Cover
Cover | 6 Months Ended |
Jun. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-55144 |
Entity Registrant Name | NUTRALIFE BIOSCIENCES, INC. |
Entity Central Index Key | 0001563463 |
Entity Tax Identification Number | 46-1482900 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 6601 Lyons Road |
Entity Address, Address Line Two | Suite L-6 |
Entity Address, City or Town | Coconut Creek |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33073 |
City Area Code | 888 |
Local Phone Number | 509-8901 |
Entity Current Reporting Status | No |
Entity Interactive Data Current | No |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 177,367,217 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 51,802 | $ 135,769 |
Accounts receivable, net of allowance for doubtful accounts in the amount of $0 and $0 | 32,002 | 44,198 |
Inventories | 352,782 | 309,334 |
Prepaid and other current assets | 1,500 | 28,997 |
Total current assets | 438,086 | 518,298 |
Property and equipment, net | 2,240,500 | 2,265,196 |
Operating lease right-of-use assets | 569,281 | 449,155 |
Investments | 1,283,326 | 383,326 |
Deposit on equity and license agreement | 675,000 | |
License, net | 402,777 | |
Intangible asset, net | 235,556 | 525,150 |
Other assets | 35,000 | 35,000 |
Total Assets | 5,204,526 | 4,851,125 |
Current Liabilities: | ||
Accounts payable | 248,386 | 283,164 |
Accrued expenses (related party $177,304 and $148,552) | 1,250,756 | 1,043,891 |
Deferred revenue | 42,225 | 70,521 |
Liability for stock to be issued | 38,055 | 265,500 |
Current portion of finance leases | 8,629 | 17,161 |
Current portion of operating lease liability | 211,374 | 141,911 |
Notes payable, net of unamortized discount of $63,809 and $200,542 (related party $1,000,000 and $1,000,000) | 2,424,921 | 2,621,506 |
Other current liability | 33,000 | 33,000 |
Total current liabilities | 4,257,346 | 4,476,654 |
Long-term Liabilities: | ||
Notes payable - SBA, net of current portion | 10,000 | 10,000 |
Operating lease liability, net of current portion | 399,135 | 350,887 |
Revenue share agreements payable | 2,305,502 | 725,000 |
Finance leases, net of current portion | 1,114 | |
Total liabilities | 6,971,983 | 5,563,655 |
Stockholders’ Equity | ||
Common stock; $0.0001 par value, 499,990,000 authorized shares; 176,147,535 and 171,398,834 shares issued and outstanding | 17,608 | 17,133 |
Additional paid-in-capital | 47,757,893 | 46,828,644 |
Accumulated deficit | (49,542,959) | (47,558,308) |
Total stockholders’ (deficit) equity | (1,767,457) | (712,530) |
Total Liabilities and Stockholders’ Equity | $ 5,204,526 | $ 4,851,125 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Accrued expenses related party | 177,304 | 148,552 |
Notes payable, unamortized discount | 63,809 | 200,542 |
Notes payable related parties current | $ 1,000,000 | $ 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 499,990,000 | 499,990,000 |
Common stock, shares issued | 176,147,535 | 171,398,834 |
Common stock, shares outstanding | 176,147,535 | 171,398,834 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 32 | 27 |
Preferred stock, shares outstanding | 32 | 27 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Sales | $ 55,835 | $ 39,096 | $ 136,313 | $ 175,469 |
Cost of Sales | 4,665 | 35,416 | 127,790 | 132,284 |
Gross Profit | 51,170 | 3,680 | 8,523 | 43,185 |
Operating expenses | ||||
Advertising and Promotion | 7,092 | 3,654 | 14,132 | 8,066 |
Stock-based compensation | 174,975 | 200,000 | 390,515 | 2,394,514 |
General and administrative | 457,474 | 461,719 | 836,548 | 899,274 |
Depreciation and amortization | 61,867 | 29,236 | 146,013 | 59,408 |
Total operating expenses | 701,408 | 694,609 | 1,387,208 | 3,361,262 |
Loss from operations | (650,238) | (690,929) | (1,378,685) | (3,318,077) |
Other Income (Expense) | ||||
Other income (expense) | 54,997 | 708 | 54,614 | 1,998 |
Income from sublease | 20,000 | 20,000 | ||
Income from debt forgiveness | 244,700 | |||
Finance costs | (305,197) | (1,140,450) | (660,580) | (1,260,378) |
Total other income (expense) | (250,200) | (1,119,742) | (605,966) | (993,680) |
Loss before income taxes | (900,438) | (1,810,671) | (1,984,651) | (4,311,757) |
Income tax expense | ||||
Net loss | $ (900,438) | $ (1,810,671) | $ (1,984,651) | $ (4,311,757) |
Net loss per weighted average common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.03) |
Number of weighted average shares outstanding - basic and diluted | 175,124,109 | 161,522,865 | 174,316,790 | 160,974,225 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 16,036 | $ 42,015,874 | $ (41,730,801) | $ 301,110 | |
Beginning balance, shares at Dec. 31, 2020 | 1,000 | 20 | 160,419,488 | |||
Preferred stock issued for services | 164,524 | 164,524 | ||||
Net loss | (2,501,086) | (2,501,086) | ||||
Warrants issued in connection with debt financing | 199,100 | 199,100 | ||||
Warrants issued as compensation | 2,029,990 | 2,029,990 | ||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 16,036 | 44,409,488 | (44,321,887) | 193,638 | |
Ending balance, shares at Mar. 31, 2021 | 1,000 | 30 | 160,419,488 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 16,036 | 42,015,874 | (41,730,801) | 301,110 | |
Beginning balance, shares at Dec. 31, 2020 | 1,000 | 20 | 160,419,488 | |||
Net loss | (4,311,757) | |||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 16,476 | 45,924,008 | (46,042,558) | (102,073) | |
Ending balance, shares at Jun. 30, 2021 | 1,000 | 30 | 164,829,300 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 16,036 | 44,409,488 | (44,321,887) | 193,638 | |
Beginning balance, shares at Mar. 31, 2021 | 1,000 | 30 | 160,419,488 | |||
Net loss | (1,810,671) | (1,810,671) | ||||
Warrants issued in connection with debt conversion | 962,176 | |||||
Warrants issued as compensation | 200,000 | 200,000 | ||||
Common stock and warrants issued for cash | $ 241 | 192,759 | 193,000 | |||
Common stock and warrants issued for cash, shares | 2,412,500 | |||||
Common stock issued in connection with debt conversions and accrued interest | $ 199 | 159,585 | 159,784 | |||
Common stock issued in connection with debt conversions and accrued interest, shares | 1,997,312 | |||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 16,476 | 45,924,008 | (46,042,558) | (102,073) | |
Ending balance, shares at Jun. 30, 2021 | 1,000 | 30 | 164,829,300 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 17,133 | 46,828,644 | (47,558,308) | (712,530) | |
Beginning balance, shares at Dec. 31, 2021 | 1,000 | 27 | 171,398,834 | |||
Preferred stock issued for services | 106,940 | 106,940 | ||||
Preferred stock issued for services, shares | 8 | |||||
Warrants issued in connection with debt exchange | 225,000 | 225,000 | ||||
Shares and warrants issued for cash | $ 138 | 109,862 | 110,000 | |||
Shares and warrants issued for cash, shares | 1,375,000 | |||||
Shares issued for service | $ 110 | 108,490 | 108,600 | |||
Shares issued for service, shares | 1,100,000 | |||||
Net loss | (1,084,213) | (1,084,213) | ||||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 17,381 | 47,378,936 | (48,642,521) | (1,246,203) | |
Ending balance, shares at Mar. 31, 2022 | 1,000 | 35 | 173,873,834 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 17,133 | 46,828,644 | (47,558,308) | (712,530) | |
Beginning balance, shares at Dec. 31, 2021 | 1,000 | 27 | 171,398,834 | |||
Shares issued for service | 174,974 | |||||
Shares issued for service, shares | 1,825,000 | |||||
Net loss | (1,984,651) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1 | $ 17,608 | 47,757,893 | (49,542,959) | (1,767,457) | |
Ending balance, shares at Jun. 30, 2022 | 1,000 | 32 | 176,147,535 | |||
Beginning balance, value at Mar. 31, 2022 | $ 1 | $ 17,381 | 47,378,936 | (48,642,521) | (1,246,203) | |
Beginning balance, shares at Mar. 31, 2022 | 1,000 | 35 | 173,873,834 | |||
Net loss | (900,438) | (900,438) | ||||
Common stock and warrants issued for services | $ 182 | 174,792 | 174,974 | |||
Common stock and warrants issued for services, shares | 1,825,000 | |||||
Conversion series B preferred stock to common stock | $ 45 | 45 | ||||
Conversion series B preferred stock to common stock, shares | (3) | 448,701 | ||||
Warrants issued in connection with debt conversion | 204,165 | 204,165 | ||||
Ending balance, value at Jun. 30, 2022 | $ 1 | $ 17,608 | $ 47,757,893 | $ (49,542,959) | $ (1,767,457) | |
Ending balance, shares at Jun. 30, 2022 | 1,000 | 32 | 176,147,535 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,984,651) | $ (4,311,757) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income from debt forgiveness | (244,700) | |
Depreciation | 24,696 | 26,924 |
Warrants issued in connection with finance costs | 429,165 | 962,176 |
Stock-based compensation | 390,515 | 2,394,514 |
Amortization of debt discount | 153,165 | 180,509 |
Amortization of right of use asset | 88,918 | 103,617 |
Amortization of intangible asset | 24,094 | 32,484 |
Amortization of license | 97,223 | |
Bad debt | (11,800) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 23,996 | 81,238 |
Inventories | (43,448) | (19,245) |
Prepaid expenses | 27,497 | |
Accounts payable | (34,778) | 92,865 |
Accrued expenses | 233,664 | 192,300 |
Deferred revenue | (28,296) | (12,700) |
Operating lease liabilities | (91,333) | (107,681) |
Net Cash Used in Operating Activities | (701,373) | (629,456) |
INVESTING ACTIVITIES | ||
Purchase of license | (500,000) | |
Purchase of investment | (225,000) | |
Net Cash Used in Investing Activities | (725,000) | |
FINANCING ACTIVITIES | ||
Proceeds from SBA financing | 243,275 | |
Proceeds from debt issuances | 223,750 | 215,000 |
Common stock and warrants issued for cash | 110,000 | 193,000 |
Payments on finance leases | (9,646) | (9,906) |
Repayments of debt | (86,500) | |
Proceeds from revenue share agreements | 1,110,000 | |
Payments on revenue share agreements | (5,198) | |
Net Cash Provided by Financing Activities | 1,342,406 | 641,369 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (83,967) | 11,913 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 135,769 | 742 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 51,802 | 12,655 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||
Debt and accrued interest converted to equity | 38,055 | 159,784 |
Warrants issued for the issuance of debt | 429,165 | 199,100 |
Right of use asset addition under ASC 842 | 209,044 | |
Operating lease liabilities under ASC 842 | 209,044 | |
Debt and accrued interest exchanged for revenue share agreement | $ 457,700 |
NATURE OF OPERATIONS AND CONSOL
NATURE OF OPERATIONS AND CONSOLIDATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND CONSOLIDATION | NOTE 1 - NATURE OF OPERATIONS AND CONSOLIDATION NutraLife BioSciences, Inc. (“We” or the “Company”) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. Our products are sold to private label distributers who sell the products we manufacture under their own brand name as well as under our own brand name. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, from which the accompanying condensed consolidated balance sheet dated December 31, 2021 was derived. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending March 31, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2021, the Company Adopted ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” using a modified retrospective approach which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash and cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents as of June 30, 2022 consisted of a money market account. Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES June 30, 2022 December 31, 2021 Raw Materials $ 70,831 $ 60,630 Finished Goods 281,951 248,704 Inventories $ 352,782 $ 309,334 Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s condensed consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s condensed consolidated balance sheets. No Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the three and six months ended June 30, 2022 and 2021. Income Taxes The Company recorded no the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE June 30,2022 June 30,2021 (Shares) (Shares) Warrants 78,978,575 82,499,848 Series B Preferred Stock 4,786,144 4,487,010 Convertible notes payable, and accrued interest 7,760,001 6,013,466 Antidilutive Securities 91,524,720 93,000,324 Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. All transactions with related parties are in the normal course of operations and are measured at the exchange amount. See note 8 for further details. Leases The Company accounts for leases under FASB ASU 2016-02, “Leases” (ASC 842) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. As permitted by ASC 842, the Company elected the adoption date of January 1, 2019, which is the initial date of application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of June 30, 2022, the Company has two finance leases and two operating leases. Under the ASC 842, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises of the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. Cost Investments The Company accounts for investments using the cost method of accounting if the Company’s ownership in the investee is less than 20% and the Company cannot exert any substantial influence over the management and operations of the investee and the investment has no easily determinable fair value. The investment is therefore held at historical cost on the condensed consolidated balance sheet. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of June 30, 2022, the Company believes the carrying value of its cost method investments were recoverable in all material respects. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of $ 1,984,651 49,500,000 In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in China, and began to spread around the world in early 2020. In reaction to decreased supply of and increased demand for sanitizer products, the Company shifted its manufacturing to produce sanitizer products. The Company’s other business operations have been impacted negatively by COVID-19 due to government restrictions and the overall adverse effect on the global economy. The Company expects COVID-19 to continue to negatively impact its operating results and its ability to obtain financing. The Company is currently in the process of raising capital to complete and finalize the build-out of its facility in Deerfield Beach for the purpose of consolidating its operations. The structure of the capital raise is currently in development. The Company is continuing its path to profitability through increased business development, marketing and sales of the Company’s multiple lines of topical, ingestible and skincare health and wellness products. In January 2022, the Company entered into a license and ownership agreement in an effort to expand its sales and customer base. Refer to Note 6 for details. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET A summary of property and equipment is as follows: SUMMARY OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2021 Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (559,922 ) (535,226 ) Property and equipment,net $ 2,240,500 $ 2,265,196 Depreciation expense for the three months ended June 30, 2022 and 2021, totaled $ 12,348 12,994 Depreciation expense for the six months ended June 30, 2022 and 2021 totaled $ 24,696 26,924 |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET, NET | NOTE 5 – INTANGIBLE ASSET, NET In February 2019, the Company acquired certain intellectual property consisting of patent rights. The aggregate purchase price paid in connection with the patent purchase was $ 714,640 130,000 3,300,000 0.177 584,640 Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter. 265,500 265,500 8 7,852 16,242 24,094 32,484 213,584 189,490 NOTE 5 – INTANGIBLE ASSET, NET, Continued SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2022 (remainder of year) $ 15,704 2023 31,407 2024 31,407 2025 31,407 2026 31,407 Thereafter 94,224 Estimated Amortization Expense $ 235,556 There is no License The acquired license is amortized over its estimated useful life of three years. Amortization expense for the three months ended June 30, 2022 totaled $ 41,667 97,223 SCHEDULE OF ESTIMATE ANNUAL AMORTIZATION EXPENSE 2022 (Remainder of year) $ 83,332 2023 166,667 2024 152,778 Estimated Amortization Expense $ 402,777 |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENTS | NOTE 6 – INVESTMENTS Distribution Agreement On November 2, 2020 in connection with a manufacturing, distribution and sales agreement with a third party distributor (the “Distributor”), the Company issued 12.5 250 1,000 On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $ 4.00 1 250,000 4.00 1 250,000 As of June 30, 2022 and December 31, 2021, the Company was entitled to 3,831,169 The Company determined to initially value the convertible preferred stock investment using the Black-Scholes option pricing model using the following inputs: stock price: $ 4.00 4.00 one year 0.13% The Company made this investment to realize strategic benefits for its business, rather than to generate income or capital gains. Because the Company owns less than 20% The investment balance as of June 30, 2022 and December 31, 2021 was $ 383,326 no Investment and License In November 2021, the Company negotiated terms of a non-exclusive sub-license agreement with a third party (the “Party”) whereby the Party will grant the Company a limited, non-exclusive authority to purchase, distribute, market, make, and sell products in which the Party has authorized the Company to produce on a case-by-case basis, for a period of three years from the effective date of the definitive agreement. In exchange for the license, the Company agreed to pay $ 450,000 20% 225,000 6,000,000 225,000 675,000 In January 2022, the Company entered into a definitive agreement with the Party. The definitive agreement defined an initial term of three years from December 30, 2021, with options to renew. The Company made additional payments to the Party in January in the amount of $ 725,000 1,400,000 500,000 900,000 During the period ended June 30, 2022, the Company received $ 11,550 5,198 The Company made this investment to realize strategic benefits for its business, rather than to generate income or capital gains. Because the Company owns less than 20% The investment balance as of June 30, 2022 was $ 900,000 no |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES A summary of accrued expenses is as follows: SCHEDULE OF ACCRUED EXPENSES June 30, 2022 December 31, 2021 (Unaudited) Officer – Bonus $ 661,500 $ 540,500 Accrued Expenses – Other 47,590 30,912 Accrued Interest – Related Parties 177,304 148,552 Accrued Interest 234,127 230,203 Accrued Rent 23,935 - Other Current Liabilities 106,300 93,724 Accrued expenses $ 1,250,756 $ 1,043,891 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes Payable During the six month period ended June 30, 2022, the Company received proceeds aggregating $ 218,750 due dates in February through May 2024. 10 22 21,450 During the sixth month period ended June 30, 2022 the Company entered into a Note Exchange Agreement with one of its noteholders whereby the noteholder exchanged his promissory notes into 475,688 30,000 8,055 38,055 1,902,752 0.08 two years 114,165 two years 146.4 zero 2.5 During the quarter ended June 30, 2022, one of the notes and related accrued interest was exchanged for a revenue share agreement pursuant to a Note Exchange Agreement. See Note 9 for further information. Convertible Note Payable to Shareholder In June 2019, the Company entered into an Investment Agreement that included a secured convertible 5.75 1,000,000 1.00 Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years In addition to the collateral, the note is secured by a Pledge Agreement from a related party that included a mortgage lien on certain real property as additional collateral. The collateral processors are not yet in service. Therefore, revenue generated from them and the related royalties due cannot be estimated at this time and will be expensed as incurred in the future. The Company is currently in default of this note, however, the parties are in negotiation to reach settlement terms. Debt Discounts Total amortization associated with all debt discounts was $ 57,983 153,165 116,178 180,509 |
REVENUE SHARE AGREEMENTS
REVENUE SHARE AGREEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Share Agreements | |
REVENUE SHARE AGREEMENTS | NOTE 9 – REVENUE SHARE AGREEMENTS During the year ended December 31, 2021, the Company entered into two revenue share agreements with third party investors (“Investors”) and received an aggregate of $ 725,000 During the six month period ended June 30, 2022, the Company entered into seven Note Exchange Agreements with its noteholders whereby the noteholders exchanged their promissory notes into revenue share agreements. The amounts exchanged were an aggregate of $ 457,000 35,340 492,340 1,110,000 The proceeds are non-refundable. In exchange, the Investors are entitled to a percentage of revenue collected by the Company as a result of its investments, ranging from 0.05% to 50% until the Investors’ proceeds are repaid, and 0.03% to 30% thereafter. An aggregate of 5,250,000 0.08 two years 315,000 two years 146.4 zero 2.5 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY During the quarter ended March 31, 2022, the Company issued 1,100,000 108,600 During the quarter ended March 31, 2022, the Company issued 1,375,000 1,375,000 110,000 0.08 During the quarter ended June 30, 2022, the Company issued 1,825,000 174,974 Preferred Stock The Company’s board of directors is authorized to issue, at any time, without further stockholder approval, up to 10,000 Series A Preferred Stock (“Series A Preferred”) On November 30, 2012, the board of directors of the Company created Series A Preferred. The Series A Preferred has the following rights and preferences: 1. The shares are not entitled to dividends or liquidation preferences. 2. Each share has voting rights equal to 500,000 shares of the Company’s common stock. 3. So long as Series A Preferred shares are outstanding, the Company cannot take certain actions (as defined in the certificate of designation) without the consent of the holders of 100% of the Series A Preferred shares. On November 30, 2012, Edgar Ward, the Company’s President, CEO, and director, was granted 1,000 1,000 1,000 As of June 30, 2022 and March 31, 2022, 1,000 Series B Convertible Preferred Stock (“Series B Preferred”) On September 30, 2020, the Company designated 110 149,567 4.99 In March, 2022, the Company issued 8 106,940 In April 2022, a shareholder converted three shares of Series B Preferred stock into 448,701 As of June 30, 2022 and December 31, 2021, 32 27 Subsequent Issuances In August 2022, the Company issued 475,688 38,055 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
LEASES | NOTE 11 – LEASES In conjunction with the guidance for leases, as defined by the FASB with ASU 2016-02, Leases The Company leases their office and warehouse facilities located in in Coconut Creek, Florida under a non-cancelable operating lease agreement. In January 2022, the lease term has been renewed for three years expire in February 2025. In June 2017, the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 As of June 2022, the Company rents office and warehouse space located in Onalaska, Wisconsin, on a month-to-month basis for $ 2,589 In addition to rent, the Company pays certain insurance, maintenance, and other costs related to its leased spaces. As of December 31, 2021, in the condensed consolidated balance sheet, the Company has recorded right-of-use assets of $ 449,155 492,798 141,911 As of June 30, 2022, in the condensed consolidated balance sheet, the Company has right-of-use assets of $ 569,281 610,509 211,374 NOTE 11 – LEASES, Continued The weighted average remaining lease term is 32 10 The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the condensed consolidated balance sheet as of June 30, 2022. SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 (remainder of year) $ 129,000 2023 267,000 2024 275,000 2025 47,000 Total undiscounted future minimum lease payments 718,000 Less: amount representing imputed interest (107,000 ) Operating lease liability $ 611,000 Supplemental cash flow information related to leases is as follows, for the six months ended June 30, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 178,869 $ 252,648 Lease expense for the operating leases was $ 89,564 87,695 185,704 188,495 Finance Leases: The Company has acquired certain equipment under agreements that are classified as finance leases. The cost of the equipment under finance leases is included in the balance sheet as property and equipment. The finance lease equipment was approximately $ 110,000 14,704 12,786 Minimum lease payments required by these finance leases are as follows: Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS 2022 (remainder of year) $ 7,000 2023 2,100 Total undiscounted future minimum lease payments 9,100 Less: amount representing interest (471 ) Less: current portion 8,629 Present value of minimum lease payments, net of current portion $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. Litigations applicable to the Company are discussed as follows. Ortiz v. the Company 5,000 Hamilton v. the Company: 150,000 Native American Partners v. the Company |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In July and August 2022 the company issued promissory notes payable whereby the company received aggregate proceeds totaling $ 220,000 |
DISCLOSURE OF PRIOR PERIOD FINA
DISCLOSURE OF PRIOR PERIOD FINANCIAL STATEMENT CHANGES | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
DISCLOSURE OF PRIOR PERIOD FINANCIAL STATEMENT CHANGES | NOTE 14 - DISCLOSURE OF PRIOR PERIOD FINANCIAL STATEMENT CHANGES The Company recorded additional finance costs of $ 962,176 The following tables illustrate the change and financial impact on the various line items impacted on the unaudited condensed consolidated financial statements as of June 30, 2021and for the three and six months ended June 30, 2021, as follows: Unaudited Condensed Consolidated Balance Sheet as of June 30, 2021 and Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Three and six Months Ended June 30, 2021 SCHEDULE OF CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Reported Adjustment As Corrected Three Months and Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Additional paid-in-capital 44,961,832 962,176 45,924,008 Accumulated deficit (45,080,382 ) (962,176 ) (46,042,558 ) Unaudited Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Three Months Ended June 30, 2021 As Reported Adjustment As Corrected Finance costs (178,274 ) (962,176 ) (1,140,450 ) Total other income (expense) (157,566 ) (962,176 ) (1,119,742 ) Loss before income taxes (848,495 ) (962,176 ) (1,810,671 ) Net loss (848,495 ) (962,176 ) (1,810,671 ) Net loss per weighted average common share - basic and diluted (0.01 ) - (0.01 ) As Reported Adjustment As Corrected Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Finance costs (298,202 ) (962,176 ) (1,260,378 ) Total other income (expense) (31,504 ) (962,176 ) (993,680 ) Loss before income taxes (3,349,581 ) (962,176 ) (4,311,757 ) Net loss (3,349,581 ) (962,176 ) (4,311,757 ) Net loss per weighted average common share - basic and diluted (0.02 ) (0.01 ) (0.03 ) |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, from which the accompanying condensed consolidated balance sheet dated December 31, 2021 was derived. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates”, which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending March 31, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Effective January 1, 2021, the Company Adopted ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” using a modified retrospective approach which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and cash Equivalents | Cash and cash Equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents as of June 30, 2022 consisted of a money market account. |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES June 30, 2022 December 31, 2021 Raw Materials $ 70,831 $ 60,630 Finished Goods 281,951 248,704 Inventories $ 352,782 $ 309,334 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 |
Property and Equipment | Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s condensed consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s condensed consolidated balance sheets. No |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the three and six months ended June 30, 2022 and 2021. |
Income Taxes | Income Taxes The Company recorded no the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. |
Net Loss Per Share | Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE June 30,2022 June 30,2021 (Shares) (Shares) Warrants 78,978,575 82,499,848 Series B Preferred Stock 4,786,144 4,487,010 Convertible notes payable, and accrued interest 7,760,001 6,013,466 Antidilutive Securities 91,524,720 93,000,324 |
Related Party Transactions | Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. All transactions with related parties are in the normal course of operations and are measured at the exchange amount. See note 8 for further details. |
Leases | Leases The Company accounts for leases under FASB ASU 2016-02, “Leases” (ASC 842) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. As permitted by ASC 842, the Company elected the adoption date of January 1, 2019, which is the initial date of application. As a result, the consolidated balance sheet prior to January 1, 2019 was not restated. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of June 30, 2022, the Company has two finance leases and two operating leases. Under the ASC 842, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises of the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. |
Intangible Asset | Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. |
Cost Investments | Cost Investments The Company accounts for investments using the cost method of accounting if the Company’s ownership in the investee is less than 20% and the Company cannot exert any substantial influence over the management and operations of the investee and the investment has no easily determinable fair value. The investment is therefore held at historical cost on the condensed consolidated balance sheet. The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. As of June 30, 2022, the Company believes the carrying value of its cost method investments were recoverable in all material respects. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INVENTORIES | SCHEDULE OF INVENTORIES June 30, 2022 December 31, 2021 Raw Materials $ 70,831 $ 60,630 Finished Goods 281,951 248,704 Inventories $ 352,782 $ 309,334 |
SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE | SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE June 30,2022 June 30,2021 (Shares) (Shares) Warrants 78,978,575 82,499,848 Series B Preferred Stock 4,786,144 4,487,010 Convertible notes payable, and accrued interest 7,760,001 6,013,466 Antidilutive Securities 91,524,720 93,000,324 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | A summary of property and equipment is as follows: SUMMARY OF PROPERTY AND EQUIPMENT June 30, 2022 December 31, 2021 Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (559,922 ) (535,226 ) Property and equipment,net $ 2,240,500 $ 2,265,196 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2022 (remainder of year) $ 15,704 2023 31,407 2024 31,407 2025 31,407 2026 31,407 Thereafter 94,224 Estimated Amortization Expense $ 235,556 |
SCHEDULE OF ESTIMATE ANNUAL AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATE ANNUAL AMORTIZATION EXPENSE 2022 (Remainder of year) $ 83,332 2023 166,667 2024 152,778 Estimated Amortization Expense $ 402,777 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | A summary of accrued expenses is as follows: SCHEDULE OF ACCRUED EXPENSES June 30, 2022 December 31, 2021 (Unaudited) Officer – Bonus $ 661,500 $ 540,500 Accrued Expenses – Other 47,590 30,912 Accrued Interest – Related Parties 177,304 148,552 Accrued Interest 234,127 230,203 Accrued Rent 23,935 - Other Current Liabilities 106,300 93,724 Accrued expenses $ 1,250,756 $ 1,043,891 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases | |
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the condensed consolidated balance sheet as of June 30, 2022. SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2022 (remainder of year) $ 129,000 2023 267,000 2024 275,000 2025 47,000 Total undiscounted future minimum lease payments 718,000 Less: amount representing imputed interest (107,000 ) Operating lease liability $ 611,000 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases is as follows, for the six months ended June 30, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities $ 178,869 $ 252,648 |
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS 2022 (remainder of year) $ 7,000 2023 2,100 Total undiscounted future minimum lease payments 9,100 Less: amount representing interest (471 ) Less: current portion 8,629 Present value of minimum lease payments, net of current portion $ - |
DISCLOSURE OF PRIOR PERIOD FI_2
DISCLOSURE OF PRIOR PERIOD FINANCIAL STATEMENT CHANGES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS | Unaudited Condensed Consolidated Balance Sheet as of June 30, 2021 and Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Three and six Months Ended June 30, 2021 SCHEDULE OF CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Reported Adjustment As Corrected Three Months and Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Additional paid-in-capital 44,961,832 962,176 45,924,008 Accumulated deficit (45,080,382 ) (962,176 ) (46,042,558 ) Unaudited Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Three Months Ended June 30, 2021 As Reported Adjustment As Corrected Finance costs (178,274 ) (962,176 ) (1,140,450 ) Total other income (expense) (157,566 ) (962,176 ) (1,119,742 ) Loss before income taxes (848,495 ) (962,176 ) (1,810,671 ) Net loss (848,495 ) (962,176 ) (1,810,671 ) Net loss per weighted average common share - basic and diluted (0.01 ) - (0.01 ) As Reported Adjustment As Corrected Six Months Ended June 30, 2021 As Reported Adjustment As Corrected Finance costs (298,202 ) (962,176 ) (1,260,378 ) Total other income (expense) (31,504 ) (962,176 ) (993,680 ) Loss before income taxes (3,349,581 ) (962,176 ) (4,311,757 ) Net loss (3,349,581 ) (962,176 ) (4,311,757 ) Net loss per weighted average common share - basic and diluted (0.02 ) (0.01 ) (0.03 ) |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 70,831 | $ 60,630 |
Finished Goods | 281,951 | 248,704 |
Inventories | $ 352,782 | $ 309,334 |
SCHEDULE OF ANTI-DILUTIVE EXCLU
SCHEDULE OF ANTI-DILUTIVE EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 91,524,720 | 93,000,324 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 78,978,575 | 82,499,848 |
Convertible Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 4,786,144 | 4,487,010 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 7,760,001 | 6,013,466 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | ||
Asset impairment charges | 0 | $ 0 | 0 | $ 0 | |
Income tax expense | |||||
Income tax description | the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ 900,438 | $ 1,084,213 | $ 1,810,671 | $ 2,501,086 | $ 1,984,651 | $ 4,311,757 | |
Retained Earnings (Accumulated Deficit) | $ 49,542,959 | $ 46,042,558 | $ 49,542,959 | $ 46,042,558 | $ 47,558,308 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,800,422 | $ 2,800,422 |
Less: accumulated depreciation | (559,922) | (535,226) |
Property and equipment,net | 2,240,500 | 2,265,196 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,959,694 | 1,959,694 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 840,728 | $ 840,728 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 12,348 | $ 12,994 | $ 24,696 | $ 26,924 |
SCHEDULE OF ESTIMATE AMORTIZATI
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE (Details) - Patents [Member] | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 (remainder of year) | $ 15,704 |
2023 | 31,407 |
2024 | 31,407 |
2025 | 31,407 |
2026 | 31,407 |
Thereafter | 94,224 |
Estimated Amortization Expense | $ 235,556 |
SCHEDULE OF ESTIMATE ANNUAL AMO
SCHEDULE OF ESTIMATE ANNUAL AMORTIZATION EXPENSE (Details) - Licensing Agreements [Member] | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2022 (Remainder of year) | $ 83,332 |
2023 | 166,667 |
2024 | 152,778 |
Estimated Amortization Expense | $ 402,777 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Liability for stock to be issued | $ 265,500 | $ 265,500 | ||||
Decreased in intangible asset | 265,500 | |||||
Amortization expense | 7,852 | $ 16,242 | 24,094 | $ 32,484 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 213,584 | 213,584 | $ 189,490 | |||
Asset Impairment Charges | 0 | $ 0 | 0 | $ 0 | ||
License [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 41,667 | $ 97,223 | ||||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Patent purchase price | $ 714,640 | |||||
Cash | $ 130,000 | |||||
Remaining useful life | 8 years | |||||
Patents [Member] | Common Stock [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock issued during period, shares, purchase of assets | 3,300,000 | |||||
Shares issued, price per share | $ 0.177 | |||||
Stock issued during period, value, purchase of assets | $ 584,640 | |||||
Issuance of shares description | Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter. |
INVESTMENTS (Details Narrative)
INVESTMENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 02, 2020 USD ($) $ / shares shares | Apr. 30, 2022 shares | Nov. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Investment | $ 1,283,326 | $ 1,283,326 | $ 383,326 | ||||
Impairments | 0 | ||||||
Revenue share agreements payable | 5,198 | 5,198 | |||||
Distribution Agreement [Member] | |||||||
Investment | 383,326 | 383,326 | 383,326 | ||||
Impairments | 0 | ||||||
Distribution Agreement [Member] | Investment and License [Member] | |||||||
Investment | 900,000 | 900,000 | |||||
License Agreement [Member] | |||||||
Investment | $ 11,550 | 11,550 | 675,000 | ||||
License royalty fee | $ 450,000 | ||||||
License fees | $ 225,000 | 725,000 | |||||
Payments for participation liabilities | 1,400,000 | ||||||
License Agreement [Member] | Equity [Member] | |||||||
Payments for participation liabilities | 900,000 | ||||||
License Agreement [Member] | License [Member] | |||||||
Payments for participation liabilities | $ 500,000 | ||||||
License Agreement [Member] | Maximum [Member] | |||||||
Investment | $ 6,000,000 | ||||||
Investment and License [Member] | |||||||
Equity method investment, ownership percentage | 20% | 20% | |||||
Investment and License [Member] | License Agreement [Member] | |||||||
Percentage of license royalty fee | 20% | ||||||
Common Stock [Member] | |||||||
Common stock, shares | shares | 1,375,000 | ||||||
Stock issued during period, shares, conversion of convertible securities | shares | 448,701 | 448,701 | |||||
Convertible Preferred Stock [Member] | |||||||
Stock price | $ / shares | $ 4 | ||||||
Exercise price | $ / shares | $ 4 | ||||||
Convertible Preferred Stock [Member] | Measurement Input, Expected Term [Member] | |||||||
Measurement inputs expected term | 1 year | ||||||
Convertible Preferred Stock [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Measurement input risk free interest rate | 0.13 | ||||||
Distributor [Member] | |||||||
Common stock, shares | shares | 12,500,000 | ||||||
Distributor [Member] | Common Stock [Member] | |||||||
Common stock, shares | shares | 250,000 | 3,831,169 | 3,831,169 | ||||
Issuance of shares description | On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $4.00, the Distributor will provide the Company its common stock valued at $1 million, less 250,000 common shares, for no additional consideration. On the one-year anniversary of closing, if the share price of the Distributor is less than $4.00, the Distributor will provide the Company its common stock valued at $1 million, less 250,000 shares, less the number of shares provided on the 181st day anniversary, for no additional consideration. | ||||||
Stock price | $ / shares | $ 4 | ||||||
Stock issued during period, value | $ 1,000,000 | ||||||
Distributor [Member] | Common Stock [Member] | One Year Anniversary [Member] | |||||||
Common stock, shares | shares | 250,000 | ||||||
Stock price | $ / shares | $ 4 | ||||||
Stock issued during period, value | $ 1,000,000 | ||||||
Distributor [Member] | Convertible Preferred Stock [Member] | |||||||
Common stock, shares | shares | 250 | ||||||
Stock issued during period, shares, conversion of convertible securities | shares | 1,000 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Officer – Bonus | $ 661,500 | $ 540,500 |
Accrued Expenses – Other | 47,590 | 30,912 |
Accrued Interest – Related Parties | 177,304 | 148,552 |
Accrued Interest | 234,127 | 230,203 |
Accrued Rent | 23,935 | |
Other Current Liabilities | 106,300 | 93,724 |
Accrued expenses | $ 1,250,756 | $ 1,043,891 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Proceeds from notes payable | $ 243,275 | |||||
Debt conversion converted instrument amount | 38,055 | 159,784 | ||||
Notes payable to shareholders | $ 1,000,000 | 1,000,000 | $ 1,000,000 | |||
Amortization of debt discount | $ 57,983 | $ 116,178 | $ 153,165 | $ 180,509 | ||
Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants term | 2 years | 2 years | ||||
Measurement Input, Option Volatility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrant measurement inputs | 1.464 | 1.464 | ||||
Measurement Input, Expected Dividend Payment [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrant measurement inputs | 0 | 0 | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrant measurement inputs | 0.025 | 0.025 | ||||
Note Exchange Agreement [Member] | Promissory Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt conversion converted instrument shares | 475,688 | |||||
Face amount | $ 30,000 | $ 30,000 | ||||
Debt principal accrued interest | 8,055 | |||||
Debt conversion converted instrument amount | $ 38,055 | |||||
Number of warrants issued | 1,902,752 | 1,902,752 | ||||
Warrant exercise price | $ 0.08 | $ 0.08 | ||||
Warrants term | 2 years | 2 years | ||||
Warrants and rights outstanding | $ 114,165 | $ 114,165 | ||||
Multiple Short Term Promissory Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from notes payable | $ 218,750 | |||||
Debt instrument, maturity date, description | due dates in February through May 2024. | |||||
Original issue of discount | $ 21,450 | $ 21,450 | ||||
Multiple Short Term Promissory Notes Payable [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 10% | 10% | ||||
Multiple Short Term Promissory Notes Payable [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 22% | 22% | ||||
Secured Convertible 5.75% Promissory Note Payable [Member] | Investment Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest rate | 5.75% | |||||
Notes payable to shareholders | $ 1,000,000 | |||||
Common stock share price | $ 1 | |||||
Debt description | Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years |
REVENUE SHARE AGREEMENTS (Detai
REVENUE SHARE AGREEMENTS (Details Narrative) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds for revenue share agreements | $ 1,110,000 | ||
Measurement Input, Expected Term [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrants term | 2 years | ||
Measurement Input, Option Volatility [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate | 1.464 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate | 0 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Interest rate | 0.025 | ||
Warrant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of warrants issued | shares | 5,250,000 | ||
Warrant exercise price per share | $ / shares | $ 0.08 | ||
Warrants term | 2 years | ||
Value of warrants issued | $ 315,000 | ||
Two Revenue Share Agreement [Member] | Third Party Investors [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares received, value | $ 725,000 | ||
Debt description | In exchange, the Investors are entitled to a percentage of revenue collected by the Company as a result of its investments, ranging from 0.05% to 50% until the Investors’ proceeds are repaid, and 0.03% to 30% thereafter. | ||
Seven Note Exchange Agreement [Member] | Third Party Investors [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt principal amount | 457,000 | ||
Debt principal accrued interest | 35,340 | ||
Aggregate principal and accrued interest amount | $ 492,340 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Nov. 30, 2012 | Aug. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, value | $ 108,600 | $ 174,974 | |||||||
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | ||||||
Stock issued during period value conversion of convertible securities | $ 45 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Equity ownership percentage | 4.99% | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during the period, shares | 1,375,000 | ||||||||
Stock issued during period, value | $ 110,000 | ||||||||
Exercise price | $ 0.08 | $ 0.08 | |||||||
Preferred Stock [Member] | Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | |||||||
Series A Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock voting rights | Each share has voting rights equal to 500,000 shares of the Company’s common stock. | ||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | ||||
Series A Preferred Stock [Member] | Edgar Ward [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during the period, shares | 1,000 | ||||||||
Stock issued during period, value | $ 1,000 | ||||||||
Preferred stock, redemption amount | $ 1,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 110 | ||||||||
Convertible preferred stock shares issued | 149,567 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares outstanding | 32 | 32 | 27 | ||||||
Series B Preferred Stock [Member] | Three Consultants [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during the period, shares | 8 | ||||||||
Value of shares issued as compensation for consultants | $ 106,940 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares | 1,100,000 | 1,825,000 | |||||||
Common stock, value | $ 110 | ||||||||
Stock issued during the period, shares | 1,375,000 | ||||||||
Stock issued during period shares conversion of convertible securities | 448,701 | 448,701 | |||||||
Stock issued during period value conversion of convertible securities | $ 45 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | Promissory Note [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during period shares conversion of convertible securities | 475,688 | ||||||||
Stock issued during period value conversion of convertible securities | $ 38,055 |
SCHEDULE OF OPERATING LEASES UN
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 (remainder of year) | $ 129,000 | |
2023 | 267,000 | |
2024 | 275,000 | |
2025 | 47,000 | |
Total undiscounted future minimum lease payments | 718,000 | |
Less: amount representing imputed interest | (107,000) | |
Operating lease liability | $ 610,509 | $ 492,798 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 178,869 | $ 252,648 |
SCHEDULE OF FINANCE LEASES UNDI
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 (remainder of year) | $ 7,000 | |
2023 | 2,100 | |
Total undiscounted future minimum lease payments | 9,100 | |
Less: amount representing interest | (471) | |
Less: current portion | 8,629 | $ 17,161 |
Present value of minimum lease payments, net of current portion | $ 1,114 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2022 | Jun. 30, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating lease, right-of-use asset | $ 569,281 | $ 569,281 | $ 449,155 | ||||
Operating lease liability | 610,509 | 610,509 | 492,798 | ||||
Operating lease, current liability | $ 211,374 | $ 211,374 | 141,911 | ||||
Weighted average remaining lease term | 32 months | 32 months | |||||
Weighted average discount rate | 10% | 10% | |||||
Operating lease expense | $ 89,564 | $ 87,695 | $ 185,704 | $ 188,495 | |||
Finance lease equipment | 110,000 | 110,000 | 110,000 | ||||
Finance lease equipment, accumulated depreciation | $ 14,704 | 14,704 | $ 12,786 | ||||
Office And Warehouse [Member] | |||||||
Rental expense | $ 2,589 | ||||||
Coconut Creek, Florida [Member] | |||||||
Operating lease renewal term | 3 years | ||||||
Operating lease expiration description | expire in February 2025. | ||||||
Deerfield Beach, Florida [Member] | |||||||
Description of operating lease | the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 months beginning on January 1, 2018 and calls for yearly 3% increases to base rent, with monthly payments that commenced in March 2018. | ||||||
Lessee, operating lease, term of contract | 86 months |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Contingency principal amount | $ 150,000 |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Contingency principal amount | $ 5,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 2 Months Ended | 6 Months Ended | |
Aug. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||
Proceeds from notes payable | $ 243,275 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from notes payable | $ 220,000 |
SCHEDULE OF CORRECTIONS AND PRI
SCHEDULE OF CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Additional paid-in-capital | $ 47,757,893 | $ 45,924,008 | $ 47,757,893 | $ 45,924,008 | $ 46,828,644 | ||
Accumulated deficit | (49,542,959) | (46,042,558) | (49,542,959) | (46,042,558) | $ (47,558,308) | ||
Finance costs | (305,197) | (1,140,450) | (660,580) | (1,260,378) | |||
Total other income (expense) | (250,200) | (1,119,742) | (605,966) | (993,680) | |||
Loss before income taxes | (900,438) | (1,810,671) | (1,984,651) | (4,311,757) | |||
Net loss | $ (900,438) | $ (1,084,213) | $ (1,810,671) | $ (2,501,086) | $ (1,984,651) | $ (4,311,757) | |
Net loss per weighted average common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.03) | |||
Previously Reported [Member] | |||||||
Additional paid-in-capital | $ 44,961,832 | $ 44,961,832 | |||||
Accumulated deficit | (45,080,382) | (45,080,382) | |||||
Finance costs | (178,274) | (298,202) | |||||
Total other income (expense) | (157,566) | (31,504) | |||||
Loss before income taxes | (848,495) | (3,349,581) | |||||
Net loss | $ (848,495) | $ (3,349,581) | |||||
Net loss per weighted average common share - basic and diluted | $ (0.01) | $ (0.02) | |||||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||||||
Additional paid-in-capital | $ 962,176 | $ 962,176 | |||||
Accumulated deficit | (962,176) | (962,176) | |||||
Finance costs | (962,176) | (962,176) | |||||
Total other income (expense) | (962,176) | (962,176) | |||||
Loss before income taxes | (962,176) | (962,176) | |||||
Net loss | $ (962,176) | $ (962,176) | |||||
Net loss per weighted average common share - basic and diluted | $ (0.01) |
DISCLOSURE OF PRIOR PERIOD FI_3
DISCLOSURE OF PRIOR PERIOD FINANCIAL STATEMENT CHANGES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Equity [Abstract] | ||
Additional finance costs | $ 962,176 | $ 962,176 |