percentage | 4.00% | 10.30% |
Warranty [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 132,156 | $ 265,772 |
Net Sales, percentage | 3.40% | 2.10% |
Air Purification Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 103,290 | $ 1,159,286 |
Net Sales, percentage | 2.70% | 9.00% |
Accessories and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 2,432 | $ 431,602 |
Net Sales, percentage | 0.10% | 3.30% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Granted | 0 | 0 | |
Weighted Average Remaining Contractual Life (Years), Exercisable, Ending balance | 1 year 2 months 26 days | ||
Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Outstanding, Beginning balance | 27,174,938 | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.19 | ||
Weighted Average Remaining Contractual Life (Years), Outstanding, Beginning balance | 1 year 3 months 10 days | 1 year 6 months 10 days | |
Number of Shares, Granted | |||
Number of Shares, Exercised | |||
Number of Shares, Forfeited | |||
Number of Shares, Outstanding, Ending balance | 27,174,938 | 27,174,938 | |
Weighted Average Exercise Price, Forfeited | $ 0.19 | $ 0.19 | |
Number of Shares, Exercisable, Ending balance | 26,949,938 | ||
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.19 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Stock Warrants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning balance | shares | 10,174,259 |
Weighted Average Fair Value, Outstanding, Beginning balance | $ | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.08 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Beginning balance | 2 years 4 months 9 days |
Number of Shares, Granted | shares | |
Weighted Average Fair Value, Granted | |
Number of Shares, Exercised | shares | |
Weighted Average Fair Value, Exercised | |
Number of Shares, Forfeited | shares | |
Weighted Average Fair Value, Forfeited | |
Number of Shares, Expired | shares | (1,125,939) |
Weighted Average Fair Value, Expired | |
Weighted Average Exercise Expired | $ 0.15 |
Number of Shares, Outstanding, Beginning balance | shares | 9,048,320 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.07 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending balance | 2 years 4 months 20 days |
Number of Shares, Exercisable, Ending balance | shares | 9,048,320 |
Weighted Average Fair Value, Exercisable, Ending balance | $ | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.07 |
Weighted Average Remaining Contractual Life (Years), Exercisable, Ending balance | 2 years 4 months 20 days |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2009 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2014 | Dec. 31, 2004 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 137,948 | $ 204,696 | |||||
Accrued share-based compensation | $ 1,008,056 | $ 873,799 | |||||
Expected dividend yield rate | 0.00% | ||||||
Unrecognized compensation expenses | $ 7,379 | ||||||
Unrecognized compensation expenses, recognized period | 1 year | ||||||
Number of options granted | 0 | 0 | |||||
Stock Option 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 to issue | 4,000,000 | ||||||
Share based arrangement additional authorized shares | 10,000,000 | 50,000,000 | 5,000,000 | ||||
Number of shares available for issuance | 2,251,729 | ||||||
Share based arrangement vested period | 4 years | ||||||
Share based arrangement exercisable period | 10 years | ||||||
Employee and Board Members [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 3,691 | $ 4,916 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 22, 2019 | May 31, 2019 | Jul. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Stock subscription payable | $ 348,000 | ||||
Stock subscription payable, shares | 23,295,000 | ||||
Reimbursable expenses payable | $ 138,155 | ||||
Employee-related Liabilities | $ 116,403 | ||||
Common stock subscriptions, shares | 10,000,000 | ||||
Common stock subscriptions | $ 291,000 | ||||
Related party advances | 40,000 | ||||
Gregory Rotman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party advances | 35,000 | ||||
Steven Rotman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party advances | 5,000 | ||||
Fluid Energy Conversion Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock subscription payable | $ 103,750 | ||||
Stock subscription payable, shares | 2,500,000 | ||||
Number of shares of common stock, shares | 2,500,000 | ||||
Steven Rotman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock subscriptions, shares | 2,000,000 | ||||
Common stock subscriptions | $ 58,200 | ||||
Related Party Services Expensed [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock subscription payable | $ 42,000 | ||||
Stock subscription payable, shares | 850,000 | ||||
Per Steven Rotman Employment Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of related party debt | $ 5,000 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 50.00% | ||||
Per Steven Rotman Employment Agreement [Member] | Per Year [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of related party debt | $ 125,000 | ||||
Per Steven Rotman Employment Agreement [Member] | Per Month [Member] | |||||
Related Party Transaction [Line Items] | |||||
Repayments of related party debt | $ 10,417 | ||||
Employment Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 107,000 | ||||
Stock Subscription Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock subscription payable | $ 100,000 | ||||
Stock subscription payable, shares | 6,666,667 | ||||
Stock Subscription Agreement [Member] | Blue Oar Consulting, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock subscription payable | $ 70,000 | ||||
Stock subscription payable, shares | 4,666,667 | ||||
Blue Oar's Consulting Agreement [Member] | Blue Oar Consulting, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 50.00% | ||||
Related party expenses | $ 118,000 | ||||
Stock subscription payable | $ 354,000 | ||||
Stock subscription payable, shares | 25,800,000 | ||||
Related party paid in cash | $ 15,000 | ||||
Related party cash paid in shares | 12,500 | ||||
Related party accounts payable | $ 225,000 |
SCHEDULE OF ACTIVITY OF STOCK S
SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Stock subscription payable, Beginning balance | $ 1,247,549 | $ 2,589,556 |
Stock subscription payable shares, Beginning balance | 60,505,727 | 99,431,356 |
Stock subscription payable, Additions, net | $ 134,257 | $ 806,082 |
Stock subscription payable shares, Additions, net | 18,695,017 | 42,185,365 |
Stock subscription payable, Issuances, net | $ (2,148,089) | |
Stock subscription payable shares, Issuances, net | (81,110,994) | |
Stock subscription payable, Ending balance | $ 1,381,806 | $ 1,247,549 |
Stock subscription payable shares, Ending balance | 79,200,744 | 60,505,727 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |||
Stock subscription payable | $ 1,381,806 | $ 1,247,549 | $ 2,589,556 |
MAJOR CUSTOMERS AND VENDORS (De
MAJOR CUSTOMERS AND VENDORS (Details Narrative) - Purchase [Member] - Supplier Concentration Risk [Member] - One Major Vendor [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | ||
Concentration of risk, percentage | 16.00% | 22.00% |
Accounts payable | $ 111,000 | $ 415,000 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | (21.00%) | (21.00%) |
Change in valuation allowance on net operating loss carryforwards | 21.00% | 21.00% |
Effective income tax rate | 0.00% | 0.00% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards | $ 7,600,000 | $ 7,500,000 |
Less valuation allowance | (7,600,000) | (7,500,000) |
Deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory income tax rate | 21.00% | 21.00% | |
Net operating loss carryforward | $ 7,600,000 | $ 7,500,000 | |
Georgia [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 18,400,000 | ||
Massachusetts [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 17,700,000 | ||
Expires Beginning in 2024 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 18,400,000 | ||
Carried Forward Indefinitely [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 18,000,000 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 36,400,000 | ||
Domestic Tax Authority [Member] | Rotmans Furniture [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 4,100,000 | ||
Domestic Tax Authority [Member] | Carried Forward Indefinitely [Member] | Rotmans Furniture [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 2,600,000 | ||
Domestic Tax Authority [Member] | Expires Beginning In 2029 [Member] | Rotmans Furniture [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | 1,500,000 | ||
State and Local Jurisdiction [Member] | Rotmans Furniture [Member] | Tax Year 2022 [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforward | $ 3,200,000 |
PROFIT SHARING PLAN (Details Na
PROFIT SHARING PLAN (Details Narrative) | Mar. 31, 2022USD ($) |
Retirement Benefits [Abstract] | |
Post-retirement benefits | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 28, 2022 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Long term debt, current | $ 4,344,868 | $ 4,278,401 | ||
Subsequent Event [Member] | Steven Rotman [Member] | ||||
Subsequent Event [Line Items] | ||||
Long term debt, current | $ 14,087 | |||
Subsequent Event [Member] | Steven Rotman [Member] | Settlement Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Weekly payments | $ 7,437 | |||
Principal amount | $ 96,681 | |||
Subsequent Event [Member] | Rotmans Furniture [Member] | ||||
Subsequent Event [Line Items] | ||||
Advanced amount | 500,000 | |||
Payments on related party debt | $ 100,000 | |||
Interest rate | 6.00% | |||
Weekly payments | $ 12,500 |