Cover
Cover | 6 Months Ended |
Jun. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Jun. 30, 2021 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2021 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 001-39480 |
Entity Registrant Name | APPLIED UV, INC. |
Entity Central Index Key | 0001811109 |
Entity Tax Identification Number | 84-4373308 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 150 N. Macquesten Parkway |
Entity Address, City or Town | Mount Vernon |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10550 |
City Area Code | 914 |
Local Phone Number | 665-6100 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 9,415,386 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 7,017,558 | $ 11,757,930 |
Accounts receivable, net of allowance for doubtful accounts | 384,657 | 232,986 |
Inventory | 592,117 | 156,290 |
Vendor deposits | 1,189,364 | 40,800 |
Note receivable, related party | 500,000 | 0 |
Prepaid expense and other current assets | 242,451 | 158,498 |
Total Current Assets | 9,926,147 | 12,346,504 |
Machinery and equipment, net of accumulated depreciation | 198,883 | 112,804 |
Goodwill | 2,728,279 | 0 |
Other intangible assets, net of accumulated amortization | 4,938,250 | 0 |
Right of use asset | 461,580 | 481,425 |
Patents, net of accumulated amortization | 187,595 | 178,088 |
Total Assets | 18,440,734 | 13,118,821 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,062,230 | 1,398,073 |
Deferred revenue | 1,745,424 | 841,636 |
Income tax payable | 0 | 173,716 |
Warrant liability | 435,577 | 0 |
Capital lease obligations | 6,648 | 6,648 |
Lease liability | 160,568 | 139,908 |
Payroll protection program loan | 296,827 | 69,927 |
Loan payable | 67,500 | 67,500 |
Total Current Liabilities | 3,774,874 | 2,697,408 |
Long-term Liabilities | ||
Capital lease obligations - less current portion | 4,982 | 8,240 |
Loan payable-less current portion | 90,000 | 90,000 |
Lease liability-less current portion | 301,012 | 341,517 |
Payroll protection program loan-less current portion | 0 | 226,900 |
Total Long-Term Liabilities | 395,994 | 666,657 |
Total Liabilities | 4,170,868 | 3,364,065 |
Stockholders' Equity | ||
Preffered Stock value | 0 | 0 |
Common stock $.0001 par value, 150,000,000 shares authorized; 9,415,386 shares issued and outstanding as of June 30, 2021, and 7,945,034 shares issued and outstanding as of December 31, 2020 | 942 | 795 |
Additional paid-in capital | 19,659,197 | 11,973,051 |
Accumulated deficit | (5,390,274) | (2,219,091) |
Total Stockholders’ Equity | 14,269,866 | 9,754,756 |
Total Liabilities and Stockholders’ Equity | 18,440,734 | 13,118,821 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preffered Stock value | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
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 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 9,415,386 | 7,945,034 |
Common stock, shares outstanding | 9,415,386 | 7,945,034 |
Series X 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 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net Sales | $ 1,884,320 | $ 1,695,364 | $ 4,196,935 | $ 3,166,998 |
Cost of Goods Sold | 1,351,091 | 1,180,769 | 2,739,440 | 2,342,582 |
Gross Profit | 533,229 | 514,595 | 1,457,495 | 824,416 |
Operating Expenses | ||||
Research and development | 9,763 | 0 | 53,408 | 0 |
Stock based compensation | 465,600 | 101,607 | 676,341 | 101,607 |
Selling. General and Administrative Expenses | 2,232,882 | 426,677 | 3,623,658 | 814,875 |
Total Operating Expenses | 2,708,245 | 528,284 | 4,353,407 | 916,482 |
Operating Loss | (2,175,016) | (13,689) | (2,895,912) | (92,066) |
Other Income Loss | ||||
Change in Fair Market Value of Warrant Liability | 10,948 | 0 | (300,452) | 0 |
Other Income | 25,837 | 7,497 | 25,182 | 7,497 |
Total Other Income Loss | 36,785 | 7,497 | (275,270) | 7,497 |
(Loss) Before Provision for Income Taxes | (2,138,231) | (6,192) | (3,171,182) | (84,569) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net (Loss) | $ (2,138,231) | $ (6,192) | $ (3,171,182) | $ (84,569) |
Weighted average earnings per share: | ||||
Basic and Diluted (Loss) Per Common Share | $ (0.23) | $ 0 | $ (0.35) | $ (0.02) |
Average shares outstanding- basic and diluted | 9,407,367 | 5,023,684 | 9,102,677 | 5,012,468 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock Series Avoting [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value 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) | |||
Ending balance, value 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 | |||
Beginning balance, value 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 | |||
Shares granted to settle previously recorded liability | 507,805 | ||||
Ending balance, value at Jun. 30, 2020 | $ 1 | $ 510 | 609,402 | 1,065,150 | 1,675,063 |
Balance at the end (in shares) at Jun. 30, 2020 | 2,000 | 5,103,319 | |||
Beginning balance, value 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 | |||
Ending balance, value at Dec. 31, 2020 | $ 1 | $ 795 | 11,973,051 | (2,219,091) | 9,754,756 |
Balance at the end (in shares) at Dec. 31, 2020 | 2,000 | 7,945,034 | |||
Beginning balance, value at Mar. 31, 2020 | $ 1 | $ 500 | 1,071,342 | 1,071,843 | |
Balance at the beginning (in shares) at Mar. 31, 2020 | 2,000 | 5,001,252 | |||
Net loss | (6,192) | (6,192) | |||
Shares issued to Carmel, Milazzo & Feil LLP | $ 10 | 507,795 | 507,805 | ||
Shares issued to Carmel, Milazzo & Feil LLP (in shares) | 102,067 | ||||
Stock-based compensation | 101,607 | 101,607 | |||
Stock-based compensation (in shares) | |||||
Ending balance, value at Jun. 30, 2020 | $ 1 | $ 510 | 609,402 | 1,065,150 | 1,675,063 |
Balance at the end (in shares) at Jun. 30, 2020 | 2,000 | 5,103,319 | |||
Beginning balance, value 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 | |||
Shares granted to settle previously recorded liability | 21,420 | 21,420 | |||
Shares granted to settle previously recorded liability (in shares) | 3,000 | ||||
Warrant liability recognized in connection with initial issuance of November offering (See Note 8) | (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 | ||||
Net loss | (1,032,951) | (1,032,951) | |||
Stock-based compensation | $ 6 | 210,735 | 210,741 | ||
Stock-based compensation (in shares) | 62,500 | ||||
Ending balance, value 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 | |||
Beginning balance, value 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 | |||
Shares granted to settle previously recorded liability | 21,420 | ||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 942 | 19,659,197 | (5,390,274) | 14,269,866 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,000 | 9,415,386 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 940 | 19,193,599 | (3,252,042) | 15,942,498 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 2,000 | 9,402,669 | |||
Exercise of warrants | |||||
Exercise of warrants (in shares) | 717 | ||||
Net loss | (2,138,232) | (2,138,232) | |||
Stock-based compensation | $ 2 | 465,598 | 465,600 | ||
Stock-based compensation (in shares) | 12,000 | ||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 942 | $ 19,659,197 | $ (5,390,274) | $ 14,269,866 |
Balance at the end (in shares) at Jun. 30, 2021 | 2,000 | 9,415,386 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from Operating Activities | ||
Net (Loss) | $ (3,171,183) | $ (84,569) |
Adjustments to Reconcile Net (Loss) to Net Cash (Used in) Provided by Operating Activities | ||
Stock based compensation | 676,341 | 101,607 |
Bad debt (recovery) | (70,004) | |
Change in fair market value of warrant liability | 300,452 | 0 |
Gain on settlement of loan payable | (20,000) | 0 |
Depreciation and amortization | 312,319 | 4,346 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 151,574 | 874,243 |
Inventory | (224,721) | (45,056) |
Vendor deposits | (1,148,564) | 76,870 |
Prepaid expenses | 201,537 | (107,385) |
Income taxes payable | (173,716) | 0 |
Accounts payable and accrued expenses | (644,664) | (218,788) |
Deferred revenue | 412,086 | (298,120) |
Net Cash (Used in) Provided by Operating Activities | (3,398,543) | 303,148 |
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 (Note 2) | (760,293) | |
Note receivable, related party | (500,000) | |
Net Cash Used in Investing Activities | (1,274,728) | (98,244) |
Cash Flows From Financing Activities | ||
Payments on capital leases | (3,258) | (2,635) |
Proceeds from warrant exercise | 1,157 | 0 |
Loan to officer | 0 | (35,909) |
Payments on loans payable | 0 | (37,500) |
Settlement of loan payable | (65,000) | 0 |
Proceeds from payroll protection program | 0 | 296,827 |
Net Cash (Used In) Provided by Financing Activities | (67,101) | 220,783 |
Net (decrease) increase in Cash | (4,740,372) | 425,687 |
Cash at January 1, | 11,757,930 | 1,029,936 |
Cash at June 30, | 7,017,558 | 1,455,623 |
Cash paid during the year for: | ||
Interest | 1,022 | 489 |
Supplemental Non-Cash Investing and Financing Activities | ||
Initial recognition of warrant liability | 135,125 | 0 |
Shares granted to settle previously recorded liability | $ 21,420 | $ 507,805 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business In February 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 Munnworks, LLC and any future potential mergers or acquisitions. The then-existing shareholders and members of SteriLumen, Inc. and Munnworks, LLC exchanged all of 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 Munnworks, LLC became wholly-owned subsidiaries of Applied UV, Inc and, collectively referred to as (the "Group"). SteriLumen, Inc. is engaged in the design, manufacture, assembly and distribution of automated disinfecting mirror systems for use in hospitals and other healthcare facilities. Munnworks, LLC is engaged in the manufacture of fine mirrors specifically for the hospitality industry. In February of 2021, the Company acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). 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 and organizations such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. Basis of Presentation 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. 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 intangible assets, as well as the estimates related to accruals and contingencies. Cash Cash and cash equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. Accounts receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. Inventory Inventories, which consists of raw materials and finished goods is valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Inventory costs are comprised primarily of product, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company did no Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. 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 combinations. 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 cash 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. In the event that 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 warrants issued in connection with the November offering contained a cash settlement feature which resulted in a warrant liability of $435,577 as of June 30, 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 and six months ended June 30, 2021, the Company recorded a gain (loss) on the change in fair value of warrant liability in the amount of $10,948 and ($300,452), respectively. See Note 8 for further information. 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. The Company has concluded that there are no such reclassifications required to be made as of and for the periods ended June 30, 2021. The Company marks to market the fair value of the warrant liabilities at each balance sheet date and records the change in the fair value of the warrant liabilities as other income or expense in the statements of operations. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for loans payable approximate fair value because of the immediate or short-term maturity of the financial instruments. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. Loss Per Share Basic (loss) per share is computed by dividing net (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 table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share As of June 30, 2021 2020 Common stock options 579,314 — Common stock warrants 192,419 — Total 771,733 — 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 over the requisite service period. 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 product 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 goods in an amount that reflects the consideration the Company expects to receive in exchange for those goods. 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 the Company’s facility, the company designs, manufactures and sells custom mirrors for hotels and hospitals through contractual agreements. These sales require the company to deliver the products within three to six months from commencement of order acceptance. The Company recognizes 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, the Company recognizes 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 recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable 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. The Company reports 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. The Company is the principal of direct sales because the Company has the risk of loss and 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. The Company 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 receeived from our customer for which the Company has not yet satisfied our performance obligation. 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 revenues 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. Revenue generated from work performed at our own facility and work performed by our third-party manufacturers for the three months ended: Schedule of revenue June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 331,600 $ 298,504 Third-party manufacturers (recognized at a point in time) 1,552,719 1,396,860 $ 1,884,319 $ 1,695,364 Revenue generated from work performed at our own facility and work performed by our third-party manufacturers for the six months ended: June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 775,137 $ 877,902 Third-party manufacturers (recognized at a point in time) 3,421,797 2,289,096 $ 4,196,934 $ 3,166,998 Deferred revenue was comprised of the following as of: June 30, December 31, 2021 2020 Companys own facility (recognized over time) $ 235,685 $ 233,080 Third-party manufacturers (recognized at a point in time) 1,509,739 608,556 $ 1,745,424 $ 841,636 All deferred revenue as of December 31, 2020 was recognized as revenue during the six months ended June 30, 2021. 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 June 30, 2021 and 2020 was $281,258 and $19,406, respectively. Advertising expense for the six months ended June 30, 2021 and 2020 was $309,434 and $37,823, respectively. Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of June 30, 2021 and December 31, 2020, the vendor deposit balance was $ 1,189,364 40,800 Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 187,595 178,088 4,927 0 2,463 0 Recent 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. The Company has not adopted this accounting pronouncement and is 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 | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 2 – BUSINESS ACQUISITION The Company accounted for the acquisitions as a business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. 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”) and Akida Holdings LLC, a Florida limited liability company (the “Seller”) 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 the Seller’s assets and was assigned its contracts related to the manufacturer and sale of the Airocide™ system, 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. 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: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Purchase Price: Cash $ 760,293 Fair market value of common stock issued (1,375,000 shares) 7,122,500 Total Purchase Price 7,882,793 Assets Acquired: Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Customer relationships 539,000 Trade names 1,156,000 Technology and know how 3,468,000 Total Assets Acquired: 6,061,557 Liabilities assumed Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,154,514 Excess Purchase Price- “Goodwill” $ 2,728,279 The excess purchase price has been recorded as goodwill in the amount of approximately $ 2,728,279 |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of raw materials and finished goods of $ 100,179 491,938 Inventory consists of raw materials of $ 156,290 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment (including machinery and equipment under capital leases) are summarized by major classifications as follows: Schedule of property and equipment June 30, 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 (124,529 ) (41,887 ) $ 198,883 $ 112,804 Depreciation expense, including amortization of assets under capital leases, for the six months ended June 30, 2021 and 2020 was $ 82,642 4,346 74,896 2,183 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets as of June 30, 2021 and December 31, 2020 consists of the following: Schedule of Intangible Assets June 30, December 31, 2021 2020 Intangible assets subject to amortization Customer Relationship $ 539,000 $ — Trade Names 1,156,000 — Technology and Know How 3,468,000 — 5,163,000 — Less: Accumulated amortization (224,750 ) — $ 4,938,250 $ — During the three months ended June 30, 2021 and 2020, the Company recorded total amortization expense related to intangible assets of $134,850 and $0, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded total amortization expense related to intangible assets of $224,750 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 | 6 Months Ended |
Jun. 30, 2021 | |
Capital Lease Obligation | |
CAPITAL LEASE OBLIGATION | NOTE 6 – CAPITAL LEASE OBLIGATION The Company's future minimum principal and interest payments under a capital lease for machinery and equipment are as follows as of June 30, 2021: Schedule of future minimum principal and interest payments under capital lease arrangements 2021 $ 3,640 2022 7,280 2023 1,214 Less: Amount representing interest (504 ) Present value of future minimum lease payments 11,630 Less: current portion (6,648 ) Capital lease obligations $ 4,982 |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 7 – LOANS PAYABLE The Company entered into a loan agreement in April of 2019 where the company was required to pay $ 157,500 5 30,000 7,500 157,500 Minimum obligations under this loan agreement is as follows: Schedule of minimum obligations under loan agreement For the twelve months ending June 30, 2021 $ 67,500 2022 30,000 2023 30,000 2024 30,000 Total $ 157,500 |
NOTE 8 _ STOCKHOLDERS' EQUITY
NOTE 8 – STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
NOTE 8 – STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY Preferred Stock Series X On June 17, 2021, the Company filed an amendment of the certificate of designation of Series A Preferred Stock. The Board of Directors , Reverse Stock Split In June of 2020, the Company effected a 5:1 reverse stock split 2020 Incentive Plan On March 31, 2020, the Company adopted the Applied UV, Inc. 2020 Omnibus Incentive Plan (the “Plan”) with 600,000 If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the company 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 330,250 309,564 A summary of the Company’s option activity and related information follows: Schedule of the Company's option activity Shares Available for Grant Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2020 — — $ — $ — $ — Options granted 462,500 137,500 4.96 2.27 10 — Options forfeited/cancelled 750 (750 ) 5.00 — — Options exercised — — — — — Balances, December 31, 2020 463,250 136,750 4.96 2.27 9.95 — Options granted outside of the plan — 309,564 7.80 5.06 10 — Options granted (158,000 ) 158,000 9.73 6.54 10 — Options forfeited/cancelled 25,000 (25,000 ) 9.79 — — Options exercised — — — — — Balances, June 30, 2021 330,250 579,314 $ 7.57 $ — 9.67 $ 1,297,698 As of June 30, 2021, 10,357 options were vested at $7.33 per share for an intrinsic value of $25,717. Share-based compensation expense for options totaling $176,374 and $196,890 was recognized for the three and six months ended June 30, 2021, respectively, based on awards vested. Share-based compensation expense for options totaling $711 and $711 was recognized in our results for the three and six months ended June 30, 2020 based on awards vested. 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 a number of 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 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 June 30, 2021, there was $ 1,814,191 3.2 The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the six months ended June 30, 2021 and year ended December 31, 2020 are set forth in the table below. 2021 2020 Weighted average fair value of options granted $ 6.54 $ 2.27 Risk-free interest rate 1.23 1.54 0.31 0.37 Volatility 75.04 85 41.4 51.45 Expected life (years) 6.08 10 5.5 Dividend yield 0.00 % 0.00 % Common Stock Warrants A summary of the Company’s warrant activity and related information follows: Schedule of the Company's warrant activity Number of Weighted-Average Exercise Price Warrants Outstanding at January 1, 2020 — — Granted 235,095 $ 5 Warrants Outstanding at December 31, 2020 235,095 $ 5 Granted $ 6.40 Exercised (42,676 ) Warrants Outstanding and exercisable, June 30, 2021 192,419 $ 5.84 Share-based compensation expense of $ 100,896 no 435,577 10,948 300,452 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 a number of 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 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 six months ended June 30, 2021 are set forth in the table below. Weighted average fair value of warrants granted $ 1.87 Risk-free interest rate 0.26 % Volatility 50.13-50.39% 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 5.00 5,750,000 517,500 341,145 4,891,355 167,794 On November 13, 2020, the Company closed its second offering (the “November Offering”) in which it sold 1,401,905 5.25 7,360,000 625,600 316,246 6,418,155 Restricted Stock Awards The Company records 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 85,055 On July 9, 2020, 62,500 5 No On July 9, 2020, 40,000 5,000 5 12,500 25,000 On January 1, 2021, 62,500 4.57 71,406 142,813 |
LEASING ARRANGEMENTS
LEASING ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Leasing Arrangements | |
LEASING ARRANGEMENTS | NOTE 9- LEASING ARRANGEMENTS The Company determines whether an arrangement qualifies as a lease under ASC 842 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 Munnworks, LLC entered into a lease agreement in Mount Vernon, New York for a term that commenced on April 1, 2019 and will 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 six months ended June 30, 2021 and 2020 was $ 86,800 and $ 80,400 , respectively. Rent expense for the three months ended June 30, 2021 and 2020 was $ 43,400 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 June 30, 2021 are as follows: Schedule of maturities of operating lease liabilities 2021 $ 90,000 2022 180,000 2023 180,000 2024 45,000 Total lease payments 495,000 Less: Imputed Interest (33,420 ) Present value of future minimum lease payments $ 461,580 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. The Company’s 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 PROGRAM
PAYROLL PROTECTION PROGRAM | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
PAYROLL PROTECTION PROGRAM | NOTE 10 - PAYROLL PROTECTION PROGRAM In April of 2020, the Company submitted a Paycheck Protection Program (“PPP”) application to Chase Bank for a loan amount equal to $ 296,827 100,000 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%. The loan was forgiven in July of 2021 and in accordance with ASC 470, the amount will be recorded as forgiveness of debt income on the date the amount is forgiven |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY | 6 Months Ended |
Jun. 30, 2021 | |
Note Receivable- Related Party | |
NOTE RECEIVABLE- RELATED PARTY | NOTE 11 - NOTE RECEIVABLE- RELATED PARTY In February of 2021, the Company entered into a non-interest bearing note receivable agreement whereby the Company loaned $500,000 Certain directors of the Company are also directors of the related party. 500,000 16 |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 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 June 30, 2021, the company generated and incurred $ 964,618 746,451 919,701 604,640 For the six months ended June 30, 2021, the company generated and incurred $ 2,532,469 1,817,775 1,664,465 921,665 For the three months ended June 30, 2021, the hospitality segment of our business incurred $ 670,215 1,562,667 For the six months ended June 30, 2021, the hospitality segment of our business incurred $ 1,220,230 2,403,428 For the three and six months ended June 30, 2021, all research and development costs was incurred from the disinfectant segment of our business. For the three months ended June 30, 2021, the hospitality segment of our business incurred $ 237,144 228,456 For the six months ended June 30, 2021, the hospitality segment of our business incurred $ 343,130 333,211 For the six and three months ended June 30, 2020, all net sales and cost of goods sold was generated or incurred from the hospitality segment of our business. During the six months ended June 30, 2020, the hospitality segment of our business incurred $ 762,761 52,114 386,795 39,882 As of June 30, 2021 and December 31, 2020 assets from the hospitality segment of our business was $ 1,211,523 12,655,779 10,078,639 463,042 7,150,572 0 As of June 30, 2021 and December 31, 2020, total liabilities from the hospitality segment of our business was $ 2,245,768 2,430,349 1,304,952 642,669 435,577 0 |
RESTATEMENT
RESTATEMENT | 6 Months Ended |
Jun. 30, 2021 | |
Restatement | |
RESTATEMENT | NOTE 13 – RESTATEMENT While preparing its annual report for the year ended December 31, 2020 the Company identified an error in the timing of recognizing certain revenues. We erroneously recognized revenues in the amount of $234,570 in the fourth quarter of 2019 and $56,766 in the first quarter of 2020. These revenues should have been recognized during the three months ended June 30, 2020. The tables below summarize the impact of the restatements described above on financial information previously reported on the Company’s Forms 10-Q for the periods ended June 30, 2020: Schedule of financial information Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As Reported As Restated As Reported As Restated Net Sales $ 1,404,028 $ 1,695,364 $ 2,932,428 $ 3,166,998 Cost of Goods Sold 1,180,769 1,180,769 2,342,582 2,342,582 Gross Profit 223,259 514,595 589,846 824,416 Operating Expenses Research and development — — — — Stock based compensation - general and administrative 101,607 101,607 101,607 101,607 Selling. General and Administrative Expenses 426,677 426,677 814,875 814,875 Total Operating Expenses 528,284 528,284 916,482 916,482 Operating (Loss) Income (305,025 ) (13,689 ) (326,636 ) (92,066 ) Other Income Gain on settlement — — — — Other Income 7,497 7,497 7,497 7,497 Total Other Income 7,497 7,497 7,497 7,497 (Loss) Income Before Provision for Income Taxes (297,528 ) (6,192 ) (319,139 ) (84,569 ) Provision for Income Taxes — — — — Net (Loss) Income (297,528 ) (6,192 ) (319,139 ) (84,569 ) Basic and Diluted (Loss) Earnings Per Common Share $ (0.06 ) $ — $ (0.06 ) $ (0.02 ) These errors had a non-cash impact to cash flows from operations, as such, the statement of cash flows for the six months ended June 30, 2020 reflects an adjustment to net loss and a corresponding adjustment for the change in deferred revenue. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Amendment to Certificate of Incorporation Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is currently authorized to designate and issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, in one or more classes or series and, subject to the limitations prescribed by the Company’s amended and restated certificate of incorporation and Delaware corporate law, with such rights, preferences, privileges and restrictions of each class or series of preferred stock, including dividend rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or series as the Company’s board of directors may determine, without any vote or action by the Company’s shareholders. As of July 6, 2021, we had 10,000 preferred shares designated as Super Voting Preferred Stock and 2,000 of such shares issued and outstanding and 990,000 shares of preferred stock authorized but undesignated and unissued. On July 13, 2021 the Company designated 990,000 shares of preferred stock to Series A Cumulative Perpetual Preferred Stock. Upon the Company may, subject to certain conditions, at the Company’s option, redeem the Series A Preferred Stock, in whole or in part within 90 days after the first date on which such Delisting Event occurred or within 120 days after the first date on which such Change of Control occurred, as applicable, by paying $25.00 per share, plus any accumulated and unpaid dividends up to, but not including, the redemption date. Preferred Stock Offering On July 13, 2021, Applied UV, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. as representative (“Representative”) of the underwriters (“Underwriters”), related to the offering of 480,000 shares (the “Shares”) of the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a public offering price of $25.00 per share, which excludes 72,000 shares of Series A Cumulative Perpetual Preferred Stock that may be purchased by the Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1 (File No. 333-257197), as amended, which was filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1MEF (File No. 333-257862), which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021. The Shares have been approved for listing on Nasdaq under the trading symbol “AUVIP” and trading on Nasdaq began on July 14, 2021. Aggregate gross proceeds from the closing were $12.0 million before deducting underwriting discounts and commissions and fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering to fund a segregated dividend account in an amount equal to the first 12 monthly dividend payments and the remaining net proceeds for general corporate purposes, including new investments and acquisitions. On July 29, 2021, the Company issued a press release announcing that in connection with its previously announced public offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, it had closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. The Company received aggregate gross proceeds of approximately $1.8 million, before deducting underwriting discounts and commissions and fees and other estimated offering expenses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business In February 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 Munnworks, LLC and any future potential mergers or acquisitions. The then-existing shareholders and members of SteriLumen, Inc. and Munnworks, LLC exchanged all of 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 Munnworks, LLC became wholly-owned subsidiaries of Applied UV, Inc and, collectively referred to as (the "Group"). SteriLumen, Inc. is engaged in the design, manufacture, assembly and distribution of automated disinfecting mirror systems for use in hospitals and other healthcare facilities. Munnworks, LLC is engaged in the manufacture of fine mirrors specifically for the hospitality industry. In February of 2021, the Company acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). 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 and organizations such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. |
Basis of Presentation | Basis of Presentation 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. |
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 intangible assets, as well as the estimates related to accruals and contingencies. |
Cash | Cash Cash and cash equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of June 30, 2021 and December 31, 2020, the Company did not have any cash equivalents. |
Accounts receivable | Accounts receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. |
Inventory | Inventory Inventories, which consists of raw materials and finished goods is valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Inventory costs are comprised primarily of product, freight and duty. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company did no |
Business Acquisition Accounting | Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. 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 combinations. 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 cash 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. In the event that 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 warrants issued in connection with the November offering contained a cash settlement feature which resulted in a warrant liability of $435,577 as of June 30, 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 and six months ended June 30, 2021, the Company recorded a gain (loss) on the change in fair value of warrant liability in the amount of $10,948 and ($300,452), respectively. See Note 8 for further information. 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. The Company has concluded that there are no such reclassifications required to be made as of and for the periods ended June 30, 2021. The Company marks to market the fair value of the warrant liabilities at each balance sheet date and records the change in the fair value of the warrant liabilities as other income or expense in the statements of operations. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the unaudited condensed consolidated balance sheets for loans payable approximate fair value because of the immediate or short-term maturity of the financial instruments. The Company's financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. |
Loss Per Share | Loss Per Share Basic (loss) per share is computed by dividing net (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 table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share As of June 30, 2021 2020 Common stock options 579,314 — Common stock warrants 192,419 — Total 771,733 — |
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 over the requisite service period. |
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 product 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 goods in an amount that reflects the consideration the Company expects to receive in exchange for those goods. 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 the Company’s facility, the company designs, manufactures and sells custom mirrors for hotels and hospitals through contractual agreements. These sales require the company to deliver the products within three to six months from commencement of order acceptance. The Company recognizes 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, the Company recognizes 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 recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable 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. The Company reports 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. The Company is the principal of direct sales because the Company has the risk of loss and 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. The Company 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 receeived from our customer for which the Company has not yet satisfied our performance obligation. 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 revenues 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. Revenue generated from work performed at our own facility and work performed by our third-party manufacturers for the three months ended: Schedule of revenue June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 331,600 $ 298,504 Third-party manufacturers (recognized at a point in time) 1,552,719 1,396,860 $ 1,884,319 $ 1,695,364 Revenue generated from work performed at our own facility and work performed by our third-party manufacturers for the six months ended: June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 775,137 $ 877,902 Third-party manufacturers (recognized at a point in time) 3,421,797 2,289,096 $ 4,196,934 $ 3,166,998 Deferred revenue was comprised of the following as of: June 30, December 31, 2021 2020 Companys own facility (recognized over time) $ 235,685 $ 233,080 Third-party manufacturers (recognized at a point in time) 1,509,739 608,556 $ 1,745,424 $ 841,636 All deferred revenue as of December 31, 2020 was recognized as revenue during the six months ended June 30, 2021. |
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 June 30, 2021 and 2020 was $281,258 and $19,406, respectively. Advertising expense for the six months ended June 30, 2021 and 2020 was $309,434 and $37,823, respectively. |
Vendor deposits | Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of June 30, 2021 and December 31, 2020, the vendor deposit balance was $ 1,189,364 40,800 |
Patent Costs | Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 187,595 178,088 4,927 0 2,463 0 Recent 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. The Company has not adopted this accounting pronouncement and is 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) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share As of June 30, 2021 2020 Common stock options 579,314 — Common stock warrants 192,419 — Total 771,733 — |
Schedule of revenue | Schedule of revenue June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 331,600 $ 298,504 Third-party manufacturers (recognized at a point in time) 1,552,719 1,396,860 $ 1,884,319 $ 1,695,364 Revenue generated from work performed at our own facility and work performed by our third-party manufacturers for the six months ended: June 30, June 30, 2021 2020 Companys own facility (recognized over time) $ 775,137 $ 877,902 Third-party manufacturers (recognized at a point in time) 3,421,797 2,289,096 $ 4,196,934 $ 3,166,998 Deferred revenue was comprised of the following as of: June 30, December 31, 2021 2020 Companys own facility (recognized over time) $ 235,685 $ 233,080 Third-party manufacturers (recognized at a point in time) 1,509,739 608,556 $ 1,745,424 $ 841,636 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Purchase Price: Cash $ 760,293 Fair market value of common stock issued (1,375,000 shares) 7,122,500 Total Purchase Price 7,882,793 Assets Acquired: Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Customer relationships 539,000 Trade names 1,156,000 Technology and know how 3,468,000 Total Assets Acquired: 6,061,557 Liabilities assumed Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,154,514 Excess Purchase Price- “Goodwill” $ 2,728,279 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment June 30, 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 (124,529 ) (41,887 ) $ 198,883 $ 112,804 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets June 30, December 31, 2021 2020 Intangible assets subject to amortization Customer Relationship $ 539,000 $ — Trade Names 1,156,000 — Technology and Know How 3,468,000 — 5,163,000 — Less: Accumulated amortization (224,750 ) — $ 4,938,250 $ — |
CAPITAL LEASE OBLIGATION (Table
CAPITAL LEASE OBLIGATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Capital Lease Obligation | |
Schedule of future minimum principal and interest payments under capital lease arrangements | Schedule of future minimum principal and interest payments under capital lease arrangements 2021 $ 3,640 2022 7,280 2023 1,214 Less: Amount representing interest (504 ) Present value of future minimum lease payments 11,630 Less: current portion (6,648 ) Capital lease obligations $ 4,982 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of minimum obligations under loan agreement | Schedule of minimum obligations under loan agreement For the twelve months ending June 30, 2021 $ 67,500 2022 30,000 2023 30,000 2024 30,000 Total $ 157,500 |
NOTE 8 _ STOCKHOLDERS' EQUITY (
NOTE 8 – STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of the Company's option activity | Schedule of the Company's option activity Shares Available for Grant Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2020 — — $ — $ — $ — Options granted 462,500 137,500 4.96 2.27 10 — Options forfeited/cancelled 750 (750 ) 5.00 — — Options exercised — — — — — Balances, December 31, 2020 463,250 136,750 4.96 2.27 9.95 — Options granted outside of the plan — 309,564 7.80 5.06 10 — Options granted (158,000 ) 158,000 9.73 6.54 10 — Options forfeited/cancelled 25,000 (25,000 ) 9.79 — — Options exercised — — — — — Balances, June 30, 2021 330,250 579,314 $ 7.57 $ — 9.67 $ 1,297,698 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 2020 Weighted average fair value of options granted $ 6.54 $ 2.27 Risk-free interest rate 1.23 1.54 0.31 0.37 Volatility 75.04 85 41.4 51.45 Expected life (years) 6.08 10 5.5 Dividend yield 0.00 % 0.00 % |
Schedule of the Company's warrant activity | Schedule of the Company's warrant activity Number of Weighted-Average Exercise Price Warrants Outstanding at January 1, 2020 — — Granted 235,095 $ 5 Warrants Outstanding at December 31, 2020 235,095 $ 5 Granted $ 6.40 Exercised (42,676 ) Warrants Outstanding and exercisable, June 30, 2021 192,419 $ 5.84 |
Defined Benefit Plan, Assumptions [Table Text Block] | Weighted average fair value of warrants granted $ 1.87 Risk-free interest rate 0.26 % Volatility 50.13-50.39% Expected life (years) 5 Dividend yield 0.00 % |
LEASING ARRANGEMENTS (Tables)
LEASING ARRANGEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leasing Arrangements | |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities 2021 $ 90,000 2022 180,000 2023 180,000 2024 45,000 Total lease payments 495,000 Less: Imputed Interest (33,420 ) Present value of future minimum lease payments $ 461,580 |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restatement | |
Schedule of financial information | Schedule of financial information Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 As Reported As Restated As Reported As Restated Net Sales $ 1,404,028 $ 1,695,364 $ 2,932,428 $ 3,166,998 Cost of Goods Sold 1,180,769 1,180,769 2,342,582 2,342,582 Gross Profit 223,259 514,595 589,846 824,416 Operating Expenses Research and development — — — — Stock based compensation - general and administrative 101,607 101,607 101,607 101,607 Selling. General and Administrative Expenses 426,677 426,677 814,875 814,875 Total Operating Expenses 528,284 528,284 916,482 916,482 Operating (Loss) Income (305,025 ) (13,689 ) (326,636 ) (92,066 ) Other Income Gain on settlement — — — — Other Income 7,497 7,497 7,497 7,497 Total Other Income 7,497 7,497 7,497 7,497 (Loss) Income Before Provision for Income Taxes (297,528 ) (6,192 ) (319,139 ) (84,569 ) Provision for Income Taxes — — — — Net (Loss) Income (297,528 ) (6,192 ) (319,139 ) (84,569 ) Basic and Diluted (Loss) Earnings Per Common Share $ (0.06 ) $ — $ (0.06 ) $ (0.02 ) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Anti-dilutive shares) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 771,733 | 0 |
Options Held [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 579,314 | 0 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 192,419 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Revenue) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 1,884,319 | $ 1,695,364 | $ 3,166,998 | ||
Deferred revenue | 1,745,424 | $ 1,745,424 | $ 841,636 | ||
Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 331,600 | 298,504 | 775,137 | 877,902 | |
Deferred revenue | 235,685 | 235,685 | 233,080 | ||
Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,552,719 | $ 1,396,860 | 3,421,797 | $ 2,289,096 | |
Deferred revenue | $ 1,509,739 | $ 1,509,739 | $ 608,556 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Inventory | $ 0 | $ 0 | $ 0 | ||
Vendor deposit balance | 1,189,364 | $ 1,189,364 | 40,800 | ||
Patent life | 20 years | ||||
Patent costs | 187,595 | $ 187,595 | $ 178,088 | ||
Amortization expense | $ 2,463 | $ 0 | $ 4,927 | $ 0 |
BUSINESS ACQUISITION - Recogniz
BUSINESS ACQUISITION - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Steri Lumen [Member] | Feb. 08, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 760,293 |
Fair market value of common stock issued | 7,122,500 |
Total Purchase Price | 7,882,793 |
Accounts receivable | 233,241 |
Inventory | 211,105 |
Prepaid expenses | 285,490 |
Machinery and equipment | 168,721 |
Intangible assets | 3,468,000 |
Total Assets Acquired: | 6,061,557 |
Accounts payable | (415,341) |
Deferred revenue | (491,702) |
Total Liabilities Assumed | (907,043) |
Net Assets Acquired | 5,154,514 |
Excess Purchase Price | $ 2,728,279 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) | Feb. 08, 2021USD ($) |
Steri Lumen [Member] | |
Business Acquisition [Line Items] | |
Excess Purchase Price | $ 2,728,279 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory, raw materials | $ 100,179 | $ 156,290 |
Inventory, finished goods | $ 491,938 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 323,412 | $ 154,691 |
Less: Accumulated Depreciation | (124,529) | (41,887) |
Property and equipment, net | 198,883 | 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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 74,896 | $ 2,183 | $ 82,642 | $ 4,346 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 5,163,000 | |
Less: Accumulated Depreciation | (224,750) | |
Less: Accumulated Depreciation | 224,750 | |
Intangible assets net | 4,938,250 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 539,000 | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 1,156,000 | |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 3,468,000 |
CAPITAL LEASE OBLIGATION - Futu
CAPITAL LEASE OBLIGATION - Future minimum principal and interest payments under capital lease arrangements (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Capital Lease Obligation | ||
2021 | $ 3,640 | |
2022 | 7,280 | |
2023 | 1,214 | |
Less: Amount representing interest | (504) | |
Present value of future minimum lease payments | 11,630 | |
Less: current portion | (6,648) | |
Capital lease obligations | $ 4,982 | $ 8,240 |
LOANS PAYABLE - Minimum obligat
LOANS PAYABLE - Minimum obligations under this loan agreement (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 | $ 67,500 | |
2022 | 30,000 | |
2023 | 30,000 | |
2024 | 30,000 | |
Total | $ 157,500 | $ 157,500 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) | 6 Months Ended | ||
Jun. 30, 2020USD ($)Integer | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Debt Disclosure [Abstract] | |||
Repayments of Debt | $ 157,500 | ||
[custom:DebtInstrumentNumberOfEqualInstallments] | Integer | 5 | ||
Debt Instrument, Periodic Payment | $ 30,000 | ||
[custom:DebtInstrumentAdditionalAmountPayableInYearTwo] | $ 7,500 | ||
Long-term Debt | $ 157,500 | $ 157,500 |
STOCKHOLDERS' EQUITY - Company'
STOCKHOLDERS' EQUITY - Company's Option Activity (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted outside of the plan | 309,564 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding Available For Grant at the beginning | 463,250 | 0 |
Options Outstanding at the beginning | 136,750 | 0 |
Options Outstanding at the beginning (in dollars per share) | $ / shares | $ 4.96 | |
Weighted-Average Grant Date Fair Value Beginning | $ / shares | $ 2.27 | |
Options granted | 158,000 | 462,500 |
Granted | 158,000 | 137,500 |
Granted (in dollars per share) | $ / shares | $ 9.73 | $ 4.96 |
Options granted | $ / shares | $ 6.54 | $ 2.27 |
Weighted Average Remaining Contractual Term Granted | 10 years | 10 years |
Options forfeited/cancelled | 25,000 | 750 |
Options forfeited/cancelled | (25,000) | (750) |
Weighted Average Exercise Price Forfeited | $ / shares | $ 9.79 | $ 5 |
Options forfeited/cancelled | $ / shares | $ 0 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesExerciseAvailableForGrant] | 0 | |
Options exercised | 0 | 0 |
Weighted Average Exercise Price Exercised | $ / shares | ||
Options exercised | $ / shares | ||
Weighted Average Remaining Contractual Term Outstanding | 9 years 8 months 1 day | 9 years 11 months 12 days |
Options granted outside of the plan | 0 | |
Options granted outside of the plan exercise price | $ / shares | $ 7.80 | |
Options granted outside of the plan | $ / shares | $ 5.06 | |
Options granted outside of the plan Contractual Life | 10 years | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesOptionsGrantedAvailableForGrant] | (158,000) | (462,500) |
Options Outstanding Available For Grant at the ending | 330,250 | 463,250 |
Options Outstanding at the end | 579,314 | 136,750 |
Options Outstanding at the end (in dollars per share) | $ / shares | $ 7.57 | $ 4.96 |
Weighted-Average Grant Date Fair Value ending | $ / shares | $ 2.27 | |
Aggregate intrinsic value | $ | $ 1,297,698 |
STOCKHOLDERS' EQUITY - Weighted
STOCKHOLDERS' EQUITY - Weighted average fair value of options granted, and the assumptions used in the Black-Scholes model (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value of options granted | $ 6.54 | $ 2.27 |
Expected life (years) | 5 years 6 months | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.23% | 0.31% |
Volatility | 75.04% | 41.40% |
Expected life (years) | 6 years 29 days | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.54% | 0.37% |
Volatility | 85.00% | 51.45% |
Expected life (years) | 10 years |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Warrant activity (Details) - Warrant [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Options Outstanding at the beginning | 235,095 | 0 |
Options Outstanding at the beginning (in dollars per share) | $ 5 | |
Granted | 235,095 | |
Granted (in dollars per share) | $ 6.40 | $ 5 |
Exercised | (42,676) | |
Options Outstanding at the end | 192,419 | 235,095 |
Options Outstanding at the end (in dollars per share) | $ 5.84 | $ 5 |
STOCKHOLDERS' EQUITY - Weight_2
STOCKHOLDERS' EQUITY - Weighted average fair value of warrants granted, and the assumptions used in the Black-Scholes model (Details) | 6 Months Ended |
Jun. 30, 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 | 50.13-50.39% |
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 |
NOTE 8 _ STOCKHOLDERS' EQUITY_2
NOTE 8 – STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Nov. 13, 2020 | Jul. 09, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Reverse stock split, description | effected a 5:1 reverse stock split | |||||||||
Unrecognized compensation expense | $ 1,814,191 | $ 1,814,191 | ||||||||
Share-based compensation expense | 100,896 | $ 0 | ||||||||
Warrant liability | 435,577 | 435,577 | ||||||||
Gain (loss) on the change in fair value of warrant liability | 10,948 | 300,452 | ||||||||
Stock based compensation | $ 465,600 | $ 101,607 | $ 676,341 | $ 101,607 | ||||||
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 | |||||||||
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 | |||||||||
Options [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Unrecognized share-based payment recognized period | 3 years 2 months 12 days | |||||||||
Restricted Stock [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Restricted stock granted | 230,083 | |||||||||
Restricted stock vested | 85,055 | |||||||||
Share Price | $ 5 | $ 5 | ||||||||
Restricted Stock 1 [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Restricted stock granted | 62,500 | |||||||||
Restricted stock vested | 0 | 0 | ||||||||
Share Price | $ 5 | $ 5 | ||||||||
Restricted Stock 2 [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Restricted stock granted | 40,000 | |||||||||
Restricted stock vested | 5,000 | |||||||||
Stock based compensation | $ 12,500 | $ 25,000 | ||||||||
Restricted Stock 3 [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Share Price | $ 4.57 | $ 4.57 | ||||||||
Stock based compensation | $ 71,406 | $ 142,813 | ||||||||
Incentive Plan 2020 [Member] | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of common stock issued during the period | 600,000 | |||||||||
Number of shares available for grant | 330,250 | |||||||||
Additional option granted | 309,564 |
LEASING ARRANGEMENTS - Maturiti
LEASING ARRANGEMENTS - Maturities of Operating lease laibilities (Details) | Jun. 30, 2021USD ($) |
Leasing Arrangements | |
2021 | $ 90,000 |
2022 | 180,000 |
2023 | 180,000 |
2024 | 45,000 |
Total lease payments | 495,000 |
Less: Imputed Interest | (33,420) |
Present value of future minimum lease payments | $ 461,580 |
LEASING ARRANGEMENTS (Details N
LEASING ARRANGEMENTS (Details Narrative) | Jun. 30, 2021 |
Leasing Arrangements | |
Incremental borrowing rate | 5.00% |
PAYROLL PROTECTION PROGRAM (Det
PAYROLL PROTECTION PROGRAM (Details Narrative) - Payroll Protection Plan Loan Cares Act [Member] | 1 Months Ended |
Apr. 30, 2020USD ($) | |
Short-term Debt [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 $100,000 or less annually are reduced by more than 25%. The loan was forgiven in July of 2021 and in accordance with ASC 470, the amount will be recorded as forgiveness of debt income on the date the amount is forgiven |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY (Details Narrative) - Related Party [Member] | 1 Months Ended |
Feb. 28, 2021USD ($) | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Principal amount | $ 500,000 |
Total acquisition price | $ 500,000 |
Interest rate | 16.00% |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 1,884,319 | $ 1,695,364 | $ 3,166,998 | ||
Selling. general and administrative expenses | 2,232,882 | 426,677 | $ 3,623,658 | 814,875 | |
Stock based compensation expense | 676,341 | 101,607 | |||
Total assets | 18,440,734 | 18,440,734 | $ 13,118,821 | ||
Total liabilities | 4,170,868 | 4,170,868 | 3,364,065 | ||
Hospitality Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 964,618 | 2,532,469 | |||
Cost of goods sold | 746,451 | 1,817,775 | |||
Selling. general and administrative expenses | 670,215 | 386,795 | 1,220,230 | 762,761 | |
Stock based compensation expense | 237,144 | 343,130 | |||
Total assets | 1,211,523 | 1,211,523 | 12,655,779 | ||
Total liabilities | 2,245,768 | 2,245,768 | 2,430,349 | ||
Disinfectant Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 919,701 | 1,664,465 | |||
Cost of goods sold | 604,640 | 921,665 | |||
Selling. general and administrative expenses | 1,562,667 | $ 39,882 | 2,403,428 | $ 52,114 | |
Stock based compensation expense | 228,456 | 333,211 | |||
Total assets | 10,078,639 | 10,078,639 | 463,042 | ||
Total liabilities | 1,304,952 | 1,304,952 | 642,669 | ||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 7,150,572 | 7,150,572 | 0 | ||
Total liabilities | $ 435,577 | $ 435,577 | $ 0 |
RESTATEMENT (Details)
RESTATEMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Sales | $ 1,884,319 | $ 1,695,364 | $ 3,166,998 | |
Cost of Goods Sold | 1,351,091 | 1,180,769 | $ 2,739,440 | 2,342,582 |
Gross Profit | 533,229 | 514,595 | 1,457,495 | 824,416 |
Operating Expenses | ||||
Research and development | 9,763 | 0 | 53,408 | 0 |
Stock based compensation - general and administrative | 465,600 | 101,607 | 676,341 | 101,607 |
Selling. General and Administrative Expenses | 2,232,882 | 426,677 | 3,623,658 | 814,875 |
Total Operating Expenses | 2,708,245 | 528,284 | 4,353,407 | 916,482 |
Operating (Loss) Income | (2,175,016) | (13,689) | (2,895,912) | (92,066) |
Other Income | ||||
Other Income | 25,837 | 7,497 | 25,182 | 7,497 |
Total Other Income | 36,785 | 7,497 | (275,270) | 7,497 |
(Loss) Income Before Provision for Income Taxes | (2,138,231) | (6,192) | (3,171,182) | (84,569) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net (Loss) Income | $ (2,138,231) | $ (6,192) | $ (3,171,182) | $ (84,569) |
Basic and Diluted (Loss) Earnings Per Common Share | $ (0.23) | $ 0 | $ (0.35) | $ (0.02) |
As Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Sales | $ 1,404,028 | $ 2,932,428 | ||
Cost of Goods Sold | 1,180,769 | 2,342,582 | ||
Gross Profit | 223,259 | 589,846 | ||
Operating Expenses | ||||
Research and development | 0 | 0 | ||
Stock based compensation - general and administrative | 101,607 | 101,607 | ||
Selling. General and Administrative Expenses | 426,677 | 814,875 | ||
Total Operating Expenses | 528,284 | 916,482 | ||
Operating (Loss) Income | (305,025) | (326,636) | ||
Other Income | ||||
Gain on settlement | 0 | 0 | ||
Other Income | 7,497 | 7,497 | ||
Total Other Income | 7,497 | 7,497 | ||
(Loss) Income Before Provision for Income Taxes | (297,528) | (319,139) | ||
Provision for Income Taxes | 0 | 0 | ||
Net (Loss) Income | $ (297,528) | $ (319,139) | ||
Basic and Diluted (Loss) Earnings Per Common Share | $ (0.06) | $ (0.06) | ||
As Restated [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net Sales | $ 1,695,364 | $ 3,166,998 | ||
Cost of Goods Sold | 1,180,769 | 2,342,582 | ||
Gross Profit | 514,595 | 824,416 | ||
Operating Expenses | ||||
Research and development | 0 | 0 | ||
Stock based compensation - general and administrative | 101,607 | 101,607 | ||
Selling. General and Administrative Expenses | 426,677 | 814,875 | ||
Total Operating Expenses | 528,284 | 916,482 | ||
Operating (Loss) Income | (13,689) | (92,066) | ||
Other Income | ||||
Gain on settlement | 0 | 0 | ||
Other Income | 7,497 | 7,497 | ||
Total Other Income | 7,497 | 7,497 | ||
(Loss) Income Before Provision for Income Taxes | (6,192) | (84,569) | ||
Provision for Income Taxes | 0 | 0 | ||
Net (Loss) Income | $ (6,192) | $ (84,569) | ||
Basic and Diluted (Loss) Earnings Per Common Share | $ 0 | $ (0.02) |