Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-37649 | |
Entity Registrant Name | MINIM, INC. | |
Entity Central Index Key | 0001467761 | |
Entity Tax Identification Number | 04-2621506 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 848 Elm Street | |
Entity Address, City or Town | Manchester | |
Entity Address, State or Province | NH | |
Entity Address, Postal Zip Code | 03101 | |
City Area Code | (833) | |
Local Phone Number | 966-4646 | |
Title of 12(b) Security | Common Stock, $0.01 per share | |
Trading Symbol | MINM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,296,965 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 10,048,871 | $ 12,570,445 |
Restricted cash | 500,000 | 500,000 |
Accounts receivable, net of allowance of doubtful accounts of $246,534 and $236,819 as of March 31, 2022 and December 31, 2021, respectively | 5,202,262 | 4,880,663 |
Inventories, net | 29,957,158 | 32,503,214 |
Prepaid expenses and other current assets | 641,374 | 587,885 |
Total current assets | 46,349,665 | 51,042,207 |
Equipment, net | 805,679 | 762,818 |
Operating lease right-of-use assets, net | 195,821 | 241,626 |
Goodwill | 58,872 | 58,872 |
Intangible assets, net | 232,312 | 262,698 |
Other assets | 645,557 | 544,738 |
Total assets | 48,287,906 | 52,912,959 |
Current liabilities | ||
Bank credit line | 7,071,901 | 5,065,074 |
Accounts payable | 8,208,513 | 12,458,246 |
Current maturities of government loan | 7,731 | 34,237 |
Current maturities of operating lease liabilities | 123,891 | 143,486 |
Accrued expenses | 4,749,664 | 5,279,917 |
Deferred revenue, current | 404,453 | 291,296 |
Total current liabilities | 20,566,153 | 23,272,256 |
Operating lease liabilities, less current maturities | 72,198 | 98,811 |
Deferred revenue, noncurrent | 427,571 | 443,452 |
Total liabilities | 21,065,922 | 23,814,519 |
Commitments and Contingencies (Note 6) | ||
Stockholders’ equity | ||
Preferred Stock, authorized: 2,000,000 shares at $0.01 par value; 0 shares issued and outstanding | ||
Common Stock, authorized: 60,000,000 shares at $0.01 par value; issued and outstanding: 46,065,817 shares at March 31, 2022 and 45,885,043 shares at December 31, 2021 respectively | 460,657 | 458,850 |
Additional paid-in capital | 89,973,510 | 89,313,273 |
Accumulated deficit | (63,212,183) | (60,673,683) |
Total stockholders’ equity | 27,221,984 | 29,098,440 |
Total liabilities and stockholders’ equity | $ 48,287,906 | $ 52,912,959 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 246,534 | $ 236,819 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock, shares issued | 46,065,817 | 45,885,043 |
Common stock, shares outstanding | 46,065,817 | 45,885,043 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 13,299,255 | $ 15,017,574 |
Cost of goods sold | 9,108,018 | 9,913,784 |
Gross profit | 4,191,237 | 5,103,790 |
Operating expenses: | ||
Selling and marketing | 3,652,026 | 3,173,950 |
General and administrative | 1,451,032 | 1,077,368 |
Research and development | 1,542,582 | 1,388,170 |
Total operating expenses | 6,645,640 | 5,639,488 |
Operating loss | (2,454,403) | (535,698) |
Other income (expense): | ||
Interest expense, net | (78,097) | (28,322) |
Gain on forgiveness of debt (Note 5) | 20,000 | |
Total other income (expense) | (78,097) | (8,322) |
Loss before income taxes | (2,532,500) | (544,020) |
Income tax provision | 6,000 | 1,500 |
Net loss | $ (2,538,500) | $ (545,520) |
Basic and diluted net loss per share | $ (0.06) | $ (0.02) |
Weighted average common and common equivalent shares: Basic and diluted | 46,003,232 | 35,254,243 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 350,749 | $ 64,526,664 | $ (57,086,943) | $ 7,790,470 |
Beginning balance, shares at Dec. 31, 2020 | 35,074,922 | |||
Net loss | (545,520) | (545,520) | ||
Stock option exercises | $ 2,879 | 376,268 | 379,147 | |
Stock option exercises, shares | 287,932 | |||
Stock-based compensation | 404,718 | 404,718 | ||
Ending balance, value at Mar. 31, 2021 | $ 353,628 | 65,307,650 | (57,632,463) | 8,028,815 |
Ending balance, shares at Mar. 31, 2021 | 35,362,854 | |||
Beginning balance, value at Dec. 31, 2021 | $ 458,850 | 89,313,273 | (60,673,683) | 29,098,440 |
Beginning balance, shares at Dec. 31, 2021 | 45,885,043 | |||
Net loss | (2,538,500) | (2,538,500) | ||
Stock option exercises | $ 1,807 | 97,362 | 99,169 | |
Stock option exercises, shares | 180,774 | |||
Stock-based compensation | 562,875 | 562,875 | ||
Ending balance, value at Mar. 31, 2022 | $ 460,657 | $ 89,973,510 | $ (63,212,183) | $ 27,221,984 |
Ending balance, shares at Mar. 31, 2022 | 46,065,817 |
Consildated Statements of Cash
Consildated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows used in operating activities: | ||
Net loss | $ (2,538,500) | $ (545,520) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 130,727 | 167,293 |
Amortization of right-of-use assets | 45,805 | 18,916 |
Amortization of debt issuance costs | 17,605 | 2,418 |
Amortization of sales contract costs | 9,605 | 5,566 |
Stock based compensation | 562,875 | 404,718 |
Provision for accounts receivable allowances | 9,714 | |
Provision for inventory reserves | 40,266 | |
Non-cash loan forgiveness | (20,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (331,313) | 557,314 |
Inventories | 2,505,790 | (1,479,232) |
Prepaid expenses and other current assets | (53,489) | (3,624) |
Other assets | 17,778 | (110,447) |
Accounts payable | (4,179,887) | (1,365,295) |
Accrued expenses | (600,100) | (2,811,777) |
Deferred revenue | 97,276 | 228,436 |
Operating lease liabilities | (46,208) | (18,513) |
Net cash used in operating activities | (4,312,056) | (4,969,747) |
Cash flows from investing activities: | ||
Purchases of equipment | (115,103) | (257,563) |
Certification costs capitalized | (156,300) | |
Net cash used in investing activities | (271,403) | (257,563) |
Cash flows from financing activities: | ||
Net proceeds from the SVB bank credit line | 1,989,222 | 7,009,270 |
Repayment of the Rosenthal bank credit line | (2,442,246) | |
Costs associated with bank credit line | (92,905) | |
Repayment of government loan | (26,506) | |
Proceeds from stock option exercises | 99,169 | 379,147 |
Net cash provided by financing activities | 2,061,885 | 4,853,266 |
Net decrease in cash and cash equivalents | (2,521,574) | (374,044) |
Cash, cash equivalents, and restricted cash - Beginning | 13,070,445 | 1,571,757 |
Cash, cash equivalents, and restricted cash - Ending | 10,548,871 | 1,197,713 |
Cash paid during the period for: | ||
Interest | 78,331 | 25,945 |
Income taxes | 6,000 | 1,500 |
Cash is reported on the consolidated statements of cash flows as follows: | ||
Cash and cash equivalents | 10,048,871 | 397,713 |
Restricted cash | 500,000 | 800,000 |
Total cash, cash equivalents and restricted cash | $ 10,548,871 | $ 1,197,713 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | (1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION Minim, Inc. and its wholly owned subsidiaries, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “Minim” or the “Company”. The Company delivers intelligent networking products that reliably and securely connect homes and offices around the world. We are the exclusive global license holder to the Motorola brand for home networking hardware. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden. On January 21, 2022, Zoom Connectivity, Inc. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its legal corporate name from “Zoom Connectivity, Inc.” to “Cadence Connectivity, Inc.”, effective as of January 21, 2022. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. generally accepted accounting principles (“GAAP”) can be condensed or omitted. In the opinion of management, the financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position and operating results. All intercompany balances and transactions have been eliminated in consolidation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The results of the Company’s operations can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year or any future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. None of the reclassifications impacted the consolidated statements of operations for the three- month period ended March 31, 2021. Liquidity The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the three months ended March 31, 2022, the Company incurred a net loss of $ 2.5 million and had negative cash flows from operating activities of $ 4.3 million. As of March 31, 2022, the Company had an accumulated deficit of $ 63.2 million and cash and cash equivalents of $ 10.0 million. The Company believes it has sufficient resources through its cash and cash equivalents, other working capital and borrowings under its SVB line-of-credit to continue as a going concern through at least one year from the issuance of these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s significant accounting policies did not change during the three months ended March 31, 2022. Recently Adopted Accounting Standards None Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance” “Income Taxes”, c “Revenue from Contracts with Customers”. With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows. |
REVENUE AND OTHER CONTRACTS WIT
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS | (3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with Software-as-a-Service (“SaaS”) offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. Transaction Price Allocated to the Remaining Performance Obligations The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced. Contract costs The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on SaaS contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract. Contract Balances The Company records accounts receivable when it has an unconditional right to the consideration. Contract liabilities consist of deferred revenue, which represents payments received in advance of revenue recognition related to SaaS agreements and for prepayments for products or services yet to be delivered. Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. The following table reflects the contract balances as of the periods ended: SCHEDULE OF CONTRACT BALANCES March 31, December 31, 2022 2021 Accounts receivable $ 5,202,262 $ 4,880,663 Deferred revenue, current $ 404,453 $ 291,296 Deferred revenue, noncurrent $ 427,571 $ 443,452 During the three months ended March 31, 2022, the change in contract balances was as follows: SCHEDULE OF CHANGE IN CONTRACT BALANCES Balance at December 31, 2021 $ 734,748 Billings 177,759 Revenue recognized (80,483 ) Balance at March 31, 2022 $ 832,024 Disaggregation of Revenue The following table sets forth our revenues by distribution channel: SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL Three Months Ended March 31, 2022 2021 Retailers $ 12,341,289 $ 13,791,518 Distributors 307,207 913,150 Other 650,759 312,906 $ 13,299,255 $ 15,017,574 The following table sets forth our revenues by product: Three Months Ended March 31, 2022 2021 Cable modems & gateways $ 12,883,047 $ 14,587,090 Other networking products 272,566 305,812 SaaS 143,642 124,672 $ 13,299,255 $ 15,017,574 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | (4) BALANCE SHEET COMPONENTS Inventories Inventories, net consists of the following: SCHEDULE OF INVENTORIES March 31, 2022 December 31, 2021 Raw materials $ 1,601,870 $ 1,047,156 Finished goods 28,355,288 31,456,058 Total $ 29,957,158 $ 32,503,214 Finished goods includes consigned inventory held by our customers of $ 4.8 4.5 2.2 6.3 311 275 Accrued expenses Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2022 December 31, 2021 Inventory purchases $ 164,545 $ 287,571 Payroll & related benefits 300,595 210,495 Professional fees 319,758 229,597 Royalty costs 1,649,999 1,588,025 Sales allowances 1,397,104 1,958,050 Sales and use tax 55,819 50,916 Other 861,844 955,263 Total accrued other expenses $ 4,749,664 $ 5,279,917 |
BANK CREDIT LINES AND GOVERNMEN
BANK CREDIT LINES AND GOVERNMENT LOANS | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
BANK CREDIT LINES AND GOVERNMENT LOANS | (5) BANK CREDIT LINES AND GOVERNMENT LOANS Bank Credit Line On December 18, 2012, the Company entered into a Financing Agreement with Rosenthal & Rosenthal, Inc. (the “Financing Agreement”). The Financing Agreement, as amended, provided for up to $ 5.0 On March 12, 2021, the Company terminated its Financing Agreement with Rosenthal & Rosenthal and entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). On November 1, 2021, the Company entered into the First Amendment to the SVB Loan Agreement. The SVB Loan Agreement, as amended, provides for a revolving facility up to a principal amount of $ 25.0 1.0 The Company incurred $ 143 18 2 As of March 31, 2022, the Company had $ 7.1 84 1.1 4.5 Government Loans On April 15, 2020, the Company entered into a note payable with Primary Bank, a bank under the Small Business Administration (“SBA”), Paycheck Protection Program (“PPP”), in the amount of $ 583 513 In February 2021, the Company received an additional forgiveness of $ 20 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (6) COMMITMENTS AND CONTINGENCIES (a) Lease Obligations The Company has entered into agreements to lease its warehouses and distribution centers and certain office space 12 months or less The components of lease costs were as follows: SCHEDULE OF COMPONENTS OF LEASE COSTS 2022 2021 Three Months ended March 31, 2022 2021 Operating lease costs $ 48,231 $ 20,774 Short-term lease costs — 29,764 Total lease costs $ 48,231 $ 50,538 The weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE Three Months ended March 31, 2022 2021 Operating leases: Weighted average remaining lease term (years) 1.5 1.1 Weighted average discount rate 5.6 % 9.0 % Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 Three Months ended March 31, 2022 2021 Operating cash flow information: Amounts included in measurement of lease liabilities $ 48,632 $ 20,372 Non-cash activities: ROU asset obtained in exchange for lease liability $ — $ — The maturity of the Company’s operating lease liabilities as of March 31, 2022 were as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Years ended December 31, 2022 (remainder) $ 101,487 2023 100,673 Total lease payments $ 202,160 Less: imputed interest (6,071 ) Present value of operating lease liabilities $ 196,089 Operating lease liabilities, current $ 123,891 Operating lease liabilities, noncurrent $ 72,198 The lease extension for the Canton, MA office that was executed in December 2021 is not included in the operating lease liabilities because the commencement date begins on June 1, 2022. The operating lease payments are $ 32 55 23 (b) Commitments The Company is party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement has a term ending December 31, 2025. In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows: SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS Years ending December 31, 2022 (remaining) $ 4,950,000 2023 6,850,000 2024 7,100,000 2025 7,100,000 Total $ 26,000,000 Royalty expense under the License Agreement was $ 1.6 (c) Contingencies The Company is party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit. The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. At March 31, 2022, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, in management’s opinion, are currently expected to individually or in the aggregate have a material adverse effect on the Company’s business, operating results or financial condition taken as a whole. The Company expenses its legal fees as incurred. In the ordinary course of its business, the Company is subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters. |
SIGNIFICANT CUSTOMER AND DEPEND
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS | (7) SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS Relatively few companies account for a substantial portion of the Company’s revenues. In the three months ended March 31, 2022, two companies accounted for 10% or greater individually and 90 % in the aggregate of the Company’s total net sales. At March 31, 2022, two companies with an accounts receivable balance of 10% or greater individually accounted for a combined 88 % of the Company’s accounts receivable. In the three months ended March 31, 2021, two companies accounted for 10% or greater individually and 88 % in the aggregate of the Company’s total net sales. At March 31, 2021, three companies with an accounts receivable balance of 10% or greater individually accounted for a combined 87 % of the Company’s accounts receivable. The Company’s customers generally do not enter into long-term agreements obligating them to purchase products. The Company may not continue to receive significant revenues from any of these or from other large customers. A reduction or delay in orders from any of the Company’s significant customers, or a delay or default in payment by any significant customer could materially harm the Company’s business and prospects. Because of the Company’s significant customer concentration, its net sales and operating income could fluctuate significantly due to changes in political or economic conditions, or the loss, reduction of business, or less favorable terms for any of the Company’s significant customers. The Company participates in the PC peripherals industry, which is characterized by aggressive pricing practices, continually changing customer demand patterns and rapid technological developments. The Company’s operating results could be adversely affected should the Company be unable to successfully anticipate customer demand accurately; manage its product transitions, inventory levels and manufacturing process efficiently; distribute its products quickly in response to customer demand; differentiate its products from those of its competitors or compete successfully in the markets for its new products. The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During the three months ended March 31, 2022 and 2021, the Company had two suppliers and one supplier, respectively, that provided 99 % of the Company’s purchased inventory. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (8) INCOME TAXES During the three months ended March 31, 2022, we recorded no We have evaluated the positive and negative evidence bearing upon the Company’s ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards and research and development tax credits. We considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and we have concluded that it is more likely than not that we will not realize the benefits of our deferred tax assets. As a result, as of March 31, 2022 and December 31, 2021, we recorded a full valuation allowance against our net deferred tax assets. As of March 31, 2022 and December 31, 2021, the Company had federal net operating loss carry forwards of approximately $ 56.6 65.0 2022 to 2040 18.0 23.3 22.1 2033 through 2040 6 2 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (9) RELATED PARTY TRANSACTIONS The Company leases office space located at the 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to July 31, 2021 and has been extended to July 31, 2022. The facility lease agreement provides for 2,656 30 8 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (10) EARNINGS (LOSS) PER SHARE Net loss per share for the three months ended March 31, 2022 and 2021, respectively, are as follows: SCHEDULE OF NET INCOME (LOSS) PER SHARE 2022 2021 Three Months ended March 31, 2022 2021 Numerator: Net loss $ (2,538,500 ) $ (545,520 ) Denominator: Weighted average common shares – basic 46,003,232 35,254,243 Effect of dilutive common share equivalents — — Weighted average common shares – dilutive 46,003,232 35,254,243 Basic and diluted net loss per share $ (0.06 ) $ (0.02 ) Diluted loss per common share for the three months ended March 31, 2022 and 2021 excludes the effects of 249,524 1,679,375 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (11) SUBSEQUENT EVENTS On April 25, 2022, Minim, Inc. (Minim or “the “Company”), received a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its ordinary shares was below $ 1.00 Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until October 24, 2022 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s ordinary shares is at least $ 1.00 In the event the Company does not regain compliance by October 24, 2022, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to October 24, 2022, or the expiration of the second compliance period if granted. On April 28, 2022, the Company filed a Form 8-K announcing the receipt of the Notification Letter. The Company has evaluated subsequent events from March 31, 2022 through the date of this filing and has determined that there are no such events, other than those noted above, requiring recognition or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards None |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “ Financial Instruments Credit Losses —Measurement of Credit Losses on Financial Instruments In November 2021, the FASB issued ASU No. 2021-10, “Government Assistance” “Income Taxes”, c “Revenue from Contracts with Customers”. With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows. |
REVENUE AND OTHER CONTRACTS W_2
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF CONTRACT BALANCES | The following table reflects the contract balances as of the periods ended: SCHEDULE OF CONTRACT BALANCES March 31, December 31, 2022 2021 Accounts receivable $ 5,202,262 $ 4,880,663 Deferred revenue, current $ 404,453 $ 291,296 Deferred revenue, noncurrent $ 427,571 $ 443,452 |
SCHEDULE OF CHANGE IN CONTRACT BALANCES | During the three months ended March 31, 2022, the change in contract balances was as follows: SCHEDULE OF CHANGE IN CONTRACT BALANCES Balance at December 31, 2021 $ 734,748 Billings 177,759 Revenue recognized (80,483 ) Balance at March 31, 2022 $ 832,024 |
SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL | The following table sets forth our revenues by distribution channel: SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL Three Months Ended March 31, 2022 2021 Retailers $ 12,341,289 $ 13,791,518 Distributors 307,207 913,150 Other 650,759 312,906 $ 13,299,255 $ 15,017,574 The following table sets forth our revenues by product: Three Months Ended March 31, 2022 2021 Cable modems & gateways $ 12,883,047 $ 14,587,090 Other networking products 272,566 305,812 SaaS 143,642 124,672 $ 13,299,255 $ 15,017,574 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories, net consists of the following: SCHEDULE OF INVENTORIES March 31, 2022 December 31, 2021 Raw materials $ 1,601,870 $ 1,047,156 Finished goods 28,355,288 31,456,058 Total $ 29,957,158 $ 32,503,214 |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consist of the following: SCHEDULE OF ACCRUED EXPENSES March 31, 2022 December 31, 2021 Inventory purchases $ 164,545 $ 287,571 Payroll & related benefits 300,595 210,495 Professional fees 319,758 229,597 Royalty costs 1,649,999 1,588,025 Sales allowances 1,397,104 1,958,050 Sales and use tax 55,819 50,916 Other 861,844 955,263 Total accrued other expenses $ 4,749,664 $ 5,279,917 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE COSTS | The components of lease costs were as follows: SCHEDULE OF COMPONENTS OF LEASE COSTS 2022 2021 Three Months ended March 31, 2022 2021 Operating lease costs $ 48,231 $ 20,774 Short-term lease costs — 29,764 Total lease costs $ 48,231 $ 50,538 |
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE | The weighted-average remaining lease term and discount rate were as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE Three Months ended March 31, 2022 2021 Operating leases: Weighted average remaining lease term (years) 1.5 1.1 Weighted average discount rate 5.6 % 9.0 % |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES | Supplemental cash flow information and non-cash activity related to our operating leases are as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES 2022 2021 Three Months ended March 31, 2022 2021 Operating cash flow information: Amounts included in measurement of lease liabilities $ 48,632 $ 20,372 Non-cash activities: ROU asset obtained in exchange for lease liability $ — $ — |
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES | The maturity of the Company’s operating lease liabilities as of March 31, 2022 were as follows: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES Years ended December 31, 2022 (remainder) $ 101,487 2023 100,673 Total lease payments $ 202,160 Less: imputed interest (6,071 ) Present value of operating lease liabilities $ 196,089 Operating lease liabilities, current $ 123,891 Operating lease liabilities, noncurrent $ 72,198 |
SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS | In connection with the License Agreement, the Company has committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company is required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments as follows: SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS Years ending December 31, 2022 (remaining) $ 4,950,000 2023 6,850,000 2024 7,100,000 2025 7,100,000 Total $ 26,000,000 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF NET INCOME (LOSS) PER SHARE | Net loss per share for the three months ended March 31, 2022 and 2021, respectively, are as follows: SCHEDULE OF NET INCOME (LOSS) PER SHARE 2022 2021 Three Months ended March 31, 2022 2021 Numerator: Net loss $ (2,538,500 ) $ (545,520 ) Denominator: Weighted average common shares – basic 46,003,232 35,254,243 Effect of dilutive common share equivalents — — Weighted average common shares – dilutive 46,003,232 35,254,243 Basic and diluted net loss per share $ (0.06 ) $ (0.02 ) |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ 2,538,500 | $ 545,520 | |
Net Cash Provided by (Used in) Operating Activities | 4,312,056 | 4,969,747 | |
Retained Earnings (Accumulated Deficit) | 63,212,183 | $ 60,673,683 | |
Cash and Cash Equivalents, at Carrying Value | $ 10,048,871 | $ 397,713 | $ 12,570,445 |
SCHEDULE OF CONTRACT BALANCES (
SCHEDULE OF CONTRACT BALANCES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 5,202,262 | $ 4,880,663 |
Deferred revenue, current | 404,453 | 291,296 |
Deferred revenue, noncurrent | $ 427,571 | $ 443,452 |
SCHEDULE OF CHANGE IN CONTRACT
SCHEDULE OF CHANGE IN CONTRACT BALANCES (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance | $ 734,748 |
Billings | 177,759 |
Revenue recognized | (80,483) |
Ending balance | $ 832,024 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE BY DISTRIBUTION CHANNEL (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 13,299,255 | $ 15,017,574 |
Cable Modems & Gateways [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,883,047 | 14,587,090 |
Other Networking Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 272,566 | 305,812 |
Software as a Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 143,642 | 124,672 |
Retailers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 12,341,289 | 13,791,518 |
Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 307,207 | 913,150 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 650,759 | $ 312,906 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 1,601,870 | $ 1,047,156 |
Finished goods | 28,355,288 | 31,456,058 |
Total | $ 29,957,158 | $ 32,503,214 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory purchases | $ 164,545 | $ 287,571 |
Payroll & related benefits | 300,595 | 210,495 |
Professional fees | 319,758 | 229,597 |
Royalty costs | 1,649,999 | 1,588,025 |
Sales allowances | 1,397,104 | 1,958,050 |
Sales and use tax | 55,819 | 50,916 |
Other | 861,844 | 955,263 |
Total accrued other expenses | $ 4,749,664 | $ 5,279,917 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods held by customer | $ 4,800 | $ 4,500 |
In-transit inventory | 2,200 | 6,300 |
Provision for inventory reserves | $ 311 | $ 275 |
BANK CREDIT LINES AND GOVERNM_2
BANK CREDIT LINES AND GOVERNMENT LOANS (Details Narrative) - USD ($) | Apr. 15, 2020 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 12, 2021 | Dec. 18, 2012 |
Line of Credit Facility [Line Items] | |||||||
Amortization of debt issuance costs | $ 17,605 | $ 2,418 | |||||
Lines of credit | 7,071,901 | $ 5,065,074 | |||||
Paycheck Protection Program [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Notes payable | $ 583,000 | ||||||
Debt instrument forgiveness | $ 513,000 | $ 20,000 | |||||
Revolving Credit Facility [Member] | SVB Loan Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, principal amount | $ 25,000,000 | ||||||
Debt Instrument, Unamortized Discount | 143,000 | ||||||
Amortization of debt issuance costs | 18,000 | $ 2,000 | |||||
Lines of credit | 7,100,000 | ||||||
Deferred finance costs | 84,000 | ||||||
Line of credit facility remaining borrowing capacity | $ 1,100,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | ||||||
Revolving Credit Facility [Member] | SVB Loan Agreement [Member] | Commercial Credit Card [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long term line of credit | $ 1,000,000 | ||||||
Revolving Credit Facility [Member] | Rosenthal and Rosenthal Inc [Member] | Financing Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, principal amount | $ 5,000,000 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE COSTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease costs | $ 48,231 | $ 20,774 |
Short-term lease costs | 29,764 | |
Total lease costs | $ 48,231 | $ 50,538 |
SCHEDULE OF WEIGHTED AVERAGE RE
SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term | 1 year 6 months | 1 year 1 month 6 days |
Weighted average discount rate | 5.60% | 9.00% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Amounts included in measurement of lease liabilities | $ 48,632 | $ 20,372 |
ROU asset obtained in exchange for lease liability |
SCHEDULE OF MATURITY OF OPERATI
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (remainder) | $ 101,487 | |
2023 | 100,673 | |
Total lease payments | 202,160 | |
Less: imputed interest | (6,071) | |
Present value of operating lease liabilities | 196,089 | |
Operating lease liabilities, current | 123,891 | $ 143,486 |
Operating lease liabilities, noncurrent | $ 72,198 | $ 98,811 |
SCHEDULE OF MINIMUM ANNUAL ROYA
SCHEDULE OF MINIMUM ANNUAL ROYALTY PAYMENTS (Details) | Mar. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining) | $ 4,950,000 |
2023 | 6,850,000 |
2024 | 7,100,000 |
2025 | 7,100,000 |
Total | $ 26,000,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Lease term | 12 months or less | |
Operating Lease, Liability | $ 202,160 | |
Royalty expense | 1,600,000 | $ 1,600,000 |
December 31, 2022 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Lease, Liability | 32,000 | |
December 31, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Lease, Liability | 55,000 | |
December 31, 2024 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Operating Lease, Liability | $ 23,000 |
SIGNIFICANT CUSTOMER AND DEPE_2
SIGNIFICANT CUSTOMER AND DEPENDENCY ON KEY SUPPLIERS (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Companies [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 90.00% | 88.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Companies [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 88.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Companies [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 87.00% | |
Inventories [Member] | Supplier Concentration Risk [Member] | Two Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 99.00% | |
Inventories [Member] | Supplier Concentration Risk [Member] | One Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 99.00% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits | $ 0 | ||
Income Tax Expense (Benefit) | 6,000 | $ 1,500 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 56,600,000 | $ 65,000,000 | |
Expiration term | 2022 to 2040 | 2022 to 2040 | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 18,000,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 23,300,000 | $ 22,100,000 | |
Expiration term | 2033 through 2040 | 2033 through 2040 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) | |
Area of land | ft² | 2,656 | |
Rent expense | $ 8 | $ 8 |
Zoom Connectivity, Inc. [Member] | 848 Elm Street in Manchester, NH [Member] | ||
Annual rental price | $ 30 |
SCHEDULE OF NET INCOME (LOSS) P
SCHEDULE OF NET INCOME (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (2,538,500) | $ (545,520) |
Weighted average common shares – basic | 46,003,232 | 35,254,243 |
Effect of dilutive common share equivalents | ||
Weighted average common shares – dilutive | 46,003,232 | 35,254,243 |
Basic and diluted net loss per share | $ (0.06) | $ (0.02) |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities | 249,524 | 1,679,375 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Oct. 24, 2022 | Apr. 25, 2022 |
Subsequent Event [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Ordinary shares price per share | $ 1 | $ 1 |