Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jul. 23, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40970 | |
Entity Registrant Name | TRUGOLF HOLDINGS, INC. | |
Entity Central Index Key | 0001857086 | |
Entity Tax Identification Number | 85-3269086 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 60 North 1400 West | |
Entity Address, City or Town | Centerville | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84014 | |
City Area Code | (801) | |
Local Phone Number | 298-1997 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | TRUG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,255,112 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,825,967 | $ 3,297,564 |
Restricted cash | 2,100,000 | |
Marketable investment securities | 2,478,953 | |
Accounts receivable, net | 1,930,450 | 2,398,872 |
Inventory, net | 2,335,653 | 2,119,084 |
Prepaid expenses | 61,855 | 262,133 |
Total current assets | 12,153,925 | 12,656,606 |
Property and equipment, net | 166,666 | 234,308 |
Capitalized software development costs, net | 363,879 | |
Right-of-use assets | 890,209 | 972,663 |
Other long-term assets | 1,905,983 | 1,905,983 |
Total assets | 15,480,662 | 15,769,560 |
Current liabilities: | ||
Accounts payable | 3,206,118 | 2,059,771 |
Customer deposits | 1,794,748 | 1,704,224 |
Line of credit, bank | 802,738 | 802,738 |
Margin line of credit account | 1,980,937 | |
Convertible notes payable | 954,622 | 954,622 |
Accrued interest | 542,631 | 459,872 |
Accrued and other current liabilities | 804,405 | 1,125,495 |
Accrued and other current liabilities - assumed in Merger | 295,008 | |
Lease liability, current portion | 347,809 | 334,255 |
Total current liabilities | 9,694,647 | 10,668,339 |
Non-current liabilities: | ||
Notes payable assumed in the Merger | 1,565,000 | |
PIPE loan payable, net | 4,320,947 | |
Dividend notes payable | 4,023,923 | 4,023,923 |
Gross sales royalty payable | 1,000,000 | 1,000,000 |
Lease liability, net of current portion | 574,363 | 668,228 |
Other liabilities | 81,560 | 63,015 |
Total liabilities | 24,553,285 | 19,687,288 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value, 10 million share authorized; zero shares issued and outstanding, respectively | ||
Treasury stock at cost, 4,692 shares of common stock held, respectively | (2,037,000) | (2,037,000) |
Additional paid-in capital | 6,623,839 | 10,479,738 |
Accumulated other comprehensive loss | (1,662) | |
Accumulated deficit / losses | (13,660,788) | (12,358,924) |
Total stockholders’ deficit | (9,072,623) | (3,917,728) |
Total liabilities and stockholders’ deficit | 15,480,662 | 15,769,560 |
Series A Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock | 1,154 | 120 |
Series B Common Stock [Member] | ||
Stockholders’ deficit: | ||
Common stock | 172 | |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Notes payable | 9,568 | 9,425 |
Non-current liabilities: | ||
Note payables | 2,400,345 | 2,402,783 |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable | 937,000 | 1,237,000 |
Non-current liabilities: | ||
Note payables | $ 892,500 | $ 861,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | |
Treasury stock, shares | 4,692 | 4,692 |
Series A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 11,558,252 | 13,098 |
Common stock, shares outstanding | 11,558,252 | 13,098 |
Series B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1,716,860 | 0 |
Common stock, shares outstanding | 1,716,860 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues, net | $ 5,012,022 | $ 5,083,199 |
Cost of revenues | 1,959,023 | 1,141,768 |
Gross profit | 3,052,999 | 3,941,431 |
Operating expenses: | ||
Royalties | 329,888 | 215,632 |
Salaries, wages and benefits | 1,841,595 | 2,231,434 |
Selling, general and administrative | 1,825,201 | 6,398,885 |
Total operating expenses | 3,996,684 | 8,845,951 |
(Loss) income from operations | (943,685) | (4,904,520) |
Other (expenses) income: | ||
Interest income | 30,587 | 21,497 |
Interest expense | (384,854) | (468,154) |
Loss on investment | (3,912) | |
Total other expense | (358,179) | (446,657) |
Loss from operations before income taxes | (1,301,864) | (5,351,177) |
Provision for income taxes | ||
Net loss | $ (1,301,864) | $ (5,351,177) |
Basic net loss per share attributable to common stockholders | $ (0.22) | $ (446.15) |
Diluted net loss per share attributable to common stockholders | $ (0.22) | $ (446.15) |
Basic weighted average common shares | 5,994,704 | 11,994 |
Diluted weighted average common shares | 5,994,704 | 11,994 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Other Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss | $ (1,301,864) | $ (5,351,177) |
Other comprehensive income: | ||
Unrealized gain in fair value of short-term investments | 11,914 | |
Comprehensive loss | $ (1,301,864) | $ (5,339,263) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] Series A Common Stock [Member] | Common Stock [Member] Series B Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 100 | $ (2,037,000) | $ 681,956 | $ (2,075,815) | $ (3,430,759) | |||
Balance, shares at Dec. 31, 2022 | 11,308 | (4,692) | ||||||
Issuance of common stock for services | $ 9 | 4,493,324 | 4,493,333 | |||||
Issuance of common stock for services, shares | 821 | |||||||
Unrealized gain in fair value of short term investments | 11,914 | 11,914 | ||||||
Net loss | (5,351,177) | (5,351,177) | ||||||
Balance at Mar. 31, 2023 | $ 109 | $ (2,037,000) | 5,175,280 | 11,914 | (7,426,992) | (4,276,689) | ||
Balance, shares at Mar. 31, 2023 | 12,129 | (4,692) | ||||||
Balance at Dec. 31, 2023 | $ 120 | $ (2,037,000) | 10,479,738 | (1,662) | (12,358,924) | (3,917,728) | ||
Balance, shares at Dec. 31, 2023 | 13,098 | (4,692) | ||||||
Net loss | (1,301,864) | (1,301,864) | ||||||
Realized gain in fair value of short term investments | 1,662 | 1,662 | ||||||
Common stock exchanged in Merger | $ (120) | (3,854,573) | (3,854,693) | |||||
Common stock exchanged in Merger, shares | (13,098) | |||||||
Common stock Series A exchanged and issued in Merger | $ 1,154 | (1,154) | ||||||
Common stock Series A exchanged and issued in Merger, shares | 11,538,252 | |||||||
Common stock Series B issued in Merger | $ 172 | (172) | ||||||
Common stock Series B issued in Merger, shares | 1,716,860 | |||||||
Balance at Mar. 31, 2024 | $ 1,154 | $ 172 | $ (2,037,000) | $ 6,623,839 | $ 0 | $ (13,660,788) | $ (9,072,623) | |
Balance, shares at Mar. 31, 2024 | 11,538,252 | 1,716,860 | (4,692) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,301,864) | $ (5,351,177) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 36,105 | 13,756 |
Amortization of PIPE convertible notes original issue discount | 947 | 257,233 |
Amortization of right-of-use asset | 82,454 | 72,520 |
Fair value of warrants in excess of fair value of debt | ||
Expenses paid by DMAC post Merger | ||
Bad debt expense | 205,920 | |
Change in OCI | 1,662 | |
Stock issued for services | 4,493,333 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 468,422 | 367,541 |
Inventory, net | (216,569) | (1,122,034) |
Prepaid expenses | 200,278 | 70,178 |
Other current assets | 2,478,953 | (40,422) |
Other assets | (1,875,000) | |
Accounts payable | 1,146,347 | 526,376 |
Customer deposits | 90,524 | (594,071) |
Accrued interest | 82,759 | 128,049 |
Accrued and other current liabilities | (321,090) | (158,586) |
Lease liability | (80,311) | (65,572) |
Net cash provided by (used in) operating activities | 2,668,617 | (3,071,956) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (332,342) | (46,650) |
Reduction in long term assets | (2,421,060) | |
Net cash used in investing activities | (332,342) | (2,467,710) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 1,875,000 | |
Repayments of liabilities assumed in the Merger | (15,716) | |
Repayments of notes payable | (2,295) | (33,616) |
Repayments of notes payable - related party | (268,500) | |
PIPE loan, net of OID discount | 4,320,000 | |
Cash acquired in Merger | 103,818 | |
Costs of Merger paid from PIPE loan | (2,082,787) | |
Repayment of line of credit | (1,980,937) | |
Increase in other liabilities | 18,545 | |
Dividends paid | 42,963 | |
Net cash provided by (used in) financing activities | 92,128 | 1,884,347 |
Net change in cash, cash equivalents, and restricted cash | 2,428,403 | (3,655,319) |
Cash, cash equivalents, and restricted cash, beginning of period | 5,397,564 | 9,656,266 |
Cash, cash equivalents and restricted cash, end of period | 7,825,967 | 6,000,947 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for income tax | ||
Cash paid for interest | 302,095 | 275,735 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING and FINANCING ACTIVITIES: | ||
Notes payable assumed in Merger | 1,565,000 | |
Accrued liabilities assumed in Merger | 310,724 | |
Remeasurement of common stock exchanged/issued in Merger | $ (1,875,724) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (1,301,864) | $ (5,351,177) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | Note 1 - Business Organization and Nature of Operations BUSINESS ORGANIZATION AND NATURE OF OPERATIONS On January 31, 2024 we completed the previously announced business combination pursuant to the terms of the Business Combination Agreement, dated as of July 21, 2023, which provided for, TruGolf Nevada being the surviving corporation of the merger and having become a direct, wholly owned subsidiary of Deep Medicine Acquisition Corp. (“DMAC”), a Delaware corporation and our predecessor company (“DMAQ”) as a consequence of the merger (together with the other transactions contemplated by the Business Combination Agreement). In connection with the consummation of the Business Combination, DMAQ changed its name to TruGolf Holdings, Inc. TruGolf Holdings, Inc.’s Class A common stock commenced trading on The Nasdaq Capital Market LLC under the ticker symbol “TRUG” on February 1, 2024. Trugolf Holdings, Inc. (the “Company” or “TruGolf”, “we”, “us”) was incorporated on July 8, 2020 as a Delaware corporation and formed for the purpose of effecting a business combination, with no material operation of its own. Our operations are conducted through our subsidiary TruGolf, Inc., a Nevada Corporation (“TruGolf Nevada”). TruGolf Nevada was formed as a Utah corporation on October 4, 1995, under the name “TruGolf, Incorporated”. TruGolf Nevada’s original business plan was the creation of golfing video games. On June 9, 1999, the TruGolf Nevada changed its name to “TruGolf, Inc.” Effective on April 26, 2016, TruGolf Nevada filed Articles of Merger with the State of Utah, Department of Commerce, and on April 28, 2016, TruGolf Nevada filed Articles of Merger with the Secretary of State of Nevada, pursuant to which TruGolf, Inc., a Utah corporation, merged with and into TruGolf Nevada, pursuant to a Plan of Merger. TruGolf Nevada was the surviving corporation in the merger. In connection with the Plan of Merger, TruGolf Nevada affected a four-for-one forward stock split of its outstanding common stock. For over 40 years, TruGolf, Incorporated (or “the Company”, “we”, “us”, or “our”) has been creating indoor golf software and hardware and are focused on both the residential and commercial golf simulation industries. We design, develop, manufacture and sell golf simulators for residential and commercial applications. We offer portable, professional, commercial and custom simulators. In addition, to bundling our software with our simulators, we offer our E6 Connect software and gaming software on a standalone basis. We have leveraged the power of our hardware and software platform to create a collection of multi-sport games including football, soccer, soccer golf, frisbee golf, zombie dodgeball, and cowboy target practice. TruGolf Nevada has been creating indoor golf software for 40 years. We began as a subsidiary of Access Software, Inc., a video game developer based in Salt Lake City, Utah (“ Access Software Since 1999, we have focused on establishing residential and commercial golf simulation as a viable industry, and since 2007, we have focused on fabricating custom golf simulators for luxury clients. Part of our initial strategy included partnering with hardware inventors to provide them world class software. Over time, we found that it was not viable to rely on these early hardware inventors alone, we also began building and selling our own hardware. In addition, we are working with a video game company to utilize their new dynamic graphics engine which will enable us to bring photorealistic golf courses to life through our E6 software (discussed below). In addition, we have developed multiple sources and 3 rd The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements. |
BUSINESS COMBINATION AND PURCHA
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION | Note 2. BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION On January 31, 2024, the Company issued a press release announcing that on January 31, 2024, it consummated the business combination (the “Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation (“TruGolf”). As a result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the “Merger”), with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company’s name was changed from Deep Medicine Acquisition Corp. to TruGolf Holdings, Inc. The Company’s Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024. Accounting for the Business Combination The Merger is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination will be those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. Exchange of TruGolf Nevada Shares for Shares of New TruGolf Based on 13,098 570.10 7,467,134 SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 13,098 Exchange Ratio 570.10 Estimated shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 The shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 1,716,860 The purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values. The fair values of the current assets acquired and current liabilities assumed in the Merger were determined to approximate carrying value due to their short-term nature. The following summarizes the allocation of the purchase price to net assets acquired in the Merger: SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS Cash and cash equivalents $ 103,818 Net proceeds from investment fund (PIPE) 2,237,213 Accounts payable and accrued expenses (310,724 ) Loans payable (1,565,000 ) Net assets $ 465,307 PIPE Convertible Notes payable assumed in Merger $ 4,800,000 Less: Original Issue Discount of 10 (480,000 ) PIPE Convertible Notes payable, net 4,320,000 Payment of closing costs and other expenses (2,082,787 ) Net proceeds from PIPE Convertible Notes payable assume in Merger $ 2,237,213 On November 2, 2023 and December 7, 2023, Deep Medicine Acquisition Corp. (“DMAQ”) executed loan agreements with certain accredited investors (together, the “Prior Loan Agreements”) pursuant to which such investors agreed to loan DMAQ up to an aggregate $ 11,000,000 15,500,000 1,409,091 1,550,000 The Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches. At the first closing (the “Initial Closing”) an aggregate principal amount of $ 4,650,000 4,185,000 10 As of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 480,000 4,320,000 9,468 947 Subject to satisfying the conditions discussed below, TruGolf Holdings, Inc. has the right under the Purchase Agreement, but not the obligation, to require that the PIPE Investors purchase additional Notes at up to two additional closings. Upon notice at any time after the 2nd trading day following the Initial Closing Date, TruGolf Holdings may require that the PIPE Investors purchase an additional aggregate principal amount of $ 4,650,000 4,185,000 6,200,000 5,580,000 In addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice, TruGolf Holdings sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum aggregate principal amount of $ 10,850,000 250,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3 – Summary of Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - Unaudited Interim Financial Information 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 in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and 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 condensed financial statements 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. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April 17, 2024. Basis of Presentation – Accounting for the Business Combination The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. Basis of Presentation – Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs. Actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 5,394,564 250,000 6,742,396 4,251,124 Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in corporate fixed income securities and U.S. Treasury securities. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations and comprehensive loss. The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting in a $ 0 Accounts Receivable, net We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326)., the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 326. We believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, there is a balance in the allowance for doubtful accounts of $ 1,395,688 1,227,135 Inventory, net All of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on an average or specific cost basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. As of March 31, 2024 and December 31, 2023, the Company had $ 448,360 429,050 Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Financial Accounting Standards Board (“FASB”) fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly, Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. Property and Equipment Our property and equipment are recorded at cost and depreciated using the straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 14,317 13,756 SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 10 Furniture and fixtures 3 15 Vehicles 5 Equipment 5 10 Capitalized software development costs We capitalize certain costs related to the development of our software used in our simulators. In accordance with authoritative guidance, including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed 332,252 18,463 313,889 18,463 363,889 50,000 The total of the Impairment of Long-lived Assets Our long-lived assets principally consist of property and equipment and right-of-use assets. We review, on a regular basis, our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived and intangible assets involves significant estimates and judgment on the part of management. Our estimates and assumptions may prove to be inaccurate due to factors such as changes in economic conditions, changes in our business prospects or other changing circumstances. Based on our most recently completed reviews, there were no indications of impairment associated with our long-lived assets. Leases Our lease portfolio is substantially comprised of operating leases related to leases for our corporate headquarters and warehouse. We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 A ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that changes the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted for as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. Revenue Recognition The Company recognizes revenue when the products and services are delivered. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable considerations. In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from product sales, rentals and subscription fees paid by the customer. We recognize subscription fees income and costs over the life of the agreement. Cost of Revenues Cost of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation). Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand. As a result of the introduction of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory. During the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 538,427 Royalties We have royalty agreements with certain software suppliers to pay royalties based on the number of units and subscriptions sold. The royalty percentages range between 20 30 329,888 215,632 Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. Prior to the Merger, the Company elected to be taxed as an S-Corporation that passes through all income and deductions to its members. The Company did not have any deferred tax benefits or liabilities prior to January 31, 2024. The Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties. Net Earnings (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The computation of basic and diluted income (loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period. Potential dilutive shares as of March 31, 2024 were 436,364 480,000 Recent Accounting Pronouncements Management has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that none of the pronouncements will have a material impact on our financial statements. We will continue to monitor the issuance of any new accounting pronouncements and assess their potential impact on the financial statements in future periods. Concentration of Credit and Supplier Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and trade accounts receivable. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. We maintain our cash deposits with established commercial banks. At times, balances may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits. We believe that credit risk with respect to trade accounts receivable is somewhat mitigated by our large number of geographically diverse customers and our credit evaluation procedures. We record trade accounts receivables at sales value and establish specific reserves for certain customer accounts identified as known collection problems due to insolvency, disputes or other collection issues. The amounts of the specific reserves estimated by management are determined by a loss rate model based on delinquency. We maintain reserves for potential losses. There were no customers that accounted for more than 10.0 We purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers, many of whom we have had over a 10 15 50.4 Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | Note 4. ACCOUNTS RECEIVABLE, NET Accounts receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2024 2023 Trade accounts receivable $ 3,316,779 $ 3,458,625 Other 9,360 167,382 Accounts receivable 3,326,138 3,626,007 Less allowance for doubtful accounts (1,395,688 ) (1,227,135 ) Total accounts receivable, net $ 1,930,450 $ 2,398,872 Accounts receivable are primarily made up of trade receivables due from customers in the ordinary course of business. Four customers accounted for more than 50.2 51.5 |
INVENTORY, NET
INVENTORY, NET | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY, NET | Note 5. INVENTORY, NET The following summarizes inventory as of March 31, 2024 and December 31, 2023: SCHEDULE OF INVENTORY 2024 2023 Inventory – raw materials $ 2,784,013 $ 2,548,134 Less reserve allowance for obsolescence (448,360 ) (429,050 ) Inventory, net $ 2,335,653 $ 2,119,084 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
SHORT-TERM INVESTMENTS | Note 6. SHORT-TERM INVESTMENTS In February 2023, we entered into a brokerage agreement and deposited $ 2,500,000 450,751 1,981,061 SCHEDULE OF MARKETABLE SECURITIES Corporate fixed income securities, weighted average yield and maturity 5.39 2.38 459,531 Government securities, weighted average yield and maturity of 4.91 3.25 2,051,805 Total short-term investments $ 2,511,336 We classify our short-term investments as available-for-sale securities as we may sell these securities at any time for use in operations or for other purposes. We record such securities at fair value in our balance sheet, with unrealized gains or losses reported as a component of accumulated comprehensive loss. The amount of unrealized gains or losses reclassified into earnings is based on specific identification when the securities are sold. We periodically evaluate if any security has experienced credit-related declines in fair value, which are recorded against an allowance for credit losses with an offsetting entry to interest and other expense, net on the statement of operations. As of March 31, 2024, the Company had no short-term investments. In March 2024, we traded out of our short-term investments and paid off the margin line of credit account. |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER LONG-TERM ASSETS | Note 7. OTHER LONG-TERM ASSETS The following summarizes other long-term assets as of March 31, 2024 and December 31, 2023: (there were long-term assets as of December 31, 2022): SCHEDULE OF OTHER LONG TERM ASSETS 2024 2023 Security deposit – Ethos Management loan $ 1,875,000 $ 1,875,000 Security deposits – leased facilities 30,983 30,983 Other long-term assets Total other long-term assets $ 1,905,983 $ 1,905,983 As a condition of funding on the Ethos Management loan, we placed a $ 1,875,000 The Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement. Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested. Due to the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination for materially breaching the Loan Agreement. Based on the termination for default clause in the Loan Agreement, we are entitled to retain all the funds disbursed by Ethos and Ethos must release the deposit collateral, which offsets in part the loan payable of $ 2,383,059 81,560 In February 2024, we entered into an agreement with Franchise Well, LLC, a franchising consultancy firm, to accelerate our global expansion through a regional developer franchise model. This relationship is pivotal for TruGolf as the power of franchising will amplify our global presence and cater to the growing demand for off-course golf experiences In March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor. The agreement gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 8. PROPERTY AND EQUIPMENT, NET The following summarizes property and equipment as of March 31, 2024 and December 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 Software and computer equipment $ 759,031 $ 809,031 Furniture and fixtures 230,883 230,883 Vehicles 59,545 59,545 Equipment 15,873 15,873 Property and equipment, gross 1,065,332 1,115,332 Less accumulated depreciation (898,666 ) (881,024 ) Property and equipment, net $ 166,666 $ 234,308 Depreciation expense for the three months ended March 31, 2024 and 2023, was $ 14,317 10,340 The following summarizes capitalized software development costs as of March 31, 2024: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS Capitalized software development costs $ 382,342 Less accumulated amortization (18,463 ) Capitalized software development costs, net $ 363,879 |
CUSTOMER DEPOSITS
CUSTOMER DEPOSITS | 3 Months Ended |
Mar. 31, 2024 | |
CUSTOMER DEPOSITS | Note. 9. CUSTOMER DEPOSITS Customer deposits are advance payments from customers prior to manufacturing and shipping a simulator. The prepayment amounts and timing vary depending on the product to be manufactured and delivery location. Customer deposits are included in current liabilities until the balance is applied to an order at the time of invoicing. As of March 31, 2024 and December 31, 2023, and 2022, customer deposits were $ 1,794,748 1,704,224 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 10. NOTES PAYABLE Notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF NOTES PAYABLE 2024 2023 Note payable – Ethos Management INC $ 2,383,059 $ 2,499,999 Note payable – Mercedes-Benz 26,854 29,149 Notes Payable 2,409,913 2,529,148 Less deferred loan fees – Ethos Management Inc. - (116,940 ) Less current portion (9,568 ) (9,425 ) Long-term portion $ 2,400,345 $ 2,402,783 Note Payable – Ethos Management INC In January 2023, we entered into a financing agreement with Ethos Asset Management INC (the “Ethos Asset Management Loan” or “Ethos”) in the principal amount of up to $ 10 833,333 10 4 1,875,000 The Ethos Asset Management Loan Agreement (“Loan Agreement”) stipulates that fundings should happen approximately every 30 banking days, subject to Ethos completing periodic internal audits to ensure the Company was in compliance with the terms of loan agreement. Ethos Management informed the Company in August 2023, that unrelated to TruGolf, Ethos Management is currently undergoing a routine audit of its loan portfolio, and pending the close of the audit, borrowers may experience delays in drawing on funds when requested. Due to the lack of additional fundings and in accordance with the terms of the Loan Agreement, in February 2024, we sent Ethos a notice of termination for materially breaching the Loan Agreement. Based on the termination for default clause in the Loan Agreement, we are entitled to retain all the funds disbursed by Ethos and Ethos must release the deposit collateral, which is offset in part by the security collateral of $ 1,875,000 Note Payable – Mercedes-Benz In November 2020, we entered into a $ 59,545 5.90 908 Note Payable – JP Morgan Chase In June 2021, we entered into a $ 500,000 3.00 8,994 In December 2023, we entered into a one-year line of credit facility with JP Morgan. See Note 11 – Lines of Credit 257,113 Notes Payable – assumed in Merger The Company assumed notes payable from the Merger in the amount of $ 1,565,000 1,265,000 300,000 50,000 1,565,500 |
PIPE Loans
PIPE Loans | 3 Months Ended |
Mar. 31, 2024 | |
Pipe Loans | |
PIPE Loans | Note 11. PIPE Loans On February 2, 2024, the Company executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors (together, the “PIPE Investors”). Pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $ 15,500,000 1,409,091 1,550,000 The Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches. At the first closing (the “Initial Closing”) an aggregate principal amount of $ 4,650,000 4,185,000 10 As of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 480,000 4,320,000 9,468 947 Subject to satisfying the conditions discussed below, the Company has the right under the Purchase Agreement, but not the obligation, to require that PIPE Investors purchase additional Notes at up to two additional closings. Upon notice at any time after the 2nd trading day following the Initial Closing Date, the Company may require that the PIPE Investors purchase an additional aggregate principal amount of $ 4,650,000 4,185,000 6,200,000 5,580,000 In addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice, the Company sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum aggregate principal amount of $ 10,850,000 250,000 |
RELATED PARTY NOTES PAYABLE
RELATED PARTY NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
RELATED PARTY NOTES PAYABLE | Note 12. RELATED PARTY NOTES PAYABLE Related party notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF RELATED PARTY NOTES PAYABLE 2024 2023 Notes payable - ARJ Trust $ 650,000 $ 650,000 Note payable - McKettrick 1,050,000 1,300,000 Note payable – Carver 129,500 148,000 Notes payable 1,829,500 2,098,000 Less current portion (937,000 ) (1,237,000 ) Long-term portion $ 892,500 $ 861,000 Future maturities of related party notes payable are as follows as of March 31, 2024: SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE 2024 (nine months) $ 968,500 2025 287,000 2026 287,000 2027 287,000 Total $ 1,829,500 Note Payable – ARJ Trust In December 2008, we entered into a $ 500,000 8.50 3,541 500,000 In June 2010, we entered into a second $ 150,000 8.50 1,063 150,000 As of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 650,000 2,911 March 31, 2024 March 31, 2025 The trustee of the ARJ Trust is a related party to the Company’s chief executive officer. Note Payable – McKettrick In May 2019, we entered into a $ 1,750,000 zero 250,000 December 1, 2027 There is a late fee of 5%, if not paid within 10 days of the due date 250,000 50,000 Note Payable – Carver In January 2021, we entered into a $ 222,000 zero 18,500 October 1, 2027 18,500 |
LINES OF CREDIT
LINES OF CREDIT | 3 Months Ended |
Mar. 31, 2024 | |
Lines Of Credit | |
LINES OF CREDIT | Note 13. LINES OF CREDIT In December 2023, we entered into a $ 2,000,000 3.00 3.50 The line of credit was secured by a pledge of $ 2,100,000 802,738 During February 2023, the Company entered into a variable rate line of credit with Morgan Stanley which is secured by the marketable securities held in our brokerage account. As of March 31, 2024 and December 31, 2023, the balance outstanding was $ 0 1,980,937 7.21 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Note 14. CONVERTIBLE NOTES PAYABLE In May 2022, we entered into two separate but identical $ 300,000 600,000 10.00 15 292 no February 25, 2023 The warrants are exercisable at $ 4,800 five years 9,600 40.06 80.17 5.00 2.95 The Note Holder has the right, at any time on or after the issuance date and prior to the maturity date, to convert all or any portion of the then outstanding and unpaid principal plus any accrued interest thereon into shares of the Company’s common stock. The per share conversion price will be convertible into shares of common stock equal to 70 In the event the Company (i) makes a public announcement that it intends to be acquired by, consolidate or merge with any other corporation or entity (other than a merger in which the Company is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Company; or (ii) any person, group or entity (including the Company) publicly announces a tender offer to purchase 50 In 2022 and at the time off issuance, the Company elected to follow the relative fair value method to allocate the proceeds to the warrants, OID, and convertible notes (collectively the “Financial Instruments”). Total estimated fair value of the Financial Instruments was $ 1,387,060 450,000 282,109 21,899 145,992 445,032 Based on an estimated 70% discounted conversion price, the Company recorded $ 192,857 225,000 450,000 16,480 July 31, 2023 375,000 In July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants will be cancelled when the Merger (business combination) with Deep Medicine Acquisition Corp. is completed. Also in July 2023, the convertible notes were modified whereby the maturity date was extended by up to an additional eight months (February 29, 2024), to be in two extensions of four months each. Five days prior to the extension deadline the Company will issue 9,000 18,000 During the three months ended March 31, 2024 and 2023, we recorded $ 0 0 0 |
DIVIDEND NOTES PAYABLE
DIVIDEND NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Dividend Notes Payable | |
DIVIDEND NOTES PAYABLE | Note 15. DIVIDEND NOTES PAYABLE Prior to the merger, we filed our tax returns as an S Corporation. Historically, all income tax liabilities and benefits of the Company are passed through to the shareholders annually through distributions. No 7,395,694 1,965,706 6.00 Dividends declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023: SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED 2024 2023 Distributions payments for tax liabilities $ - $ - Accrued interest on dividends payable 274,242 274,242 Dividends payable $ 4,023,923 $ 4,023,923 |
GROSS SALES ROYALTY PAYABLE
GROSS SALES ROYALTY PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Gross Sales Royalty Payable | |
GROSS SALES ROYALTY PAYABLE | Note 16. GROSS SALES ROYALTY PAYABLE In June 2015, we entered into a Royalty Purchase Agreement (the “Agreement”) with a purchaser (“Purchaser”) for a gross sales royalty. The Purchaser agreed to purchase a sales royalty for the sum of $ 1,000,000 1,000,000 20,833 20,833 i. If the trailing twelve-month revenue of the Company is equal to or less than $ 6,110,000 3.60 ii. If trailing twelve-month revenue of the Company is equal to or greater than $ 17,200,000 1.30 iii. If trailing twelve-month revenue of the Company is greater than $ 6,110,000 17,200,000 220,060 The royalty percentage was fixed at 3.6 2.4 The Agreement contains an option for a one-time buy down of the royalty rate. At any time following the date on which the Purchaser has received royalty payments that are, in the aggregate, equal to two times the then applicable Aggregate Installment Amount ($ 1,000,000 75 750,000 75 1,000,000 0.6 75 2.4 The Agreement also contains an option for a buyout upon the change of control. If pursuant to a proposed change of control the acquirer under such transaction requires, as a condition to the completion of such transaction, that the Company purchase and extinguish all amounts owing or to become owing to the Purchaser hereunder, the Company will pay the greater of: i. An amount equal to two times the aggregate installment amount as at the date of the change of control buyout notice; and ii. An amount equal to A multiplied by B multiplied by C, where: a. A is equal to the aggregate installment amount as at the date of the change of control divided by $ 22,500,000 b. B is equal to 0.8; and c. C is equal to the net equity value of the Company; or in the case of a proposed asset sale, the proposed net purchase price of all or substantially all of the Company’s assets. In the event the Company were required to buyout the Agreement as a condition of closing the proposed DMAC acquisition (which currently is not a condition), the Company would pay Purchaser $ 2,844,444 The Agreement has neither a stated maturity nor an interest rate. While the royalty percentage can be reduced via a buydown, as previously explained, the only avenue for terminating the Agreement is a buyout required by an acquirer in a change of control transaction. Absent the change of control, the Agreement will survive in perpetuity at a royalty rate of 2.4 0.6 Because the gross sales royalty payable has no stated fixed interest nor maturity, it is considered variable interest perpetual debt. The periodic variable payments to the Purchaser are recorded in interest expense. As of March 31, 2024 and December 31, 2023, the amount outstanding was $ 1,000,000 96,509 0 |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | Note 17. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES 2024 2023 Accrued payroll $ 9,124 $ 326,515 Credit cards 270,805 240,989 Warranty reserve 140,000 140,000 Sales tax payable 34,921 43,891 Other 349,556 374,100 Accrued and other current liabilities $ 804,405 $ 1,125,495 Accrued liabilities and other current liabilities assumed in Merger SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER Accrued tax payable $ 45,008 $ - Other current liabilities assumed in Merger 250,000 - Accrued liabilities and other current liabilities assumed in Merger $ 295,008 $ - |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | Note 18. STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized preferred stock of 10,000,000 0.0001 no Common Stock Common Stock – Series A The Company has authorized common stock – Series A of 90,000,000 0.0001 11,538,252 1,716,680 Upon closing of the Business Combination, shares of TruGolf Nevada common stock outstanding include the following: SCHEDULE OF COMMON STOCK Accrual Redemptions Number of % Ownership TruGolf Nevada shareholders – Series A 5,750,274 43.4 % TruGolf Nevada shareholders – Series B 1,716,860 13.0 % Private Placement Investors (2) 571,450 4.3 % DMAQ Public stockholders (3) 1,460,077 11.0 % DMAQ Directors and officers 280,000 2.1 % DMAQ Sponsor (4) 3,162,500 23.9 % I-Bankers (5) 313,951 2.4 % Total 13,255,112 100 % Based on 13,098 570.10 7,467,134 SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 13,098 Exchange Ratio 570.10 Shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 The shares issued to legacy TruGolf Nevada shareholders consists of 5,750,274 1,716,860 (2) DMAQ’s Insiders had an aggregate of 406,500 406,500 406,500 113,000 113,000 113,000 Each holder of a private right received one-tenth (1/10) of one share of DMAQ Class A common stock upon consummation of initial business combination 519,500 519,500 571,450 (3) Prior to and in connection with the approval of the Business Combination, holders of 378,744 943 379,687 574,764 1,265,000 12,650,000 (4) In connection with the Business Combination, 3,162,500 3,162,500 (5) Reflects the payment of transaction fee pursuant to the BCMA Amendment due at Closing, which was paid to I-Bankers a transaction fee equal to (i) $ 2,000,000 212,752 101,200 In March 2023, the Board of Directors authorized the issuance of 821 4,493,333 In April 2022, we secured the services of two consultants (also the Note Holders as described in Note 12 – Convertible Notes Payable Once services are performed, the first consultant will be provided a 3% stock grant; while the second consultant will be provided up to 7% of stock based on performance deliverables including: 1.75% on consummation of an initial bridge loan agreement, 1.75% on engaging an investment banker, 1.75% upon filing an S-1 including financial statements and footnotes, and 1.75% upon the closing of an initial public offering. The second consultant will be provided warrants at a 20% discount to the then current price per share, for up to 2% for achieving a $250 million valuation and 3% more for a $500 million valuation, as well as another 2% for opening the first franchise location, and 3% more once 100 franchise locations have been sold. As of the date of this filing, no stock grants or awards have been issued. Common Stock – Series B The Company has authorized common stock – Series B of 10,000,000 0.001 1,716,680 100 1,716,680 Warrants - Common stock – Series A and B As of March 31, 2024, the Company issued warrants to purchase 436,364 13 five years 1,409,091 4,800,000 436,364 703,000 1.61 1. The expected volatility of 227.52 2. The risk-free interest rate of 3.99 3. The expected life of five years As of March 31, 2024, the Company issued warrants to purchase 480,000 10 thirty months 1,550,000 4,800,000 480,000 662,400 1.38 1. The expected volatility of 227.52 2. The risk-free interest rate of 3.99 3. The expected life of thirty months |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION (Parenthetical) | Mar. 31, 2024 $ / shares |
Statement of Financial Position [Abstract] | |
Common stock, par value | $ 0.01 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 19. INCOME TAXES We have adopted the provisions of ASC 740-10-25, which provide recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. Prior to the merger, the Company was an S Corporation for federal and state income tax purposes with all income tax liabilities and/or benefits of the Company being passed through to the stockholders. As such, no recognition of federal or state income taxes for the Company has been provided for prior to January 31, 2024, the date of the consummation of the Merger. The Company incurred a net loss for the three months ended March 31, 2024 of $ 1,301,864 21 267,000 0 267,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 20. COMMITMENTS AND CONTINGENCIES Operating Leases As of March 31, 2024, we had two operating leases as follows: ● In June 2023, we entered into a new five 10,849 11,163 11,486 11,819 12,162 50 ● In December 2022, we entered into a new three 20,343 20,378 24,616 39 We utilize our incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. For 2023 and 2022, we used an estimated incremental borrowing rate of 10.00 5.90 Other information related to our operating leases is as follows: Right of use asset: SCHEDULE OF RIGHT OF USE ASSET As of December 31, 2023 $ 972,663 Amortization 82,454 As of March 31, 2024$ 890,209 Lease liability: SCHEDULE OF LEASE LIABILITY Lease liability – December 31, 2023 $ 1,002,483 Payments (80,311 ) As of March 31, 2024 $ 922,172 The table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on the Balance Sheet as of March 31, 2024: SCHEDULE OF MATURITY LEASE LIABILITY Year Minimum Lease Payments 2024 – (Nine Months) $ 303,478 2025 406,990 2026 140,163 2027 144,227 2028 60,809 Total 1,055,667 Less interest (133,495 ) Present value of future minimum lease payments 922,172 Less current portion (347,809 ) Long term lease liability $ 574,363 |
RELATED PARTY
RELATED PARTY | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | Note 21. RELATED PARTY As described in Note 14 – Dividend Notes Payable SCHEDULE OF DIVIDEND NOTES PAYABLE 2024 2023 Chief executive officer, Director and Shareholder $ 1,639,240 $ 1,639,240 Chief hardware officer, Director and Shareholder 786,976 786,976 Executive vice president, Director and Shareholder 817,457 817,457 Interim chief financial officer, Director and Shareholder 198,519 198,519 The Company’s chief executive officer is related to certain lenders of the Company as discussed in Note 12 – Related Party Notes Payable |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS We evaluate events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. The accompanying financial statements consider events through the date the financial statements were issued. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Unaudited Interim Financial Information | Basis of Presentation - Unaudited Interim Financial Information 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 in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and 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 condensed financial statements 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. Interim results are not necessarily indicative of the results for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April 17, 2024. |
Basis of Presentation – Accounting for the Business Combination | Basis of Presentation – Accounting for the Business Combination The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, DMAQ was treated as the acquired company for accounting purposes, whereas TruGolf Nevada was treated as the accounting acquirer. In accordance with this method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ, accompanied by a recapitalization. The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada. TruGolf Nevada has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances: ● Legacy TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf, ● TruGolf Nevada comprising the ongoing operations of New TruGolf, ● TruGolf Nevada contributing a majority of the governing body members of New TruGolf, and ● TruGolf Nevada’s senior management comprising the senior management of New TruGolf. |
Basis of Presentation – Principles of consolidation | Basis of Presentation – Principles of consolidation The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. |
Use of Estimates | Use of Estimates The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets and capitalized software costs. Actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 5,394,564 250,000 6,742,396 4,251,124 |
Marketable Investment Securities | Marketable Investment Securities The Company’s marketable investment securities are comprised of investments in corporate fixed income securities and U.S. Treasury securities. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of marketable securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations and comprehensive loss. The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting in a $ 0 |
Accounts Receivable, net | Accounts Receivable, net We manage credit risk associated with our accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and Accounting Standards Codification Topic 326, Credit Losses (Topic 326)., the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 326. We believe the concentration of credit risk, with respect to our receivables, is limited because our customer base is comprised of a number of geographically diverse customers. We manage credit risk through credit approvals and other monitoring procedures. Pursuant to Topic 326 for our accounts receivables, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. We believe our credit risk is somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowance for doubtful accounts. Based on management’s evaluation, there is a balance in the allowance for doubtful accounts of $ 1,395,688 1,227,135 |
Inventory, net | Inventory, net All of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation. Historic inventory costs are calculated on an average or specific cost basis. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. As of March 31, 2024 and December 31, 2023, the Company had $ 448,360 429,050 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Financial Accounting Standards Board (“FASB”) fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly, Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. |
Property and Equipment | Property and Equipment Our property and equipment are recorded at cost and depreciated using the straight-line over the estimated useful lives. Ordinary repair and maintenance costs are included in sales, general and administrative (“SG&A”) expenses on our statements of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net. We periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment. Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 14,317 13,756 SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 10 Furniture and fixtures 3 15 Vehicles 5 Equipment 5 10 |
Capitalized software development costs | Capitalized software development costs We capitalize certain costs related to the development of our software used in our simulators. In accordance with authoritative guidance, including ASC 985-20, Software-Costs of Software to be Sold, Leased or Marketed 332,252 18,463 313,889 18,463 363,889 50,000 The total of the |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Our long-lived assets principally consist of property and equipment and right-of-use assets. We review, on a regular basis, our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the asset to its estimated fair value. The determination of future cash flows as well as the estimated fair value of long-lived and intangible assets involves significant estimates and judgment on the part of management. Our estimates and assumptions may prove to be inaccurate due to factors such as changes in economic conditions, changes in our business prospects or other changing circumstances. Based on our most recently completed reviews, there were no indications of impairment associated with our long-lived assets. |
Leases | Leases Our lease portfolio is substantially comprised of operating leases related to leases for our corporate headquarters and warehouse. We determine whether an arrangement is a lease at the inception of the arrangement based on the terms and conditions in the contract. A contract contains a lease if there is an identified asset, and we have the right to control the asset for a period of time in exchange for consideration. Lease arrangements can take several forms. Some arrangements are clearly within the scope of lease accounting, such as a real estate contract that provides an explicit contractual right to use a building for a specified period of time in exchange for consideration. However, the right to use an asset can also be conveyed through arrangements that are not leases in form, such as leases embedded within service and supply contracts. We analyze all arrangements with potential embedded leases to determine if an identified asset is present, if substantive substitution rights are present, and if the arrangement provides the customer control of the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an individual asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide the lessor’s implicit rate, we use our incremental borrowing rate (“IBR”) at the commencement date in determining the present value of lease payments by utilizing a fully collateralized rate for a fully amortizing loan with the same term as the lease. Lease terms include options to extend the lease when it is reasonably certain those options will be exercised. For leases with terms greater than 12 A ROU asset is subject to the same impairment guidance as assets categorized as property and equipment. As such, any impairment loss on ROU assets is presented in the same manner as an impairment loss recognized on other long-lived assets. A lease modification is a change to the terms and conditions of a contract that changes the scope or consideration of a lease. For example, a change to the terms and conditions to the contract that adds or terminates the right to use one or more underlying assets, or extends or shortens the contractual lease term, is a modification. Depending on facts and circumstances, a lease modification may be accounted for as either: (1) the original lease plus the lease of a separate asset(s) or (2) a modified lease. A lease will be remeasured if there are changes to the lease contract that do not give rise to a separate lease. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the products and services are delivered. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable considerations. In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. We derive our revenue principally from product sales, rentals and subscription fees paid by the customer. We recognize subscription fees income and costs over the life of the agreement. |
Cost of Revenues | Cost of Revenues Cost of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation). Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand. As a result of the introduction of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory. During the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 538,427 |
Royalties | Royalties We have royalty agreements with certain software suppliers to pay royalties based on the number of units and subscriptions sold. The royalty percentages range between 20 30 329,888 215,632 |
Income Taxes | Income Taxes The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate. Prior to the Merger, the Company elected to be taxed as an S-Corporation that passes through all income and deductions to its members. The Company did not have any deferred tax benefits or liabilities prior to January 31, 2024. The Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net income (loss) per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive. The computation of basic and diluted income (loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period. Potential dilutive shares as of March 31, 2024 were 436,364 480,000 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management has evaluated all recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that none of the pronouncements will have a material impact on our financial statements. We will continue to monitor the issuance of any new accounting pronouncements and assess their potential impact on the financial statements in future periods. |
Concentration of Credit and Supplier Risk | Concentration of Credit and Supplier Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits and trade accounts receivable. Credit risk can be negatively impacted by adverse changes in the economy or by disruptions in the credit markets. We maintain our cash deposits with established commercial banks. At times, balances may exceed federally insured limits. We have not experienced any losses in such accounts and do not believe that we are exposed to any significant credit risk associated with our cash deposits. We believe that credit risk with respect to trade accounts receivable is somewhat mitigated by our large number of geographically diverse customers and our credit evaluation procedures. We record trade accounts receivables at sales value and establish specific reserves for certain customer accounts identified as known collection problems due to insolvency, disputes or other collection issues. The amounts of the specific reserves estimated by management are determined by a loss rate model based on delinquency. We maintain reserves for potential losses. There were no customers that accounted for more than 10.0 We purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers, many of whom we have had over a 10 15 50.4 |
Warrants | Warrants The fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the expected term of the warrants, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management’s judgment. Expected volatilities used in the valuation model are based on the average volatility of the comparable companies publicly traded on recognized stock exchanges. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of the grant. |
BUSINESS COMBINATION AND PURC_2
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION | SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 13,098 Exchange Ratio 570.10 Estimated shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 |
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS | SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS Cash and cash equivalents $ 103,818 Net proceeds from investment fund (PIPE) 2,237,213 Accounts payable and accrued expenses (310,724 ) Loans payable (1,565,000 ) Net assets $ 465,307 PIPE Convertible Notes payable assumed in Merger $ 4,800,000 Less: Original Issue Discount of 10 (480,000 ) PIPE Convertible Notes payable, net 4,320,000 Payment of closing costs and other expenses (2,082,787 ) Net proceeds from PIPE Convertible Notes payable assume in Merger $ 2,237,213 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIFE | SCHEDULE OF ESTIMATED USEFUL LIFE Category Estimated Useful Life Software and computer equipment 3 10 Furniture and fixtures 3 15 Vehicles 5 Equipment 5 10 |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | Accounts receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS 2024 2023 Trade accounts receivable $ 3,316,779 $ 3,458,625 Other 9,360 167,382 Accounts receivable 3,326,138 3,626,007 Less allowance for doubtful accounts (1,395,688 ) (1,227,135 ) Total accounts receivable, net $ 1,930,450 $ 2,398,872 |
INVENTORY, NET (Tables)
INVENTORY, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | The following summarizes inventory as of March 31, 2024 and December 31, 2023: SCHEDULE OF INVENTORY 2024 2023 Inventory – raw materials $ 2,784,013 $ 2,548,134 Less reserve allowance for obsolescence (448,360 ) (429,050 ) Inventory, net $ 2,335,653 $ 2,119,084 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF MARKETABLE SECURITIES | SCHEDULE OF MARKETABLE SECURITIES Corporate fixed income securities, weighted average yield and maturity 5.39 2.38 459,531 Government securities, weighted average yield and maturity of 4.91 3.25 2,051,805 Total short-term investments $ 2,511,336 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER LONG TERM ASSETS | The following summarizes other long-term assets as of March 31, 2024 and December 31, 2023: (there were long-term assets as of December 31, 2022): SCHEDULE OF OTHER LONG TERM ASSETS 2024 2023 Security deposit – Ethos Management loan $ 1,875,000 $ 1,875,000 Security deposits – leased facilities 30,983 30,983 Other long-term assets Total other long-term assets $ 1,905,983 $ 1,905,983 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following summarizes property and equipment as of March 31, 2024 and December 31, 2023: SCHEDULE OF PROPERTY AND EQUIPMENT 2024 2023 Software and computer equipment $ 759,031 $ 809,031 Furniture and fixtures 230,883 230,883 Vehicles 59,545 59,545 Equipment 15,873 15,873 Property and equipment, gross 1,065,332 1,115,332 Less accumulated depreciation (898,666 ) (881,024 ) Property and equipment, net $ 166,666 $ 234,308 |
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS | SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS Capitalized software development costs $ 382,342 Less accumulated amortization (18,463 ) Capitalized software development costs, net $ 363,879 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF NOTES PAYABLE 2024 2023 Note payable – Ethos Management INC $ 2,383,059 $ 2,499,999 Note payable – Mercedes-Benz 26,854 29,149 Notes Payable 2,409,913 2,529,148 Less deferred loan fees – Ethos Management Inc. - (116,940 ) Less current portion (9,568 ) (9,425 ) Long-term portion $ 2,400,345 $ 2,402,783 |
RELATED PARTY NOTES PAYABLE (Ta
RELATED PARTY NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF RELATED PARTY NOTES PAYABLE | Related party notes payable consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF RELATED PARTY NOTES PAYABLE 2024 2023 Notes payable - ARJ Trust $ 650,000 $ 650,000 Note payable - McKettrick 1,050,000 1,300,000 Note payable – Carver 129,500 148,000 Notes payable 1,829,500 2,098,000 Less current portion (937,000 ) (1,237,000 ) Long-term portion $ 892,500 $ 861,000 |
SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE | Future maturities of related party notes payable are as follows as of March 31, 2024: SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE 2024 (nine months) $ 968,500 2025 287,000 2026 287,000 2027 287,000 Total $ 1,829,500 |
DIVIDEND NOTES PAYABLE (Tables)
DIVIDEND NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Dividend Notes Payable | |
SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED | Dividends declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023: SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED 2024 2023 Distributions payments for tax liabilities $ - $ - Accrued interest on dividends payable 274,242 274,242 Dividends payable $ 4,023,923 $ 4,023,923 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES | Accrued and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES 2024 2023 Accrued payroll $ 9,124 $ 326,515 Credit cards 270,805 240,989 Warranty reserve 140,000 140,000 Sales tax payable 34,921 43,891 Other 349,556 374,100 Accrued and other current liabilities $ 804,405 $ 1,125,495 |
SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER | Accrued liabilities and other current liabilities assumed in Merger SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER Accrued tax payable $ 45,008 $ - Other current liabilities assumed in Merger 250,000 - Accrued liabilities and other current liabilities assumed in Merger $ 295,008 $ - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK | Upon closing of the Business Combination, shares of TruGolf Nevada common stock outstanding include the following: SCHEDULE OF COMMON STOCK Accrual Redemptions Number of % Ownership TruGolf Nevada shareholders – Series A 5,750,274 43.4 % TruGolf Nevada shareholders – Series B 1,716,860 13.0 % Private Placement Investors (2) 571,450 4.3 % DMAQ Public stockholders (3) 1,460,077 11.0 % DMAQ Directors and officers 280,000 2.1 % DMAQ Sponsor (4) 3,162,500 23.9 % I-Bankers (5) 313,951 2.4 % Total 13,255,112 100 % |
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION | SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION TruGolf Nevada Ordinary shares, par value $ 0.01 13,098 Exchange Ratio 570.10 Shares of New TruGolf common stock issued to TruGolf Nevada shareholders upon Closing 7,467,134 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF RIGHT OF USE ASSET | Right of use asset: SCHEDULE OF RIGHT OF USE ASSET As of December 31, 2023 $ 972,663 Amortization 82,454 As of March 31, 2024$ 890,209 |
SCHEDULE OF LEASE LIABILITY | Lease liability: SCHEDULE OF LEASE LIABILITY Lease liability – December 31, 2023 $ 1,002,483 Payments (80,311 ) As of March 31, 2024 $ 922,172 |
SCHEDULE OF MATURITY LEASE LIABILITY | The table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on the Balance Sheet as of March 31, 2024: SCHEDULE OF MATURITY LEASE LIABILITY Year Minimum Lease Payments 2024 – (Nine Months) $ 303,478 2025 406,990 2026 140,163 2027 144,227 2028 60,809 Total 1,055,667 Less interest (133,495 ) Present value of future minimum lease payments 922,172 Less current portion (347,809 ) Long term lease liability $ 574,363 |
RELATED PARTY (Tables)
RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF DIVIDEND NOTES PAYABLE | As described in Note 14 – Dividend Notes Payable SCHEDULE OF DIVIDEND NOTES PAYABLE 2024 2023 Chief executive officer, Director and Shareholder $ 1,639,240 $ 1,639,240 Chief hardware officer, Director and Shareholder 786,976 786,976 Executive vice president, Director and Shareholder 817,457 817,457 Interim chief financial officer, Director and Shareholder 198,519 198,519 |
SCHEDULE OF BUSINESS ACQUISIT_2
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION (Details) (Parentheticals) | Mar. 31, 2024 $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ 0.01 |
Merger Arrangement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ 0.01 |
SCHEDULE OF BUSINESS ACQUISIT_3
SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION (Details) - $ / shares | 1 Months Ended | 3 Months Ended |
Jul. 31, 2023 | Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Estimated shares | 18,000 | |
Merger Arrangement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ordinary shares outstanding | 13,098 | |
Exchange ratio | $ 570.10 | |
Estimated shares | 7,467,134 | |
TruGolf [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Ordinary shares outstanding | 13,098 |
SCHEDULE OF ALLOCATION OF PURCH
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS (Details) | Mar. 31, 2024 USD ($) |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Cash and cash equivalents | $ 103,818 |
Net proceeds from investment fund (PIPE) | 2,237,213 |
Accounts payable and accrued expenses | (310,724) |
Loans payable | (1,565,000) |
Net assets | 465,307 |
PIPE Convertible Notes payable assumed in Merger | 4,800,000 |
Less: Original Issue Discount of 10% | (480,000) |
PIPE Convertible Notes payable, net | 4,320,000 |
Payment of closing costs and other expenses | (2,082,787) |
Net proceeds from PIPE Convertible Notes payable assume in Merger | $ 2,237,213 |
SCHEDULE OF ALLOCATION OF PUR_2
SCHEDULE OF ALLOCATION OF PURCHASE PRICE TO NET ASSETS (Details) (Parentheticals) | Mar. 31, 2024 |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Original issue discount percentage | 10% |
BUSINESS COMBINATION AND PURC_3
BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2024 | Jul. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Aug. 02, 2024 | Feb. 02, 2024 | Dec. 07, 2023 | Nov. 02, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||
Estimated shares issued | 18,000 | ||||||||
Original issue discount percentage | 10% | 10% | |||||||
Convertible notes payable | $ 450,000 | ||||||||
Interest expense | $ 96,509 | $ 0 | |||||||
Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Original issue discount | $ 947 | 947 | |||||||
PIPE Convertible Loan [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Principal amount | $ 4,650,000 | 4,650,000 | $ 15,500,000 | ||||||
Gross proceeds from issuance of debt | $ 4,185,000 | ||||||||
Original issue discount percentage | 10% | 10% | |||||||
Convertible notes payable | $ 4,800,000 | $ 4,800,000 | |||||||
Original issue discount | 480,000 | 480,000 | |||||||
Debt instrument carrying value | 4,320,000 | 4,320,000 | |||||||
Interest expense | 9,468 | ||||||||
PIPE Convertible Loan [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Principal amount | $ 10,850,000 | ||||||||
Notes payble | $ 250,000 | ||||||||
PIPE Convertible Loan One [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Principal amount | $ 6,200,000 | 6,200,000 | |||||||
Gross proceeds from issuance of debt | $ 5,580,000 | ||||||||
Common Class A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase of warrants | 1,409,091 | ||||||||
Common Class B [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ordinary shares outstanding | 1,716,680 | 1,716,680 | |||||||
Purchase of warrants | 1,550,000 | ||||||||
Merger Arrangement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ordinary shares outstanding | 13,098 | 13,098 | |||||||
Share price | $ 570.10 | $ 570.10 | |||||||
Estimated shares issued | 7,467,134 | ||||||||
Merger Arrangement [Member] | Common Class A [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated shares issued | 5,750,274 | ||||||||
Merger Arrangement [Member] | Common Class B [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated shares issued | 1,716,860 | ||||||||
Prior Loan Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Principal amount | $ 11,000,000 | $ 11,000,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIFE (Details) | Mar. 31, 2024 |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Software And Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Software And Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 15 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 5 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment useful life | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 15, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Cash and cash equivalents | $ 7,825,967 | $ 5,394,564 | ||
Cash, FDIC insured amount | 250,000 | |||
Cash, uninsured amount | 6,742,396 | 4,251,124 | ||
Marketable securities | 0 | |||
Allowance for doubtful accounts | 1,395,688 | 1,227,135 | ||
Inventory valuation reserves | 448,360 | 429,050 | ||
Depreciation expense | 14,317 | $ 10,340 | ||
Amortization of capitalized software | 18,463 | |||
Capitalized software | 382,342 | |||
Capitalized software accumulated amortization | 18,463 | |||
Capitalized software | $ 363,889 | $ 50,000 | ||
Operating lease term | 12 months | |||
Inventory write down | $ 171,502 | 171,502 | ||
Cost of revenue | 538,427 | 538,427 | ||
Royalty percentage | 2.40% | |||
Royalty expense | $ 329,888 | $ 215,632 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk percentage | 10% | 10% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk percentage | 50.40% | |||
Common Class A [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Purchase of warrants | 436,364 | |||
Common Class B [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Purchase of warrants | 480,000 | |||
Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Royalty percentage | 20% | |||
Property plant and equipment useful life | 10 years | |||
Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Royalty percentage | 30% | |||
Property plant and equipment useful life | 15 years | |||
Software And Computer Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Capitalized computer software gross | $ 332,252 | |||
Capitalized software | $ 313,889 | |||
Software And Computer Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 3 years | |||
Software And Computer Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 10 years | |||
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 14,317 | $ 13,756 |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Trade accounts receivable | $ 3,316,779 | $ 3,458,625 |
Other | 9,360 | 167,382 |
Accounts receivable | 3,326,138 | 3,626,007 |
Less allowance for doubtful accounts | (1,395,688) | (1,227,135) |
Total accounts receivable, net | $ 1,930,450 | $ 2,398,872 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 50.20% | 51.50% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory – raw materials | $ 2,784,013 | $ 2,548,134 |
Less reserve allowance for obsolescence | (448,360) | (429,050) |
Inventory, net | $ 2,335,653 | $ 2,119,084 |
SCHEDULE OF MARKETABLE SECURITI
SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | $ 0 | |
Total short-term investments | $ 2,511,336 | |
Corporate Securities [Member] | ||
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | 459,531 | |
Government Securities [Member] | ||
Guarantor Obligations [Line Items] | ||
Government securities, weighted average yield and maturity of 4.91% and 3.25 years, respectively | $ 2,051,805 |
SCHEDULE OF MARKETABLE SECURI_2
SCHEDULE OF MARKETABLE SECURITIES (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 | |
Corporate Securities [Member] | |
Guarantor Obligations [Line Items] | |
Weighted average yield | 5.39% |
Weighted average maturity | 2 years 4 months 17 days |
Government Securities [Member] | |
Guarantor Obligations [Line Items] | |
Weighted average yield | 4.91% |
Weighted average maturity | 3 years 3 months |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details Narrative) - USD ($) | Mar. 31, 2024 | Feb. 28, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Corporate fixed income securities | $ 0 | |
Corporate Bonds [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Corporate fixed income securities | $ 450,751 | |
Treasury Securities [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Government securities | 1,981,061 | |
Brokerage Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Short term borrowings | $ 2,500,000 |
SCHEDULE OF OTHER LONG TERM ASS
SCHEDULE OF OTHER LONG TERM ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total other long-term assets | $ 1,905,983 | $ 1,905,983 |
Ethos Management Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Security deposits – leased facilities | 1,875,000 | 1,875,000 |
Leased Facilities [Member] | ||
Short-Term Debt [Line Items] | ||
Security deposits – leased facilities | $ 30,983 | $ 30,983 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details Narrative) - Ethos Asset Management Loan Agreement [Member] | Mar. 31, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Security loan | $ 1,875,000 |
Loans payable | 2,383,059 |
Accrued interest | $ 81,560 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,065,332 | $ 1,115,332 |
Less accumulated depreciation | (898,666) | (881,024) |
Property and equipment, net | 166,666 | 234,308 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 759,031 | 809,031 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 230,883 | 230,883 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 59,545 | 59,545 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 15,873 | $ 15,873 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Capitalized software development costs | $ 382,342 | |
Less accumulated amortization | (18,463) | |
Capitalized software development costs, net | $ 363,879 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14,317 | $ 10,340 |
CUSTOMER DEPOSITS (Details Narr
CUSTOMER DEPOSITS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Customer deposits | $ 1,794,748 | $ 1,704,224 | $ 1,704,224 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Nonrelated Party [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | $ 2,409,913 | $ 2,529,148 |
Less deferred loan fees – Ethos Management Inc. | (116,940) | |
Less current portion | (9,568) | (9,425) |
Long-term portion | 2,400,345 | 2,402,783 |
Ethos Management Inc [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | 2,383,059 | 2,499,999 |
Mercedes Benz [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Notes Payable | $ 26,854 | $ 29,149 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2023 | Jun. 30, 2021 | Nov. 30, 2020 | Mar. 31, 2024 | Jul. 29, 2023 | Dec. 31, 2023 | Feb. 09, 2023 | Oct. 15, 2022 | |
Debt Instrument [Line Items] | ||||||||
Interest rate | 10% | |||||||
Principal interest amount | $ 750,000 | |||||||
Line of credit | 802,738 | $ 802,738 | ||||||
Notes payable assumed in the Merger | 1,565,000 | |||||||
Notes payable | $ 1,565,500 | |||||||
Mercedes Benz [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 59,545 | |||||||
Interest rate | 5.90% | |||||||
Monthly payment | $ 908 | |||||||
JP Morgan Chase [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 500,000 | |||||||
Annual interest rate | 3% | |||||||
Principal interest amount | $ 8,994 | |||||||
Line of credit | $ 257,113 | |||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | First Extension Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 1,265,000 | |||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | Second Extension Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 300,000 | |||||||
Monthly payment | $ 50,000 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 0.60% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Annual interest rate | 2.40% | |||||||
Ethos Asset Management INC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 10,000,000 | |||||||
Annual interest rate | 4% | |||||||
Security deposit collateral | $ 1,875,000 | |||||||
Ethos Asset Management INC [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing proceeds | 833,333 | |||||||
Ethos Asset Management INC [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Financing proceeds | $ 10 |
PIPE Loans (Details Narrative)
PIPE Loans (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 02, 2024 | May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Purchase of warrants | 4,800 | |||||
Gross proceeds | $ 145,992 | |||||
Convertible notes payable | $ 450,000 | |||||
Original issue discount | $ 954,622 | $ 954,622 | ||||
Net balance | 1,829,500 | |||||
Interest expense | 96,509 | $ 0 | ||||
Interest expense original issue discount | $ 192,857 | |||||
Pipe Convertible Notes Payable [Member] | ||||||
Interest expense | 9,468 | |||||
Interest expense original issue discount | 947 | |||||
Pipe Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | ||||||
Convertible notes payable | 4,800,000 | |||||
Original issue discount | 480,000 | |||||
Net balance | $ 4,320,000 | |||||
Series A Warrants [Member] | ||||||
Purchase of warrants | 436,364 | |||||
Convertible notes payable | $ 4,800,000 | |||||
Series A Warrants [Member] | Maximum [Member] | ||||||
Purchase of warrants | 1,409,091 | |||||
Series B Warrants [Member] | ||||||
Purchase of warrants | 480,000 | |||||
Convertible notes payable | $ 4,800,000 | |||||
Series B Warrants [Member] | Maximum [Member] | ||||||
Purchase of warrants | 1,550,000 | |||||
The Purchase Agreement [Member] | ||||||
Principal amount | $ 4,650,000 | |||||
Gross proceeds | $ 4,185,000 | |||||
Original issue discount percentage | 10% | |||||
The Purchase Agreement [Member] | Series A Warrants [Member] | ||||||
Purchase of warrants | 1,409,091 | |||||
The Purchase Agreement [Member] | Series B Warrants [Member] | ||||||
Purchase of warrants | 1,550,000 | |||||
Convertible Debt [Member] | The Purchase Agreement [Member] | ||||||
Principal amount | $ 15,500,000 | |||||
PIPE Convertible Notes [Member] | The Purchase Agreement [Member] | ||||||
Principal amount | 4,650,000 | $ 6,200,000 | ||||
Gross proceeds | $ 4,185,000 | 5,580,000 | ||||
PIPE Convertible Notes [Member] | The Purchase Agreement [Member] | Maximum [Member] | ||||||
Principal amount | 10,850,000 | |||||
PIPE Convertible Notes [Member] | The Purchase Agreement [Member] | Minimum [Member] | ||||||
Principal amount | $ 250,000 |
SCHEDULE OF RELATED PARTY NOTES
SCHEDULE OF RELATED PARTY NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | $ 1,829,500 | |
ARJ Trust [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 650,000 | $ 650,000 |
Mc Kettrick [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 1,050,000 | 1,300,000 |
Carver [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 129,500 | 148,000 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Notes payable | 1,829,500 | 2,098,000 |
Less current portion | (937,000) | (1,237,000) |
Long-term portion | $ 892,500 | $ 861,000 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE (Details) | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (nine months) | $ 968,500 |
2025 | 287,000 |
2026 | 287,000 |
2027 | 287,000 |
Total | $ 1,829,500 |
RELATED PARTY NOTES PAYABLE (De
RELATED PARTY NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021 | May 31, 2019 | Jun. 30, 2010 | Dec. 31, 2008 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument interest percentage | 10% | |||||||
Debt instrument accrued interest | $ 16,480 | |||||||
Debt instrument periodic payment | $ 750,000 | |||||||
Debt instrument Maturity date | Jul. 31, 2023 | |||||||
ARJ Trust [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | 650,000 | $ 650,000 | ||||||
Debt instrument accrued interest | $ 2,911 | 2,911 | ||||||
Debt instrument Maturity start date | Mar. 31, 2024 | |||||||
Debt instrument Maturity end date | Mar. 31, 2025 | |||||||
ARJ Trust [Member] | Notes Payable One [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 500,000 | $ 500,000 | 500,000 | |||||
Debt instrument interest percentage | 8.50% | |||||||
Debt instrument periodic interest payment | $ 3,541 | |||||||
ARJ Trust [Member] | Notes Payable Two [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 150,000 | 150,000 | $ 150,000 | |||||
Debt instrument interest percentage | 8.50% | |||||||
Debt instrument periodic interest payment | $ 1,063 | |||||||
Mc Kettrick [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 1,750,000 | |||||||
Debt instrument interest percentage | 0% | |||||||
Debt instrument periodic payment | $ 250,000 | 250,000 | ||||||
Debt instrument Maturity date | Dec. 01, 2027 | |||||||
Debt instrument fee | There is a late fee of 5%, if not paid within 10 days of the due date | |||||||
Debt instrument extension fee | 50,000 | |||||||
Carver [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 222,000 | |||||||
Debt instrument interest percentage | 0% | |||||||
Debt instrument periodic payment | $ 18,500 | $ 18,500 | ||||||
Debt instrument Maturity date | Oct. 01, 2027 |
LINES OF CREDIT (Details Narrat
LINES OF CREDIT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 802,738 | $ 802,738 |
Morgan Stanley [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 1,980,937 | $ 0 |
Annual interest rate | 7.21% | |
JP Morgan Chase Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 2,000,000 | |
Annual interest rate | 3% | |
Adjusted rate percentage | 3.50% | |
Restricted cash | $ 2,100,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 | May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 01, 2024 | |
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 450,000 | |||||
Original issue discount percentage | 10% | |||||
Warrants exercisable | 4,800 | |||||
Debt instrument Maturity date | Jul. 31, 2023 | |||||
Expected term | 5 years | 5 years | ||||
Proceeds from warrants exercise | $ 9,600 | |||||
Conversion of common stock percentage | 70% | |||||
Common stock purchase percentage | 50% | |||||
Fair value of the financial instruments | 1,387,060 | |||||
Proceeds from warrants | 450,000 | |||||
Proceeds from debt | 145,992 | |||||
Warrants and the convertible notes | 445,032 | |||||
Interest expense | $ 192,857 | |||||
Accrued interest | 16,480 | |||||
Debt borrowing limit | $ 375,000 | |||||
Common stock Series B issued in Merger, shares | 18,000 | |||||
Remaining original issuance discount | $ 0 | 0 | ||||
Amortization of original issue discount | $ 0 | $ 0 | ||||
Extensions One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Common stock Series B issued in Merger, shares | 9,000 | |||||
Extensions Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Common stock Series B issued in Merger, shares | 9,000 | |||||
Warrants [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from warrants | 282,109 | |||||
Original Issue Discount [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Proceeds from warrants | 21,899 | |||||
Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest percentage | 0.60% | |||||
Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument interest percentage | 2.40% | |||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 40.06 | |||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 80.17 | |||||
Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Expected term | 5 years | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Risk free interest rate | 2.95 | |||||
Notes One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | 225,000 | |||||
Notes Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 225,000 | |||||
Note Holder [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 600,000 | |||||
Debt instrument interest percentage | 10% | |||||
Original issue discount percentage | 15% | |||||
Note Holder [Member] | Notes One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 300,000 | |||||
Note Holder [Member] | Notes Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 300,000 | |||||
Convertible Notes [Member] | Individual Consultants Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants exercisable | 292 | |||||
Debt instrument Maturity date | Feb. 25, 2023 | |||||
Convertible Notes [Member] | Individual Consultants One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Prepayment penalty | $ 0 |
SCHEDULE OF DIVIDENDS DECLARED,
SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Dividend Notes Payable | ||
Distributions payments for tax liabilities | ||
Accrued interest on dividends payable | 274,242 | 274,242 |
Dividends payable | $ 4,023,923 | $ 4,023,923 |
DIVIDEND NOTES PAYABLE (Details
DIVIDEND NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividend Notes Payable | |||
Dividends declared | $ 0 | $ 0 | $ 7,395,694 |
Payments to shareholders | $ 1,965,706 | ||
Interest rate dividend percentage | 6% |
GROSS SALES ROYALTY PAYABLE (De
GROSS SALES ROYALTY PAYABLE (Details Narrative) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jun. 01, 2017 USD ($) | Jun. 15, 2015 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | May 31, 2017 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty expense | $ 329,888 | $ 215,632 | ||||
Payment for royalties | 1,000,000 | $ 1,000,000 | ||||
Revenues | 538,427 | 538,427 | ||||
Royalty percentage | 2.40% | |||||
Gross sales royalty payable | $ 1,000,000 | $ 1,000,000 | ||||
Aggregate purchase installment percentage | 75 | |||||
Purchaser amount | $ 750,000 | |||||
Aggregate installment amount | 22,500,000 | |||||
Interest expense | $ 96,509 | $ 0 | ||||
Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 30% | |||||
Royalty rate percentage | 2.40% | |||||
Minimum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 20% | |||||
Royalty rate percentage | 0.60% | |||||
Royalty Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty expense | $ 1,000,000 | |||||
Prepaid royalties | $ 1,000,000 | |||||
Payment for royalties | $ 20,833 | |||||
Royalty percentage | 2.40% | 3.60% | ||||
Royalty Purchase Agreement [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payment for royalties | $ 20,833 | |||||
Royalty Purchase Agreement One [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 6,110,000 | |||||
Revenues percentage | 3.60% | |||||
Royalty Purchase Agreement One [Member] | Minimum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 6,110,000 | |||||
Royalty Purchase Agreement Two [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 17,200,000 | |||||
Revenues percentage | 1.30% | |||||
Royalty Purchase Agreement Three [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 220,060 | |||||
Royalty Purchase Agreement Three [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Revenues | $ 17,200,000 | |||||
DMAC Acquisition [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Purchaser amount | $ 2,844,444 | |||||
DMAC Acquisition Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty percentage | 0.60% |
SCHEDULE OF ACCRUED AND OTHER C
SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 326,515 | $ 9,124 |
Credit cards | 240,989 | 270,805 |
Warranty reserve | 140,000 | 140,000 |
Sales tax payable | 43,891 | 34,921 |
Other | 374,100 | 349,556 |
Accrued and other current liabilities | $ 1,125,495 | $ 804,405 |
SCHEDULE OF ACCRUED LIABILITIES
SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER (Details) - Merger [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Accrued tax payable | $ 45,008 | |
Other current liabilities assumed in Merger | 250,000 | |
Accrued liabilities and other current liabilities assumed in Merger | $ 295,008 |
SCHEDULE OF COMMON STOCK (Detai
SCHEDULE OF COMMON STOCK (Details) | Mar. 31, 2024 shares |
Tru Golf Nevada Shareholders Series A [Member] | |
DMAQ Sponsor (4) | 5,750,274 |
Accrual Redemptions ownership percentage | 43.40% |
Tru Golf Nevada Shareholders Series B [Member] | |
DMAQ Sponsor (4) | 1,716,860 |
Accrual Redemptions ownership percentage | 13% |
Private Placement Investors Two [Member] | |
DMAQ Sponsor (4) | 571,450 |
Accrual Redemptions ownership percentage | 4.30% |
DMAQ Publicstockholders Three [Member] | |
DMAQ Sponsor (4) | 1,460,077 |
Accrual Redemptions ownership percentage | 11% |
DMAQ Directors And Officers [Member] | |
DMAQ Sponsor (4) | 280,000 |
Accrual Redemptions ownership percentage | 2.10% |
DMAQ Sponsor Four [Member] | |
DMAQ Sponsor (4) | 3,162,500 |
Accrual Redemptions ownership percentage | 23.90% |
IBankers Five [Member] | |
DMAQ Sponsor (4) | 313,951 |
Accrual Redemptions ownership percentage | 2.40% |
TruGolf Holdings Inc [Member] | |
DMAQ Sponsor (4) | 13,255,112 |
Accrual Redemptions ownership percentage | 100% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2024 USD ($) $ / shares shares | Jul. 31, 2023 shares | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2024 shares | Feb. 24, 2024 | Feb. 01, 2024 | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 USD ($) | May 31, 2022 shares | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Common stock Series B issued in Merger, shares | 18,000 | ||||||||||
Conversion of stock description | Each holder of a private right received one-tenth (1/10) of one share of DMAQ Class A common stock upon consummation of initial business combination | ||||||||||
DMAQ Public stockholders | 379,687 | 379,687 | |||||||||
Cash | $ | $ 2,000,000 | $ 2,000,000 | |||||||||
Fair value of common stock | $ | $ 4,493,333 | ||||||||||
Stock based on performance description | Once services are performed, the first consultant will be provided a 3% stock grant; while the second consultant will be provided up to 7% of stock based on performance deliverables including: 1.75% on consummation of an initial bridge loan agreement, 1.75% on engaging an investment banker, 1.75% upon filing an S-1 including financial statements and footnotes, and 1.75% upon the closing of an initial public offering. The second consultant will be provided warrants at a 20% discount to the then current price per share, for up to 2% for achieving a $250 million valuation and 3% more for a $500 million valuation, as well as another 2% for opening the first franchise location, and 3% more once 100 franchise locations have been sold. As of the date of this filing, no stock grants or awards have been issued. | ||||||||||
Warrants issuance | 4,800 | ||||||||||
Expected term | 5 years | 5 years | |||||||||
Convertible notes payable | $ | $ 450,000 | ||||||||||
Value of Series A Warrants | $ | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 2.95 | ||||||||||
Measurement Input, Expected Term [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Expected term | 5 years | ||||||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 80.17 | ||||||||||
TruGolf Insiders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
TruGolf Nevada shareholders - Series A | 100% | 100% | |||||||||
Consultants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Authorized issuance of common stock | 821 | 821 | |||||||||
Fair value of common stock | $ | $ 4,493,333 | ||||||||||
DMAQ Class A Shares [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Additional shares redeemed | 943 | 943 | |||||||||
Private Rights [Member] | New TruGolf Class A Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock Series B issued in Merger, shares | 212,752 | ||||||||||
IPO [Member] | New TruGolf Class A Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock Series B issued in Merger, shares | 101,200 | ||||||||||
DMAQ Insiders [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 406,500 | ||||||||||
DMAQ Insiders [Member] | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 406,500 | ||||||||||
DMAQ Insiders [Member] | Private Rights [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 406,500 | ||||||||||
IBankers [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 113,000 | ||||||||||
IBankers [Member] | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 113,000 | ||||||||||
IBankers [Member] | Private Rights [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 113,000 | ||||||||||
DMAQ Class A Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 519,500 | ||||||||||
DMAQ Class A Common Stock [Member] | Sponsor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 3,162,500 | ||||||||||
DMAQ Class A Common Stock [Member] | Private Rights [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 519,500 | ||||||||||
New TruGolf Common Stock [Member] | Sponsor [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of shares | 3,162,500 | ||||||||||
New TruGolf Common Stock [Member] | Private Rights [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock Series B issued in Merger, shares | 1,265,000 | ||||||||||
DMAQ Sponsor (4) | 571,450 | ||||||||||
Conversion of shares | 12,650,000 | ||||||||||
DMAQ Class A Shares [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 378,744 | ||||||||||
DMAQ Public stockholders [Member] | Common Stock Subject to Mandatory Redemption [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
DMAQ Sponsor (4) | 574,764 | ||||||||||
TruGolf [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding | 13,098 | 13,098 | |||||||||
Merger Arrangement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Common stock, shares outstanding | 13,098 | 13,098 | |||||||||
Share price | $ / shares | $ 570.10 | $ 570.10 | |||||||||
Common stock Series B issued in Merger, shares | 7,467,134 | ||||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 11,538,252 | 11,538,252 | |||||||||
Warrants issuance | 436,364 | 436,364 | |||||||||
Warrant excise price | $ / shares | $ 13 | $ 13 | |||||||||
Warrants per share | $ / shares | $ 1.61 | $ 1.61 | |||||||||
Common Class A [Member] | Merger Arrangement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock Series B issued in Merger, shares | 5,750,274 | ||||||||||
Common A Class [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares outstanding | 11,538,252 | 11,538,252 | |||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 1,716,680 | 1,716,680 | |||||||||
Common stock, shares outstanding | 1,716,680 | 1,716,680 | |||||||||
Common Class B [Member] | Merger Arrangement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock Series B issued in Merger, shares | 1,716,860 | ||||||||||
Series A Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants issuance | 436,364 | 436,364 | |||||||||
Convertible notes payable | $ | $ 4,800,000 | $ 4,800,000 | |||||||||
Value of Series A Warrants | $ | $ 703,000 | ||||||||||
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 227.52 | ||||||||||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 3.99 | ||||||||||
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Expected term | 5 years | ||||||||||
Series A Warrants [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants issuance | 1,409,091 | 1,409,091 | |||||||||
Series B Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued | 1,716,860 | 1,716,860 | 0 | ||||||||
Common stock, shares outstanding | 1,716,860 | 1,716,860 | 0 | ||||||||
Warrants issuance | 480,000 | 480,000 | |||||||||
Warrant excise price | $ / shares | $ 10 | $ 10 | |||||||||
Expected term | 30 months | ||||||||||
Series B Warrants [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants issuance | 480,000 | 480,000 | |||||||||
Convertible notes payable | $ | $ 4,800,000 | $ 4,800,000 | |||||||||
Value of Series A Warrants | $ | $ 662,400 | ||||||||||
Warrants per share | $ / shares | $ 1.38 | $ 1.38 | |||||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 227.52 | ||||||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Risk-free interest rate | 3.99 | ||||||||||
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Expected term | 30 months | ||||||||||
Series B Warrants [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants issuance | 1,550,000 | 1,550,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax likelihood percentage description | Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. | |
Net loss | $ 1,301,864 | $ 5,351,177 |
Tax rate | 21% | |
Current operating loss carryforwards | $ 267,000 | |
Minimum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Valuation allowance | 0 | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Valuation allowance | $ 267,000 |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
As of December 31, 2023 | $ 972,663 | |
Amortization | 82,454 | $ 72,520 |
As of March 31, 2024$ | $ 890,209 |
SCHEDULE OF LEASE LIABILITY (De
SCHEDULE OF LEASE LIABILITY (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease liability – December 31, 2023 | $ 1,002,483 |
Payments | (80,311) |
As of March 31, 2024 | $ 922,172 |
SCHEDULE OF MATURITY LEASE LIAB
SCHEDULE OF MATURITY LEASE LIABILITY (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 – (Nine Months) | $ 303,478 | |
2025 | 406,990 | |
2026 | 140,163 | |
2027 | 144,227 | |
2028 | 60,809 | |
Total | 1,055,667 | |
Less interest | (133,495) | |
Present value of future minimum lease payments | 922,172 | $ 1,002,483 |
Less current portion | (347,809) | (334,255) |
Long term lease liability | $ 574,363 | $ 668,228 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2022 |
Weighted average discount rate - Operating lease | 10% | 5.90% | |
North Salt Lake City [Member] | |||
Lease term | 5 years | ||
Monthly lease payment through year I | $ 10,849 | ||
Monthly lease payment through year II | 11,163 | ||
Monthly lease payment through year III | 11,486 | ||
Monthly lease payment through year IV | 11,819 | ||
Monthly lease payment through year V | $ 12,162 | ||
Lease term | 50 months | ||
Centerville [Member] | |||
Lease term | 3 years | ||
Monthly lease payment through year I | $ 20,343 | ||
Monthly lease payment through year II | 20,378 | ||
Monthly lease payment through year III | $ 24,616 | ||
Lease term | 39 months |
SCHEDULE OF DIVIDEND NOTES PAYA
SCHEDULE OF DIVIDEND NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Chief Executive Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | $ 1,639,240 | $ 1,639,240 |
Chief Hardware Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | 786,976 | 786,976 |
Executive Vice President Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | 817,457 | 817,457 |
Interim Chief Financial Officer Director And Shareholder [Member] | ||
Related Party Transaction [Line Items] | ||
Interim chief financial officer, Director and Shareholder | $ 198,519 | $ 198,519 |