Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | GREENBOX POS | |
Trading Symbol | GBOX | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 41,418,402 | |
Amendment Flag | false | |
Entity Central Index Key | 0001419275 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-34294 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 22-3962936 | |
Entity Address, Address Line One | 3131 Camino Del Rio North, Suite 1400 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92108 | |
City Area Code | 619 | |
Local Phone Number | -631-8261 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 27,594,032 | $ 89,559,695 |
Restricted cash | 462 | 0 |
Accounts receivable, net of allowance for bad debt of $54,795 and $54,795, respectively | 468,591 | 481,668 |
Inventory, net of inventory reserve of $3,127 and $3,127, respectively | 217,107 | 286,360 |
Cash due from gateways, net of allowance of $3,904,952 and $3,904,952, respectively | 20,807,373 | 18,941,761 |
Prepaid and other current assets | 35,263,038 | 6,420,696 |
Total current assets | 84,350,603 | 115,690,180 |
Non-current Assets: | ||
Property and equipment, net | 1,708,194 | 1,674,884 |
Other assets | 172,350 | 190,636 |
Goodwill | 6,048,034 | 6,048,034 |
Intangible Assets, net | 25,267,371 | 7,578,935 |
Operating lease right-of-use assets, net | 1,361,730 | 1,490,159 |
Total non-current assets | 34,557,679 | 16,982,648 |
Total assets | 118,908,282 | 132,672,828 |
Current Liabilities: | ||
Accounts payable | 1,069,136 | 871,037 |
Other current liabilities | 609,723 | 501,167 |
Accrued interest | 1,775,620 | 1,226,287 |
Payment processing liabilities, net | 5,390,413 | 4,997,807 |
Derivative liability | 26,435,000 | 18,735,000 |
Current portion of operating lease liabilities | 549,668 | 495,134 |
Total current liabilities | 35,829,560 | 26,826,432 |
Long-term debt | 649,900 | 649,900 |
Convertible debt, net of debt discount of $35,824,000 and $41,344,822, respectively | 58,176,000 | 58,655,178 |
Operating lease liabilities, less current portion | 891,680 | 1,035,895 |
Total liabilities | 95,547,140 | 87,167,405 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, par value $0.001, 82,500,000 shares authorized, shares issued and outstanding of 43,289,572 and 43,546,647, respectively | 42,574 | 42,831 |
Common stock issuable, par value $0.001, 500,000 and 0 shares issuable, respectively | 541 | 0 |
Additional paid-in capital | 90,982,614 | 88,574,469 |
Accumulated deficit | (59,494,048) | (38,178,061) |
Less: Treasury stock, at cost; 1,398,586 and 714,831, respectively | (8,170,539) | (4,933,816) |
Total stockholders' equity | 23,361,142 | 45,505,423 |
Total liabilities and stockholders' equity | $ 118,908,282 | $ 132,672,828 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for bad debt (in Dollars) | $ 54,795 | $ 54,795 |
Inventory reserve (in Dollars) | 3,127 | 3,127 |
Cash due from gateways, allowance (in Dollars) | 3,904,952 | 3,904,952 |
Convertible debt, debt discount (in Dollars) | $ 35,824,000 | $ 41,344,822 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 82,500,000 | 82,500,000 |
Common stock shares issued | 43,289,572 | 43,546,647 |
Common stock, shares outstanding | 43,289,572 | 43,546,647 |
Common stock issuable, shares issuable | 500,000 | 0 |
Treasury stock | 1,398,586 | 714,831 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 4,895,526 | $ 4,749,441 |
Cost of Goods Sold | 2,563,830 | 1,593,771 |
Gross Profit | 2,331,696 | 3,155,670 |
Operating expenses: | ||
Advertising and marketing | 140,966 | 24,725 |
Research and development | 1,938,133 | 653,381 |
General and administrative | 1,792,184 | 566,195 |
Payroll and payroll taxes | 2,383,397 | 559,201 |
Professional fees | 1,504,561 | 457,752 |
Stock compensation for employees | 166,800 | 797,613 |
Stock compensation for services | 126,414 | 9,453,825 |
Depreciation and amortization | 454,341 | 6,009 |
Total operating expenses | 8,506,796 | 12,518,701 |
Income (Loss) from operations | (6,175,100) | (9,363,031) |
Other income (expense): | ||
Interest expense | (1,889,485) | (594,258) |
Interest expense - debt discount | (5,520,822) | (2,993,408) |
Changes in fair value of derivative liability | (7,700,000) | |
Merchant liability settlement | 0 | (364,124) |
Other income or expense | 49,316 | (14,611) |
Total other income (expense), net | (15,060,991) | (3,966,401) |
Loss before provision for income taxes | (21,236,091) | (13,329,432) |
Income tax provision | 79,896 | 0 |
Net Income (loss) | $ (21,315,987) | $ (13,329,432) |
Net loss per share: | ||
Basic and diluted (in Dollars per share) | $ (0.51) | $ (0.38) |
Weighted average number of common shares outstanding: | ||
Basic and diluted (in Shares) | 42,110,890 | 34,917,106 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) | Share to be Issued [Member]Additional Paid-in Capital [Member] | Share to be Issued [Member]Common Stock to be Issued [Member] | Interest Expense [Member]Common Stock [Member] | Interest Expense [Member]Additional Paid-in Capital [Member] | Interest Expense [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Stock to be Issued [Member] | Total |
Balance at Dec. 31, 2020 | $ 30,711 | $ 12,079,074 | $ (11,724,549) | $ 385,236 | |||||||
Balance (in Shares) at Dec. 31, 2020 | 30,710,645 | ||||||||||
Common stock and warrants issuable forfeited | $ 1,778 | 3,518,222 | 3,520,000 | ||||||||
Common stock and warrants issuable forfeited (in Shares) | 1,777,778 | ||||||||||
Common stock issued upon conversion of note payable | $ 97 | $ 594,258 | $ 594,355 | $ 1,944 | 3,848,056 | 3,850,000 | |||||
Common stock issued upon conversion of note payable (in Shares) | 96,664 | 1,944,444 | |||||||||
Common stock issued for non-cash stock option exercise | $ 39 | (39) | |||||||||
Common stock issued for non-cash stock option exercise (in Shares) | 39,332 | ||||||||||
Common shares issued for restricted shares to executive | $ 83 | (83) | |||||||||
Common shares issued for restricted shares to executive (in Shares) | 83,333 | ||||||||||
Common stock issued for services | $ 784 | 9,453,041 | 9,453,825 | ||||||||
Common stock issued for services (in Shares) | 783,859 | ||||||||||
Payment for previous common stock repurchased under treasury method | (4,194,000) | (4,194,000) | |||||||||
Issuances of common stock from previous unregistered shares | $ 703 | (703) | |||||||||
Issuances of common stock from previous unregistered shares (in Shares) | 703,276 | ||||||||||
Stock compensation expense | 797,613 | 797,613 | |||||||||
Net loss | (13,329,432) | (13,329,432) | |||||||||
Common stock issued for non-cash stock option exercise | $ 6 | 2,244 | $ 2,250 | ||||||||
Common stock issued for non-cash stock option exercise (in Shares) | 5,500 | 68,725 | |||||||||
Investor Issuance | $ 4,773 | 45,800,718 | $ 45,805,491 | ||||||||
Investor Issuance (in Shares) | 4,772,500 | ||||||||||
Balance at Mar. 31, 2021 | $ 40,918 | 71,898,401 | (25,053,981) | 46,885,338 | |||||||
Balance (in Shares) at Mar. 31, 2021 | 40,917,331 | ||||||||||
Balance at Dec. 31, 2021 | $ 42,831 | $ (4,933,816) | 88,574,469 | (38,178,061) | $ 45,505,423 | ||||||
Balance (in Shares) at Dec. 31, 2021 | 43,546,647 | (714,831) | 43,546,647 | ||||||||
Common stock issued for services | $ 31 | 126,375 | $ 8 | $ 126,414 | |||||||
Common stock issued for services (in Shares) | 30,508 | 8,905 | |||||||||
Common stock issued to shareholder | $ (533) | $ 533 | $ 33 | (33) | |||||||
Common stock issued to shareholder (in Shares) | 533,333 | 33,333 | |||||||||
Payment for previous common stock repurchased under treasury method | $ (3,236,723) | (3,236,723) | |||||||||
Payment for previous common stock repurchased under treasury method (in Shares) | (683,755) | ||||||||||
Stock compensation expense | 166,800 | 166,800 | |||||||||
Net loss | (21,315,987) | (21,315,987) | |||||||||
Common stock issued for non-cash stock option exercise | $ 12 | 5,203 | $ 5,215 | ||||||||
Common stock issued for non-cash stock option exercise (in Shares) | 12,417 | 13,019 | |||||||||
Common stock contributed and cancelled from shareholder | $ (333) | 333 | |||||||||
Common stock contributed and cancelled from shareholder (in Shares) | (333,333) | 33,333 | |||||||||
Comon stock issuable - Acquisition of Sky assets | 2,109,500 | $ 500 | $ 2,110,000 | ||||||||
Comon stock issuable - Acquisition of Sky assets (in Shares) | 500,000 | ||||||||||
Common stock shares contributed by shareholder | 500 | $ (500) | |||||||||
Common stock shares contributed by shareholder (in Shares) | (500,000) | ||||||||||
Balance at Mar. 31, 2022 | $ 42,574 | $ (8,170,539) | $ 90,982,614 | $ (59,494,048) | $ 541 | $ 23,361,142 | |||||
Balance (in Shares) at Mar. 31, 2022 | 43,289,572 | (1,398,586) | 542,238 | 43,289,572 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Parentheticals) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuances of common stock, issuance costs | $ 4,305,758 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,315,987) | $ (13,329,432) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation expense | 454,341 | 6,010 |
Noncash lease expense | 38,748 | (1,135) |
Stock compensation expense | 166,800 | 797,613 |
Common stocks issued for professional fees | 126,414 | 9,453,825 |
Stock compensation issued for interest | 0 | 594,355 |
Interest expense - debt discount | 5,520,822 | 2,993,408 |
Changes in fair value of derivative liability | 7,700,000 | |
Other receivable, net | 13,077 | 0 |
Inventory | 69,253 | 0 |
Prepaid and other current assets | (31,742) | (2,382,623) |
Cash due from gateways, net | (1,865,612) | (4,544,760) |
Other assets | 18,286 | 0 |
Accounts payable | 198,100 | (32,056) |
Other current liabilities | 108,556 | 30,857 |
Accrued interest | 549,333 | 0 |
Payment processing liabilities, net | 392,606 | (4,844,841) |
Net cash provided by (used in) operating activities | (7,857,005) | (11,258,779) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (66,088) | (11,108) |
Cash provided for Transact Europe Acquisition | (28,810,600) | 0 |
Cash provided for Sky asset acquisition | (16,000,000) | 0 |
Net cash used in investing activities | (44,876,688) | (11,108) |
Cash flows from financing activities: | ||
Treasury stock repurchase | (3,236,723) | 0 |
Proceeds from stock option exercises | 5,215 | 2,250 |
Repayments on convertible debt | (6,000,000) | 0 |
Proceeds from exercise of warrant | 0 | 3,520,000 |
Repurchase of common stock from stockholder | 0 | (4,194,000) |
Proceeds from issuance of common stock | 45,805,491 | |
Net cash provided by (used in) financing activities | (9,231,508) | 45,133,741 |
Net increase in cash, cash equivalents, and restricted cash | (61,965,201) | 33,863,854 |
Cash, cash equivalents, and restricted cash – beginning of period | 89,559,695 | 1,832,735 |
Cash, cash equivalents, and restricted cash – end of period | 27,594,494 | 35,696,589 |
Cash paid during the period for: | ||
Interest | 4,891,392 | 0 |
Non-cash financing and investing activities: | ||
Convertible debt conversion to common stock | 0 | 3,850,000 |
Interest accrual from convertible debt converted to common stock | 0 | 58,050 |
Share issuable for assets purchased from Sky Financial | $ 2,110,000 | $ 0 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Organization GreenBox POS is a financial technology company that develops, markets, and sells innovative blockchain-based payment solutions, which we believe offer significant improvements for the payment solutions marketplace. The Company’s core focus is to develop and monetize disruptive blockchain-based applications, integrated within an end-to-end suite of financial products, capable of supporting a multitude of industries. The Company’s proprietary, blockchain-based systems are designed to facilitate, record and store a virtually limitless volume of tokenized assets, representing cash or data, on a secured, immutable blockchain-based ledger. The Company was formerly known as ASAP Expo, Inc ("ASAP”), and was incorporated in the state of Nevada on April 10, 2007. On January 4, 2020, PubCo and GreenBox POS LLC, a Washington limited liability company ("PrivCo”), entered into an Asset Purchase Agreement (the "Agreement”), to memorialize a verbal agreement (the "Verbal Agreement”) entered into on April 12, 2018, by and among PubCo (the Buyer) and PrivCo (the Seller). On April 12, 2018, pursuant to the Verbal Agreement, PubCo acquired PrivCo’s blockchain gateway and payment system business, point of sale system business, delivery business and kiosk business, bank and merchant accounts, as well as all intellectual property related thereto (the "GreenBox Business”). As consideration for the GreenBox Business, on April 12, 2018, PubCo assumed PrivCo’s liabilities that had been incurred in the normal course of the GreenBox Business. On May 3, 2018, PubCo formally changed its name to GreenBox POS LLC, then subsequently changed its name to GreenBox POS on December 13, 2018. On May 21, 2021, the Company acquired all of the outstanding stock of Northeast Merchant Systems, Inc. ("Northeast”) in a transaction treated as a business combination. Northeast is a merchant services company providing merchant credit card processing through their own Bank Identification Number (BIN) with the acquiring bank Merrick. This involves inside operations for new merchants that include sales assistance and applications processing, underwriting, and onboarding; inside operations for existing merchants include risk monitoring and customer service. Outside operations include: equipment service or replacement; sales calls and applications, site inspections and identity verification; security verification; and on-site customer service and technical support. On July 13, 2021 (the "Closing Date”), GreenBox POS entered into and closed on a Membership Interest Purchase Agreement (the "Purchase Agreement”) with Charge Savvy LLC, an Illinois limited liability company ("Charge Savvy”), and Charge Savvy’s three members (collectively, the "Sellers”). One of the Sellers, Ken Haller, was an employee of the Company on the Closing Date. As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests from the Sellers and Charge Savvy became a wholly owned subsidiary of the Company. Although the Purchase Agreement is dated July 9th, it was entered into and closed on July 13th.The purchase price under the Purchase Agreement for the all- stock transaction consisted of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the "Common Stock”) being issued and delivered to Sellers in proportion to the Sellers’ share of their membership interests in Charge Savvy. The share price at issuance was $12.14. Charge Savvy is a global Fintech company that specializes on developing software and providing payment processing and point of sale services to the merchant services industry. Charge Savvy also owns an approximately 64,000 square foot office building located in Chicago, Illinois where it is headquartered. On March 31, 2022, the Company completed the acquisition of Transact Europe Holdings OOD. Transact Europe EAD (TEU) is an EU regulated electronic money institution headquartered in Sofia Bulgaria. TEU is a Principal Level Member of Visa, a Worldwide Member of MasterCard, and a Principal Member of China UnionPay. In addition, TEU is part of the direct SEPA program. With a global footprint, proprietary payment gateway and technology platforms, TEU offers a comprehensive portfolio of services, and decades of industry experience. TEU provides complete payment solutions by offering acquiring, issuing of prepaid cards and agent banking, serving hundreds of clients. The Company paid approximately $28.8 million (€26.0 million) in total consideration for the purchase. Basis of Presentation and Consolidation The accompanying interim consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Unaudited Interim Financial Information Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in these accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. Use of Estimates The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues is payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2022 and 2021 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arrears strategy. While reserve and payment in arrears restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total Cash due from gateways on the unaudited consolidated balance sheets represents the amount owed to the Company for processing. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue reflects the consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Further, under Accounting Standards Codification 606, “ Revenue from Contracts with Customers , The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time. Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurement The standard describes three levels of inputs that may be used to measure fair value: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company did not have any Level 1 and Level 2 fair value measurement. The Company had the following Level 3 fair value measurement: Fair Value at March 31, 2022 Customer Relationship $ 25,196,976 Business intellectual properties $ 2,611,088 Derivative Liability 26,435,000 Fair Value at December 31, 2021 Customer Relationship $ 5,820,195 Business Technology/IP $ 2,611,088 Derivative liability $ 18,735,000 Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of March 31, 2022, the Company does not believe that impairment indicators are present, and accordingly, based on this assessment, no further impairment analysis was performed. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of March 31, 2022, we have no material unrecognized tax benefits, and we expect no material unrecognized tax benefits for the next 12 months. Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2022 and 2021, as there are no potential shares outstanding other than options that would have a dilutive effect. Recently Adopted Accounting Updates In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which created FASB ASC Topic 832, Government Assistance (ASC 832). ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. |
COVID-19 UPDATE
COVID-19 UPDATE | 3 Months Ended |
Mar. 31, 2022 | |
COVI D19 Update Textblock [Abstract] | |
COVID-19 Update [Textblock] | 3. COVID-19 UPDATE In December 2019, a novel strain of coronavirus (“COVID-19”) was identified and the disease has since spread across the world. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, and created significant volatility and disruption in the financial and capital markets. The full extent to which the COVID-19 outbreak will impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning COVID-19 and the actions to contain or treat its impact and the economic impact and the economic impact on local, regional, national and international markets. As the COVID-19 pandemic continues, the Company’s results of operations, financial condition and cash flows may be materially adversely affected, particularly if the pandemic persists for a significant period of time. On March 27, 2020 , On April 29, 2020, the Company entered into a loan agreement with Preferred Bank under Paycheck Protection Program administered by SBA in the amount of $272,713. Under this loan program, the loan may be forgiven if utilized for specific purpose specified under the CARES Act and PPP guideline. The loan bears interest of 1.00% per annum and matures on April 29, 2022.The loan was forgiven on November 8, 2021. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 4. ACQUISITIONS On April 1, 2022, the Company acquired Transact Europe Holdings for approximately $28.8 million (€26.0 million) in cash. Transact Europe EAD (TEU), an EU regulated electronic money institution headquartered in Sofia, Bulgaria, boasts an array of licenses such as principal level membership of Visa, worldwide membership of MasterCard, and principal membership of China UnionPay. TEU is also part of the direct SEPA (Single Euro Payments Area), a payment system enabling cashless payments across continental Europe. The Company paid approximately $28.8 million as of March 31, 2022 but the transaction closed on April 1, 2022. As a result, the financial statements as of and for the three months ended March 31, 2022 does not include financial statements of TEU. The $28.8 million paid as of March 31, 2022 is included as prepaid and other current assets in the balance sheets. The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022: Tangible assets (liabilities): Net assets and liabilities $ 7,465,907 Intangible assets: Customer relationships 1,266,781 Goodwill 20,077,912 21,344,693 Total net assets acquired $ 28,810,600 On March 31, 2022, the Company acquired a portfolio of merchant accounts from Sky Financial & Intelligence for $18,110,000. The Company paid $16,000,000 of cash in March 2022 and is scheduled to issue 500,000 shares of restricted common stock for the transaction in May 2022. The following summarizes the estimated fair values of the net assets acquired: Intangible assets: Customer relationships $ 18,110,000 |
SETTLEMENT PROCESSING
SETTLEMENT PROCESSING | 3 Months Ended |
Mar. 31, 2022 | |
Settlement Processing [Abstract] | |
Settlement Processing [Text Block] | 5. SETTLEMENT PROCESSING The Company’s proprietary blockchain-based technology serves as the settlement engine for all transactions within the Company’s ecosystem. The blockchain ledger provides a robust and secure platform to log immense volumes of immutable transactional records in real time. Generally speaking, blockchain is a distributed ledger that uses digitally encrypted keys to verify, secure and record details of each transaction conducted within an ecosystem. Unlike general blockchain-based systems, GreenBox uses proprietary, private ledger technology to verify every transaction conducted within the GreenBox ecosystem. The verification of transaction data comes from trusted partners, all of whom have been extensively vetted by us. GreenBox facilitates all financial elements of our closed-loop ecosystem and we act as the administrator for all related accounts. Using our TrustGateway technology, we seek authorization and settlement for each transaction from Gateways to the issuing bank responsible for the credit/debit card used in the transaction. When the Gateway settles the transaction, our TrustGateway technology composes a chain of blockchain instructions to our ledger manager system. When consumers use credit/debit cards to pay for transactions with merchants who use our ecosystem, the transaction starts with the consumer purchasing tokens from us. The issuance of tokens is accomplished when we load a virtual wallet with a token, which then transfers credits to the merchant’s wallet on a dollar-for-dollar basis, after which the merchant releases its goods or services to the consumer. These transfers take place instantaneously and seamlessly, allowing the transaction experience to seem like any other ordinary credit/debit card transaction to the consumer and merchant. While our blockchain ledger records transaction details instantaneously, the final cash settlement of each transaction can take days to weeks, depending upon contract terms between us and the gateways we use, between us and our ISOs, and between us and/or our ISOs and merchants who use our services. In the case where we have received transaction funds, but not yet paid a merchant or an ISO, we hold funds in either a trust account or as cash deemed restricted within our operating accounts. We record the total of such funds as Cash due from gateways, net – a Current Asset. Of these funds, we record the sum balance due to Merchants and ISOs as Payment processing liabilities, net – a Current Liability. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, 2022 December 31, 2021 Buildings, machinery and equipment $ 1,310,554 $ 1,301,405 Computers 171,025 122,284 Furniture and fixtures 110,440 102,243 Improvements 140,300 140,300 Kiosks 6,472 6,472 Vehicles 9,812 9,812 Land 75,000 75,000 Total property and equipment 1,823,603 1,757,516 Less: accumulated depreciation (115,409 ) (82,632 ) Net property and equipment $ 1,708,194 $ 1,674,884 Depreciation expense was $32,777 and $6,009 for the three months ended March 31, 2022 and 2021, respectively. |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Goodwill Disclosure [Text Block] | 7. GOODWILL The Company tests goodwill during the fourth quarter of each year or more often if events or circumstances indicate there may be impairment. The Company only has one reporting unit. The Company performs its analysis in accordance with the provisions of FASB ASC Topic 350, Intangibles—Goodwill and Other (ASC 350). This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a goodwill impairment test by comparing the carrying value of its reporting unit to its fair value. The Company determines the estimated fair value of the reporting unit using a discounted cash flow analysis. The fair value of the reporting unit is the implied fair value of goodwill. In the event the reporting unit's carrying value exceeds its fair value, an impairment loss will be recognized. An impairment loss is measured by the difference between the carrying value of the reporting unit and its fair value. As of March 31, 2022, goodwill assets consisted of the following: March 31, 2022 December 31, 2021 Acquisition of Northeast $ 2,293,474 $ 2,293,474 Acquisition of ChargeSavvy 3,754,560 3,754,560 Total goodwill $ 6,048,034 $ 6,048,034 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8. INTANGIBLE ASSETS As of March 31, 2022 intangible assets consists of the following: As of March 31, 2022 As of December 31, 2021 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 3 to 5 years $ 23,930,195 $ (882,250 ) $ 23,047,945 $ 5,820,195 $ (591,239 ) $ 5,228,956 Business technology/IP 5 years 2,611,088 (391,662 ) 2,219,426 2,611,088 (261,109 ) 2,349,979 Total intangible assets $ 26,541,283 $ (1,273,912 ) $ 25,267,371 $ 8,431,283 $ (852,348 ) $ 7,578,935 Amortization expense was $421,564 and $6,009 for the three months ended March 31, 2022 and 2021, respectively. Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 5,792,192 2023 7,722,924 2024 7,722,924 2025 3,195,423 2026 833,908 Total $ 25,267,371 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 9. LONG-TERM DEBTS Long-term debt consisted of the following: As of March 31, 2022 As of December 31, 2021 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 $ 149,900 $ 149,900 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 500,000 500,000 Total long-term debts 649,900 649,900 Less: current portion - - Net long-term debts $ 649,900 $ 649,900 SBA CARES Act Loans - $649,900 On June 9, 2020, the Company entered into a 30 year loan agreement with the SBA under the CARES Act in the amount of $149,900. The loan bears interest at 3.75% per annum and requires monthly principal and interest payments of $731 beginning June 9, 2021. Both the Chief Executive Officer and Chairman of the Company signed personal guarantees under this loan. On May 8, 2020, Charge Savvy executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the TNB’s business. As of December 31, 2020, the loan payable, Emergency Injury Disaster Loan noted above is not in default. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), Charge Savvy borrowed an aggregate principal amount of the EIDL Loan of $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 8, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations. On Aug 24, 2021, Charge Savvy was granted an increase in loan principal in the amount of $350,000 on identical terms. In connection therewith, Charge Savvy executed (i) loans for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) Security Agreements, granting the SBA a security interest in all tangible and intangible personal property of Charge Savvy, which also contains customary events of default (the “SBA Security Agreement”). |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 10. CONVERTIBLE DEBT On November 3, 2021, the Company entered into convertible debt with the following terms: ● Face value of the convertible debt of $100,000,000 ● Original issuance cost of 16% of the face value of the debt which amounted to $16,000,000 ● Interest at the rate of 8% per annum payable in cash quarterly in arrears on the first trading day of each calendar quarter on the outstanding balance. The interest rate of the Notes will automatically increase to 15% per annum upon the occurrence and continuance of an event of default. ● Maturity date of November 2023. ● Certain conversion features. Convertible debt consisted of the following: As of March 31, 2022 As of December 31, 2021 Convertible debt balance $ 94,000,000 $ 100,000,000 Debt discount: Derivative liability (21,580,000 ) (21,580,000 ) Original issue discount of 16% (16,000,000 ) (16,000,000 ) Placement fees and issuance costs (7,200,000 ) (7,200,000 ) Total debt discount (44,780,000 ) (44,780,000 ) Accumulated accretion 8,956,000 3,435,178 Net debt discount after accretion (35,824,000 ) (41,344,822 ) Convertible debt balance, net of debt discount $ 58,176,000 $ 58,655,178 The Company recorded accretion expense as interest expense in the amount of $5,520,822 and $0 for the three months ended March 31, 2022 and 2021, respectively. The Company incurred interest expense of $1,889,485 and $0 for the three months ended March 31, 2022 and 2021, respectively. Derivative liability The Notes contain embedded derivatives representing the conversion features, redemption rights, and certain events of default. The Company determined that these embedded derivative required bifurcation and separate valuation. The Company utilizes a binomial lattice model to value its bifurcated derivatives included in the Notes. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together and fair valued as a single, compound embedded derivative. The Company selected a binomial lattice model to value the compound embedded derivative because it believes this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the Notes. Such assumptions include, among other inputs, stock price volatility, risk-free rates, credit risk assumptions, early redemption and conversion assumptions, and the potential for future adjustment of the conversion price due to triggering events. Additionally, there are other embedded features of the Notes requiring bifurcation, other than the conversion features, which had no value at December 31, 2021 due to management’s estimates of the likelihood of certain events, but that may have value in the future should those estimates change. A continuity of derivative liability for the three months ended March 31, 2022 is summarized as follows: Total Balance, December 31, 2021 $ 18,735,000 Change in fair value 7,700,000 Balance, March 31, 2022 $ 26,435,000 The Company sold and issued, in a registered direct offering, an 8% senior convertible note due November 3, 2023 in the aggregate original principal amount of $100 million (the “Note”). The Note had an original issue discount of sixteen percent (16%) resulting in gross proceeds of $84 million. The Note was sold pursuant to the terms of a Securities Purchase Agreement, dated November 2, 2021 (the “SPA”), between The Company and the investor in the Note (the “Investor”). The Note was issued on November 8, 2021, pursuant to an indenture dated November 2, 2021 between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Base Indenture”), as supplemented by a first supplemental indenture thereto, dated November 2, 2021, relating to the Notes (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “First Indenture”). The terms of the Note include those provided in the First Indenture and those made part of the First Indenture by reference to the Trust Indenture Act. Ranking The Note is the senior unsecured obligations of the Company and not the financial obligations of our subsidiaries. Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of our subsidiaries. Maturity Date Unless earlier converted, or redeemed, the Note will mature on November 3, 2023, the second anniversary of their issuance date, which we refer to herein as the “Maturity Date”, subject to the right of the investors to extend the date: (i) if an event of default under the Note has occurred and is continuing (or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Note) and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. We are required to pay, on the Maturity Date, all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, if any. Interest The Note bears interest at the rate of 8% per annum (a) shall commence accruing on the date of issuance, (b) shall be computed on the basis of a 360-day year and twelve 30-day months and (c) shall be payable in cash quarterly in arrears on the first trading day of each calendar quarter or otherwise in accordance with the terms of the Note. If a holder elects to convert or redeem all or any portion of a Note prior to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If we elect to redeem all or any portion of a Note prior to the Maturity Date, all accrued and unpaid interest on the amount being redeemed will also be payable. The interest rate of the Note will automatically increase to 15% per annum upon the occurrence and continuance of an event of default (See “-- Events of Default” below). Late Charges We are required to pay a late charge of 15% on any amount of principal or other amounts that are not paid when due. Conversion Fixed Conversions at Option of Holder The holder of the Note may convert all, or any part, of the outstanding principal and interest of the Note, at any time at such holder’s option, into shares of our common stock at an initial fixed conversion price, which is subject to: ● proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions; and ● full-ratchet adjustment in connection a subsequent offering at a per share price less than the fixed conversion price then in effect. On January 28, 2022, we and the Investor, entered into an Agreement and Waiver (the “Waiver”) with regard to the Note that has the following major provisions: a) the Investor agreed to extend the “90 Day Eligibility Date” from February 3, 2022 to May 2, 2022 such that the Investor can no longer, if the closing price of the stock is less than $5.50, convert up to $30 million of the Note into shares of the Company’s common stock (with the conversion price being the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date) (the “Alternate Optional Conversion Price”) prior to May 2, 2022; b) allows us to acquire, for cancellation, $6 million in in aggregate principal amount of the Note for a purchase price of $6.9 million such that the new principal amount of the Note is $94 million; c) lowers the initial fixed conversion price of the Note from $15 to $12; and d) if the trading volume of our common stock on any individual trading day is over $5 million (the “Alternate Conversion Company Waiver Measuring Date”), allows the Investor an opportunity to convert up to $5 million of the Note into shares of our common stock from the Alternate Conversion Company Waiver Measuring Date through and including 7:00 PM ET on the immediately following trading day. The conversion price would be the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date. The Company paid the investor $6.0 million on January 31, 2022. The foregoing description of the Waiver does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Waiver, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference. 1-Year Alternate Optional Conversion At any time following the first anniversary of the issuance date of the Note, but only if the closing bid price of our common stock on the immediately prior trading day is less than $6.50, each holder of the Note shall have the option to convert, at such holder’s option, pro rata, up to $30 million of the principal amount of the Note (in $250,000 increments) at the Alternate Optional Conversion Price. Alternate Event of Default Optional Conversion If an event of default has occurred under the Note, each holder may alternatively elect to convert the Note (subject to an additional 15% redemption premium) at the “Alternate Event of Default Conversion Price” equal to the lesser of: ● the fixed conversion price then in effect; and the greater of: ● the floor price; and ● 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. Beneficial Ownership Limitation The Note may not be converted and shares of common stock may not be issued under the Note if, after giving effect to the conversion or issuance, the applicable holder of the Note (together with its affiliates, if any) would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, which is referred to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61-days’ prior notice to us. Clarification to First Quarter Adjustment to Fixed Conversion Price The Company wishes to clarify the possible first quarter adjustment to the Note’s initial fixed conversion price (which was originally $15 and is now, pursuant to the Waiver, $12). If, during the fiscal quarter ending March 31, 2022, the Company (i) fails to process at least $750 million in transaction volume or (ii) has revenue that is less than $12 million, and, if the Note’s fixed conversion price then in effect is greater than the greater of (x) the Note’s $1.67 floor price floor and (y) 140% of the market price as of April 1, 2022 (the "Adjustment Measuring Price”) then, on April 1, 2022, the fixed conversion price will automatically adjust to the Adjustment Measuring Price. Change of Control Redemption Right In connection with a change of control of the Company, each holder may require us to redeem in cash all, or any portion, of the Notes at a 15% redemption premium to the greater of the face value, the equity value of our common stock underlying the Notes and the equity value of the change of control consideration payable to the holder of our common stock underlying the Notes. The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of our common stock during the period immediately preceding the consummation or the public announcement of the change of control and ending the date the holder gives notice of such redemption. The equity value of the change of control consideration payable to the holder of our common stock underlying the Notes is calculated using the aggregate cash consideration per share of our common stock to be paid to the holders of our common stock upon the change of control. Events of Default Under the terms of the first supplemental indenture, the events of default contained in the base indenture shall not apply to the Notes. Rather, the Notes contain standard and customary events of default including but not limited: (i) the suspension from trading or the failure to list our common stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company. If an event of default occurs, each holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest and late charges thereon), in cash, at a 15% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes The equity value of our common stock underlying the Notes is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such event of default and the date we make the entire payment required. Company Optional Redemption Rights At any time no event of default exits, we may redeem all, but not less than all, the Notes outstanding in cash all, or any portion, of the Notes at a 5% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes. The equity value of the Company’s common stock underlying the Notes is calculated using the greatest closing sale price of our common stock on any trading day during the period commencing on the date immediately preceding such date we notify the applicable holder of such redemption election and the date we make the entire payment required. The foregoing description of the Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note, a copy of which is attached hereto as Exhibit 4.1, and incorporated herein by reference. |
STOCK OPTION AWARDS
STOCK OPTION AWARDS | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement [Text Block] | 11. STOCK OPTION AWARDS The following table represents the employee stock option activity during the three months ended March 31, 2022 and 2021. Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 477,430 $ 3.53 Granted - - Exercised (68,725 ) 0.07 Forfeited or Expired (363 ) 1.01 Outstanding at March 31, 2021 409,675 $ 0.67 $ 5,041,689 Exercisable at March 31, 2021 399,531 $ 0.67 $ 4,917,988 Vested and Expected to Vest at March 31, 2021 409,675 $ 0.67 $ 5,041,689 Outstanding at December 31, 2021 391,562 $ 5.08 Granted - - Exercised (13,019 ) 0.42 Forfeited or Expired (322 ) 12.10 Outstanding at March 31, 2022 378,221 $ 5.21 $ - Exercisable at March 31, 2022 378,221 $ 5.21 $ - Vested and Expected to Vest at March 31, 2022 378,221 $ 5.21 $ - The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based upon the Company’s closing stock price of $12.98 and $4.35 as of March 31, 2021 and 2022, respectively, which would have been received by the option holders had all option holders exercised their options as of that date. As of March 31, 2022, there was no unrecognized compensation cost related to non-vested stock options. The Company adopted the 2021 Restricted Stock Plan (“2021 Plan”) in November 2021, which provides for the grant of restricted stock awards and performance stock awards to executive officers, non-employee directors and other key employees of the Company. The 2021 Plan provides for up to 5.0 million shares of common stock. the 2020 Plan generally have a term of five years and generally vest and become exercisable at various times from the option grant dates. These award will have such vesting or other provisions as may be established by the Board of Directors at the time of each award. The following table represents the restricted stock award activity during the three months ended March 31, 2022 and 2021. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 - $ - Granted - - Vested - - Forfeited - - Non-vested at March 31, 2021 - $ - Non-vested at January 1, 2022 - $ - Granted 39,413 3.24 Vested (39,413 ) (3.24 ) Forfeited - - Non-vested at March 31, 2022 - $ - Total stock-based compensation expense recognized for the Company’s 2021 Plan was $126,414 and $0 for the three months ended March 31, 2022 and 2021, respectively. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 12. COMMON STOCK GreenBox POS LLC (“PrivCo”), a privately held company owned by Ben Errez, Chairman and Executive Vice President of the Company, and Fredi Nisan, Chief Executive of the Company and a member of its Board of Directors, owns approximately 20,455,875 shares of the Company’s common stock. In November 2021, pursuant to a verbal agreement, PrivCo pledged to the Company 1,000,000 shares of common stock in exchange of $5.59 million (based on the $5.59 closing price of the common stock on November 24, 2021) held in a trust account, classified as current assets. The purpose of the 1,000,000 common share pledge is to allow the Company, if necessary, to cancel up to 1 million of PrivCo’s shares and issue them to new shareholders without increasing the Company’s shares outstanding. As shares get cancelled and issued to new shareholders, the Company would release the $5.59 per share value from the trust account to PrivCo. As part of the verbal agreement, the parties agreed that any shares cancelled and issued out of these 1 million shares will need to be later re-issued to PrivCo PrivCo will need to return the $5.59 per share amount paid to it. In February 2022, the Company cancelled 33,333 of PrivCo’s shares and issued them to a shareholder and the Company is expected to cancel 500,000 of PrivCo’s shares and issue them to Sky Financial & Intelligence in May 2022. As a result, the Company recorded 533,333 shares to be issued to PrivCo as of March 31, 2022. PrivCo received $186,331 as of March 31, 2022 (for the cancellation of 33,333 shares) and will receive a further $2.795 million when the 500,000 shares are cancelled. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lessor, Operating Leases [Text Block] | 13. LEASES For operating leases, we calculated right of use assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the incremental borrowing rate, in accordance with ASC 842, Leases. The Company leases office space at three locations in California, Florida and Massachusetts. The Company had operating lease expense of $159,422 and $33,104 for the three months ended March 31, 2022 and 2021, respectively. Future minimum lease payments for all leases as of March 31, 2022 are as follows: Year Amount 2022 (Remainder) $ 500,323 2023 463,532 2024 234,354 2025 241,373 2026 248,605 Thereafter 42,464 Total lease payments 1,730,651 Less: present value adjustment (289,303 ) Present value of total lease liabilities 1,441,348 Less: current lease liabilities (549,668 ) Long-term lease liabilities $ 891,680 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the lease commencement date. As of March 31, 2022, the weighted average remaining lease term is 3.7 years and the weighted average discount rate used to determine the operating lease liabilities is 10.0%. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 14. RELATED PARTY TRANSACTIONS ● Kenneth Haller and the Haller Companies Kenneth Haller (“Haller”) became the Company’s Senior Vice President of Payment Systems in November 2018. The Company began working indirectly with Haller earlier in 2018, both individually and through our relationship with MTrac Tech Corporation (“MTrac”), which in turn has business relationships with Haller. Haller brings considerable advantages to the Company’s platform development and business development efforts and capabilities, including transactional business relations and a large network of agents (the “Haller Network”). The Haller Network is an amalgamation of the collective networks of Haller and two companies owned or majority-owned by Haller, which are Sky Financial & Intelligence, LLC (“Sky”), and Charge Savvy, LLC (collectively, the “Haller Companies”), each of which has formalized business relationships with the Company, as well as with some of the Company’s partners, which the Company believes allows the Company to maximize and diversity the Company’s market penetration capabilities. Haller, through Sky, owns controlling interests in Charge Savvy, LLC with whom the Company does business through their respective business relationship with MTrac. The following are certain transactions between the Company and the Haller Companies: Sky Financial & Intelligence, LLC – Haller owns 100% of Sky Financial & Intelligence LLC (“Sky”), a Wyoming limited liability company, and serves as its sole Managing Member. Sky is a strategic merchant services company that focuses on high-risk merchants and international credit card processing solutions. In 2018, Sky was using GreenBox’s QuickCard payment system as its main payment processing infrastructure, through Sky’s relationship with MTrac. It was through this successful relationship, that we came to know Haller and the Haller Network. Realizing that the Haller Network and Haller’s unique skill set was highly complementary to our business objectives, we commenced discussions to retain Haller through his consulting firm, Sky, for a senior role, directly responsible for growing GreenBox’s operations. Subsequently, in November 2018, Haller was appointed as our Senior Vice President of Payment Systems, for a monthly consulting fee of $10,000, paid to Sky (“Haller Consulting Fee”). The Company recognized net revenue of approximately $685,000 from outside third-party merchants through independent sales organization (ISO), Sky, for the three months ended March 31, 2022. The Company had accounts receivables of $6,540,027 from outside third-party merchants through Sky. Net revenue through Sky for the three months ended March 31, 2021 was approximately $2,591,000. On March 31, 2022, the Company acquired a portfolio of merchant accounts from Sky Financial & Intelligence for $18,110,000. The Company paid $16,000,000 of cash in March 2022 and is scheduled to issue 500,000 shares of restricted common stock for the transaction in May 2022. Charge Savvy, LLC – Sky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). As a result of the Purchase Agreement, the Company purchased all of Charge Savvy’s issued and outstanding membership interests and Charge Savvy became a wholly owned subsidiary of the Company. The purchase price under the Purchase Agreement for the all-stock transaction consisted of 1,000,000 shares of Common Stock being issued and delivered to the Sellers in proportion to the Sellers’ share of their membership interests in Charge Savvy. The share price at issuance was $12.14. The Company did not pay any commissions to the related parties mentioned above for the three months ended March 31, 2022 and 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 15. COMMITMENTS AND CONTINGENCIES Legal Proceedings ● Corporate Performance Consulting, LLC (CPC) v. GreenBox POS – On April 7, 2021, CPC filed a complaint against GreenBox in San Diego Superior Court. Plaintiff CPC alleges breach of contract, breach of implied covenant of good faith and fair dealing, goods and services rendered, negligent misrepresentation, violation of CA Business and Professions Code Section 17200, and unjust enrichment. The crux of CPC’s claim is that GreenBox failed to compensate for certain consulting and corporate advisory services. GreenBox believes the claims are without merit and intends to defend itself vigorously. On June 17, 2021, GreenBox filed a Cross-Complaint for breach of contract, breach of implied covenant of good faith and fair dealing, negligent misrepresentation, unjust enrichment, and rescission. The parties are now in the discovery phase. ● GreenBox POS v. A.M.P of Florida, Inc. (AMP) – On March 9, 2021, GreenBox POS (mistakenly identified as "GreenBox POS, LLC”) filed suit against AMP in U.S.D.C for the middle district of Florida alleging breach of oral contract, conversion, and civil theft. GreenBox filed suit in order to recover processed funds unlawfully withheld by AMP. The parties amicably resolved all differences and filed a Joint Stipulation of Voluntary Dismissal with Prejudice on January 31, 2022. ● The Good People Farms, LLC (TGPF) - TGPF initiated an arbitration in AAA on or about April 20, 2020 against GreenBox POS, Fredi Nisan, Ben Errez, MTrac Tech., Vanessa Luna, and Jason LeBlanc. The matter was placed in abeyance for some time. On January 15, 2021, GreenBox filed a counterclaim for fraud - intentional misrepresentation, breach of contract, breach of covenant of good faith and fair dealing, violation of California Business and Professions Code Section 17200, and accounting. The arbitration was stayed pending further proceedings in the separate but related action filed by MTrac and Ms. Luna in San Diego Superior Court. The arbitration has now commenced again upon the state court's January 14, 2022 order denying MTrac's and Ms. Luna's motion for summary judgment and granting of TGPF 's motion to compel arbitration as to MTrac only. TGPF intends to submit a new complaint on or around May 23, 2022. ● Pure Health, et al. v. Worldpay LLC et al - On February 18, 2022, forty-three online marketer Plaintiffs filed suit in the Court of Common Pleas, Hamilton County, Ohio against Worldpay LLC (formerly Vantiv LLC), Fifth Third Bank, ChargeSavvy LLC, a wholly owned subsidiary of GreenBox POS, GreenBox POS, and John Does 1 (Defendants) through 10, alleging breach of contract, breach of implied covenant of good faith and fair dealing, conversion, and money had and received (constructive trust). Defendant GreenBox POS believes that Plaintiffs’ claims against it are without merit and plans to pursue all judicial remedies necessary to resolve this matter. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 16. SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Accordingly, the Company did not have any subsequent events that require disclosure other than the following: ● On April 1, 2022, the Company completed the acquisition of Transact Europe Holdings OOD. Transact Europe EAD (TEU) is an EU regulated electronic money institution headquartered in Sofia Bulgaria. TEU is a Principal Level Member of Visa, a Worldwide Member of MasterCard, and a Principal Member of China UnionPay. In addition, TEU is part of the direct SEPA program. With a global footprint, proprietary payment gateway and technology platforms, TEU offers a comprehensive portfolio of services, and decades of industry experience. TEU provides complete payment solutions by offering acquiring, issuing of prepaid cards and agent banking, serving hundreds of clients. The Company paid €26.0 million in total consideration for the purchase. ● On May 1, 2022, the Company cancelled 1,898,586 common shares. Of this amount, 1,098,586 treasury shares related to share repurchases were cancelled. Another 500,000 shares that were cancelled were owned by GreenBox POS LLC and were cancelled to enable the Company to issue them Sky Financial as part of the asset purchase consideration. As a result, GreenBox POS LLC received $2.795 million out of the trust account. See Note 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements. The other 300,000 shares that were cancelled were treasury shares had been owned by GreenBox POS LLC who agreed to cancel them in December 2020. The actual share cancellation took place in May 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with the GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. |
Receivable [Policy Text Block] | Cash Due from Gateways and Payment Processing Liabilities The Company’s primary source of revenues is payment processing services for its merchant clients. When such merchant makes a sale, the process of receiving the payment card information, engaging the banks for transferring the proceeds to the merchant’s account via digital gateways, and recording the transaction on a blockchain ledger are the activities for which the Company gets to collect fees. In 2022 and 2021 the Company utilized several gateways. The gateways have strict guidelines pertaining to scheduling of the release of funds to merchants based on several criteria, such as return and chargeback history, associated risk for the specific business vertical, average transaction amount and so on. In order to mitigate processing risks, these policies determine reserve requirements and payment in arrears strategy. While reserve and payment in arrears restrictions are in effect for a merchant payout, the Company records gateway debt against these amounts until released. Therefore, the total Cash due from gateways on the unaudited consolidated balance sheets represents the amount owed to the Company for processing. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits for research and development personnel, outsourced contract services, and supplies and materials costs. |
Revenue [Policy Text Block] | Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to the Company’s customers or when the Company satisfies any performance obligations under contract. The amount of revenue reflects the consideration the Company expects to be entitled to in exchange for the respective goods or services provided. Further, under Accounting Standards Codification 606, “ Revenue from Contracts with Customers , The Company’s primary revenue source is generated from payment processing services. Payment processing services revenue is based on a percentage of each transaction’s value and/or upon fixed amounts specified per each transaction or service and is recognized as such transactions or services are performed, at a point in time. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurement The standard describes three levels of inputs that may be used to measure fair value: Level 1- Quoted prices in active markets for identical assets or liabilities. Level 2- Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company did not have any Level 1 and Level 2 fair value measurement. The Company had the following Level 3 fair value measurement: |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Other Intangible Assets The Company accounts for acquisitions of businesses in accordance with the acquisition method. Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the identifiable assets acquired and liabilities assumed. Acquisition costs are expensed as incurred. Goodwill and other intangible assets acquired in a business combination determined to have an indefinite useful life are generally not amortized, but instead are tested for impairment at least annually and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. Other intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever management believes that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that the carrying value is determined to be unrecoverable, an impairment loss is recognized through a charge to expense. As of March 31, 2022, the Company does not believe that impairment indicators are present, and accordingly, based on this assessment, no further impairment analysis was performed. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, net of operating loss carry forwards and credits, by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As of March 31, 2022, we have no material unrecognized tax benefits, and we expect no material unrecognized tax benefits for the next 12 months. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share A basic earnings per share is computed by dividing net income to common stockholders by the weighted average number of shares outstanding for the year. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company’s diluted earnings/loss per share is the same as the basic earnings/loss per share for the three months ended March 31, 2022 and 2021, as there are no potential shares outstanding other than options that would have a dilutive effect. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Updates In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance,” which created FASB ASC Topic 832, Government Assistance (ASC 832). ASC 832 requires business entities to disclose information about certain government assistance they receive. The Company adopted this standard on January 1, 2022 and determined there was no material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, " Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In November 2019, the FASB issued ASU No. 2019-10 to postpone the effective date of ASU No. 2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of this guidance on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The Company did not have any Level 1 and Level 2 fair value measurement. The Company had the following Level 3 fair value measurement: Fair Value at March 31, 2022 Customer Relationship $ 25,196,976 Business intellectual properties $ 2,611,088 Derivative Liability 26,435,000 Fair Value at December 31, 2021 Customer Relationship $ 5,820,195 Business Technology/IP $ 2,611,088 Derivative liability $ 18,735,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) - Transact Europe Holdings [Member] | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITIONS (Tables) [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following summarizes the estimated fair values of the net assets acquired which is recorded as of April 1, 2022: Tangible assets (liabilities): Net assets and liabilities $ 7,465,907 Intangible assets: Customer relationships 1,266,781 Goodwill 20,077,912 21,344,693 Total net assets acquired $ 28,810,600 |
Asset Acquisition [Table Text Block] | The following summarizes the estimated fair values of the net assets acquired: Intangible assets: Customer relationships $ 18,110,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: March 31, 2022 December 31, 2021 Buildings, machinery and equipment $ 1,310,554 $ 1,301,405 Computers 171,025 122,284 Furniture and fixtures 110,440 102,243 Improvements 140,300 140,300 Kiosks 6,472 6,472 Vehicles 9,812 9,812 Land 75,000 75,000 Total property and equipment 1,823,603 1,757,516 Less: accumulated depreciation (115,409 ) (82,632 ) Net property and equipment $ 1,708,194 $ 1,674,884 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Goodwill [Table Text Block] | As of March 31, 2022, goodwill assets consisted of the following: March 31, 2022 December 31, 2021 Acquisition of Northeast $ 2,293,474 $ 2,293,474 Acquisition of ChargeSavvy 3,754,560 3,754,560 Total goodwill $ 6,048,034 $ 6,048,034 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | As of March 31, 2022 intangible assets consists of the following: As of March 31, 2022 As of December 31, 2021 Intangible Assets Amortization Period Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer relationships 3 to 5 years $ 23,930,195 $ (882,250 ) $ 23,047,945 $ 5,820,195 $ (591,239 ) $ 5,228,956 Business technology/IP 5 years 2,611,088 (391,662 ) 2,219,426 2,611,088 (261,109 ) 2,349,979 Total intangible assets $ 26,541,283 $ (1,273,912 ) $ 25,267,371 $ 8,431,283 $ (852,348 ) $ 7,578,935 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense for each of the years ending December 31 is as follows: Year Amount 2022 (remainder) $ 5,792,192 2023 7,722,924 2024 7,722,924 2025 3,195,423 2026 833,908 Total $ 25,267,371 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments [Table Text Block] | Long-term debt consisted of the following: As of March 31, 2022 As of December 31, 2021 $149,900 Economic Injury Disaster Loan (EIDL), interest rate of 3.75%, due June 1, 2050 $ 149,900 $ 149,900 $500,000 EIDL, interest rate of 3.75%, due May 8, 2050 500,000 500,000 Total long-term debts 649,900 649,900 Less: current portion - - Net long-term debts $ 649,900 $ 649,900 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Convertible debt consisted of the following: As of March 31, 2022 As of December 31, 2021 Convertible debt balance $ 94,000,000 $ 100,000,000 Debt discount: Derivative liability (21,580,000 ) (21,580,000 ) Original issue discount of 16% (16,000,000 ) (16,000,000 ) Placement fees and issuance costs (7,200,000 ) (7,200,000 ) Total debt discount (44,780,000 ) (44,780,000 ) Accumulated accretion 8,956,000 3,435,178 Net debt discount after accretion (35,824,000 ) (41,344,822 ) Convertible debt balance, net of debt discount $ 58,176,000 $ 58,655,178 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | A continuity of derivative liability for the three months ended March 31, 2022 is summarized as follows: Total Balance, December 31, 2021 $ 18,735,000 Change in fair value 7,700,000 Balance, March 31, 2022 $ 26,435,000 |
STOCK OPTION AWARDS (Tables)
STOCK OPTION AWARDS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | The following table represents the employee stock option activity during the three months ended March 31, 2022 and 2021. Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2020 477,430 $ 3.53 Granted - - Exercised (68,725 ) 0.07 Forfeited or Expired (363 ) 1.01 Outstanding at March 31, 2021 409,675 $ 0.67 $ 5,041,689 Exercisable at March 31, 2021 399,531 $ 0.67 $ 4,917,988 Vested and Expected to Vest at March 31, 2021 409,675 $ 0.67 $ 5,041,689 Outstanding at December 31, 2021 391,562 $ 5.08 Granted - - Exercised (13,019 ) 0.42 Forfeited or Expired (322 ) 12.10 Outstanding at March 31, 2022 378,221 $ 5.21 $ - Exercisable at March 31, 2022 378,221 $ 5.21 $ - Vested and Expected to Vest at March 31, 2022 378,221 $ 5.21 $ - |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table represents the restricted stock award activity during the three months ended March 31, 2022 and 2021. Non-vested Restricted Stock Awards Weighted Average Grant Date Fair Value Non-vested at January 1, 2021 - $ - Granted - - Vested - - Forfeited - - Non-vested at March 31, 2021 - $ - Non-vested at January 1, 2022 - $ - Granted 39,413 3.24 Vested (39,413 ) (3.24 ) Forfeited - - Non-vested at March 31, 2022 - $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Future minimum lease payments for all leases as of March 31, 2022 are as follows: Year Amount 2022 (Remainder) $ 500,323 2023 463,532 2024 234,354 2025 241,373 2026 248,605 Thereafter 42,464 Total lease payments 1,730,651 Less: present value adjustment (289,303 ) Present value of total lease liabilities 1,441,348 Less: current lease liabilities (549,668 ) Long-term lease liabilities $ 891,680 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, € in Millions, $ in Millions | Mar. 31, 2022USD ($) | Mar. 31, 2022EUR (€) | Jul. 13, 2021ft²$ / sharesshares |
Charge Savvy LLC [Member] | |||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items] | |||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 1,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||
Shares Issued, Price Per Share | $ 12.14 | ||
Area of Real Estate Property (in Square Feet) | ft² | 64,000 | ||
Transact Europe Holdings [Member] | |||
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 28.8 | € 26 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value at Acquisition | $ 26,435,000 | $ 18,735,000 |
Intellectual Property [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value at Acquisition | 2,611,088 | |
Northeast Merchant Systems, Inc. (“Northeast”) [Member] | Customer Relationships [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value at Acquisition | $ 25,196,976 | |
Charge Savvy LLC [Member] | Customer Relationships [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value at Acquisition | 5,820,195 | |
Charge Savvy LLC [Member] | Technology-Based Intangible Assets [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value at Acquisition | $ 2,611,088 |
COVID-19 UPDATE (Details)
COVID-19 UPDATE (Details) - USD ($) | Nov. 03, 2021 | Apr. 29, 2020 |
COVI D19 Update Textblock [Abstract] | ||
Debt Instrument, Face Amount | $ 100,000,000 | $ 272,713 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 1.00% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) € in Millions | Mar. 31, 2022USD ($)shares | Mar. 31, 2022EUR (€)shares |
Transact Europe Holdings [Member] | ||
ACQUISITIONS (Details) [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 28,800,000 | € 26 |
Sky Financial & Intellgence [Member] | ||
ACQUISITIONS (Details) [Line Items] | ||
Payments to Acquire Businesses, Gross | 16,000,000 | |
Business Combination, Consideration Transferred | $ 18,110,000 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 500,000 | 500,000 |
ACQUISITIONS (Details) - Schedu
ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition - Transact Europe Holdings [Member] | Mar. 31, 2022USD ($) |
Tangible assets (liabilities): | |
Net assets and liabilities | $ 7,465,907 |
Intangible assets: | |
Intangible assets | 21,344,693 |
Total net assets acquired | 28,810,600 |
Goodwill [Member] | |
Intangible assets: | |
Intangible assets | 20,077,912 |
Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | $ 1,266,781 |
ACQUISITIONS (Details) - Sche_2
ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition | Mar. 31, 2022USD ($) |
Sky Financial & Intellgence [Member] | Customer Relationships [Member] | |
Intangible assets: | |
Intangible assets | $ 18,110,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 32,777 | $ 6,009 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,823,603 | $ 1,757,516 |
Less: accumulated depreciation | (115,409) | (82,632) |
Net property and equipment | 1,708,194 | 1,674,884 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,310,554 | 1,301,405 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 171,025 | 122,284 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 110,440 | 102,243 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 140,300 | 140,300 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 6,472 | 6,472 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,812 | 9,812 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 75,000 | $ 75,000 |
GOODWILL (Details) - Schedule o
GOODWILL (Details) - Schedule of Goodwill - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 6,048,034 | $ 6,048,034 |
Northeast Merchant Systems, Inc. (“Northeast”) [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 2,293,474 | 2,293,474 |
Charge Savvy LLC [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 3,754,560 | $ 3,754,560 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 421,564 | $ 6,009 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 26,541,283 | $ 8,431,283 |
Accumulated Amortization | (1,273,912) | (852,348) |
Net | 25,267,371 | 7,578,935 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 23,930,195 | 5,820,195 |
Accumulated Amortization | (882,250) | (591,239) |
Net | $ 23,047,945 | 5,228,956 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 3 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Cost | $ 2,611,088 | 2,611,088 |
Accumulated Amortization | (391,662) | (261,109) |
Net | $ 2,219,426 | $ 2,349,979 |
INTANGIBLE ASSETS (Details) -_2
INTANGIBLE ASSETS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
2022 (remainder) | $ 5,792,192 | |
2023 | 7,722,924 | |
2024 | 7,722,924 | |
2025 | 3,195,423 | |
Thereafter | 833,908 | |
Total | $ 25,267,371 | $ 7,578,935 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | Jun. 09, 2020 | May 08, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
SBA CARES Act Loan [Member] | ||||
LONG-TERM DEBT (Details) [Line Items] | ||||
Debt Instrument, Term | 30 years | |||
Debt Instrument, Face Amount | $ 149,900 | $ 149,900 | $ 149,900 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% | 3.75% | |
Debt Instrument, Periodic Payment | $ 731 | |||
Economic Injury Disaster Loan (“EIDL”) [Member] | ||||
LONG-TERM DEBT (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 150,000 | $ 500,000 | $ 500,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | 3.75% | 3.75% | |
Debt Instrument, Periodic Payment | $ 731 | |||
Proceeds from Other Debt | 10,000 | |||
Other Nonrecurring Income | 10,000 | |||
Debt Instrument, Increase (Decrease), Net | $ 350,000 |
LONG-TERM DEBT (Details) - Sche
LONG-TERM DEBT (Details) - Schedule of Long-Term Debt Instruments - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 649,900 | $ 649,900 |
Less: current portion | 0 | 0 |
Net long-term debt | 649,900 | 649,900 |
SBA CARES Act Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 149,900 | 149,900 |
Economic Injury Disaster Loan (“EIDL”) [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 500,000 | $ 500,000 |
LONG-TERM DEBT (Details) - Sc_2
LONG-TERM DEBT (Details) - Schedule of Long-Term Debt Instruments (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 09, 2020 | May 08, 2020 | |
SBA CARES Act Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 149,900 | $ 149,900 | $ 149,900 | |
Interest rate | 3.75% | 3.75% | 3.75% | |
Due | Jun. 1, 2050 | Jun. 1, 2050 | ||
Economic Injury Disaster Loan (“EIDL”) [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 500,000 | $ 500,000 | $ 150,000 | |
Interest rate | 3.75% | 3.75% | 3.75% | |
Due | May 8, 2050 | May 8, 2050 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) | Jan. 31, 2022 | Jan. 28, 2022 | Nov. 03, 2021 | Nov. 02, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Apr. 29, 2020 |
CONVERTIBLE DEBT (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000,000 | $ 272,713 | |||||
Debt Issuance Costs, Gross, Percent | 16.00% | ||||||
Debt Issuance Costs, Gross | $ 16,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 1.00% | |||||
Debt, Default Interest Rate | 15.00% | ||||||
Interest Expense, Other | $ 5,520,822 | $ 0 | |||||
Interest Expense | $ 1,889,485 | $ 0 | |||||
Senior Convertible Debt ]Member] | |||||||
CONVERTIBLE DEBT (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Debt, Default Interest Rate | 15.00% | ||||||
Debt, Original Issue Discount Rate | 16.00% | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 84,000,000 | ||||||
Debt Instrument, Description | Until such date as the principal amount of the Note is $5 million or less, all payments due under the Note will be senior to all other indebtedness of the Company and/or any of our subsidiaries. | ||||||
Debt, Late Charge, Percentage | 15.00% | ||||||
Debt, Amendment Description | On January 28, 2022, we and the Investor, entered into an Agreement and Waiver (the “Waiver”) with regard to the Note that has the following major provisions: a) the Investor agreed to extend the “90 Day Eligibility Date” from February 3, 2022 to May 2, 2022 such that the Investor can no longer, if the closing price of the stock is less than $5.50, convert up to $30 million of the Note into shares of the Company’s common stock (with the conversion price being the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date) (the “Alternate Optional Conversion Price”) prior to May 2, 2022; b) allows us to acquire, for cancellation, $6 million in in aggregate principal amount of the Note for a purchase price of $6.9 million such that the new principal amount of the Note is $94 million; c) lowers the initial fixed conversion price of the Note from $15 to $12; and d) if the trading volume of our common stock on any individual trading day is over $5 million (the “Alternate Conversion Company Waiver Measuring Date”), allows the Investor an opportunity to convert up to $5 million of the Note into shares of our common stock from the Alternate Conversion Company Waiver Measuring Date through and including 7:00 PM ET on the immediately following trading day. The conversion price would be the lower of (i) the then in effect conversion price and (ii) the greater of (x) the Note’s $1.67 floor price or (y) 98% of the market price on the conversion date. | ||||||
Repayments of Debt | $ 6,000,000 | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | At any time following the first anniversary of the issuance date of the Note, but only if the closing bid price of our common stock on the immediately prior trading day is less than $6.50, each holder of the Note shall have the option to convert, at such holder’s option, pro rata, up to $30 million of the principal amount of the Note (in $250,000 increments) at the Alternate Optional Conversion Price. | ||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | If an event of default has occurred under the Note, each holder may alternatively elect to convert the Note (subject to an additional 15% redemption premium) at the “Alternate Event of Default Conversion Price” equal to the lesser of: ● the fixed conversion price then in effect; and the greater of: ● the floor price; and ● 80% of the lowest volume weighted average price of our common stock during the five trading days immediately prior to such conversion. | ||||||
Debt Instrument, Redemption Price, Percentage | 15.00% | ||||||
Debt, Ownership Limitations | The Note may not be converted and shares of common stock may not be issued under the Note if, after giving effect to the conversion or issuance, the applicable holder of the Note (together with its affiliates, if any) would beneficially own in excess of 4.99% of the Company’s outstanding shares of common stock, which is referred to herein as the “Note Blocker”. The Note Blocker may be raised or lowered to any other percentage not in excess of 9.99% at the option of the applicable holder of Notes, except that any raise will only be effective upon 61-days’ prior notice to us. | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 12 | $ 15 | |||||
Debt Conversion, Description | If, during the fiscal quarter ending March 31, 2022, the Company (i) fails to process at least $750 million in transaction volume or (ii) has revenue that is less than $12 million, and, if the Note’s fixed conversion price then in effect is greater than the greater of (x) the Note’s $1.67 floor price floor and (y) 140% of the market price as of April 1, 2022 (the "Adjustment Measuring Price”) then, on April 1, 2022, the fixed conversion price will automatically adjust to the Adjustment Measuring Price. | ||||||
Debt Instrument, Redemption, Description | At any time no event of default exits, we may redeem all, but not less than all, the Notes outstanding in cash all, or any portion, of the Notes at a 5% redemption premium to the greater of the face value and the equity value of our common stock underlying the Notes |
CONVERTIBLE DEBT (Details) - Co
CONVERTIBLE DEBT (Details) - Convertible Debt - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
CONVERTIBLE DEBT (Details) - Convertible Debt [Line Items] | ||
Balance | $ 58,655,178 | $ 100,000,000 |
Debt discount: | ||
Derivative liability | (21,580,000) | |
Original Issue Discount of 16% | (16,000,000) | |
Placement fees and issuance costs | (7,200,000) | |
Total debt discount | (44,780,000) | |
Accretion expense | 3,435,178 | |
Net debt discount after accretion | (41,344,822) | |
Balance | 58,655,178 | |
Senior Convertible Debt ]Member] | ||
CONVERTIBLE DEBT (Details) - Convertible Debt [Line Items] | ||
Balance | 94,000,000 | |
Debt discount: | ||
Derivative liability | (21,580,000) | |
Original Issue Discount of 16% | (16,000,000) | |
Placement fees and issuance costs | (7,200,000) | |
Total debt discount | (44,780,000) | |
Accretion expense | 8,956,000 | |
Net debt discount after accretion | (35,824,000) | |
Balance | $ 58,176,000 | $ 94,000,000 |
CONVERTIBLE DEBT (Details) - Fa
CONVERTIBLE DEBT (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Balance | $ 18,735,000 |
Change in fair value | 7,700,000 |
Balance | $ 26,435,000 |
STOCK OPTION AWARDS (Details)
STOCK OPTION AWARDS (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||||
STOCK OPTION AWARDS (Details) [Line Items] | ||||
Share Price | $ 12.98 | $ 4.35 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 5 | |||
Restricted Stock [Member] | ||||
STOCK OPTION AWARDS (Details) [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | |||
Share-Based Payment Arrangement, Expense | $ 126,414 | $ 0 |
STOCK OPTION AWARDS (Details) -
STOCK OPTION AWARDS (Details) - Share-based Payment Arrangement, Option, Activity - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Option, Activity [Abstract] | ||
Outstanding, Shares | 391,562 | 477,430 |
Outstanding, Weighted- Average Exercise Price | $ 5.08 | $ 3.53 |
Exercisable, Shares | 378,221 | 399,531 |
Exercisable, Weighted- Average Exercise Price | $ 5.21 | $ 0.67 |
Exercisable, Aggregate Intrinsic Value | $ 0 | $ 4,917,988 |
Vested and Expected to Vest, Shares | 378,221 | 409,675 |
Vested and Expected to Vest, Weighted- Average Exercise Price | $ 5.21 | $ 0.67 |
Vested and Expected to Vest, Aggregate Intrinsic Value | $ 0 | $ 5,041,689 |
Exercise, Shares | (13,019) | (68,725) |
Exercised, Weighted- Average Exercise Price | $ 0.42 | $ 0.07 |
Forfeited or Expired, Shares | (322) | (363) |
Forfeited or Expired, Weighted- Average Exercise Price | $ 12.1 | $ 1.01 |
Outstanding, Shares | 378,221 | 409,675 |
Outstanding, Weighted- Average Exercise Price | $ 5.21 | $ 0.67 |
Outstanding, Aggregate Intrinsic Value | $ 0 | $ 5,041,689 |
STOCK OPTION AWARDS (Details)_2
STOCK OPTION AWARDS (Details) - Nonvested Restricted Stock Shares Activity - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Nonvested Restricted Stock Shares Activity [Abstract] | ||
Non-vested Restricted Stock Awards | 0 | 0 |
Non-vested Restricted Stock Awards, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Granted | 39,413 | 0 |
Granted, Weighted Average Grant Date Fair Value | $ 3.24 | $ 0 |
Vested | (39,413) | 0 |
Vested, Weighted Average Grant Date Fair Value | $ (3.24) | $ 0 |
Non-vested Restricted Stock Awards | 0 | 0 |
Non-vested Restricted Stock Awards, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022 | Nov. 30, 2021 | Nov. 24, 2021 | Mar. 31, 2022 | |
COMMON STOCK (Details) [Line Items] | ||||
Investment Owned, Balance, Shares | 20,455,875 | |||
Stock Issued During Period, Shares, New Issues | 33,333 | 1,000,000 | ||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 5,590,000 | |||
Common Stock, Shares Subscribed but Unissued | 533,333 | |||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 186,331 | |||
Stock Repurchased and Retired During Period, Shares | 33,333 | |||
Share to be Issued [Member] | ||||
COMMON STOCK (Details) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||
To be received [Member] | ||||
COMMON STOCK (Details) [Line Items] | ||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 2,795,000 | |||
Shares to be Cancelled [Member] | ||||
COMMON STOCK (Details) [Line Items] | ||||
Stock Repurchased and Retired During Period, Shares | 500,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Operating Lease, Expense | $ 159,422 | $ 33,104 |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% |
LEASES (Details) - Lessee, Oper
LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
2022 (Remainder) | $ 500,323 | |
2023 | 463,532 | |
2024 | 234,354 | |
2025 | 241,373 | |
2026 | 248,605 | |
Thereafter | 42,464 | |
Total lease payments | 1,730,651 | |
Less: present value adjustment | (289,303) | |
Present value of total lease liabilities | 1,441,348 | |
Less: current lease liabilities | (549,668) | $ (495,134) |
Long-term lease liabilities | $ 891,680 | $ 1,035,895 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2022 | Jul. 13, 2021 | Nov. 30, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Revenue from Related Parties | $ 685,000 | |||||
Accounts Receivable, Related Parties | 6,540,027 | |||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 2,591,000 | |||||
Payments to Acquire Businesses, Gross | $ 28,810,600 | $ 0 | ||||
Sky Financial & Intellgence [Member] | ||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Asset Acquisition, Consideration Transferred | $ 18,110,000 | |||||
Charge Savvy [Member] | ||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Related Party Transaction, Description of Transaction | Sky owns 68.4% of Charge Savvy, LLC (“Charge Savvy”), an Illinois limited liability company. Haller serves as one of three Managing Members of Charge Savvy, along with Higher Ground Capital, LLC (owns 14%), and Jeff Nickel (owns 17.4%). | |||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 1,000,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 12.14 | |||||
Monthly Consulting Fee [Member] | ||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | |||||
Sky Financial & Intellgence [Member] | ||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 16,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 500,000 | |||||
Sky Financial & Intellgence [Member] | Sky Financial & Intellgence [Member] | ||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 16,000,000 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | 500,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ in Thousands, € in Millions | May 01, 2022USD ($)shares | Apr. 01, 2022EUR (€) |
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Payments to Acquire Businesses, Gross (in Euro) | € | € 26 | |
Common Stock, Shares, Cancelled | 1,898,586 | |
Stock Repurchased During Period, Shares | 1,098,586 | |
Stock Repurchased and Retired During Period, Shares | 300,000 | |
Sky Financial & Intellgence [Member] | ||
SUBSEQUENT EVENTS (Details) [Line Items] | ||
Common Stock, Shares, Cancelled | 500,000 | |
Payments to Acquire Productive Assets (in Dollars) | $ | $ 2,795 |