Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2021 |
Entity Registrant Name | Applied UV, Inc. |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 9,402,669 |
Entity Central Index Key | 0001811109 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Entity Current Reporting Status | Yes |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-39480 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 8,909,592 | $ 11,757,930 |
Vendor deposit | 6,733 | 40,800 |
Accounts receivable, net of allowance for doubtful accounts | 875,888 | 232,986 |
Inventory | 321,516 | 156,290 |
Note receivable, related party | 500,000 | 0 |
Prepaid expense and other current assets | 956,285 | 158,498 |
Total Current Assets | 11,570,014 | 12,346,504 |
Machinery and equipment, net of accumulated depreciation | 273,779 | 112,804 |
Goodwill | 2,728,279 | 0 |
Other intangible assets, net of accumulated amortization | 5,073,100 | 0 |
Right of use asset | 500,486 | 481,425 |
Patents, net of accumulated amortization | 190,059 | 178,088 |
Total Assets | 20,335,717 | 13,118,821 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,650,265 | 1,398,073 |
Income tax payable | 173,716 | 173,716 |
Warrant liability | 446,525 | 0 |
Capital lease obligations-current portion | 6,648 | 6,648 |
Lease liability-current | 158,577 | 139,908 |
Payroll protection program loan | 296,827 | 69,927 |
Notes payable | 67,500 | 67,500 |
Deferred revenue | 1,154,606 | 841,636 |
Total Current Liabilities | 3,954,664 | 2,697,408 |
Long-term Liabilities | ||
Capital lease obligations - less current portion | 6,646 | 8,240 |
Note payable-less current portion | 90,000 | 90,000 |
Lease liability-less current portion | 341,909 | 341,517 |
Payroll protection program loan-less current portion | 0 | 226,900 |
Total Long-Term Liabilities | 438,555 | 666,657 |
Total Liabilities | 4,393,219 | 3,364,065 |
Stockholders' Equity | ||
Common stock $.0001 par value, 150,000,000 shares authorized; 9,402,669 shares issued and outstanding as of March 31, 2021, and 7,945,034 shares issued and outstanding as of December 31, 2020 | 940 | 795 |
Preferred stock, $0.0001 par value, 990,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 19,193,599 | 11,973,051 |
Retained earnings (Deficit) | (3,252,042) | (2,219,091) |
Total Stockholders' Equity (Deficit) | 15,942,498 | 9,754,756 |
Total Liabilities and Stockholders' Equity (Deficit) | 20,335,717 | 13,118,821 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 990,000 shares authorized, no shares issued and outstanding | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 9,402,669 | 7,945,034 |
Common stock, shares outstanding | 9,402,669 | 7,945,034 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 990,000 | 990,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 2,000 | 2,000 |
Preferred stock, shares outstanding | 2,000 | 2,000 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net Sales | $ 2,312,615 | $ 1,471,634 |
Cost of Goods Sold | 1,388,349 | 1,161,813 |
Gross Profit | 924,266 | 309,821 |
Operating Expenses | ||
Research and development | 43,645 | 0 |
Stock based compensation | 210,741 | 0 |
Selling. General and Administrative Expenses | 1,390,776 | 388,198 |
Total Operating Expenses | 1,645,162 | 388,198 |
Operating (Loss) Income | (720,896) | (78,377) |
Other Expense | ||
Change in Fair Market Value of Warrant Liability | (311,400) | 0 |
Other Expense | (655) | 0 |
Total Other Expense | (312,055) | 0 |
Loss Before Provision for Income Taxes | (1,032,951) | (78,377) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (1,032,951) | $ (78,377) |
Basic and Diluted Loss Per Common Share | $ (0.11) | $ (0.02) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Balance at the beginning at Dec. 31, 2019 | $ 1 | $ 500 | $ 1,149,719 | $ 1,150,220 | |
Balance at the beginning (in shares) at Dec. 31, 2019 | 2,000 | 5,001,252 | |||
Net loss | (78,377) | (78,377) | |||
Balance at the end at Mar. 31, 2020 | $ 1 | $ 500 | 1,071,342 | 1,071,843 | |
Balance at the end (in shares) at Mar. 31, 2020 | 2,000 | 5,001,252 | |||
Balance at the beginning at Dec. 31, 2020 | $ 1 | $ 795 | 11,973,051 | (2,219,091) | 9,754,756 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 2,000 | 7,945,034 | |||
Settlement of liability to be settled in stock | 21,420 | 21,420 | |||
Settlement of liability to be settled in stock (in shares) | 3,000 | ||||
Creation of warrant liability | (135,125) | (135,125) | |||
Exercise of warrants | $ 2 | 1,155 | 1,157 | ||
Exercise of warrants (in shares) | 17,135 | ||||
Common stock issued for acquisition | $ 137 | 7,122,363 | 7,122,500 | ||
Common stock issued for acquisition (in shares) | 1,375,000 | ||||
Stock-based compensation | $ 6 | 210,735 | 210,741 | ||
Stock-based compensation (in shares) | 62,500 | ||||
Net loss | (1,032,951) | (1,032,951) | |||
Balance at the end at Mar. 31, 2021 | $ 1 | $ 940 | $ 19,193,599 | $ (3,252,042) | $ 15,942,498 |
Balance at the end (in shares) at Mar. 31, 2021 | 2,000 | 9,402,669 |
Consolidated Interim Consolidat
Consolidated Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from Operating Activities | ||
Net Loss | $ (1,032,951) | $ (78,377) |
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities | ||
Stock based compensation | 210,741 | 0 |
Bad debt expense (recovery) | (73,895) | 0 |
Change in fair market value of warrant liability | 311,400 | 0 |
Depreciation and amortization | 100,109 | 2,173 |
Changes in Assets and Liabilities | ||
(Increase) decrease in accounts receivable | (335,766) | 965,883 |
Decrease (increase) in inventories | 45,880 | (21,452) |
Decrease (increase) in vendor deposits | 8,767 | (126,350) |
(Increase) in prepaid expenses | (486,997) | (52,351) |
(Decrease) in accounts payable and accrued expenses | (141,729) | (78,103) |
(Decrease) increase in deferred revenue | (178,732) | 202,006 |
Total Adjustments | (540,222) | 891,806 |
Net Cash Provided by (Used in) Operating Activities | (1,573,173) | 813,429 |
Cash Flows From Investing Activities | ||
Cash paid for patent costs | (14,435) | 0 |
Purchase of machinery and equipment | 0 | (98,244) |
Cash paid for acquisition; net of cash acquired | (760,293) | 0 |
Note receivable, related party | (500,000) | 0 |
Net Cash Used in Investing Activities | (1,274,728) | (98,244) |
Cash Flows From Financing Activities | ||
Payments on capital leases | (1,594) | 0 |
Proceeds from warrant exercise | 1,157 | 0 |
Loan from (to) officer | 0 | (32,734) |
Net Cash (Used In) Financing Activities | (437) | (32,734) |
Net Increase in Cash and equivalents | (2,848,338) | 682,451 |
Cash and equivalents at January 1, | 11,757,930 | 1,029,936 |
Cash and equivalents at March 31, | 8,909,592 | 1,712,387 |
Cash paid during the year for: | ||
Interest | 573 | 0 |
Supplemental Non-Cash Items | ||
Initial recognition of warrant liability | 135,125 | 0 |
Reclassification from liability to be settled in stock to additional paid in capital | 21,420 | 0 |
Fair market value of stock granted in connection with acquisition | $ 7,122,500 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business In March 2019, Applied UV, Inc. (the "Company") was formed and incorporated in the State of Delaware for the intended purpose of creating a legal holding company structure for SteriLumen, Inc. and Munn Works, LLC and any future potential mergers or acquisitions. The then-existing shareholders and members of SteriLumen, Inc. and Munn Works, LLC exchanged all their interest for shares of Applied UV, Inc. with substantially similar economic voting interests for each shareholder immediately before and after the share exchange. As a result of the share exchange, SteriLumen, Inc. and Munn Works, LLC became wholly-owned subsidiaries of Applied UV, Inc and, collectively referred to as (the "Company"). SteriLumen, Inc. is engaged in the design, manufacture, assembly and distribution of automated disinfecting mirror systems for use in hospitals and other healthcare facilities. The Company was incorporated in the State of New York in December of 2016 and is headquartered in Mount Vernon, New York. Munn Works, LLC is engaged in the manufacture of fine mirrors specifically for the hospitality industry. In February of 2021, the Company acquired all the assets of Akida Holdings, LLC. Akida is the manufacturer of the Airocide™ system of air purification technologies, originally developed by NASA with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst that may help to accelerate the reopening of the global economy with applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings and retail sectors. The Airocide™ system has been used by brands such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. See Note 2. Basis of Presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed of the Company for the annual period ended December 31, 2020. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year then ended. The consolidated financial statements include the accounts of Applied UV, Inc., Munn Works, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies. Cash Cash includes cash on hand. Cash equivalents consist of highly liquid debt instruments purchased with an original maturity of three months or less. As of March 31, 2021 and December 31, 2020 there were no cash equivalents. At times, cash deposits inclusive of restricted cash may exceed FDIC-insured limits. Inventory Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. Inventory is comprised of raw materials that are purchased on the initial start date of a specific project and are capitalized using the percentage of completion method of accounting. We amortize these costs to the associated contract proportion with our percentage of completion on the contract, calculated using a cost-based input method. Capitalized costs are considered impaired when the net contract cost asset plus future costs to complete the contract are less than the remaining revenue to be recognized under the contract. When capitalized costs are impaired, we record a charge to the impairment, impairment charges cannot be reversed. As of March 31, 2021 and December 31, 2020 no impairment charges were recorded and management has determined that an excess and obsolete reserve is not required. Business Acquisition Accounting The Company applies the acquisition method of accounting for business acquisitions. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business acquisitions. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. Income Taxes The Company files income tax returns using the accrual basis of accounting. Income taxes are accounted for under the asset and liability method. Current income taxes are based on the year's income taxable for federal and state tax reporting purposes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Derivative Instruments The Company evaluates its warrants to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. If the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company marks to market the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the statements of operations. The Company utilizes the Black-Scholes valuation model to value the derivative warrants. Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, other receivables, loans receivable, receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers approximate fair value because of the immediate or short-term maturity of the financial instruments. Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three months ended March 31, 2021 and 2020 because their inclusion would have been antidilutive. As of March 31, 2021 2020 Common stock equivalents Common stock options 446,314 — Common stock warrants 217,960 — Total 664,274 — Stock- Based Compensation The Company accounts for its stock-based compensation awards in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 718 ("ASC"), Compensation-Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock and modifications to existing stock options, to be recognized in the statements of operations based on their fair values. Advertising Advertising costs consist primarily of online search advertising and placement, trade shows, advertising fees, and other promotional expenses. Advertising costs are expensed as incurred and are included in sales and marketing on the unaudited condensed consolidated statements of operations. Advertising expense for the three months ended March 31, 2021 and 2020 was $28,176 and $18,417, respectively. Patent Costs We capitalize costs consisting principally of outside legal costs and filing fees related to obtaining patents. We amortize patent costs over the useful life of the patent which is typically 20 years, beginning with the date the U.S. Patent and Trademark Office, or foreign equivalent, issues the patent. As of March 31, 2021 and December 31, 2020, capitalized patent costs net of accumulated amortization was $190,059 and $178,088, respectively. For the three months ended March 31, 2021 and 2020, we recorded $2,464 and $0, respectively, of amortization expense for these patents. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Revenue Recognition The Company recognizes revenue when the performance obligations in the client contract has been achieved. A performance obligation is a contractual promise to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. To achieve this core principal, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation For projects, that are completed within our own facility, we design, manufacture and sell custom mirrors for hotels and hospitals through contractual agreements. These sales require us to deliver our products within three to six months from commencement of order acceptance. We recognize revenue over time by using the input method based on costs incurred as it depicts our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed price contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Incurred costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Contract material costs are included in incurred costs when the project materials have been purchased or moved to work in process as required by the project’s engineering design. Cost based input methods of revenue recognition require us to make estimates of costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the projects, including materials, labor and other system costs. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and can be reasonably estimated. Deferred Revenue represents amounts billed in excess of revenues and profits recognized. Total deferred revenue from the input method of accounting was $84,400 and $233,080 as of March 31, 2021 and December 31, 2020, respectively. Revenues and profits recognized in excess of amounts billed typically does not occur as we will not perform any work in excess of the amount we bill to our customers. Revenue Recognition (Continued) Each product or service delivered to a third-party customer that is manufactured by a third-party vendor is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. These sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as Cost of Sales. We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing. We typically pay our vendors a portion of the total cost up front and the remaining balance is accrued for and paid within 30 to 60 days of when the products are shipped from the third-party warehouse. Deferred revenue represents amounts invoiced or deposits received from our customer for which we have not yet satisfied our performance obligation. Deferred revenue generated from third party manufacturers was $614,780 and $608,576 as of March 31, 2021 and December 31, 2020, respectively. Vendor payments are capitalized until completion of the project and are recorded as vendor deposits. As of March 31, 2021 and December 31, 2020, the vendor deposit balance was $6,733 and $40,800, respectively. In February of 2021, the Company acquired all assets of Akida Holdings, LLC. The company applied the five-step model to the sales of Akida Holdings, LLC's Airocide products. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide air sterilization units to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation (delivery of Airocide products), as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. Accordingly, the Company recognizes revenues (net) at a point in time when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product by the Company or upon customer pick-up via third party common carrier The Company offers a product warranty providing customers with one (1) year of coverage for parts and labor. The Company has contract liabilities or deferred revenue which represents cash deposits received from customer for which we have not satisfied our performance obligation. For the three months ended March 31, 2021, the Company recognized $744,273 in revenue from the sale of our Airocide system. Revenue to consumer and commercial customers for the three months ended March 31, 2021 was $184,187 and $560,086, respectively. Deferred revenue related to future sales of our Airocide system was $455,426 as of March 31, 2021. As of March 31, 2021 and December 31, 2020, total deferred revenue was $1,154,606 and $841,636. At December 31, 2020, $701,900 of the deferred revenue amount was recognized as revenue during the three months ended March 31, 2021. For the three months ended March 31, 2021, the Company generated revenues of $1,869,078 at a point in time and $443,537 over time. For the three months ended March 31, 2020, the Company generated revenues of $892,236 at a point in time and $579,398 over time. Warranty Costs The Company typically provides warranty on its products. The Company accrues for the estimated warranty costs at the time when revenue is recognized. The warranty accruals are regularly monitored by management based upon historical experience and any specifically identified failures. While the Company engages in extensive product quality assessment, actual product failure rates, material usage or service delivery costs could differ from estimates and revisions to the estimated warranty liability would be required. There was no warranty accrual as of March 31, 2021 and December 31, 2020, respectively. Subsequent Events Evaluation Date The Company evaluated the events and transactions subsequent to the March 31, 2021 balance sheet date, in accordance with ASC 855-10-50, "Subsequent Events", through May 17, 2021, which is the date the consolidated financial statements were available to be issued. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the potential impact of this standard on our consolidated financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITION | NOTE 2 – BUSINESS ACQUISITION Business acquisitions are accounted for under the purchase method of accounting in accordance with ASC 805. The results of operations of the acquired businesses since the date of acquisition are included in the unaudited condensed consolidated financial statements of the Company for the three months ended March 31, 2021. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their preliminary estimated fair values as of the date of acquisition, as determined by management. The purchase price allocations are preliminary and a final determination of purchase accounting adjustments, which may be material, will be made upon the finalization of the Company’s integration activities, which are expected to be completed during the year ended December 31, 2021. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from the acquisitions described below can be attributed to several business factors including, but not limited to, cost synergies expected to be realized and a trained technical workforce. On February 8, 2021 Applied UV, Inc. (the “Company”), entered into an asset purchase agreement (the “APA”) by and among the Company, SteriLumen, Inc., a New York corporation and wholly-owned subsidiary of the Company (the “Purchaser”), on the one hand, and Akida Holdings LLC, a Florida limited liability company (the “Seller”), and the Seller’s members, Simba Partners, LLC, JJH Holdings, LLC and Fakhruddin Holdings FZC on the other pursuant to which the Purchaser acquired substantially all of the assets of the Seller and assumed certain of its current liabilities and contract obligations, as set forth in the APA (the “Acquisition”). In the Acquisition, the Purchaser acquired all of the Seller’s assets and was assigned of its contacts related to the manufacturer and sale of the Airocide™ system of air purification technologies, originally developed by NASA with assistance from the University of Wisconsin at Madison, that uses a combination of UV-C and a proprietary, titanium dioxide-based photocatalyst that has applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings, and retail sectors. On February 8, 2021 (the “Closing Date”) the transactions contemplated by the APA were completed. On the Closing Date, the Seller received, as consideration for the Acquisition, the purchase price consisting of (i) $901,275 in cash; and (ii) 1,375,000 shares of the Company’s common stock, par value $0.0001 per share (the “Acquisition Shares”). The preliminary purchase price and purchase price allocation as of the acquisition completion date follows: The following sets forth the components of the purchase price: Purchase Price: Cash $ 901,275 Fair market value of common stock issued 7,122,500 Total Purchase Price 8,023,775 Assets Acquired: Cash 140,982 Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Intangible assets 5,163,000 Total Assets Acquired: 6,202,539 Liabilities assumed Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,295,496 Excess Purchase Price $ 2,728,279 The excess purchase price has been recorded as goodwill in the amount of approximately $2,728,279. The estimated useful life of the identifiable intangible assets is three to seven years. The goodwill is not amortizable for tax purposes. The following table provides unaudited pro forma results for the three months ended March 31, 2021 and 2020, as if the Asset Purchase Agreement consummated on January 1, 2020. The pro forma results of operations were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the Asset Purchase Agreement been made as of January 1, 2020 or results that may occur in the future. 2021 2020 Net Sales $ 2,618,139 $ 2,303,796 Net income (loss) (1,159,602 ) (10,818 ) Net income (loss) per common share, basic and diluted (0.13 ) 0.00 |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of raw materials and finished goods of $187,817 and $133,699, respectively, at March 31, 2021. Inventory consists of raw materials of $156,290 at December 31, 2020. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment are summarized by major classifications as follows: March 31, December 31, 2021 2020 Machinery and Equipment $ 229,804 $ 61,083 Leasehold Improvements 60,223 60,223 Furniture and Fixtures 33,385 33,385 323,412 154,691 Less: Accumulated Depreciation (49,633 ) (41,887 ) $ 273,779 $ 112,804 Depreciation expense, including amortization of assets under capital leases, for the three months ended March 31, 2021 and 2020 was $7,745 and $2,163, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets as of March 31, 2021 and December 31, 2020 consists of the following: March 31, December 31, 2021 2020 Intangible assets subject to amortization Customer Relationship $ 539,000 $ — Trade Names 1,156,000 — Technology 3,468,000 — 5,163,000 — Less: Accumulated Depreciation (89,900 ) — $ 5,073,100 $ — During the three months ended March 31, 2021 and 2020, the Company recorded total amortization expense related to intangible assets of $89,900 and $0, respectively. The useful lives of tradenames and technology is 10 years and the useful life of customer relationships is 7 years. |
CAPITAL LEASE OBLIGATION
CAPITAL LEASE OBLIGATION | 3 Months Ended |
Mar. 31, 2021 | |
Capital Lease Obligations [Abstract] | |
CAPITAL LEASE OBLIGATION | NOTE 6 – CAPITAL LEASE OBLIGATION The Company's machinery under a capital lease, which is included in machinery and equipment is summarized as follows: March 31, December 31, 2021 2020 Machinery and Equipment $ 61,083 $ 61,083 61,083 61,083 Less: Accumulated Depreciation (30,375 ) (28,023 ) $ 30,708 $ 33,060 Future minimum principal and interest payments under the capital lease agreements as of March 31, 2021, are as follows: 2021 $ 6,648 2022 7,280 2023 253 Less: Amount representing interest (887 ) Present value of future minimum lease payments 13,294 Less: current portion (6,648 ) $ 6,646 |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7-– LOANS PAYABLE As part of a bankruptcy settlement that occurred in 2019, the Company was obligated to provide a third-party lender 8,000 shares of common stock in the Company (subject to certain transfer restrictions), in an amount which will have a public trading value within 24 months of at least $85,000. If the value of the stock does not reach $85,000 at the end of 24 months, the shareholders of the Company will provide the third party lender make-up stock to reach the value of $85,000 with a maximum amount of shares to be issued of 17,000 shares. As of March 31, 2021 and December 31, 2020, the company did not grant any stock to the lender and a liability of $85,000 remains outstanding in accounts payable and accrued expenses. In April of 2021, the two parties settled the amount in cash for $65,000 and a gain on settlement of $20,000 was recorded as other income. In June of 2018, the Company received advances from On Deck Capital in the amounts of $150,000. The June 2018 note matured in one year from the date of issuance and required 52 weekly payments of $3,605. As of December 31, 2018, the company made no repayments on this note and had an outstanding principal balance of $150,000. As part of the Chapter 11 Bankruptcy, the outstanding principal balance of $150,000 was reclassed to liabilities subject to compromise (note payable- pre-petition). Accrued interest on this note as of December 31, 2018 was $17,360 and an additional $20,140 was accrued for based on the proof of claim submitted by the note holder. These amounts were also reclassed to liabilities subject to compromise (accounts payable and accrued expenses- pre-petition). In 2019, the Company paid $18,750, which was 10% of the allowed proof of claim in the Chapter 11 Bankruptcy of $187,500. In addition, the Company was required to pay $157,500 in five payments in the amount of $30,000 per year, with an additional $7,500 in year two. The Company recognized a gain on extinguishments of $11,250 in relation to the settlement in the year ended December 31, 2019. As of March 31, 2021 and 2020, the company has an outstanding balance of $157,500, respectively. Minimum obligations under this loan agreement is as follows: For the year Ending December 31, 2021 $ 67,500 2022 30,000 2023 30,000 2024 30,000 $ 157,500 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY Reverse Stock Split In June of 2020, we effected a 5:1 reverse stock split (the “Reverse Stock Split”) by filing an amendment to the Company’s Amended and Restated Certificate Incorporation with the Delaware Secretary of State. The Reverse Stock Split combined every five shares of Common Stock issued and outstanding immediately prior to effecting the Reverse Stock Split into one share of Common Stock. As a result, the number of issued and outstanding shares of Common Stock was retroactively adjusted in the consolidated financial statements. 2020 Incentive Plan On March 31, 2020, the Company adopted the Applied UV, Inc. 2020 Omnibus Incentive Plan (the “Plan”) with 600,000 shares of common stock available for issuance under the terms of the Plan. The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other Awards. The objectives of the Plan are to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of Participants who make or are expected to make significant contributions to the Company’s success and to allow Participants to share in the success of the Company. From time to time, we may issue Incentive Awards pursuant to the Plan. Each of the awards will be evidenced by and issued under a written agreement. If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the Plan. The number of shares subject to the Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction. There are 463,250 shares available for future grants under the plans. The Company also granted an additional 309,564 options outside of the plan during the three months ended March 31, 2021. A summary of the Company’s option activity and related information follows: Number of Weighted-Average Exercise Price Options Outstanding at January 1, 2021 136,750 $ 4.97 Granted 309,564 $ 7.80 Expired/cancelled — Options Outstanding, March 31, 2021 446,314 $ 6.93 Options exercisable, March 31, 2021 44,099 $ 5.52 Share-based compensation expense for options totaling $20,516 was recognized in our results for the three months ended March 31, 2021 based on awards vested. There was no option activity during the three months ended March 31, 2020. As of March 31, 2021, the weighted average remaining life of the options outstanding was 9.91 years. The valuation methodology used to determine the fair value of the options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of several assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the options. Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life of the awards. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price. As of March 31, 2021, there was $1,220,467 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 3.2 year. The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2021 are set forth in the table below. 2021 Weighted average fair value of options granted $ 7.80 Risk-free interest rate 1.54 % Volatility 85 % Expected life (years) 10 Dividend yield 0.00 % Common Stock Warrants A summary of the Company’s warrant activity and related information follows: Number of Weighted-Average Exercise Price Warrants Outstanding at January 1, 2021 85,000 $ 5.00 Granted 150,095 $ 6.40 Exercised (41,926 ) Warrants Outstanding, March 31, 2021 193,169 $ 5.80 Warrants exercisable, March 31, 2021 193,169 $ 5.80 No Share-based compensation expense for warrants was recognized in our results for the three months ended March 31, 2021 based on awards vested. The warrants granted in 2021 were issued in connection with the August and November offerings. The warrants issued in connection with the November offering contained a cash settlement feature which resulted in a warrant liability of $446,525 as of March 31, 2021. The fair market value of the warrant liability on the date of grant was $135,125 and was recorded as a reduction of Additional Paid in Capital. For the three months ended March 31, 2021, the Company recorded a loss on the change in fair value of warrant liability in the amount of $311,400. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on date of grant of: (a) exercise price of $6.5625, (b) volatility rate of 49.5%, (c) discount rate of 0.26%, (d) term of five years, and (e) dividend rate of 0%. The Company valued the warrant using the Black-Scholes option pricing model with the following terms on March 31, 2021: (a) exercise price of $6.5625, (b) volatility rate of 68.89%, (c) discount rate of 0.36%, (d) term of 4.62 years, and (e) dividend rate of 0%. The valuation methodology used to determine the fair value of the warrants issued during the periods was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of several assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the warrants. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the warrants. Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices of these peer entities over a period equal to the expected life of the awards. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price. As of December 31, 2020, there was no unrecognized compensation expense related to unvested warrants granted under the Company’s share-based compensation plans. The weighted average fair value of warrants granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2021 are set forth in the table below. 2021 Weighted average fair value of options granted $ 1.87 Risk-free interest rate 0.26 % Volatility 49.43-50.12% Expected life (years) 5 Dividend yield 0.00 % On August 31, 2020, the Company closed its offering (the “August Offering”) in which it sold 1,000,000 common shares at a public offering price of $5.00 per share. In connection with the Offering, the Company (i) received $5,750,000 less underwriting fees of $517,500 and write-off capitalized IPO Costs in the amount of $341,145, resulting in net proceeds of $4,891,355. Additionally, the Company issued 167,794 shares to Carmel, Milazzo & Feil LLP for the Offering. Ross Carmel, a former member of the Company’s Board of Directors, who resigned on May 1, 2020, is a partner at the Firm. In addition, the underwriters were granted a 45-day option to purchase up to an additional 150,000 shares of Common Stock or any combination thereof, to cover over-allotments, if any (the “Over-Allotment Option”). The shares were offered and sold to the public pursuant to the Company’s registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission on August 26, 2020, as amended, which became effective on August 28, 2020. On November 13, 2020, the Company closed its second offering (the “November Offering”) in which it sold 1,401,905 common shares at a public offering price of $5.25 per share. In connection with the Offering, the Company (i) received $7,360,000 less underwriting fees of $625,600 and write-off of IPO Costs in the amount of $316,246, resulting in net proceeds of $6,418,155. Restricted Stock Awards We record compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and amortize the expense over the vesting period. In July of 2020, the company granted 230,083 restricted stock awards. Of these awards, 127,583 vests quarterly over an 18-month period with the first date of vesting being September 30, 2020. As of March 31, 2021, 63,792 of these restricted stock awards were vested. The fair market value of these awards was $5 per share and the company expensed $106,319 of stock-based compensation related to these awards during the three months ended March 31, 2021. On July 9, 2020, 62,500 restricted stock awards were granted. The restricted stock awards vest in full on January 1, 2021. As of March 31, 2020, all the restricted stock awards were vested. The fair market value of these awards was $5 per share. No expense was recorded related to these awards during the three months ended March 31, 2021. On July 9, 2020, 40,000 restricted stock awards were granted. The restricted stock awards vest evenly over a four-year period with the first vesting to occur on January 1, 2021. As of March 31, 2021, 2,500 of these restricted stock awards were vested. The fair market value of these awards was $5 per share and the company expensed $12,500 of stock-based compensation related to these awards during the three months ended March 31, 2021. On January 1, 2021, 62,500 restricted stock awards were granted. The restricted stock awards vest in full on January 1, 2022. As of March 31, 2020, none of the restricted stock awards were vested. The fair market value of these awards was $4.57 per share. $71,406 of expense was recorded related to these awards during the three months ended March 31, 2021. |
LEASING ARRANGEMENTS
LEASING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASING ARRANGEMENTS | NOTE 9 – LEASING ARRANGEMENTS As part of the adoption of ASU 2016-02, the Company elected the “package of expedients”, which permits the Company not to reassess under the new standard the Company’s prior conclusions about lease identification and initial direct costs. The Company did not elect the use-of hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. The Company has lease arrangements which are classified as short-term in nature. The Company has elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize Right of Use ("ROU") assets or lease liabilities. The Company determines whether an arrangement is a lease at inception. The Company has operating leases for office space and office equipment. The Company’s leases have remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years. The Company considered these options to extend in determining the lease term used to establish the Company’s right-of use assets and lease liabilities once reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate of 5% based on the information available at commencement date in determining the present value of lease payments. On February 7, 2014, the Company entered into a lease agreement in Mount Vernon, New York on a month to month basis. The monthly rent under this arrangement from January 1, 2018 through November 30, 2018 was $10,000 per month, from December 2018 through February 2019 was $11,150 per month. The Company then amended the lease for a term that commenced on April 1, 2019 and expire on the 31st day of March 2024 at a monthly rate of $13,400. In March of 2021, the Company obtained additional lease space and the agreement was amended to increase rent expense to $15,000 per month. Rent expense for the three months ended March 31, 2021 and 2020 was $41,800 and $40,200, respectively. The lease can be cancelled by either party with 150 days of written notice. Schedule maturities of operating lease liabilities outstanding as of March 31, 2021 are as follows: 2021 $ 135,000 2022 180,000 2023 180,000 2024 45,000 Total lease payments 540,000 Less: Imputed Interest (39,514 ) Present value of future minimum lease payments $ 500,486 Consistent with ASC 842-20-50-4, the Company calculated its total lease cost based solely on its monthly rent obligation. The Company had no cash flows arising from its lease, no finance lease cost, short term lease cost, or variable lease costs. Our lease does not produce any sublease income, or any net gain or loss recognized from sale and leaseback transactions. As a result, the Company did not need to segregate amounts between finance and operating leases for cash paid for amounts included in the measurement of lease liabilities, segregated between operating and financing cash flows; supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets; weighted-average calculations for the remaining lease term; or the weighted-average discount rate. |
PAYROLL PROTECTION PLAN LOAN
PAYROLL PROTECTION PLAN LOAN | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
PAYROLL PROTECTION PLAN LOAN | NOTE 10 - PAYROLL PROTECTION PROGRAM In April of 2020, the Company submitted a Paycheck Protection Program application to Chase Bank for a loan amount equal to $296,827. The amount was approved and the Company has received the funds. The Lender will have 90 days to review borrower’s forgiveness application and the SBA will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four-week period beginning on the date of first disbursement of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. Although the Company currently believes that its use of the PPP Loan will meet the conditions for forgiveness of the PPP Loan, the Company cannot assure that the PPP Loan will be forgiven, in whole or in part. Future maturities of the loan payable, if not forgiven, are as follows: Year ended 2021 $ 69,927 2022 69,927 2023 69,927 2024 69,927 2025 17,119 $ 296,827 |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
NOTE RECEIVABLE- RELATED PARTY | NOTE 11 - NOTE RECEIVABLE- RELATED PARTY In February of 2021, the Company entered into a note receivable agreement with a related party whereby the Company loaned $500,000. The loan matures on the earlier of (i) 180 days from the issuance date or (ii) the closing of the transactions set forth in a definitive acquisition entered between the lender and the borrower. In the event the loan is paid in full on or before the maturity date, there shall be no interest accrued or payable on the outstanding principal amount. The proceeds to the borrower will be exclusively used for the payment of audit fees related to 2020 and 2019 by a PCAOB auditing firm, transaction expenses related to the transactions contemplated by the letter of intent and a schedule of obligations to be provided upon request including any deferred compensation and personally guaranteed obligations in addition to research and development general working capital needs. If an acquisition occurs, the $500,000 will be applied against the total acquisition price. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 - SEGMENT REPORTING FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has two reportable segments: the design, manufacture, assembly and distribution of disinfecting systems for use in healthcare, hospitality, and commercial municipal and residential markets (disinfectant segment) and the manufacture of fine mirrors specifically for the hospitality industry (hospitality segment). The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, segment selling, general and administrative expenses, research and development costs and stock-based compensation. It does not include other charges (income), net and interest and other, net. For the three months ended March 31, 2021, the company generated and incurred $1,567,851 of net sales and $1,071,324 of cost of goods sold from the hospitality segment of our business. For the three months ended March 31, 2021, the company generated and incurred $744,764 of net sales and $317,025 of cost of goods sold from the disinfectant segment of our business. For the three months ended March 31, 2021, the hospitality segment of our business incurred $ For the three months ended March 31, 2021, all research and development costs was incurred from the disinfectant segment of our business. For the three months ended March 31, 2021, the hospitality segment of our business incurred $ For the three months ended March 31, 2020, all net sales and cost of goods sold was generated or incurred from the hospitality segment of our business. The hospitality segment of our business incurred $316,416 of selling, general and administrative expenses. The disinfectant segment of our business incurred $12,231 of selling, general and administrative expenses. As of March 31, 2021 and December 31, 2020 assets from the hospitality segment of our business was $1,266,576 and $12,665,779, respectively. As of March 31, 2021 and December 31, 2020, total assets from the disinfectant segment of our business was $10,198,741 and $463,042, respectively. As of March 31, 2021 and December 31, 2020, total assets allocated to our corporate segment was $8,870,401 and $0, respectively. As of March 31, 2021 and December 31, 2020, total liabilities from the hospitality segment of our business was $2,354,747 and $2,721,396, respectively. As of March 31, 2021 and December 31, 2020, total liabilities from the disinfectant segment of our business amounted to $1,591,947 and $642,669, respectively. As of March 31, 2021 and December 31, 2020, total liabilities allocated to our corporate segment was $446,525 and $0, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business In March 2019, Applied UV, Inc. (the "Company") was formed and incorporated in the State of Delaware for the intended purpose of creating a legal holding company structure for SteriLumen, Inc. and Munn Works, LLC and any future potential mergers or acquisitions. The then-existing shareholders and members of SteriLumen, Inc. and Munn Works, LLC exchanged all their interest for shares of Applied UV, Inc. with substantially similar economic voting interests for each shareholder immediately before and after the share exchange. As a result of the share exchange, SteriLumen, Inc. and Munn Works, LLC became wholly-owned subsidiaries of Applied UV, Inc and, collectively referred to as (the "Company"). SteriLumen, Inc. is engaged in the design, manufacture, assembly and distribution of automated disinfecting mirror systems for use in hospitals and other healthcare facilities. The Company was incorporated in the State of New York in December of 2016 and is headquartered in Mount Vernon, New York. Munn Works, LLC is engaged in the manufacture of fine mirrors specifically for the hospitality industry. In February of 2021, the Company acquired all the assets of Akida Holdings, LLC. Akida is the manufacturer of the Airocide™ system of air purification technologies, originally developed by NASA with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst that may help to accelerate the reopening of the global economy with applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings and retail sectors. The Airocide™ system has been used by brands such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. See Note 2. Basis of Presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed of the Company for the annual period ended December 31, 2020. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year then ended. The consolidated financial statements include the accounts of Applied UV, Inc., Munn Works, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. |
Basis of Presentation and principles of consolidation | Basis of Presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed of the Company for the annual period ended December 31, 2020. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year then ended. The consolidated financial statements include the accounts of Applied UV, Inc., Munn Works, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price, estimating the useful life of fixed assets and intangible assets, as well as the estimates related to accruals and contingencies. |
Cash | Cash Cash includes cash on hand. Cash equivalents consist of highly liquid debt instruments purchased with an original maturity of three months or less. As of March 31, 2021 and December 31, 2020 there were no cash equivalents. At times, cash deposits inclusive of restricted cash may exceed FDIC-insured limits. |
Inventory | Inventory Inventories are valued at the lower of cost or net realizable value using the first-in, first-out method. Inventory is comprised of raw materials that are purchased on the initial start date of a specific project and are capitalized using the percentage of completion method of accounting. We amortize these costs to the associated contract proportion with our percentage of completion on the contract, calculated using a cost-based input method. Capitalized costs are considered impaired when the net contract cost asset plus future costs to complete the contract are less than the remaining revenue to be recognized under the contract. When capitalized costs are impaired, we record a charge to the impairment, impairment charges cannot be reversed. As of March 31, 2021 and December 31, 2020 no impairment charges were recorded and management has determined that an excess and obsolete reserve is not required. |
Business Acquisition Accounting | Business Acquisition Accounting The Company applies the acquisition method of accounting for business acquisitions. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business acquisitions. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. |
Income Taxes | Income Taxes The Company files income tax returns using the accrual basis of accounting. Income taxes are accounted for under the asset and liability method. Current income taxes are based on the year's income taxable for federal and state tax reporting purposes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. |
Derivative Instruments | Derivative Instruments The Company evaluates its warrants to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. If the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current to correspond with its host instrument. The Company marks to market the fair value of the remaining embedded derivative warrants at each balance sheet date and records the change in the fair value of the remaining embedded derivative warrants as other income or expense in the statements of operations. The Company utilizes the Black-Scholes valuation model to value the derivative warrants. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, other receivables, loans receivable, receivables, prepaid expenses and other current assets, accounts payable and accrued expenses, and liabilities to customers approximate fair value because of the immediate or short-term maturity of the financial instruments. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is computed by dividing net income (loss) attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following securities were excluded from weighted average diluted common shares outstanding for the three months ended March 31, 2021 and 2020 because their inclusion would have been antidilutive. As of March 31, 2021 2020 Common stock equivalents Common stock options 446,314 — Common stock warrants 217,960 — Total 664,274 — |
Stock Based Compensation | Stock- Based Compensation The Company accounts for its stock-based compensation awards in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 718 ("ASC"), Compensation-Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock and modifications to existing stock options, to be recognized in the statements of operations based on their fair values. |
Advertising | Advertising Advertising costs consist primarily of online search advertising and placement, trade shows, advertising fees, and other promotional expenses. Advertising costs are expensed as incurred and are included in sales and marketing on the unaudited condensed consolidated statements of operations. Advertising expense for the three months ended March 31, 2021 and 2020 was $28,176 and $18,417, respectively. |
Patent Costs | Patent Costs We capitalize costs consisting principally of outside legal costs and filing fees related to obtaining patents. We amortize patent costs over the useful life of the patent which is typically 20 years, beginning with the date the U.S. Patent and Trademark Office, or foreign equivalent, issues the patent. As of March 31, 2021 and December 31, 2020, capitalized patent costs net of accumulated amortization was $190,059 and $178,088, respectively. For the three months ended March 31, 2021 and 2020, we recorded $2,464 and $0, respectively, of amortization expense for these patents. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the performance obligations in the client contract has been achieved. A performance obligation is a contractual promise to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. To achieve this core principal, the Company applies the following five steps: 1) Identify the contract with a customer 2) Identify the performance obligations in the contract 3) Determine the transaction price 4) Allocate the transaction price to performance obligations in the contract 5) Recognize revenue when or as the Company satisfies a performance obligation For projects, that are completed within our own facility, we design, manufacture and sell custom mirrors for hotels and hospitals through contractual agreements. These sales require us to deliver our products within three to six months from commencement of order acceptance. We recognize revenue over time by using the input method based on costs incurred as it depicts our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed price contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Incurred costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Contract material costs are included in incurred costs when the project materials have been purchased or moved to work in process as required by the project’s engineering design. Cost based input methods of revenue recognition require us to make estimates of costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the projects, including materials, labor and other system costs. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and can be reasonably estimated. Deferred Revenue represents amounts billed in excess of revenues and profits recognized. Total deferred revenue from the input method of accounting was $84,400 and $233,080 as of March 31, 2021 and December 31, 2020, respectively. Revenues and profits recognized in excess of amounts billed typically does not occur as we will not perform any work in excess of the amount we bill to our customers. Each product or service delivered to a third-party customer that is manufactured by a third-party vendor is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. These sales are shipped from the manufacturer to the customer without our taking physical inventory possession. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as Cost of Sales. We are the principal of direct sales because we control the inventory before it is transferred to our customers. Our control is evidenced by us being primarily responsible for fulfilling the promise to our customers, taking on inventory risk of returned product, and having discretion in establishing pricing. We typically pay our vendors a portion of the total cost up front and the remaining balance is accrued for and paid within 30 to 60 days of when the products are shipped from the third-party warehouse. Deferred revenue represents amounts invoiced or deposits received from our customer for which we have not yet satisfied our performance obligation. Deferred revenue generated from third party manufacturers was $614,780 and $608,576 as of March 31, 2021 and December 31, 2020, respectively. Vendor payments are capitalized until completion of the project and are recorded as vendor deposits. As of March 31, 2021 and December 31, 2020, the vendor deposit balance was $6,733 and $40,800, respectively. In February of 2021, the Company acquired all assets of Akida Holdings, LLC. The company applied the five-step model to the sales of Akida Holdings, LLC's Airocide products. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide air sterilization units to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation (delivery of Airocide products), as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct, as a result, the entire transaction price is allocated to this single performance obligation. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. Accordingly, the Company recognizes revenues (net) at a point in time when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product by the Company or upon customer pick-up via third party common carrier The Company offers a product warranty providing customers with one (1) year of coverage for parts and labor. The Company has contract liabilities or deferred revenue which represents cash deposits received from customer for which we have not satisfied our performance obligation. For the three months ended March 31, 2021, the Company recognized $744,273 in revenue from the sale of our Airocide system. Revenue to consumer and commercial customers for the three months ended March 31, 2021 was $184,187 and $560,086, respectively. Deferred revenue related to future sales of our Airocide system was $455,426 as of March 31, 2021. As of March 31, 2021 and December 31, 2020, total deferred revenue was $1,154,606 and $841,636. At December 31, 2020, $701,900 of the deferred revenue amount was recognized as revenue during the three months ended March 31, 2021. For the three months ended March 31, 2021, the Company generated revenues of $1,869,078 at a point in time and $443,537 over time. For the three months ended March 31, 2020, the Company generated revenues of $892,236 at a point in time and $579,398 over time. |
Warranty Costs | Warranty Costs The Company typically provides warranty on its products. The Company accrues for the estimated warranty costs at the time when revenue is recognized. The warranty accruals are regularly monitored by management based upon historical experience and any specifically identified failures. While the Company engages in extensive product quality assessment, actual product failure rates, material usage or service delivery costs could differ from estimates and revisions to the estimated warranty liability would be required. There was no warranty accrual as of March 31, 2021 and December 31, 2020, respectively. |
Subsequent Events Evaluation Date | Subsequent Events Evaluation Date The Company evaluated the events and transactions subsequent to the March 31, 2021 balance sheet date, in accordance with ASC 855-10-50, "Subsequent Events", through May 17, 2021, which is the date the consolidated financial statements were available to be issued. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the accompanying unaudited condensed consolidated financial statements. In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the potential impact of this standard on our consolidated financial statements. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from weighted average diluted common shares outstanding for the three months ended March 31, 2021 and 2020 because their inclusion would have been antidilutive. As of March 31, 2021 2020 Common stock equivalents Common stock options 446,314 — Common stock warrants 217,960 — Total 664,274 — |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The preliminary purchase price and purchase price allocation as of the acquisition completion date follows: The following sets forth the components of the purchase price: Purchase Price: Cash $ 901,275 Fair market value of common stock issued 7,122,500 Total Purchase Price 8,023,775 Assets Acquired: Cash 140,982 Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Intangible assets 5,163,000 Total Assets Acquired: 6,202,539 Liabilities assumed Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,295,496 Excess Purchase Price $ 2,728,279 |
Business Acquisition, Pro Forma Information | The following table provides unaudited pro forma results for the three months ended March 31, 2021 and 2020, as if the Asset Purchase Agreement consummated on January 1, 2020. The pro forma results of operations were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the Asset Purchase Agreement been made as of January 1, 2020 or results that may occur in the future. 2021 2020 Net Sales $ 2,618,139 $ 2,303,796 Net income (loss) (1,159,602 ) (10,818 ) Net income (loss) per common share, basic and diluted (0.13 ) 0.00 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment are summarized by major classifications as follows: March 31, December 31, 2021 2020 Machinery and Equipment $ 229,804 $ 61,083 Leasehold Improvements 60,223 60,223 Furniture and Fixtures 33,385 33,385 323,412 154,691 Less: Accumulated Depreciation (49,633 ) (41,887 ) $ 273,779 $ 112,804 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of March 31, 2021 and December 31, 2020 consists of the following: March 31, December 31, 2021 2020 Intangible assets subject to amortization Customer Relationship $ 539,000 $ — Trade Names 1,156,000 — Technology 3,468,000 — 5,163,000 — Less: Accumulated Depreciation (89,900 ) — $ 5,073,100 $ — |
CAPITAL LEASE OBLIGATION (Table
CAPITAL LEASE OBLIGATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Capital Lease Obligations [Abstract] | |
Schedule of machinery under capital lease | The Company's machinery under a capital lease, which is included in machinery and equipment is summarized as follows: March 31, December 31, 2021 2020 Machinery and Equipment $ 61,083 $ 61,083 61,083 61,083 Less: Accumulated Depreciation (30,375 ) (28,023 ) $ 30,708 $ 33,060 |
Schedule of future minimum principal and interest payments under capital lease arrangements | Future minimum principal and interest payments under the capital lease agreements as of March 31, 2021, are as follows: 2021 $ 6,648 2022 7,280 2023 253 Less: Amount representing interest (887 ) Present value of future minimum lease payments 13,294 Less: current portion (6,648 ) $ 6,646 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of minimum obligations under loan agreement | Minimum obligations under this loan agreement is as follows: For the year Ending December 31, 2021 $ 67,500 2022 30,000 2023 30,000 2024 30,000 $ 157,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the Company's option activity | A summary of the Company’s option activity and related information follows: Number of Weighted-Average Exercise Price Options Outstanding at January 1, 2021 136,750 $ 4.97 Granted 309,564 $ 7.80 Expired/cancelled — Options Outstanding, March 31, 2021 446,314 $ 6.93 Options exercisable, March 31, 2021 44,099 $ 5.52 |
Schedule of weighted average fair value of options granted, and the assumptions used in the Black-Scholes model | The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2021 are set forth in the table below. 2021 Weighted average fair value of options granted $ 7.80 Risk-free interest rate 1.54 % Volatility 85 % Expected life (years) 10 Dividend yield 0.00 % |
Schedule of the Company's warrant activity | A summary of the Company’s warrant activity and related information follows: Number of Weighted-Average Exercise Price Warrants Outstanding at January 1, 2021 85,000 $ 5.00 Granted 150,095 $ 6.40 Exercised (41,926 ) Warrants Outstanding, March 31, 2021 193,169 $ 5.80 Warrants exercisable, March 31, 2021 193,169 $ 5.80 |
Schedule of weighted average fair value of warrants granted, and the assumptions used in the Black-Scholes model | The weighted average fair value of warrants granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2021 are set forth in the table below. 2021 Weighted average fair value of options granted $ 1.87 Risk-free interest rate 0.26 % Volatility 49.43-50.12% Expected life (years) 5 Dividend yield 0.00 % |
LEASING ARRANGEMENTS (Tables)
LEASING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of maturities of operating lease liabilties | Schedule maturities of operating lease liabilities outstanding as of March 31, 2021 are as follows: 2021 $ 135,000 2022 180,000 2023 180,000 2024 45,000 Total lease payments 540,000 Less: Imputed Interest (39,514 ) Present value of future minimum lease payments $ 500,486 |
PAYROLL PROTECTION PLAN LOAN (T
PAYROLL PROTECTION PLAN LOAN (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future maturities of loan payable | Future maturities of the loan payable, if not forgiven, are as follows: Year ended 2021 $ 69,927 2022 69,927 2023 69,927 2024 69,927 2025 17,119 $ 296,827 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 664,274 | 0 |
Options [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 446,314 | 0 |
Warrants [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 217,960 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Impairment charges | $ 0 | 0 | |
Patent life | 20 years | ||
Patent costs | $ 190,059 | 178,088 | |
Amortization expense | 2,464 | $ 0 | |
Deferred revenue | 1,154,606 | 841,636 | |
Vendor deposit balance | 6,733 | 40,800 | |
Contract Liabilities (Deferred Revenue) | 1,154,606 | 841,636 | |
Recognized deferred revenue | 701,900 | ||
Warranty accrual | 0 | 0 | |
Advertising expense | 28,176 | 18,417 | |
Transferred At Point In Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,869,078 | 892,236 | |
Transferred Over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 443,537 | $ 579,398 | |
Airocide System [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 455,426 | ||
Revenues | 744,273 | ||
Consumer [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 184,187 | ||
Commercial Customers [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 560,086 | ||
Work Generated From Own Facility [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract Liabilities (Deferred Revenue) | 84,400 | 233,080 | |
Work Performed At Third Party Manufacturer [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Contract Liabilities (Deferred Revenue) | $ 614,780 | $ 608,576 |
BUSINESS ACQUISITION - Recogniz
BUSINESS ACQUISITION - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - SteriLumen [Member] | Feb. 08, 2021USD ($) |
Purchase Price: | |
Cash | $ 901,275 |
Fair market value of common stock issued | 7,122,500 |
Total Purchase Price | 8,023,775 |
Assets Acquired: | |
Cash | 140,982 |
Accounts receivable | 233,241 |
Inventory | 211,105 |
Prepaid expenses | 285,490 |
Machinery and equipment | 168,721 |
Intangible assets | 5,163,000 |
Total Assets Acquired: | 6,202,539 |
Liabilities assumed | |
Accounts payable | (415,341) |
Deferred revenue | (491,702) |
Total Liabilities Assumed | (907,043) |
Net Assets Acquired | 5,295,496 |
Excess Purchase Price | $ 2,728,279 |
BUSINESS ACQUISITION - Pro Form
BUSINESS ACQUISITION - Pro Forma Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Combinations [Abstract] | ||
Net Sales | $ 2,618,139 | $ 2,303,796 |
Net income (loss) | $ (1,159,602) | $ (10,818) |
Net income (loss) per common share, basic and diluted | $ (0.13) | $ 0 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | Feb. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.0001 | $ .0001 | |
SteriLumen [Member] | |||
Business acquisition, consideration transferred | $ 901,275 | ||
Business acquisition, shares issued | 1,375,000 | ||
Common stock, par value | $ 0.0001 | ||
Excess Purchase Price | $ 2,728,279 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory, raw materials | $ 187,817 | $ 156,290 |
Inventory, finished goods | $ 133,699 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 323,412 | $ 154,691 |
Less: Accumulated Depreciation | (49,633) | (41,887) |
Property and equipment, net | 273,779 | 112,804 |
Machinery And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 229,804 | 61,083 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 60,223 | 60,223 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 33,385 | $ 33,385 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 7,745 | $ 2,163 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible assets gross | $ 5,163,000 | $ 0 |
Less: Accumulated Depreciation | (89,900) | 0 |
Intangible assets net | 5,073,100 | 0 |
Customer Relationships [Member] | ||
Intangible assets gross | 539,000 | 0 |
Trade Names [Member] | ||
Intangible assets gross | 1,156,000 | 0 |
Technology [Member] | ||
Intangible assets gross | $ 3,468,000 | $ 0 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Amortization expense | $ 89,900 | $ 0 |
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Trade Names [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Technology [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years |
CAPITAL LEASE OBLIGATION - Mach
CAPITAL LEASE OBLIGATION - Machinery under capital lease (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Capital Lease Obligations [Abstract] | ||
Machinery and Equipment | $ 61,083 | $ 61,083 |
Less: Accumulated Depreciation | (30,375) | (30,375) |
Machinery And Equipment under capital lease | $ 30,708 | $ 30,708 |
CAPITAL LEASE OBLIGATION - Futu
CAPITAL LEASE OBLIGATION - Future minimum principal and interest payments under capital lease arrangements (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Capital Lease Obligations [Abstract] | ||
2021 | $ 6,648 | |
2022 | 7,280 | |
2023 | 253 | |
Less: Amount representing interest | (887) | |
Present value of future minimum lease payments | 13,294 | |
Less: current portion | (6,648) | |
Capital lease obligations | $ 6,646 | $ 8,240 |
LOANS PAYABLE - Minimum obligat
LOANS PAYABLE - Minimum obligations under this loan agreement (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 157,500 | $ 157,500 |
Loan agreement [Member] | ||
Debt Instrument [Line Items] | ||
2021 | 67,500 | |
2022 | 30,000 | |
2023 | 30,000 | |
2024 | 30,000 | |
Total | $ 157,500 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($)Integer | Mar. 31, 2020USD ($)Integershares | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Outstanding principal balance | $ 157,500 | $ 157,500 | |||
Repayments of debt | $ 157,500 | ||||
Number of equal installments | Integer | 5 | ||||
Amount paid in installment | $ 30,000 | ||||
Gain (Loss) on extinguishments | 11,250 | ||||
Additional accrued based on the proof of claim submitted | $ 20,140 | ||||
Amount of allowed proof of claim paid | $ 18,750 | ||||
Percentage of allowed proof of claim paid (as a percent) | 10.00% | ||||
Amount of proof of claim filed | $ 187,500 | ||||
Additional amount payable in year two | $ 7,500 | ||||
Third Party Lender [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of common stock issued during the period | shares | 8,000 | ||||
Period for shares to reach its minimum limit | 24 months | ||||
Minimum amount of shares | $ 85,000 | ||||
Maximum shares to be issued to bring value to its minimum limit | shares | 17,000 | ||||
Gain (Loss) on extinguishments | $ 20,000 | ||||
Accounts payable and accrued expenses | 65,000 | ||||
Notes Payable June 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding principal balance | 150,000 | ||||
Outstanding principal balance reclassified to liabilities subject to compromise | 150,000 | ||||
Repayments of debt | $ 18,750 | 0 | |||
Number of equal installments | Integer | 52 | ||||
Amount paid in installment | $ 3,605 | ||||
Maturity term | 1 year | ||||
Accrued interest | $ 17,360 | ||||
Notes Payable June 2018 [Member] | On Deck Capital [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from notes payable | $ 150,000 |
STOCKHOLDERS' EQUITY - Company'
STOCKHOLDERS' EQUITY - Company's Option Activity (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Options Outstanding at the beginning | 136,750 |
Granted | 309,564 |
Expired/cancelled | 0 |
Options Outstanding at the end | 446,314 |
Options exercisable at the end | 44,099 |
Weighted-Average Exercise Price | |
Options Outstanding at the beginning (in dollars per share) | $ / shares | $ 4.97 |
Granted (in dollars per share) | $ / shares | 7.8 |
Options Outstanding at the end (in dollars per share) | $ / shares | 6.93 |
Options exercisable at the end (in dollars per share) | $ / shares | $ 5.52 |
STOCKHOLDERS' EQUITY - Weighted
STOCKHOLDERS' EQUITY - Weighted average fair value of options granted, and the assumptions used in the Black-Scholes model (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Weighted average fair value of options granted | $ 7.8 |
Risk-free interest rate | 1.54% |
Volatility | 85.00% |
Expected life (years) | 10 years |
Dividend yield | 0.00% |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Warrant activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Options Outstanding at the beginning | 85,000 |
Granted | 150,095 |
Exercised | (41,926) |
Options Outstanding at the end | 193,169 |
Options exercisable at the end | 193,169 |
Weighted-Average Exercise Price | |
Options Outstanding at the beginning (in dollars per share) | $ / shares | $ 5 |
Granted (in dollars per share) | $ / shares | 6.40 |
Options Outstanding at the end (in dollars per share) | $ / shares | 5.80 |
Options exercisable at the end (in dollars per share) | $ / shares | $ 5.80 |
STOCKHOLDERS' EQUITY - Weight_2
STOCKHOLDERS' EQUITY - Weighted average fair value of warrants granted, and the assumptions used in the Black-Scholes model (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Measurement Input Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 1.87 |
Measurement Input Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.26 % |
Measurement Input Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 49.43-50.12% |
Measurement Input Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 5 |
Dividend Yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0.00 % |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Nov. 13, 2020 | Jul. 09, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Reverse stock split, description | We effected a 5:1 reverse stock split | |||||||
Stock based compensation | $ 210,741 | $ 0 | ||||||
Series A Preferred Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Preferred stock, voting right | Each holder of outstanding shares of Series A Preferred Stock shall be entitled to vote in an amount equal to 1,000 votes per share | |||||||
August Offering [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of common stock issued during the period | 1,000,000 | |||||||
Public offering price | $ 5 | |||||||
Gross proceeds from issuance | $ 5,750,000 | |||||||
Underwriting fees | 517,500 | |||||||
Write-off of capitalized IPO Costs | 341,145 | |||||||
Net proceeds from issuance | $ 4,891,355 | |||||||
Shares issued to Carmel, Milazzo & Feil LLP (in shares) | 167,794 | |||||||
Over Allotment Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Period for option to purchase additional shares of common stock | 45 days | |||||||
November Offering [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of common stock issued during the period | 1,401,905 | |||||||
Public offering price | $ 5.25 | |||||||
Gross proceeds from issuance | $ 7,360,000 | |||||||
Underwriting fees | 625,600 | |||||||
Write-off of capitalized IPO Costs | 316,246 | |||||||
Net proceeds from issuance | $ 6,418,155 | |||||||
Omnibus Incentive Plan [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of common stock issued during the period | 600,000 | |||||||
Shares available for future grants | 118,819 | 118,819 | ||||||
Outside Plan [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares available for future grants | 309,564 | 309,564 | ||||||
Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | 0 | |||||||
Warrant liability | 446,525 | |||||||
Fair market value of warrant liability | 135,125 | |||||||
Loss on change in fair value of warrant liability | $ (311,400) | |||||||
Exercise price | $ 6.5625 | |||||||
Volatility | 49.50% | |||||||
Discount rate | 0.26% | |||||||
Expected life (years) | 5 years | |||||||
Dividend yield | 0.00% | |||||||
Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Exercise price | $ 6.5625 | |||||||
Volatility | 68.89% | |||||||
Discount rate | 0.36% | |||||||
Expected life (years) | 4 years 7 months 13 days | |||||||
Dividend yield | 0.00% | |||||||
Options [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | $ 309,564 | |||||||
Weighted average remaining life option outstanding | 9 years 10 months 28 days | |||||||
Unrecognized share-based payment recognized period | 3 years 2 months 12 days | |||||||
Employee Stock Option [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Unrecognized compensation expense | $ 1,220,467 | |||||||
Volatility | 85.00% | |||||||
Expected life (years) | 10 years | |||||||
Dividend yield | 0.00% | |||||||
Restricted Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | $ 106,319 | |||||||
Restricted stock granted | 230,083 | |||||||
Restricted stock vested | 63,792 | |||||||
Share Price | $ 5 | |||||||
Restricted Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | $ 0 | |||||||
Restricted stock granted | 62,500 | |||||||
Restricted stock vested | 0 | |||||||
Share Price | $ 5 | |||||||
Restricted Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | $ 12,500 | |||||||
Restricted stock granted | 40,000 | |||||||
Restricted stock vested | 2,500 | |||||||
Share Price | $ 5 | |||||||
Restricted Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock based compensation | $ 71,406 | |||||||
Restricted stock vested | 0 | |||||||
Share Price | $ 4.57 |
LEASING ARRANGEMENTS - Maturiti
LEASING ARRANGEMENTS - Maturities of Operating lease laibilities (Details) | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 135,000 |
2022 | 180,000 |
2023 | 180,000 |
2024 | 45,000 |
Total lease payments | 540,000 |
Less: Imputed Interest | (39,514) |
Present value of future minimum lease payments | $ 500,486 |
LEASING ARRANGEMENTS (Details N
LEASING ARRANGEMENTS (Details Narrative) - USD ($) | Apr. 02, 2019 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 28, 2019 | Nov. 30, 2018 |
Leases [Abstract] | ||||||
Incremental borrowing rate | 5.00% | |||||
Monthly Rent | $ 13,400 | $ 15,000 | $ 11,150 | $ 10,000 | ||
Rent expense | $ 41,800 | $ 40,200 | ||||
Lease expiration date | Mar. 31, 2024 | |||||
Notice period to terminate lease | 150 days |
PAYROLL PROTECTION PLAN LOAN -
PAYROLL PROTECTION PLAN LOAN - Future maturities of loan payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 157,500 | $ 157,500 |
Payroll Protection Plan Loan Cares Act [Member] | ||
Debt Instrument [Line Items] | ||
2021 | 69,927 | |
2022 | 69,927 | |
2023 | 69,927 | |
2024 | 69,927 | |
2025 | 17,119 | |
Total | $ 296,827 |
PAYROLL PROTECTION PLAN LOAN (D
PAYROLL PROTECTION PLAN LOAN (Details Narrative) - Payroll Protection Plan Loan Cares Act [Member] | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Loan borrowed under CARES Act | $ 296,827 |
Payroll costs | $ 100,000 |
Long term debt, description | Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY (Details Narrative) | Feb. 28, 2021USD ($) |
Related Party [Member] | |
Principal amount | $ 500,000 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Selling. general and administrative expenses | $ 1,390,776 | $ 388,198 | |
Stock based compensation expense | 210,741 | 0 | |
Total assets | 20,335,717 | $ 13,118,821 | |
Total liabilities | 4,393,219 | 3,364,065 | |
Hospitality Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,567,851 | ||
Cost of goods sold | 1,071,324 | ||
Selling. general and administrative expenses | 550,015 | 316,416 | |
Stock based compensation expense | 105,986 | ||
Total assets | 1,266,576 | 12,665,779 | |
Total liabilities | 2,354,747 | 2,721,396 | |
Disinfectant Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 744,764 | ||
Cost of goods sold | 317,025 | ||
Selling. general and administrative expenses | 840,761 | $ 12,231 | |
Stock based compensation expense | 104,755 | ||
Total assets | 10,198,741 | 463,042 | |
Total liabilities | 1,591,947 | 642,669 | |
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total assets | 8,870,401 | 0 | |
Total liabilities | $ 446,525 | $ 0 |