Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. |
Entity Central Index Key | 0001648087 |
Entity Tax Identification Number | 47-3892903 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 909 18th Avenue South |
Entity Address, Address Line Two | Suite A |
Entity Address, City or Town | Nashville |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37212 |
City Area Code | 833 |
Local Phone Number | 267-3235 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 909 18th Avenue South |
Entity Address, Address Line Two | Suite A |
Entity Address, City or Town | Nashville |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37212 |
Contact Personnel Name | Charles A. Ross, Jr. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 465,978 | $ 356,754 | $ 17,607 |
Accounts receivable | 2,342,350 | 1,613,489 | 100,746 |
Prepaid expense | 169,896 | 207,052 | 163,492 |
Inventory | 8,150,255 | 7,421,696 | 685,854 |
Inventory deposits | 285,848 | 309,684 | |
Total Current Assets | 11,414,327 | 9,908,675 | 967,699 |
Property and Equipment, net | 427,434 | 456,525 | 900 |
OTHER ASSETS: | |||
Lease deposits | 21,503 | 18,032 | |
Right-of-use lease assets | 1,733,829 | 1,977,329 | |
Goodwill | 4,200,000 | 4,200,000 | |
Total Other Assets | 5,955,332 | 6,195,361 | |
TOTAL ASSETS | 17,797,093 | 16,560,561 | 968,599 |
CURRENT LIABILITIES: | |||
Accounts payable and accrued expense | 2,430,835 | 2,523,551 | 1,032,264 |
Accrued interest | 103,919 | 103,919 | 203,972 |
Loan – Officer – related party | 101,000 | 10,373 | |
Loans – Working capital | 601,446 | 602,643 | 3,879,428 |
Line of credit | 1,700,000 | ||
Loans - Nonrelated parties | 12,939 | ||
Right-of-use lease liabilities, current | 989,892 | 992,496 | |
Total Current Liabilities | 5,927,092 | 4,222,609 | 5,138,976 |
Right-of-use lease liabilities, long-term | 743,937 | 984,833 | |
TOTAL LIABILITIES | 6,671,029 | 5,207,442 | 5,138,976 |
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock value | |||
Common Stock, $0.001 par value; 600,000,000 shares authorized; 677,221 and 677,221 issued and outstanding, respectively at March 31, 2023 and December 31, 2022 | 677 | 677 | 64 |
Additional paid in capital | 45,465,077 | 45,465,077 | 22,798,839 |
Accumulated deficit | (34,339,865) | (34,112,810) | (26,969,657) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 11,126,064 | 11,353,119 | (4,170,377) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 17,797,093 | 16,560,561 | 968,599 |
Preferred Class A [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock value | 100 | 100 | |
Preferred Class B [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock value | 75 | $ 277 | |
Series A Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock value | 100 | 100 | |
Series B Preferred Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Preferred stock value | $ 75 | $ 75 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 175,000 | 175,000 | 376,501 |
Preferred stock, shares outstanding | 175,000 | 175,000 | 376,501 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 |
Common stock, shares, issued | 677,221 | 677,221 | 63,895 |
Common stock, shares outstanding | 677,221 | 677,221 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,402,099 | $ 154,080 | $ 8,449,800 | $ 986,826 |
Cost of goods sold | 2,791,326 | 96,719 | 6,509,382 | 812,130 |
Gross margin | 1,610,773 | 57,361 | 1,940,418 | 174,696 |
Expenses: | ||||
Consulting/payroll and other costs | 944,599 | 462,989 | 2,000,624 | 2,012,803 |
Rental expense, warehousing, outlet expense | 226,660 | 508,527 | ||
Product development costs | 16,495 | 33,273 | 746,871 | 330,353 |
Marketing and brand development costs | 252,725 | 80,970 | 507,503 | 171,030 |
Administrative and other | 361,149 | 438,305 | 3,190,092 | 968,306 |
Depreciation and amortization expense | 29,090 | 900 | 50,087 | 3,643 |
Total operating expense | 1,830,718 | 1,016,437 | 7,003,704 | 3,486,135 |
Operating income (loss) | (219,945) | (959,076) | (5,063,286) | (3,311,439) |
Other Income (Expense) | ||||
Interest expense, net | (7,110) | (292,405) | (358,689) | (2,061,782) |
Interest expense – pre-emptive rights release | (350,000) | |||
Interest income | 5,578 | |||
Gain/(loss) on extinguishment of debt | (1,376,756) | (1,376,756) | (725,723) | |
Net income (loss) before income tax provision | (227,055) | (2,628,237) | (7,143,153) | (6,098,944) |
Provision for income tax | ||||
Net income (loss) | $ (227,055) | $ (2,628,237) | $ (7,143,153) | $ (6,098,944) |
Basic and diluted income (loss) per share | $ (0.34) | $ (20.73) | $ (23.91) | $ (121.20) |
Weighted average common shares outstanding - basic and diluted | 677,200 | 126,760 | 298,760 | 50,320 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity/Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance value at Dec. 31, 2020 | $ 36 | $ 15,858,240 | $ (20,870,713) | $ (5,012,437) | |
Balance, shares at Dec. 31, 2020 | 36,404 | ||||
Common stock issued as compensation | $ 22 | 2,502,423 | 2,502,445 | ||
Common stock issued as compensation, shares | 21,852 | ||||
Issuance of preferred stock Series A | 100 | (100) | |||
Issuance of preferred stock Series B | 50 | 547,455 | 547,505 | ||
Conversion of debt | $ 4 | 227 | 2,691,710 | 2,691,941 | |
Conversion of debt, shares | 3,853 | ||||
Debt converted into warrants | 974,113 | 974,113 | |||
Sale of common stock, net | $ 2 | 224,998 | 225,000 | ||
Sale of common stock, net, shares | 1,786 | ||||
Net loss | (6,098,944) | (6,098,944) | |||
Balance, value at Dec. 31, 2021 | $ 64 | 377 | 22,798,839 | (26,969,657) | (4,170,377) |
Balance, shares at Dec. 31, 2021 | 63,895 | ||||
Common stock issued as compensation | $ 9 | 969,526 | 969,535 | ||
Common stock issued as compensation, shares | 9,345 | ||||
Sale of common stock, net | $ 106 | 9,038,350 | 9,038,456 | ||
Sale of common stock, net, shares | 106,345 | ||||
Net loss | (2,628,237) | (2,628,237) | |||
Preferred stock converted into common stock | $ 10 | (202) | 192 | ||
Preferred stock converted into common stock, shares | 10,068 | ||||
Conversion of debt into warrants | 1,566,559 | 1,566,559 | |||
Balance, value at Mar. 31, 2022 | $ 189 | 175 | 34,373,466 | (29,597,894) | 4,775,936 |
Balance, shares at Mar. 31, 2022 | 189,653 | ||||
Balance value at Dec. 31, 2021 | $ 64 | 377 | 22,798,839 | (26,969,657) | (4,170,377) |
Balance, shares at Dec. 31, 2021 | 63,895 | ||||
Common stock issued as compensation | $ 4 | 60,996 | 61,000 | ||
Common stock issued as compensation, shares | 4,000 | ||||
Debt converted into warrants | 1,566,559 | 1,566,559 | |||
Sale of common stock, net | $ 106 | 9,038,350 | 9,038,456 | ||
Sale of common stock, net, shares | 106,345 | ||||
Net loss | (7,143,153) | (7,143,153) | |||
Issuance of common stock to pay for expenses | $ 10 | 969,525 | 969,535 | ||
Issuance of common stock to pay for expenses, shares | 9,345 | ||||
Preferred stock converted into common stock | $ 10 | (202) | 192 | ||
Preferred stock converted into common stock, shares | 10,068 | ||||
Sale of common stock | $ 20 | 565,315 | 565,335 | ||
Sale of common stock, shares | 20,372 | ||||
Sale of pre-funded common stock warrants $27.50 per share, exercise price of $0.25 | 12,322,542 | 12,322,542 | |||
Prefunded common stock warrant offering costs and fees | (1,972,578) | (1,972,578) | |||
Exercise of $27.50 prefunded warrants | $ 448 | 111,577 | 112,025 | ||
Exercise of pre-funded warrants, shares | 448,096 | ||||
Exercise of $103.75 prefunded warrants | $ 15 | 3,760 | 3,775 | ||
Exercise of pre-funded warrants, shares | 15,099 | ||||
Balance, value at Dec. 31, 2022 | $ 677 | 175 | 45,465,077 | (34,112,810) | 11,353,119 |
Balance, shares at Dec. 31, 2022 | 677,221 | ||||
Net loss | (227,055) | (227,055) | |||
Balance, value at Mar. 31, 2023 | $ 677 | $ 175 | $ 45,465,077 | $ (34,339,865) | $ 11,126,064 |
Balance, shares at Mar. 31, 2023 | 677,221 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity/Deficit (Parenthetical) | Dec. 31, 2022 $ / shares |
Statement of Stockholders' Equity [Abstract] | |
Pre-funded stock price per share | $ 27.50 |
Warrants exercise price per share | 0.25 |
Exercise of warrants | 27.50 |
Exercise of warrants | $ 103.75 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||||
Net income (loss) | $ (227,055) | $ (2,628,237) | $ (7,143,153) | $ (6,098,944) |
Depreciation | 29,090 | 900 | 50,087 | 3,643 |
Depreciation and amortization | 29,090 | 900 | ||
Gain on disposition of property | (1,994) | |||
Compensation paid through issuance of common stock | 969,535 | 1,030,535 | 3,476,559 | |
Amortization of loan discount | 1,000,457 | 1,000,457 | 1,262,109 | |
Adjustments to reconcile net loss to cash (used in) operating activities: | ||||
Accounts receivable | (728,861) | (61,507) | 613,104 | 75,334 |
Prepaid expenses | 37,156 | (448,000) | (34,286) | (8,010) |
Inventory | (704,724) | 42,360 | (2,289,695) | (4,145) |
Inventory deposits and other | (3,472) | (647,147) | (3,149) | 141,164 |
Accounts payable and accrued expense | (92,713) | (1,152,603) | (50,042) | 304,445 |
Net Cash (Used in) Operating Activities | (1,690,579) | (2,924,242) | (6,828,136) | (847,845) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||||
Purchase of Champion | (10,247,420) | |||
Purchase of property and equipment | (20,888) | |||
Net Cash (Used in) Investing Activities | (10,268,308) | |||
CASH FLOW FROM FINANCING ACTIVITIES: | ||||
Proceeds from sale of common, net of offering costs | 9,038,456 | 9,603,791 | 772,505 | |
Proceeds from line of credit | 1,700,000 | |||
Proceeds from sale of prefunded warrants, net of offering costs | 10,349,964 | |||
Proceeds from exercise of prefunded warrants | 115,798 | |||
Proceeds (repayments) of loans – officer - related party | 101,000 | (81,506) | (81,506) | 35,548 |
Proceeds (repayments) of working capital loan | (1,197) | 60,000 | ||
Proceeds of working capital loan | 60,000 | 2,244,100 | ||
Repayment of loans – nonrelated party | (2,601,634) | (2,612,456) | (2,247,600) | |
Net Cash Provided by Financing Activities | 1,799,803 | 6,415,316 | 17,435,591 | 804,553 |
CHANGE IN CASH | 109,224 | 3,491,074 | 339,147 | (43,292) |
CASH AT BEGINNING OF PERIOD | 356,754 | 17,607 | 17,607 | 60,899 |
CASH AT END OF PERIOD | 465,978 | 3,508,681 | 356,754 | 17,607 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
Interest | 25,434 | 188,607 | 270,146 | 214,798 |
Income taxes | ||||
Non-cash investing and financing activities: | ||||
Conversion of debt into equity | $ 1,950,224 | $ 2,011,224 | $ 2,691,940 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on December 15, 2014 , under the laws of the State of Nevada, as CubeScape, Inc. Nature of operations The Company develops and sells branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using a wholesale distribution network, personal appearances, musical venues, e-commerce and television avenues. The Company’s products are marketed under the American Rebel Brand and imprinted with such branding. Through its recent acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company also promotes and sells its products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through a multitude of online avenues, including its website and various e-commerce platforms such as Amazon.com. In addition to its American Rebel brand, the Company also sells products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands. To varying degrees, the consequences of the COVID-19 pandemic continue to affect our operating businesses. Significant government and private sector actions have been taken since 2020 to control the spread and mitigate the economic effects of the virus and its variants. The development of geopolitical conflicts, supply chain disruptions and government actions to slow inflation in recent years have produced varying effects on our operating business. The economic effects from these events over longer terms cannot be reasonably estimated at this time. Accordingly, significant estimates used in the preparation of our financial statements, including those associated with evaluations of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2022, and notes thereto contained, filed on April 14, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. Year-end The Company’s year-end is December 31. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years. Revenue recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price agreed, and the product is shipped or delivered to that customer. Advertising costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 252,725 80,970 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2023, and December 31, 2022, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the three months ended March 31, 2023 and March 31, 2022, net loss per share was $ (0.34) (20.73) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of March 31, 2023 and December 31, 2022, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of March 31, 2023 and as of March 31, 2022, respectively. SCHEDULE OF TOTAL NUMBER OF COMMON SHARES March 31, 2023 March 31, 2022 Shares used in computation of basic earnings per share for the periods ended 677,200 126,760 Total dilutive effect of outstanding stock awards or common stock equivalents 1,062,760 30,200 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2023 and March 31, 2022, respectively 1,739,960 156,960 Net income (loss) $ (227,055 ) $ (2,628,237 ) Fully diluted income (loss) per share $ (0.13 ) $ (16.74 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March 31, 2023, and December 31, 2022, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the three-month periods ended March 31, 2023, and 2022, respectively, no Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying condensed consolidated balance sheets. We estimate that warranty liability is nominal or negligible based on the quality of products and our excellent customer relationships. Warranty liability was $ 93,458 as of December 31, 2022 and $ 106,707 Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of future results, particularly by growth-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition of Champion Entities for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. Recent pronouncements The Company evaluated recent accounting pronouncements through March 31, 2023, and believes that none have a material effect on the Company’s financial statements. Concentration risks During 2022 prior to the closing of the Champion Entities, the Company purchased a substantial portion (over 20 20 0 0 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The “Company” was incorporated on December 15, 2014 The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 8,711 250 4,500 The Company filed a registration statement on Form S-1 which was declared effective by the Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $ 20.00 60,000 Nature of operations The Company develops and sells branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using a wholesale distribution network, personal appearance, music, Internet and television avenues. The Company’s products are marketed under the American Rebel Brand and imprinted with such branding. Through its recent acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as through a multitude of online avenues, including its website and various e-commerce platforms such as Amazon.com. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value. Inventory and Inventory Deposits Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines the estimate for the adjustment for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales, and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years. Revenue recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price agreed, and the product shipped or delivered to that customer. Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 507,503 171,030 Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and December 31, 2021, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: The FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the years ended December 31, 2022 and 2021, net loss per share was $ (23.91) (121.20) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of December 31, 2022 and December 31, 2021, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of December 31, 20 22 and as of December 31, 2021, respectively. SCHEDULE OF TOTAL NUMBER OF COMMON SHARES December 31, 2022 December 31, 2021 Shares used in computation of basic earnings per share for the year ended 298,760 50,320 Total dilutive effect of outstanding stock awards or common stock equivalents 674,560 27,280 Shares used in computation of fully diluted earnings per share for the year ended 973,320 77,600 Net income (loss) $ (7,143,153 ) $ (6,098,944 ) Fully diluted income (loss) per share $ (7.34 ) $ (78.59 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2022 and December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2022 and 2021, respectively, no income tax expense has been recorded. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying consolidated balance sheets. We estimate that warranty liability is nominal or negligible based on the quality of products and our excellent customer relationships. Warranty liability is $ 93,458 Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of drug development, particularly by development-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition Of Champion Entities and Note 15 - Pro Forma Condensed Combined Financial Information (Unaudited) for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2022, and believes that none have a material effect on the Company’s financial statements. Concentration Risk In 2022 prior to the closing of the Champion Entities, the Company purchased a substantial portion (over 20 20 0 0 |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur net losses for the three months ended March 31, 2023, and 2022 of ($ 227,055 2,628,237 34,339,865 34,112,810 6,477,127 6,678,562 The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. Management believes funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations (which now includes the Champion Entities business). Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the years ended December 31, 2022 and 2021 amounting to ($ 7,143,153 ) and ($ 6,098,944 ), respectively. The Company’s accumulated deficit was ($ 34,112,810 ) as of December 31, 2022 and ($ 26,969,657 ) as of December 31, 2021. The Company’s working capital surplus was $6,678,562 as of December 31, 2022 compared to a working capital deficit of ($4,171,277) as of December 31, 2021. The increase in working capital from December 31, 2021, to December 31, 2022, is due primarily to the Company closing on its registered public offering in February 2022 its July 2022 private investment in public equity (“PIPE”) transaction and its acquisition and integration of the Champion Entities. Until most recently the Company’s activities have been primarily sustained through equity/debt financing and the continued usage of deferral of payments on accounts payable and other expenses. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues. Management believes funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
INVENTORY AND DEPOSITS
INVENTORY AND DEPOSITS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
INVENTORY AND DEPOSITS | NOTE 3 – INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS March 31, 2023 (unaudited) December 31, 2022 (audited) Inventory – finished goods $ 8,150,255 $ 7,421,696 Inventory deposits 285,848 309,684 Total Inventory and deposits $ 8,436,003 $ 7,731,380 With the Champion acquisition we will eliminate the need to hold any inventory with our American Rebel, Inc. subsidiary at its facility. We do not believe we have a risk of concentration in our purchasing of inventory materials, sourcing needs or manufacturing. As reported in our Annual Report filed on Form 10-K the Champion acquisition added approximately $ 5,400,000 600,000 | NOTE 3- INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2022 December 31, 2021 Inventory - Finished goods $ 7,421,696 $ 685,854 Inventory - Deposits and other 309,684 - Total Inventory $ 7,731,380 $ 685,854 With the Champion acquisition we will soon eliminate the need to hold inventory with our American Rebel, Inc subsidiary at its facility. We do not believe we have a risk of concentration in our purchasing of inventory materials, sourcing needs or manufacturing. The Champion acquisition added approximately $ 5,400,000 600,000 1,600,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 December 31, 2022 (unaudited) (audited) Plant, property and equipment $ 367,317 $ 367,317 Vehicles 448,542 448,542 Property and equipment gross 815,859 815,859 Less: Accumulated depreciation (388,425 ) (359,334 ) Net property and equipment $ 427,434 $ 456,525 For the three months ended March 31, 2023, and 2022 we recognized $ 29,090 900 | NOTE 4 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT Property and equipment include the following: December 31, 2022 December 31, 2021 Plant, property and equipment $ 367,317 $ 32,261 Vehicles 448,542 277,886 Property and equipment gross 815,859 310,147 Less: Accumulated depreciation (359,334 ) (309,247 ) Net property and equipment $ 456,525 $ 900 For the years ended December 31, 2022 and 2021 we recognized $ 50,087 and $ 3,643 in depreciation expense, respectively. We depreciate these assets over a period of sixty ( 60 ) months which has been deemed their useful life. We recognized 5 months and 3 days of depreciation expense from the assets that we acquired with the Champion acquisition. The Champion acquisition added approximately $ 400,000 in assets on the date of the purchase |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS Charles A. Ross, Jr. serves as the Company’s CEO. Compensation for Mr. Ross includes a base salary and a bonus based upon certain performance measures approved by the Board of Directors. Doug Grau serves as the Company’s President. Compensation for Mr. Grau includes a base salary and a bonus based upon certain performance measures approved by the Board of Directors. Mr. Grau lent the Company approximately $ 100,000 | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS For the year ended December 31, 2016, the Company received loans from its sole officer and director at the time totaling $ 221,155 During the year ended December 31, 2016, the Company acquired three vehicles from various related parties and assumed the debt secured by each one of the vehicles. Accordingly, the recorded value for each vehicle is the total debt assumed under each related loan, or a total of $ 277,886 Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer and director. Compensation for Mr. Ross was $ 681,400 200,000 20,766 393,490 413,381 200,000 11,182 393,490 |
NOTES PAYABLE _ NONRELATED PART
NOTES PAYABLE – NONRELATED PARTIES | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – NONRELATED PARTIES | NOTE 6 – NOTES PAYABLE – NONRELATED PARTIES Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at December 31, 2022 and December 31, 2021. SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES December 31, 2022 December 31, 2021 Loan secured by a tour bus, payable in monthly payments of $ 1,426 12% $ - $ 12,939 Total recorded as current liability $ - $ 12,939 Current and long-term portion. Total loan balance was paid in full prior to December 31, 2022. |
NOTES PAYABLE _ WORKING CAPITAL
NOTES PAYABLE – WORKING CAPITAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE – WORKING CAPITAL | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL During the three months ending March 31, 2022, the Company completed the sale of several short-term notes under similar terms as its other short-term notes totaling $ 60,000 During the three months ending March 31, 2022, the Company repaid $ 2,541,634 1,950,224 2,803,632 1,376,756 At March 31, 2023, and December 31, 2022, the outstanding balance due on the working capital notes payable was $ 601,466 602,643 600,000 | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL During the year ending December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed the sale of several additional short term notes and extensions of short term notes under similar terms with additional principal amount totaling $ 2,244,100 mature in 30-180 days 546,292 662,713 1,437,432 1,261,695 During the year ended December 31, 2021, the Company and the Company’s wholly-owned operating subsidiary completed the conversion of short term notes with a face value of $ 1,713,904 96,336 2,691,940 725,723 During the year ended December 31, 2022, the Company through one of its wholly-owned operating subsidiaries completed the sale of several short-term notes under similar terms totaling $ 60,000 During the year ended December 31, 2022, the Company and one of its wholly-owned operating subsidiaries repaid $ 2,541,634 1,950,224 2,803,632 1,376,756 As of December 31, 2022, and 2021, the outstanding balance due on the working capital notes was $ 602,643 3,879,428 |
GOODWILL AND ACQUISITION OF CHA
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill And Acquisition Of Champion Entities | ||
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES | NOTE 8 – GOODWILL AND ACQUISITION OF CHAMPION ENTITIES Goodwill Goodwill is initially recorded as of the acquisition date and is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is subject to impairment testing annually (on the first day of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We first perform a qualitative assessment to evaluate goodwill for potential impairment. If based on that assessment it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary. The quantitative impairment test requires determining the fair value of the reporting unit. We use the income approach, whereby we calculate the fair value based on the present value of estimated future cash flows using a discount rate that approximates our weighted average cost of capital. The process of evaluating the potential impairment of goodwill is subjective and requires significant estimates and assumptions about the future such as sales growth, gross margins, employment costs, capital expenditures, inflation and future economic and market conditions. Actual future results may differ from those estimates. If the carrying value of the reporting unit’s assets and liabilities, including goodwill, exceeds its fair value, impairment is recorded for the excess, not to exceed the total amount of goodwill allocated to the reporting unit. As of March 31, 2023 and December 31, 2022, we had goodwill of $ 4,200,000 and $4,200,000 , respectively, presented within other long-term assets in our condensed consolidated balance sheets, primarily related to our 2022 acquisition of Champion Entities. During the 1 st The Company policy is to review its goodwill for impairment periodically (based on economic conditions) and more specifically in the 4 th Business Combination Consideration On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities” or “Champion”) and Mr. Ray Crosby (the “Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. The acquisition occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration of approximately $ 9,150,000 350,000 400,000 350,000 200,000 150,000 Accounting for the Business Combination Under the acquisition method of accounting, the acquired tangible and intangible assets and assumed liabilities are recognized based on their estimated fair values as of the business combination closing date. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed as of December 31, 2022 and have been prepared to illustrate the estimated effect of the business combination (see Note 15 – Pro Forma Condensed Combined Financial Information (Unaudited) to our Annual Report filed on Form 10-K). The Company may recognize a deferred tax benefit as a result of the acquisition. Due to the acquisition, a temporary difference between the book and the tax basis for the intangible assets acquired may be created resulting in a deferred tax liability and additional goodwill. The acquisition was accounted for as a business combination in accordance with ASC 805. As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of July 29, 2022. The purchase price allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are conducted following the completion of the business combination. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below. The following is the preliminary estimate of the fair value of the assets acquired, liabilities assumed, and ensuing goodwill identified, reconciled to the purchase price transferred: SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill 4,200,000 Consideration $ 10,237,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 Total Purchase Price $ 10,237,420 The Company’s preliminary estimates of fair values of the net assets acquired are based solely on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of the acquisition. (**- Customer list and other intangibles are combined with goodwill at the end of each period and evaluated as to fair value. At March 31, 2023 and December 31, 2022, it was determined that total intangible assets (which includes goodwill) has a fair value of $ 4.2 | NOTE 8 – GOODWILL AND ACQUISITION OF CHAMPION ENTITIES Goodwill Goodwill is initially recorded as of the acquisition date, and is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is subject to impairment testing annually (on the first day of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We first perform a qualitative assessment to evaluate goodwill for potential impairment. If based on that assessment it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary. The quantitative impairment test requires determining the fair value of the reporting unit. We use the income approach, whereby we calculate the fair value based on the present value of estimated future cash flows using a discount rate that approximates our weighted average cost of capital. The process of evaluating the potential impairment of goodwill is subjective and requires significant estimates and assumptions about the future such as sales growth, gross margins, employment costs, capital expenditures, inflation and future economic and market conditions. Actual future results may differ from those estimates. If the carrying value of the reporting unit’s assets and liabilities, including goodwill, exceeds its fair value, impairment is recorded for the excess, not to exceed the total amount of goodwill allocated to the reporting unit. As of December 31, 2022 and December 31, 2021, we had goodwill of $ 4,200,000 none th th The Company will review its goodwill for impairment periodically (based on economic conditions) and more specifically in the 4 th Business Combination Consideration On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities” or “Champion”) and Mr. Ray Crosby (the “Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. The acquisition occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration of approximately $ 9,150,000 350,000 400,000 350,000 200,000 150,000 Accounting for the Business Combination Under the acquisition method of accounting, the acquired tangible and intangible assets and assumed liabilities are recognized based on their estimated fair values as of the business combination closing date. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed as of December 31, 2022 and have been prepared to illustrate the estimated effect of the business combination (see Note 15 – Pro Forma Condensed Combined Financial Information (Unaudited). The Company may recognize a deferred tax benefit as a result of the acquisition. Due to the acquisition, a temporary difference between the book and the tax basis for the intangible assets acquired may be created resulting in a deferred tax liability and additional goodwill. No deferred tax benefit was recorded in the combined pro forma financial statements. The acquisition was accounted for as a business combination in accordance with ASC 805. As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of July 29, 2022. The purchase price allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are conducted following the completion of the business combination. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below. The following is the preliminary estimate of the fair value of the assets acquired, liabilities assumed, and ensuing goodwill identified, reconciled to the purchase price transferred: SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill 4,200,000 Consideration $ 10,237,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 Total Purchase Price $ 10,237,420 The Company’s preliminary estimates of fair values of the net assets acquired are based solely on the information that was available at the date of the acquisition, and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of the acquisition. (**- Customer list and other intangibles are combined with goodwill at the end of each period and evaluated as to fair value. At December 31, 2022 it was determined that total intangible assets (which includes goodwill) has a fair value of $ 4.2 |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 9 – INCOME TAXES At March 31, 2023 and December 31, 2022, the Company had a net operating loss carryforward of $ 34,339,865 34,112,810 Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2023 (unaudited) December 31, 2022 (audited) Deferred tax asset: Net operating loss carryforward $ 7,211,370 $ 7,163,690 Total deferred tax asset 7,211,370 7,163,690 Less: Valuation allowance (7,211,370 ) (7,163,690 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of March 31, 2023, and December 31, 2022, was $ 7,211,370 7,163,690 As a result, management determined it was more likely than not deferred tax assets will not be realized as of March 31, 2023, and December 31, 2022, and recognized 100% valuation allowance for each period Reconciliation between the statutory rate and the effective tax rate for both periods and as of March 31, 2023 and December 31, 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate ( 21.0 )% State taxes, net of federal benefit ( 0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % On August 16, 2022, the Inflation Reduction Act of 2022 (“the 2022 act”) was signed into law. The 2022 act contains numerous provisions, including a 15 1 | NOTE 9 – INCOME TAXES At December 31, 2022 and December 31, 2021, the Company had a net operating loss carryforward of $ 34,112,810 26,969,657 Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax asset: Net operating loss carryforward $ 7,163,690 $ 5,663,628 Total deferred tax asset 7,163,690 5,663,628 Less: Valuation allowance (7,163,690 ) (5,663,628 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of December 31, 2022 and December 31, 2021 was $ 7,163,690 5,663,628 As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2022 and December 31, 2021 and recognized 100% valuation allowance for each period. Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2022 and 2021: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate ( 21.0 )% State taxes, net of federal benefit ( 0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
SHARE CAPITAL | NOTE 10 – SHARE CAPITAL The Company is authorized to issue 600,000,000 0.001 10,000,000 0.001 Common stock and preferred stock For the month of February 2022 the following transactions occurred: On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 10,068 7,443 10,500,000 101,205 103.75 For the month of July 2022 the following transactions occurred: On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 of securities, consisting of (i) 20,372 shares of common stock at $ 27.75 per share, (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 448,096 shares of common stock (the “Prefunded Warrant Shares”) at $ 27.50 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 936,937 shares of common stock at an initial exercise price of $ 21.50 per share and will expire five years from the date of issuance. For the month of August 2022 the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd. exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued For the month of September 2022 the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued. For the month of October 2022 the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued For the month of November 2022 the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued For the three months ended March 31, 2023 the following transactions occurred: None with respect to common stock, preferred stock or warrant conversions. At March 31, 2023 and December 31, 2022, there were 677,221 677,221 75,143 75,143 100,000 100,000 | NOTE 10 – SHARE CAPITAL The Company is authorized to issue 600,000,000 0.001 10,000,000 0.001 Common and Preferred stock For the month of January 2021 the following transactions occurred: On January 5, 2021, the Company issued 155 120.00 50,000 417 120.00 For the month of March 2021 the following transactions occurred: The Company entered into a one-year promissory note dated March 4, 2021 in the amount of $50,000. The Company will pay monthly interest payments at 12% per annum to the holder of the note. As a component of the note we issued 300 shares of common stock to the note holder. On March 5, 2021 the Company received an equity investment of $100,000, to purchase 833 shares of the Company’s common stock by subscription agreement at $120.00 per share. On March 10, 2021, the Company issued 140 shares of common stock to pay interest on an outstanding note. On March 10, 2021, the Company issued 155 shares of common stock to pay interest on an outstanding note. On March 10, 2021, the Company issued 160 shares of common stock of the Company valued at $120.00 per share as payment for services rendered. For the month of April 2021 the following transactions occurred: On April 9, 2021, in connection with a $ 1,000,000 bridge loan, the Company issued Ronald A. Smith, our Chief Operating Officer, a warrant to purchase 1,000 shares of the Company’s common stock at an exercise price of $ 200.00 per share with a five-year term. On April 9, 2021, the Company entered into two employment agreements with recently appointed officers, whereby it agreed to issue 4,375 shares of common stock to such officers. In addition, the Company entered into amendments to the current employment agreements with its Chief Executive Officer and President, whereby it agreed to issue 4,000 shares of its common stock. On April 20, 2021, the Company issued 75 shares of common stock in return for services rendered. On April 22, 2021, the Company entered into a settlement agreement with a current debt holder, whereby the Company agreed to repay the $ 151,688 balance owing on the note owed with a cash payment of $ 50,000 and the issuance of 1,000 shares of common stock, with a stated value of $ 100,688 . For the month of June 2021 the following transactions occurred: On June 11, 2021, the Company sold 10,000 units at $ 7 per unit consisting of 10,000 shares of Series B preferred stock and 500 three-year warrants to purchase 1 share of common stock per warrant at $200.00 to an accredited investor. On June 14, 2021, the Company sold 5,000 units at $ 7 per unit consisting of 5,000 shares of Series B preferred stock and 250 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor. On June 14, 2021, a holder of various outstanding notes converted outstanding principal and interest to 42,658 units at $ 7 per unit consisting of 42,658 shares of Series B Preferred Stock and 2,133 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . On June 15, 2021, a holder of various outstanding notes converted outstanding principal and interest to 57,143 units at $ 7 per unit consisting of 57,143 shares of Series B preferred stock and 2,857 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . On June 15, 2021, a holder of an outstanding note converted outstanding principal and interest to 75,143 units at $ 7 per unit consisting of 75,143 shares of Series B preferred stock and 3,757 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . On June 18, 2021, the Company sold 28,572 units at $ 7 per unit consisting of 28,572 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor. On June 21, 2021, a holder of an outstanding note converted a portion of outstanding principal to 50,000 units at $ 7 per unit consisting of 50,000 shares of Series B preferred stock and 2,500 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . On June 28, 2021, the Company sold 5,000 units at $ 7 per unit consisting of 5,000 shares of Series B preferred stock and 250 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor. On June 29, 2021, a holder of an outstanding note converted outstanding principal and interest to 16,000 units at $ 7 per unit consisting of 16,000 shares of Series B preferred stock and 800 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . 8,000 units at $ 7 per unit consisting of 8,000 shares of Series B preferred stock and 400 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 . On June 30, 2021, the Company sold 15,000 units at $ 7 per unit consisting of 15,000 shares of Series B preferred stock and 750 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor. 7,143 units at $ 7 per unit consisting of 7,143 shares of Series B preferred stock and 357 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor. For the month of July 2021 the following transactions occurred: On July 21, 2021, the Company issued 610 shares of common stock as interest payments on an outstanding note. 650 250,000 to 350,000 . On July 26, 2021, the Company sold 7,500 units at $ 7 per unit consisting of 7,500 shares of Series B preferred stock and 375 three-year warrants to purchase 1 share of common stock per warrant at $ 200.00 to an accredited investor by subscription agreement. On July 29, 2021, the Company issued 400 shares of common stock as a conversion of Series B preferred stock. On July 30, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 377 shares of common stock to Rocco LaVista, our VP of Business Development, for services. For the month of August 2021 the following transactions occurred: On August 3, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 377 shares of common stock to Charles A. Ross, Jr., our CEO, for services. 377 On August 12, 2021, the Company issued 155 shares of common stock as an interest payment on an outstanding note. On August 18, 2021, the Company issued 2,133 shares of common stock upon conversion of 42,658 shares of Series B preferred stock. For the month of September 2021 the following transactions occurred: On September 3, 2021, the Company issued 17 shares of common stock as a component of a note. On September 8, 2021, the Company issued 155 shares of common stock as an interest payment on an outstanding note. On September 21, 2021, the Company issued 50 shares of common stock as a component of a note. On September 21, 2021, the Company issued 250 shares of common stock as a component of a note. On September 30, 2021, the Company issued 63 shares of common stock as a component of a note extension. On September 30, 2021, the Company issued 150 On September 30, 2021, the Company issued 1,380 shares of common stock as an interest payment on outstanding notes. For the month of October 2021 the following transactions occurred: On October 25, 2021, the Company issued 536 536 200.00 75,000 On October 29, 2021, the Company issued 590 shares of common stock as an interest payment on an outstanding note. On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 250 shares of common stock to a legal consultant of the Company for services. On October 29, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 250 shares of common stock to a financial consultant of the Company for services. For the month of December 2021 the following transactions occurred: On December 2, 2021, pursuant to its 2021 Long-Term Incentive Plan, the Company issued 250 shares of common stock to a consultant of the Company for services. 1,765 shares of common stock as interest payments on outstanding notes. 755 shares of common stock to convert three outstanding notes to equity. 948 shares of common stock as a conversion of Series B Preferred stock. 50 shares of common stock in return for services. For the month of February 2022 the following transactions occurred: On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 10,068 7,443 10,500,000 101,205 103.75 For the month of July 2022 the following transactions occurred: On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 of securities, consisting of (i) 20,372 shares of common stock at $ 27.75 per share, (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 448,096 shares of common stock (the “Prefunded Warrant Shares”) at $ 27.50 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 936,937 shares of common stock at an initial exercise price of $ 21.50 per share and will expire five years from the date of issuance. For the month of August 2022 the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd. exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued. For the month of September 2022 the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued. For the month of October 2022 the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued. For the month of November 2022 the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued. At December 31, 2022 and December 31, 2021, there were 677,221 63,895 75,143 276,501 100,000 100,000 |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
WARRANTS AND OPTIONS | NOTE 11 – WARRANTS AND OPTIONS On February 10, 2022, the Company received an equity investment of $ 10,500,000 to purchase 101,205 shares of the Company’s common stock through a registered public offering at $ 103.75 per share. Along with the issuance of the shares of common stock, the Company issued immediately exercisable warrants (the “Uplist Warrants”) to purchase up to 101,205 shares of common stock with an exercise price of $ 129.6875 per warrant and will expire five years from the date of issuance. Commensurate with the February 10, 2022 offering the Company issued to its underwriters immediately exercisable warrants to purchase up to 15,181 shares of common stock with an exercise price of $ 129.6875 per warrant and will expire five years from the date of issuance. On July 8, 2022, the Company issued a dilutive issuance notice that in accordance with Section 3(b) of the Uplist Warrants, upon closing of the July 12, 2022 PIPE transaction, the exercise price of the Uplist Warrants shall be reduced from the current exercise price of $ 129.6875 to $ 50.25 . On February 11, 2022, we entered into a transaction with Calvary Fund, the provider of our 2021 bridge financing for the retirement of its debt instrument, principal and interest with a combined value of $ 1,566,659.00 through the issuance of securities, consisting of (i) prefunded warrants (the “Calvary Warrants”) that are exercisable into 15,099 shares of common stock (the “Calvary Warrant Shares”) at $ 103.75 per Calvary Warrant, and (iii) immediately exercisable Uplist Warrants to purchase up to 15,099 shares of common stock with an exercise price of $ 129.6875 per warrant and will expire five years from the date of issuance. On July 8, 2022, the Company issued a dilutive issuance notice that in accordance with Section 3(b) of the Uplist Warrants, upon closing of the July 12, 2022 PIPE transaction, the exercise price of the Uplist Warrants shall be reduced from the current exercise price of $ 129.6875 to $ 50.25 . On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 of securities, consisting of (i) 20,372 shares of common stock at $ 27.75 per share, (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 448,096 shares of common stock (the “Prefunded Warrant Shares”) at $ 27.50 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 936,937 shares of common stock with an exercise price of $ 21.50 per warrant and will expire five years from the date of issuance. As of December 31, 2022, no Prefunded Warrants remained issued and outstanding with respect to the July PIPE transaction. The Prefunded Warrants were purchased in their entirety by the holders of the warrants for $ 27.50 0.25 448,096 448,096 Calvary Fund exercised all of its Calvary Warrants by November 30, 2022 requiring the payment of an additional $ 0.25 15,099 50.25 Along with the Prefunded Warrants the PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 21.50 per share expiring five years from the date of issuance, or July 11, 2027. Each Prefunded Warrant and share of common stock issued in the PIPE transaction received two warrants that were exercisable at $ 21.50 per share with a five-year expiry. None of these warrants have been exercised by the holders. As of December 31, 2022, there were 1,096,455 1,096,455 The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the warrants have an immaterial fair value at December 31, 2022 and March 31, 2023. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT March 31, 2023 (unaudited) December 31, 2022 (audited) Stock Price $ 3.50 $ 4.75 Exercise Price $ 21.50 $ 21.50 Term (expected in years) 4.3 4.5 Volatility 32.12 % 38.14 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 4.64 % 4.69 % Stock Purchase Warrants The following table summarizes all warrant activity for the year ended December 31, 2022, and for the three months ended March 31, 2023. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2021 28,071 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 (audited) 1,096,455 30.50 4.50 - Granted - $ 0.00 0.00 - Exercised - $ 0.01 0.00 - Expired - - - - Outstanding and Exercisable at March 31, 2023 (unaudited) 1,096,455 $ 30.50 4.50 - | NOTE 11 – WARRANTS AND OPTIONS In April 2021, the Company issued five-year 1,000 200.00 three-year 948 200.00 375 200.00 five-year 7,667 200.00 three 536 200.00 On February 10, 2022, the Company received an equity investment of $ 10,500,000 101,205 103.75 101,205 129.6875 15,181 129.6875 On February 11, 2022, we entered into a transaction with Calvary Fund, the provider of our 2021 bridge financing for the retirement of its debt instrument, principal and interest with a combined value of $ 1,566,659.00 15,099 103.75 15,099 129.6875 On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 of securities, consisting of (i) 20,372 shares of common stock at $ 27.75 per share, (ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 448,096 shares of common stock (the “Prefunded Warrant Shares”) at $ 27.50 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 936,937 shares of common stock with an exercise price of $ 21.50 per warrant and will expire five years from the date of issuance. As of December 31, 2022, no Prefunded Warrants remained issued and outstanding with respect to the July PIPE transaction. The Prefunded Warrants were purchased in their entirety by the holders of the warrants for $ 27.50 per warrant. The Prefunded Warrants required the payment of an additional $ 0.25 per warrant and the written notice of exercise to the Company to convert the Prefunded Warrant into one share of common stock of the Company. During the period from July 12, 2022 through December 31, 2022, the Company received notice on 448,096 Prefunded Warrants converting into 448,096 shares of common stock. Calvary Fund exercised all of its Calvary Warrants by November 30, 2022 requiring the payment of an additional $ 0.25 15,099 129.6875 Along with the Prefunded Warrants the PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 shares of the Company’s common stock with an exercise price of $ 21.50 per share expiring five years from the date of issuance, or July 11, 2027. Each Prefunded Warrant and share of common stock issued in the PIPE transaction received two warrants that were exercisable at $ 21.50 per share with a five-year expiry. None of these warrants have been exercised by the holders. As of December 31, 2022, there were 1,096,455 28,071 The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the Warrants have an immaterial fair value at December 31, 2022. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2022 December 31, 2021 Stock Price $ 4.75 $ 142.00 Exercise Price $ 21.50 $ 200.00 Term (expected in years) 4.5 3.2 Volatility 38.14 % 203.44 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 4.69 % 1.52 % Stock Purchase Warrants The following table summarizes all warrant activity for the years ended December 31, 2022 and 2021. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Remaining Intrinsic Outstanding and Exercisable at 1,748 $ 520.00 3.48 - Granted 26,509 $ 200.00 2.95 - Exercised - - - - Expired (185 ) - - - Outstanding and Exercisable at December 31, 2021 28,072 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 1,096,455 $ 30.50 4.50 - |
LEASES AND LEASED PREMISES
LEASES AND LEASED PREMISES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases And Leased Premises | ||
LEASES AND LEASED PREMISES | NOTE 12 – LEASES AND LEASED PREMISES Rental Payments under Non-cancellable Operating Leases and Equipment Leases The Company through its purchase of Champion acquired several long term (more than month-to-month) leases for two manufacturing facilities, three office spaces, five distribution centers and five retail spaces. Four of its distribution centers also have retail operations for which it leases facilities. Lease terms on the various spaces expiry from a month-to-month lease (30 days) to a long-term lease expiring in March of 2027. Rent expense for operating leases totaled approximately $ 226,660 0 The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates. Rental equipment expense for finance leases totaled approximately $ 0 0 Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. On January 1, 2019, the Company adopted ASC 842 which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. ASC 842 requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach with a cumulative-effect adjustment recorded on January 1, 2019. The adoption of ASC 842 resulted in the recognition of ROU assets of $ 0 0 The Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient related to land easements which allows the Company not to retrospectively treat land easements as leases; however, the Company must apply lease accounting prospectively to land easements if they meet the definition of a lease. For contracts entered into on or after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019, are accounted for under ASC 840 and were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the earlier of the lease term or its useful life and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company’s operating leases are comprised primarily of facility leases and we have no finance leases for our vehicles or equipment. Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2022 2021 March 31, Balance Sheet location 2023 2022 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,733,829 $ - Right-of-use lease liability, current Other current liabilities 989,892 - Right-of-use lease liability, long-term Right-of-use operating lease liability 743,937 - Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2022 2021 Three Months Ended March 31, 2023 2022 Operating lease expense, net $ 226,660 $ - Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 226,660 $ - Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2023 2022 Right-of-use assets acquired in exchange for operating lease obligations $ 1,733,829 $ - Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 243,501 - Weighted Average Remaining Lease Term: Operating leases 3.0 0.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 5.00 % 5.00 % Finance leases n/a % n/a % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2023 (nine months remaining) $ - $ 862,857 2024 - 688,526 2025 - 163,794 2026 - 62,792 2027 - 3,733 Thereafter - - Total future minimum lease payments, undiscounted - 1,781,702 Less: Imputed interest (- ) (104,664 ) Present value of future minimum lease payments $ - $ 1,677,038 Total Current Liabilities Total Current Liabilities Rental expense totaled approximately $ 226,660 0 | NOTE 12 – LEASES AND LEASED PREMISES Rental Payments under Non-cancellable Operating Leases and Equipment Leases The Company through its purchase of Champion acquired several long term (more than month-to-month) leases for two manufacturing facilities, three office spaces, five distribution centers and five retail spaces. Four of its distribution centers also have retail operations for which it leases facilities. Lease terms on the various spaces expiry from a month-to-month lease (30 days) to a long-term lease expiring in March of 2027. Rent expense for operating leases totaled approximately $ 502,421 179,589 The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates. Rental equipment expense for finance leases totaled approximately none and none for the years ended December 31, 2022, and 2021, respectively. Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. On January 1, 2019, the Company adopted ASC 842 which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. ASC 842 requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach with a cumulative-effect adjustment recorded on January 1, 2019. The adoption of ASC 842 resulted in the recognition of ROU assets of $ none none The Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient related to land easements which allows the Company not to retrospectively treat land easements as leases; however, the Company must apply lease accounting prospectively to land easements if they meet the definition of a lease. For contracts entered into on or after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019, are accounted for under ASC 840 and were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the earlier of the lease term or its useful life and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company’s operating leases are comprised primarily of a facility lease and we have no finance leases for our vehicles or equipment. Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2022 2021 December 31, Balance Sheet location 2022 2021 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,977,329 $ - Right-of-use lease liability, current Other current liabilities 992,496 - Right-of-use lease liability, long-term Right-of-use operating lease liability 984,833 - Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Operating lease expense, net $ 502,421 $ - Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 502,421 $ - Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 Right-of-use assets acquired in exchange for operating lease obligations $ 1,977,329 $ - Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 1,038,647 - Weighted Average Remaining Lease Term: Operating leases 3.0 0.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 5.00 % 5.00 % Finance leases n/a % n/a % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2023 (nine months remaining) - 862,857 2023 $ - $ 1,106,358 2024 - 688,526 2025 - 163,794 2026 - 62,792 2027 - 3,733 Thereafter - - Total future minimum lease payments, undiscounted - 2,025,203 Less: Imputed interest (- ) (104,664 ) Present value of future minimum lease payments $ - $ 1,920,539 Total Current Liabilities Total Current Liabilities Rental expense totaled approximately $ 502,421 179,589 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Legal Proceedings During the three-month periods ended March 31, 2023 and 2022, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s condensed consolidated financial statements. Contractual Obligations The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of March 31, 2023 and December 31, 2022 there was approximately $ 0 0 Executive Employment Agreements and Independent Contractor Agreements The Company has written employment agreements with its Chief Executive Officer and various other executive officers. All payments made to its executive officers and other service providers are analyzed and determined by the board of directors compensation committee; some payments made to independent contractors (or officer payments as non-employee compensation) may be subject to backup withholding or the general withholding of payroll taxes which may make the Company responsible for the withholding of those taxes. Certain service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis. | NOTE 13 – COMMITMENTS AND CONTINGENCIES Legal Proceedings During the years ended December 31, 2022 and December 31, 2021, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements. Contractual Obligations The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of December 31, 2022 and December 31, 2021 there was approximately none and none, respectively, in outstanding letters of credit issued in the normal course of business. These letters of credit would reduce our available borrowings, if we had any. The Company subsequent to year end entered into a line of credit with a major financial institution (see Note – 14 - Subsequent Events). Executive Employment Agreements and Independent Contractor Agreements The Company has written employment agreements with its Chief Executive Officer and various other executive officers. All payments made to its executive officers and other service providers are analyzed and determined by the board of directors compensation committee; some payments made to independent contractors (or officer payments as non-employee compensation) may be subject to backup withholding or the general withholding of payroll taxes which may make the Company responsible for the withholding of those taxes. Certain service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of March 31, 2023, through the date the financial statements were issued and determined that there were the following subsequent events: On April 14, 2023, the Company entered into a $ 1,000,000 980,000 20,000 1,280,000 22.8 | NOTE 14 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of December 31, 2022 through the date the financial statements were issued and determined that there were the following subsequent events. On February 10, 2023, our wholly-owned subsidiary Champion Safe Company secured a line of credit with Bank of America which provides for up to $ 2,000,000 On April 14, 2023, the Company entered into a $1,000,000 Business Loan and Security Agreement (the “Secured Loan”) with an accredited investor lending source (the “Lender”). Under the Secured Loan, the Company received $980,000 on April 20, 2023, which was net of fees owed to the Lender. The Secured Loan requires 64 weekly payments of $20,000 each, for a total repayment of $1,280,000 to the Lender. The Secured Loan bears interest at 22.8%. The Secured Loan is secured by all of the assets of the Company and its subsidiaries second only to a previously secured line of credit and contains other customary terms and conditions for agreements of its type. Further, the Company’s Chief Executive Officer, provided a personal guaranty for the Secured Loan. |
PRO FORMA CONDENSED COMBINED FI
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) | NOTE 15 – PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) Introduction The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations based upon the combined historical financial statements of American Rebel Holdings, Inc. (the “Company”) and Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (collectively “Champion Entities”), after giving effect to the consummation of the transaction completed on July 29, 2022 (as disclosed on Current Report Form 8-K, dated August 4, 2022), by and among the Company and Champion Entities, and the related adjustments described in the accompanying notes. The transaction is accounted for under the acquisition method of accounting, which requires determination of the accounting acquirer. The Company is considered to be the acquirer of Champion Entities for accounting purposes and will allocate the purchase price to the fair value of Champion Entities’ assets and liabilities as of the acquisition date, with any excess purchase price recorded as goodwill. The unaudited pro forma condensed combined balance sheet data as of December 31, 2022, gives effect to the transaction as if it occurred on that date for which it is reported on, which incidentally the Company acquired Champion Entities on July 29, 2022. The unaudited pro forma condensed combined statement of operations for the years ended December 31, 2021 and 2022, gives effect to the transaction as if it had occurred on January 1, 2021, more than one full calendar year prior to the actual acquisition date of July 29, 2022. The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with business combination accounting guidance as provided in FASB ASC Topic 805 and reflect the preliminary allocation of the estimated merger consideration to the acquired assets and liabilities assumed based upon their estimated fair values, using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial information. The Company’s historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of the combined company. In connection with the pro forma condensed combined financial information, the Company allocated the estimated purchase price using its best estimates of fair value. The allocation is dependent upon certain valuation and other analyses that are not yet final. Accordingly, the pro forma acquisition price adjustments are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that the final valuations will not result in material changes to the preliminary estimated purchase price allocation. The unaudited pro forma condensed combined financial information also does not give effect to the dilution or costs of financing associated with the transaction, potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transaction or any integration costs. Furthermore, the unaudited pro forma condensed combined statements of operations do not include certain nonrecurring charges and the related tax effects that result directly from the transaction as described in the notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should be read in conjunction with both the Company’s and Champion Entities’ unaudited historical condensed consolidated financial statements as of December 31, 2022, (which includes the Champion Entities activities as of the acquisition date and financial activity through the end of the 2022 calendar year) and the audited historical consolidated financial statements as of and for the year ended December 31, 2021. AMERICAN REBEL HOLDINGS, INC. UNAUDITED COMBINED CONSOLIDATED BALANCE SHEETS SCHEDULE OF FINANCIAL STATEMENTS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 85,339 $ 271,415 $ - $ - $ 356,754 Accounts receivable 496,898 1,116,591 (2,529 ) - 1,619,960 Prepaid expense 178,559 28,493 - - 207,052 Inventory 943,854 6,477,842 - - 7,421,696 Inventory deposits and other 943,977 - (943,977 ) - - Total Current Assets 2,648,627 7,894,341 (946,506 ) - 9,596,462 Property and Equipment, net 13,196 443,329 - - 456,525 OTHER ASSETS: Goodwill and Purchase Consideration 10,247,420 243,899 (5,674,420 ) 327,000 4,900,000 (243,899 ) Right of use - Assets - - - - - Lease deposits 4,750 13,282 - - 18,032 10,252,170 257,181 (5,918,319 ) 327,000 4,705,703 TOTAL ASSETS $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,971,019 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expense 793,525 1,730,026 - - 2,523,551 Accrued interest 103,919 - - - 103,919 Loan – officer - related party - - - - - Loan – working capital 602,643 600,000 (600,000 ) - 602,643 Loans - nonrelated parties - - - - - Total Current Liabilities 1,500,087 2,330,026 (600,000 ) - 3,230,113 Right of use - Liabilities - - - - - TOTAL LIABILITIES 1,500,087 2,330,026 (600,000 ) - 3,230,113 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, Class A 100 - - - 100 Preferred stock, Class B 75 - - - 75 Preferred stock Common stock, 677 - - - 677 Additional paid in capital 45,465,077 6,264,825 (6,264,825 ) - 45,465,077 Accumulated deficit (34,052,022 ) - - 327,000 (33,725,022 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 11,413,906 6,264,825 (6,264,825 ) 327,000 11,740,906 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,863,359 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 986,826 $ 18,304,859 $ - $ (600,000 ) $ 18,691,685 Cost of goods sold 812,130 14,354,863 - (600,000 ) 14,566,993 Gross margin 174,696 3,949,996 - - 4,124,692 Expenses: Consulting – business development 2,012,803 1,838,947 - - 3,851,750 Product development costs 330,353 24,558 - - 354,911 Marketing and brand development costs 171,030 828,890 - - 999,920 Administrative and other 968,306 518,705 - - 1,487,011 Depreciation expense 3,643 24,919 - - 28,562 Operating expenses 3,486,135 3,236,019 - - 6,722,154 Operating income (loss) (3,311,439 ) 713,977 - - (2,597,462 ) Other Income (Expense) Interest expense (2,061,782 ) (77,752 ) - 1,800,000 (339,534 ) Interest Income - 305 305 Payroll Protection Loan Forgiven - 625,064 - 625,064 Gain (Loss) on extinguishment of debt (725,723 ) - - 725,723 - Net income (loss) before income tax provision (6,098,944 ) 1,261,594 - 2,525,723 (2,311,627 ) Provision for income tax - - - - - Net income (loss) $ (6,098,944 ) $ 1,261,594 $ - $ 2,525,723 $ (2,311,627 ) Basic and diluted income (loss) per share $ (48.00 ) $ - $ - $ - $ (18.25 ) Weighted average common shares outstanding - basic and diluted 126,760 - - - 126,760 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 1,018,363 $ 17,909,282 $ - $ (301,762 ) $ 18,625,883 Cost of goods sold 776,063 13,569,736 - (549,629 ) 13,796,170 Gross margin 242,300 4,339,546 - 247,867 4,829,713 Expenses: Consulting/payroll and other payroll 1,016,212 2,083,574 - - 3,099,786 Product development costs 746,871 44,408 - - 791,279 Marketing and brand development costs 487,624 30,442 - - 518,066 Administrative and other 3,002,418 1,685,052 - (79,133 ) 4,608,337 Depreciation expense 1,355 54,014 - - 55,369 Operating expenses 5,254,480 3,897,490 - (79,133 ) 9,072,837 Operating income (loss) (5,012,180 ) 442,056 - 327,000 (4,243,124 ) Other Income (Expense) Interest expense (699,149 ) (59,950 ) - - (759,099 ) Interest income 4,892 6,926 - - 11,818 Gain/loss on sale of assets - 1,995 - - 1,995 Gain (Loss) on extinguishment of debt (1,376,756 ) - - - (1,376,756 ) Net income (loss) before income tax provision (7,083,193 ) 391,027 - 327,000 (6,365,166 ) Provision for income tax - - - - - Net income (loss) $ (7,083,193 ) $ 391,027 $ - $ 327,000 $ (6,365,166 ) Basic and diluted income (loss) per share $ (23.71 ) $ - $ - $ - $ (21.31 ) Weighted average common shares outstanding - basic and diluted 298,760 - - - 298,760 Basis of Presentation The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The final determination of the purchase price allocation was based on the fair values of assets acquired and liabilities assumed as of the date the transaction closed, which was July 29, 2022. The Company’s and Champion Entities’ historical results reflect the audited condensed statements of operations for the twelve months ended December 31, 2022, and December 31, 2021, and the audited condensed balance sheet as of December 31, 2022. Description of Transaction On June 29, 2022, the Company entered into and executed a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities”) and Mr. Ray Crosby (“Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company acquired all of the issued and outstanding capital stock and membership interests of Champion Entities from the Seller. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration of approximately $ 9,150,000 350,000 397,000 1,442,000 291,000 Reclassification Adjustments The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those as set out in the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2022, and for the fiscal year ended December 31, 2021. With the information currently available, the Company determined that no significant adjustments are necessary to conform Champion Entities’ consolidated financial statements to the accounting policies used by the Company. The Company determined that the Right-to-Use assets and liabilities of the Champion Acquisition provided a net, net effect of zero to its financial presentation and condition, therefore leaving out of the unaudited pro forma condensed combined financial information as of December 31, 2022. The reclassification adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available, reasonable, and reflective of any adjustments necessary to report the Company’s financial condition and results of operations as if the acquisition were completed in the presentation. The combined company finalized the review of all accounting policies and reclassifications, which were not deemed to be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein. The reclassification adjustments for proforma presentation currently identified are as follows: Transaction Consideration Total transaction consideration was approximately $ 9,900,000 9,897,420 The following table summarizes the consideration transferred as a result of the combination. SCHEDULE OF ACQUISITIONS CONTINGENT CONSIDERATION Deposits paid with contract $ 350,000 Cash payment due at closing 9,150,000 Reimbursement for equipment purchased since June 30, 2021 400,000 Transaction Consideration $ 9,900,000 Total additional costs directly attributed to the purchase of the Champion Entities was and additional $ 340,000 200,000 150,000 Allocation of Consideration Under the acquisition method of accounting, the identifiable assets acquired, and liabilities assumed of Champion Entities are recognized and measured at fair value as of the closing date of the combination and added to those of the Company. The determination of fair value used in the transaction-related adjustments presented herein are based on management estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the effect of the acquisition. The Company used the assistance of outside professionals and valuation experts to determine if there should be any impairment charges or other to these estimated numbers as of December 31, 2022. Final allocation of consideration, upon completion of the acquisition, was based on Champion’s assets acquired and liabilities assumed as of the acquisition date, July 29, 2022. The following table sets forth an allocation of the approximate consideration plus additional costs to acquire the identifiable tangible and intangible assets acquired and liabilities assumed of Champion Entities based on Champion Entities’ unaudited consolidated balance sheet as of December 31, 2022, with the estimated excess recorded to goodwill: RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED Total assets (approximate) $ 7.070,000 Total liabilities (approximate) 1,730,000 Net acquired tangible assets 5,340,000 Goodwill and other intangible assets 4,900,000 Allocation of the Estimated Transaction Consideration $ 10,240,000 Pro Forma Adjustments Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION a. To record estimated working capital financing (of which there was none required) in addition to Transaction Consideration, as of December 31, 2022. American Rebel Champion Entities Total Additional working capital $ - $ - $ - Additional paid in capital - - - Pro forma net adjustment $ - $ $ - Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments b. To adjust Revenue and Cost of Goods Sold for estimated transactions between companies: Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue $ (300,000 ) $ (600,000 ) Cost of Goods Sold (550,000 ) (600,000 ) General and Administrative Costs 80,000 - Pro forma net adjustment $ (330,000 ) $ - c. To adjust interest expense and loss on extinguishment of debt based upon debt obligations eliminated by working capital financing (of which there is none required) in connection with the acquisition: Year Ended December 31, 2022 Year Ended December 31, 2021 Interest expense $ - $ (1,800,000 ) Loss on extinguishment of debt - (725,000 ) Pro forma net adjustment $ - $ (2,525,000 ) |
LINE OF CREDIT _ FINANCIAL INST
LINE OF CREDIT – FINANCIAL INSTITUTION | 3 Months Ended |
Mar. 31, 2023 | |
Line Of Credit Financial Institution | |
LINE OF CREDIT – FINANCIAL INSTITUTION | NOTE 6 – LINE OF CREDIT – FINANCIAL INSTITUTION During the month of February 2023, the Company entered into a $ 2 2.05 6.95 SCHEDULE OF LINE OF CREDIT March 31, 2023 December 31, 2022 (unaudited) (audited) Line of credit from a financial institution. $ 1,700,000 $ - Total recorded as a current liability $ 1,700,000 $ - Current and long-term portion. Total balance of $ 1,700,000 The Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6 2.05 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization | Organization The Company was incorporated on December 15, 2014 , under the laws of the State of Nevada, as CubeScape, Inc. | Organization The “Company” was incorporated on December 15, 2014 The acquisition of American Rebel, Inc. was accounted for as a reverse merger. The Company issued 8,711 250 4,500 The Company filed a registration statement on Form S-1 which was declared effective by the Securities and Exchange Commission on October 14, 2015. Twenty six (26) investors invested at a price of $ 20.00 60,000 |
Nature of operations | Nature of operations The Company develops and sells branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using a wholesale distribution network, personal appearances, musical venues, e-commerce and television avenues. The Company’s products are marketed under the American Rebel Brand and imprinted with such branding. Through its recent acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company also promotes and sells its products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through a multitude of online avenues, including its website and various e-commerce platforms such as Amazon.com. In addition to its American Rebel brand, the Company also sells products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands. To varying degrees, the consequences of the COVID-19 pandemic continue to affect our operating businesses. Significant government and private sector actions have been taken since 2020 to control the spread and mitigate the economic effects of the virus and its variants. The development of geopolitical conflicts, supply chain disruptions and government actions to slow inflation in recent years have produced varying effects on our operating business. The economic effects from these events over longer terms cannot be reasonably estimated at this time. Accordingly, significant estimates used in the preparation of our financial statements, including those associated with evaluations of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. | Nature of operations The Company develops and sells branded products in the self-defense, safe storage and patriotic product areas that are promoted and sold using a wholesale distribution network, personal appearance, music, Internet and television avenues. The Company’s products are marketed under the American Rebel Brand and imprinted with such branding. Through its recent acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as through a multitude of online avenues, including its website and various e-commerce platforms such as Amazon.com. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. | Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value. |
Inventory and Inventory Deposits | Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines the estimate for the reserve for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. | Inventory and Inventory Deposits Inventory consists of safes, backpacks, jackets and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines the estimate for the adjustment for slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales, and current economic conditions. The Company also makes deposit payments on inventory to be manufactured that are carried separately until the goods are received into inventory. |
Fixed assets and depreciation | Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years. | Fixed assets and depreciation Property and equipment are stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from five to seven years. |
Revenue recognition | Revenue recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price agreed, and the product is shipped or delivered to that customer. | Revenue recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price agreed, and the product shipped or delivered to that customer. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 252,725 80,970 | Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 507,503 171,030 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2023, and December 31, 2022, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2022 and December 31, 2021, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short-term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: The FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Stock-based compensation | Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. | Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Earnings per share | Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the three months ended March 31, 2023 and March 31, 2022, net loss per share was $ (0.34) (20.73) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of March 31, 2023 and December 31, 2022, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of March 31, 2023 and as of March 31, 2022, respectively. SCHEDULE OF TOTAL NUMBER OF COMMON SHARES March 31, 2023 March 31, 2022 Shares used in computation of basic earnings per share for the periods ended 677,200 126,760 Total dilutive effect of outstanding stock awards or common stock equivalents 1,062,760 30,200 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2023 and March 31, 2022, respectively 1,739,960 156,960 Net income (loss) $ (227,055 ) $ (2,628,237 ) Fully diluted income (loss) per share $ (0.13 ) $ (16.74 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. | Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the years ended December 31, 2022 and 2021, net loss per share was $ (23.91) (121.20) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of December 31, 2022 and December 31, 2021, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of December 31, 20 22 and as of December 31, 2021, respectively. SCHEDULE OF TOTAL NUMBER OF COMMON SHARES December 31, 2022 December 31, 2021 Shares used in computation of basic earnings per share for the year ended 298,760 50,320 Total dilutive effect of outstanding stock awards or common stock equivalents 674,560 27,280 Shares used in computation of fully diluted earnings per share for the year ended 973,320 77,600 Net income (loss) $ (7,143,153 ) $ (6,098,944 ) Fully diluted income (loss) per share $ (7.34 ) $ (78.59 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. |
Income taxes | Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March 31, 2023, and December 31, 2022, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the three-month periods ended March 31, 2023, and 2022, respectively, no | Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2022 and December 31, 2021, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2022 and 2021, respectively, no income tax expense has been recorded. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Warranties | Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying condensed consolidated balance sheets. We estimate that warranty liability is nominal or negligible based on the quality of products and our excellent customer relationships. Warranty liability was $ 93,458 as of December 31, 2022 and $ 106,707 | Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in accrued expenses in the accompanying consolidated balance sheets. We estimate that warranty liability is nominal or negligible based on the quality of products and our excellent customer relationships. Warranty liability is $ 93,458 |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of future results, particularly by growth-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition of Champion Entities for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of drug development, particularly by development-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition Of Champion Entities and Note 15 - Pro Forma Condensed Combined Financial Information (Unaudited) for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-Use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which also allowed the Company to carry forward historical lease classifications. The Company also elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-Use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. |
Recent pronouncements | Recent pronouncements The Company evaluated recent accounting pronouncements through March 31, 2023, and believes that none have a material effect on the Company’s financial statements. | Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2022, and believes that none have a material effect on the Company’s financial statements. |
Concentration risks | Concentration risks During 2022 prior to the closing of the Champion Entities, the Company purchased a substantial portion (over 20 20 0 0 | Concentration Risk In 2022 prior to the closing of the Champion Entities, the Company purchased a substantial portion (over 20 20 0 0 |
Interim Financial Statements and Basis of Presentation | Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2022, and notes thereto contained, filed on April 14, 2023. | |
Year-end | Year-end The Company’s year-end is December 31. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
SCHEDULE OF TOTAL NUMBER OF COMMON SHARES | SCHEDULE OF TOTAL NUMBER OF COMMON SHARES March 31, 2023 March 31, 2022 Shares used in computation of basic earnings per share for the periods ended 677,200 126,760 Total dilutive effect of outstanding stock awards or common stock equivalents 1,062,760 30,200 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2023 and March 31, 2022, respectively 1,739,960 156,960 Net income (loss) $ (227,055 ) $ (2,628,237 ) Fully diluted income (loss) per share $ (0.13 ) $ (16.74 ) | SCHEDULE OF TOTAL NUMBER OF COMMON SHARES December 31, 2022 December 31, 2021 Shares used in computation of basic earnings per share for the year ended 298,760 50,320 Total dilutive effect of outstanding stock awards or common stock equivalents 674,560 27,280 Shares used in computation of fully diluted earnings per share for the year ended 973,320 77,600 Net income (loss) $ (7,143,153 ) $ (6,098,944 ) Fully diluted income (loss) per share $ (7.34 ) $ (78.59 ) |
INVENTORY AND DEPOSITS (Tables)
INVENTORY AND DEPOSITS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
SCHEDULE OF INVENTORY AND DEPOSITS | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS March 31, 2023 (unaudited) December 31, 2022 (audited) Inventory – finished goods $ 8,150,255 $ 7,421,696 Inventory deposits 285,848 309,684 Total Inventory and deposits $ 8,436,003 $ 7,731,380 | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2022 December 31, 2021 Inventory - Finished goods $ 7,421,696 $ 685,854 Inventory - Deposits and other 309,684 - Total Inventory $ 7,731,380 $ 685,854 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 December 31, 2022 (unaudited) (audited) Plant, property and equipment $ 367,317 $ 367,317 Vehicles 448,542 448,542 Property and equipment gross 815,859 815,859 Less: Accumulated depreciation (388,425 ) (359,334 ) Net property and equipment $ 427,434 $ 456,525 | SCHEDULE OF PROPERTY AND EQUIPMENT Property and equipment include the following: December 31, 2022 December 31, 2021 Plant, property and equipment $ 367,317 $ 32,261 Vehicles 448,542 277,886 Property and equipment gross 815,859 310,147 Less: Accumulated depreciation (359,334 ) (309,247 ) Net property and equipment $ 456,525 $ 900 |
NOTES PAYABLE _ NONRELATED PA_2
NOTES PAYABLE – NONRELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES | Effective January 1, 2016, the Company acquired three vehicles from various related parties in exchange for the assumption of the liabilities related to those vehicles. The liabilities assumed are as follows at December 31, 2022 and December 31, 2021. SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES December 31, 2022 December 31, 2021 Loan secured by a tour bus, payable in monthly payments of $ 1,426 12% $ - $ 12,939 Total recorded as current liability $ - $ 12,939 |
GOODWILL AND ACQUISITION OF C_2
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Champion Safe Co Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED | SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill 4,200,000 Consideration $ 10,237,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 Total Purchase Price $ 10,237,420 | SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill 4,200,000 Consideration $ 10,237,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 Total Purchase Price $ 10,237,420 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2023 (unaudited) December 31, 2022 (audited) Deferred tax asset: Net operating loss carryforward $ 7,211,370 $ 7,163,690 Total deferred tax asset 7,211,370 7,163,690 Less: Valuation allowance (7,211,370 ) (7,163,690 ) Net deferred tax asset $ - $ - | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Deferred tax asset: Net operating loss carryforward $ 7,163,690 $ 5,663,628 Total deferred tax asset 7,163,690 5,663,628 Less: Valuation allowance (7,163,690 ) (5,663,628 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between the statutory rate and the effective tax rate for both periods and as of March 31, 2023 and December 31, 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate ( 21.0 )% State taxes, net of federal benefit ( 0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % | Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2022 and 2021: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate ( 21.0 )% State taxes, net of federal benefit ( 0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT March 31, 2023 (unaudited) December 31, 2022 (audited) Stock Price $ 3.50 $ 4.75 Exercise Price $ 21.50 $ 21.50 Term (expected in years) 4.3 4.5 Volatility 32.12 % 38.14 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 4.64 % 4.69 % | SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2022 December 31, 2021 Stock Price $ 4.75 $ 142.00 Exercise Price $ 21.50 $ 200.00 Term (expected in years) 4.5 3.2 Volatility 38.14 % 203.44 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 4.69 % 1.52 % |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes all warrant activity for the year ended December 31, 2022, and for the three months ended March 31, 2023. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2021 28,071 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 (audited) 1,096,455 30.50 4.50 - Granted - $ 0.00 0.00 - Exercised - $ 0.01 0.00 - Expired - - - - Outstanding and Exercisable at March 31, 2023 (unaudited) 1,096,455 $ 30.50 4.50 - | The following table summarizes all warrant activity for the years ended December 31, 2022 and 2021. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Remaining Intrinsic Outstanding and Exercisable at 1,748 $ 520.00 3.48 - Granted 26,509 $ 200.00 2.95 - Exercised - - - - Expired (185 ) - - - Outstanding and Exercisable at December 31, 2021 28,072 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 1,096,455 $ 30.50 4.50 - |
LEASES AND LEASED PREMISES (Tab
LEASES AND LEASED PREMISES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Leases And Leased Premises | ||
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES | Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2022 2021 March 31, Balance Sheet location 2023 2022 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,733,829 $ - Right-of-use lease liability, current Other current liabilities 989,892 - Right-of-use lease liability, long-term Right-of-use operating lease liability 743,937 - Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - | Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2022 2021 December 31, Balance Sheet location 2022 2021 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,977,329 $ - Right-of-use lease liability, current Other current liabilities 992,496 - Right-of-use lease liability, long-term Right-of-use operating lease liability 984,833 - Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - |
SCHEDULE OF LEASE EXPENSE | The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2022 2021 Three Months Ended March 31, 2023 2022 Operating lease expense, net $ 226,660 $ - Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 226,660 $ - | The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2022 2021 Years Ended December 31, 2022 2021 Operating lease expense, net $ 502,421 $ - Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 502,421 $ - |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2023 2022 Right-of-use assets acquired in exchange for operating lease obligations $ 1,733,829 $ - Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 243,501 - Weighted Average Remaining Lease Term: Operating leases 3.0 0.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 5.00 % 5.00 % Finance leases n/a % n/a % | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2022 2021 Right-of-use assets acquired in exchange for operating lease obligations $ 1,977,329 $ - Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 1,038,647 - Weighted Average Remaining Lease Term: Operating leases 3.0 0.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 5.00 % 5.00 % Finance leases n/a % n/a % |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE | SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2023 (nine months remaining) $ - $ 862,857 2024 - 688,526 2025 - 163,794 2026 - 62,792 2027 - 3,733 Thereafter - - Total future minimum lease payments, undiscounted - 1,781,702 Less: Imputed interest (- ) (104,664 ) Present value of future minimum lease payments $ - $ 1,677,038 Total Current Liabilities Total Current Liabilities | SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2023 (nine months remaining) - 862,857 2023 $ - $ 1,106,358 2024 - 688,526 2025 - 163,794 2026 - 62,792 2027 - 3,733 Thereafter - - Total future minimum lease payments, undiscounted - 2,025,203 Less: Imputed interest (- ) (104,664 ) Present value of future minimum lease payments $ - $ 1,920,539 Total Current Liabilities Total Current Liabilities |
PRO FORMA CONDENSED COMBINED _2
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF FINANCIAL STATEMENTS | SCHEDULE OF FINANCIAL STATEMENTS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 85,339 $ 271,415 $ - $ - $ 356,754 Accounts receivable 496,898 1,116,591 (2,529 ) - 1,619,960 Prepaid expense 178,559 28,493 - - 207,052 Inventory 943,854 6,477,842 - - 7,421,696 Inventory deposits and other 943,977 - (943,977 ) - - Total Current Assets 2,648,627 7,894,341 (946,506 ) - 9,596,462 Property and Equipment, net 13,196 443,329 - - 456,525 OTHER ASSETS: Goodwill and Purchase Consideration 10,247,420 243,899 (5,674,420 ) 327,000 4,900,000 (243,899 ) Right of use - Assets - - - - - Lease deposits 4,750 13,282 - - 18,032 10,252,170 257,181 (5,918,319 ) 327,000 4,705,703 TOTAL ASSETS $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,971,019 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expense 793,525 1,730,026 - - 2,523,551 Accrued interest 103,919 - - - 103,919 Loan – officer - related party - - - - - Loan – working capital 602,643 600,000 (600,000 ) - 602,643 Loans - nonrelated parties - - - - - Total Current Liabilities 1,500,087 2,330,026 (600,000 ) - 3,230,113 Right of use - Liabilities - - - - - TOTAL LIABILITIES 1,500,087 2,330,026 (600,000 ) - 3,230,113 STOCKHOLDERS’ EQUITY (DEFICIT): Preferred stock, Class A 100 - - - 100 Preferred stock, Class B 75 - - - 75 Preferred stock Common stock, 677 - - - 677 Additional paid in capital 45,465,077 6,264,825 (6,264,825 ) - 45,465,077 Accumulated deficit (34,052,022 ) - - 327,000 (33,725,022 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 11,413,906 6,264,825 (6,264,825 ) 327,000 11,740,906 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 12,913,993 $ 8,594,851 $ (6,864,825 ) $ 327,000 $ 14,863,359 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 31-Dec-21 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 986,826 $ 18,304,859 $ - $ (600,000 ) $ 18,691,685 Cost of goods sold 812,130 14,354,863 - (600,000 ) 14,566,993 Gross margin 174,696 3,949,996 - - 4,124,692 Expenses: Consulting – business development 2,012,803 1,838,947 - - 3,851,750 Product development costs 330,353 24,558 - - 354,911 Marketing and brand development costs 171,030 828,890 - - 999,920 Administrative and other 968,306 518,705 - - 1,487,011 Depreciation expense 3,643 24,919 - - 28,562 Operating expenses 3,486,135 3,236,019 - - 6,722,154 Operating income (loss) (3,311,439 ) 713,977 - - (2,597,462 ) Other Income (Expense) Interest expense (2,061,782 ) (77,752 ) - 1,800,000 (339,534 ) Interest Income - 305 305 Payroll Protection Loan Forgiven - 625,064 - 625,064 Gain (Loss) on extinguishment of debt (725,723 ) - - 725,723 - Net income (loss) before income tax provision (6,098,944 ) 1,261,594 - 2,525,723 (2,311,627 ) Provision for income tax - - - - - Net income (loss) $ (6,098,944 ) $ 1,261,594 $ - $ 2,525,723 $ (2,311,627 ) Basic and diluted income (loss) per share $ (48.00 ) $ - $ - $ - $ (18.25 ) Weighted average common shares outstanding - basic and diluted 126,760 - - - 126,760 AMERICAN REBEL HOLDINGS, INC. UNAUDITED CONDENSED COMBINED STATEMENTS OF OPERATIONS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) American Champion Purchase Financing Pro Historical Historical Adjustments Adjustments Combined 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 31-Dec-22 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue $ 1,018,363 $ 17,909,282 $ - $ (301,762 ) $ 18,625,883 Cost of goods sold 776,063 13,569,736 - (549,629 ) 13,796,170 Gross margin 242,300 4,339,546 - 247,867 4,829,713 Expenses: Consulting/payroll and other payroll 1,016,212 2,083,574 - - 3,099,786 Product development costs 746,871 44,408 - - 791,279 Marketing and brand development costs 487,624 30,442 - - 518,066 Administrative and other 3,002,418 1,685,052 - (79,133 ) 4,608,337 Depreciation expense 1,355 54,014 - - 55,369 Operating expenses 5,254,480 3,897,490 - (79,133 ) 9,072,837 Operating income (loss) (5,012,180 ) 442,056 - 327,000 (4,243,124 ) Other Income (Expense) Interest expense (699,149 ) (59,950 ) - - (759,099 ) Interest income 4,892 6,926 - - 11,818 Gain/loss on sale of assets - 1,995 - - 1,995 Gain (Loss) on extinguishment of debt (1,376,756 ) - - - (1,376,756 ) Net income (loss) before income tax provision (7,083,193 ) 391,027 - 327,000 (6,365,166 ) Provision for income tax - - - - - Net income (loss) $ (7,083,193 ) $ 391,027 $ - $ 327,000 $ (6,365,166 ) Basic and diluted income (loss) per share $ (23.71 ) $ - $ - $ - $ (21.31 ) Weighted average common shares outstanding - basic and diluted 298,760 - - - 298,760 |
Pro Forma [Member] | |
SCHEDULE OF ACQUISITIONS CONTINGENT CONSIDERATION | The following table summarizes the consideration transferred as a result of the combination. SCHEDULE OF ACQUISITIONS CONTINGENT CONSIDERATION Deposits paid with contract $ 350,000 Cash payment due at closing 9,150,000 Reimbursement for equipment purchased since June 30, 2021 400,000 Transaction Consideration $ 9,900,000 |
RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED | RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED Total assets (approximate) $ 7.070,000 Total liabilities (approximate) 1,730,000 Net acquired tangible assets 5,340,000 Goodwill and other intangible assets 4,900,000 Allocation of the Estimated Transaction Consideration $ 10,240,000 |
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION | SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION a. To record estimated working capital financing (of which there was none required) in addition to Transaction Consideration, as of December 31, 2022. American Rebel Champion Entities Total Additional working capital $ - $ - $ - Additional paid in capital - - - Pro forma net adjustment $ - $ $ - Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments b. To adjust Revenue and Cost of Goods Sold for estimated transactions between companies: Year Ended December 31, 2022 Year Ended December 31, 2021 Revenue $ (300,000 ) $ (600,000 ) Cost of Goods Sold (550,000 ) (600,000 ) General and Administrative Costs 80,000 - Pro forma net adjustment $ (330,000 ) $ - c. To adjust interest expense and loss on extinguishment of debt based upon debt obligations eliminated by working capital financing (of which there is none required) in connection with the acquisition: Year Ended December 31, 2022 Year Ended December 31, 2021 Interest expense $ - $ (1,800,000 ) Loss on extinguishment of debt - (725,000 ) Pro forma net adjustment $ - $ (2,525,000 ) |
LINE OF CREDIT _ FINANCIAL IN_2
LINE OF CREDIT – FINANCIAL INSTITUTION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Line Of Credit Financial Institution | |
SCHEDULE OF LINE OF CREDIT | SCHEDULE OF LINE OF CREDIT March 31, 2023 December 31, 2022 (unaudited) (audited) Line of credit from a financial institution. $ 1,700,000 $ - Total recorded as a current liability $ 1,700,000 $ - |
SCHEDULE OF TOTAL NUMBER OF COM
SCHEDULE OF TOTAL NUMBER OF COMMON SHARES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Shares used in computation of basic earnings per share for the periods ended | 677,200 | 126,760 | 298,760 | 50,320 |
Total dilutive effect of outstanding stock awards or common stock equivalents | 1,062,760 | 30,200 | 674,560 | 27,280 |
Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2023 and March 31, 2022, respectively | 1,739,960 | 156,960 | 973,320 | 77,600 |
Net income (loss) | $ (227,055) | $ (2,628,237) | $ (7,143,153) | $ (6,098,944) |
Fully diluted income (loss) per share | $ (0.13) | $ (16.74) | $ (7.34) | $ (78.59) |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2021 | |
Product Information [Line Items] | |||||
Entity incorporation, date of incorporation | Dec. 15, 2014 | Dec. 15, 2014 | |||
Warrant to purchase shares | 1 | ||||
Marketing expense | $ 507,503 | $ 171,030 | |||
Earnings per share basic | $ (0.34) | $ (20.73) | $ (23.91) | $ (121.20) | |
Warrant liabilities | $ 106,707 | $ 93,458 | |||
Marketing and advertising cost | $ 252,725 | $ 80,970 | $ 507,503 | $ 171,030 | |
Income tax examination description | less than a 50% likelihood | less than a 50% likelihood | |||
Income tax expense | |||||
Third Party Vendor [Member] | |||||
Product Information [Line Items] | |||||
Accounts payable and accrued expenses | $ 0 | $ 0 | $ 0 | ||
Supplier Concentration Risk [Member] | Inventory [Member] | Third Party Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 20% | 20% | |||
26 Investors [Member] | |||||
Product Information [Line Items] | |||||
Investors, price per share | $ 20 | ||||
Invested fair value | $ 60,000 | ||||
Common Stock [Member] | American Rebel Inc [Member] | |||||
Product Information [Line Items] | |||||
Stock issued during period shares other | 8,711 | ||||
Warrant to purchase shares | 250 | ||||
Number of shares cancelled during the period | 4,500 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net income loss | $ 227,055 | $ 2,628,237 | $ 7,143,153 | $ 6,098,944 |
Retained earnings accumulated deficit | 34,339,865 | 34,112,810 | 26,969,657 | |
Working capital deficit | $ 6,477,127 | $ 6,678,562 | $ (4,171,277) |
SCHEDULE OF INVENTORY AND DEPOS
SCHEDULE OF INVENTORY AND DEPOSITS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Inventory – finished goods | $ 8,150,255 | $ 7,421,696 | $ 685,854 |
Inventory deposits | 285,848 | 309,684 | |
Total Inventory and deposits | $ 8,436,003 | $ 7,731,380 | $ 685,854 |
INVENTORY AND DEPOSITS (Details
INVENTORY AND DEPOSITS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory | $ 8,436,003 | $ 7,731,380 | $ 685,854 |
Deposits | 600,000 | 600,000 | |
American Rebel Inc [Member] | |||
Inventory | 1,600,000 | ||
American Rebel Inc [Member] | Champion Acquisition [Member] | |||
Inventory | $ 5,400,000 | $ 5,400,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 815,859 | $ 815,859 | $ 310,147 |
Less: Accumulated depreciation | (388,425) | (359,334) | (309,247) |
Net property and equipment | 427,434 | 456,525 | 900 |
Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | 367,317 | 367,317 | 32,261 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment gross | $ 448,542 | $ 448,542 | $ 277,886 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 29,090 | $ 900 | $ 50,087 | $ 3,643 |
Property, Plant and Equipment, Useful Life | 60 months | |||
Champion Acquisition [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment, Additions | $ 400,000 |
RELATED PARTY NOTE PAYABLE AN_2
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Loan amount | $ 277,886 | |||
SoleOfficer and Director [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Proceeds from loans | $ 221,155 | |||
Charles A. Ross, Jr [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Compensation for Mr. Ross | $ 681,400 | |||
Stock issued during period value restricted stock award gross | 20,766 | $ 393,490 | ||
Charle A Ross Jr [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Compensation for Mr. Ross | 200,000 | |||
Mr Grau One [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Compensation for Mr. Ross | 413,381 | |||
Mr. Doug Grau [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Compensation for Mr. Ross | 200,000 | |||
Stock issued during period value restricted stock award gross | $ 11,182 | $ 393,490 | ||
Loan | $ 100,000 |
SCHEDULE OF NOTES PAYABLE TO NO
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Total recorded as current liability | $ 12,939 | |
Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as current liability | $ 12,939 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO NON-RELATED PARTIES (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Monthly payment | $ 1,426 | $ 1,426 |
Convertible Debenture [Member] | ||
Short-Term Debt [Line Items] | ||
Debt interest rate | 12% | 12% |
NOTES PAYABLE _ WORKING CAPIT_2
NOTES PAYABLE – WORKING CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 26, 2021 | Apr. 22, 2021 | |
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 151,688 | |||||
Common stock shares issued | 677,221 | 677,221 | 63,895 | |||
Warrants to purchase | 1 | |||||
Amortization of debt discount (premium) | $ 1,000,457 | $ 1,000,457 | $ 1,262,109 | |||
Loss on extinguishment of debt | 1,376,756 | 1,376,756 | 725,723 | |||
Outstanding balance on working capital notes | 601,466 | 602,643 | 3,879,428 | |||
Loss on extinguishment of debt | (1,376,756) | (1,376,756) | (725,723) | |||
Short-Term Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Share based compensation arrangement by share based payment awad, options, vestd in period, fair value | 1,437,432 | |||||
Amortization of debt discount (premium) | 1,261,695 | |||||
Notes payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | 60,000 | $ 2,244,100 | ||||
Debt instrument payment terms | mature in 30-180 days | |||||
Common stock shares issued | 546,292 | |||||
Warrants to purchase | 662,713 | |||||
Debt conversion, face value | 1,950,224 | $ 1,713,904 | ||||
Stock Issued During Period, Shares, Other | 96,336 | |||||
Common stock issued to reduce debt | 2,803,632 | $ 2,691,940 | ||||
Repayment of notes payable | $ 2,541,634 | |||||
Short-Term Debt [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | 60,000 | |||||
Short Term Debt One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt conversion, face value | 1,950,224 | |||||
Loss on extinguishment of debt | (1,376,756) | |||||
Repayment of debt | $ 2,541,634 | |||||
Loss on extinguishment of debt | 1,376,756 | |||||
Short Term Debt One [Member] | Common Stock [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt conversion, face value | 2,803,632 | |||||
Notes Payable | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument default amonut | $ 600,000 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED (Details) - USD ($) | Jul. 29, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | ||
Champion Safe Co Inc [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Cash | |||||
Accounts receivable | 1,337,130 | ||||
Inventory | 5,229,426 | ||||
Fixed assets | 473,326 | ||||
Deposits and other assets | 53,977 | ||||
Customer list and other intangibles** | 637,515 | ||||
Account payable | (1,609,657) | ||||
Accrued expenses | (84,297) | ||||
Goodwill | 4,200,000 | ||||
Consideration | 10,237,420 | ||||
Payments in cash to seller | 8,455,177 | ||||
Debt paid on behalf of seller | 1,442,243 | ||||
Payments to service providers | 340,000 | ||||
Total purchase price | $ 10,237,420 |
GOODWILL AND ACQUISITION OF C_3
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES (Details Narrative) - USD ($) | Jul. 29, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Goodwill | $ 4,200,000 | $ 4,200,000 | $ 4,200,000 | ||
Intangible assets | $ 4,200,000 | $ 4,200,000 | |||
Champion Safe Co Inc [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Goodwill | $ 4,200,000 | ||||
Business combination, consideration transferred | 10,237,420 | ||||
Payments to acquire businesses | 150,000 | ||||
Champion Safe Co Inc [Member] | Investor One [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Acquisition of cost | 350,000 | ||||
Champion Safe Co Inc [Member] | Investor Two [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Acquisition of cost | 200,000 | ||||
Champion Purchase Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Business combination, consideration transferred | 9,150,000 | ||||
Cash deposits | 350,000 | ||||
Payments for Previous Acquisition | $ 400,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 7,211,370 | $ 7,163,690 | $ 5,663,628 |
Total deferred tax asset | 7,211,370 | 7,163,690 | 5,663,628 |
Less: Valuation allowance | (7,211,370) | (7,163,690) | (5,663,628) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 0% | 0% | 0% |
Change in valuation allowance | 21% | 21% | 21% |
Effective tax rate | 0% | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Aug. 16, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Net operating loss carryforward | $ 34,339,865 | $ 34,112,810 | $ 26,969,657 | |
Valuation allowance for deferred tax assets | $ 7,211,370 | $ 7,163,690 | $ 5,663,628 | |
Valuation allowance description | As a result, management determined it was more likely than not deferred tax assets will not be realized as of March 31, 2023, and December 31, 2022, and recognized 100% valuation allowance for each period | As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2022 and December 31, 2021 and recognized 100% valuation allowance for each period. | ||
Corporate alternative minimum income tax rate | 15% | |||
Percentage ogexcise tax on corporate stock repurchases | 1% |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||
Aug. 22, 2022 | Jul. 12, 2022 | Jul. 12, 2022 | Jul. 12, 2022 | Feb. 10, 2022 | Feb. 10, 2022 | Feb. 05, 2022 | Feb. 03, 2022 | Dec. 02, 2021 | Oct. 29, 2021 | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 21, 2021 | Sep. 08, 2021 | Sep. 03, 2021 | Aug. 18, 2021 | Aug. 12, 2021 | Aug. 04, 2021 | Aug. 03, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Jul. 22, 2021 | Jul. 21, 2021 | Apr. 22, 2021 | Apr. 20, 2021 | Apr. 09, 2021 | Jan. 05, 2021 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2022 | Feb. 11, 2022 | Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jul. 26, 2021 | Jul. 25, 2021 | Jun. 30, 2021 | Jun. 29, 2021 | Jun. 28, 2021 | Jun. 21, 2021 | Jun. 18, 2021 | Jun. 15, 2021 | Jun. 14, 2021 | Jun. 11, 2021 | Apr. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,372 | 50 | 155 | 155 | 650 | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 120 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 9,038,456 | $ 9,038,456 | $ 225,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 448,096 | 448,096 | 448,096 | 7,667 | 448,096 | 15,099 | 536 | 375 | 948 | 1,000 | ||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 6 months | 4 years 6 months | 2 years 11 months 12 days | 3 years 5 months 23 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 75 | 4,375 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 151,688 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,000 | 15,099 | 15,099 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 100,688 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 7,500 | 7,143 | 5,000 | 28,572 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 175,000 | 175,000 | 376,501 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 3 years | 3 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 27.50 | $ 27.50 | $ 27.50 | $ 200 | $ 0.25 | $ 0.25 | $ 129.6875 | $ 200 | $ 200 | $ 200 | $ 200 | |||||||||||||||||||||||||||||||||||||||||
[custom:PreferredUnitsPerShares-0] | $ 7 | $ 7 | $ 7 | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 375 | 250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssuedToPurchaseOfCommonStock-0] | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 12,887,976.31 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 677,221 | 677,221 | 63,895 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 677,221 | 677,221 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Private Investment In Public Equity [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,181 | 15,181 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 103.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 101,205 | 101,205 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 129.6875 | $ 129.6875 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | Prefunded Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 448,096 | 448,096 | 448,096 | |||||||||||||||||||||||||||||||||||||||||||||||||
2021 Long-Term Incentive Plan [Member] | Consultant Service [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 250 | 250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Long-Term Incentive Plan [Member] | Financial Service [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Long-Term Incentive Plan [Member] | Rocco La Vista [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 377 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Long-Term Incentive Plan [Member] | Charles A. Ross, Jr [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 377 | |||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Long-Term Incentive Plan [Member] | Doug Grau [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 377 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 755 | 63 | 50 | 17 | 610 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,765 | 150 | 250 | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,380 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 948 | 2,133 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 7,500 | 7,143 | 5,000 | 28,572 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 400 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities | 201,358 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Cconversion of stock | 201,358 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 16,000 | 57,143 | 42,658 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:PreferredUnitsPerShares-0] | $ 7 | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 800 | 2,857 | 2,133 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssuedToPurchaseOfCommonStock-0] | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 16,000 | 57,143 | 42,658 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 8,000 | 50,000 | 75,143 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:PreferredUnitsPerShares-0] | $ 7 | $ 7 | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 400 | 2,500 | 3,757 | |||||||||||||||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssuedToPurchaseOfCommonStock-0] | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt One [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 8,000 | 50,000 | 75,143 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 590 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ronald A Smith [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Bridge Loan | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer And President [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 536 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250 | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | $ 200 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payments for Repurchase of Common Stock | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 936,937 | 936,937 | 936,937 | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Consideration Received Per Transaction | $ 12,887,976.31 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 20,372 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of October 2022 the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued | For the month of September 2022 the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Calvary Fund [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of November 2022 the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued | For the month of November 2022 the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 50.25 | $ 50.25 | $ 50.25 | |||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 50.25 | 50.25 | 50.25 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 129.6875 | 129.6875 | 129.6875 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 129.6875 | $ 129.6875 | $ 129.6875 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 120 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 417 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Febrauary Twenty Twenty Two Service Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of August 2022 the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd. exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 155 | 106,345 | 106,345 | 1,786 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 103.75 | $ 103.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | $ 101,205 | $ 106 | $ 106 | $ 2 | ||||||||||||||||||||||||||||||||||||||||||||||||
[custom:ShareCapitalDescription] | The Company entered into a one-year promissory note dated March 4, 2021 in the amount of $50,000. The Company will pay monthly interest payments at 12% per annum to the holder of the note. As a component of the note we issued 300 shares of common stock to the note holder. On March 5, 2021 the Company received an equity investment of $100,000, to purchase 833 shares of the Company’s common stock by subscription agreement at $120.00 per share. On March 10, 2021, the Company issued 140 shares of common stock to pay interest on an outstanding note. On March 10, 2021, the Company issued 155 shares of common stock to pay interest on an outstanding note. On March 10, 2021, the Company issued 160 shares of common stock of the Company valued at $120.00 per share as payment for services rendered. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 936,937 | 936,937 | 936,937 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 10,500,000 | 7,443 | 7,443 | |||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 21.50 | $ 21.50 | $ 21.50 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 3,853 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities | 10,068 | 10,068 | 10,068 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 677,221 | 677,221 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 677,221 | 63,895 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cconversion of stock | 10,068 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 27.75 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subscription Arrangement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity method investment received | $ 10,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Shares purchased | 101,205 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock price per share | $ 103.75 | $ 103.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Series B Preferred Stocks [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock units, per units | $ 7 | $ 7 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 5,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Units, Issued | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:PreferredUnitsPerShares-0] | $ 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 1,096,455 | 750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
[custom:WarrantsIssuedToPurchaseOfCommonStock-0] | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 200 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 536 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Three Year Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 357 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Prefunded Warrants [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued price per share | $ 27.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 21.50 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period value new issues | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 75,143 | 75,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 75,143 | 276,501 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 100,000 | 100,000 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Apr. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Term (expected in years) | 3 years | 5 years | 3 years | 5 years | |||
Measurement Input, Share Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Risk Free Rate | 3.50 | 4.75 | 142 | ||||
Measurement Input, Exercise Price [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Risk Free Rate | 21.50 | 21.50 | 200 | ||||
Measurement Input, Expected Term [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Term (expected in years) | 4 years 3 months 18 days | 4 years 6 months | 3 years 2 months 12 days | ||||
Measurement Input, Price Volatility [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Risk Free Rate | 32.12 | 38.14 | 203.44 | ||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Risk Free Rate | 0 | 0 | 0 | ||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Risk Free Rate | 4.64 | 4.69 | 1.52 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||||
Shares outstanding and exercisable - beginning | 1,096,455 | 1,096,455 | 28,072 | 1,748 | |
Weighted average exercise price per share - outstanding and exercisable beginning | $ 30.50 | $ 30.50 | $ 220 | $ 220 | $ 520 |
Remaining term, outstanding and exercisable ending | 4 years 6 months | 4 years 6 months | 2 years 11 months 12 days | 3 years 5 months 23 days | |
Intrinsic value, beginning | |||||
Shares, granted | 116,386 | 26,509 | |||
Weighted average exercise price per share - Granted | $ 0 | $ 129.6875 | $ 200 | ||
Remaining term, granted | 0 years | 5 years | 2 years 11 months 12 days | ||
Intrinsic value, granted | |||||
Intrinsic value, exercised | |||||
Shares, expired | (185) | ||||
Weighted average exercise price per share, expired | |||||
Intrinsic value, expired | |||||
Weighted average exercise price per share, granted | $ 129.6875 | ||||
Shares, granted in debt conversion | 15,099 | ||||
Weighted average exercise price per share, granted in debt conversion | $ 129.6875 | ||||
Remaining term, granted in debt conversion | 5 years | ||||
Shares, granted prefunded warrants | 463,195 | ||||
Weighted average exercise price per share, granted prefunded warrants | $ 0.25 | ||||
Remaining term, granted prefunded warrants | 5 years | ||||
Shares, granted in pipe transaction | 936,937 | ||||
Weighted average exercise price per share, granted in pipe transaction | $ 21.50 | ||||
Remaining term, granted in pipe transaction | 5 years | ||||
Shares, exercised | $ (463,195) | ||||
Weighted average exercise price per share, exercised | $ 0.01 | $ 0.25 | |||
Shares, expired | (38) | ||||
Shares outstanding and exercisable - ending | 1,096,455 | 28,072 | |||
Weighted average exercise price per share - outstanding and exercisable ending | $ 30.50 | $ 30.50 | $ 220 | $ 220 | |
Intrinsic value, ending | |||||
Shares outstanding and exercisable - beginning | 1,096,455 | 1,096,455 | 28,071 | ||
Shares, granted | 116,386 | ||||
Shares, exercised | (463,195) | ||||
Shares, exercised | 463,195 | ||||
Remaining term, exercised | 0 years | ||||
Shares outstanding and exercisable - ending | 1,096,455 | 1,096,455 | 28,071 |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Jul. 12, 2022 | Feb. 11, 2022 | Feb. 10, 2022 | Feb. 10, 2022 | Feb. 05, 2022 | Feb. 03, 2022 | Dec. 02, 2021 | Sep. 08, 2021 | Aug. 12, 2021 | Jul. 22, 2021 | Apr. 22, 2021 | Jan. 05, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jul. 26, 2021 | Jun. 30, 2021 | Jun. 28, 2021 | Apr. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 5 years | 3 years | 5 years | ||||||||||||||||||||
Exercisable of warrants | 448,096 | 15,099 | 448,096 | 536 | 7,667 | 375 | 948 | 1,000 | ||||||||||||||||
Warrant exercise price | $ 27.50 | $ 129.6875 | $ 0.25 | $ 0.25 | $ 200 | $ 200 | $ 200 | $ 200 | $ 200 | |||||||||||||||
Equity method investment received | $ 1,566,659 | |||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 12,887,976.31 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,372 | 50 | 155 | 155 | 650 | |||||||||||||||||||
Share Price | $ 27.75 | |||||||||||||||||||||||
Conversion of warrants | 1,000 | 15,099 | 15,099 | |||||||||||||||||||||
Warrants issued and outstanding | 375 | 250 | ||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | 129.6875 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | 50.25 | |||||||||||||||||||||||
Prefunded Warrants To Calvary [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercisable of warrants | 936,937 | 936,937 | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ 21.50 | $ 21.50 | ||||||||||||||||||||||
Additional Prefunded Warrants [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | $ 50.25 | $ 129.6875 | ||||||||||||||||||||||
Private Investment In Public Equity [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercisable of warrants | 15,181 | 15,181 | ||||||||||||||||||||||
Warrant exercise price | $ 103.75 | |||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercisable of warrants | 101,205 | 101,205 | ||||||||||||||||||||||
Warrant exercise price | $ 129.6875 | $ 129.6875 | ||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | Maximum [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | 129.6875 | |||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | Minimum [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | $ 50.25 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Exercisable of warrants | 936,937 | |||||||||||||||||||||||
Warrant exercise price | $ 21.50 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 155 | 106,345 | 106,345 | 1,786 | ||||||||||||||||||||
Conversion of warrants | 10,500,000 | 7,443 | 7,443 | |||||||||||||||||||||
Common Stock [Member] | Subscription Arrangement [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Proceeds from Equity Method Investment, Distribution | $ 10,500,000 | |||||||||||||||||||||||
Stock Repurchased During Period, Shares | 101,205 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 103.75 | $ 103.75 | ||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrant exercise price | $ 27.75 | $ 27.50 | ||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||||||
Warrants issued and outstanding | 1,096,455 | 750 | ||||||||||||||||||||||
Warrants issued and outstanding | 1,096,455 | 28,071 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Right-of-use lease liability, long-term | $ 1,733,829 | $ 1,977,329 | ||
Right of Use Operating Lease Assets [Member] | ||||
Right-of-use lease liability, long-term | 1,733,829 | 1,977,329 | ||
Other Current Liabilities [Member] | ||||
Right-of-use lease liability, long-term | 989,892 | 992,496 | ||
Right of Use Operating Lease Liability [Member] | ||||
Right-of-use lease liability, long-term | 743,937 | 984,833 | ||
Property, Plant and Equipment [Member] | ||||
Right-of-use lease liability, long-term | ||||
Current Portion of Long Term Debt [Member] | ||||
Right-of-use lease liability, long-term | ||||
Long-Term Debt [Member] | ||||
Right-of-use lease liability, long-term |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases And Leased Premises | ||||
Operating lease expense, net | $ 226,660 | $ 502,421 | ||
Amortization of assets | ||||
Interest on lease liabilities | ||||
Total finance lease expense |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases And Leased Premises | ||||
Right-of-use assets acquired in exchange for operating lease obligations | $ 1,733,829 | $ 1,977,329 | ||
Operating cash flows from finance leases | ||||
Operating cash flows from operating leases | $ 243,501 | $ 1,038,647 | ||
Operating leases, remaining lease term | 3 years | 0 years | ||
Finance leases, remaining lease term | 0 years | 0 years | ||
Operating leases, weighted average discount rate | 5% | 5% |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases And Leased Premises | ||
Finance leases, 2023 (nine months remaining) | ||
Operating lease, 2023 (nine months remaining) | 862,857 | 862,857 |
Finance leases, 2024 | ||
Operating lease, 2024 | 688,526 | 1,106,358 |
Finance leases, 2025 | ||
Operating lease, 2025 | 163,794 | 688,526 |
Finance leases, 2026 | ||
Operating lease, 2026 | 62,792 | 163,794 |
Finance leases, 2027 | ||
Operating lease, 2027 | 3,733 | 62,792 |
Finance leases, 2027 | ||
Operating lease, 2027 | 3,733 | |
Finance leases, thereafter | ||
Operating lease, thereafter | ||
Finance leases, total lease payments | ||
Operating lease, total lease payments | 1,781,702 | 2,025,203 |
Operating lease, less imputed interest | (104,664) | (104,664) |
Total finance lease liabilities | ||
Total operating lease liabilities | $ 1,677,038 | $ 1,920,539 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total Current Liabilities | Total Current Liabilities |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total Current Liabilities | Total Current Liabilities |
Finance leases, thereafter | ||
Operating lease, thereafter |
LEASES AND LEASED PREMISES (Det
LEASES AND LEASED PREMISES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Rent expenses | $ 226,660 | $ 0 | $ 502,421 | $ 179,589 |
Operating lease right of use asset | 1,733,829 | 1,977,329 | ||
Operating lease liabilities | 1,677,038 | 1,920,539 | ||
Rent expense for operating leases | 226,660 | 0 | ||
Rental equipment expense for finance leases | 0 | $ 0 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Operating lease right of use asset | 0 | 0 | ||
Operating lease liabilities | $ 0 | $ 0 |
SCHEDULE OF FINANCIAL STATEMENT
SCHEDULE OF FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 465,978 | $ 356,754 | $ 17,607 | ||
Accounts receivable | 2,342,350 | 1,613,489 | 100,746 | ||
Prepaid expense | 169,896 | 207,052 | 163,492 | ||
Inventory | 8,150,255 | 7,421,696 | 685,854 | ||
Inventory deposits and other | 285,848 | 309,684 | |||
Total Current Assets | 11,414,327 | 9,908,675 | 967,699 | ||
Property and Equipment, net | 427,434 | 456,525 | 900 | ||
OTHER ASSETS: | |||||
Right-of-use lease assets | 1,733,829 | 1,977,329 | |||
Lease deposits | 21,503 | 18,032 | |||
TOTAL ASSETS | 17,797,093 | 16,560,561 | 968,599 | ||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | 2,430,835 | 2,523,551 | 1,032,264 | ||
Loan – officer - related party | 101,000 | 10,373 | |||
Loan – working capital | 601,446 | 602,643 | 3,879,428 | ||
Loans - nonrelated parties | 12,939 | ||||
Total Current Liabilities | 5,927,092 | 4,222,609 | 5,138,976 | ||
Right of use - Liabilities | 743,937 | 984,833 | |||
TOTAL LIABILITIES | 6,671,029 | 5,207,442 | 5,138,976 | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock | |||||
Common stock, | 677 | 677 | 64 | ||
Additional paid in capital | 45,465,077 | 45,465,077 | 22,798,839 | ||
Accumulated deficit | (34,339,865) | (34,112,810) | (26,969,657) | ||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 11,126,064 | $ 4,775,936 | 11,353,119 | (4,170,377) | $ (5,012,437) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 17,797,093 | 16,560,561 | 968,599 | ||
Cost of goods sold | 2,791,326 | 96,719 | 6,509,382 | 812,130 | |
Gross margin | 1,610,773 | 57,361 | 1,940,418 | 174,696 | |
Expenses: | |||||
Product development costs | 16,495 | 33,273 | 746,871 | 330,353 | |
Administrative and other | 361,149 | 438,305 | 3,190,092 | 968,306 | |
Depreciation expense | 29,090 | 900 | 50,087 | 3,643 | |
Operating expenses | 1,830,718 | 1,016,437 | 7,003,704 | 3,486,135 | |
Operating income (loss) | (219,945) | (959,076) | (5,063,286) | (3,311,439) | |
Other Income (Expense) | |||||
Interest expense | (7,110) | (292,405) | (358,689) | (2,061,782) | |
Interest income | 5,578 | ||||
Gain (Loss) on extinguishment of debt | (1,376,756) | (1,376,756) | (725,723) | ||
Net income (loss) before income tax provision | (227,055) | (2,628,237) | (7,143,153) | (6,098,944) | |
Provision for income tax | |||||
Net income (loss) | $ (227,055) | $ (2,628,237) | $ (7,143,153) | $ (6,098,944) | |
Basic and diluted income (loss) per share | $ (0.34) | $ (20.73) | $ (23.91) | $ (121.20) | |
Weighted average common shares outstanding - basic and diluted | 677,200 | 126,760 | 298,760 | 50,320 | |
Parent Company [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 85,339 | ||||
Accounts receivable | 496,898 | ||||
Prepaid expense | 178,559 | ||||
Inventory | 943,854 | ||||
Inventory deposits and other | 943,977 | ||||
Total Current Assets | 2,648,627 | ||||
Property and Equipment, net | 13,196 | ||||
OTHER ASSETS: | |||||
Goodwill and Purchase Consideration | 10,247,420 | ||||
Right-of-use lease assets | |||||
Lease deposits | 4,750 | ||||
TOTAL ASSETS | 12,913,993 | ||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | 793,525 | ||||
Accrued interest | 103,919 | ||||
Loan – officer - related party | |||||
Loan – working capital | 602,643 | ||||
Loans - nonrelated parties | |||||
Total Current Liabilities | 1,500,087 | ||||
Right of use - Liabilities | |||||
TOTAL LIABILITIES | 1,500,087 | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock, Class A | 100 | ||||
Preferred stock, Class B | 75 | ||||
Common stock, | 677 | ||||
Additional paid in capital | 45,465,077 | ||||
Accumulated deficit | (34,052,022) | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 11,413,906 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 12,913,993 | ||||
Revenue | 1,018,363 | $ 986,826 | |||
Cost of goods sold | 776,063 | 812,130 | |||
Gross margin | 242,300 | 174,696 | |||
Expenses: | |||||
Consulting/payroll and other payroll | 1,016,212 | 2,012,803 | |||
Product development costs | 746,871 | 330,353 | |||
Marketing and brand development costs | 487,624 | 171,030 | |||
Administrative and other | 3,002,418 | 968,306 | |||
Depreciation expense | 1,355 | 3,643 | |||
Operating expenses | 5,254,480 | 3,486,135 | |||
Operating income (loss) | (5,012,180) | (3,311,439) | |||
Other Income (Expense) | |||||
Interest expense | (699,149) | (2,061,782) | |||
Interest income | 4,892 | ||||
Payroll Protection Loan Forgiven | |||||
Gain (Loss) on extinguishment of debt | (1,376,756) | (725,723) | |||
Net income (loss) before income tax provision | (7,083,193) | (6,098,944) | |||
Provision for income tax | |||||
Net income (loss) | $ (7,083,193) | $ (6,098,944) | |||
Basic and diluted income (loss) per share | $ (23.71) | $ (48) | |||
Weighted average common shares outstanding - basic and diluted | 298,760 | 126,760 | |||
Gain/loss on sale of assets | |||||
Champion Acquisition [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 271,415 | ||||
Accounts receivable | 1,116,591 | ||||
Prepaid expense | 28,493 | ||||
Inventory | 6,477,842 | ||||
Inventory deposits and other | |||||
Total Current Assets | 7,894,341 | ||||
Property and Equipment, net | 443,329 | ||||
OTHER ASSETS: | |||||
Goodwill and Purchase Consideration | 243,899 | ||||
Right-of-use lease assets | |||||
Lease deposits | 13,282 | ||||
TOTAL ASSETS | 8,594,851 | ||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | 1,730,026 | ||||
Accrued interest | |||||
Loan – officer - related party | |||||
Loan – working capital | 600,000 | ||||
Loans - nonrelated parties | |||||
Total Current Liabilities | 2,330,026 | ||||
Right of use - Liabilities | |||||
TOTAL LIABILITIES | 2,330,026 | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock, Class A | |||||
Preferred stock, Class B | |||||
Common stock, | |||||
Additional paid in capital | 6,264,825 | ||||
Accumulated deficit | |||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 6,264,825 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 8,594,851 | ||||
Revenue | 17,909,282 | $ 18,304,859 | |||
Cost of goods sold | 13,569,736 | 14,354,863 | |||
Gross margin | 4,339,546 | 3,949,996 | |||
Expenses: | |||||
Consulting/payroll and other payroll | 2,083,574 | 1,838,947 | |||
Product development costs | 44,408 | 24,558 | |||
Marketing and brand development costs | 30,442 | 828,890 | |||
Administrative and other | 1,685,052 | 518,705 | |||
Depreciation expense | 54,014 | 24,919 | |||
Operating expenses | 3,897,490 | 3,236,019 | |||
Operating income (loss) | 442,056 | 713,977 | |||
Other Income (Expense) | |||||
Interest expense | (59,950) | (77,752) | |||
Interest income | 6,926 | 305 | |||
Payroll Protection Loan Forgiven | 625,064 | ||||
Gain (Loss) on extinguishment of debt | |||||
Net income (loss) before income tax provision | 391,027 | 1,261,594 | |||
Provision for income tax | |||||
Net income (loss) | $ 391,027 | $ 1,261,594 | |||
Basic and diluted income (loss) per share | |||||
Weighted average common shares outstanding - basic and diluted | |||||
Gain/loss on sale of assets | $ 1,995 | ||||
Purchase Transaction Accounting Adjustment [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | |||||
Accounts receivable | (2,529) | ||||
Prepaid expense | |||||
Inventory | |||||
Inventory deposits and other | (943,977) | ||||
Total Current Assets | (946,506) | ||||
Property and Equipment, net | |||||
OTHER ASSETS: | |||||
Goodwill and Purchase Consideration | (5,674,420) | ||||
Right-of-use lease assets | |||||
Lease deposits | |||||
TOTAL ASSETS | (6,864,825) | ||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | |||||
Accrued interest | |||||
Loan – officer - related party | |||||
Loan – working capital | (600,000) | ||||
Loans - nonrelated parties | |||||
Total Current Liabilities | (600,000) | ||||
Right of use - Liabilities | |||||
TOTAL LIABILITIES | (600,000) | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock, Class A | |||||
Preferred stock, Class B | |||||
Common stock, | |||||
Additional paid in capital | (6,264,825) | ||||
Accumulated deficit | |||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (6,264,825) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | (6,864,825) | ||||
Revenue | |||||
Cost of goods sold | |||||
Gross margin | |||||
Expenses: | |||||
Consulting/payroll and other payroll | |||||
Product development costs | |||||
Marketing and brand development costs | |||||
Administrative and other | |||||
Depreciation expense | |||||
Operating expenses | |||||
Operating income (loss) | |||||
Other Income (Expense) | |||||
Interest expense | |||||
Interest income | |||||
Gain (Loss) on extinguishment of debt | |||||
Net income (loss) before income tax provision | |||||
Provision for income tax | |||||
Net income (loss) | |||||
Basic and diluted income (loss) per share | |||||
Weighted average common shares outstanding - basic and diluted | |||||
Gain/loss on sale of assets | |||||
Financing Transaction Accounting Adjustments [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | |||||
Accounts receivable | |||||
Prepaid expense | |||||
Inventory | |||||
Inventory deposits and other | |||||
Total Current Assets | |||||
Property and Equipment, net | |||||
OTHER ASSETS: | |||||
Goodwill and Purchase Consideration | 327,000 | ||||
Right-of-use lease assets | |||||
Lease deposits | |||||
TOTAL ASSETS | 327,000 | ||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | |||||
Accrued interest | |||||
Loan – officer - related party | |||||
Loan – working capital | |||||
Loans - nonrelated parties | |||||
Total Current Liabilities | |||||
Right of use - Liabilities | |||||
TOTAL LIABILITIES | |||||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock, Class A | |||||
Preferred stock, Class B | |||||
Common stock, | |||||
Additional paid in capital | |||||
Accumulated deficit | 327,000 | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 327,000 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 327,000 | ||||
Revenue | (301,762) | $ (600,000) | |||
Cost of goods sold | (549,629) | (600,000) | |||
Gross margin | 247,867 | ||||
Expenses: | |||||
Consulting/payroll and other payroll | |||||
Product development costs | |||||
Marketing and brand development costs | |||||
Administrative and other | (79,133) | ||||
Depreciation expense | |||||
Operating expenses | (79,133) | ||||
Operating income (loss) | 327,000 | ||||
Other Income (Expense) | |||||
Interest expense | 1,800,000 | ||||
Interest income | |||||
Payroll Protection Loan Forgiven | |||||
Gain (Loss) on extinguishment of debt | 725,723 | ||||
Net income (loss) before income tax provision | 327,000 | 2,525,723 | |||
Provision for income tax | |||||
Net income (loss) | $ 327,000 | $ 2,525,723 | |||
Basic and diluted income (loss) per share | |||||
Weighted average common shares outstanding - basic and diluted | |||||
Gain/loss on sale of assets | |||||
Pro Forma [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 356,754 | ||||
Accounts receivable | 1,619,960 | ||||
Prepaid expense | 207,052 | ||||
Inventory | 7,421,696 | ||||
Inventory deposits and other | |||||
Total Current Assets | 9,596,462 | ||||
Property and Equipment, net | 456,525 | ||||
OTHER ASSETS: | |||||
Goodwill and Purchase Consideration | 4,900,000 | ||||
Right-of-use lease assets | |||||
Lease deposits | 18,032 | ||||
TOTAL ASSETS | 14,971,019 | ||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expense | 2,523,551 | ||||
Accrued interest | 103,919 | ||||
Loan – officer - related party | |||||
Loan – working capital | 602,643 | ||||
Loans - nonrelated parties | |||||
Total Current Liabilities | 3,230,113 | ||||
Right of use - Liabilities | |||||
TOTAL LIABILITIES | 3,230,113 | ||||
STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
Preferred stock, Class A | 100 | ||||
Preferred stock, Class B | 75 | ||||
Common stock, | 677 | ||||
Additional paid in capital | 45,465,077 | ||||
Accumulated deficit | (33,725,022) | ||||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 11,740,906 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 14,863,359 | ||||
Revenue | 18,625,883 | $ 18,691,685 | |||
Cost of goods sold | 13,796,170 | 14,566,993 | |||
Gross margin | 4,829,713 | 4,124,692 | |||
Expenses: | |||||
Consulting/payroll and other payroll | 3,099,786 | 3,851,750 | |||
Product development costs | 791,279 | 354,911 | |||
Marketing and brand development costs | 518,066 | 999,920 | |||
Administrative and other | 4,608,337 | 1,487,011 | |||
Depreciation expense | 55,369 | 28,562 | |||
Operating expenses | 9,072,837 | 6,722,154 | |||
Operating income (loss) | (4,243,124) | (2,597,462) | |||
Other Income (Expense) | |||||
Interest expense | (759,099) | (339,534) | |||
Interest income | 11,818 | 305 | |||
Payroll Protection Loan Forgiven | 625,064 | ||||
Gain (Loss) on extinguishment of debt | (1,376,756) | ||||
Net income (loss) before income tax provision | (6,365,166) | (2,311,627) | |||
Provision for income tax | |||||
Net income (loss) | $ (6,365,166) | $ (2,311,627) | |||
Basic and diluted income (loss) per share | $ (21.31) | $ (18.25) | |||
Weighted average common shares outstanding - basic and diluted | 298,760 | 126,760 | |||
Gain/loss on sale of assets | $ 1,995 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 14, 2023 | Apr. 20, 2023 | Mar. 31, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||
Secured Loan | $ 601,466 | $ 602,643 | $ 3,879,428 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Long term line of credit | $ 2,000,000 | |||||
Subsequent Event [Member] | Business Loan And Security Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Secured Loan | $ 1,000,000 | $ 980,000 | ||||
Periodic payment | 20,000 | |||||
repayment of secured loan | $ 1,280,000 | |||||
Interest rate | 22.80% |
SCHEDULE OF ACQUISITIONS CONTIN
SCHEDULE OF ACQUISITIONS CONTINGENT CONSIDERATION (Details) - Pro Forma [Member] | Dec. 31, 2022 USD ($) |
Deposits paid with contract | $ 350,000 |
Cash payment due at closing | 9,150,000 |
Reimbursement for equipment purchased since June 30, 2021 | 400,000 |
Transaction Consideration | $ 9,900,000 |
RECOGNIZED IDENTIFIED ASSETS AC
RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Pro Forma [Member] | Dec. 31, 2022 USD ($) |
Total assets (approximate) | $ 7,070 |
Total liabilities (approximate) | 1,730,000 |
Net acquired tangible assets | 5,340,000 |
Goodwill and other intangible assets | 4,900,000 |
Allocation of the Estimated Transaction Consideration | $ 10,240,000 |
SCHEDULE OF BUSINESS ACQUISITIO
SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Additional paid in capital | $ 45,465,077 | $ 45,465,077 | $ 22,798,839 | ||
Pro forma net adjustment | 11,126,064 | $ 4,775,936 | 11,353,119 | (4,170,377) | $ (5,012,437) |
Cost of Goods Sold | (2,791,326) | (96,719) | (6,509,382) | (812,130) | |
Interest expense | (7,110) | (292,405) | (358,689) | (2,061,782) | |
Loss on extinguishment of debt | $ (1,376,756) | (1,376,756) | (725,723) | ||
Pro Forma [Member] | |||||
Additional working capital | |||||
Additional paid in capital | |||||
Pro forma net adjustment | |||||
Revenue | (300,000) | (600,000) | |||
Cost of Goods Sold | (550,000) | (600,000) | |||
General and Administrative Costs | 80,000 | ||||
Pro forma net adjustment | (330,000) | ||||
Interest expense | (1,800,000) | ||||
Loss on extinguishment of debt | (725,000) | ||||
Pro forma net adjustment | (2,525,000) | ||||
Parent Company [Member] | |||||
Additional paid in capital | 45,465,077 | ||||
Pro forma net adjustment | 11,413,906 | ||||
Revenue | 1,018,363 | 986,826 | |||
Cost of Goods Sold | (776,063) | (812,130) | |||
Interest expense | (699,149) | (2,061,782) | |||
Loss on extinguishment of debt | (1,376,756) | (725,723) | |||
Parent Company [Member] | Pro Forma [Member] | |||||
Additional working capital | |||||
Additional paid in capital | |||||
Pro forma net adjustment | |||||
Champion Acquisition [Member] | |||||
Additional paid in capital | 6,264,825 | ||||
Pro forma net adjustment | 6,264,825 | ||||
Revenue | 17,909,282 | 18,304,859 | |||
Cost of Goods Sold | (13,569,736) | (14,354,863) | |||
Interest expense | (59,950) | (77,752) | |||
Loss on extinguishment of debt | |||||
Champion Acquisition [Member] | Pro Forma [Member] | |||||
Additional working capital | |||||
Additional paid in capital |
PRO FORMA CONDENSED COMBINED _3
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (UNAUDITED) (Details Narrative) - USD ($) | 12 Months Ended | ||
Jul. 29, 2022 | Jul. 29, 2023 | Dec. 31, 2022 | |
Pro Forma [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Total transaction consideration | $ 9,900,000 | ||
Purchase price | 9,897,420 | ||
Payments to acquire additional interest in subsidiaries | 340,000 | ||
Payments to acquire businesses net of cash acquired | 200,000 | ||
Fees paid to the auditors | $ 150,000 | ||
Champion Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business combination, cash consideration | $ 9,150,000 | ||
Cash deposits | 350,000 | ||
Payments for previous acquisition | 400,000 | ||
Champion Purchase Agreement [Member] | Pro Forma [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business combination, cash consideration | 9,150,000 | ||
Cash deposits | 350,000 | ||
Payments for previous acquisition | $ 397,000 | ||
Line of credit | 1,442,000 | ||
Related party loans | $ 291,000 |
SCHEDULE OF LINE OF CREDIT (Det
SCHEDULE OF LINE OF CREDIT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | |||
Total recorded as a current liability | $ 1,700,000 | ||
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Total recorded as a current liability | $ 1,700,000 |
LINE OF CREDIT _ FINANCIAL IN_3
LINE OF CREDIT – FINANCIAL INSTITUTION (Details Narrative) - USD ($) | 1 Months Ended | |||
Feb. 28, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | ||||
Line of Credit, Current | $ 1,700,000 | |||
Outstanding letters of credit | $ 0 | $ 0 | ||
Master Credit Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 2,000,000 | |||
Percentage of interest rate period end | 2.05% | |||
Total percentage of interest rate during period | 6.95% | |||
Line of credit description | The Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6% over the BSBY plus 2.05% rate | |||
Interest rate, increase (decrease) | 6% |