Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | STRAN & COMPANY, INC. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-260109) (the “Initial Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on November 8, 2021, and to the Registration Statement on Form S-1 filed with respect to the registration of additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended (File No. 333-260880) (the “Rule 462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statement”), is being filed to include an updated prospectus relating to the offer and sale of 4,478,134 shares of common stock issuable upon the exercise of warrants that were issued in connection with the Company’s initial public offering, and update and supplement, among other things, the information contained in the Registration Statement to include the information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 that was filed with the SEC on March 28, 2022 and the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 that was filed with the SEC on May 13, 2022.
The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this filing. All applicable registration fees were paid at the time of the original filing of each of the Initial Registration Statement and Rule 462(b) Registration Statement on October 7, 2021 and November 8, 2021, respectively. |
Entity Central Index Key | 0001872525 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | NV |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | |||
Cash | $ 40,004,860 | $ 32,226,668 | $ 647,235 |
Accounts Receivable, Net | 9,844,720 | 8,982,768 | 5,679,580 |
Deferred Income Taxes | 287,400 | 113,000 | |
Inventory | 6,147,458 | 5,230,792 | 2,499,049 |
Prepaid Corporate Taxes | 87,459 | 87,459 | |
Prepaid Expenses | 497,303 | 623,402 | 122,516 |
Deposits | 837,655 | 299,411 | 324,927 |
Total Current Assets | 57,706,855 | 47,563,500 | 9,273,307 |
PROPERTY AND EQUIPMENT, NET: | 650,185 | 615,837 | 449,972 |
OTHER ASSETS: | |||
Intangible Assets - Customer Lists, Net | 4,113,542 | 1,929,294 | 2,216,128 |
Due From Stockholder | 6,748 | ||
Right of Use Asset - Office Leases | 1,019,412 | 1,094,778 | 1,358,517 |
Total Other Assets | 5,132,954 | 3,024,072 | 3,581,393 |
Total Assets | 63,489,994 | 51,203,409 | 13,304,672 |
CURRENT LIABILITIES: | |||
Note Payable - Line of Credit | 1,650,000 | ||
Current Portion of Long Term Debt | 153,133 | ||
Current Portion of Contingent Earn-Out Liabilities | 1,572,970 | 665,855 | 402,730 |
Current Obligation under Right of Use Asset - Office Leases | 314,793 | 310,095 | 299,765 |
Accounts Payable and Accrued Expenses | 4,002,765 | 4,983,496 | 3,267,933 |
Accrued Payroll and Related | 711,020 | 836,915 | 1,021,971 |
Corporate Income Taxes Payable | 231,980 | ||
Unearned Revenue | 1,786,381 | 721,608 | 564,227 |
Rewards Program Liability | 10,043,878 | 43,878 | 173,270 |
Sales Tax Payable | 110,748 | 106,824 | 73,010 |
Note Payable - Wildman | 162,358 | 162,358 | 162,358 |
Total Current Liabilities | 18,704,913 | 7,831,029 | 8,000,377 |
LONG-TERM LIABILITIES: | |||
Long-Term Debt, Net of Current Portion | 766,829 | ||
Long-Term Contingent Earn-Out Liability | 1,488,603 | 976,078 | 1,850,960 |
Long-Term Obligation under Right of Use Asset - Office Leases | 704,619 | 784,683 | 1,058,752 |
Total Long- Term Liabilities | 2,193,222 | 1,760,761 | 3,676,541 |
STOCKHOLDER’S EQUITY: | |||
Common Stock, value | 2,014 | 1,976 | 1,000 |
Additional Paid-In Capital | 41,273,665 | 39,747,649 | |
Retained Earnings | 1,316,180 | 1,861,994 | 1,626,754 |
Total Stockholder's Equity | 42,591,859 | 41,611,619 | 1,627,754 |
Total Liabilities & Stockholder's Equity | $ 63,489,994 | $ 51,203,409 | $ 13,304,672 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 20,127,788 | 19,753,852 | 10,000,000 |
Common stock, shares outstanding | 20,127,788 | 19,753,852 | 10,000,000 |
Statements of Earnings (Loss) a
Statements of Earnings (Loss) and Retained Earnings (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
SALES | $ 12,259,583 | $ 7,544,191 | $ 39,702,714 | $ 37,752,173 |
COST OF SALES: | ||||
Purchases | 7,956,616 | 4,535,233 | 23,972,797 | 24,167,798 |
Freight | 1,084,802 | 717,250 | 3,893,847 | 2,099,511 |
Total Cost of Sales | 9,041,418 | 5,252,483 | 27,866,644 | 26,267,309 |
GROSS PROFIT | 3,218,165 | 2,291,708 | 11,836,070 | 11,484,864 |
OPERATING EXPENSES: | ||||
General and Administrative Expenses | 4,024,218 | 2,645,457 | 12,273,949 | 9,994,891 |
Total Operating Expenses | 4,024,218 | 2,645,457 | 12,273,949 | 9,994,891 |
EARNINGS (LOSS) FROM OPERATIONS | (806,053) | (353,749) | (437,879) | 1,489,973 |
OTHER INCOME AND (EXPENSE): | ||||
Other Expense | (3,680) | (83,148) | ||
Other Income | 90,595 | 15,366 | 10,000 | |
PPP Loan Forgiveness | 770,062 | |||
Interest Expense | (3,731) | (12,862) | (136,661) | (49,457) |
Total Other Income and Expenses | 83,184 | (12,862) | 565,619 | (39,457) |
INCOME BEFORE INCOME TAXES | (722,869) | (366,611) | 127,740 | 1,450,516 |
PROVISION FOR INCOME TAXES: | (177,055) | (76,526) | (107,500) | 422,236 |
NET EARNINGS | $ (545,814) | $ (290,085) | $ 235,240 | $ 1,028,280 |
NET EARNINGS PER COMMON SHARE | ||||
Basic (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.02 | $ 0.1 |
Diluted (in Dollars per share) | $ (0.02) | $ (0.03) | $ 0.01 | $ 0.1 |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic (in Shares) | 20,061,143 | 10,000,000 | 10,928,043 | 10,000,000 |
Diluted (in Shares) | 31,777,338 | 10,000,000 | 21,023,688 | 10,000,000 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Retained Earnings | Total |
Balance at Dec. 31, 2019 | $ 1,000 | $ 598,474 | $ 599,474 | |
Balance (in Shares) at Dec. 31, 2019 | 10,000,000 | |||
Net Earnings | 1,028,280 | 1,028,280 | ||
Balance at Dec. 31, 2020 | $ 1,000 | 1,626,754 | 1,627,754 | |
Balance (in Shares) at Dec. 31, 2020 | 10,000,000 | |||
Balance at Dec. 31, 2020 | $ 1,000 | 1,626,755 | 1,627,755 | |
Balance (in Shares) at Dec. 31, 2020 | 10,000,000 | |||
Net Earnings | (290,085) | (290,085) | ||
Balance at Mar. 31, 2021 | $ 1,000 | 1,336,670 | 1,337,670 | |
Balance (in Shares) at Mar. 31, 2021 | 10,000,000 | |||
Balance at Dec. 31, 2020 | $ 1,000 | 1,626,755 | 1,627,755 | |
Balance (in Shares) at Dec. 31, 2020 | 10,000,000 | |||
Balance at Dec. 31, 2020 | $ 1,000 | 1,626,754 | 1,627,754 | |
Balance (in Shares) at Dec. 31, 2020 | 10,000,000 | |||
IPO Stock Issuance, Net of Expenses | $ 499 | 17,944,652 | 17,945,151 | |
IPO Stock Issuance, Net of Expenses (in Shares) | 4,987,951 | |||
PIPE Stock Issuance, Net | $ 437 | 19,778,614 | 19,779,051 | |
PIPE Stock Issuance, Net (in Shares) | 4,371,926 | |||
IPO Warrants Exercised | $ 39 | 1,871,179 | 1,871,218 | |
IPO Warrants Exercised (in Shares) | 387,867 | |||
Stock-Based Compensation | $ 1 | 153,204 | 153,205 | |
Stock-Based Compensation (in Shares) | 6,108 | |||
Net Earnings | 235,240 | 235,240 | ||
Balance at Dec. 31, 2021 | $ 1,976 | 39,747,649 | 1,861,994 | 41,611,619 |
Balance (in Shares) at Dec. 31, 2021 | 19,753,852 | |||
IPO Warrants Exercised | $ 27 | 1,307,335 | 1,307,362 | |
IPO Warrants Exercised (in Shares) | 271,589 | |||
Asset Acquisition | $ 5 | 99,995 | 100,000 | |
Asset Acquisition (in Shares) | 46,083 | |||
Stock-Based Compensation | $ 6 | 118,686 | 118,692 | |
Stock-Based Compensation (in Shares) | 56,264 | |||
Net Earnings | (545,814) | (545,814) | ||
Balance at Mar. 31, 2022 | $ 2,014 | $ 41,273,665 | $ 1,316,180 | $ 42,591,859 |
Balance (in Shares) at Mar. 31, 2022 | 20,127,788 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net Earnings | $ (545,814) | $ (290,085) | $ 235,240 | $ 1,028,280 |
Noncash Items Included in Net Earnings: | ||||
Deferred Income Taxes (Credit) | (174,400) | (76,526) | (113,000) | |
Depreciation and Amortization | 144,253 | 84,448 | 446,713 | 222,087 |
Gain on Extinguishment of Debt | (770,062) | |||
Intangible Asset - Customer List Impairment | 64 | 63,204 | ||
Reduction in Wildman Earn-Out Payment | (215,360) | (611,757) | ||
Stock-Based Compensation | 118,692 | 153,205 | ||
(Increase) Decrease In: | ||||
Accounts Receivable | (861,952) | 1,662,666 | (3,303,188) | (563,047) |
Due From Wildman | (279,283) | 138,561 | ||
Inventory | (916,666) | (288,608) | (2,731,743) | (390,879) |
Prepaid Corporate Taxes | (87,459) | |||
Prepaid Expenses | 126,100 | (111,135) | (500,886) | 260,798 |
Deposits | (538,244) | 214,495 | 25,516 | (323,202) |
Increase (Decrease) In: | ||||
Accounts Payable and Accrued Expenses | (980,731) | (516,555) | 1,715,563 | (934,281) |
Accrued Payroll and Related | (125,895) | 57,538 | (185,056) | 145,794 |
Corporate Income Taxes Payable | (231,980) | 75,164 | ||
Unearned Revenue | 1,064,773 | (272,155) | 157,381 | 201,276 |
Rewards Program Liability | 10,000,000 | (129,392) | (129,392) | (1,895,849) |
Sales Tax Payable | 3,924 | (16,738) | 33,814 | 44,831 |
Net cash provided by operating activities | 7,098,744 | 38,670 | (5,833,887) | (1,990,467) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Additions to Intangible Assets - Customer Lists | (540,290) | |||
Additions to Property and Equipment | (87,624) | (123,084) | (388,948) | (176,465) |
Net cash provided by in investing activities | (627,914) | (123,084) | ||
New Borrowings: | ||||
Note Payable - Line of Credit | 1,400,000 | 5,725,000 | 4,680,000 | |
Long-Term Debt | 919,962 | |||
Debt Reduction: | ||||
Note Payable - Line of Credit | (1,400,000) | (7,375,000) | (5,180,000) | |
Long-Term Debt | (149,900) | |||
Change in Due To/From Stockholder | (48,717) | 6,748 | (44,055) | |
Proceeds from IPO Stock Issuance, Net | 17,945,151 | |||
Proceeds from PIPE Stock Issuance, Net | 19,779,051 | |||
Proceeds from Warrants Exercised | 1,307,362 | 1,871,218 | ||
Net cash provided by financing activities | 1,307,362 | (48,717) | 37,802,268 | 375,907 |
NET INCREASE (DECREASE) IN CASH | 7,778,192 | (133,131) | 31,579,433 | (1,791,025) |
CASH - BEGINNING | 32,226,668 | 647,235 | 647,235 | 2,438,260 |
CASH - ENDING | 40,004,860 | 514,104 | 32,226,668 | 647,235 |
Cash Paid During The Period For: | ||||
Interest | 3,731 | 12,862 | 136,661 | 49,457 |
Income Taxes | 76,073 | $ 360,906 | 347,072 | |
Schedule of Noncash Investing and Financing Transactions: | ||||
Cost of Intangible Asset - Customer List | 2,275,290 | 2,253,690 | ||
G.A.P. Contingent Earn-Out | (1,635,000) | (2,253,690) | ||
Restricted Stock | (100,000) | |||
Cash Used for Purchase of Intangible Asset - Customer List | 540,290 | |||
Cost of Inventory | 91,096 | 649,433 | ||
Note Payable - Wildman | (162,358) | |||
Working Capital | 941,919 | |||
Additional Acquisition Costs in AP | (62,433) | |||
Cash Used for Purchase Inventory and Working Capital | $ 970,582 | $ 487,075 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Organization - Stran & Company, Inc. (the “Company”), was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 24, 2021. 2. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs. 3. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”). 4. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 5. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. 6. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. 7. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or market value. 8. Property and Equipment - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years. 9. Intangible Asset - Customer List - The Company accounts for intangible assets under the provision of ASC 350-20 “Accounting for Goodwill and Other Intangible Assets.” The provision establishes standards for valuation and amortization of unidentifiable assets. Under ASC 350-20-35-1, the cost of unidentifiable intangible assets is measured by the excess cost over the fair value of net assets acquired. Intangible assets with indefinite useful lives shall not be amortized until its useful life is determined to be no longer infinite. The intangible assets are evaluated when a triggering event occurs, at least annually, for potential impairment. 10. Fair Value of Financial Instruments - The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability, and notes payable. The recorded values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability and notes payable approximate their fair values based on their short-term nature. 11. Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is aimed at creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards (“IFRS”). This new guidance provides a comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue guidance issued by the FASB. ASU 2014-09 also requires both qualitative and quantitative disclosures, including descriptions of performance obligations. On January 1, 2019, the Company adopted ASU 2014-09 and all related amendments (“ASC 606”) and applied its provisions to all uncompleted contracts using the modified retrospective basis. The application of this new revenue recognition standard resulted in no adjustment to the opening balance of retained earnings. Performance Obligations - Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the company determines the customer has obtained control over the promised good or service. The amount of revenue recognized reflects the consideration of which the Company expects to be entitled in exchange for the promised goods or services. The following provides detailed information on the recognition of the Company’s revenue from contracts with customers: Product Sales Reward Card Program All performance obligations are satisfied at a point in time. 12. Freight - The Company includes freight charges as a component of cost of goods sold. 13. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes 14. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes. The Company has historically utilized accelerated tax depreciation to minimize federal income taxes. 15. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants. 13. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations. 14. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. 15. Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. The Company remits sales, use, and GST taxes to Massachusetts, other state jurisdictions, and Canada, respectively. 16. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 17. Recent Accounting Pronouncements - Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its financial statements. | A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 16. Organization - Stran & Company, Inc. (the Company) was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 19, 2021. 17. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs. 18. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”). 19. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 20. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. 21. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. 22. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or market value. 23. Property and Equipment - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years. 24. Intangible Asset - Customer List - The Company accounts for intangible assets under the provision of ASC 350-20 “Accounting for Goodwill and Other Intangible Assets.” The provision establishes standards for valuation and amortization of unidentifiable assets. Under ASC 350-20-35-1, the cost of unidentifiable intangible assets is measured by the excess cost over the fair value of net assets acquired. Intangible assets with indefinite useful lives shall not be amortized until its useful life is determined to be no longer infinite. The intangible assets are evaluated when a triggering event occurs, at least annually, for potential impairment. 25. Fair Value of Financial Instruments - The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability, and notes payable. The recorded values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability and notes payable approximate their fair values based on their short-term nature. 26. Offering Costs - The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering 27. Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is aimed at creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards (“IFRS”). This new guidance provides a comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue guidance issued by the FASB. ASU 2014-09 also requires both qualitative and quantitative disclosures, including descriptions of performance obligations. On January 1, 2019, the Company adopted ASU 2014-09 and all related amendments (“ASC 606”) and applied its provisions to all uncompleted contracts using the modified retrospective basis. The application of this new revenue recognition standard resulted in no adjustment to the opening balance of retained earnings. Performance Obligations - Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the company determines the customer has obtained control over the promised good or service. The amount of revenue recognized reflects the consideration of which the Company expects to be entitled in exchange for the promised goods or services. The following provides detailed information on the recognition of the Company’s revenue from contracts with customers: Product Sales Reward Card Program All performance obligations are satisfied at a point in time. 28. Freight - The Company includes freight charges as a component of cost of goods sold. 29. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes 30. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes. The Company has historically utilized accelerated tax depreciation to minimize federal income taxes. 31. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants. 18. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations. 19. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options 20. Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. The Company remits sales, use, and GST taxes to Massachusetts, other state jurisdictions, and Canada, respectively. 21. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Allowance for Credit Loss [Abstract] | ||
ALLOWANCE FOR DOUBTFUL ACCOUNTS, NET | B. ALLOWANCE FOR DOUBTFUL ACCOUNTS, NET The Company uses the allowance method to account for uncollectible accounts receivable balances. Under the allowance method, an estimate of uncollectible customer balances is made based on the Company’s prior history and other factors such as credit quality of the customer and economic conditions of the market. Based on these factors, at March 31, 2022 and December 31, 2021, there was an allowance for doubtful accounts of $262,847 and $302,929, respectively. | B. ALLOWANCE FOR DOUBTFUL ACCOUNTS, NET The Company uses the allowance method to account for uncollectible accounts receivable balances. Under the allowance method, an estimate of uncollectible customer balances is made based on the Company’s prior history and other factors such as credit quality of the customer and economic conditions of the market. Based on these factors, at December 31, 2021 and 2020, there was an allowance for doubtful accounts of $302,929 and $150,847, respectively. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | C. INVENTORY Inventory consists of the following as of: March 31, December 31, 2022 2021 Finished Goods (branded products) $ 5,323,747 $ 4,124,738 Goods in Process (un-branded products) 823,711 1,106,054 $ 6,147,458 $ 5,230,792 | C. INVENTORY Inventory consists of the following as of: December 31, December 31, 2021 2020 Finished Goods (branded products) $ 4,124,738 $ 2,271,982 Goods in Process (un-branded products) 1,106,054 227,067 $ 5,230,792 $ 2,499,049 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | D. PROPERTY AND EQUIPMENT : Property and Equipment consists of the following as of: March 31, December 31, 2022 2021 Leasehold Improvements $ 5,664 $ 5,664 Office Furniture and Equipment 432,255 410,030 Software 1,041,351 975,952 Transportation Equipment 62,424 62,424 1,541,694 1,454,070 Accumulated Depreciation (891,509 ) (838,233 ) $ 650,185 $ 615,837 | D. PROPERTY AND EQUIPMENT : Property and Equipment consists of the following as of: December 31, December 31, 2021 2020 Leasehold Improvements $ 5,664 $ 5,664 Office Furniture and Equipment 410,030 342,692 Software 975,952 654,340 Transportation Equipment 62,424 62,424 1,454,070 1,065,120 Accumulated Depreciation (838,233 ) (615,148 ) $ 615,837 $ 449,972 |
Intangible Asset - Customer Lis
Intangible Asset - Customer List | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Asset - Customer List [Abstract] | ||
INTANGIBLE ASSET - CUSTOMER LIST | E. INTANGIBLE ASSET - Customer List : Wildman Acquisition The Company has acquired select assets and the customer list of an entity as discussed in Note H and Note L. The Company, using a Contingent Earn-Out Calculation, made the determination that the amounts allocated to Intangible Asset - Customer List amounted to $2,253,690. The intangible asset - customer list is amortized over 10 years. At March 31, 2022 and December 31, 2021, the Company’s evaluation of Intangible Asset - Customer List has resulted in accumulated impairment of $131,471 and $69,583, respectively. Amortization expense related to intangible asset - customer list was $53,055 and $37,561 for the three months ended March 31, 2022 and 2021. Estimated future amortization expense for the years: 2022 $ 212,222 2023 212,222 2024 212,222 2025 212,222 2026 212,222 $ 1,061,110 G.A.P. Acquisition The Company has acquired select assets and the customer list of an entity as discussed in Note H and Note L. The Company, using a Contingent Earn-Out Calculation, made the determination that the amounts allocated to Intangible Asset - Customer List amounted to $2,275,290. The intangible asset - customer list is amortized over 10 years. At March 31, 2022 and December 31, 2021, the Company’s evaluation of Intangible Asset - Customer List has resulted in accumulated impairment of zero. Amortization expense related to intangible asset - customer list was $37,922 and zero for the three months ended March 31, 2022 and 2021. Estimated future amortization expense for the years: 2022 $ 208,568 2023 227,529 2024 227,529 2025 227,529 2026 227,529 $ 1,118,684 | E. INTANGIBLE ASSET - Customer List : The Company has acquired select assets and the customer list of an entity as discussed in Note J and Note N. The Company, using a Contingent Earn-Out Calculation, made the determination that the amounts allocated to Intangible Asset - Customer List amounted to $2,253,690. The intangible asset - customer list is amortized over 10 years. At December 31, 2021 and 2020, the Company’s evaluation of Intangible Asset - Customer List has resulted in accumulated impairment of $69,583 and zero, respectively. Amortization expense related to intangible asset - customer list was $254,812 and $37,562 for the years ended December 31, 2021 and 2020. Estimated future amortization expense for the years ended December 31: 2022 $ 225,369 2023 225,369 2024 225,369 2025 225,369 2026 225,369 $ 1,126,845 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | F. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses as of March 31, 2022 and December 31, 2021 consisted of the following: 2022 2021 Cost of sales - purchases $ 1,953,846 $ 2,109,427 Other payables and accrued expenses 2,048,919 2,874,069 $ 4,002,765 $ 4,983,496 | F. Accounts Payable and Accrued Expenses: Accounts payable and accrued expenses as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Cost of sales - purchases $ 2,109,427 $ 1,672,223 Other payables and accrued expenses 2,874,069 1,595,710 $ 4,983,496 $ 3,267,933 |
Note Payable - Line of Credit
Note Payable - Line of Credit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Note Payable - Line of Credit [Abstract] | ||
NOTE PAYABLE - LINE OF CREDIT | G. NOTE PAYABLE - LINE OF CREDIT The Company has a $7,000,000 line of credit with Salem Five Cents Savings Bank at March 31, 2022 and December 31, 2021, borrowings on this line of credit amounted to zero. The line bears interest at prime rate plus .5% per annum. At March 31, 2022 and December 31, 2021, the interest rate was 4.00%. The line is reviewed annually and is due on demand. This line of credit is secured by substantially all assets of the Company. | H. NOTE PAYABLE - LINE OF CREDIT The Company has a $3,500,000 line of credit with Bank of America. At December 31, 2020, borrowings on this line of credit amounted to $1,650,000. The line bears interest at the LIBOR Daily Floating Rate plus 2.75%. At December 31, 2020, interest rates were 4.20%. The line is reviewed annually and is due on demand. This line of credit is secured by substantially all assets of the Company. The line was cancelled in November 2021. The Company has a $7,000,000 line of credit with Salem Five Cents Savings Bank at December 31, 2021, borrowings on this line of credit amounted to $0. The line bears interest at prime rate plus .5% per annum. At December 31, 2021, the interest rate was 3.75%. The line is reviewed annually and is due on demand. This line of credit is secured by substantially all assets of the Company. |
Contingent Earn-Out Liabilities
Contingent Earn-Out Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Contingent Earn Out Liability [Abstract] | ||
CONTINGENT EARN-OUT LIABILITIES | H. contingent earn-out liabilities : Wildman Acquisition In connection with the asset acquisition, as discussed in Note L, the customer list was purchased using a Contingent Earn-Out Calculation. The purchase price is equal to fifteen percent (15%) of the gross profit earned from the sale of product to the customer list for year 1 and thirty percent (30%) for years 2 and 3. Payments are due on the first anniversary date of the purchase and then quarterly. At March 31, 2022 and December 31, 2021, the current portion of the earn-out liability amounted to $923,970 and $665,855, respectively. At March 31, 2022 and December 31, 2021, the long-term portion of the earn-out liability amounted to $502,603 and $976,078, respectively. G.A.P. Acquisition In connection with the asset acquisition, as discussed in Note L, the customer list was purchased using a Contingent Earn-Out Calculation. The purchase price is equal to thirty-one percent (31%) of the gross profit over $1,500,000 earned from the sale of product to the customer list for years 1 and 2 in addition to fixed payments of $180,000 and $300,000 for years 1 and 2, respectively. Payments are due on the first anniversary date of the purchase. At March 31, 2022 and December 31, 2021, the current portion of the earn-out liability amounted to $649,000 and zero, respectively. At March 31, 2022 and December 31, 2021, the long-term portion of the earn-out liability amounted to $986,000 and zero, respectively. | J. contingent earn-out liability : In connection with the asset acquisition, as discussed in Note N, the customer list was purchased using a Contingent Earn-Out Calculation. The purchase price is equal to fifteen percent (15%) of the gross profit earned from the sale of product to the customer list for year 1 and thirty percent (30%) for years 2 and 3. Payments are due on the first anniversary date of the purchase and then quarterly. At December 31, 2021 and 2020 the current portion of the earn-out liability amounted to $665,855 and $402,730, respectively. At December 31, 2021 and 2020, the long-term portion of the earn-out liability amounted to $976,078 and $1,850,960, respectively. |
Unearned Revenue
Unearned Revenue | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Unearned Revenue [Abstract] | ||
UNEARNED REVENUE | I. UNearned revenue : Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. At March 31, 2022 and December 31, 2021, the Company had unearned revenue totaling $1,786,381 and $721,608, respectively. March 31, December 31, 2022 2021 Balance at January 1, $ 721,608 $ 564,227 Revenue recognized (12,259,583 ) (39,702,714 ) Amounts collected or invoiced 13,324,356 39,860,095 Unearned Revenue $ 1,786,381 $ 721,608 | K. UNearned revenue : Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. At December 31, 2021 and December 31, 2020, the Company had unearned revenue totaling $721,608 and $564,227, respectively. December 31, December 31. 2021 2020 Balance at January 1, $ 564,227 $ 362,951 Revenue recognized (39,702,714 ) (37,752,173 ) Amounts collected or invoiced 39,860,095 37,953,449 Balance at December 31, $ 721,608 $ 564,227 |
Reward Card Program Liability
Reward Card Program Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Reward Card Program Liability [Abstract] | ||
REWARD CARD PROGRAM LIABILITY | J. reward card program liability : The Company manages reward card programs for customers. Under this program, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. At March 31, 2022 and December 31, 2021, the company had deposits totaling $10,043,878 and $43,878, respectively. | L. reward card program liability : The Company manages reward card programs for customers. Under this program, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. At December 31, 2021 and December 31, 2020, the company had deposits totaling $43,878 and $173,270, respectively. |
Note Payable - Wildman
Note Payable - Wildman | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Note Payable [Abstract] | ||
NOTE PAYABLE - WILDMAN | K. Note Payable - wildman : In connection with the asset acquisition as discussed in Note L, the Company had an amount due to the seller of $162,358 for the inventory purchased. This amount accrues no interest, and is to be paid “as used” on a quarterly basis through the three year earn-out period as discussed in Note H. At March 31, 2022, the note totaled $162,358. The Company anticipates that the note will be paid in full in 2022, accordingly the note payable has been classified as current on the balance sheet as of March 31, 2022. | M. Note Payable - wildman : In connection with the asset acquisition as discussed in Note N, the Company had an amount due to the seller of $162,358 for the inventory purchased. This amount accrues no interest, and is to be paid “as used” on a quarterly basis through the three year earn-out period as discussed in Note J. At December 31, 2021, the note totaled $162,358. The Company anticipates that the note will be paid in full in 2022, accordingly the note payable has been classified as current on the balance sheet as of December 31, 2021. |
Aquisitions
Aquisitions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Acquisition [Abstract] | ||
AQUISITIONS | L. Aquisitions : Wildman Acquisition On August 24, 2020, the Company entered into an asset purchase agreement to acquire inventory, select fixed assets, and a customer list from Wildman Business Group, LLC (WBG). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,937,222. Fair Value of Identifiable Assets Acquired: Inventory $ 33 Property and Equipment 34,099 Intangible - Customer List 2,253,690 $ 2,937,222 Consideration Paid: Cash $ 521,174 Note Payable - Wildman 162,358 Wildman Contingent Earn-Out Liability 2,253,690 $ 2,937,222 G.A.P. Acquisition On January 31, 2022, the Company closed on an asset purchase agreement to acquire inventory, select fixed assets, and a customer list from G.A.P. Promotions, LLC (“G.A.P.”). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $3,245,872. Fair Value of Identifiable Assets Acquired: Inventory $ 91,096 Working Capital 879,486 Intangible - Customer List 2,275,290 $ 3,245,872 Consideration Paid: Cash $ 1,510,872 Restricted Stock 100,000 G.A.P. Contingent Earn-Out Liability 1,635,000 $ 3,245,872 | N. Aquisition : On August 24, 2020 the Company entered into an asset purchase agreement to acquire inventory, select fixed assets, and a customer list from Wildman Business Group, LLC (WBG). In accordance with Financial Accounting Standards Board (“FASB” ASC 805), “Business Combinations”, the acquisition method of accounting is used and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs are expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for tangible assets acquired were agreed to by both buyer and seller. The aggregate purchase price was $2,937,222. Fair Value of Identifiable Assets Acquired: Inventory $ 649,433 Property and Equipment 34,099 Intangible - Customer List 2,253,690 $ 2,937,222 Consideration Paid: Cash $ 521,174 Note Payable - Wildman 162,358 Wildman Contingent Earn-Out Liability 2,253,690 $ 2,937,222 |
Lease Obligations
Lease Obligations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Lease Obligation [Abstract] | ||
LEASE OBLIGATIONS | M. LEASE OBLIGATIONS : The following is a summary of the Company’s right of use assets and lease liabilities: March 31, December 31, Operating Leases 2022 2021 Right-Of-Use Assets $ 1,019,412 $ 1,094,778 Lease Liability: Right-Of-Use Asset - Office Leases - Current 314,793 310,095 Right-Of-Use Asset - Office Leases - Non-Current 704,619 784,683 $ 1,019,412 $ 1,094,778 Rent expense for the three months ended March 31, 2022 and 2021 totaled $105,502 and $101,531, respectively. The following is a schedule by years of future minimum lease payments: 2022 $ 345,474 2023 338,028 2024 324,462 2025 135,740 2026 - $ 1,143,704 As of March 31, 2022, the Company’s operating leases had a weighted average remaining lease term of 2.5 years and a weighted average discount rate of 2%. | O. LEASE OBLIGATIONS : The following is a summary of the Company’s right of use assets and lease liabilities: December 31, December 31, Operating Leases 2021 2020 Right-Of-Use Assets $ 1,094,778 $ 1,358,517 Lease Liability: Right-Of-Use Asset - Office Leases - Current 310,095 299,765 Right-Of-Use Asset - Office Leases - Non-Current 784,683 1,058,752 $ 1,094,778 $ 1,358,517 Rent expense for the year ended December 31, 2021 and 2020 totaled $388,769 and $406,806, respectively. The following is a schedule by years of future minimum lease payments at December 31, 2021: 2022 $ 310,095 2023 323,001 2024 311,317 2025 150,365 2026 - $ 1,094,778 As of December 31, 2021. The Company’s operating leases had a weighted average remaining lease term of 2.5 years and a weighted average discount rate of 2%. |
Stockholders Equity
Stockholders Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS EQUITY | N. STOCKHOLDERS EQUITY Common Stock In accordance with the Company’s Articles of Incorporation dated May 19, 2021, the Company is authorized to issue 300,000,000 shares of $.0001 par value common stock, of which 20,127,788 and 10,000,000 shares were issued and outstanding at March 31, 2022 and 2021, respectively. Common stockholders are entitled to one vote per share and are entitled to receive dividends when, as and if declared by the Board of Directors. Initial Public Offering On November 12, 2021, the Company consummated its Initial Public Offering (the IPO) of 4,987,951 Units at a price of $4.15 per Unit, generating gross proceeds of $20,699,996, with each Unit consisting of one share of common stock, $.0001 par value, and one redeemable Public Warrant. IPO proceeds were recorded net of offering costs of $2,755,344. Offering costs consisted principally of underwriting, legal, accounting and other expenses that are directly related to the IPO. Each redeemable warrant entitles the holder to purchase one share of common stock, at a price of $4. per share as of March 31, 2022, which will expire five years from issuance. Simultaneously with the consummation of the closing of the IPO, the Company issued the underwriters a total of 149,639 warrants that are exercisable beginning six months after the date of the IPO at an exercise price of $5.19 with a five-year expiration term. As of March 31, 2022 and 2021, warrant holders have exercised 659,456 and zero warrants, respectively. As of March 31, 2022 and 2021, there were 4,328,495 and zero warrants outstanding, respectively. Private Placement: On December 10, 2021, the Company consummated the sale of 4,371,926 shares of common stock at a price of $4.97 per share in a private placement (the PIPE), generating gross proceeds of $21,278,472, with each investor also receiving a warrant to purchase up to a number of shares of common stock equal to 125% of the number of shares of common stock purchased by such investor in the private placement, or a total of 5,464,903 shares, at an exercise price of $4.97 per share . PIPE proceeds were recorded net of o ffering costs of $1,499,858. Offering costs consisted principally of placement agent, Each warrant entitles the holder to purchase up to 125% of the number of shares of common stock purchased by such investor in the private placement, or a total of 5,464,903 shares which will expire five years from issuance. The warrants have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the warrants will be subject to a floor price of $4.80 per share before shareholder approval is obtained, and after shareholder approval is obtained, such floor price will be reduced to $1.00 per share, as set forth in the warrants. On December 10, 2021, the holders of shares of common stock entitled to vote approximately 65.4% of the Company’s outstanding voting stock on December 10, 2021 approved the Company’s entry into the private placement. The Company filed preliminary and definitive information statements on Schedule 14C with the SEC on December 29, 2021 and January 11, 2022, respectively, and delivered copies of the definitive information statement to shareholders January 12, 2022. On January 31, 2022, the stockholders’ consent became effective pursuant to Rule 14c-2 under the Exchange Act. As a result, the exercise price of the private placement warrants may be reduced to as low as $1.00 per share if their downward-pricing adjustment mechanisms become applicable. Simultaneously with the consummation of the closing of the PIPE, the Company issued the placement agent a total of 131,158 warrants that are exercisable for sixed months from the date of the PIPE at an exercise price of $4.97 with a five year expiration term. As of March 31, 2022 and 2021 warrant holders have exercised zero warrants. As of March 31, 2022 and 2021, there were 5,596,061 and zero warrants outstanding, respectively. Stock Purchase Warrants: Stock purchase warrants issued with the IPO and the PIPE are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. The following table reflects all outstanding and exercisable warrants at March 31, 2022 and 2021. All warrants are exercisable for a period of five years from the date of issuance: Numbers of Weighted Weighted Outstanding Exercise Price Life (Years) Balance January 1, 2021 - - - Warrants Issued - - - Warrants Exercised - - - Balance March 31, 2021 - - - Balance January 1, 2022 10,345,784 $ 4.90 Warrants Issued - - - Warrants Exercised (271,589 ) $ 4.90 - Balance March 31, 2022 10,074,195 $ 4.90 5 | P. STOCKHOLDERS EQUITY Common Stock In accordance with the Company’s Articles of Incorporation dated May 24, 2021, the Company is authorized to issue 300,000,000 shares of $.0001 par value common stock, of which 19,753,852 and 10,000,000 shares were issued and outstanding at December 31, 2021 and 2020, respectively. Common stock holders are entitled to one vote per share and are entitled to receive dividends when, as and if declared by the Board of Directors. Initial Public Offering On November 12, 2021, the Company consummated its Initial Public Offering (the IPO) of 4,987,951 units at a price of $4.15 per Unit, generating gross proceeds of $20,699,996, with each Unit consisting of one share of common stock, $.0001 par value, and one redeemable Public Warrant. IPO proceeds were recorded net of offering costs of $2,755,344. Offering costs consisted principally of underwriting, legal, accounting and other expenses that are directly related to the IPO. Each redeemable Public Warrant entitles the holder to purchase one share of common stock, currently at a price of $4.81375 per share, which will expire five years from issuance. Simultaneously with the consummation of the closing of the Initial Public Offering, the Company issued the underwriters a total of 149,639 warrants that are not exercisable for six months from the date of its Initial Public Offering at an exercise price of $5.1875 with a five As of December 31, 2021 and 2020, warrant holders have exercised 387,867 and zero warrants, respectively. As of December 31, 2021 and 2020, there were 4,749,723 and zero warrants outstanding, respectively. Private Placement: On December 10, 2021, the Company consummated the sale of 4,371,926 units at a price of $4.97 per Unit in a private placement (the PIPE), generating gross proceeds of $21,278,472, with each Unit consisting of one share of common stock, $.0001 par value, and one redeemable warrant. PIPE proceeds were recorded net of offering costs of $1,499,858. Offering costs consisted principally of underwriting, legal, accounting and other expenses that are directly related to the PIPE. Each redeemable Public Warrant entitles the holder to purchase up to 125% of the number of shares of common stock purchased by such investor in the private placement, or a total of 5,464,903 shares which will expire five years from issuance. The Warrants have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the warrants will be subject to a floor price of $4.80 per share before shareholder approval is obtained, and after shareholder approval is obtained, such floor price will be reduced to $1.00 per share, as set forth in the warrants. Simultaneously with the consummation of the closing of the private placement, the Company issued the underwriters a total of 131,158 warrants that are not exercisable for six months from the date of its PIPE at an exercise price of $4.97 with a five year expiration term. As of December 31, 2021 and 2020, warrant holders have exercised zero warrants. As of December 31, 2021 and 2020, there were 5,596,061 and zero warrants outstanding, respectively. Stock Purchase Warrants: Stock purchase warrants issued with the IPO and the PIPE are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. The following table reflects all outstanding and exercisable warrants at December 31, 2021 and 2020. All Warrants are exercisable for a period of five years from the date of issuance: Numbers of Warrants Weighted Average Weighted Average Outstanding Exercise Price Life (Years) Balance January 1, 2020 - - - Warrants Issued - - - Warrants Exercised - - - Balance December 31, 2020 - - - Warrants Issued 10,733,651 $ 4.90 - Warrants Exercised (387,867 ) - - Balance December 31, 2021 10,345,784 $ 4.90 5 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | O. STOCK-BASED COMPENSATION In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of non-qualified stock options and restricted stock to the Company’s employees, officers, directors, and outside consultants to purchase shares of the Company’s common stock. The number of shares of common stock available for issuance under the 2021 Plan is 942,068 shares of common stock. Stock-based compensation expense included the following components: 2022 2021 Stock Options $ 28,730 - Restricted Stock 89,962 - 118,692 - All stock-based compensation expense is recorded in General and Administrative expense in the Statement of Earnings. Non-Qualified Stock Options: The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards that are ultimately expected to vest. Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms. The Black-Scholes option pricing model assumptions are as follows: Risk-free interest rate 1.335% Expected term 5.5-6.25 years Expected volatility 102.33% Expected dividends 0% A summary of option activity under the 2021 Plan as of March 31, 2022 and 2021 and changes during the years then ended is presented below: Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2021 - - - Granted - - - Forfeited or Expired and Other Adj - - - Outstanding at March 31, 2021 - - - Exercisable at March 31, 2021 - - - Outstanding at January 1, 2022 1,603,000 $ 4.15 $ 3,045,700 Granted 61,000 $ 1.80 (2,820 ) Forfeited or Expired and Other Adj (22,000 ) $ 4.15 52,800 Outstanding at March 31, 2022 1,642,000 $ 4.06 $ (3,797,220 ) Exercisable at March 31, 2022 75,256 $ 3.97 $ (167,318 ) The weighted-average grant-date fair value of options granted during the years ended March 31, 2022 and 2021 was $4.06 and zero, respectively. The weighted-average remaining contractual term for the outstanding options is approximately 10 years and 0 years as of March 31, 2022 and 2021, respectively. Restricted Stock : Restricted stock granted under the 2021 Plan generally vest over 10 years, based on continued employment, and are settled upon vesting shares of the Company’s common stock on a one-for-one basis. A summary of restricted stock activity under the 2021 Plan as of March 31, 2022 and 2021 and changes during the years then ended is presented below: Restricted Stock Time-Based Outstanding at January 1, 2021 - Granted - Vested - Forfeited - Outstanding at March 31, 2021 - Outstanding at January 1, 2022 154,960 Granted 125,000 Vested (56,263 ) Forfeited - Outstanding at March 31, 2022 223,697 | Q. STOCK-BASED COMPENSATION In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of stock options to purchase shares of the Company’s common stock and restricted stock to the Company’s employees, officers, directors, and outside consultants. The number of shares of common stock available for issuance under the 2021 Plan is 1,250,432 shares of common stock. Stock-based compensation expense included the following components: 2021 2020 Stock Options $ 153,205 - Restricted Stock 14,852 - 168,057 - All stock-based compensation expense is recorded in General and Administrative expense in the Statement of Earnings Stock Options: The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards that are ultimately expected to vest. Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms. The Black-Scholes option pricing model assumptions are as follows: Risk-free interest rate 1.335% Expected term 5.5-6.25 years Expected volatility 102.33% Expected dividends 0% A summary of option activity under the 2021 Plan as of December 31, 2021 and 2020 and changes during the years then ended is presented below: Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2020 - - - Granted - - - Forfeited or Expired and Other Adj - - - Outstanding at December 31, 2020 - - - Exercisable at December 31, 2020 - - - Granted 1,587,000 $ 4.19 $ 2,947,700 Forfeited or Expired and Other Adj - - - Outstanding at December 31, 2021 1,587,000 $ 4.19 $ 2,947,700 Exercisable at December 31, 2021 30,658 $ 4.15 $ 58,250 The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020 was $4.19 and zero, respectively. The weighted-average remaining contractual term for the outstanding options is approximately 10 years and 0 years as of December 31, 2021 and 2020, respectively. Restricted Stock: Restricted stock granted under the 2021 Plan generally vest over 10 years, based on continued employment, and are settled upon vesting shares of the Company’s common stock on a one-for-one basis. A summary of restricted stock activity under the 2021 Plan as of December 31, 2021 and 2020 and changes during the years then ended is presented below: Restricted Stock Shares Outstanding at January 1, 2020 - Granted - Vested - Forfeited - Outstanding at December 31, 2020 - Granted 160,318 Vested (6,108 ) Forfeited - Outstanding at December 31, 2021 154,210 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
EARNINGS (LOSS) PER SHARE | P. earnings (loss) per share : The following table presents the computation of basic and diluted net loss per common share as of March 31,: 2022 2021 Numerator: Net Income (Loss) $ (545,814 ) $ (290,085 ) Denominator Basic weighted-average common shares outstanding 20,061,143 10,000,000 Diluted weighted-average common shares outstanding 31,777,338 10,000,000 Basic Earnings Per Share $ (0.03 ) $ (0.03 ) Diluted Earnings Per Share $ (0.02 ) $ (0.03 ) Dilutive securities that were included in the calculation are as follows: 2022 2021 Stock Options 10,074,195 - Stock Warrants 1,642,000 - Total 11,716,195 - | R. earnings (loss) per share : The following table presents the computation of basic and diluted net loss per common share as of December 31,: 2021 2020 Numerator: Net Income (Loss) $ 235,240 $ 1,028,280 Denominator Basic weighted-average common shares outstanding 10,928,043 10,000,000 Diluted weighted-average common shares outstanding 21,023,688 10,000,000 Basic Earnings Per Share $ 0.02 $ 0.10 Diluted Earnings Per Share $ 0.01 $ 0.10 Dilutive securities that were included in the calculation are as follows: 2021 2020 Stock Warrants 10,064,987 - Stock Options 30,658 - Total 10,095,645 - |
Income Tax Provision
Income Tax Provision | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX PROVISION | Q. income tax Provision : The Company computes its provision for income taxes by applying the estimated annual effective tax rate to pretax income and adjust the provision for discrete tax items recorded in the period. The provision for income taxes as of and for the three months ended March 31, 2022 and 2021 consisted of the following: 2022 2021 Federal: Current $ - $ - Deferred (131,800 ) (56,126 ) Total (131,800 ) (56,126 ) State: Current - - Deferred (45,255 ) (20,400 ) Total (45,255 ) (20,400 ) Provision for income taxes $ (177,055 ) $ (76,526 ) The Company has an income tax NOL carryforward related to continued operations as of March 31, 2022 and 2021 of approximately $174,400 and zero, respectively. As of March 31, 2022 and 2021, the carryforward is recorded as a deferred tax asset of $287,400 and $75,526, respectively. Such deferred tax assets can be carried forward indefinitely. | S. income tax Provision : The Company computes its provision for income taxes by applying the estimated annual effective tax rate to pretax income and adjust the provision for discrete tax items recorded in the period. The provision for income taxes for 2021 and 2020 consisted of the following: 2021 2020 Federal: Current $ - $ 303,936 Deferred (76,300 ) - Total (76,300 ) 303,936 State: Current 5,500 118,300 Deferred (36,700 ) - Total (31,200 ) 118,300 Provision for income taxes $ (107,500 ) $ 422,236 The Company has an income tax NOL carryforward related to continued operations as of December 31, 2021 and 2020 of approximately $113,000 and zero, respectively. As of December 31, 2021 and 2020, the carryforward is recorded as a deferred tax asset of $113,000 and zero, respectively. Such deferred tax assets can be carried forward indefinitely. |
Advertising
Advertising | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Advertising [Abstract] | ||
ADVERTISING | R. ADVERTISING : The Company follows the policy of charging the costs of advertising to expense as incurred. For the years ended March 31, 2022 and 2021, advertising costs amounted to zero and $26,615, respectively. | T. ADVERTISING : The Company follows the policy of charging the costs of advertising to expense as incurred. For the years ended December 31, 2021 and 2020, advertising costs amounted to $135,436 and $99,241, respectively. |
Major Customers
Major Customers | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Major Customer [Abstract] | ||
MAJOR CUSTOMERS | S. MAJOR CUSTOMERs For the three months ended March 31, 2022, the Company had one major customer to which sales accounted for approximately 12.3% of the Company’s revenues. The Company had accounts receivable from this customer amounting to 16.8% of the total accounts receivable balance. For the three months ended March 31, 2021, the Company had one major customer to which sales accounted for approximately 8.1% of the Company’s revenues. The Company had accounts receivable from this customer amounting to 14% of the total accounts receivable balance. | U. MAJOR CUSTOMERs For the year ended December 31, 2021, the Company had no major customers. For the year ended December 31, 2020, the Company had one major customer to which sales accounted for approximately 14% of the Company’s revenues. The Company had no accounts receivable from this customer. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | T. SUBSEQUENT EVENTS Management has evaluated events occurring after the balance sheet date through May 13, 2022, the date in which the financial statements were available to be issued. | V. SUBSEQUENT EVENTS Management has evaluated events occurring after the balance sheet date through March 28, 2022, the date on which the financial statements were available to be issued. On January 21, 2022, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with G.A.P. Promotions, LLC, a Massachusetts limited liability company (the “Seller”), pursuant to which the Company agreed to acquire substantially all of the assets of the Seller used in the Seller’s branding, marketing and promotional products and services business, for an aggregate purchase price of (a) $500,000 in cash, subject to adjustment as set forth in the Purchase Agreement (the “Closing Cash Payment”); (b) a certain amount of restricted shares of the Company’s common stock; (c) installment payments equal to (i) $180,000 on the first anniversary of the date of the consummation of the transactions contemplated by the Purchase Agreement (the “Closing Date”) and (ii) $300,000 on the second anniversary of the Closing Date; (d) an amount equal to the amount paid by the Seller (at cost) for all of the Seller’s Inventory (as defined in the Purchase Agreement) that is on hand as of the Closing Date; and (e) the Earn Out Payments. The Acquisition closed on January 31, 2022. |
Due From Stockholder
Due From Stockholder | 12 Months Ended |
Dec. 31, 2021 | |
Due from Stockholder [Abstract] | |
DUE FROM STOCKHOLDER | G. DUE FROM STOCKHOLDER The amount due from stockholder is unsecured and non-interest bearing. There is no formal repayment plan and, accordingly, this amount has been recorded as long-term. At December 31, 2021 and 2020, the amounts due from stockholder were $0 and $6,748, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | I. LONG-TERM DEBT Long-Term Debt consists of the following at,: December 31, December 31, 2021 2020 1.00% Loan Payable - PPP Loan - Bank of America: $ - $ 770,062 3.75% Loan Payable - EIDL Loan - SBA: - 149,900 - 919,962 Current Portion - (153,133 ) Long-Term Debt $ - $ 766,829 On April 15, 2020, the Company received loan proceeds from Bank of America in the amount of approximately $770,062 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times the average qualifying monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower is unable to re-hire to the same employment level on or before December 31, 2020, reduces salaries during the covered period, or uses more than forty percent of the money spent on non-employment expenses. The Company received forgiveness by the U.S. Small Business Administration (SBA) of the PPP loan in full, effective June 24, 2021. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Organization | 1. Organization - Stran & Company, Inc. (the “Company”), was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 24, 2021. | 16. Organization - Stran & Company, Inc. (the Company) was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 19, 2021. |
Operations | 2. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs. | 17. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs. |
Method of Accounting | 3. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”). | 18. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”). |
Emerging Growth Company | 4. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 19. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | 5. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. | 20. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. |
Concentration of Credit Risk | 6. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. | 21. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. |
Inventory | 7. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or market value. | 22. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or market value. |
Property and Equipment | 8. Property and Equipment - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years. | 23. Property and Equipment - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years. |
Intangible Asset | 9. Intangible Asset - Customer List - The Company accounts for intangible assets under the provision of ASC 350-20 “Accounting for Goodwill and Other Intangible Assets.” The provision establishes standards for valuation and amortization of unidentifiable assets. Under ASC 350-20-35-1, the cost of unidentifiable intangible assets is measured by the excess cost over the fair value of net assets acquired. Intangible assets with indefinite useful lives shall not be amortized until its useful life is determined to be no longer infinite. The intangible assets are evaluated when a triggering event occurs, at least annually, for potential impairment. | 24. Intangible Asset - Customer List - The Company accounts for intangible assets under the provision of ASC 350-20 “Accounting for Goodwill and Other Intangible Assets.” The provision establishes standards for valuation and amortization of unidentifiable assets. Under ASC 350-20-35-1, the cost of unidentifiable intangible assets is measured by the excess cost over the fair value of net assets acquired. Intangible assets with indefinite useful lives shall not be amortized until its useful life is determined to be no longer infinite. The intangible assets are evaluated when a triggering event occurs, at least annually, for potential impairment. |
Fair Value of Financial Instruments | 10. Fair Value of Financial Instruments - The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability, and notes payable. The recorded values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability and notes payable approximate their fair values based on their short-term nature. | 25. Fair Value of Financial Instruments - The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability, and notes payable. The recorded values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, earn-out liability and notes payable approximate their fair values based on their short-term nature. |
Revenue Recognition | 11. Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is aimed at creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards (“IFRS”). This new guidance provides a comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue guidance issued by the FASB. ASU 2014-09 also requires both qualitative and quantitative disclosures, including descriptions of performance obligations. On January 1, 2019, the Company adopted ASU 2014-09 and all related amendments (“ASC 606”) and applied its provisions to all uncompleted contracts using the modified retrospective basis. The application of this new revenue recognition standard resulted in no adjustment to the opening balance of retained earnings. Performance Obligations - Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the company determines the customer has obtained control over the promised good or service. The amount of revenue recognized reflects the consideration of which the Company expects to be entitled in exchange for the promised goods or services. The following provides detailed information on the recognition of the Company’s revenue from contracts with customers: Product Sales Reward Card Program All performance obligations are satisfied at a point in time. | 27. Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is aimed at creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards (“IFRS”). This new guidance provides a comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue guidance issued by the FASB. ASU 2014-09 also requires both qualitative and quantitative disclosures, including descriptions of performance obligations. On January 1, 2019, the Company adopted ASU 2014-09 and all related amendments (“ASC 606”) and applied its provisions to all uncompleted contracts using the modified retrospective basis. The application of this new revenue recognition standard resulted in no adjustment to the opening balance of retained earnings. Performance Obligations - Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring goods or services to customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the company determines the customer has obtained control over the promised good or service. The amount of revenue recognized reflects the consideration of which the Company expects to be entitled in exchange for the promised goods or services. The following provides detailed information on the recognition of the Company’s revenue from contracts with customers: Product Sales Reward Card Program All performance obligations are satisfied at a point in time. |
Freight | 12. Freight - The Company includes freight charges as a component of cost of goods sold. | 28. Freight - The Company includes freight charges as a component of cost of goods sold. |
Uncertainty in Income and Other Taxes | 13. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes | 29. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes |
Income Taxes | 14. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes. The Company has historically utilized accelerated tax depreciation to minimize federal income taxes. | 30. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes. The Company has historically utilized accelerated tax depreciation to minimize federal income taxes. |
Earnings/ Loss per Share | 15. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants. | 31. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants. |
Stock-Based Compensation | 13. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations. | 18. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations. |
Stock Option and Warrant Valuation | 14. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. | 19. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options |
Sales Tax | 15. Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. The Company remits sales, use, and GST taxes to Massachusetts, other state jurisdictions, and Canada, respectively. | 20. |
Use of Estimates | 16. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. | 21. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Recent Accounting Pronouncements | 17. Recent Accounting Pronouncements - Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its financial statements. | |
Offering Costs | 26. Offering Costs - The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | March 31, December 31, 2022 2021 Finished Goods (branded products) $ 5,323,747 $ 4,124,738 Goods in Process (un-branded products) 823,711 1,106,054 $ 6,147,458 $ 5,230,792 | December 31, December 31, 2021 2020 Finished Goods (branded products) $ 4,124,738 $ 2,271,982 Goods in Process (un-branded products) 1,106,054 227,067 $ 5,230,792 $ 2,499,049 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | March 31, December 31, 2022 2021 Leasehold Improvements $ 5,664 $ 5,664 Office Furniture and Equipment 432,255 410,030 Software 1,041,351 975,952 Transportation Equipment 62,424 62,424 1,541,694 1,454,070 Accumulated Depreciation (891,509 ) (838,233 ) $ 650,185 $ 615,837 | December 31, December 31, 2021 2020 Leasehold Improvements $ 5,664 $ 5,664 Office Furniture and Equipment 410,030 342,692 Software 975,952 654,340 Transportation Equipment 62,424 62,424 1,454,070 1,065,120 Accumulated Depreciation (838,233 ) (615,148 ) $ 615,837 $ 449,972 |
Intangible Asset - Customer L_2
Intangible Asset - Customer List (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Asset - Customer List [Abstract] | ||
Schedule of estimated future amortization expense | 2022 $ 212,222 2023 212,222 2024 212,222 2025 212,222 2026 212,222 $ 1,061,110 2022 $ 208,568 2023 227,529 2024 227,529 2025 227,529 2026 227,529 $ 1,118,684 | 2022 $ 225,369 2023 225,369 2024 225,369 2025 225,369 2026 225,369 $ 1,126,845 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses [Abstract] | ||
Schedule of accounts payable and accrued expenses | 2022 2021 Cost of sales - purchases $ 1,953,846 $ 2,109,427 Other payables and accrued expenses 2,048,919 2,874,069 $ 4,002,765 $ 4,983,496 | 2021 2020 Cost of sales - purchases $ 2,109,427 $ 1,672,223 Other payables and accrued expenses 2,874,069 1,595,710 $ 4,983,496 $ 3,267,933 |
Unearned Revenue (Tables)
Unearned Revenue (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Unearned Revenue Table [Abstract] | ||
Schedule of unearned revenue includes customer deposits and deferred revenue | March 31, December 31, 2022 2021 Balance at January 1, $ 721,608 $ 564,227 Revenue recognized (12,259,583 ) (39,702,714 ) Amounts collected or invoiced 13,324,356 39,860,095 Unearned Revenue $ 1,786,381 $ 721,608 | December 31, December 31. 2021 2020 Balance at January 1, $ 564,227 $ 362,951 Revenue recognized (39,702,714 ) (37,752,173 ) Amounts collected or invoiced 39,860,095 37,953,449 Balance at December 31, $ 721,608 $ 564,227 |
Aquisitions (Tables)
Aquisitions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Acquisition Table [Abstract] | ||
Schedule of fair value of identifiable assets acquired | Fair Value of Identifiable Assets Acquired: Inventory $ 33 Property and Equipment 34,099 Intangible - Customer List 2,253,690 $ 2,937,222 Consideration Paid: Cash $ 521,174 Note Payable - Wildman 162,358 Wildman Contingent Earn-Out Liability 2,253,690 $ 2,937,222 Fair Value of Identifiable Assets Acquired: Inventory $ 91,096 Working Capital 879,486 Intangible - Customer List 2,275,290 $ 3,245,872 Consideration Paid: Cash $ 1,510,872 Restricted Stock 100,000 G.A.P. Contingent Earn-Out Liability 1,635,000 $ 3,245,872 | Fair Value of Identifiable Assets Acquired: Inventory $ 649,433 Property and Equipment 34,099 Intangible - Customer List 2,253,690 $ 2,937,222 Consideration Paid: Cash $ 521,174 Note Payable - Wildman 162,358 Wildman Contingent Earn-Out Liability 2,253,690 $ 2,937,222 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Lease Obligation [Abstract] | ||
Schedule of right of use assets and lease liabilities | March 31, December 31, Operating Leases 2022 2021 Right-Of-Use Assets $ 1,019,412 $ 1,094,778 Lease Liability: Right-Of-Use Asset - Office Leases - Current 314,793 310,095 Right-Of-Use Asset - Office Leases - Non-Current 704,619 784,683 $ 1,019,412 $ 1,094,778 | December 31, December 31, Operating Leases 2021 2020 Right-Of-Use Assets $ 1,094,778 $ 1,358,517 Lease Liability: Right-Of-Use Asset - Office Leases - Current 310,095 299,765 Right-Of-Use Asset - Office Leases - Non-Current 784,683 1,058,752 $ 1,094,778 $ 1,358,517 |
Schedule of future minimum lease payments | 2022 $ 345,474 2023 338,028 2024 324,462 2025 135,740 2026 - $ 1,143,704 | 2022 $ 310,095 2023 323,001 2024 311,317 2025 150,365 2026 - $ 1,094,778 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of outstanding and exercisable warrants | Numbers of Weighted Weighted Outstanding Exercise Price Life (Years) Balance January 1, 2021 - - - Warrants Issued - - - Warrants Exercised - - - Balance March 31, 2021 - - - Balance January 1, 2022 10,345,784 $ 4.90 Warrants Issued - - - Warrants Exercised (271,589 ) $ 4.90 - Balance March 31, 2022 10,074,195 $ 4.90 5 | Numbers of Warrants Weighted Average Weighted Average Outstanding Exercise Price Life (Years) Balance January 1, 2020 - - - Warrants Issued - - - Warrants Exercised - - - Balance December 31, 2020 - - - Warrants Issued 10,733,651 $ 4.90 - Warrants Exercised (387,867 ) - - Balance December 31, 2021 10,345,784 $ 4.90 5 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of stock-based compensation expense | 2022 2021 Stock Options $ 28,730 - Restricted Stock 89,962 - 118,692 - | 2021 2020 Stock Options $ 153,205 - Restricted Stock 14,852 - 168,057 - |
Schedule of Black-Scholes option pricing model | Risk-free interest rate 1.335% Expected term 5.5-6.25 years Expected volatility 102.33% Expected dividends 0% | Risk-free interest rate 1.335% Expected term 5.5-6.25 years Expected volatility 102.33% Expected dividends 0% |
Schedule of option activity | Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2021 - - - Granted - - - Forfeited or Expired and Other Adj - - - Outstanding at March 31, 2021 - - - Exercisable at March 31, 2021 - - - Outstanding at January 1, 2022 1,603,000 $ 4.15 $ 3,045,700 Granted 61,000 $ 1.80 (2,820 ) Forfeited or Expired and Other Adj (22,000 ) $ 4.15 52,800 Outstanding at March 31, 2022 1,642,000 $ 4.06 $ (3,797,220 ) Exercisable at March 31, 2022 75,256 $ 3.97 $ (167,318 ) | Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2020 - - - Granted - - - Forfeited or Expired and Other Adj - - - Outstanding at December 31, 2020 - - - Exercisable at December 31, 2020 - - - Granted 1,587,000 $ 4.19 $ 2,947,700 Forfeited or Expired and Other Adj - - - Outstanding at December 31, 2021 1,587,000 $ 4.19 $ 2,947,700 Exercisable at December 31, 2021 30,658 $ 4.15 $ 58,250 |
Schedule of restricted stock activity | Restricted Stock Time-Based Outstanding at January 1, 2021 - Granted - Vested - Forfeited - Outstanding at March 31, 2021 - Outstanding at January 1, 2022 154,960 Granted 125,000 Vested (56,263 ) Forfeited - Outstanding at March 31, 2022 223,697 | Restricted Stock Shares Outstanding at January 1, 2020 - Granted - Vested - Forfeited - Outstanding at December 31, 2020 - Granted 160,318 Vested (6,108 ) Forfeited - Outstanding at December 31, 2021 154,210 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted net loss per common share | 2022 2021 Numerator: Net Income (Loss) $ (545,814 ) $ (290,085 ) Denominator Basic weighted-average common shares outstanding 20,061,143 10,000,000 Diluted weighted-average common shares outstanding 31,777,338 10,000,000 Basic Earnings Per Share $ (0.03 ) $ (0.03 ) Diluted Earnings Per Share $ (0.02 ) $ (0.03 ) | 2021 2020 Numerator: Net Income (Loss) $ 235,240 $ 1,028,280 Denominator Basic weighted-average common shares outstanding 10,928,043 10,000,000 Diluted weighted-average common shares outstanding 21,023,688 10,000,000 Basic Earnings Per Share $ 0.02 $ 0.10 Diluted Earnings Per Share $ 0.01 $ 0.10 |
Schedule of Dilutive securities | 2022 2021 Stock Options 10,074,195 - Stock Warrants 1,642,000 - Total 11,716,195 - | 2021 2020 Stock Warrants 10,064,987 - Stock Options 30,658 - Total 10,095,645 - |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of provision for income taxes | 2022 2021 Federal: Current $ - $ - Deferred (131,800 ) (56,126 ) Total (131,800 ) (56,126 ) State: Current - - Deferred (45,255 ) (20,400 ) Total (45,255 ) (20,400 ) Provision for income taxes $ (177,055 ) $ (76,526 ) | 2021 2020 Federal: Current $ - $ 303,936 Deferred (76,300 ) - Total (76,300 ) 303,936 State: Current 5,500 118,300 Deferred (36,700 ) - Total (31,200 ) 118,300 Provision for income taxes $ (107,500 ) $ 422,236 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, December 31, 2021 2020 1.00% Loan Payable - PPP Loan - Bank of America: $ - $ 770,062 3.75% Loan Payable - EIDL Loan - SBA: - 149,900 - 919,962 Current Portion - (153,133 ) Long-Term Debt $ - $ 766,829 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Details) | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Offering costs | $ 2,755,344 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Credit Loss [Abstract] | |||
Allowance for doubtful accounts | $ 262,847 | $ 302,929 | $ 150,847 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | |||
Finished Goods (branded products) | $ 5,323,747 | $ 4,124,738 | $ 2,271,982 |
Goods in Process (un-branded products) | 823,711 | 1,106,054 | 227,067 |
Inventory | $ 6,147,458 | $ 5,230,792 | $ 2,499,049 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of property and equipment [Abstract] | |||
Leasehold Improvements | $ 5,664 | $ 5,664 | $ 5,664 |
Office Furniture and Equipment | 432,255 | 410,030 | 342,692 |
Software | 1,041,351 | 975,952 | 654,340 |
Transportation Equipment | 62,424 | 62,424 | 62,424 |
Property plant and equipment, Gross | 1,541,694 | 1,454,070 | 1,065,120 |
Accumulated Depreciation | (891,509) | (838,233) | (615,148) |
Property plant and equipment, Net | $ 650,185 | $ 615,837 | $ 449,972 |
Intangible Asset - Customer L_3
Intangible Asset - Customer List (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Asset - Customer List (Details) [Line Items] | ||||
Intangible asset - Customer list amounted | $ 2,253,690 | |||
Accumulated impairment | $ 69,583 | $ 0 | ||
Amortized over term | 10 years | |||
Amortization expense | $ 254,812 | $ 37,562 | ||
Wildman Acquisition [Member] | ||||
Intangible Asset - Customer List (Details) [Line Items] | ||||
Intangible asset - Customer list amounted | $ 2,253,690 | |||
Intangible asset amortized over year | 10 years | |||
Accumulated impairment | $ 131,471 | $ 69,583 | ||
Amortization expense | 53,055 | $ 37,561 | ||
G.A.P. Acquisition [Member] | ||||
Intangible Asset - Customer List (Details) [Line Items] | ||||
Intangible asset - Customer list amounted | $ 2,275,290 | |||
Intangible asset amortized over year | 10 years | |||
Amortization expense | $ 37,922 | $ 0 |
Intangible Asset - Customer L_4
Intangible Asset - Customer List (Details) - Schedule of estimated future amortization expense | Mar. 31, 2022USD ($) |
Wildman Acquisition [Member] | |
Intangible Asset - Customer List (Details) - Schedule of estimated future amortization expense [Line Items] | |
2022 | $ 212,222 |
2023 | 212,222 |
2024 | 212,222 |
2025 | 212,222 |
2026 | 212,222 |
Total | 1,061,110 |
G.A.P. Acquisition [Member] | |
Intangible Asset - Customer List (Details) - Schedule of estimated future amortization expense [Line Items] | |
2022 | 208,568 |
2023 | 227,529 |
2024 | 227,529 |
2025 | 227,529 |
2026 | 227,529 |
Total | $ 1,118,684 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accounts payable and accrued expenses [Abstract] | |||
Cost of sales - purchases | $ 1,953,846 | $ 2,109,427 | $ 1,672,223 |
Other payables and accrued expenses | 2,048,919 | 2,874,069 | 1,595,710 |
Total | $ 4,002,765 | $ 4,983,496 | $ 3,267,933 |
Note Payable - Line of Credit (
Note Payable - Line of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note Payable - Line of Credit (Details) [Line Items] | |||
Line of credit (in Dollars) | $ 7,000,000 | $ 7,000,000 | |
Borrowing amount (in Dollars) | $ 0 | $ 0 | $ 1,650,000 |
Bears interest | 0.50% | 0.50% | 4.20% |
Interest rate | 4.00% | 4.00% | |
Line bears interest | 2.75% | ||
Interest rate | 3.75% | ||
Bank of America [Member] | |||
Note Payable - Line of Credit (Details) [Line Items] | |||
Borrowing amount (in Dollars) | $ 3,500,000 |
Contingent Earn-Out Liabiliti_2
Contingent Earn-Out Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contingent Earn-Out Liabilities (Details) [Line Items] | |||
Current portion earn out liability amount | $ 923,970 | $ 665,855 | $ 402,730 |
Long-term portion earn out liability amount | $ 502,603 | $ 976,078 | $ 1,850,960 |
Purchase price percentage | 31.00% | ||
Gross profit over earned sale | $ 1,500,000 | ||
Year 1 [Member] | |||
Contingent Earn-Out Liabilities (Details) [Line Items] | |||
Customer list year percentage | 15.00% | 15.00% | |
Additional fixed payments | $ 180,000 | ||
Year 3 [Member] | |||
Contingent Earn-Out Liabilities (Details) [Line Items] | |||
Customer list year percentage | 30.00% | 30.00% | |
Year 2 [Member] | |||
Contingent Earn-Out Liabilities (Details) [Line Items] | |||
Customer list year percentage | 30.00% | 30.00% | |
Additional fixed payments | $ 300,000 | ||
G.A.P. Acquisition [Member] | |||
Contingent Earn-Out Liabilities (Details) [Line Items] | |||
Current portion earn out liability amount | 649,000 | $ 0 | |
Long-term portion earn out liability amount | $ 986,000 | $ 0 |
Unearned Revenue (Details)
Unearned Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Unearned revenue total | $ 1,786,381 | $ 721,608 | $ 564,227 |
Unearned Revenue (Details) - Sc
Unearned Revenue (Details) - Schedule of unearned revenue includes customer deposits and deferred revenue - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of unearned revenue includes customer deposits and deferred revenue [Abstract] | |||
Beginning balance | $ 721,608 | $ 564,227 | |
Revenue recognized | (12,259,583) | (39,702,714) | $ (37,752,173) |
Amounts collected or invoiced | 13,324,356 | 39,860,095 | 37,953,449 |
Ending balance | $ 1,786,381 | $ 721,608 | $ 564,227 |
Reward Card Program Liability (
Reward Card Program Liability (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Reward Card Program Liability [Abstract] | |||
Total deposits | $ 10,043,878 | $ 43,878 | $ 173,270 |
Note Payable - Wildman (Details
Note Payable - Wildman (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Note Payable [Abstract] | ||
Inventory purchased | $ 162,358 | $ 162,358 |
Note totaled | $ 162,358 | $ 162,358 |
Aquisitions (Details)
Aquisitions (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Aquisitions (Details) [Line Items] | ||
Aggregate purchase price | $ 2,937,222 | |
Wildman Acquisition [Member] | ||
Aquisitions (Details) [Line Items] | ||
Aggregate purchase price | $ 2,937,222 | |
G.A.P. Acquisition [Member] | ||
Aquisitions (Details) [Line Items] | ||
Aggregate purchase price | $ 3,245,872 |
Aquisitions (Details) - Schedul
Aquisitions (Details) - Schedule of fair value of identifiable assets acquired | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Wildman Acquisition [Member] | |
Aquisitions (Details) - Schedule of fair value of identifiable assets acquired [Line Items] | |
Inventory | $ 33 |
Property and Equipment | 34,099 |
Intangible - Customer List | 2,253,690 |
Total fair value of identifiable assets acquired | 2,937,222 |
Cash | 521,174 |
Note Payable - Wildman | 162,358 |
Wildman Contingent Earn-Out Liability | 2,253,690 |
Total consideration paid | 2,937,222 |
G.A.P. Acquisition [Member] | |
Aquisitions (Details) - Schedule of fair value of identifiable assets acquired [Line Items] | |
Inventory | 91,096 |
Working Capital | 879,486 |
Intangible - Customer List | 2,275,290 |
Total fair value of identifiable assets acquired | 3,245,872 |
Cash | 1,510,872 |
Restricted Stock | 100,000 |
G.A.P. Contingent Earn-Out Liability | 1,635,000 |
Total consideration paid | $ 3,245,872 |
Lease Obligations (Details)
Lease Obligations (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Lease Obligation [Abstract] | ||||
Rent expense | $ 105,502 | $ 388,769 | $ 101,531 | $ 406,806 |
Weighted average remaining lease term | 2 years 6 months | 2 years 6 months | ||
Weighted average discount rate | 2.00% | 2.00% |
Lease Obligations (Details) - S
Lease Obligations (Details) - Schedule of right of use assets and lease liabilities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of right of use assets and lease liabilities [Abstract] | |||
Right-Of-Use Assets | $ 1,019,412 | $ 1,094,778 | $ 1,358,517 |
Lease Liability: | |||
Right-Of-Use Asset - Office Leases - Current | 314,793 | 310,095 | 299,765 |
Right-Of-Use Asset - Office Leases - Non-Current | 704,619 | 784,683 | 1,058,752 |
Operating Leases | $ 1,019,412 | $ 1,094,778 | $ 1,358,517 |
Lease Obligations (Details) -_2
Lease Obligations (Details) - Schedule of future minimum lease payments - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lease Obligations (Details) - Schedule of future minimum lease payments [Line Items] | ||
2022 | $ 345,474 | $ 310,095 |
2023 | 338,028 | 323,001 |
2024 | 324,462 | 311,317 |
2025 | 135,740 | 150,365 |
2026 | ||
Total | $ 1,143,704 | $ 1,094,778 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | Dec. 10, 2021 | Nov. 12, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 19, 2021 |
Stockholders Equity (Details) [Line Items] | |||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Common stock shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 19,753,852 | 10,000,000 | |||||
Common stock shares outstanding | 20,127,788 | 19,753,852 | 10,000,000 | ||||
Gross proceeds (in Dollars) | $ 20,699,996 | ||||||
Offering costs (in Dollars) | $ 2,755,344 | ||||||
Warrant exercised | 659,456 | 0 | 387,867 | 0 | |||
Warrants outstanding | 4,328,495 | 0 | 4,749,723 | 0 | |||
Outstanding voting stock percentage | 65.40% | ||||||
Private placement exercise price (in Dollars per share) | $ 1 | ||||||
Common stock, voting rights | one | ||||||
Redeemable Public Warrant (in Dollars) | $ 1,307,362 | $ 1,871,218 | |||||
Common Stock [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | |||||
Common stock shares par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock shares issued | 20,127,788 | ||||||
Common stock shares outstanding | 10,000,000 | ||||||
Sale of units | 271,589 | 387,867 | |||||
Redeemable Public Warrant (in Dollars) | $ 27 | $ 39 | |||||
Before Shareholder Approval [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Per share (in Dollars per share) | 4.8 | $ 4.8 | |||||
After Shareholder Approval [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Per share (in Dollars per share) | $ 1 | $ 1 | |||||
IPO [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock shares par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock shares issued | 1 | ||||||
Shares | 4,987,951 | ||||||
Per unit (in Dollars per share) | $ 4.15 | ||||||
Gross proceeds (in Dollars) | $ 20,699,996 | ||||||
Offering costs (in Dollars) | $ 2,755,344 | ||||||
Warrants | 149,639 | 149,639 | |||||
Exercise price (in Dollars per share) | $ 5.1875 | $ 5.19 | |||||
Expiration term | 5 years | ||||||
Redeemable Public Warrant (in Dollars) | $ 1 | ||||||
Private Placement [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Warrants | 131,158 | ||||||
Warrant exercised | 0 | 0 | |||||
Warrants outstanding | 5,596,061 | 0 | 5,596,061 | 0 | |||
Sale of units | 4,371,926 | ||||||
Common stock purchased percentage | 125.00% | ||||||
Total shares | 5,464,903 | 5,464,903 | |||||
Expiration term | 5 years | 5 years | |||||
Stock Purchase Warrants [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Expiration term | 5 years | 5 years | |||||
Redeemable Public Warrant [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock shares par value (in Dollars per share) | $ 4.81375 | $ 4.81375 | |||||
Common stock shares issued | 1 | 1 | |||||
Expire period | 5 years | 5 years | |||||
Redeemable Public Warrant [Member] | Private Placement [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock purchased percentage | 125.00% | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock purchased percentage | 125.00% | ||||||
PIPE [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 4.97 | $ 4.97 | |||||
Expiration term | 5 years | 5 years | |||||
PIPE [Member] | Private Placement [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Common stock shares par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock shares issued | 1 | ||||||
Gross proceeds (in Dollars) | $ 21,278,472 | ||||||
Offering costs (in Dollars) | $ 1,499,858 | ||||||
Warrants | 131,158 | ||||||
Per unit (in Dollars per share) | $ 4.97 | ||||||
Redeemable Public Warrant (in Dollars) | $ 1 | ||||||
PIPE [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ 4.97 | ||||||
PIPE [Member] | Private Placement [Member] | |||||||
Stockholders Equity (Details) [Line Items] | |||||||
Gross proceeds (in Dollars) | $ 21,278,472 | ||||||
Per unit (in Dollars per share) | $ 4.97 |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of outstanding and exercisable warrants - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of outstanding and exercisable warrants [Abstract] | ||||
Numbers of Warrants Outstanding ,Beginning Balance | 10,345,784 | |||
Weighted Average Exercise Price , Beginning Balance | $ 4.9 | |||
Weighted Average Life (Years) , Beginning Balance | ||||
Numbers of Warrants Outstanding , Warrants Issued | 10,733,651 | |||
Weighted Average Exercise Price , Warrants Issued | $ 4.9 | |||
Weighted Average Life (Years) , Warrants Issued | ||||
Numbers of Warrants Outstanding , Warrants Exercised | (271,589) | (387,867) | ||
Weighted Average Exercise Price , Warrants Exercised | $ 4.9 | |||
Weighted Average Life (Years) , Warrants Exercised | ||||
Numbers of Warrants Outstanding , Ending Balance | 10,074,195 | 10,345,784 | ||
Weighted Average Exercise Price , Ending Balance | $ 4.9 | $ 4.9 | ||
Weighted Average Life (Years) | 5 years | 5 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | |
Stock-Based Compensation (Details) [Line Items] | |||||
Option awards, description | Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms. | ||||
Weighted-average grant-date fair value of options (in Dollars per share) | $ 4.06 | $ 0 | $ 4.19 | $ 0 | |
Weighted-average remaining contractual term | 10 years | 0 years | |||
Description of option awards | Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms. | ||||
Weighted average remaining contractual term for the outstanding options | 10 years | 0 years | |||
2021 Plan [Member] | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
Number of shares of common stock available for issuance (in Shares) | 942,068 | ||||
Number of shares of common stock (in Shares) | 1,250,432 | ||||
Restricted Stock [Member] | |||||
Stock-Based Compensation (Details) [Line Items] | |||||
Weighted-average remaining contractual term | 10 years | 10 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense | $ 118,692 | |
Stock Options [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense | 28,730 | |
Restricted Stock [Member] | ||
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense | $ 89,962 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Expected term | 5 years 6 months | 5 years 6 months |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Risk-free interest rate | 1.335% | 1.335% |
Expected volatility | 102.33% | 102.33% |
Expected dividends | 0.00% | 0.00% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Expected term | 6 years 3 months | 6 years 3 months |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of option activity - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Schedule of option activity [Abstract] | |||
Shares, Outstanding at beginning | 1,603,000 | ||
Weighted Average Exercise Price, Outstanding at beginning | $ 4.15 | ||
Aggregate Intrinsic Value, Shares, Outstanding at beginning | $ 3,045,700 | ||
Shares, Granted | 61,000 | ||
Weighted Average Exercise Price, Granted | $ 1.8 | ||
Aggregate Intrinsic Value, Granted | $ (2,820) | ||
Shares, Forfeited or Expired and Other Adj | (22,000) | ||
Weighted Average Exercise Price, Forfeited or Expired and Other Adj | $ 4.15 | ||
Aggregate Intrinsic Value, Forfeited or Expired and Other Adj | $ 52,800 | ||
Shares, Outstanding at ending | 1,642,000 | 1,603,000 | |
Weighted Average Exercise Price, Outstanding at ending | $ 4.06 | $ 4.15 | |
Aggregate Intrinsic Value, Outstanding at ending | $ (3,797,220) | ||
Shares, Exercisable | 75,256 | ||
Weighted Average Exercise Price, Exercisable | $ 3.97 | ||
Aggregate Intrinsic Value, Exercisable | $ (167,318) |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of restricted stock activity - Restricted Stock [Member] - Restricted Stock [Member] - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of restricted stock activity [Line Items] | |||
Shares, outstanding at beginning | 154,960 | ||
Shares, Granted | 125,000 | ||
Shares, Vested | (56,263) | ||
Shares, Forfeited | |||
Shares, outstanding at ending | 223,697 | 154,960 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net Income (Loss) | $ (545,814) | $ (290,085) | $ 235,240 | $ 1,028,280 |
Denominator | ||||
Basic weighted-average common shares outstanding | 20,061,143 | 10,000,000 | 10,928,043 | 10,000,000 |
Diluted weighted-average common shares outstanding | 31,777,338 | 10,000,000 | 21,023,688 | 10,000,000 |
Basic Earnings Per Share | $ (0.03) | $ (0.03) | $ 0.02 | $ 0.1 |
Diluted Earnings Per Share | $ (0.02) | $ (0.03) | $ 0.01 | $ 0.1 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule of Dilutive securities - shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Dilutive securities [Abstract] | ||||
Stock Options | 10,074,195 | 10,064,987 | ||
Stock Warrants | 1,642,000 | 30,658 | ||
Total | 11,716,195 | 10,095,645 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
NOL carryforward related to continued operations | $ 174,400 | $ 0 | $ 113,000 | $ 0 |
Deferred tax asset carryforwards | $ 287,400 | $ 75,526 | $ 113,000 | $ 0 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of provision for income taxes - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal: | ||||
Current | $ 303,936 | |||
Deferred | (131,800) | $ (56,126) | (76,300) | |
Total | (131,800) | (56,126) | (76,300) | 303,936 |
State: | ||||
Current | 5,500 | 118,300 | ||
Deferred | (45,255) | (20,400) | (36,700) | |
Total | (45,255) | (20,400) | (31,200) | 118,300 |
Provision for income taxes | $ (177,055) | $ (76,526) | $ (107,500) | $ 422,236 |
Advertising (Details)
Advertising (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advertising [Abstract] | ||||
Advertising costs amount | $ 0 | $ 26,615 | $ 135,436 | $ 99,241 |
Major Customers (Details)
Major Customers (Details) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 | |
Major Customers (Details) [Line Items] | |||
Major revenues percentage | 12.30% | 8.10% | |
Accounts receivable percentage | 16.80% | 14.00% | |
One Major Customer [Member] | |||
Major Customers (Details) [Line Items] | |||
Revenues | 14.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Jan. 21, 2022USD ($) | |
Subsequent Events (Details) [Line Items] | |
Cash | $ 500,000 |
First Anniversary [Member] | |
Subsequent Events (Details) [Line Items] | |
Installment payments | 180,000 |
Second Anniversary [Member] | |
Subsequent Events (Details) [Line Items] | |
Installment payments | $ 300,000 |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of inventory - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | |||
Finished Goods (branded products) | $ 5,323,747 | $ 4,124,738 | $ 2,271,982 |
Goods in Process (un-branded products) | 823,711 | 1,106,054 | 227,067 |
Inventory | $ 6,147,458 | $ 5,230,792 | $ 2,499,049 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of property and equipment [Abstract] | |||
Leasehold Improvements | $ 5,664 | $ 5,664 | $ 5,664 |
Office Furniture and Equipment | 432,255 | 410,030 | 342,692 |
Software | 1,041,351 | 975,952 | 654,340 |
Transportation Equipment | 62,424 | 62,424 | 62,424 |
Property plant and equipment, Gross | 1,541,694 | 1,454,070 | 1,065,120 |
Accumulated Depreciation | (891,509) | (838,233) | (615,148) |
Property plant and equipment, Net | $ 650,185 | $ 615,837 | $ 449,972 |
Intangible Asset - Customer L_5
Intangible Asset - Customer List (Details) - Schedule of estimated future amortization expense | Dec. 31, 2021USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
2022 | $ 225,369 |
2023 | 225,369 |
2024 | 225,369 |
2025 | 225,369 |
2026 | 225,369 |
Total | $ 1,126,845 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses: (Details) - Schedule of accounts payable and accrued expenses - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accounts payable and accrued expenses [Abstract] | |||
Cost of sales - purchases | $ 1,953,846 | $ 2,109,427 | $ 1,672,223 |
Other payables and accrued expenses | 2,048,919 | 2,874,069 | 1,595,710 |
Total | $ 4,002,765 | $ 4,983,496 | $ 3,267,933 |
Due From Stockholder (Details)
Due From Stockholder (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Due from Stockholder [Abstract] | ||
Amounts due from stockholder | $ 0 | $ 6,748 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 15, 2020 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Received from loan proceeds | $ 770,062 | |
Paycheck protection program, description | The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times the average qualifying monthly payroll expenses of the qualifying business. | |
Non employment expenses | 40.00% |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 919,962 | |
Current Portion | (153,133) | |
Long-Term Debt | 766,829 | |
PPP Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | 770,062 | |
EIDL Loan [Member] | ||
Debt Instrument [Line Items] | ||
Loan payable | $ 149,900 |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of long-term debt (Parentheticals) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
PPP Loan [Member] | |
Debt Instrument [Line Items] | |
Monthly installments | $ 1,209 |
Loan payable, percentage | 1.00% |
EIDL Loan [Member] | |
Debt Instrument [Line Items] | |
Monthly installments | $ 731 |
Loan payable, percentage | 3.75% |
Unearned Revenue (Details) - _2
Unearned Revenue (Details) - Schedule of unearned revenue includes customer deposits and deferred revenue - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of unearned revenue includes customer deposits and deferred revenue [Abstract] | |||
Balance at January 1, | $ 721,608 | $ 564,227 | $ 362,951 |
Revenue recognized | (12,259,583) | (39,702,714) | (37,752,173) |
Amounts collected or invoiced | $ 13,324,356 | 39,860,095 | 37,953,449 |
Balance at December 31, | $ 721,608 | $ 564,227 |
Aquisition (Details) - Schedule
Aquisition (Details) - Schedule of fair value of identifiable assets acquired | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value of Identifiable Assets Acquired: | |
Inventory | $ 649,433 |
Property and Equipment | 34,099 |
Intangible - Customer List | 2,253,690 |
Total fair value of identifiable assets acquired | 2,937,222 |
Consideration Paid: | |
Cash | 521,174 |
Note Payable - Wildman | 162,358 |
Wildman Contingent Earn-Out Liability | 2,253,690 |
Total consideration paid | $ 2,937,222 |
Lease Obligations (Details) -_3
Lease Obligations (Details) - Schedule of right of use assets and lease liabilities - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of right of use assets and lease liabilities [Abstract] | |||
Right-Of-Use Assets | $ 1,019,412 | $ 1,094,778 | $ 1,358,517 |
Right-Of-Use Asset - Office Leases - Current | 314,793 | 310,095 | 299,765 |
Right-Of-Use Asset - Office Leases - Non-Current | 704,619 | 784,683 | 1,058,752 |
Operating Leases | $ 1,019,412 | $ 1,094,778 | $ 1,358,517 |
Lease Obligations (Details) -_4
Lease Obligations (Details) - Schedule of future minimum lease payments - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lease Obligations (Details) - Schedule of future minimum lease payments [Line Items] | ||
2022 | $ 345,474 | $ 310,095 |
2023 | 338,028 | 323,001 |
2024 | 324,462 | 311,317 |
2025 | 135,740 | 150,365 |
2026 | ||
Total | $ 1,143,704 | $ 1,094,778 |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Schedule of outstanding and exercisable warrants - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of outstanding and exercisable warrants [Abstract] | ||||
Numbers of Warrants Outstanding ,Beginning Balance | 10,345,784 | |||
Weighted Average Exercise Price , Beginning Balance | $ 4.9 | |||
Numbers of Warrants Outstanding , Warrants Issued | 10,733,651 | |||
Weighted Average Exercise Price , Warrants Issued | $ 4.9 | |||
Numbers of Warrants Outstanding , Warrants Exercised | (271,589) | (387,867) | ||
Weighted Average Exercise Price , Warrants Exercised | $ 4.9 | |||
Numbers of Warrants Outstanding , Ending Balance | 10,074,195 | 10,345,784 | ||
Weighted Average Exercise Price , Ending Balance | $ 4.9 | $ 4.9 | ||
Weighted Average Life (Years) | 5 years | 5 years |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock-based compensation expense [Abstract] | ||
Stock Options | $ 153,205 | |
Restricted Stock | 14,852 | |
Total | $ 168,057 |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Expected term | 5 years 6 months | 5 years 6 months |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Risk-free interest rate | 1.335% | 1.335% |
Expected volatility | 102.33% | 102.33% |
Expected dividends | 0.00% | 0.00% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of Black-Scholes option pricing model [Line Items] | ||
Expected term | 6 years 3 months | 6 years 3 months |
Stock-Based Compensation (Det_8
Stock-Based Compensation (Details) - Schedule of option activity - Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of option activity [Line Items] | ||
Shares, Outstanding at beginning | ||
Weighted Average Exercise Price, Outstanding at beginning | ||
Aggregate Intrinsic Value, Shares, Outstanding at beginning | ||
Shares, Granted | 1,587,000 | |
Weighted Average Exercise Price, Granted | $ 4.19 | |
Aggregate Intrinsic Value, Granted | $ 2,947,700 | |
Shares, Forfeited or Expired and Other Adj | ||
Weighted Average Exercise Price, Forfeited or Expired and Other Adj | ||
Aggregate Intrinsic Value, Forfeited or Expired and Other Adj | ||
Shares, Outstanding at ending | 1,587,000 | |
Weighted Average Exercise Price, Outstanding at ending | $ 4.19 | |
Aggregate Intrinsic Value, Outstanding at ending | $ 2,947,700 | |
Shares, Exercisable | 30,658 | |
Weighted Average Exercise Price, Exercisable | $ 4.15 | |
Aggregate Intrinsic Value, Exercisable | $ 58,250 |
Stock-Based Compensation (Det_9
Stock-Based Compensation (Details) - Schedule of restricted stock activity - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Details) - Schedule of restricted stock activity [Line Items] | ||
Shares, outstanding at beginning | ||
Shares,Granted | 160,318 | |
Shares, Vested | (6,108) | |
Shares, Forfeited | ||
Shares, outstanding at ending | 154,210 |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net Income (Loss) | $ (545,814) | $ (290,085) | $ 235,240 | $ 1,028,280 |
Denominator | ||||
Basic weighted-average common shares outstanding | 20,061,143 | 10,000,000 | 10,928,043 | 10,000,000 |
Diluted weighted-average common shares outstanding | 31,777,338 | 10,000,000 | 21,023,688 | 10,000,000 |
Basic Earnings Per Share | $ (0.03) | $ (0.03) | $ 0.02 | $ 0.1 |
Diluted Earnings Per Share | $ (0.02) | $ (0.03) | $ 0.01 | $ 0.1 |
Earnings (Loss) Per Share (De_4
Earnings (Loss) Per Share (Details) - Schedule of Dilutive securities - shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of Dilutive securities [Abstract] | ||||
Stock Warrants | 10,074,195 | 10,064,987 | ||
Stock Options | 1,642,000 | 30,658 | ||
Total | 11,716,195 | 10,095,645 |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of provision for income taxes - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal: | ||||
Current | $ 303,936 | |||
Deferred | (131,800) | $ (56,126) | (76,300) | |
Total | (131,800) | (56,126) | (76,300) | 303,936 |
State: | ||||
Current | 5,500 | 118,300 | ||
Deferred | (45,255) | (20,400) | (36,700) | |
Total | (45,255) | (20,400) | (31,200) | 118,300 |
Provision for income taxes | $ (177,055) | $ (76,526) | $ (107,500) | $ 422,236 |