Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Oct. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Title of 12(g) Security | Common Stock, par value $0.0001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
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 Public Float | $ 5,318,338 | ||
Entity Common Stock, Shares Outstanding | 12,942,592 | ||
Auditor Name | Macias, Gini, and O’Connell LLP | ||
Auditor Location | Irvine, California | ||
Auditor Firm ID | 324 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 12,274 | $ 129,520 |
Accounts receivable, net | 12,145 | 22,131 |
Inventories | 91,724 | 89,346 |
Prepaid expenses and other | 633,769 | 54,740 |
Assets of discontinued operations | 3,026,971 | 4,994,399 |
Total current assets | 3,776,883 | 5,290,136 |
Property and equipment, net | 140,886 | 184,442 |
Other assets: | ||
Intangible assets, net | 154,371 | 549,010 |
Goodwill | 147,092 | |
Inventories, long-term | 63,009 | 429,147 |
Other | 15,000 | |
Assets of discontinued operations | 7,503,970 | 10,242,631 |
Total other assets | 7,721,350 | 11,382,880 |
Total assets | 11,639,119 | 16,857,458 |
Current liabilities: | ||
Accounts payable | 1,361,483 | 1,983,898 |
Accrued expenses | 684,147 | 585,628 |
Stock subscription payable | 1,655,208 | 1,247,549 |
Shareholder, convertible and contingently convertible notes payable and accrued interest - current maturities | 336,263 | 1,388,904 |
Related party debt - current maturities | 169,552 | 1,487,000 |
Unearned revenue | 44,479 | 79,368 |
Derivative liabilities | 1,778,100 | |
Related party advances | 266,541 | |
Liabilities of discontinued operations | 2,328,589 | 5,046,300 |
Total current liabilities | 6,846,262 | 13,596,747 |
Long-term liabilities: | ||
Related party debt, net of current maturities and debt discount | 2,791,401 | |
Liabilities of discontinued operations | 5,513,667 | 6,369,609 |
Total long-term liabilities | 5,513,667 | 9,161,010 |
Total liabilities | 12,359,929 | 22,757,757 |
Stockholders’ deficit: | ||
Convertible preferred stock | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 12,942,892 and 12,943,092 shares issued at December 31, 2022 and December 31, 2021, respectively, and 12,942,592 and 12,942,792 shares outstanding at December 31, 2022 and respectively | 1,294 | 1,294 |
Additional paid-in capital | 53,361,925 | 43,851,510 |
Accumulated deficit | (55,368,868) | (51,410,516) |
Common stock in treasury, at cost; 300 shares | (30) | (30) |
Total Vystar stockholders’ deficit | (2,005,449) | (7,557,741) |
Noncontrolling interest | 1,284,639 | 1,657,442 |
Total stockholders’ deficit | (720,810) | (5,900,299) |
Total liabilities and stockholders’ deficit | 11,639,119 | 16,857,458 |
Series A Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | 1 | 1 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | 37 | |
Series C Preferred Stock [Member] | ||
Stockholders’ deficit: | ||
Convertible preferred stock | $ 192 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 12,942,892 | 12,943,092 |
Common stock, shares outstanding | 12,942,592 | 12,942,792 |
Treasury stock, common, shares | 300 | 300 |
Series A Preferred Stock [Member] | ||
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 | $ 170,000 | $ 162,000 |
Series B Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Convertible preferred stock, shares issued | 370,969 | 0 |
Convertible preferred stock, shares outstanding | 370,969 | 0 |
Convertible preferred stock, liquidation preference | $ 2,710,000 | |
Series C Preferred Stock [Member] | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Convertible preferred stock, shares issued | 1,917,973 | 0 |
Convertible preferred stock, shares outstanding | 1,917,973 | 0 |
Convertible preferred stock, liquidation preference | $ 5,233,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 116,533 | $ 1,669,002 |
Cost of revenue | 505,225 | 1,910,902 |
Gross loss | (388,692) | (241,900) |
Operating expenses: | ||
Salaries, wages and benefits | 256,704 | 326,398 |
Share-based compensation | 837,468 | 822,070 |
Professional fees | 201,056 | 557,666 |
Advertising | 34,855 | 251,391 |
Consulting | 257,511 | 199,923 |
Rent | 8,393 | 85,184 |
Service charges | 9,480 | 10,883 |
Depreciation and amortization | 140,472 | 179,472 |
Loss on impairment | 444,815 | 245,050 |
Other operating | 367,954 | 875,625 |
Total operating expenses | 2,558,708 | 3,553,662 |
Loss from operations | (2,947,400) | (3,795,562) |
Other income (expense): | ||
Interest expense | (214,104) | (296,850) |
Change in fair value of derivative liabilities | 1,778,100 | 53,600 |
Loss on settlement of debt, net | (2,060,123) | (117,700) |
Total other expense, net | (496,127) | (360,950) |
Net loss from continuing operations | (3,443,527) | (4,156,512) |
Discontinued operations: | ||
Income (loss) from operations | (887,628) | 2,515,827 |
Net loss | (4,331,155) | (1,640,685) |
Net (income) loss attributable to noncontrolling interest | 372,803 | (1,056,647) |
Net loss attributable to Vystar | $ (3,958,352) | $ (2,697,332) |
Basic and diluted loss per share: | ||
Net loss from continuing operations | $ (0.27) | $ (0.33) |
Net income (loss) from discontinued operations | (0.07) | 0.20 |
Net income (loss) attributable to noncontrolling interest | (0.03) | 0.08 |
Net loss attributable to common shareholders | $ (0.31) | $ (0.21) |
Basic and diluted weighted average number of common shares outstanding | 12,942,605 | 12,706,056 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series C 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 |
Balance at Dec. 31, 2020 | $ 1 | $ 1,200 | $ 41,352,261 | $ (48,713,184) | $ (30) | $ (7,359,752) | $ 600,795 | $ (6,758,957) | ||
Balance, shares at Dec. 31, 2020 | 13,698 | 12,000,352 | (300) | |||||||
Preferred stock issued for services | $ 79 | 2,110,010 | 2,110,089 | 2,110,089 | ||||||
Preferred stock issued for services, shares | 785,778 | |||||||||
Share-based compensation - options | 15,989 | 15,989 | 15,989 | |||||||
Common stock issued for settlement of related party payable | $ 11 | 335,254 | 335,265 | 335,265 | ||||||
Common stock issued for settlement of related party payable, shares | 113,648 | |||||||||
Common stock issued for cash received in prior period | $ 2 | 37,998 | 38,000 | 38,000 | ||||||
Common stock issued for cash received in prior period, shares | 25,334 | |||||||||
Preferred stock conversion | $ 2 | (2) | ||||||||
Preferred stock conversion, shares | (5,000) | 17,680 | ||||||||
Net loss | (2,697,332) | (2,697,332) | 1,056,647 | (1,640,685) | ||||||
Balance at Dec. 31, 2021 | $ 1 | $ 1,294 | 43,851,510 | (51,410,516) | $ (30) | (7,557,741) | 1,657,442 | (5,900,299) | ||
Balance, shares at Dec. 31, 2021 | 8,698 | 12,942,792 | (300) | |||||||
Preferred stock issued for services | $ 7 | $ 29 | 1,595,211 | 1,595,247 | 1,595,247 | |||||
Preferred stock issued for services, shares | 73,428 | 291,188 | ||||||||
Share-based compensation - options | 11,072 | 11,072 | 11,072 | |||||||
Net loss | (3,958,352) | (3,958,352) | (372,803) | (4,331,155) | ||||||
Retirement of common stock | ||||||||||
Retirement of common stock, shares | (200) | |||||||||
Preferred stock issued for cash | $ 3 | 84,997 | 85,000 | 85,000 | ||||||
Preferred stock issued for cash, shares | 32,566 | |||||||||
Preferred stock issued for settlement of accounts payable | $ 13 | 511,415 | 511,428 | 511,428 | ||||||
Preferred stock issued for settlement of accounts payable, shares | 127,857 | |||||||||
Preferred stock issued for settlement of shareholder notes payable | $ 15 | 893,602 | 893,617 | 893,617 | ||||||
Preferred stock issued for settlement of shareholder notes payable, shares | 152,755 | |||||||||
Preferred stock issued for settlement of related party notes payable | $ 160 | 6,346,404 | 6,346,564 | 6,346,564 | ||||||
Preferred stock issued for settlement of related party notes payable, shares | 1,594,219 | |||||||||
Preferred stock issued for settlement of stock payable | $ 2 | 67,714 | 67,716 | 67,716 | ||||||
Preferred stock issued for settlement of stock payable, shares | 16,929 | |||||||||
Balance at Dec. 31, 2022 | $ 1 | $ 37 | $ 192 | $ 1,294 | $ 53,361,925 | $ (55,368,868) | $ (30) | $ (2,005,449) | $ 1,284,639 | $ (720,810) |
Balance, shares at Dec. 31, 2022 | 8,698 | 370,969 | 1,917,973 | 12,942,592 | (300) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (4,331,155) | $ (1,640,685) |
Adjustments to reconcile net loss to net cash used in continuing operations: | ||
Share-based compensation | 837,468 | 822,070 |
Depreciation | 178,714 | 353,833 |
Bad debts | 26,080 | 278,377 |
Amortization of intangible assets | 345,249 | 384,250 |
Noncash lease expense | 267,009 | 345,355 |
Amortization of debt discount | 27,083 | 42,585 |
Impairment loss | 1,835,424 | 245,050 |
Change in fair value of derivative liabilities | (1,778,100) | (53,600) |
(Gain) loss on settlement of debt, net | 2,008,267 | (2,688,100) |
Loss on sale of property and equipment | 22,080 | 210,951 |
Loss on sale of investments | 4,180 | |
Net unrealized gain on available-for-sale investments | (20,480) | |
(Increase) decrease in assets: | ||
Accounts receivable | 420 | (181,631) |
Inventories | 363,760 | 311,509 |
Prepaid expenses and other | 76,545 | 144,595 |
Assets of discontinued operations | 2,341,200 | 1,623,868 |
Increase (decrease) in liabilities: | ||
Accounts payable | 301,356 | 1,151,596 |
Accrued expenses and interest payable | 289,374 | 511,168 |
Unearned revenue | (34,889) | (548,907) |
Liabilities of discontinued operations | (3,291,408) | (4,160,126) |
Net cash used in operating activities | (515,523) | (2,864,142) |
Cash flows from investing activities: | ||
Patents and trademark fees | (2,183) | |
Cash flows from discontinued operations, net | 373,614 | |
Net cash provided by investing activities | 371,431 | |
Cash flows from financing activities: | ||
Proceeds from issuance of term debt | 290,000 | |
Proceeds from related party advances | 266,541 | 533,039 |
Proceeds from issuance of preferred stock | 85,000 | |
Cash flows from discontinued operations, net | 148,406 | 1,200,308 |
Net cash provided by financing activities | 499,947 | 2,023,347 |
Net decrease in cash | (15,576) | (469,364) |
Cash - beginning of year | 151,175 | 620,539 |
Cash - end of year | 135,599 | 151,175 |
Less: cash of discontinued operations | 123,325 | 21,655 |
Cash of continuing operations – end of year | 12,274 | 129,520 |
Cash paid during the year for: | ||
Interest | 10,874 | 6,579 |
Non-cash transactions: | ||
Prepaid expenses with preferred stock | 866,630 | |
Preferred stock issued for settlement of related party payable | 270,000 | |
Preferred stock issued for settlement of debt and accrued interest | 893,617 | |
Preferred stock issued for settlement of related party debt and accrued interest | 6,346,564 | |
Preferred stock issued for stock subscription payable | 67,716 | |
Preferred stock issued for settlement of vendor payables | 886,401 | |
Rotmans vendor payables paid directly by related party | 100,000 | |
Rotmans lease liabilities arising from obtaining right-of-use assets | 325,471 | 24,603 |
Common stock issued for accrued compensation | 2,110,089 | |
Derivatives issued as a debt discount | 65,000 | |
Common stock issued for settlement of related party payable | 335,265 | |
Common stock issued for cash received in prior year | 38,000 | |
Common stock issued for preferred stock | 177 | |
Reduction of third-party vendor payable with transfer of Rotmans inventories | 2,886,497 | |
Acquisition of Rotmans inventories with third-party vendor payable at commencement of second sale agreement | $ 2,886,497 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 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 and 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 of the innovative technology to produce Vytex ® All activities of Rotmans have been included in discontinued operations. Additional disclosure can be found in Note 17. Other references to Rotmans in the accompanying notes, excluding Note 17, are for informational purposes only. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 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 On September 1, 2022, our 1-for-100 reverse stock split 520,000,000 500,000,000 20,000,000 Basis of Presentation The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. The Company has evaluated subsequent events through the date of the filing of its Form 10-K 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 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. Discontinued Operations In accordance with ASC No. 205-20, Discontinued Operations COVID-19 The COVID-19 pandemic 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 a period of time. Most disruptions were resolved in the second half of 2022. 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, investments - equity securities, 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 December 31, 2022 and are level 3 measurements. There have been no transfers between levels during the year ended December 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 consolidated balance sheets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Rotmans routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of 2.75 % in 2022. Amounts sold during the year ending December 31, 2022 were approximately $ 2,579,000 . Retail furniture receivables retained by Rotmans are generally collateralized by the merchandise sold, represent valid claims against debtors for sales arising on or before the balance sheet date and are reduced to their estimated net realizable value. In addition, the Company grants credit to Vystar customers without requiring collateral. The amount of accounting loss for which Vystar is at risk in these unsecured accounts receivable is limited to their carrying value. Management provides for uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based upon its assessment of the current status of individual accounts. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. An allowance for doubtful accounts was not needed at December 31, 2022. As of December 31, 2021, Vystar has recorded an allowance for doubtful accounts of $ 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, Rotmans was eligible for a refundable employee retention credit subject to certain criteria. Rotmans recognized employee retention credits of $ 771,287 Rotmans terminated its agreement with a supplier in 2021 and will receive $ 100,000 66,667 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. Both Rotmans and Vystar evaluate 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 years 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 December 31, 2022 and 2021, the net balance of property and equipment for Vystar is $ 140,886 184,442 201,517 157,961 490,420 647,657 114,041 486,023 Intangible Assets Patents represent legal and other fees associated with the registration of patents. Vystar 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 years Vystar 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 10 years Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. During the year ended December 31, 2022, Vystar recognized an impairment charge of $ 297,723 411,527 245,050 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 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 consolidated balance sheet, if material. 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. Vystar recognized an impairment loss of $ 147,092 313,209 during the year ended December 31, 2022. 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 Vystar 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 Vystar 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, Vystar 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 December 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 years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE Vystar Rotmans Vystar Rotmans 2022 2021 Vystar Rotmans Vystar Rotmans Balance, beginning of the year $ 79,368 $ 1,042,827 $ 628,276 $ 1,799,495 Customer deposits received 1,042 18,535,198 554,215 23,967,846 Gift cards purchased - 1,200 - 15,860 Revenue earned (35,931 ) (19,579,225 ) (1,103,123 ) (24,740,374 ) Balance, end of the year $ 44,479 $ - $ 79,368 $ 1,042,827 Loss Per Share The Company presents basic and diluted loss per share and is reported separately for continuing operations and discontinued operations. Because the Company reported a net loss for 2022 and 2021, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. Excluded from the computation of diluted loss per share were options to purchase 266,750 268,750 37,266 101,743 23,952,603 32,302 4,081,316 7,647,906 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 December 31, 2022 and 2021, estimated sales returns totaled $ 415,000 337,000 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 delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying 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 consolidated statements of operations. Rotmans 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. Rotmans ended this warranty program during 2020 but amortized the previously contracted warranties over their original terms until store closing in December 2022. At December 31, 2021, deferred warranty revenue was approximately $ 524,000 524,000 388,000 134,000 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 years ended December 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. Vystar costs included in general and administrative expenses in the accompanying consolidated statements of operations were approximately $ 35,000 251,000 1,212,000 1,923,000 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. Vystar 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 Vystar’s common stock on the date of grant. Vystar 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 Vystar and Rotmans remain subject to income tax examinations from Federal and state taxing jurisdictions for 2019 through 2022. 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 Vystar 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) 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 | 12 Months Ended |
Dec. 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, Vystar has incurred significant losses and experienced negative cash flow since inception. At December 31, 2022, the Company had cash of $ 12,274 3.1 55.4 A successful transition to attaining profitable operations is dependent upon obtaining sufficient financing to fund the Vystar’s planned expenses and achieving a level of revenue adequate to support the Vystar’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. There can be no assurances Vystar will be able to achieve projected levels of revenue in 2023 and beyond. If Vystar is not able to achieve projected revenue and obtain alternate additional financing of equity or debt, Vystar would need to significantly curtail or reorient operations during 2023, which could have a material adverse effect on the ability to achieve the business objectives, and as a result, may require Vystar to file for 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 Vystar be forced to take any such actions. Vystar’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 Vystar’s products, services and competing technological developments; acquire new customers and maintain a strong brand; and broader economic factors such as interest rates and changes in customer spending patterns. As Vystar expands its activities and operations, cash requirements are expected to increase at a rate consistent with revenue growth after Vystar has achieved sustained revenue generation. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 - PROPERTY AND EQUIPMENT Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET Vystar Rotmans Vystar Rotmans 2022 2021 Vystar Rotmans Vystar Rotmans Furniture, fixtures and equipment $ 3,831 $ 55,574 $ 3,831 $ 584,793 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 342,403 604,461 342,403 1,133,680 Accumulated depreciation (201,517 ) (114,041 ) (157,961 ) (486,023 ) Property and equipment, net $ 140,886 $ 490,420 $ 184,442 $ 647,657 Depreciation expense for the years ended December 31, 2022 and 2021 was $ 178,714 353,833 135,158 310,277 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 - INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization 2022 2021 Period Vystar Rotmans Vystar Rotmans (in Years) Amortized intangible assets: Patents $ 361,284 $ - $ 361,284 $ - 6 20 Proprietary technology 13,000 - 280,000 - 10 Tradename and brand 13,000 - 280,000 770,000 5 10 Noncompete - - 50,000 - 5 Customer relationships - - 40,000 110,000 6 10 Marketing related - - - 380,000 5 Total 387,284 - 1,011,284 1,260,000 Intangible assets, gross 387,284 - 1,011,284 1,260,000 Accumulated amortization (241,985 ) - (471,346 ) (600,140 ) Intangible assets, net 145,299 - 539,938 659,860 Indefinite-lived intangible assets: Trademarks 9,072 - 9,072 - Total intangible assets $ 154,371 $ - $ 549,010 $ 659,860 Amortization expense for the years ended December 31, 2022 and 2021 was $ 345,249 384,250 248,333 248,334 During the year ended December 31, 2022, Vystar recognized an impairment charge of $ 297,723 1,390,609 245,050 Estimated future amortization expense for finite-lived intangible assets is as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Amount 2023 $ 31,716 2024 31,716 2025 24,652 2026 16,032 2027 16,032 Thereafter 25,151 Total $ 145,299 |
LEASES (DISCONTINUED OPERATIONS
LEASES (DISCONTINUED OPERATIONS) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES (DISCONTINUED OPERATIONS) | NOTE 6 LEASES (DISCONTINUED OPERATIONS) Rotmans leases equipment, a showroom, offices and warehouse facilities. These leases expire at various dates through 2031 and have monthly base rents which range from $ 800 81,000 666,000 5,000 The table below presents the lease costs for years ended December 31, 2022 and 2021: SCHEDULE OF LEASE COST 2022 2021 Year Ended December 31, 2022 2021 Operating lease cost $ 1,155,451 $ 1,479,444 Finance lease cost: Amortization of right-of-use assets 143,937 182,204 Interest on lease liabilities 28,408 34,601 Total lease cost $ 1,327,796 $ 1,696,249 During the year ended December 31, 2022 and 2021, the Company recognized sublease income of approximately $ 137,000 145,000 Rotmans 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 the Rotmans leases: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,054,698 $ 1,394,135 Financing cash flows used for financing leases 165,502 231,414 Assets obtained in exchange for operating lease liabilities 320,732 - Assets obtained in exchange for finance lease liabilities 4,739 24,603 Weighted average remaining lease term: Operating leases 7.8 8.9 Finance leases 3.4 4.3 Weighted average discount rate: Operating leases 5.61 % 5.59 % Finance leases 5.16 % 5.16 % The future minimum lease payments required under Rotmans operating and financing lease obligations as of December 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 2023 $ 1,049,351 $ 139,080 $ 1,188,431 2024 955,272 139,080 1,094,352 2025 870,000 139,080 1,009,080 2026 870,000 68,395 938,395 2027 870,000 - 870,000 Thereafter 2,682,500 - 2,682,500 Total undiscounted lease liabilities 7,297,123 485,635 7,782,758 Less: imputed interest (1,370,983 ) (42,108 ) (1,413,091 ) Net lease liabilities $ 5,926,140 $ 443,527 $ 6,369,667 As of December 31, 2022, Rotmans or Vystar does not have additional operating and finance leases that have not yet commenced. |
NOTES PAYABLE AND LOAN FACILITY
NOTES PAYABLE AND LOAN FACILITY | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LOAN FACILITY | NOTE 7 NOTES PAYABLE AND LOAN FACILITY Discontinued Operations Letter of Credit Rotmans 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 1,853,972 2,082,000 Term Notes On April 16, 2020, Rotmans received $ 1,402,900 1,402,900 1.0 On February 2, 2021, Rotmans received a second PPP loan of $ 1,402,900 2,805,800 Continuing Operations Shareholder, Convertible and Contingently Convertible Notes Payable The following table summarizes shareholder, convertible and contingently convertible notes payable: SCHEDULE OF LONG - TERM DEBT 2022 2021 December 31, 2022 2021 Shareholder, convertible and contingently convertible notes $ 309,500 $ 1,241,895 Accrued interest 26,763 147,009 Total shareholder notes and accrued interest 336,263 1,388,904 Less: current maturities (336,263 ) (1,388,904 ) Total long-term debt $ - $ - Shareholder Convertible Notes Payable During the year ended December 31, 2018, the Vystar 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 $ 338,000 . The notes are (i) unsecured, (ii) bear interest at an annual rate of five percent ( 5 The notes mature one year from issuance but may be extended one (1) additional year by Vystar. 50 19,500 338,195 8 98,000 53,822 During the year ended December 31, 2019, Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $ 613,700 5 35 50 8 142,000 98,933 During the year ended December 31, 2021, Vystar issued certain contingently convertible promissory notes in varying amounts to existing shareholders which totaled $ 290,000 5 1.60 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 the notes issued prior to 2021, Vystar recorded the embedded conversion features as derivative liabilities, which amounted to $ 647,100 Related Party Debt The following table summarizes related party debt: SCHEDULE OF RELATED PARTY DEBT 2022 2021 December 31, 2022 2021 Rotman Family convertible notes $ 5,000 $ 1,967,737 Rotman Family nonconvertible notes 140,000 1,953,509 Accrued interest 24,552 384,238 Debt discount - (27,083 ) Due to related party 169,552 4,278,401 Less: current maturities (169,552 ) (1,487,000 ) Due to related party, noncurrent $ - $ 2,791,401 Rotman Family Convertible Notes On September 30, 2019, Vystar issued contingently convertible promissory notes totaling $ 180,000 105,000 75,000 8 50 48,276 25,812 68,000 37,000 126,000 66,000 On July 18, 2019, Vystar issued contingently convertible notes totaling $ 1,522,500 1,102,500 420,000 58 5 50 474,336 180,699 679,000 69,000 1,238,000 472,000 On December 19, 2019, Vystar issued a contingently convertible promissory note totaling $ 100,000 5 50 two years 42,225 60,000 110,000 On February 20, 2020, Vystar issued a contingently convertible promissory note totaling $ 50,000 5 50 two years 20,913 30,000 55,000 On June 3, 2021, Vystar issued a contingently convertible promissory note totaling $ 130,030 5 50 1.65 two years 51,896 76,000 134,000 On August 17, 2021, Vystar issued a contingently convertible promissory note totaling $ 5,000 5 1.60 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 Issue Date Principal Amount 2022 2021 Carrying Amount December 31, December 31, Issue Date Principal Amount 2022 2021 Steven Rotman 8 July 2024 07/18/19 $ 105,000 $ - $ 126,000 Gregory Rotman 8 July 2024 07/18/19 55,207 - 66,264 Steven Rotman 5 July 2027 07/18/19 1,102,500 - 1,238,016 Bernard Rotman 5 July 2023 07/18/19 420,000 - 471,625 Steven Rotman 5 December 2021 12/19/19 100,000 - 110,208 Steven Rotman 5 February 2022 02/02/20 50,000 - 54,583 Gregory Rotman 5 June 2023 06/03/21 130,030 - 133,822 Jamie Rotman 5 August 2023 08/17/21 5,000 5,344 5,094 Debt instrument, carrying amount $ 1,967,737 5,344 2,205,612 Debt Discount - (27,083 ) Notes payable $ 5,344 $ 2,178,529 Based on the variable conversion price for these convertible notes excluding the one issued in August 2021, Vystar recorded the embedded conversion features as derivative liabilities, which amounted to $ 1,131,000 As of December 31, 2022, the one remaining note is due in 2023 and is included in current maturities. Rotman Family Nonconvertible Notes In connection with the acquisition of 58 367,500 140,000 5 eight years four years 3,828 2,917 158,112 225,000 164,000 413,000 157,000 During 2020, Steven Rotman advanced Vystar funds totaling $ 1,048,000 5 one year The maturity date was extended to December 2022 at the end of 2021 427,296 611,000 1,115,000 During 2021, Steven Rotman advanced Vystar funds totaling $ 398,009 5 158,908 228,000 415,000 The following table summarizes the Rotman Family Nonconvertible Notes: SCHEDULE OF NOTES PAYABLE December 31, December 31, Carrying Amount December 31, December 31, Issue Date Principal Amount 2022 2021 Steven Rotman 5 07/18/19 $ 367,500 $ - $ 412,672 Bernard Rotman 5 07/18/19 140,000 164,208 157,208 Steven Rotman 5 12/22/20 1,048,000 - 1,115,243 Steven Rotman 5 03/31/21 395,000 - 411,652 Steven Rotman 5 06/02/21 3,009 - 3,097 Principal amount $ 1,953,509 $ 164,208 $ 2,099,872 As of December 31, 2022, the one remaining note is due in 2023 and included in current maturities. Discontinued Operations Note In April 2022, Blue Oar Consulting, Inc. (“Blue Oar”), an entity wholly owned by Gregory Rotman, advanced Rotmans $ 500,000 100,000 6 weekly 12,500 407,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 8 - DERIVATIVE LIABILITIES As of December 31, 2021 Vystar had a $ 1,778,100 1,778,100 and $ 53,600 for the years ended December 31, 2022 and 2021, respectively. The derivative liability activity comes from the convertible notes payable. Vystar analyzed the conversion features and warrants of the various note agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. Vystar has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with ASC 815, Vystar has bifurcated the conversion feature of the notes and recorded a derivative liability. The embedded derivatives for the notes are carried on the Company’s 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 consolidated statement of operations and the associated fair value carrying amount on the consolidated balance sheet is adjusted by the change. Vystar 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 consolidated balance sheet at December 31, 2022 and 2021: Fair Value of Embedded Derivative Liabilities: SCHEDULE OF DERIVATIVE LIABILITIES 2022 2021 Balance, beginning of the year $ 1,778,100 $ 1,766,700 Initial measurement of liabilities - 65,000 Change in fair value (1,778,100 ) (53,600 ) Balance, end of the year $ - $ 1,778,100 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9 STOCKHOLDERS’ DEFICIT Cumulative Convertible Preferred Stock Series A Preferred Stock On May 2, 2013, Vystar 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, Vystar 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 was convertible at a conversion price of $ 7.50 5.00 per common share for those holders who invested an additional $ 25,000 or more in Vystar’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. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $ 10 170,000 As of December 31, 2022, the 8,698 83,000 33,292 As of December 31, 2021, the 8,698 75,000 31,591 Series B Preferred Stock On April 11, 2022, Vystar amended its Articles of Incorporation to add the terms of a 10% Series B Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000 10 10 7 2,710,000 As of December 31, 2022, the 370,969 113,000 3,871,290 Series C Preferred Stock On July 8, 2022, Vystar amended its Articles of Incorporation to add the terms of a 10 % Series C Cumulative Convertible Preferred Stock. Under the amendment, the number of shares authorized are 2,500,000 . The preferred stock accumulates a 10 % per annum dividend and is convertible into 10 shares of common stock at the option of the holder. The holders of Series C Preferred Stock have full voting rights as if converted and have a fully participating liquidation preference. In the event of a liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock shall be entitled to receive an amount equal to the dividends accumulated and unpaid thereon to the date of final distribution to such holders, whether or not declared, without interest, plus a sum equal to $ 2.61 5,233,000 As of December 31, 2022, the 1,917,973 227,000 20,048,021 Common Stock and Warrants During the year ended December 31, 2022, the Company retired 200 During the year ended December 31, 2021, Vystar issued 25,334 38,000 17,680 5,000 Included in stock subscription payable at December 31, 2022 and 2021, is $ 270,000 180,000 Stock Subscription Payable At December 31, 2022 and 2021, Vystar recorded $ 1,655,208 1,247,549 SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE Amount Shares Balance, January 1, 2021 $ 2,589,556 994,314 Additions 806,082 421,854 Issuances (2,148,089 ) (811,110 ) Balance, December 31, 2021 1,247,549 605,058 Additions 659,647 1,552,386 Issuances (251,988 ) (25,568 ) Balance, December 31, 2022 $ 1,655,208 2,131,876 |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 10 - REVENUES The following table presents our revenues disaggregated by each major product category and service for the last two years: SCHEDULE OF REVENUES Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales 2022 2021 Vystar Rotmans Vystar Rotmans % of % of % of % of Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Merchandise: Case Goods Bedroom Furniture $ - - $ 2,032,560 10.1 $ - - $ 2,276,316 8.8 Dining Room Furniture - - 1,366,535 6.7 - - 1,641,966 6.3 Occasional - - 2,584,788 12.8 - - 3,800,158 14.6 Total case goods - - 5,983,883 29.6 - - 7,718,440 29.7 Upholstery - - 7,953,727 39.3 - - 10,162,377 39.1 Mattresses and Toppers 26,607 22.8 3,456,839 17.1 74,536 4.5 4,487,838 17.3 Broadloom, Flooring and Rugs - - 1,679,606 8.3 - - 2,213,054 8.5 Warranty - - 783,329 3.9 - - 740,864 2.9 Air Purification Units 74,105 63.6 - - 1,519,529 91.0 - - Accessories and Other 15,821 13.6 363,907 1.8 74,937 4.5 656,304 2.5 Net sales $ 116,533 100.0 $ 20,221,291 100.0 $ 1,669,002 100.0 $ 25,978,877 100.0 |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 11 - 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, Vystar recorded $ 837,468 822,070 1,385,208 873,799 Vystar used the Black-Scholes option pricing model to estimate the grant-date fair value of option and warrant awards: ● Expected Dividend Yield - because Vystar does not currently pay dividends, the expected dividend yield is zero ● Expected Volatility in Stock Price - volatility based on Vystar’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 years ending December 31, 2022 and 2021, Vystar recorded $ 11,072 15,989 no Options During 2004, the Board of Directors of Vystar adopted a stock option plan (the “Plan”) and authorized up to 40,000 100,000 22,518 50,000 500,000 4 10 There were no The following table summarizes all stock option activity of Vystar for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Life (Years) Outstanding, December 31, 2020 278,750 $ 20.38 2.47 Granted - - - Exercised - - - Forfeited (7,000 ) $ 59.00 - Outstanding, December 31, 2021 271,750 $ 19.45 1.53 Granted - - - Cancelled (5,000 ) $ 11.00 - Forfeited (1,483 ) $ 41.40 - Outstanding, December 31, 2022 265,267 $ 19.54 0.51 Exercisable, December 31, 2022 265,267 $ 19.54 0.51 Exercisable, December 31, 2021 268,750 $ 19.66 1.48 As of December 31, 2022 and 2021, there was no aggregate intrinsic value on the outstanding options. The aggregate intrinsic value will change based on the fair market value of Vystar’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 Vystar’s warrant activity for the years ended December 31, 2022 and 2021: SCHEDULE OF WARRANT ACTIVITY Weighted Average Weighted Weighted Remaining Number Average Average Contractual of Shares Fair Value Exercise Price Life (Years) Outstanding, December 31, 2020 142,060 - $ 8.48 2.53 Granted - - - - Exercised - - - - Forfeited (40,317 ) - $ 25.09 - Expired - - - - Outstanding, December 31, 2021 101,743 - $ 8.19 2.36 Granted - - - - Cancelled (52,033 ) - $ 10.96 - Forfeited (12,444 ) - $ 19.65 - Expired - - - - Outstanding, December 31, 2022 37,266 - $ 7.57 1.31 Exercisable, December 31, 2022 37,266 - $ 7.57 1.31 Exercisable, December 31, 2021 101,743 - $ 8.19 2.36 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 - 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 5,000 417,000 1,330,066 3,552,321 1,900,950 619,084 920,000 183,155 116,403 The Board of Directors authorized their board fees for 2021 be paid in common stock of Vystar. Included in stock subscription payable at December 31, 2022 and 2021 is 100,000 291,000 20,000 58,200 Blue Oar Consulting, Inc. This entity is owned by Gregory Rotman, who is the son of the Company’s CEO, Steven Rotman. Blue Oar provides business consulting services to Vystar. In exchange for such services, Vystar 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 50 459,000 221,385 702,161 313,340 629,903 1,049,000 Related Party Advances As of December 31, 2022, Gregory Rotman and Steven Rotman advanced Vystar funds totaling $ 242,454 24,087 Bernard Rotman On July 18, 2019, Vystar issued a contingently convertible note totaling $ 420,000 58 180,699 482,125 69,007 Fluid Energy Conversion Inc. In May of 2019, Vystar acquired the assets of Fluid Energy Conversion, Inc. (“FEC”) for 25,000 103,750 25,000 16,929 36,034 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 December 31, 2022, the Company had a stock subscription payable balance of approximately $ 42,000 8,500 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 13 - 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 12. During the year ended December 31, 2022 and 2021, 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 on June 24, 2022 both parties submitted competing motions for summary judgment. EMA seeks summary judgment on its breach of contract and attorneys’ fees claims, specifically seeking damages in the amount of $ 1,820,000 24 36,575,555 4,802,000 24 On January 6, 2023, the Court issued a series of preliminary rulings based upon the parties’ respective summary judgment motions. Those rulings narrowed the outstanding issues (and claims) to only the parties’ breach of contract claim and counterclaim (and affirmative defenses) regarding the conversion process. Of particular importance, the Court found EMA breached the note by failing to effectuate the conversions in the manner outlined by the controlling note. The Court further found the principal balance at issue was $ 80,000 |
MAJOR CUSTOMERS AND VENDORS
MAJOR CUSTOMERS AND VENDORS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS AND VENDORS | NOTE 14 - MAJOR CUSTOMERS AND VENDORS Major customers and vendors are defined as a customer or vendor from which Vystar and Rotmans derive at least 10% of its revenue and cost of revenue, respectively. During the years ended December 31, 2022 and 2021, Vystar and Rotmans made approximately 11 14 no 167,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 - INCOME TAXES The provision (benefit) for income taxes for the years ended December 31, 2022 and 2021 assumes a 21 SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Year Ended December 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 December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 NOL carryforwards $ 8,300,000 $ 7,500,000 Less valuation allowance (8,300,000 ) (7,500,000 ) Deferred tax assets $ - $ - Deferred taxes are caused primarily by net operating loss carryforwards. 80 For federal income tax purposes, Vystar has a net operating loss carryforward of approximately $ 39,700,000 18,400,000 21,300,000 18,400,000 21,000,000 In addition, as of December 31, 2022, Rotmans has a net operating loss carryforward of approximately $ 4,400,000 1,800,000 2,600,000 3,500,000 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 (DISCONTINU
PROFIT SHARING PLAN (DISCONTINUED OPERATIONS) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
PROFIT SHARING PLAN (DISCONTINUED OPERATIONS) | NOTE 16 - PROFIT SHARING PLAN (DISCONTINUED OPERATIONS) Rotmans sponsored a qualified 401(k) profit sharing plan covering all eligible employees. The plan permitted participants to make tax-deferred contributions to the plan by salary reduction. Company contributions were discretionary and determined annually by the Board of Directors. There were no contributions from Rotmans in 2022 and 2021. Participant and Company contributions were limited to amounts allowed under the Internal Revenue Code. The plan was terminated on December 1, 2022. Rotmans offered no |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 17 - DISCONTINUED OPERATIONS At the completion of its Going Out of Business sale, Rotmans closed its showroom on December 14, 2022. The Company has accounted for the closing as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations. The income (loss) from discontinued operations are as follows: SCHEDULE OF DISCONTINUED OPERATIONS 2022 2021 Revenue $ 20,221,291 $ 25,978,877 Cost of revenue 8,391,180 11,594,698 Gross profit 11,830,111 14,384,179 Operating expenses: Salaries, wages and benefits 3,118,238 4,165,466 Agent fees 2,894,478 4,273,308 Professional fees 291,579 30,471 Advertising 1,212,426 1,922,614 Consulting 3,500 - Rent 746,321 1,080,794 Service charges 557,923 563,786 Depreciation and amortization 383,491 558,611 Loss on impairment 1,390,609 - Other operating 1,897,927 2,378,862 Total operating expenses 12,496,492 14,973,912 Loss from operations (666,381 ) (589,733 ) Other income (expense): Interest expense (389,667 ) (425,019 ) Gain on settlement of debt, net 51,856 2,805,800 Other income, net 116,564 724,779 Total other income (expense), net (221,247 ) 3,105,560 Net income (loss) from discontinued operations $ (887,628 ) $ 2,515,827 Details of the balance sheet items for discontinued operations are as follows: 2022 2021 Current assets: Cash $ 123,325 $ 21,655 Accounts receivable 1,853,972 46,410 Other receivables 684,775 875,362 Inventories 76,379 3,695,074 Prepaid expenses and other 288,520 282,273 Deferred commission costs - 73,625 Total current assets $ 3,026,971 $ 4,994,399 Non-current assets: Property and equipment, net $ 490,420 $ 647,657 Operating lease right-of-use assets, net 7,008,276 7,776,978 Finance lease right-of-use assets, net - 551,037 Intangible assets, net - 659,860 Goodwill - 313,209 Inventories, long-term - 228,030 Other assets 5,274 65,860 Total non-current assets $ 7,503,970 $ 10,242,631 Current liabilities: Accounts payable $ 339,426 $ 3,165,672 Accrued expenses 726,410 311,792 Operating lease liabilities - current maturities 737,000 634,000 Finance lease liabilities - current maturities 119,000 134,000 Related party debt - current maturities 406,753 - Unearned revenue - 800,836 Total current liabilities $ 2,328,589 $ 5,046,300 Non-current liabilities: Operating lease liabilities, net of current maturities $ 5,189,140 $ 5,683,736 Finance lease liabilities, net of current maturities 324,527 443,882 Unearned revenue, net of current maturities - 241,991 Total non-current liabilities $ 5,513,667 $ 6,369,609 The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Included in adjustments to reconcile net loss to net cash used in operating activities are the following discontinued operations items: 2022 2021 Depreciation $ 135,158 $ 310,277 Bad debts 16,514 (1,362 ) Amortization of intangible assets 248,333 248,334 Noncash lease expense 267,009 345,355 Impairment loss 1,390,609 - (Gain) loss on settlement of debt, net (51,856 ) (2,805,800 ) Gain on sale of property and equipment 22,080 210,951 Loss on sale of investments - 4,180 Net unrealized gain on available-for-sale investments - (20,480 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 - SUBSEQUENT EVENTS Rotmans final principal payment to Blue Oar was made in April 2023. Rotmans sold its parking lots to a third-party in May 2023 at a gain of approximately $ 200,000 Rotmans facilities lease was amended on August 10, 2023. Beginning in September 2023, in addition to the monthly base rent, Rotmans will be responsible for the base year heating costs of $ 9,833 10,106 30,993 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. The Company has evaluated subsequent events through the date of the filing of its Form 10-K 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 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. |
Discontinued Operations | Discontinued Operations In accordance with ASC No. 205-20, Discontinued Operations |
COVID-19 | COVID-19 The COVID-19 pandemic 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 a period of time. Most disruptions were resolved in the second half of 2022. |
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, investments - equity securities, 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 December 31, 2022 and are level 3 measurements. There have been no transfers between levels during the year ended December 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 consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Rotmans routinely sells, without recourse, trade receivables resulting from retail furniture sales to two financial institutions at an average service charge of 2.75 % in 2022. Amounts sold during the year ending December 31, 2022 were approximately $ 2,579,000 . Retail furniture receivables retained by Rotmans are generally collateralized by the merchandise sold, represent valid claims against debtors for sales arising on or before the balance sheet date and are reduced to their estimated net realizable value. In addition, the Company grants credit to Vystar customers without requiring collateral. The amount of accounting loss for which Vystar is at risk in these unsecured accounts receivable is limited to their carrying value. Management provides for uncollectible amounts through a charge to earnings and a credit to an allowance for doubtful accounts based upon its assessment of the current status of individual accounts. Balances that are still outstanding after management has performed reasonable collection efforts are written off through a charge to the allowance and a credit to accounts receivable. An allowance for doubtful accounts was not needed at December 31, 2022. As of December 31, 2021, Vystar has recorded an allowance for doubtful accounts of $ 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, Rotmans was eligible for a refundable employee retention credit subject to certain criteria. Rotmans recognized employee retention credits of $ 771,287 Rotmans terminated its agreement with a supplier in 2021 and will receive $ 100,000 66,667 |
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. Both Rotmans and Vystar evaluate 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 years 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 December 31, 2022 and 2021, the net balance of property and equipment for Vystar is $ 140,886 184,442 201,517 157,961 490,420 647,657 114,041 486,023 |
Intangible Assets | Intangible Assets Patents represent legal and other fees associated with the registration of patents. Vystar 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 years Vystar 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 10 years Our intangible assets are reviewed for impairment annually or more frequently as warranted by events of changes in circumstances. During the year ended December 31, 2022, Vystar recognized an impairment charge of $ 297,723 411,527 245,050 |
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 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 consolidated balance sheet, if material. |
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. Vystar recognized an impairment loss of $ 147,092 313,209 during the year ended December 31, 2022. |
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 Vystar 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 Vystar 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, Vystar 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 December 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 years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE Vystar Rotmans Vystar Rotmans 2022 2021 Vystar Rotmans Vystar Rotmans Balance, beginning of the year $ 79,368 $ 1,042,827 $ 628,276 $ 1,799,495 Customer deposits received 1,042 18,535,198 554,215 23,967,846 Gift cards purchased - 1,200 - 15,860 Revenue earned (35,931 ) (19,579,225 ) (1,103,123 ) (24,740,374 ) Balance, end of the year $ 44,479 $ - $ 79,368 $ 1,042,827 |
Loss Per Share | Loss Per Share The Company presents basic and diluted loss per share and is reported separately for continuing operations and discontinued operations. Because the Company reported a net loss for 2022 and 2021, common stock equivalents, including stock options and warrants, were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same. Excluded from the computation of diluted loss per share were options to purchase 266,750 268,750 37,266 101,743 23,952,603 32,302 4,081,316 7,647,906 |
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 December 31, 2022 and 2021, estimated sales returns totaled $ 415,000 337,000 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 delivery services. Delivery fees are charged to customers and are included in revenue in the accompanying 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 consolidated statements of operations. Rotmans 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. Rotmans ended this warranty program during 2020 but amortized the previously contracted warranties over their original terms until store closing in December 2022. At December 31, 2021, deferred warranty revenue was approximately $ 524,000 524,000 388,000 134,000 |
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 years ended December 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. Vystar costs included in general and administrative expenses in the accompanying consolidated statements of operations were approximately $ 35,000 251,000 1,212,000 1,923,000 |
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. Vystar 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 Vystar’s common stock on the date of grant. Vystar 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 Vystar and Rotmans remain subject to income tax examinations from Federal and state taxing jurisdictions for 2019 through 2022. |
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 Vystar 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF UNEARNED REVENUE | Changes to unearned revenue during the years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF UNEARNED REVENUE Vystar Rotmans Vystar Rotmans 2022 2021 Vystar Rotmans Vystar Rotmans Balance, beginning of the year $ 79,368 $ 1,042,827 $ 628,276 $ 1,799,495 Customer deposits received 1,042 18,535,198 554,215 23,967,846 Gift cards purchased - 1,200 - 15,860 Revenue earned (35,931 ) (19,579,225 ) (1,103,123 ) (24,740,374 ) Balance, end of the year $ 44,479 $ - $ 79,368 $ 1,042,827 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 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 Vystar Rotmans Vystar Rotmans 2022 2021 Vystar Rotmans Vystar Rotmans Furniture, fixtures and equipment $ 3,831 $ 55,574 $ 3,831 $ 584,793 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 342,403 604,461 342,403 1,133,680 Accumulated depreciation (201,517 ) (114,041 ) (157,961 ) (486,023 ) Property and equipment, net $ 140,886 $ 490,420 $ 184,442 $ 647,657 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization 2022 2021 Period Vystar Rotmans Vystar Rotmans (in Years) Amortized intangible assets: Patents $ 361,284 $ - $ 361,284 $ - 6 20 Proprietary technology 13,000 - 280,000 - 10 Tradename and brand 13,000 - 280,000 770,000 5 10 Noncompete - - 50,000 - 5 Customer relationships - - 40,000 110,000 6 10 Marketing related - - - 380,000 5 Total 387,284 - 1,011,284 1,260,000 Intangible assets, gross 387,284 - 1,011,284 1,260,000 Accumulated amortization (241,985 ) - (471,346 ) (600,140 ) Intangible assets, net 145,299 - 539,938 659,860 Indefinite-lived intangible assets: Trademarks 9,072 - 9,072 - Total intangible assets $ 154,371 $ - $ 549,010 $ 659,860 |
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 2023 $ 31,716 2024 31,716 2025 24,652 2026 16,032 2027 16,032 Thereafter 25,151 Total $ 145,299 |
LEASES (DISCONTINUED OPERATIO_2
LEASES (DISCONTINUED OPERATIONS) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF LEASE COST | The table below presents the lease costs for years ended December 31, 2022 and 2021: SCHEDULE OF LEASE COST 2022 2021 Year Ended December 31, 2022 2021 Operating lease cost $ 1,155,451 $ 1,479,444 Finance lease cost: Amortization of right-of-use assets 143,937 182,204 Interest on lease liabilities 28,408 34,601 Total lease cost $ 1,327,796 $ 1,696,249 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following table presents other information related to the Rotmans leases: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,054,698 $ 1,394,135 Financing cash flows used for financing leases 165,502 231,414 Assets obtained in exchange for operating lease liabilities 320,732 - Assets obtained in exchange for finance lease liabilities 4,739 24,603 Weighted average remaining lease term: Operating leases 7.8 8.9 Finance leases 3.4 4.3 Weighted average discount rate: Operating leases 5.61 % 5.59 % Finance leases 5.16 % 5.16 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS | The future minimum lease payments required under Rotmans operating and financing lease obligations as of December 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 2023 $ 1,049,351 $ 139,080 $ 1,188,431 2024 955,272 139,080 1,094,352 2025 870,000 139,080 1,009,080 2026 870,000 68,395 938,395 2027 870,000 - 870,000 Thereafter 2,682,500 - 2,682,500 Total undiscounted lease liabilities 7,297,123 485,635 7,782,758 Less: imputed interest (1,370,983 ) (42,108 ) (1,413,091 ) Net lease liabilities $ 5,926,140 $ 443,527 $ 6,369,667 |
NOTES PAYABLE AND LOAN FACILI_2
NOTES PAYABLE AND LOAN FACILITY (Tables) | 12 Months Ended |
Dec. 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 2022 2021 December 31, 2022 2021 Shareholder, convertible and contingently convertible notes $ 309,500 $ 1,241,895 Accrued interest 26,763 147,009 Total shareholder notes and accrued interest 336,263 1,388,904 Less: current maturities (336,263 ) (1,388,904 ) Total long-term debt $ - $ - |
SCHEDULE OF RELATED PARTY DEBT | The following table summarizes related party debt: SCHEDULE OF RELATED PARTY DEBT 2022 2021 December 31, 2022 2021 Rotman Family convertible notes $ 5,000 $ 1,967,737 Rotman Family nonconvertible notes 140,000 1,953,509 Accrued interest 24,552 384,238 Debt discount - (27,083 ) Due to related party 169,552 4,278,401 Less: current maturities (169,552 ) (1,487,000 ) Due to related party, noncurrent $ - $ 2,791,401 |
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 Issue Date Principal Amount 2022 2021 Carrying Amount December 31, December 31, Issue Date Principal Amount 2022 2021 Steven Rotman 8 July 2024 07/18/19 $ 105,000 $ - $ 126,000 Gregory Rotman 8 July 2024 07/18/19 55,207 - 66,264 Steven Rotman 5 July 2027 07/18/19 1,102,500 - 1,238,016 Bernard Rotman 5 July 2023 07/18/19 420,000 - 471,625 Steven Rotman 5 December 2021 12/19/19 100,000 - 110,208 Steven Rotman 5 February 2022 02/02/20 50,000 - 54,583 Gregory Rotman 5 June 2023 06/03/21 130,030 - 133,822 Jamie Rotman 5 August 2023 08/17/21 5,000 5,344 5,094 Debt instrument, carrying amount $ 1,967,737 5,344 2,205,612 Debt Discount - (27,083 ) Notes payable $ 5,344 $ 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 December 31, December 31, Carrying Amount December 31, December 31, Issue Date Principal Amount 2022 2021 Steven Rotman 5 07/18/19 $ 367,500 $ - $ 412,672 Bernard Rotman 5 07/18/19 140,000 164,208 157,208 Steven Rotman 5 12/22/20 1,048,000 - 1,115,243 Steven Rotman 5 03/31/21 395,000 - 411,652 Steven Rotman 5 06/02/21 3,009 - 3,097 Principal amount $ 1,953,509 $ 164,208 $ 2,099,872 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITIES | Fair Value of Embedded Derivative Liabilities: SCHEDULE OF DERIVATIVE LIABILITIES 2022 2021 Balance, beginning of the year $ 1,778,100 $ 1,766,700 Initial measurement of liabilities - 65,000 Change in fair value (1,778,100 ) (53,600 ) Balance, end of the year $ - $ 1,778,100 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE | SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE Amount Shares Balance, January 1, 2021 $ 2,589,556 994,314 Additions 806,082 421,854 Issuances (2,148,089 ) (811,110 ) Balance, December 31, 2021 1,247,549 605,058 Additions 659,647 1,552,386 Issuances (251,988 ) (25,568 ) Balance, December 31, 2022 $ 1,655,208 2,131,876 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 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 last two years: SCHEDULE OF REVENUES Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales 2022 2021 Vystar Rotmans Vystar Rotmans % of % of % of % of Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Net Sales Merchandise: Case Goods Bedroom Furniture $ - - $ 2,032,560 10.1 $ - - $ 2,276,316 8.8 Dining Room Furniture - - 1,366,535 6.7 - - 1,641,966 6.3 Occasional - - 2,584,788 12.8 - - 3,800,158 14.6 Total case goods - - 5,983,883 29.6 - - 7,718,440 29.7 Upholstery - - 7,953,727 39.3 - - 10,162,377 39.1 Mattresses and Toppers 26,607 22.8 3,456,839 17.1 74,536 4.5 4,487,838 17.3 Broadloom, Flooring and Rugs - - 1,679,606 8.3 - - 2,213,054 8.5 Warranty - - 783,329 3.9 - - 740,864 2.9 Air Purification Units 74,105 63.6 - - 1,519,529 91.0 - - Accessories and Other 15,821 13.6 363,907 1.8 74,937 4.5 656,304 2.5 Net sales $ 116,533 100.0 $ 20,221,291 100.0 $ 1,669,002 100.0 $ 25,978,877 100.0 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table summarizes all stock option activity of Vystar for the years ended December 31, 2022 and 2021: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Number Exercise Contractual of Shares Price Life (Years) Outstanding, December 31, 2020 278,750 $ 20.38 2.47 Granted - - - Exercised - - - Forfeited (7,000 ) $ 59.00 - Outstanding, December 31, 2021 271,750 $ 19.45 1.53 Granted - - - Cancelled (5,000 ) $ 11.00 - Forfeited (1,483 ) $ 41.40 - Outstanding, December 31, 2022 265,267 $ 19.54 0.51 Exercisable, December 31, 2022 265,267 $ 19.54 0.51 Exercisable, December 31, 2021 268,750 $ 19.66 1.48 |
SCHEDULE OF WARRANT ACTIVITY | The following table represents Vystar’s warrant activity for the years ended December 31, 2022 and 2021: SCHEDULE OF WARRANT ACTIVITY Weighted Average Weighted Weighted Remaining Number Average Average Contractual of Shares Fair Value Exercise Price Life (Years) Outstanding, December 31, 2020 142,060 - $ 8.48 2.53 Granted - - - - Exercised - - - - Forfeited (40,317 ) - $ 25.09 - Expired - - - - Outstanding, December 31, 2021 101,743 - $ 8.19 2.36 Granted - - - - Cancelled (52,033 ) - $ 10.96 - Forfeited (12,444 ) - $ 19.65 - Expired - - - - Outstanding, December 31, 2022 37,266 - $ 7.57 1.31 Exercisable, December 31, 2022 37,266 - $ 7.57 1.31 Exercisable, December 31, 2021 101,743 - $ 8.19 2.36 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAXES | SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Year Ended December 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 December 31, 2022 and 2021 are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 NOL carryforwards $ 8,300,000 $ 7,500,000 Less valuation allowance (8,300,000 ) (7,500,000 ) Deferred tax assets $ - $ - |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATIONS | SCHEDULE OF DISCONTINUED OPERATIONS 2022 2021 Revenue $ 20,221,291 $ 25,978,877 Cost of revenue 8,391,180 11,594,698 Gross profit 11,830,111 14,384,179 Operating expenses: Salaries, wages and benefits 3,118,238 4,165,466 Agent fees 2,894,478 4,273,308 Professional fees 291,579 30,471 Advertising 1,212,426 1,922,614 Consulting 3,500 - Rent 746,321 1,080,794 Service charges 557,923 563,786 Depreciation and amortization 383,491 558,611 Loss on impairment 1,390,609 - Other operating 1,897,927 2,378,862 Total operating expenses 12,496,492 14,973,912 Loss from operations (666,381 ) (589,733 ) Other income (expense): Interest expense (389,667 ) (425,019 ) Gain on settlement of debt, net 51,856 2,805,800 Other income, net 116,564 724,779 Total other income (expense), net (221,247 ) 3,105,560 Net income (loss) from discontinued operations $ (887,628 ) $ 2,515,827 Details of the balance sheet items for discontinued operations are as follows: 2022 2021 Current assets: Cash $ 123,325 $ 21,655 Accounts receivable 1,853,972 46,410 Other receivables 684,775 875,362 Inventories 76,379 3,695,074 Prepaid expenses and other 288,520 282,273 Deferred commission costs - 73,625 Total current assets $ 3,026,971 $ 4,994,399 Non-current assets: Property and equipment, net $ 490,420 $ 647,657 Operating lease right-of-use assets, net 7,008,276 7,776,978 Finance lease right-of-use assets, net - 551,037 Intangible assets, net - 659,860 Goodwill - 313,209 Inventories, long-term - 228,030 Other assets 5,274 65,860 Total non-current assets $ 7,503,970 $ 10,242,631 Current liabilities: Accounts payable $ 339,426 $ 3,165,672 Accrued expenses 726,410 311,792 Operating lease liabilities - current maturities 737,000 634,000 Finance lease liabilities - current maturities 119,000 134,000 Related party debt - current maturities 406,753 - Unearned revenue - 800,836 Total current liabilities $ 2,328,589 $ 5,046,300 Non-current liabilities: Operating lease liabilities, net of current maturities $ 5,189,140 $ 5,683,736 Finance lease liabilities, net of current maturities 324,527 443,882 Unearned revenue, net of current maturities - 241,991 Total non-current liabilities $ 5,513,667 $ 6,369,609 The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Included in adjustments to reconcile net loss to net cash used in operating activities are the following discontinued operations items: 2022 2021 Depreciation $ 135,158 $ 310,277 Bad debts 16,514 (1,362 ) Amortization of intangible assets 248,333 248,334 Noncash lease expense 267,009 345,355 Impairment loss 1,390,609 - (Gain) loss on settlement of debt, net (51,856 ) (2,805,800 ) Gain on sale of property and equipment 22,080 210,951 Loss on sale of investments - 4,180 Net unrealized gain on available-for-sale investments - (20,480 ) |
SCHEDULE OF UNEARNED REVENUE (D
SCHEDULE OF UNEARNED REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, beginning of the year | $ 79,368 | $ 628,276 |
Customer deposits received | 1,042 | 554,215 |
Gift cards purchased | ||
Revenue earned | (35,931) | (1,103,123) |
Balance, end of the year | 44,479 | 79,368 |
Rotmans [Member] | ||
Balance, beginning of the year | 1,042,827 | 1,799,495 |
Customer deposits received | 18,535,198 | 23,967,846 |
Gift cards purchased | 1,200 | 15,860 |
Revenue earned | (19,579,225) | (24,740,374) |
Balance, end of the year | $ 1,042,827 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Number of shares authorized to issue | 520,000,000 | ||
Sales average service charge, percentage | 275% | ||
Accounts Receivable, Sale | $ 2,579,000 | ||
Allowance for doubtful accounts | $ 273,000 | ||
Other receivables | 771,287 | ||
Property and equipment | 140,886 | 184,442 | |
Accumulated depreciation of property and equipment | 201,517 | 157,961 | |
Impairment charges | 297,723 | ||
Impairment charges | 1,835,424 | 245,050 | |
Asset impairment charges | 147,092 | ||
Reserves for estimated sales returns | 415,000 | 337,000 | |
Deferred commission costs | 134,000 | ||
Advertising expense | $ 35,000 | 251,000 | |
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 | 524,000 | ||
Proceeds from deferred revenue arrangements | $ 524,000 | $ 388,000 | |
Options to Purchase Common Shares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amoun | 266,750 | 268,750 | |
Warrants to Purchase Common Shares [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amoun | 37,266 | 101,743 | |
Convertible Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share amoun | 23,952,603 | 32,302 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Intangible asset, useful life | 5 years | ||
Minimum [Member] | Patent [Member] | |||
Property, Plant and Equipment [Line Items] | |||
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 | 10 years | ||
Maximum [Member] | Patent [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Intangible asset, useful life | 20 years | ||
Steven Rotman [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accrued employee benefits current | $ 100,000 | ||
Accrued employee benefits current and noncurrent | 66,667 | ||
Rotmans [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 490,420 | $ 647,657 | |
Accumulated depreciation of property and equipment | 114,041 | 486,023 | |
Impairment charges | 411,527 | ||
Asset impairment charges | 313,209 | ||
Discontinued operations | $ 1,212,000 | $ 1,923,000 | |
Shareholder And Rotman Family [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Contingently convertible notes | 4,081,316 | 7,647,906 | |
Common Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Reverse stock split | 1-for-100 reverse stock split | ||
Number of shares authorized to issue | 500,000,000 | 25,334 | |
Preferred Stock [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Number of shares authorized to issue | 20,000,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 12,274 | $ 129,520 |
Working capital deficit | 3,100,000 | |
Accumulated deficit | $ 55,368,868 | $ 51,410,516 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 342,403 | $ 342,403 |
Accumulated depreciation | (201,517) | (157,961) |
Property and equipment, net | 140,886 | 184,442 |
Rotmans [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 604,461 | 1,133,680 |
Accumulated depreciation | (114,041) | (486,023) |
Property and equipment, net | 490,420 | 647,657 |
Furniture Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,831 | 3,831 |
Furniture Fixtures and Equipment [Member] | Rotmans [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 55,574 | 584,793 |
Tooling and Testing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 338,572 | 338,572 |
Tooling and Testing Equipment [Member] | Rotmans [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | ||
Parking Lots [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | ||
Parking Lots [Member] | Rotmans [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 | ||
Leasehold Improvements [Member] | Rotmans [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 | ||
Vehicles [Member] | Rotmans [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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 178,714 | $ 353,833 |
Net loss from discontinued operations | $ 135,158 | $ 310,277 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 387,284 | $ 1,011,284 |
Accumulated amortization | (241,985) | (471,346) |
Intangible assets, net | 145,299 | 539,938 |
Trademarks | 9,072 | 9,072 |
Total intangible assets | $ 154,371 | 549,010 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 5 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Life | 10 years | |
Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,260,000 | |
Accumulated amortization | (600,140) | |
Intangible assets, net | 659,860 | |
Trademarks | ||
Total intangible assets | 659,860 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 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 | |
Patents [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | ||
Proprietary Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 13,000 | 280,000 |
Estimated Life | 10 years | |
Proprietary Technology [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | ||
Tradename and Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 13,000 | 280,000 |
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 | |
Tradename and Brand [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 770,000 | |
Noncompete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 50,000 | |
Estimated Life | 5 years | |
Noncompete [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | ||
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 40,000 | |
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 | |
Customer Relationships [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 110,000 | |
Marketing Related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | ||
Estimated Life | 5 years | |
Marketing Related [Member] | Rotmans [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 380,000 |
SCHEDULE OF ESTIMATED FUTURE AM
SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 31,716 | |
2024 | 31,716 | |
2025 | 24,652 | |
2026 | 16,032 | |
2027 | 16,032 | |
Thereafter | 25,151 | |
Intangible assets, net | $ 145,299 | $ 539,938 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Amortization | $ 345,249 | $ 384,250 |
Net income loss from discontinued operations | 248,333 | 248,334 |
Impairment charges | 297,723 | |
Impairment charges | 1,835,424 | $ 245,050 |
Rotmans [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Impairment charges | 411,527 | |
Rotmans [Member] | Store [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Impairment charges | $ 1,390,609 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost | $ 1,155,451 | $ 1,479,444 |
Amortization of right-of-use assets | 143,937 | 182,204 |
Interest on lease liabilities | 28,408 | 34,601 |
Total lease cost | $ 1,327,796 | $ 1,696,249 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating cash flows used for operating leases | $ 1,054,698 | $ 1,394,135 |
Financing cash flows used for financing leases | 165,502 | 231,414 |
Assets obtained in exchange for operating lease liabilities | 320,732 | |
Assets obtained in exchange for finance lease liabilities | $ 4,739 | $ 24,603 |
Weighted average remaining lease term: operating leases | 7 years 9 months 18 days | 8 years 10 months 24 days |
Weighted average remaining lease term: finance leases | 3 years 4 months 24 days | 4 years 3 months 18 days |
Weighted average discount rate: operating leases | 5.61% | 5.59% |
Weighted average discount rate: finance leases | 5.16% | 5.16% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS REQUIRED UNDER OPERATING AND FINANCING LEASE OBLIGATIONS (Details) | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
Operating Leases 2023 | $ 1,049,351 |
Operating Leases 2024 | 955,272 |
Operating Leases 2025 | 870,000 |
Operating Leases 2026 | 870,000 |
Operating Leases 2027 | 870,000 |
Operating Leases Thereafter | 2,682,500 |
Operating Leases, Undiscounted lease liabilities | 7,297,123 |
Operating Leases Less: imputed interest | (1,370,983) |
Operating lease, Net lease liabilities | 5,926,140 |
Finance Lease, Liability, to be Paid [Abstract] | |
Finance Leases 2023 | 139,080 |
Finance Leases 2024 | 139,080 |
Finance Leases 2025 | 139,080 |
Finance Leases 2026 | 68,395 |
Finance Leases 2027 | |
Finance Leases Thereafter | |
Finance Leases, Undiscounted lease liabilities | 485,635 |
Finance Leases Less: imputed interest | (42,108) |
Finance lease, Net lease liabilities | 443,527 |
2023 | 1,188,431 |
2024 | 1,094,352 |
2025 | 1,009,080 |
2026 | 938,395 |
2027 | 870,000 |
Thereafter | 2,682,500 |
Undiscounted lease liabilities | 7,782,758 |
Less: imputed interest | $ (1,413,091) |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating lease, Net lease liabilities |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Finance lease, Net lease liabilities |
Net lease liabilities | $ 6,369,667 |
LEASES (DISCONTINUED OPERATIO_3
LEASES (DISCONTINUED OPERATIONS) (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease expiration description | These leases expire at various dates through 2031 and have monthly base rents which range from $800 to $81,000. | |
Impairment loss on the right of use asset | $ 666,000 | |
Lease termination | $ 5,000 | |
Sublease income | 137,000 | $ 145,000 |
Minimum [Member] | ||
Monthly base rent | 800 | |
Maximum [Member] | ||
Monthly base rent | $ 81,000 |
SCHEDULE OF LONG - TERM DEBT (D
SCHEDULE OF LONG - TERM DEBT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Shareholder, convertible and contingently convertible notes | $ 309,500 | $ 1,241,895 |
Accrued interest | 26,763 | 147,009 |
Total shareholder notes and accrued interest | 336,263 | 1,388,904 |
Less: current maturities | (336,263) | (1,388,904) |
Total long-term debt |
SCHEDULE OF RELATED PARTY DEBT
SCHEDULE OF RELATED PARTY DEBT (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Long term debt, current | $ 1,967,737 | |
Accrued interest | 24,552 | $ 384,238 |
Debt discount | (27,083) | |
Due to related party | 169,552 | 4,278,401 |
Less: current maturities | (169,552) | (1,487,000) |
Due to related party, noncurrent | 2,791,401 | |
Rotman Family Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, current | 5,000 | 1,967,737 |
Rotman Family Non Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, current | $ 140,000 | $ 1,953,509 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 17, 2021 | Jun. 03, 2021 | Dec. 31, 2020 | Feb. 20, 2020 | Dec. 19, 2019 | Sep. 30, 2019 | Jul. 18, 2019 | |
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 1,967,737 | ||||||||
Debt Discount | $ (27,083) | ||||||||
Notes payable | 5,344 | 2,178,529 | |||||||
Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 5,344 | 2,205,612 | |||||||
Principal amount | $ 180,000 | ||||||||
Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 1,522,500 | ||||||||
Rotman Family Non-convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 1,953,509 | ||||||||
Steven Rotman [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 164,208 | 2,099,872 | |||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 126,000 | ||||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 105,000 | $ 105,000 | |||||||
Notes payable | 126,000 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 1,238,016 | ||||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 1,102,500 | 1,102,500 | |||||||
Notes payable | 1,238,000 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 110,208 | ||||||||
Issue date | Dec. 19, 2019 | ||||||||
Principal amount | $ 100,000 | $ 100,000 | |||||||
Notes payable | 110,000 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 54,583 | ||||||||
Issue date | Feb. 02, 2020 | ||||||||
Principal amount | $ 50,000 | $ 50,000 | |||||||
Notes payable | 55,000 | ||||||||
Steven Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 412,672 | ||||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 367,500 | ||||||||
Notes payable | 413,000 | ||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 1,115,243 | ||||||||
Issue date | Dec. 22, 2020 | ||||||||
Principal amount | $ 1,048,000 | $ 1,048,000 | |||||||
Notes payable | 1,115,000 | ||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 411,652 | ||||||||
Issue date | Mar. 31, 2021 | ||||||||
Principal amount | $ 395,000 | 398,009 | |||||||
Notes payable | 415,000 | ||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 3,097 | ||||||||
Issue date | Jun. 02, 2021 | ||||||||
Principal amount | $ 3,009 | ||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 66,264 | ||||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 55,207 | ||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 133,822 | ||||||||
Issue date | Jun. 03, 2021 | ||||||||
Principal amount | $ 130,030 | $ 130,030 | |||||||
Notes payable | 134,000 | ||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | 471,625 | ||||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 420,000 | $ 4,200 | |||||||
Notes payable | 472,000 | ||||||||
Bernard Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 164,208 | 157,208 | |||||||
Issue date | Jul. 18, 2019 | ||||||||
Principal amount | $ 140,000 | ||||||||
Notes payable | 164,000 | 157,000 | |||||||
Jamie Rotman [Member] | Rotman Family Convertible Notes Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Principal amount | $ 5,344 | 5,094 | |||||||
Issue date | Aug. 17, 2021 | ||||||||
Principal amount | $ 5,000 | $ 5,000 | |||||||
Notes payable | $ 5,000 | $ 5,000 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) | 12 Months Ended | ||||||||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 17, 2021 | Jun. 03, 2021 | Feb. 20, 2020 | Dec. 19, 2019 | Sep. 30, 2019 | Jul. 18, 2019 | |
Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 8% | ||||||||
Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Rotman Family Convertible Notes Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Rotman Family Convertible Notes Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Rotman Family Convertible Notes Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Rotman Family Non-convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 500% | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 8% | ||||||||
Maturity date | July 2024 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Maturity date | July 2027 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Maturity date | December 2021 | ||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Maturity date | February 2022 | ||||||||
Steven Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 500% | ||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | 500% | |||||||
Maturity date | The maturity date was extended to December 2022 at the end of 2021 | ||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 500% | 5% | |||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 500% | ||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 8% | ||||||||
Maturity date | July 2024 | ||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | 5% | |||||||
Maturity date | June 2023 | ||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Maturity date | July 2023 | ||||||||
Bernard Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 500% | ||||||||
Jamie Rotman [Member] | Rotman Family Convertible Notes Five [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Maturity date | August 2023 |
NOTES PAYABLE AND LOAN FACILI_3
NOTES PAYABLE AND LOAN FACILITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 01, 2022 | Aug. 17, 2021 | Jun. 03, 2021 | Feb. 02, 2021 | Dec. 31, 2020 | Apr. 16, 2020 | Feb. 20, 2020 | Dec. 19, 2019 | Sep. 30, 2019 | Jul. 18, 2019 | Jul. 18, 2019 | Sep. 30, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2018 | Nov. 30, 2020 | May 29, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Fair value of amount outstanding | $ 2,082,000 | |||||||||||||||||||
Due from related parties | $ 1,853,972 | |||||||||||||||||||
Debt instrument, face amount | 1,967,737 | |||||||||||||||||||
Forgiveness of loan | (2,060,123) | (117,700) | ||||||||||||||||||
Number of shares issued for notes settlement | 520,000,000 | |||||||||||||||||||
Derivative liabilities | $ 1,766,700 | 1,778,100 | ||||||||||||||||||
Loss | (3,958,352) | (2,697,332) | ||||||||||||||||||
Notes payable with accrued interest | 5,344 | 2,178,529 | ||||||||||||||||||
Due to related parties | 169,552 | $ 4,278,401 | ||||||||||||||||||
Blue Oar Consulting, Inc. [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Proceeds from related party | $ 500,000 | |||||||||||||||||||
Due to related parties | $ 100,000 | |||||||||||||||||||
Debt frequency of periodic payment | weekly | |||||||||||||||||||
Debt periodic payments | $ 12,500 | |||||||||||||||||||
Contingently Convertible Notes Payable [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 338,000 | |||||||||||||||||||
Discount rate | 8% | 5% | ||||||||||||||||||
Debt maturity date | The notes mature one year from issuance but may be extended one (1) additional year by Vystar. | |||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Debt, outstanding amount | $ 19,500 | $ 338,195 | ||||||||||||||||||
Gain loss on notes payable | 98,000 | |||||||||||||||||||
Contingently Convertible Notes Payable [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 53,822 | |||||||||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 290,000 | $ 613,700 | ||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Discount rate | 5% | 5% | ||||||||||||||||||
Gain loss on notes payable | $ 142,000 | |||||||||||||||||||
Conversion price | $ 1.60 | |||||||||||||||||||
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 | |||||||||||||||||||
Derivative liabilities | $ 647,100 | |||||||||||||||||||
Convertible Promissory Notes [Member] | Rotmans [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Acquisition percentage | 58% | 58% | ||||||||||||||||||
Convertible Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt conversion percentage | 35% | |||||||||||||||||||
Convertible Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Convertible Promissory Notes [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 98,933 | |||||||||||||||||||
Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 180,000 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Debt, outstanding amount | $ 5,344 | 2,205,612 | ||||||||||||||||||
Rotman Family Convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,522,500 | $ 1,522,500 | ||||||||||||||||||
Interest rate | 5% | 5% | ||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Rotman Family Convertible Notes One [Member] | Rotmans [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Acquisition percentage | 58% | 58% | ||||||||||||||||||
Rotman Family Convertible Notes Two [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Number of shares issued for notes settlement | 42,225 | |||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Loss | $ 60,000 | |||||||||||||||||||
Debt instrument, face amount | 2 years | |||||||||||||||||||
Rotman Family Convertible Notes Three [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Debt instrument, face amount | 2 years | |||||||||||||||||||
Rotman Family Convertible Notes Three [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 20,913 | |||||||||||||||||||
Loss | $ 30,000 | |||||||||||||||||||
Rotman Family Convertible Notes Four [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 51,896 | |||||||||||||||||||
Loss | $ 76,000 | |||||||||||||||||||
Rotman Family Convertible Notes Five [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Conversion price | $ 1.60 | |||||||||||||||||||
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 | |||||||||||||||||||
Rotman Family Non-convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Interest rate | 500% | |||||||||||||||||||
Rotman Family Non-convertible Notes One [Member] | Rotmans [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Acquisition percentage | 58% | |||||||||||||||||||
Rotman Family Non Convertible Notes Two [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 427,296 | |||||||||||||||||||
Loss | $ 611,000 | |||||||||||||||||||
Rotman Family Non Convertible Notes Three [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 158,908 | |||||||||||||||||||
Loss | $ 228,000 | |||||||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Loan received | $ 1,402,900 | $ 1,402,900 | ||||||||||||||||||
Interest rate | 1% | |||||||||||||||||||
Forgiveness of loan | 2,805,800 | |||||||||||||||||||
Paycheck Protection Program [Member] | Promissory Note [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,402,900 | |||||||||||||||||||
Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Derivative liabilities | 1,131,000 | |||||||||||||||||||
Steven Rotman [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt, outstanding amount | $ 164,208 | 2,099,872 | ||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 105,000 | $ 105,000 | ||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Debt maturity date | July 2024 | |||||||||||||||||||
Debt, outstanding amount | 126,000 | |||||||||||||||||||
Loss | 68,000 | $ 679,000 | ||||||||||||||||||
Notes payable with accrued interest | 126,000 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 48,276 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,102,500 | 1,102,500 | $ 1,102,500 | |||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt maturity date | July 2027 | |||||||||||||||||||
Debt, outstanding amount | 1,238,016 | |||||||||||||||||||
Notes payable with accrued interest | 1,238,000 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes One [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 474,336 | 474,336 | ||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Two [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 100,000 | $ 100,000 | ||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt maturity date | December 2021 | |||||||||||||||||||
Debt, outstanding amount | 110,208 | |||||||||||||||||||
Notes payable with accrued interest | 110,000 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Convertible Notes Three [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 50,000 | $ 50,000 | ||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt maturity date | February 2022 | |||||||||||||||||||
Debt, outstanding amount | 54,583 | |||||||||||||||||||
Notes payable with accrued interest | 55,000 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 367,500 | |||||||||||||||||||
Interest rate | 500% | |||||||||||||||||||
Debt, outstanding amount | 412,672 | |||||||||||||||||||
Notes payable with accrued interest | 413,000 | |||||||||||||||||||
Debt instrument, face amount | 8 years | |||||||||||||||||||
Notes payable to related parties | $ 367,500 | |||||||||||||||||||
Repayments of Convertible Debt | 3,828 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 158,112 | |||||||||||||||||||
Loss | $ 225,000 | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Two [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 1,048,000 | $ 1,048,000 | ||||||||||||||||||
Interest rate | 5% | 500% | ||||||||||||||||||
Debt maturity date | The maturity date was extended to December 2022 at the end of 2021 | |||||||||||||||||||
Debt, outstanding amount | 1,115,243 | |||||||||||||||||||
Notes payable with accrued interest | 1,115,000 | |||||||||||||||||||
Debt instrument, face amount | 1 year | |||||||||||||||||||
Steven Rotman [Member] | Rotman Family Non Convertible Notes Three [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 395,000 | $ 398,009 | ||||||||||||||||||
Interest rate | 500% | 5% | ||||||||||||||||||
Debt, outstanding amount | $ 411,652 | |||||||||||||||||||
Notes payable with accrued interest | 415,000 | |||||||||||||||||||
Greg Rotman [Member] | Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 75,000 | |||||||||||||||||||
Loss | $ 37,000 | |||||||||||||||||||
Notes payable with accrued interest | 66,000 | |||||||||||||||||||
Greg Rotman [Member] | Rotman Family Convertible Notes [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 25,812 | |||||||||||||||||||
Bernard Rotman [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Forgiveness of loan | $ 482,125 | |||||||||||||||||||
Number of shares issued for notes settlement | 180,699 | |||||||||||||||||||
Bernard Rotman [Member] | Convertible Promissory Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | 420,000 | 420,000 | ||||||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Loss | 69,000 | |||||||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 4,200 | $ 4,200 | $ 420,000 | |||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt maturity date | July 2023 | |||||||||||||||||||
Debt, outstanding amount | 471,625 | |||||||||||||||||||
Notes payable with accrued interest | 472,000 | |||||||||||||||||||
Bernard Rotman [Member] | Rotman Family Convertible Notes One [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Number of shares issued for notes settlement | 180,699 | 180,699 | ||||||||||||||||||
Bernard Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 140,000 | |||||||||||||||||||
Interest rate | 500% | |||||||||||||||||||
Debt, outstanding amount | $ 164,208 | 157,208 | ||||||||||||||||||
Notes payable with accrued interest | $ 164,000 | 157,000 | ||||||||||||||||||
Debt instrument, face amount | 4 years | |||||||||||||||||||
Notes payable to related parties | $ 140,000 | |||||||||||||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 55,207 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Debt maturity date | July 2024 | |||||||||||||||||||
Debt, outstanding amount | 66,264 | |||||||||||||||||||
Gregory Rotman [Member] | Rotman Family Convertible Notes Four [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 130,030 | $ 130,030 | ||||||||||||||||||
Interest rate | 5% | 5% | ||||||||||||||||||
Debt maturity date | June 2023 | |||||||||||||||||||
Debt conversion percentage | 50% | |||||||||||||||||||
Debt, outstanding amount | 133,822 | |||||||||||||||||||
Conversion price | $ 1.65 | |||||||||||||||||||
Notes payable with accrued interest | 134,000 | |||||||||||||||||||
Debt instrument, face amount | 2 years | |||||||||||||||||||
Jamie Rotman [Member] | Rotman Family Convertible Notes Five [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 5,000 | $ 5,000 | ||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||
Debt maturity date | August 2023 | |||||||||||||||||||
Debt, outstanding amount | $ 5,344 | 5,094 | ||||||||||||||||||
Notes payable with accrued interest | 5,000 | $ 5,000 | ||||||||||||||||||
Bemard Rotman [Member] | Rotman Family Non-convertible Notes One [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Repayments of Convertible Debt | 2,917 | |||||||||||||||||||
Blue Oar Consulting [Member] | ||||||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||||||
Notes payable with accrued interest | $ 407,000 | |||||||||||||||||||
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] | ||||||||||||||||||||
Fair value of amount outstanding | $ 2,300,000 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning of the year | $ 1,778,100 | $ 1,766,700 |
Initial measurement of liabilities | 65,000 | |
Change in fair value | (1,778,100) | (53,600) |
Balance, end of the year | $ 1,778,100 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative Liability, Current | $ 1,778,100 | $ 1,766,700 | |
Change in fair value of derivative liabilities | $ 1,778,100 | $ 53,600 |
SCHEDULE OF ACTIVITY OF STOCK S
SCHEDULE OF ACTIVITY OF STOCK SUBSCRIPTION PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Stock subscription payable, Beginning balance | $ 1,247,549 | $ 2,589,556 |
Stock subscription payable shares, Beginning balance | 605,058 | 994,314 |
Stock subscription payable, Additions | $ 659,647 | $ 806,082 |
Stock subscription payable shares, Additions | 1,552,386 | 421,854 |
Stock subscription payable, Issuances | $ (251,988) | $ (2,148,089) |
Stock subscription payable shares, Issuances | (25,568) | (811,110) |
Stock subscription payable, Ending balance | $ 1,655,208 | $ 1,247,549 |
Stock subscription payable shares, Ending balance | 2,131,876 | 605,058 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 01, 2022 | Jul. 08, 2022 | Apr. 11, 2022 | May 02, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||
Common stock issued for cash received in prior period, shares | 520,000,000 | ||||||
Conversion of stock shares converted | 36,575,555 | ||||||
Stock subscription payable | $ 1,655,208 | $ 1,247,549 | $ 2,589,556 | ||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock shares issued | 17,680 | ||||||
Number of shares retired | 200 | ||||||
Common stock issued for cash received in prior period, shares | 500,000,000 | 25,334 | |||||
Equity Purchase Agreements [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares retired | 200 | ||||||
Common stock issued for cash received in prior period, shares | 25,334 | ||||||
Proceeds from Issuance of Common Stock | $ 38,000 | ||||||
Stock Subscription Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued for cash received in prior period, shares | 180,000 | 180,000 | |||||
Common stock subscription received | $ 270,000 | $ 270,000 | |||||
10% Series A Cumulative Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 200,000 | ||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 2,000,000 | ||||||
Preferred stock conversion price | $ 7.50 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 5 | ||||||
Additional number of shares invested value | $ 25,000 | ||||||
Preferred stock dividend | $ 10 | ||||||
10% Series A Cumulative Convertible Preferred Stock [Member] | Holder [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 8,698 | 8,698 | |||||
Preferred stock, undeclared dividends | $ 83,000 | $ 75,000 | |||||
Conversion of stock shares issued | 33,292 | 31,591 | |||||
10% Series A Cumulative Convertible Preferred Stock [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 200,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, liquidation preference | $ 170,000 | $ 162,000 | |||||
Preferred stock, shares outstanding | 8,698 | 8,698 | |||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | |||||
Conversion of stock shares converted | 5,000 | ||||||
10% Series B Cumulative Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock dividend | $ 7 | ||||||
Conversion of stock shares issued | 10 | ||||||
Preferred stock, shares authorized | 2,500,000 | ||||||
Preferred stock, dividend rate | 10% | ||||||
10% Series B Cumulative Convertible Preferred Stock [Member] | Holder [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 370,969 | ||||||
Preferred stock, undeclared dividends | $ 113,000 | ||||||
Conversion of stock shares issued | 3,871,290 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, liquidation preference | $ 2,710,000 | ||||||
Preferred stock, shares outstanding | 370,969 | 0 | |||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | |||||
Series C Cumulative Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate | 10% | ||||||
10% Series C Cumulative Convertible Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock dividend | $ 2.61 | ||||||
Conversion of stock shares issued | 10 | ||||||
Preferred stock, shares authorized | 2,500,000 | ||||||
Preferred stock, dividend rate | 10% | ||||||
10% Series C Cumulative Convertible Preferred Stock [Member] | Holder [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 1,917,973 | ||||||
Preferred stock, undeclared dividends | $ 227,000 | ||||||
Conversion of stock shares issued | 20,048,021 | ||||||
Series C Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, liquidation preference | $ 5,233,000 | ||||||
Preferred stock, shares outstanding | 1,917,973 | 0 | |||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 |
SCHEDULE OF REVENUES (Details)
SCHEDULE OF REVENUES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 116,533 | $ 1,669,002 |
Net sales, percentage | 100% | 100% |
Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 20,221,291 | $ 25,978,877 |
Net sales, percentage | 100% | 100% |
Case Goods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Case Goods [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 5,983,883 | $ 7,718,440 |
Net sales, percentage | 29.60% | 29.70% |
Case Goods [Member] | Bedroom Furniture [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Case Goods [Member] | Bedroom Furniture [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,032,560 | $ 2,276,316 |
Net sales, percentage | 10.10% | 8.80% |
Case Goods [Member] | Dining Room Furniture [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Case Goods [Member] | Dining Room Furniture [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,366,535 | $ 1,641,966 |
Net sales, percentage | 6.70% | 6.30% |
Case Goods [Member] | Occasional [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Case Goods [Member] | Occasional [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,584,788 | $ 3,800,158 |
Net sales, percentage | 12.80% | 14.60% |
Upholstery [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Upholstery [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 7,953,727 | $ 10,162,377 |
Net sales, percentage | 39.30% | 39.10% |
Mattresses and Toppers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 26,607 | $ 74,536 |
Net sales, percentage | 22.80% | 4.50% |
Mattresses and Toppers [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 3,456,839 | $ 4,487,838 |
Net sales, percentage | 17.10% | 17.30% |
Broadloom Flooring and Rugs [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Broadloom Flooring and Rugs [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 1,679,606 | $ 2,213,054 |
Net sales, percentage | 8.30% | 8.50% |
Warranty [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Warranty [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 783,329 | $ 740,864 |
Net sales, percentage | 3.90% | 2.90% |
Air Purification Units [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 74,105 | $ 1,519,529 |
Net sales, percentage | 63.60% | 91% |
Air Purification Units [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | ||
Net sales, percentage | ||
Accessories and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 15,821 | $ 74,937 |
Net sales, percentage | 13.60% | 4.50% |
Accessories and Other [Member] | Rotmans [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 363,907 | $ 656,304 |
Net sales, percentage | 1.80% | 2.50% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Outstanding, Granted | 0 | 0 | |
Stock Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Outstanding, Beginning balance | 271,750 | 278,750 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 19.45 | $ 20.38 | |
Weighted Average Remaining Contractual Life, Outstanding | 6 months 3 days | 1 year 6 months 10 days | 2 years 5 months 19 days |
Number of Shares, Outstanding, Granted | |||
Number of Shares, Outstanding, Cancelled | (5,000) | ||
Number of Shares, Forfeited | (1,483) | (7,000) | |
Weighted Average Exercise Price, Forfeited | $ 59 | ||
Weighted Average Exercise Price, Cancelled | $ 11 | ||
Number of Shares, Outstanding, Ending balance | 265,267 | 271,750 | 278,750 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 19.54 | $ 19.45 | $ 20.38 |
Number of Shares, Exercisable, Ending balance | 265,267 | 268,750 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 19.54 | $ 19.66 | |
Weighted Average Remaining Contractual Life, Exercisable | 6 months 3 days | 1 year 5 months 23 days |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Stock Warrants [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Outstanding, Beginning balance | 101,743 | 142,060 | |
Weighted Average Fair Value, Outstanding, Beginning balance | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 8.19 | $ 8.48 | |
Weighted Average Remaining Contractual Life, Outstanding | 1 year 3 months 21 days | 2 years 4 months 9 days | 2 years 6 months 10 days |
Number of Shares, Granted | |||
Weighted Average Fair Value, Granted | |||
Number of Shares, Exercised | 52,033 | ||
Weighted Average Fair Value, Cancelled | |||
Number of Shares, Forfeited | (12,444) | (40,317) | |
Weighted Average Fair Value, Forfeited | |||
Weighted Average Exercise Price, Forfeited | $ 19.65 | $ 25.09 | |
Number of Shares, Expired | |||
Weighted Average Fair Value, Expired | |||
Number of Shares, Cancelled | (52,033) | ||
Weighted Average Exercise Price, Cancelled | $ 10.96 | ||
Number of Shares, Outstanding, Ending balance | 37,266 | 101,743 | 142,060 |
Weighted Average Fair Value, Outstanding, Ending balance | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 7.57 | $ 8.19 | $ 8.48 |
Number of Shares, Exercisable, Ending balance | 37,266 | 101,743 | |
Weighted Average Fair Value, Exercisable, Ending balance | |||
Weighted Average Exercise Price, Exercisable, Ending balance | $ 7.57 | $ 8.19 | |
Weighted Average Remaining Contractual Life, Exercisable | 1 year 3 months 21 days | 2 years 4 months 9 days |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2009 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2014 | Dec. 31, 2004 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 837,468 | $ 822,070 | ||||
Accrued share-based compensation | $ 1,385,208 | 873,799 | ||||
Expected dividend yield rate | 0% | |||||
Share-based compensation | $ 837,468 | $ 822,070 | ||||
Unrecognized compensation expenses | $ 0 | |||||
Number of options granted | 0 | 0 | ||||
Stock Option Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares to be issued | 40,000 | |||||
Share based arrangement additional authorized shares | 100,000 | 500,000 | 50,000 | |||
Number of shares available for issuance | 22,518 | |||||
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 | $ 11,072 | $ 15,989 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 01, 2022 | Jul. 22, 2019 | Jul. 31, 2022 | May 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Jul. 18, 2019 | |
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 520,000,000 | |||||||
Settlement of debt | $ (2,060,123) | $ (117,700) | ||||||
Other expenses | 1,900,950 | |||||||
Stock subscription payable | $ 619,084 | |||||||
Stock subscription payable, shares | 920,000 | |||||||
Reimbursable expenses payable | $ 183,155 | |||||||
Employee-related liabilities | 116,403 | |||||||
Related party advances | 169,552 | 1,487,000 | ||||||
Long term debt, current | 1,967,737 | |||||||
Fluid Energy Conversion Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 25,000 | |||||||
Stock subscription payable | $ 103,750 | |||||||
Stock subscription payable, shares | 25,000 | |||||||
Designcenters [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock subscription payable | $ 42,000 | |||||||
Stock subscription payable, shares | 8,500 | |||||||
Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Long term debt, current | $ 290,000 | $ 613,700 | ||||||
Convertible Promissory Notes [Member] | Rotmans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition percentage | 58% | |||||||
Blue Oar Consulting, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party cash paid in shares | $ 12,500 | |||||||
Debt instrument, interest rate, effective percentage | 50% | |||||||
Related party expenses | $ 459,000 | |||||||
Other expenses | 313,340 | |||||||
Stock subscription payable | $ 629,903 | |||||||
Stock subscription payable, shares | 1,049,000 | |||||||
Gregory Rotman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party advances | $ 242,454 | |||||||
Steven Rotman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party advances | $ 24,087 | |||||||
Steven Rotman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares Subscribed but Unissued | 100,000,000,000 | 20,000,000,000 | ||||||
Common Stock, Value, Subscriptions | $ 291,000 | $ 58,200 | ||||||
Bernard Rotman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other expenses | 69,007 | |||||||
Bernard Rotman [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Long term debt, current | $ 420,000 | |||||||
Series C Preferred Stock [Member] | Fluid Energy Conversion Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Settlement of debt | $ 36,034 | |||||||
Series C Preferred Stock [Member] | Blue Oar Consulting, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 221,385 | |||||||
Settlement of debt | $ 702,161 | |||||||
Series C Preferred Stock [Member] | Bernard Rotman [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 180,699 | |||||||
Settlement of debt | $ 482,125 | |||||||
Series B Preferred Stock [Member] | Fluid Energy Conversion Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 16,929 | |||||||
Series B Preferred Stock [Member] | Convertible Promissory Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 98,933 | |||||||
Per Month [Member] | Blue Oar Consulting, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party cash paid in shares | $ 15,000 | |||||||
Per Steven Rotman Employment Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party cash paid in shares | $ 5,000 | |||||||
Debt instrument, interest rate, effective percentage | 50% | |||||||
Related party expenses | $ 417,000 | |||||||
Per Steven Rotman Employment Agreement [Member] | Series C Preferred Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock issued for cash received in prior period, shares | 1,330,066 | |||||||
Settlement of debt | $ 3,552,321 | |||||||
Per Steven Rotman Employment Agreement [Member] | Per Year [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party cash paid in shares | $ 125,000 | |||||||
Per Steven Rotman Employment Agreement [Member] | Per Month [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party cash paid in shares | $ 10,417 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 06, 2023 | |
Subsequent Event [Line Items] | ||
Damages paid value | $ 1,820,000 | |
Settlement interest | 24% | |
Conversion of stock shares converted | 36,575,555 | |
Contingency receivable | $ 4,802,000 | |
Settlement interest | 24% | |
Long term debt, current | $ 1,967,737 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Long term debt, current | $ 80,000 |
MAJOR CUSTOMERS AND VENDORS (De
MAJOR CUSTOMERS AND VENDORS (Details Narrative) - Purchase [Member] - Supplier Concentration Risk [Member] - One Major Vendor [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||
Concentration of risk, percentage | 11% | 14% |
Accounts payable | $ 0 | $ 167,000 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 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% | 21% |
Effective income tax rate | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
NOL carryforwards | $ 8,300,000 | $ 7,500,000 |
Less valuation allowance | (8,300,000) | (7,500,000) |
Deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Federal statutory income tax rate | 21% | 21% |
Deferred tax operating loss carryforward | $ 8,300,000 | $ 7,500,000 |
Georgia [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax operating loss carryforward | 18,400,000 | |
Massachusetts [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax operating loss carryforward | 21,000,000 | |
Expires Beginning in 2024 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax operating loss carryforward | 18,400,000 | |
Carried Forward Indefinitely [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax operating loss carryforward | 21,300,000 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax operating loss carryforward | 39,700,000 | |
Net operating loss carryforward | 4,400,000 | |
Domestic Tax Authority [Member] | Carried Forward Indefinitely [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 2,600,000 | |
Domestic Tax Authority [Member] | Expires Beginning In 2029 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 1,800,000 | |
State and Local Jurisdiction [Member] | Expired Beginning In 2038 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 3,500,000 | |
Tax Year 2020 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Enacted taxable income | 80% |
PROFIT SHARING PLAN (DISCONTI_2
PROFIT SHARING PLAN (DISCONTINUED OPERATIONS) (Details Narrative) | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
Post-retirement benefits | $ 0 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 20,221,291 | $ 25,978,877 |
Cost of revenue | 8,391,180 | 11,594,698 |
Gross profit | 11,830,111 | 14,384,179 |
Salaries, wages and benefits | 3,118,238 | 4,165,466 |
Agent fees | 2,894,478 | 4,273,308 |
Professional fees | 291,579 | 30,471 |
Advertising | 1,212,426 | 1,922,614 |
Consulting | 3,500 | |
Rent | 746,321 | 1,080,794 |
Service charges | 557,923 | 563,786 |
Depreciation and amortization | 383,491 | 558,611 |
Loss on impairment | 1,390,609 | |
Other operating | 1,897,927 | 2,378,862 |
Total operating expenses | 12,496,492 | 14,973,912 |
Loss from operations | (666,381) | (589,733) |
Interest expense | (389,667) | (425,019) |
Gain on settlement of debt, net | 51,856 | 2,805,800 |
Other income, net | 116,564 | 724,779 |
Total other income (expense), net | (221,247) | 3,105,560 |
Net income (loss) from discontinued operations | (887,628) | 2,515,827 |
Current assets: | ||
Cash | 123,325 | 21,655 |
Accounts receivable | 1,853,972 | 46,410 |
Other receivables | 684,775 | 875,362 |
Inventories | 76,379 | 3,695,074 |
Prepaid expenses and other | 288,520 | 282,273 |
Deferred commission costs | 73,625 | |
Total current assets | 3,026,971 | 4,994,399 |
Non-current assets: | ||
Property and equipment, net | 490,420 | 647,657 |
Operating lease right-of-use assets, net | 7,008,276 | 7,776,978 |
Finance lease right-of-use assets, net | 551,037 | |
Intangible assets, net | 659,860 | |
Goodwill | 313,209 | |
Inventories, long-term | 228,030 | |
Other assets | 5,274 | 65,860 |
Total non-current assets | 7,503,970 | 10,242,631 |
Current liabilities: | ||
Accounts payable | 339,426 | 3,165,672 |
Accrued expenses | 726,410 | 311,792 |
Operating lease liabilities - current maturities | 737,000 | 634,000 |
Finance lease liabilities - current maturities | 119,000 | 134,000 |
Related party debt - current maturities | 406,753 | |
Unearned revenue | 800,836 | |
Total current liabilities | 2,328,589 | 5,046,300 |
Non-current liabilities: | ||
Operating lease liabilities, net of current maturities | 5,189,140 | 5,683,736 |
Finance lease liabilities, net of current maturities | 324,527 | 443,882 |
Unearned revenue, net of current maturities | 241,991 | |
Total non-current liabilities | 5,513,667 | 6,369,609 |
Depreciation | 135,158 | 310,277 |
Bad debts | 16,514 | (1,362) |
Amortization of intangible assets | 248,333 | 248,334 |
Noncash lease expense | 267,009 | 345,355 |
Impairment loss | 1,390,609 | |
(Gain) loss on settlement of debt, net | (51,856) | (2,805,800) |
Gain on sale of property and equipment | 22,080 | 210,951 |
Loss on sale of investments | 4,180 | |
Net unrealized gain on available-for-sale investments | $ (20,480) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Gain on sale of parking lots | $ (22,080) | $ (210,951) | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Gain on sale of parking lots | $ 200,000 | |||
Heating costs | $ 9,833 | |||
Insurance costs | 10,106 | |||
Monthly rent | $ 30,993 |