Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55114 | |
Entity Registrant Name | SPLASH BEVERAGE GROUP, INC. | |
Entity Central Index Key | 0001553788 | |
Entity Tax Identification Number | 34-1720075 | |
Entity Incorporation, State or Country Code | CO | |
Entity Address, Address Line One | 1314 E Las Olas Blvd. | |
Entity Address, Address Line Two | Suite 221 | |
Entity Address, City or Town | Fort Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | 954 | |
Local Phone Number | 745-5815 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,481,916 | |
Common Stock No Par Value Per Share [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Common Stock, No par value per share | |
Trading Symbol | SBEV | |
Security Exchange Name | NYSE | |
Warrants To Purchase One Whole Share Of Common Stock At An Exercise Price [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one whole share of common stock at an exercise price of $4.60 | |
Trading Symbol | SBEV- WT | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 11,943,753 | $ 380,000 |
Accounts Receivable, net | 775,274 | 484,858 |
Prepaid Expenses | 37,147 | 173,414 |
Inventory, net | 1,194,085 | 798,273 |
Other receivables | 32,102 | 90,919 |
Assets from discontinued operations | 551,809 | 316,572 |
Total current assets | 14,534,170 | 2,244,036 |
Non-current assets: | ||
Deposits | 385,874 | 77,686 |
Goodwill | 5,672,823 | 5,672,823 |
Investment in Salt Tequila USA, LLC | 250,000 | 250,000 |
Right of use asset, net | 1,190,296 | 80,479 |
Quart Vin License, net | 204,012 | 219,512 |
Property and equipment, net | 601,304 | 681,352 |
Total non-current assets | 8,304,309 | 6,981,852 |
Total assets | 22,838,479 | 9,225,888 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,238,938 | 1,521,818 |
Right of use liability – current portion | 320,662 | 57,478 |
Due to related parties | 3,000 | 368,904 |
Sales tax payable | 8,119 | |
Related party notes payable – current portion | 1,329,175 | 1,333,333 |
Convertible Loan Payable | 100,000 | 100,000 |
Notes payable, current portion | 1,438,000 | 999,736 |
Shareholder advances | 469,500 | |
Accrued interest payable | 312,419 | 442,748 |
Liabilities from discontinued operations | 551,809 | 591,642 |
Total current liabilities | 5,771,622 | 5,415,659 |
Long-term Liabilities: | ||
Related party notes payable - noncurrent | 666,667 | |
Notes payable - noncurrent | 1,215,807 | 1,240,044 |
Liability to issue shares in APA | 1,980,000 | 1,980,000 |
Right of use liability - noncurrent | 871,161 | 25,521 |
Total long-term liabilities | 4,066,968 | 3,912,232 |
Total liabilities | 9,838,590 | 9,327,891 |
Common stock, (mezzanine shares) 4,201,761 shares, contingently convertible to notes payable at December 31, 2020 | 9,248,720 | |
Stockholders’ equity (deficiency): | ||
Common Stock, $0.001 par, 150,000,000 shares authorized, 30,481,916 and 21,157,043 shares issued 30,481,916 and 21,157,043 outstanding, at June 30, 2021 and December 31, 2020, respectively | 30,482 | 21,157 |
Additional paid in capital | 85,561,961 | 52,217,855 |
Accumulated deficit | (72,592,554) | (61,589,735) |
Total stockholders’ equity (deficiency) | 12,999,887 | (9,350,724) |
Total liabilities, mezzanine shares and stockholders’ equity (deficiency) | $ 22,838,479 | $ 9,225,888 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Contingently convertible to notes payable shares | 4,201,761 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 30,481,916 | 21,157,043 |
Common stock, shares outstanding | 30,481,916 | 21,157,043 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenues | $ 3,287,760 | $ 412,729 | $ 5,426,684 | $ 524,732 |
Cost of goods sold | (2,382,707) | (218,751) | (4,004,211) | (325,965) |
Gross margin | 905,053 | 193,978 | 1,422,473 | 198,767 |
Operating expenses: | ||||
Contracted services | 190,606 | 167,894 | 467,117 | 405,875 |
Salary and wages | 2,073,530 | 303,060 | 4,019,756 | 544,736 |
Other general and administrative | 5,173,896 | 115,491 | 7,575,943 | 1,167,686 |
Sales and marketing | 174,727 | 23,012 | 216,605 | 47,242 |
Total operating expenses | 7,612,759 | 609,457 | 12,279,421 | 2,165,539 |
Loss from continuing operations | (6,707,706) | (415,479) | (10,856,948) | (1,966,772) |
Other income/(expense): | ||||
Interest income | 1 | 205 | 115 | 16,356 |
Interest expense | (149,376) | (21,854) | (241,587) | (1,935,491) |
Gain from debt extinguishment | 96,077 | 34,962 | 97,396 | 34,962 |
Total other income/(expense) | (53,298) | 13,313 | (144,076) | (1,884,173) |
Provision for income taxes | ||||
Net loss from continuing operations, net of tax | (6,761,004) | (402,166) | (11,001,024) | (3,850,945) |
Net income from discontinued operations, net of tax | 200,404 | 28,816 | 240,486 | 28,816 |
Net loss | $ (6,560,600) | $ (373,350) | $ (10,760,538) | $ (3,822,129) |
Loss per share - continuing operations | ||||
Basic | $ (0.25) | $ (0.02) | $ (0.42) | $ (0.23) |
Dilutive | $ (0.25) | $ (0.02) | $ (0.42) | $ (0.23) |
Weighted average number of common shares outstanding - continuing operations | ||||
Basic | 27,356,918 | 18,969,568 | 26,003,605 | 16,809,392 |
Dilutive | 27,356,918 | 18,969,568 | 26,003,605 | 16,809,392 |
Earnings per share - discontinued operations | ||||
Basic | $ 0.01 | $ 0 | $ 0.01 | $ 0 |
Dilutive | $ 0.01 | $ 0 | $ 0.01 | $ 0 |
Weighted average number of common shares outstanding - discontinued operations | ||||
Basic | 27,356,918 | 18,969,568 | 26,003,605 | 16,809,392 |
Dilutive | 30,482,999 | 19,682,460 | 29,061,257 | 17,472,461 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Deficiency in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 14,674 | $ (50,000) | $ 22,124,750 | $ (31,845,506) | $ (9,756,083) |
Shares, Outstanding, at beginning at Dec. 31, 2019 | 14,673,796 | 45,431 | |||
Issuance of warrants on convertible instruments | 145,579 | 145,579 | |||
Incremental beneficial conversion for preferred A | 240,770 | (240,770) | |||
Issuance of warrants on convertible instruments | 2,486,706 | (828,903) | 1,657,803 | ||
Issuance of common stock for services | $ 273 | $ 50,000 | 549,727 | 600,000 | |
Issuance of common stock for services, shares | 272,584 | (45,431) | |||
Issuance of common stock for acquisition | $ 3,971 | 9,169,193 | 9,173,164 | ||
Issuance of common stock for acquisition, shares | 3,971,067 | ||||
Net loss | (3,446,630) | (3,446,630) | |||
Ending balance, value at Mar. 31, 2020 | $ 18,917 | 34,716,725 | (36,361,809) | (1,626,168) | |
Shares, Outstanding, at end at Mar. 31, 2020 | 18,917,447 | 0 | |||
Issuance of warrants on convertible instruments | 77,434 | 77,434 | |||
Net loss | (373,350) | (373,350) | |||
Issuance of common stock for cash | $ 83 | 142,483 | 142,566 | ||
Issuance of common stock for cash, shares | 83,304 | ||||
Ending balance, value at Jun. 30, 2020 | $ 19,001 | 34,936,642 | (36,735,159) | (1,779,518) | |
Shares, Outstanding, at end at Jun. 30, 2020 | 19,000,751 | 0 | |||
Beginning balance, value at Dec. 31, 2020 | $ 21,157 | 52,217,855 | (61,589,735) | (9,350,724) | |
Shares, Outstanding, at beginning at Dec. 31, 2020 | 21,157,043 | 0 | |||
Issuance of warrants for services | 1,186,596 | 1,186,596 | |||
Issuance of common stock for services | $ 168 | 730,867 | 731,035 | ||
Issuance of common stock for services, shares | 168,333 | ||||
Issuance of common stock and warrants or cash | $ 1,174 | 4,529,450 | 4,530,624 | ||
Issuance of common stock and warrants or cash, shares | 1,174,476 | ||||
Mezzanine shares | $ 4,202 | 9,244,519 | 9,248,720 | ||
Mezzanine shares, shares | 4,201,761 | ||||
Net loss | (4,442,219) | (4,442,219) | |||
Ending balance, value at Mar. 31, 2021 | $ 26,702 | 67,909,286 | (66,031,954) | 1,904,003 | |
Shares, Outstanding, at end at Mar. 31, 2021 | 26,701,613 | 0 | |||
Issuance of warrants for services | 1,186,596 | 1,186,596 | |||
Issuance of common stock for services | 1,369,918 | 1,369,918 | |||
Issuance of common stock and warrants or cash | $ 3,780 | 15,096,160 | $ 15,099,940 | ||
Issuance of common stock and warrants or cash, shares | 3,780,303 | ||||
Mezzanine shares, shares | 150,000 | ||||
Net loss | (6,560,600) | $ (6,560,600) | |||
Ending balance, value at Jun. 30, 2021 | $ 30,482 | $ 85,561,961 | $ (72,592,554) | $ 12,999,887 | |
Shares, Outstanding, at end at Jun. 30, 2021 | 30,481,916 | 0 |
Consolidated Statement Cash Flo
Consolidated Statement Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (11,001,024) | $ (3,850,945) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 80,048 | 13,045 |
ROU asset, net | 39,684 | |
Gain from debt extinguishment | (97,396) | (34,962) |
Interest on notes payable converted to common stock | 231,692 | |
Interest expense due to the issuance of warrants | 1,657,805 | |
Share-based compensation - warrants | 2,373,192 | |
Share-based compensation | 2,100,953 | 600,000 |
Other noncash changes | (283,139) | (257,502) |
Changes in working capital items: | ||
Accounts receivable, net | (732,998) | (36,641) |
Inventory, net | (437,827) | (153,804) |
Prepaid expenses and other current assets | 195,084 | (16,077) |
Deposits | (39,451) | |
Accounts payable and accrued expenses | 268,930 | (56,268) |
Royalty payable | 51,000 | |
Accrued Interest payable | (130,329) | 40,601 |
Net cash used in operating activities - continuing operations | (7,664,506) | (1,811,823) |
Net cash from operating activities - discontinued operations | (240,486) | 28,816 |
Cash Flows from Investing Activities: | ||
Capital Expenditures | (5,439) | |
Proceeds from the sale of fixed assets | 1,098 | |
Investment in Salt Tequila USA, LLC | (150,000) | |
Net cash used in investing activities - continuing operations | (154,341) | |
Net cash from investing activities - discontinued operations | 72,442 | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Common stock | 19,630,565 | 1,610,000 |
Cash advance from shareholder | 469,500 | 288,000 |
Repayment of cash advance | (360,870) | (120,106) |
Proceeds from issuance of debt | 928,000 | 264,249 |
Principal repayment of debt | (1,189,832) | (61,248) |
ROU liability, net | (8,618) | (39,877) |
Net cash provided by financing activities - continuing operations | 19,468,746 | 1,941,018 |
Net cash from financing activities - discontinued operations | ||
Net Change in Cash and Cash Equivalents | 11,563,753 | 76,112 |
Cash and Cash Equivalents, beginning of year | 380,000 | 42,639 |
Cash and Cash Equivalents, end of year | 11,943,753 | 118,751 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for Interest | 173,363 | 3,424 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Notes payable and accrued interest converted to common stock | $ 9,248,720 |
Business Organization and Natur
Business Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations Splash Beverage Group (SBG), f/k/a Canfield Medical Supply, Inc. (the CMS), was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado on April 18, 2012. CMS was in the business of home health services, primarily the selling of durable medical equipment and medical supplies to the public, nursing homes, hospitals and other end users. On December 31, 2019, CMS entered into an Agreement and Plan of Merger (the Merger Agreement) with SBG Acquisition Inc. (Merger Sub), a Nevada Corporation wholly-owned by CMS, and Splash Beverage Group, Inc. a Nevada corporation (Splash) pursuant to which Merger Sub merged with and into Splash (the Merger) with Splash as the surviving company and a wholly-owned subsidiary of CMS. The Merger was consummated on March 31, 2020. As the owners and management of Splash have voting and operating control of CMS following the Merger, the Merger transaction was accounted for as a reverse acquisition (that is with Splash as the acquiring entity), followed by a recapitalization. As part of the recapitalization, previously issued shares of SBG preferred stock have been reflected as shares of common stock that were received in the Merger. These common shares have been retrospectively presented as outstanding for all periods. Splash specializes in the manufacturing, distribution, and sales & marketing of various beverages across multiple channels. Splash operates in both the non-alcoholic and alcoholic beverage segments. Additionally, Splash operates its own vertically integrated B-to-B and B-to-C E-commerce distribution platform called Qplash, further expanding its distribution abilities and visibility. In July 2020 the Company filed a Certificate of Amendment of Articles of Incorporation of Canfield Medical Supply, Inc. with the Secretary of State of the State of Colorado, pursuant to which the Company changed its name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc.. On July 31, 2020, we received approval from FINRA to change the Company’s name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc. Our new ticker symbol is SBEV. On December 24, 2020, SBG consummated an Asset Purchase Agreement (the “Copa APA”) with Copa di Vino Corporation (“CdV”), to purchase certain assets and assume certain liabilities that comprise the Copa di Vino business for a total purchase price of $ 5,980,000 2,000,000 2,000,000 On February 2021, Management initiated a plan to divest its CMS business. As a result, the assets and operations of CMS have been retrospectively reflected as discontinued operations. In coordination with uplisting to the NYSE on June 11, 2021 the Company consummated a 1.0 for 3.0 reverse stock split. All common stock shares stated herein have been adjusted to reflect the split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Consolidation These condensed consolidated financial statements include the accounts of Splash Beverage Group and its wholly owned subsidiaries, Holdings and Splash Mex, CMS (as discontinued operations), and Copa. All intercompany balances have been eliminated in consolidation. Our investment in Salt Tequila USA, LLC is accounted for at cost, as the company does not have the ability to exercise significant influence. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). The accompanying condensed consolidated financial statements have been prepared by us without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the three and six months ended June 30, 2021 and 2020 have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in GAAP have been condensed or omitted. The results of operations for the period ended June 30, 2021 are not necessarily indicative of the operating results for the full year. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Concentration of Cash Balance We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no Our cash in bank deposit accounts, at times, may exceed federally insured limits of $250,000. At June 30, 2021 we had $ 11,115,182 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At June 30, 2021 and December 31, 2020, our accounts receivable amounts are reflected net of allowances of $ 775,274 484,858 Inventory Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at June 30, 2021 and December 31, 2020 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $ 319,622 366,109 Property and Equipment We record property and equipment at cost when purchased. Depreciation is recorded for property, equipment, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3 39 Depreciation expense totaled $ 44,465 10,750 80,048 13,045 Schedule of Property and equipment June 30, 2021 December 31, 2020 Property and equipment, at cost 2,170,899 843,097 Accumulated depreciation (1,569,585 ) (161,745 ) Property and equipment, net 601,304 681,352 Excise taxes The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold. Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with Accounting Standards Codification (“ASC”) 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. See note 11. Fair Value of Financial Instruments Financial Accounting Standards (FASB) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The liabilities and indebtedness presented on the consolidated financial statements approximate fair values at June 30, 2021 and December 31, 2020, consistent with recent negotiations of notes payable and due to the short duration of maturities. Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers. We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Distribution expenses to transport our products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Cost of Goods Sold Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognizes compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes Company management assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive. Schedule of Earnings Per Share, Basic and Diluted Numerator 2021 2020 Net loss from continuing applicable to common shareholders $ (11,001,024 ) $ (402,166 ) Net loss from discontinued applicable to common shareholders $ 240,486 $ 28,816 Denominator Weighted average number of common shares outstanding Basic 26,003,605 16,809,392 Dilutive 26,003,605 16,809,392 Net loss per share from continuing operations Basic (0.42 ) (0.23 ) Dilutive (0.42 ) (0.23 ) Net income per share from discontinued operations Basic 0.01 0.00 Dilutive 0.01 0.00 Weighted average number of shares outstanding excludes anti-dilutive common stock equivalents, including warrants to purchase 3 The weighted average number of common shares calculation excludes 10,068,836 warrants which have been granted by our Board but have not been exercised. Advertising We conduct advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $ 150,753 23,962 198,538 46,768 Goodwill Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results. At December 31, 2020, our management determined that an impairment charge of approximately $9.5 million, was necessary to reduce the goodwill relating to our Medical Device Segment. The impairment charge was primarily related to the net cash flow projection of that business unit. Long-lived assets The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal groups fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. Recent Accounting Pronouncements In June 2016, that FASB issued ASU 2016-13, Financial Instruments – Credit Losses Management is currently assessing the new standard but does not believe that it would have a material effect. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Liquidity, Capital Resources an
Liquidity, Capital Resources and Going Concern Considerations | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Capital Resources and Going Concern Considerations | Note 3 – Liquidity, Capital Resources and Going Concern Considerations At December 31, 2020, the Company had liabilities in excess of assets in the amount of approximately $9.4 million. During the six month period of 2021, the Company received approximately $19.6 million from the proceeds from the issuance common stock. These events served to mitigate the conditions that historically raised substantial doubt about the Company’s ability to continue as a going concern. Based on this analysis the Company concluded it has the ability to continue as a going concern for at least the next 12 months. |
Notes Payable, Related Party No
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable | Note 4 – Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable Notes payable are generally nonrecourse and secured by all Company owned assets. Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Notes Payable In February 2014, we entered into a 12-month term loan agreement with an individual in the amount of $ 200,000 22,049 2.19 February 28, 2017 15 % — 150,000 In March 2014, we entered into a short-term loan agreement with an entity in the amount of $ 200,000 90,161 2.82 February 28, 2017 8 % 200,000 200,000 In May 2020, we entered into a two year loan with the SBA under the Paycheck Protection Program established by the CARES Act in the amount of $ 94,833 1 % — 89,612 In June 2020, we entered into a six-month loan with an individual in the amount of $ 100,000 12 % — 100,000 In August 2020, we entered into a nine-month loan with a company in the amount of $ 112,000 12,246 4.8 % — 62,719 Notes payable for license agreements due in 36 monthly payments of $ 10,000 10.0 % 10,000 59,212 In December 2020, we entered into a 56 month loan with a company in the amount of $ 1,578,237 Various 1,515,807 1,578,237 In April 2021, we entered into a six-month loan with an individual in the amount of $ 84,000 7 % 84,000 — In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 50,000 7 % 50,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 500,000 7 % 500,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 10,000 7 % 10,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 200,000 7 % 200,000 — Total notes payable $ 2,653,807 $ 2,239,780 Less current portion (1,438,000 ) (999,736 ) Long-term notes payable $ 1,215,807 $ 1,240,044 Interest expense on notes payable was $ 133,702 10,429 Interest expense on notes payable was $ 203,236 59,859 125,205 Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Related Parties Notes Payable In December 2020, we entered into a 18 month loan with an individual in the amount of $ 2,000,000 114,444 2.0 % 1,329,175 2,000,000 Less current portion (1,329,175 ) (1,333,333 ) Long-term notes payable $ (0 ) $ 666,667 Interest expense on related party notes payable was $ 7,804 0 15,839 0 0 Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Convertible Bridge Loans Payable In May 2015, we entered into a 3-month term loan agreement with an individual in the amount of $ 100,000 4 See left $ 100,000 $ 100,000 Interest expense on the convertible bridge loans payable was $ 8,000 8,000 16,000 101,785 187,215 On April 24, 2017, a note holder filed a complaint against the Company for a promissory note in default. The note holder is requesting summary judgment in the amount of $ 287,215 |
Licensing Agreement and Royalty
Licensing Agreement and Royalty Payable | 6 Months Ended |
Jun. 30, 2021 | |
Licensing Agreement And Royalty Payable | |
Licensing Agreement and Royalty Payable | Note 5 – Licensing Agreement and Royalty Payable We have a licensing agreement with ABG TapouT, LLC (“TapouT”), providing us with licensing rights to the brand “TapouT” on energy drinks, energy shots, water, teas and sports drinks for beverages sold in the United States of America, its territories, possessions, U.S. military bases and Mexico. Under the terms of the agreement, we are required to pay a 6% royalty on net sales, as defined. In 2021 and 2020, we are required to make monthly payments of $ 49,500 45,000 There were no unpaid royalties at June 30, 2021. We paid the guaranteed minimum royalty payments of $ 297,000 270,000 In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) On February 16, 2018, the Copa di Vino entered into three separate license agreements with 1/4 Vin SARL, (1/4 Vin). 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire. Amortization is approximately $31,000 annually until the license agreement is fully amortized. The asset is being amortized over a 10 |
Stockholders_ Equity (Deficienc
Stockholders’ Equity (Deficiency) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficiency) | Note 6 – Stockholders’ Equity (Deficiency) Common Stock At March 31, 2020, we issued 272,584 2.19 600,000 168,333 2,100,953 Splash Beverage Group, Inc. Private Placement Memorandum (PPM) In July 2020, the Board of Directors has determined that it is in the best interests of the Corporation and its stockholders to obtain working capital by conducting a private placement offering of 930,303 3,070,000 In January 2021, the Board of Directors approved a private placement offering of 1,212,121 shares of the common stock of the Company, $ 0.001 value per share at a purchase price of $ 3.30 per share for aggregate gross proceeds of $ 4,000,000 (“PPM”). As part of the PPM, each purchaser received a warrant to purchase one share for every two shares purchased. In February 2021, we completed our PPM by issuing a total of 1,212,355 of shares and 606,179 warrants receiving gross proceeds of $ 4,000,771 . Stock Plans 2012 Plan On May 2012, the Board adopted the 2012 Stock Incentive Plan (the “2012 Plan”), which provided for the grant of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Restricted Stock Units and Stock Appreciation Rights to eligible recipients. The total number of shares that may be issued under the 2012 plan was 1,362,920 The Board previously granted options to purchase 885,897 374,804 Concurrently with the consummation of the Merger, the outstanding options to purchase 374,803 374,804 2.20 2020 Plan On August 2020, the Board adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights, Performance Units and Performance Bonuses to consultants and eligible recipients. The total number of shares that may be issued under the 2020 plan was 2,313,133 No awards have been granted under the 2020 Plan. Warrants The total amount of outstanding warrants are summarized below: Schedule of Warrants Activity [A] 454,064 [B] 124,162 [C] 908,129 [D] 650,000 [E] 606,179 [F] 374,803 [G] 1,884,833 [H] 833,333 [I] 333,333 [J] 3,900,000 Total 10,068,836 [A] Warrant Issuance-Series A Convertible Preferred Stock As an incentive to convert their Series A preferred stock, in March 2020, we issued 333,333 454,064 3 [B] Warrant Issuance-Series B Convertible Preferred Stock As part of the sale and issuance of 1,777,892 5 124,162 [C] Warrant Issuance-GMA Bridge Holdings, LLC Consulting Services We issued 454,307 Bridge Holdings, LLC (“GMA) 908,615 [D] We issued 650,000 warrants to purchase common stock of the Company July 2020 private placement offering of 930,303 shares of common stock [E] We issued January 2021 [F] We issued 374,803 warrants to purchase common stock, as a replacement of cancelled outstanding options concurrent with the March 2020 Merger [G] In December 2020 we granted 1,884,833 warrants to purchase common stock of the Company to employees, consultants and directors. These warrants vest over three years [H] In December 2020 we granted 833,333 warrants to purchase common stock of the Company to our board of directors. These warrants vest over two - three years [I] In May 2021 we granted 333,333 warrants to purchase common stock of the Company to a director. These warrants vest, equally, over three years [J] We issued 3,750,000 warrants to purchase common stock of the Company in connection with the June 2021 underwritten public offering of 3,750,000 shares of common stock, in addition to 150,000 warrants to purchase common stock of the Company to the representative underwriter. Shareholder Advances and Liability to Issue Stock and Warrants During the first quarter of 2021, we entered into a marketing agreement with a consultant, to be paid by issuance of 150,000 214,500 During the first quarter of 2021, the Company received $ 245,000 81,667 40,833 We have an agreement with a consultant, to be paid by the issuance of 3,333 shares of common stock of the company. The liability was measured at $ 10,000 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 7 – Related Parties During the normal course of business, we incurred expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables, net of $ 0 There are related party notes payable of $ 1.3 |
Investment in Salt Tequila USA,
Investment in Salt Tequila USA, LLC | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in Salt Tequila USA, LLC | Note 8 – Investment in Salt Tequila USA, LLC The Company has a marketing and distribution agreement with SALT in Mexico for the manufacturing of our Tequila product line. The Company has a 22.5 37.5 |
Operating Lease Obligations
Operating Lease Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Operating Lease Obligations | |
Operating Lease Obligations | Note 9 – Operating Lease Obligations Effective July 2018, we entered into a lease agreement for the right to use and occupy office space. The lease term commenced July 1, 2018 36 June 30, 2021 Effective November 2019, we entered into a lease with Interport Logistics, LLC. The lease term commenced on November 11, 2019 November 11, 2022 Effective May 2019, we entered into a lease in Mexico. The lease commenced May 1, 2019 24 April 1, 2021 Effective January 2021, we entered into a lease agreement for the right to use and occupy office space in Sarasota Florida January 18, 2021 18 July 31, 2022 Effective January 2021, we entered into a lease agreement for the right to use and occupy office and manufacturing space located in Miami Florida January 1, 2021 60 December 31, 2025 The following table presents the discounted present value of minimum lease payments for our office and warehouses to the amounts reported as operating Maturities of lease liabilities Undiscounted Future Minimum Lease Payments Operating Lease 2021 (six months) $ 178,592 2022 342,273 2023 276,318 2024 265,493 2025 252,000 Total 1,314,676 Amount representing imputed interest (122,853 ) Total operating lease liability 1,191,823 Current portion of operating lease liability 320,662 Operating lease liability, non-current $ 871,161 The table below presents information for lease costs related to our operating leases at June 30, 2021: Lease costs Operating lease cost: Amortization of leased assets $ 157,923 Interest of lease liabilities 32,568 Total operating lease cost $ 190,492 The table below presents lease-related terms and discount rates at June 30, 2021: Summary of lease-related terms and discount rates Remaining term on leases 13 54 Incremented borrowing rate 5.0% |
Line of Credit
Line of Credit | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Line of Credit | Note 10 – Line of Credit At December 31, 2020 SBG owed $ 68,000 6.1 |
PPP Loan
PPP Loan | 6 Months Ended |
Jun. 30, 2021 | |
Ppp Loan | |
PPP Loan | Note 11 – PPP Loan On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the COVID-19 outbreak) and the risks to the international community as the virus spreads globally beyond the point of origin. On March 20, 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In response to the COVID-19 outbreak in the United States, the CARES Act (the Act) was passed by Congress and signed into law on March 27, 2020. In connection with the CARES Act, the Company and its subsidiary applied for and received loans with an original aggregate principal balance of approximately $ 158,00 1 18 In April 2021, we received notification of forgiveness for the entire outstanding balance. |
Segment Reporting
Segment Reporting - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Segment Reporting | Note 12 – Segment Reporting The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Executive Officer and Chief Financial Officer. Note: The Copa di Vino business is included in our Splash Beverage Group segment. Three-Months Ended Six-Months Ended Revenue Q2 2021 Q2 2020 Q2 2021 Q2 2020 Splash Beverage Group 1,565,865 121,392 2,391,608 121,392 E-Commerce 1,721,895 291,337 3,035,077 403,340 Total Revenues continuing operations 3,287,760 412,729 5,426,684 524,732 Total Revenues discontinued operations 369,442 199,579 648,219 199,579 Total assets 2021 2020 Splash Beverage Group 21,547,558 8,403,670 E-Commerce 739,112 505,646 Medical Devices - Discontinued 551,809 316,572 Total Assets 22,838,479 9,225,888 | |
Total assets | $ 22,838,479 | $ 9,225,888 |
Splash Beverage Group [Member] | ||
Revenue from External Customer [Line Items] | ||
Total assets | 21,547,558 | 8,403,670 |
E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total assets | 739,112 | 505,646 |
Medical Devices Discontinued [Member] | ||
Revenue from External Customer [Line Items] | ||
Total assets | $ 551,809 | $ 316,572 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | Note 13 – Commitment and Contingencies We are a party to asserted claims and are subject to regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but we do not anticipate that the outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations. Capital Raise In connection with the CMS merger we were committed to our previous preferred stock and debt holders to raise $9 million in a secondary IPO or debt, as defined in the agreements. In February 2021, we successfully raised the $9 million required. Stock Price Guarantee We have a commitment to issue additional shares associated with specific stock price guarantee granted to an investor. The stock price guarantee expired March 2021. |
Registration Statement
Registration Statement | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Registration Statement | Note 14 – Registration Statement Underwriting Agreement On June 10, 2021, the Company entered into an underwriting agreement ( “Underwriting Agreement”) relating to an underwritten public offering (the “Offering”) of common stock, no par value per share (the “Common Stock”) and warrants to purchase one share of Common Stock (the “Warrants”). Pursuant to the Offering, the Company sold 3,750,000 shares of Common Stock and 4,312,500 Warrants, which include 562,500 Warrants sold upon the partial exercise of the Underwriters’ over-allotment, for total gross proceeds of approximately $15 million. After deducting the underwriting commissions, discounts, and offering expenses payable by the Company, the Company received net proceeds of approximately $13.2 million. Representative’s Warrants On June 15, 2021, pursuant to the Underwriting Agreement, the Company issued the Representative’s Warrants to purchase up to an aggregate of 150,000 4.60 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These condensed consolidated financial statements include the accounts of Splash Beverage Group and its wholly owned subsidiaries, Holdings and Splash Mex, CMS (as discontinued operations), and Copa. All intercompany balances have been eliminated in consolidation. Our investment in Salt Tequila USA, LLC is accounted for at cost, as the company does not have the ability to exercise significant influence. Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP). The accompanying condensed consolidated financial statements have been prepared by us without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the three and six months ended June 30, 2021 and 2020 have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in GAAP have been condensed or omitted. The results of operations for the period ended June 30, 2021 are not necessarily indicative of the operating results for the full year. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents and Concentration of Cash Balance | Cash Equivalents and Concentration of Cash Balance We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no Our cash in bank deposit accounts, at times, may exceed federally insured limits of $250,000. At June 30, 2021 we had $ 11,115,182 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At June 30, 2021 and December 31, 2020, our accounts receivable amounts are reflected net of allowances of $ 775,274 484,858 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at June 30, 2021 and December 31, 2020 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $ 319,622 366,109 |
Property and Equipment | Property and Equipment We record property and equipment at cost when purchased. Depreciation is recorded for property, equipment, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3 39 Depreciation expense totaled $ 44,465 10,750 80,048 13,045 Schedule of Property and equipment June 30, 2021 December 31, 2020 Property and equipment, at cost 2,170,899 843,097 Accumulated depreciation (1,569,585 ) (161,745 ) Property and equipment, net 601,304 681,352 |
Excise taxes | Excise taxes The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold. |
Paycheck Protection Program | Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with Accounting Standards Codification (“ASC”) 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. See note 11. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards (FASB) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The liabilities and indebtedness presented on the consolidated financial statements approximate fair values at June 30, 2021 and December 31, 2020, consistent with recent negotiations of notes payable and due to the short duration of maturities. |
Revenue Recognition | Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers. We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Distribution expenses to transport our products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognizes compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation |
Income Taxes | Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes Company management assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no |
Net income (loss) per share | Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive. Schedule of Earnings Per Share, Basic and Diluted Numerator 2021 2020 Net loss from continuing applicable to common shareholders $ (11,001,024 ) $ (402,166 ) Net loss from discontinued applicable to common shareholders $ 240,486 $ 28,816 Denominator Weighted average number of common shares outstanding Basic 26,003,605 16,809,392 Dilutive 26,003,605 16,809,392 Net loss per share from continuing operations Basic (0.42 ) (0.23 ) Dilutive (0.42 ) (0.23 ) Net income per share from discontinued operations Basic 0.01 0.00 Dilutive 0.01 0.00 Weighted average number of shares outstanding excludes anti-dilutive common stock equivalents, including warrants to purchase 3 The weighted average number of common shares calculation excludes 10,068,836 warrants which have been granted by our Board but have not been exercised. |
Advertising | Advertising We conduct advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $ 150,753 23,962 198,538 46,768 |
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results. At December 31, 2020, our management determined that an impairment charge of approximately $9.5 million, was necessary to reduce the goodwill relating to our Medical Device Segment. The impairment charge was primarily related to the net cash flow projection of that business unit. |
Long-lived assets | Long-lived assets The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal groups fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, that FASB issued ASU 2016-13, Financial Instruments – Credit Losses Management is currently assessing the new standard but does not believe that it would have a material effect. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and equipment | Schedule of Property and equipment June 30, 2021 December 31, 2020 Property and equipment, at cost 2,170,899 843,097 Accumulated depreciation (1,569,585 ) (161,745 ) Property and equipment, net 601,304 681,352 |
Schedule of Earnings Per Share, Basic and Diluted | Schedule of Earnings Per Share, Basic and Diluted Numerator 2021 2020 Net loss from continuing applicable to common shareholders $ (11,001,024 ) $ (402,166 ) Net loss from discontinued applicable to common shareholders $ 240,486 $ 28,816 Denominator Weighted average number of common shares outstanding Basic 26,003,605 16,809,392 Dilutive 26,003,605 16,809,392 Net loss per share from continuing operations Basic (0.42 ) (0.23 ) Dilutive (0.42 ) (0.23 ) Net income per share from discontinued operations Basic 0.01 0.00 Dilutive 0.01 0.00 |
Notes Payable, Related Party _2
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Payables [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt | Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Notes Payable In February 2014, we entered into a 12-month term loan agreement with an individual in the amount of $ 200,000 22,049 2.19 February 28, 2017 15 % — 150,000 In March 2014, we entered into a short-term loan agreement with an entity in the amount of $ 200,000 90,161 2.82 February 28, 2017 8 % 200,000 200,000 In May 2020, we entered into a two year loan with the SBA under the Paycheck Protection Program established by the CARES Act in the amount of $ 94,833 1 % — 89,612 In June 2020, we entered into a six-month loan with an individual in the amount of $ 100,000 12 % — 100,000 In August 2020, we entered into a nine-month loan with a company in the amount of $ 112,000 12,246 4.8 % — 62,719 Notes payable for license agreements due in 36 monthly payments of $ 10,000 10.0 % 10,000 59,212 In December 2020, we entered into a 56 month loan with a company in the amount of $ 1,578,237 Various 1,515,807 1,578,237 In April 2021, we entered into a six-month loan with an individual in the amount of $ 84,000 7 % 84,000 — In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 50,000 7 % 50,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 500,000 7 % 500,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 10,000 7 % 10,000 — In May 2021, we entered into a six-month loan with a individual in the amount of $ 200,000 7 % 200,000 — Total notes payable $ 2,653,807 $ 2,239,780 Less current portion (1,438,000 ) (999,736 ) Long-term notes payable $ 1,215,807 $ 1,240,044 |
Related Party Notes Payable [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt | Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Related Parties Notes Payable In December 2020, we entered into a 18 month loan with an individual in the amount of $ 2,000,000 114,444 2.0 % 1,329,175 2,000,000 Less current portion (1,329,175 ) (1,333,333 ) Long-term notes payable $ (0 ) $ 666,667 |
Convertible Bridge Loans Payable [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt | Schedule of debt Interest Rate June 30, 2021 December 31, 2020 Convertible Bridge Loans Payable In May 2015, we entered into a 3-month term loan agreement with an individual in the amount of $ 100,000 4 See left $ 100,000 $ 100,000 |
Stockholders_ Equity (Deficie_2
Stockholders’ Equity (Deficiency) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | Schedule of Warrants Activity [A] 454,064 [B] 124,162 [C] 908,129 [D] 650,000 [E] 606,179 [F] 374,803 [G] 1,884,833 [H] 833,333 [I] 333,333 [J] 3,900,000 Total 10,068,836 |
Operating Lease Obligations (Ta
Operating Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Operating Lease Obligations | |
Maturities of lease liabilities | Maturities of lease liabilities Undiscounted Future Minimum Lease Payments Operating Lease 2021 (six months) $ 178,592 2022 342,273 2023 276,318 2024 265,493 2025 252,000 Total 1,314,676 Amount representing imputed interest (122,853 ) Total operating lease liability 1,191,823 Current portion of operating lease liability 320,662 Operating lease liability, non-current $ 871,161 |
Lease costs | Lease costs Operating lease cost: Amortization of leased assets $ 157,923 Interest of lease liabilities 32,568 Total operating lease cost $ 190,492 |
Summary of lease-related terms and discount rates | Summary of lease-related terms and discount rates Remaining term on leases 13 54 Incremented borrowing rate 5.0% |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) - Copa Di Vino Corporation [Member] | 1 Months Ended |
Dec. 24, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Note | $ 2,000,000 |
Asset Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total purchase price | 5,980,000 |
Cash Consideration | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Property and equipment, at cost | $ 2,170,899 | $ 843,097 |
Accumulated depreciation | (1,569,585) | (161,745) |
Property and equipment, net | $ 601,304 | $ 681,352 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||||
Net loss from continuing applicable to common shareholders | $ (11,001,024) | $ (402,166) | ||
Net loss from discontinued applicable to common shareholders | $ 200,404 | $ 28,816 | $ 240,486 | $ 28,816 |
Basic | 27,356,918 | 18,969,568 | 26,003,605 | 16,809,392 |
Dilutive | 27,356,918 | 18,969,568 | 26,003,605 | 16,809,392 |
Basic | $ (0.25) | $ (0.02) | $ (0.42) | $ (0.23) |
Dilutive | (0.25) | (0.02) | (0.42) | (0.23) |
Basic | 0.01 | 0 | 0.01 | 0 |
Dilutive | $ 0.01 | $ 0 | $ 0.01 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Cash, FDIC Insured Amount | 11,115,182 | 11,115,182 | |||
Accounts Receivable, after Allowance for Credit Loss | 775,274 | 775,274 | 484,858 | ||
Inventory reserves | 319,622 | 319,622 | 366,109 | ||
Depreciation expense | 44,465 | $ 10,750 | 80,048 | $ 13,045 | |
Uncertain tax positions | 0 | 0 | $ 0 | ||
Potentially dilutive shares | 3,000,000 | ||||
Advertising expense | $ 150,753 | $ 23,962 | $ 198,538 | $ 46,768 | |
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment useful life | 3 years | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and Equipment useful life | 39 years |
Notes Payable, Related Party _3
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Total notes payable | $ 2,653,807 | $ 2,239,780 |
Less current portion | (1,438,000) | (999,736) |
Long-term notes payable | 1,215,807 | 1,240,044 |
Notes Payables 1 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 200,000 | |
Warrant issued | 22,049 | |
Stock Price | $ 2.19 | |
Warrants expired date | Feb. 28, 2017 | |
Interest Rate | 15.00% | |
Total notes payable | 150,000 | |
Notes Payables 2 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 200,000 | |
Warrant issued | 90,161 | |
Stock Price | $ 2.82 | |
Warrants expired date | Feb. 28, 2017 | |
Interest Rate | 8.00% | |
Total notes payable | $ 200,000 | 200,000 |
Notes Payables 3 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 94,833 | |
Interest Rate | 1.00% | |
Total notes payable | 89,612 | |
Notes Payables 4 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 100,000 | |
Interest Rate | 12.00% | |
Total notes payable | 100,000 | |
Notes Payables 5 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 112,000 | |
Interest Rate | 4.80% | |
Total notes payable | 62,719 | |
Periodic payment` | 12,246 | |
Notes Payables 6 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 10,000 | |
Interest Rate | 10.00% | |
Total notes payable | $ 10,000 | 59,212 |
Notes Payables 7 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | 1,578,237 | |
Total notes payable | 1,515,807 | 1,578,237 |
Notes Payables 8 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 84,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 84,000 | |
Notes Payables 9 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 84,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 84,000 | |
Notes Payables 10 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 50,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 50,000 | |
Notes Payables 11 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 500,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 500,000 | |
Notes Payables 12 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 10,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 10,000 | |
Notes Payables 13 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | $ 200,000 | |
Interest Rate | 7.00% | |
Total notes payable | $ 200,000 |
Notes Payable, Related Party _4
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Less current portion | $ (1,329,175) | $ (1,333,333) |
Long-term notes payable | 0 | 666,667 |
Related Parties Notes Payable 1 [Member] | ||
Short-term Debt [Line Items] | ||
Principal amount | 2,000,000 | |
Periodic payment | $ 114,444 | |
Interest Rate | 2.00% | |
Related Parties Notes Payable | $ 1,329,175 | $ 2,000,000 |
Notes Payable, Related Party _5
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing (Details 2) - Convertible Bridge Loans Payable 1 [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Principal amount | $ 100,000 | |
Interest Rate | 4.00% | |
Convertible Bridge Loans Payable | $ 100,000 | $ 100,000 |
Notes Payable, Related Party _6
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||
Interest expense | $ 231,692 | ||||
Accrued interest | $ 312,419 | 312,419 | $ 442,748 | ||
Notes Payables [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | 133,702 | $ 10,429 | 203,236 | 59,859 | |
Accrued interest | 125,205 | 125,205 | |||
Related Parties Notes Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | 7,804 | 0 | 15,839 | 0 | |
Accrued interest | 0 | 0 | |||
Convertible Bridge Loans Payable [Member] | |||||
Short-term Debt [Line Items] | |||||
Interest expense | 8,000 | $ 8,000 | 16,000 | $ 101,785 | |
Accrued interest | $ 187,215 | $ 187,215 |
Licensing Agreement and Royal_2
Licensing Agreement and Royalty Payable (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Licensing Agreement And Royalty Payable | ||
Payment for Licensing | $ 49,500 | $ 45,000 |
Minimum royalty payments | $ 297,000 | $ 270,000 |
Amortization useful life | 10 years |
Stockholders'Equity (Deficiency
Stockholders'Equity (Deficiency) (Details) | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 10,068,836 |
Warrants A [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 454,064 |
Warrants B [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 124,162 |
Warrants C [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 908,129 |
Warrants D [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 650,000 |
Warrants E [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 606,179 |
Warrants F [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 374,803 |
Warrants G [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 1,884,833 |
Warrants H [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 833,333 |
Warrants I [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 333,333 |
Warrants J [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding | 3,900,000 |
Stockholders_ Equity (Deficie_3
Stockholders’ Equity (Deficiency) (Details Narrative) - USD ($) | Jun. 10, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Class of Stock [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of warrants Purchased | 150,000 | |||||||
Class of Warrant or Right, Outstanding | 10,068,836 | 10,068,836 | ||||||
Warrants Outstanding | 908,615 | 908,615 | ||||||
Number of common Stock issued | 150,000 | |||||||
Liabilities | $ 214,500 | |||||||
Proceed from issuance of common stock | $ 19,630,565 | $ 1,610,000 | ||||||
Subscription Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common Stock issued | 81,667 | |||||||
Proceed from issuance of common stock | $ 245,000 | |||||||
Warrants Purchased | 40,833 | |||||||
Wheelchair/hospital bed rental pool [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant Issued for consulting Services | 454,307 | |||||||
Consultant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Liabilities | $ 10,000 | $ 10,000 | ||||||
N 2012 Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,362,920 | 1,362,920 | ||||||
Number of options Granted | 885,897 | |||||||
Number of options cancelled | 374,803 | |||||||
Number of warrants Purchased | 374,804 | |||||||
Warrant exercise price | $ 2.20 | |||||||
N 2012 Plan [Member] | Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of options Granted | 374,804 | |||||||
N 2020 Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,313,133 | 2,313,133 | ||||||
Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share Price | $ 3.30 | $ 3.30 | ||||||
Stock Issued During Period, Shares, New Issues | 930,303 | 1,212,121 | ||||||
Proceeds from Issuance or Sale of Equity | $ 3,070,000 | $ 4,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Sale of stock in private placement | 1,212,355 | |||||||
Proceeds from Issuance of Private Placement | $ 4,000,771 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued in exchange for services, shares | 168,333 | 272,584 | ||||||
Share Price | $ 2.19 | |||||||
Share-based compensation expense | $ 600,000 | |||||||
Stock issued in exchange for services, value | $ 2,100,953 | |||||||
Series A Preferred Stock [Member] | S B G [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant issued | 333,333 | |||||||
Warrants Exchanged | 454,064 | |||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | ||||||
Series B Preferred Stock [Member] | Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant issued | 1,777,892 | |||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||
Class of Warrant or Right, Outstanding | 124,162 | 124,162 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Jun. 30, 2021USD ($) |
Related Party Transaction [Line Items] | |
Related Parties Notes Payable | $ 1,300,000 |
Chief Executive Officer [Member] | |
Related Party Transaction [Line Items] | |
Related Parties Notes Payable | $ 0 |
Investment in Salt Tequila US_2
Investment in Salt Tequila USA, LLC (Details Narrative) - S A L T [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||
Investment Percentage | 22.50% | |
Sale of Stock, Percentage of Ownership after Transaction | 37.50% |
Operating Lease Obligations (De
Operating Lease Obligations (Details) | Jun. 30, 2021USD ($) |
Operating Lease Obligations | |
2021 (six months) | $ 178,592 |
2022 | 342,273 |
2023 | 276,318 |
2024 | 265,493 |
2025 | 252,000 |
Total | 1,314,676 |
Amount representing imputed interest | (122,853) |
Total operating lease liability | 1,191,823 |
Current portion of operating lease liability | 320,662 |
Operating lease liability, non-current | $ 871,161 |
Operating Lease Obligations (_2
Operating Lease Obligations (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Operating lease cost: | |
Amortization of leased assets | $ 157,923 |
Interest of lease liabilities | 32,568 |
Total operating lease cost | $ 190,492 |
Operating Lease Obligations (_3
Operating Lease Obligations (Details 2) | Jun. 30, 2021 |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Incremented borrowing rate | 5.00% |
Minimum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Remaining term on leases | 13 years |
Maximum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Remaining term on leases | 54 years |
Operating Lease Obligations (_4
Operating Lease Obligations (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
First Lease [Member] | |
Lease commencement date | Jul. 1, 2018 |
Operating lease term | 36 months |
Lease expiration date | Jun. 30, 2021 |
Second Lease [Member] | |
Lease commencement date | Nov. 11, 2019 |
Lease expiration date | Nov. 11, 2022 |
Third Lease [Member] | |
Lease commencement date | May 1, 2019 |
Operating lease term | 24 months |
Lease expiration date | Apr. 1, 2021 |
Fourth Lease [Member] | |
Lease commencement date | Jan. 18, 2021 |
Operating lease term | 18 months |
Lease expiration date | Jul. 31, 2022 |
Fifth Lease [Member] | |
Lease commencement date | Jan. 1, 2021 |
Operating lease term | 60 months |
Lease expiration date | Dec. 31, 2025 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Line of credit | $ 68,000 |
Interest rate | 6.10% |
PPP Loan (Details Narrative)
PPP Loan (Details Narrative) - P P P Loan [Member] | 1 Months Ended |
Mar. 27, 2020USD ($) | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |
Principal balance | $ 158 |
Interest rate | 1.00% |
Term | 18 months |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Capital Raise Description | In connection with the CMS merger we were committed to our previous preferred stock and debt holders to raise $9 million in a secondary IPO or debt, as defined in the agreements. |
Registration Statement (Details
Registration Statement (Details Narrative) - $ / shares | Jun. 10, 2021 | Jun. 15, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of warrants purchased | 150,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.60 |