Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity Registrant Name | HEALTHIER CHOICES MANAGEMENT CORP. | |
Entity Central Index Key | 0000844856 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-36469 | |
Entity Tax Identification Number | 84-1070932 | |
Entity Address, Address Line One | 3800 North 28Th Way | |
Entity Address, City or Town | Hollywood | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33020 | |
City Area Code | 305 | |
Local Phone Number | 600-5004 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HCMC | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 339,741,632,384 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,587,830 | $ 26,496,404 |
Accounts receivable, net | 37,512 | 28,481 |
Notes Receivable | 234,143 | 247,915 |
Inventories | 2,370,248 | 1,521,199 |
Prepaid expenses and vendor deposits | 298,756 | 456,397 |
Investment | 26,657 | 23,143 |
TOTAL CURRENT ASSETS | 23,555,146 | 28,773,539 |
Property and equipment, net of accumulated depreciation | 1,532,375 | 176,988 |
Intangible assets, net of accumulated amortization | 2,413,207 | 947,593 |
Goodwill | 2,657,000 | 916,000 |
Right of use asset - operating lease, net | 5,163,954 | 3,543,930 |
Other assets | 112,883 | 85,437 |
TOTAL ASSETS | 35,434,565 | 34,443,487 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,058,805 | 1,642,848 |
Contract liabilities | 243,840 | 23,178 |
Current portion of line of credit | 453,232 | 418,036 |
Current portion of loan payment | 2,638 | 2,604 |
Operating lease liability, current | 607,121 | 437,328 |
TOTAL CURRENT LIABILITIES | 3,365,636 | 2,523,994 |
Loan payable, net of current portion | 143 | 815 |
Operating lease liability, net of current | 4,153,044 | 2,685,021 |
TOTAL LIABILITIES | 7,518,823 | 5,209,830 |
COMMITMENTS AND CONTINGENCIES (SEE NOTE 13) | ||
STOCKHOLDERS' EQUITY | ||
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; approximately 339,741,632,384 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 33,974,163 | 33,974,163 |
Additional paid-in capital | 30,855,824 | 30,855,824 |
Accumulated deficit | (37,714,245) | (36,396,330) |
TOTAL STOCKHOLDERS' EQUITY | 27,915,742 | 29,233,657 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 35,434,565 | 34,443,487 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible preferred stock | $ 800,000 | $ 800,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000,000 | 750,000,000,000 |
Common stock, shares issued (in shares) | 339,741,632,384 | 339,741,632,384 |
Common stock, shares outstanding (in shares) | 339,741,632,384 | 339,741,632,384 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | |
Preferred stock, shares authorized (in shares) | 5,000 | |
Preferred stock, shares issued (in shares) | 800 | 800 |
Preferred stock, shares outstanding (in shares) | 800 | 800 |
Preferred stock, aggregate liquidation preference | $ 0.8 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
SALES | ||
SALES, NET | $ 5,048,553 | $ 3,465,753 |
GROSS PROFIT | 1,972,514 | 1,490,710 |
OPERATING EXPENSES | 3,327,420 | 2,022,883 |
LOSS FROM OPERATIONS | (1,354,906) | (532,173) |
OTHER (EXPENSE) INCOME | ||
Gain on investment | 3,514 | 26,126 |
Other income, net | 16,874 | 0 |
Interest income (expense), net | 16,603 | (72,915) |
Loss on debt settlements | 0 | (117,296) |
Total other income (expense), net | 36,991 | (164,085) |
NET LOSS | $ (1,317,915) | $ (696,258) |
NET LOSS PER SHARE, BASIC (in dollars per share) | $ 0 | $ 0 |
NET LOSS PER SHARE, DILUTED (in dollars per share) | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC (in shares) | 339,741,632,384 | 244,246,983,178 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-DILUTED (in shares) | 339,741,632,384 | 244,246,983,178 |
Vapor [Member] | ||
SALES | ||
SALES, NET | $ 249,563 | $ 613,936 |
Cost of sales | 111,684 | 233,315 |
Grocery [Member] | ||
SALES | ||
SALES, NET | 4,798,990 | 2,851,817 |
Cost of sales | $ 2,964,355 | $ 1,741,728 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Preferred Stock [Member]Officer [Member] | Preferred Stock [Member]Board [Member] | Preferred Stock [Member]Convertible Preferred Stock [Member] | Preferred Stock [Member]Series C Convertible Preferred Stock [Member] | Preferred Stock [Member]Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Officer [Member] | Common Stock [Member]Board [Member] | Common Stock [Member]Series C Convertible Preferred Stock [Member] | Common Stock [Member]Series D Convertible Preferred Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Officer [Member] | Additional Paid-In Capital [Member]Board [Member] | Additional Paid-In Capital [Member]Series C Convertible Preferred Stock [Member] | Additional Paid-In Capital [Member]Series D Convertible Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series C Convertible Preferred Stock [Member] | Accumulated Deficit [Member]Series D Convertible Preferred Stock [Member] | Total | Officer [Member] | Board [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2020 | $ 16,277,116 | $ 14,384,084 | $ 3,955,039 | $ (32,358,871) | $ 2,257,368 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 16,277 | 143,840,848,017 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Series C Preferred stock exercised | $ (16,277,116) | $ 16,277,116 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Preferred stock exercised (in shares) | (16,277) | 162,771,153,001 | ||||||||||||||||||||||
Stock options exercised | $ 0 | $ 77,500 | 0 | 0 | $ 77,500 | |||||||||||||||||||
Stock options exercised (in shares) | 0 | 775,000,000 | 775,000,000 | |||||||||||||||||||||
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement | $ 5,000,000 | $ 0 | $ 0 | $ 0 | $ 5,000,000 | |||||||||||||||||||
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement (in shares) | 5,000 | 0 | ||||||||||||||||||||||
Issuance of common stock | $ 0 | $ 118,283 | 1,289,273 | 0 | $ 1,407,556 | |||||||||||||||||||
Issuance of common stock (in shares) | 0 | 1,182,831,056 | ||||||||||||||||||||||
Issuance of awarded stock | $ 0 | $ 0 | $ 220,000 | $ 5,000 | $ (220,000) | $ (5,000) | $ 0 | $ 0 | ||||||||||||||||
Issuance of awarded stock (in shares) | 0 | 0 | 2,200,000,000 | 50,000,000 | ||||||||||||||||||||
Cancellation of awarded stock | $ 0 | $ 0 | $ (302,500) | $ (6,875) | $ 302,500 | $ 6,875 | $ 0 | $ 0 | ||||||||||||||||
Cancellation of awarded stock (in shares) | 0 | 0 | (3,025,000,000) | (68,750,000) | ||||||||||||||||||||
Stock-based compensation expense | $ 0 | $ 0 | 1,875 | 0 | 1,875 | |||||||||||||||||||
Net loss | 0 | 0 | 0 | (696,258) | (696,258) | |||||||||||||||||||
Balance at Mar. 31, 2021 | $ 5,000,000 | $ 30,772,608 | 5,330,562 | (33,055,129) | 8,048,041 | |||||||||||||||||||
Balance (in shares) at Mar. 31, 2021 | 5,000 | 307,726,082,074 | ||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 800,000 | $ 33,974,163 | 30,855,824 | (36,396,330) | $ 29,233,657 | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 800 | 339,741,632,384 | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||
Stock options exercised (in shares) | 0 | |||||||||||||||||||||||
Net loss | $ 0 | $ 0 | 0 | (1,317,915) | $ (1,317,915) | |||||||||||||||||||
Balance at Mar. 31, 2022 | $ 800,000 | $ 33,974,163 | $ 30,855,824 | $ (37,714,245) | $ 27,915,742 | |||||||||||||||||||
Balance (in shares) at Mar. 31, 2022 | 800 | 339,741,632,384 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,317,915) | $ (696,258) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 193,322 | 136,597 |
Gain on extinguishment of debt | 0 | 117,296 |
Gain on investment | (3,514) | (26,126) |
Amortization of right-of-use asset | 177,643 | 122,735 |
Write-down of obsolete and slow-moving inventory | 40,586 | 37,061 |
Stock-based compensation expense | 0 | 1,875 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,031) | (33,079) |
Inventories | (85,056) | 11,401 |
Prepaid expenses and vendor deposits | 157,641 | 48,234 |
Other assets | (27,446) | 1,003 |
Accounts payable and accrued liabilities | 415,957 | (269,627) |
Contract liabilities | (61,965) | (3,092) |
Lease liability | (159,851) | (104,390) |
NET CASH USED IN OPERATING ACTIVITIES | (679,629) | (656,370) |
INVESTING ACTIVITIES | ||
Acquisition of Mother Earth's Storehouse | (5,150,000) | 0 |
Collection of note receivable | 13,772 | 13,178 |
Purchases of property and equipment | (127,275) | (30,855) |
NET CASH USED IN INVESTING ACTIVITIES | (5,263,503) | (17,677) |
FINANCING ACTIVITIES | ||
Proceeds from line of credit | 35,196 | 0 |
Principal payments on loan payable | (638) | (12,759) |
Principal payment on the line of credit | 0 | (2,000,000) |
Proceeds from loan and security agreement | 0 | 5,000,000 |
Proceeds from exercise of stock options | 0 | 77,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 34,558 | 3,064,741 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENT AND RESTRICTED CASH | (5,908,574) | 2,390,694 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF YEAR | 26,496,404 | 2,925,475 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD | 20,587,830 | 5,316,169 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 1,428 | 81,313 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of common stock | 0 | 1,407,556 |
Lease acquired | $ 1,797,667 | $ 0 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION [Abstract] | |
ORGANIZATION | Note 1. ORGANIZATION Organization Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company currently operates retail vape stores in the Southeast region of the United States, through which it offers e-liquids, vaporizers and related products. The Company also operates Ada’s Natural Market, a natural and organic grocery store, through its wholly owned subsidiary Healthy Choice Markets, Inc. Ada’s Natural Market and Paradise Health and Nutrition offers fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items. The Company also sells vitamins and supplements on the Amazon.com marketplace through its wholly owned subsidiary Healthy U Wholesale, Inc. The Company also operates HCMC Intellectual Property Holdings, LLC, a wholly owned subsidiary formed to hold, market and expand on its current intellectual property assets. The Company markets the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, which heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally. The Company acquired Mother Earth’s Storehouse on February 9, 2022, which operates a store organic and health food and vitamin chain in New York’s Hudson Valley, a business that has been operating for over years. The Company expanded its operation into the Health & Wellness segment in November 2021. HCMC has acquired EIR Hydration, an IV therapy center located in Roslyn Heights, NY. COVID-19 Management Update The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively impacted the U.S. and global economies, disrupted global supply chains and, mandated closures and stay-at-home orders and created significant disruptions of the global financial markets. The Company adjusted certain aspects of the operations to protect their employees and customers while still meeting customers’ needs. While to date the Company has not been required to close any of its stores, the Company is currently operating under regular hours and we are expecting COVID-19 to have a long-term beneficial impact to the future financial results of the grocery segment. The Company continues to monitor the impact of the COVID-19 outbreak closely. The extent to which the COVID-19 outbreak will impact our operations is manageable, and there is no imminent risk on business continuity and future operations. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2022 | |
LIQUIDITY [Abstract] | |
LIQUIDITY | Note 2. LIQUIDITY The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The Company currently and historically has reported net losses and cash outflows from operations. anticipates that its current cash, cash equivalent and cash generated from operations will be sufficient to meet the projected operating expenses for the foreseeable future through at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | Note 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. The condensed consolidated balance sheet as of December 31, 2021 was derived from the Company’s audited 2021 financial statements contained in the above referenced Form 10-K. Results of the three months ended March 31, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report. |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATIONS [Abstract] | |
CONCENTRATIONS | Note 4. CONCENTRATIONS Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash and cash equivalents are concentrated in one large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on March 31, 2022 and December 31, 2021 is presented below: March 31, 2022 December 31, 2021 Total cash, cash equivalents and restricted ca in excess of FDC limits of $ $ 19,931,811 $ 26,023,593 The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company’s cash equivalent at March 31, 2022 and December 31, 2021, respectively, was a money market account. The Company has not experienced any losses in such accounts. |
DISAGGREGATION OF REVENUES
DISAGGREGATION OF REVENUES | 3 Months Ended |
Mar. 31, 2022 | |
DISAGGREGATION OF REVENUES [Abstract] | |
DISAGGREGATION OF REVENUES | Note 5. DISAGGREGATION OF REVENUES The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended March 31, 2022 2021 Vapor $ 249,563 $ 613,936 Grocery 4,798,990 2,851,817 Total revenue $ 5,048,553 $ 3,465,753 Retail Vapor $ 249,563 $ 613,894 Retail Grocery 4,278,013 2,542,360 Food service/restaurant 515,085 287,722 Online/eCommerce 5,892 13,717 Wholesale Grocery - 8,018 Wholesale Vapor - 42 Total revenue $ 5,048,553 $ 3,465,753 |
NOTES RECEIVABLE AND OTHER INCO
NOTES RECEIVABLE AND OTHER INCOME | 3 Months Ended |
Mar. 31, 2022 | |
NOTES RECEIVABLE AND OTHER INCOME [Abstract] | |
NOTES RECEIVABLE AND OTHER INCOME | Note 6. NOTES RECEIVABLE AND OTHER INCOME On September 6, 2018, the Company entered into a secured, -month promissory note with VPR Brands L.P. for $ . The Note bears an interest rate of , which payments thereunder are $ weekly. The Company records all proceeds related to the interest of the Note as interest income as proceeds are received. On August 31, 2021, the Company amended and restated the Secured Promissory Note (the "Amended Note") with VPRB Brands L.P. for the outstanding balance in the note of $268,126. The Amended Note bears an interest rate of 7.00%, which payments thereunder are $1,500 weekly, with such payments commencing as of September 3, 2021. The Amended Note has a balloon payment of $213,028 for all remaining accrued interest and principal balance due in the final week of the 1-year extension of the Note. A summary of the Note as of March 31, 2022 and December 31, 2021 is presented below: Description March 31, 2022 December 31, 2021 Promissory Note $ 234,143 $ 247,915 |
ACQUISITION OF MOTHER EARTH'S S
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. [Abstract] | |
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. | Note 7. ACQUISITION OF MOTHER EARTH’S STOREHOUSE, INC. On February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC, entered into an Asset Purchase Agreement with Mother Earth’s Storehouse Inc. (“HCM3”) and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired certain assets and assumed certain liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties, New York. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement is $4,472,500 million, with an additional $677,500 paid for inventory at closing. In addition, the Company assumed a lease obligation for the Kingston, NY store and entered into an employment agreement with the store manager. The purchase method of accounting in accordance with ASC 805, Business Combinations . Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The following table summarizes the approximate preliminary purchase price allocation based on estimated fair values of the net assets acquired at the acquisition date: Purchase Consideration Cash Consideration paid $ 5,150,000 Purchase price allocation Inventory 805,000 Property and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,667 Other liabilities (283,000 ) Operating lease liabiltiy (1,797,667 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names/Trademarks $ 513,000 Customer Relationships 683,000 Non-Compete Agreement 413,000 Total intangible assets $ 1,609,000 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY & EQUIPMENT [Abstract] | |
PROPERTY & EQUIPMENT | Note 8. PROPERTY & EQUIPMENT Property and equipment consist of the following: March 31, 2022 December 31, 2021 Displays $ 305,558 $ 305,558 Building 575,000 - Furniture and fixtures 417,244 246,496 Leasehold improvements 751,470 136,504 Computer hardware & equipment 152,681 151,924 Other 359,640 315,788 2,561,593 1,156,270 Less: accumulated depreciation and amortization (1,029,218 ) (979,282 ) Total property and equipment $ 1,532,375 $ 176,988 The Company incurred approximately $ and $ of depreciation expense for the and , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | Note 9. INTANGIBLE ASSETS Intangible assets, net are as follows: March 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names / Trademarks 8-10 years $ 1,436,000 $ (571,068 ) $ 864,932 Customer relationships 4-5 years 1,566,000 (756,232 ) 809,768 Patents 10 years 372,165 (131,537 ) 240,628 Non-compete 4-5 years 651,000 (162,288 ) 488,712 Website 4 years 10,000 (833 ) 9,167 Intangible assets, net $ 4,035,165 $ (1,621,958 ) $ 2,413,207 December 31, 2021 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names / Trademarks 8-10 years $ 923,000 (536,661 ) $ 386,339 Customer relationships 4-5 years 883,000 (685,823 ) 197,177 Patents 10 years 372,165 (122,233 ) 249,932 Non-compete 4 years 238,000 (133,646 ) 104,354 Website 4 years 10,000 (209 ) 9,791 Intangible assets, net $ 2,426,165 $ (1,478,572 ) $ 947,593 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $143,386 and $98,023 for the three months ended March 31, 2022 and 2021, respectively. Future annual estimated amortization expense is as follows: Years ending December 31, 2022 (remaining nine months) $ 506,627 2023 411,149 2024 411,149 2025 404,107 2026 309,214 Thereafter 370,961 Total $ 2,413,207 |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
CONTRACT LIABILITIES [Abstract] | |
CONTRACT LIABILITIES | Note 10. CONTRACT LIABILITIES The Company’s contract liabilities consist of gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. Our breakage policy is twenty four months for gift cards, twelve months for Grocery loyalty rewards, and six months for Vapor loyalty rewards. As such, all contract liabilities are expected to be recognized within a twenty four month period. Revenue is recognized when gift card and loyalty points are redeemed. A summary of the net changes in contract liabilities activity at March 31, 2022 and December 31, 2021 is presented below: March 31, 2022 December 31, 2021 Beginning balance as January 1, $ 23,178 $ 21,262 Issued 716,913 39,469 Redeemed (493,956 ) (37,463 ) Breakage recognized (2,295 ) (90 ) Ending balance as of March 31 $ 243,840 $ 23,178 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
DEBT [Abstract] | |
DEBT | Note 11. DEBT The following table provides a breakdown of the Company's debt as of March 31, 2022 and December 31, 2021 is presented below: _ March 31, 2022 December 31, 2021 Line of Credit $ 453,232 $ 418,036 Other debt 2,781 3,419 Total debt $ 456,013 421,455 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | Note 12. STOCKHOLDERS’ EQUITY Rights Offering On June 18, 2021, the Company issued 27,046,800,310 shares of common stock in connection with the Rights Offering at a subscription price of $0.0010 per share, generating gross proceeds of $27.0 million. The Company incurred direct financing costs of $2.7 million in connection with the offering resulting in net proceeds to the Company of $24.3 million. Exchange Agreement On March 29, 2021, the Company entered into exchange agreements with the holders of the $2.7 million Loan and Security Agreement (the "Credit Agreement"). The agreement with the holders of the Company’s indebtedness (the “Notes”) in an aggregate amount of $1.3 million to exchange the Notes for 1,172,964,218 shares at a conversion price of $0.0011. The Notes were issued pursuant to the Credit Agreement dated as of August 18, 2020, among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd. In connection with the Exchange, the Credit Agreement and all related loan documents was terminated and the Holder’s on the assets of the Company and its subsidiaries was cancelled. The Company recognized a loss on debt extinguishment of $0.1 million. Restricted Stock On , the Compensation Committee of the Board of Directors of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a increase from the original award agreement for a total of billion shares of restricted common stock, which will vest quarterly and equal amounts until , provided that the grantee remains an employee of the Company through the vesting date. On March 30, 2021, the Company and the Officers and a Director of the Company agreed to forfeit a total of 3.09 billion of restricted shares of common stock that were due to vest on March 31, 2021. On June 29, 2021, the Company and the Officers and a Director of the Company agreed to forfeit a total of 3.09 billion of restricted shares of common stock that were due to vest on June 30, 2021. Stock Options In the three months ended March 31, 2022, no stock options of the Company were exercised into common stock; in comparison to the , where During the three months ended and , the Company recognized stock-based compensation of and , respectively. Stock based compensation is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. Income (Loss) Per Share The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: As of March 31, 2022 2021 Preferred stock 1,250,000,000 2,083,000,000 Stock options 67,587,000,000 69,087,000,000 Total 68,837,000,000 71,170,000,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 13. COMMITMENTS AND CONTINGENCIES Legal Proceedings Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings. On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia. The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”. Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. On December 14, 2021, the Company filed an appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. HCMC believes the Georgia Court committed legal error by dismissing its complaint for patent infringement and by denying the Company’s motion to amend its pleading. On December 31, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000 in attorneys’ fees to be paid by the Company. The Company has fully provisioned this amount as of December 31, 2021. From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of . With respect to legal costs, we record such costs as incurred. Employment Agreement On February 26, 2021, the Company entered into an amended and restated employment agreement (the “ Employment Agreement Amendment On February 02, 2022, the Company entered into a Second Amended and Restated Employment Agreement (the “ Employment Agreement Amendment |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | Note 14. SUBSEQUENT EVENTS On April 21, 2022, the Company assigned the lease and sold the inventory for its remaining retail vape store located at 15245 S Tamiami Trail, Fort Myers, FL 33908. The Company received a total of $10,000 as part of this transaction. |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONCENTRATIONS [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on March 31, 2022 and December 31, 2021 is presented below: March 31, 2022 December 31, 2021 Total cash, cash equivalents and restricted ca in excess of FDC limits of $ $ 19,931,811 $ 26,023,593 |
DISAGGREGATION OF REVENUES (Tab
DISAGGREGATION OF REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DISAGGREGATION OF REVENUES [Abstract] | |
Disaggregated Revenue | The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended March 31, 2022 2021 Vapor $ 249,563 $ 613,936 Grocery 4,798,990 2,851,817 Total revenue $ 5,048,553 $ 3,465,753 Retail Vapor $ 249,563 $ 613,894 Retail Grocery 4,278,013 2,542,360 Food service/restaurant 515,085 287,722 Online/eCommerce 5,892 13,717 Wholesale Grocery - 8,018 Wholesale Vapor - 42 Total revenue $ 5,048,553 $ 3,465,753 |
NOTES RECEIVABLE AND OTHER IN_2
NOTES RECEIVABLE AND OTHER INCOME (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NOTES RECEIVABLE AND OTHER INCOME [Abstract] | |
Summary of Notes | A summary of the Note as of March 31, 2022 and December 31, 2021 is presented below: Description March 31, 2022 December 31, 2021 Promissory Note $ 234,143 $ 247,915 |
ACQUISITION OF MOTHER EARTH'S_2
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. [Abstract] | |
Preliminary Purchase Price Allocation for Mother Earth's Storehouse, Inc. | The following table summarizes the approximate preliminary purchase price allocation based on estimated fair values of the net assets acquired at the acquisition date: Purchase Consideration Cash Consideration paid $ 5,150,000 Purchase price allocation Inventory 805,000 Property and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,667 Other liabilities (283,000 ) Operating lease liabiltiy (1,797,667 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names/Trademarks $ 513,000 Customer Relationships 683,000 Non-Compete Agreement 413,000 Total intangible assets $ 1,609,000 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
PROPERTY & EQUIPMENT [Abstract] | |
Property and Equipment | Property and equipment consist of the following: March 31, 2022 December 31, 2021 Displays $ 305,558 $ 305,558 Building 575,000 - Furniture and fixtures 417,244 246,496 Leasehold improvements 751,470 136,504 Computer hardware & equipment 152,681 151,924 Other 359,640 315,788 2,561,593 1,156,270 Less: accumulated depreciation and amortization (1,029,218 ) (979,282 ) Total property and equipment $ 1,532,375 $ 176,988 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible Assets, Net | Intangible assets, net are as follows: March 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names / Trademarks 8-10 years $ 1,436,000 $ (571,068 ) $ 864,932 Customer relationships 4-5 years 1,566,000 (756,232 ) 809,768 Patents 10 years 372,165 (131,537 ) 240,628 Non-compete 4-5 years 651,000 (162,288 ) 488,712 Website 4 years 10,000 (833 ) 9,167 Intangible assets, net $ 4,035,165 $ (1,621,958 ) $ 2,413,207 December 31, 2021 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names / Trademarks 8-10 years $ 923,000 (536,661 ) $ 386,339 Customer relationships 4-5 years 883,000 (685,823 ) 197,177 Patents 10 years 372,165 (122,233 ) 249,932 Non-compete 4 years 238,000 (133,646 ) 104,354 Website 4 years 10,000 (209 ) 9,791 Intangible assets, net $ 2,426,165 $ (1,478,572 ) $ 947,593 |
Future Annual Estimated Amortization Expense | Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $143,386 and $98,023 for the three months ended March 31, 2022 and 2021, respectively. Future annual estimated amortization expense is as follows: Years ending December 31, 2022 (remaining nine months) $ 506,627 2023 411,149 2024 411,149 2025 404,107 2026 309,214 Thereafter 370,961 Total $ 2,413,207 |
CONTRACT LIABILITIES (Tables)
CONTRACT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONTRACT LIABILITIES [Abstract] | |
Summary of Net Changes in Contract Liabilities | A summary of the net changes in contract liabilities activity at March 31, 2022 and December 31, 2021 is presented below: March 31, 2022 December 31, 2021 Beginning balance as January 1, $ 23,178 $ 21,262 Issued 716,913 39,469 Redeemed (493,956 ) (37,463 ) Breakage recognized (2,295 ) (90 ) Ending balance as of March 31 $ 243,840 $ 23,178 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DEBT [Abstract] | |
Breakdown of Debt | The following table provides a breakdown of the Company's debt as of March 31, 2022 and December 31, 2021 is presented below: _ March 31, 2022 December 31, 2021 Line of Credit $ 453,232 $ 418,036 Other debt 2,781 3,419 Total debt $ 456,013 421,455 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Common Share Equivalent Excluded from Calculation of Dilutive Loss Per Share | The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: As of March 31, 2022 2021 Preferred stock 1,250,000,000 2,083,000,000 Stock options 67,587,000,000 69,087,000,000 Total 68,837,000,000 71,170,000,000 |
ORGANIZATION (Details)
ORGANIZATION (Details) - Store | 3 Months Ended | |
Mar. 31, 2022 | Feb. 09, 2022 | |
Company Organization [Abstract] | ||
Number of stores | 4 | |
Mother Earth's Storehouse [Member] | ||
Company Organization [Abstract] | ||
Number of stores | 2 | |
Number of years the company has been operating | 40 years |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($)FinancialInstitution | Dec. 31, 2021USD ($) | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||
Number of financial institution | FinancialInstitution | 1 | |
FDIC insured amount | $ 250,000 | |
Total Cash and cash equivalents in excess of FDIC limits of $250,000 | $ 19,931,811 | $ 26,023,593 |
DISAGGREGATION OF REVENUES (Det
DISAGGREGATION OF REVENUES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 5,048,553 | $ 3,465,753 |
Vapor [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 249,563 | 613,936 |
Grocery [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 4,798,990 | 2,851,817 |
Retail Vapor [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 249,563 | 613,894 |
Retail Grocery [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 4,278,013 | 2,542,360 |
Food Service/Restaurant [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 515,085 | 287,722 |
Online/eCommerce [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 5,892 | 13,717 |
Wholesale Grocery [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 0 | 8,018 |
Wholesale Vapor [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 0 | $ 42 |
NOTES RECEIVABLE AND OTHER IN_3
NOTES RECEIVABLE AND OTHER INCOME (Details) - USD ($) | Aug. 31, 2021 | Sep. 06, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Receivables with Imputed Interest [Abstract] | |||||
Proceeds | $ 13,772 | $ 13,178 | |||
Promissory Note [Member] | |||||
Receivables with Imputed Interest [Abstract] | |||||
Payment term | 36 months | ||||
Loan amount | $ 268,126 | $ 582,260 | |||
Interest rate | 7.00% | 7.00% | |||
Proceeds | $ 1,500 | $ 4,141 | |||
Balloon payment | $ 213,028 | ||||
Extension term | 1 year | ||||
Remaining balance | $ 234,143 | $ 247,915 |
ACQUISITION OF MOTHER EARTH'S_3
ACQUISITION OF MOTHER EARTH'S STOREHOUSE, INC. (Details) - USD ($) | Feb. 09, 2022 | Feb. 08, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Acquisition of Mother Earth's Storehouse, Inc. [Abstract] | |||||
Cash purchase price | $ 5,150,000 | $ 0 | |||
Purchase Price Allocation [Abstract] | |||||
Goodwill | $ 2,657,000 | $ 916,000 | |||
Mother Earth's Storehouse [Member] | |||||
Acquisition of Mother Earth's Storehouse, Inc. [Abstract] | |||||
Cash purchase price | $ 4,472,500,000,000 | ||||
Cash paid for inventory | $ 677,500 | ||||
Cash Consideration paid | $ 5,150,000 | ||||
Purchase Price Allocation [Abstract] | |||||
Inventory | 805,000 | ||||
Property and equipment | 1,278,000 | ||||
Intangible assets | 1,609,000 | ||||
Right of use asset - operating lease | 1,797,667 | ||||
Other liabilities | (283,000) | ||||
Operating lease liability | (1,797,667) | ||||
Goodwill | 1,741,000 | ||||
Net assets acquired | 5,150,000 | ||||
Finite-Lived Intangible Assets [Abstract] | |||||
Intangible assets | 1,609,000 | ||||
Mother Earth's Storehouse [Member] | Trade Names/Trademarks [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Intangible assets | 513,000 | ||||
Finite-Lived Intangible Assets [Abstract] | |||||
Intangible assets | 513,000 | ||||
Mother Earth's Storehouse [Member] | Customer Relationships [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Intangible assets | 683,000 | ||||
Finite-Lived Intangible Assets [Abstract] | |||||
Intangible assets | 683,000 | ||||
Mother Earth's Storehouse [Member] | Non-Compete Agreement [Member] | |||||
Purchase Price Allocation [Abstract] | |||||
Intangible assets | 413,000 | ||||
Finite-Lived Intangible Assets [Abstract] | |||||
Intangible assets | $ 413,000 |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property and equipment [Abstract] | |||
Property plant and equipment, gross | $ 2,561,593 | $ 1,156,270 | |
Less: accumulated depreciation and amortization | (1,029,218) | (979,282) | |
Total property and equipment | 1,532,375 | 176,988 | |
Depreciation expense | 49,936 | $ 38,574 | |
Displays [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | 305,558 | 305,558 | |
Building [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | 575,000 | 0 | |
Furniture and Fixtures [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | 417,244 | 246,496 | |
Leasehold Improvements [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | 751,470 | 136,504 | |
Computer Hardware & Equipment [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | 152,681 | 151,924 | |
Other [Member] | |||
Property and equipment [Abstract] | |||
Property plant and equipment, gross | $ 359,640 | $ 315,788 |
INTANGIBLE ASSETS, Intangible A
INTANGIBLE ASSETS, Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 4,035,165 | $ 2,426,165 |
Accumulated amortization | (1,621,958) | (1,478,572) |
Net carrying amount | 2,413,207 | 947,593 |
Trade Names / Trademarks [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amount | 1,436,000 | 923,000 |
Accumulated amortization | (571,068) | (536,661) |
Net carrying amount | $ 864,932 | $ 386,339 |
Trade Names / Trademarks [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 8 years | 8 years |
Trade Names / Trademarks [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 10 years | 10 years |
Customer Relationships [Member] | ||
Intangible Assets, Net [Abstract] | ||
Gross carrying amount | $ 1,566,000 | $ 883,000 |
Accumulated amortization | (756,232) | (685,823) |
Net carrying amount | $ 809,768 | $ 197,177 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 4 years | 4 years |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 5 years | 5 years |
Patents [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 10 years | 10 years |
Gross carrying amount | $ 372,165 | $ 372,165 |
Accumulated amortization | (131,537) | (122,233) |
Net carrying amount | 240,628 | $ 249,932 |
Non-Compete [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 4 years | |
Gross carrying amount | 651,000 | $ 238,000 |
Accumulated amortization | (162,288) | (133,646) |
Net carrying amount | $ 488,712 | $ 104,354 |
Non-Compete [Member] | Minimum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 4 years | |
Non-Compete [Member] | Maximum [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 5 years | |
Website [Member] | ||
Intangible Assets, Net [Abstract] | ||
Useful lives | 4 years | 4 years |
Gross carrying amount | $ 10,000 | $ 10,000 |
Accumulated amortization | (833) | (209) |
Net carrying amount | $ 9,167 | $ 9,791 |
INTANGIBLE ASSETS, Future Annua
INTANGIBLE ASSETS, Future Annual Estimated Amortization Expense (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
INTANGIBLE ASSETS [Abstract] | |||
Amortization expense | $ 143,386 | $ 98,023 | |
Future Annual Estimated Amortization Expense [Abstract] | |||
2022 (remaining nine months) | 506,627 | ||
2023 | 411,149 | ||
2024 | 411,149 | ||
2025 | 404,107 | ||
2026 | 309,214 | ||
Thereafter | 370,961 | ||
Net carrying amount | $ 2,413,207 | $ 947,593 |
CONTRACT LIABILITIES (Details)
CONTRACT LIABILITIES (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue [Abstract] | ||
Contract liabilities expected recognition period | 24 months | |
Changes in Contract Liabilities Activity [Roll Forward] | ||
Beginning balance | $ 23,178 | $ 21,262 |
Issued | 716,913 | 39,469 |
Redeemed | (493,956) | (37,463) |
Breakage recognized | (2,295) | (90) |
Ending balance | $ 243,840 | $ 23,178 |
Gift Cards [Member] | ||
Deferred Revenue [Abstract] | ||
Breakage policy period | 24 months | |
Grocery Loyalty Rewards [Member] | ||
Deferred Revenue [Abstract] | ||
Breakage policy period | 12 months | |
Vapor Loyalty Rewards [Member] | ||
Deferred Revenue [Abstract] | ||
Breakage policy period | 6 months |
DEBT (Details)
DEBT (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt [Abstract] | ||
Debt | $ 456,013 | $ 421,455 |
Other Debt [Member] | ||
Debt [Abstract] | ||
Debt | 2,781 | 3,419 |
Line of Credit [Member] | ||
Debt [Abstract] | ||
Debt | $ 453,232 | $ 418,036 |
STOCKHOLDERS' EQUITY, Rights Of
STOCKHOLDERS' EQUITY, Rights Offering (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 18, 2021 | Mar. 29, 2021 |
Rights Offering [Abstract] | ||
Common stock shares issued from offering (in shares) | 27,046,800,310 | 1,172,964,218 |
Subscription price (in dollars per share) | $ 0.0010 | $ 0.0011 |
Gross proceeds | $ 27 | |
Direct financing costs | 2.7 | |
Net proceeds | $ 24.3 |
STOCKHOLDERS' EQUITY, Exchange
STOCKHOLDERS' EQUITY, Exchange Agreement and Restricted Stock (Details) - USD ($) | Jun. 29, 2021 | Jun. 18, 2021 | Mar. 30, 2021 | Mar. 29, 2021 | Jan. 14, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Exchange Agreement [Abstract] | |||||||
Indebtedness aggregate amount | $ 1,300,000 | $ 1,407,556 | |||||
Exchange of notes for shares of common stock (in shares) | 27,046,800,310 | 1,172,964,218 | |||||
Common stock at a price per share (in dollars per share) | $ 0.0010 | $ 0.0011 | |||||
Loss on extinguishment of debt | $ 0 | $ (117,296) | |||||
Restricted Stock [Member] | |||||||
Restricted Stock [Abstract] | |||||||
Granted (in shares) | 3,090,000,000 | 3,090,000,000 | |||||
Restricted Stock [Member] | Officers and Director [Member] | |||||||
Restricted Stock [Abstract] | |||||||
Percentage of increase in restricted stock grants from its original award agreement to officers | 10.00% | ||||||
Granted (in shares) | 2,300,000,000 | ||||||
Loan and Security Agreement [Member] | |||||||
Exchange Agreement [Abstract] | |||||||
Face amount | $ 2,700,000 |
STOCKHOLDERS' EQUITY, Stock Opt
STOCKHOLDERS' EQUITY, Stock Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation Expense Recognized [Abstract] | ||
Stock options exercised (in shares) | 0 | 775,000,000 |
Stock-based compensation | $ 0 | $ 1,875 |
STOCKHOLDERS' EQUITY, Income (L
STOCKHOLDERS' EQUITY, Income (Loss) Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract] | ||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 68,837,000,000 | 71,170,000,000 |
Preferred Stock [Member] | ||
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract] | ||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 1,250,000,000 | 2,083,000,000 |
Stock Options [Member] | ||
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract] | ||
Antidilutive securities excluded from computation of diluted loss per share (in shares) | 67,587,000,000 | 69,087,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) User in Millions | Feb. 22, 2022USD ($) | Feb. 02, 2022USD ($) | Feb. 26, 2021USD ($) | Mar. 31, 2022USD ($)Lawsuit | Nov. 30, 2020USD ($)User |
President and Chief Operating Officer [Member] | |||||
Legal Proceedings [Abstract] | |||||
Base salary | $ 400,000 | ||||
Increment percentage on salary each subsequent year | 10.00% | ||||
Chief Financial Officer [Member] | |||||
Legal Proceedings [Abstract] | |||||
Base salary | $ 300,000 | ||||
Increment percentage on salary each subsequent year | 10.00% | ||||
Alleged Claimed Battery Defects For Electronic Cigarette Device [Member] | |||||
Legal Proceedings [Abstract] | |||||
Number of lawsuits | Lawsuit | 2 | ||||
Philip Morris [Member] | |||||
Legal Proceedings [Abstract] | |||||
Number of users approached | User | 14 | ||||
Invested amount | $ 3,000,000,000 | ||||
Philip Morris [Member] | Patent Infringement Litigation [Member] | |||||
Legal Proceedings [Abstract] | |||||
Attorney fees paid | $ 575,000 | ||||
Medical Costs [Member] | Alleged Claimed Battery Defects For Electronic Cigarette Device [Member] | |||||
Legal Proceedings [Abstract] | |||||
Damages sought | $ 400,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 21, 2022USD ($) |
Subsequent Event [Member] | |
Subsequent Events [Abstract] | |
Proceeds from sale of inventory | $ 10,000 |