10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number: 001-38739

TOUGHBUILT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	46-0820877
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

25371 Commercentre Drive, Suite 200 Lake Forest, CA	92630
(Address of principal executive offices)	(Zip Code)
(949) 528-3100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock	TBLT	NASDAQ CAPITAL MARKET
Series A Warrants	TBLTW	NASDAQ CAPITAL MARKET

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of May 17, 2021, the registrant had 81,605,285 shares of common stock, $0.0001 par value per share outstanding.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2021 (UNAUDITED) AND DECEMBER 31, 2020	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2021 AND 2020 (UNAUDITED)	4
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2021 AND 2020 (UNAUDITED)	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2021 AND 2020 (UNAUDITED)	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4.	CONTROLS AND PROCEDURES	31
PART II.	OTHER INFORMATION	32
ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 1A.	RISK FACTORS	33
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33
ITEM 4.	MINE SAFETY DISCLOSURES	33
ITEM 5.	OTHER INFORMATION	33
ITEM 6.	EXHIBITS	34
	SIGNATURES	35

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TOUGHBUILT INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2021			2020
Assets
Current Assets
Cash	$	32,497,932		$	2,194,850
Accounts receivable		14,264,124			10,537,395
Factor receivables, net		1,040,820			807,648
Inventory		11,668,191			8,915,345
Prepaid assets		1,365,842			1,003,774
Subscription receivable		-			837,025
Total Current Assets		60,836,909			24,296,037
Property and equipment, net		4,156,859			3,066,924
Other assets		368,958			127,733
Total Assets	$	65,362,726		$	27,490,694
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	6,130,680		$	6,955,218
Accrued expenses		649,327			598,473
Factor loan payable		536,858			590,950
Total Current Liabilities		7,316,865			8,144,641
Total Liabilities		7,316,865			8,144,641
Commitments and Contingencies (Note 5)
Shareholders’ Equity
Series C Preferred Stock, $0.0001 par value, 5,000,000 authorized, 0 issued and outstanding at March 31, 2021 and December 31, 2020		-			-
Series D Preferred Stock, $1,000 par value, 5,775 shares authorized, 0 issued and outstanding at March 31, 2021 and December 31, 2020, respectively.		-			-
Series E Preferred Stock, $0.0001 par value, 15 shares authorized, 9 and 0 issued and outstanding at March 31, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized, 81,605,285 and 43,918,831 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		8,161			4,392
Additional paid-in capital		124,853,351			80,103,653
Accumulated deficit		(66,815,651	)		(60,761,992	)
Total Shareholders’ Equity		58,045,861			19,346,053
Total Liabilities and Shareholders’ Equity	$	65,362,726		$	27,490,694

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

3

TOUGHBUILT INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2021			2020
Revenues, net of allowances
Metal goods	$	4,345,197		$	2,082,780
Soft goods		7,937,058			1,826,732
Total revenues, net of allowances		12,282,255			3,909,512
Cost of Goods Sold
Metal goods		3,328,000			1,360,513
Soft goods		5,491,127			1,027,230
Total cost of goods sold		8,819,127			2,387,743
Gross profit		3,463,128			1,521,769
Operating expenses:
Selling, general and administrative expenses		7,949,783			4,503,825
Research and development		1,406,385			524,166
Total operating expenses		9,356,168			5,027,991
Loss from operations		(5,893,040	)		(3,506,222	)
Other expense
Interest expense		(160,619	)		(248,437	)
Net loss	$	(6,053,659	)	$	(3,754,659	)
Redemption of Series D Preferred Stock deemed dividend		-			(1,295,294	)
Net loss attributable to common stockholders	$	(6,053,659	)	$	(5,049,953	)
Basic and diluted net loss per share attributed to common stockholders	$	(0.09	)	$	(0.43	)
Basic and diluted net loss per common share
Basic and diluted weighted average common shares outstanding		67,593,607			8,679,959

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

4

TOUGHBUILT INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2021 and 2020

(UNAUDITED)

	Series C Preferred Stock					Series D Preferred Stock						Series E Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance - January 1, 2020		1,268		$	-		5,775		$	4,816,485			-		-		3,300,015	$	330	$	41,823,048		$	(43,413,370	)	$	3,226,493
Redemption of Series D Preferred Stock		-			-		(2,212	)		(1,844,860	)						-		-		(1,295,294	)		-			(3,140,154	)
Issuance of common stock upon Series C preferred conversion		(1,268	)		-					-							126,800		13		(13	)		-			-
Issuance of common stock upon conversion of convertible notes payable		-			-		-			-							200,000		20		(186,171	)		-			(186,151	)
Issuance of common stock and warrants, net of issuance costs		-			-		-			-							4,945,000		495		9,388,245			-			9,388,740
Issuance of common stock upon exercise of warrants		-			-		-			-							2,407,953		241		(241	)		-			-
Stock based compensation expense		-			-		-			-											96,490						96,490
Net loss																								(3,754,659	)		(3,754,659	)
Balance - March 31, 2020		-		$	-		3,563		$	2,971,625			-	$	-		10,979,768	$	1,099	$	49,826,064		$	(47,168,029	)	$	5,630,759
January 1, 2021		-		$	-		-			-			-		-		43,918,831	$	4,392	$	80,103,653		$	(60,761,992	)	$	19,346,053
Issuance of common stock upon conversion of warrants		-			-		-			-							5,408,540		541		5,407,999			-			5,408,540
Issuance of common stock for services		-			-		-			-							150,000		15		188,985			-			189,000
Issuance of common stock		-			-		-			-					-		32,127,914		3,213		39,071,177			-			39,074,390
Issuance of preferred stock													9
Stock based compensation expense		-			-		-			-							-		-		81,537			-			81,537
Net loss		-			-		-			-							-		-		-			(6,053,659	)		(6,053,659	)
Balance - March 31, 2021		-		$	-		-		$	-			9	$	-		81,605,285	$	8,161	$	124,853,351		$	(66,815,651	)	$	58,045,861

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

5

TOUGHBUILT INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities:
Net loss	$	(6,053,659	)	$	(3,754,659	)
Adjustments to reconcile from net loss to net cash used in operating activities:
Depreciation		296,016			84,924
Amortization of debt discount and debt issuance cost		-			232,148
Stock-based compensation expense		81,537			96,490
Amortization of capitalized contract costs		213,353			-
Common stock issued for services		189,000			-
Changes in operating assets and liabilities
Accounts receivable, net		(3,726,729	)		333,379
Factor receivables, net		(233,172	)		(807,236	)
Inventory		(2,752,846	)		382,397
Prepaid assets		(575,421	)		54,484
Other assets		(241,225	)		(5,000	)
Accounts payable		(1,242,183	)		(748,131	)
Accrued expenses		50,854			95,918
Net cash used in operating activities		(13,994,475	)		(4,035,286	)
Cash flows from investing activities:
Purchases of property and equipment		(968,306	)		(158,862	)
Net cash used in investing activities		(968,306	)		(158,862	)
Cash flows from financing activities:
Proceeds from sales of common stock and warrants, net of costs		-			9,388,740
Proceeds from exercise of warrants		5,408,540			-
Proceeds from issuance of stock, net of costs		39,911,415			-
Proceeds from factor loan payable		-			598,160
Repayments of factor loan payable		(54,092	)		-
Repayments of Series D Preferred Stock		-			(3,140,154	)
Net cash provided by financing activities		45,265,863			6,846,746
Net increase in cash		30,303,082			2,652,598
Cash, beginning of period		2,194,850			25,063
Cash, end of period	$	32,497,932		$	2,677,661
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Cashless exercise of warrants	$	-		$	241
Conversion of Series C Preferred Stock to common stock	$	-		$	13
Conversion of convertible notes payable to common stock	$	-		$	186,151
Purchases of property and equipment in accounts payable	$	417,645		$	-

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

6

TOUGHBUILT INDUSTRIES, INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2021 and 2020

(Unaudited)

NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION

General

The unaudited condensed consolidated financial statements of ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 should be read in conjunction with the financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities Exchange Commission (“SEC”) on March 26, 2021 and can also be found on the Company’s website (www.toughbuilt.com). ToughBuilt was incorporated under the laws of the State of Nevada on April 9, 2012 under the name Phalanx, Inc., and on December 29, 2015, Phalanx, Inc. changed its name to ToughBuilt Industries, Inc.

On April 15, 2020, the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. As a result of the Reverse Split, each ten shares of issued and outstanding prior to the Reverse Split were converted into one share of common stock. All share and per share numbers in the unaudited condensed consolidated financial statements and notes below have been revised retroactively to reflect the Reverse Split.

Nature of Operations

In these notes, the terms “we”, “our”, “ours”, “us”, “it”, “its”, “ToughBuilt”, and the “Company” refer to ToughBuilt Industries, Inc.

The Company designs and distributes tools and accessories to the home improvement community and the building industry. The Company aspires to augment brand loyalty in part from the enlightened creativity of its end users throughout the global tool market industry. The Company holds exclusive patents and licenses to develop, manufacture, market and distribute various home improvement and construction product lines for both Do-it-Yourself (“DIY”) and professional trade markets under the TOUGHBUILT® brand name.

TOUGHBUILT distributes products in the following categories, all designed and engineered in the United States and manufactured by third party vendors in China, with manufacturing being brought online in India and the Philippines:

● tool belts, tool bags and other personal tool organizer products;

● complete line of knee pads for various construction applications; and

● job-site tools and material support products consisting of a full line of miter-saws and table saw stands, saw horses/job site tables and roller stands.

On February 24, 2020, the Company closed on the public offering of 0.445 million shares of its common stock, for gross proceeds of $912,250 based upon the overallotment option arising from the closing of its January 28, 2020 public offering. In the January 28, 2020 public offering, the Company sold 4.5 million shares of its common stock and 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock) from which it received gross proceeds of $9,472,250.

7

On June 12, 2020, the Company closed on the public offering of 1.7 million shares of its common stock, for gross proceeds of $1,683,000 based upon the overallotment option arising from the closing of its June 2, 2020 public offering. In the June 2, 2020 public offering, the Company sold 19 million shares of its common stock and 20.7 million warrants from which it received gross proceeds of $19,017,000.

On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. During January 2021, the Company has raised approximately $16,200,000 through the sale of 14,962,139 million shares of the Company’s common stock.

On February 2, 2021, the Company terminated the First S-3 and filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by the Company of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second S-3 was declared effective by the SEC on February 8, 2021. The Company terminated the First S-3 simultaneously with the filing of the Second S-3. As of the termination of the First S-3, the Company had sold $19,763,121 through the sale of 18,616,339 shares of common stock.

During February to March 2021, the Company has raised approximately $22,800,000 through the sale of 17,165,775 shares of the Company’s common stock in connection with the Second ATM Agreement.

As of March 31, 2021, the Company has sold an aggregate of 35,782,113 shares of common stock under the First S-3 and Second S-3 for gross proceeds of $42,563,121.

Risk and Uncertainty Concerning Covid-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All of our Chinese facilities were temporarily closed for a period of time. Most of these facilities have been reopened. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity

As of March 31, 2021, the Company’s principal sources of liquidity consisted of approximately $32.5 million of cash and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses as a percentage of expected revenue on an annual basis and thus may use its cash balances in the short-term to invest in revenue growth. Based on current internal projections, the Company believes it has and/or will generate sufficient cash for its operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying financial statements. Management is focused on growing the Company’s existing product offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

Basis of Presentation

These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP) and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X.

8

The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended March 31, 2021 and 2020; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements on Form 10-Q, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period. The information included in this Quarterly Report on Form 10-Q should be read in connection with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Toughbuilt Industries UK Limited. All intercompany balances and transaction are eliminated.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents at March 31, 2021 and December 31, 2020.

Accounts Receivable

Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At March 31, 2021 and December 31, 2020, no allowance for doubtful accounts was recorded.

The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”. ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. Even though the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable), it does not meet the third test of effective control since its accounts receivable sales agreement with a third-party factor requires it to be liable in the event of default by one of its customers. Because it does not meet all three conditions, it does not qualify for sale treatment of its accounts receivable, and its debt thus incurred is presented as a secured loan liability, entitled “Factor loan payable”, on its balance sheet. The Company recorded a sales discount of $13,000 at March 31, 2021 and December 31, 2020.

Inventory

Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At March 31, 2021 and 2020, there were no reserves for obsolete and slow-moving inventory.

9

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three months ended March 30, 2021 and 2020, respectively.

Fair Value of Financial Instruments and Fair Value Measurements

The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company had no instruments requiring such valuation as of March 31, 2021 and December 31, 2020.

Revenue Recognition

The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed. See Note 7 for further information on revenue recognition.

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Income Taxes

The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance.

During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020.

The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes,” as of January 1, 2021. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this guidance did not have a material impact on its financial statements.

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Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values. In addition, as of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplified aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The adoption of this guidance did not have a material impact on the financial statements.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.

The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.

The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance.

Loss Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

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	Three Months Ended March 31,
	2021			2020
Net loss computation of basic and diluted net loss per common share:
Net loss	$	(6,053,659	)	$	(3,754,659	)
Less: Redemption of Series D Preferred Stock deemed dividend		-			(1,295,294	)
Net loss attributable to common stockholders	$	(6,053,659	)	$	(5,049,953	)
Basic and diluted net loss per share:
Basic net loss per common share	$	(0.09	)	$	(0.43	)
Basic weighted average common shares outstanding		67,593,607			8,679,959
Diluted net loss per common share	$	(0.09	)	$	(0.43	)
Diluted weighted average common shares outstanding		67,593,607			8,679,959

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of March 31, (in common equivalent shares):

	2021		2020
Preferred shares		-		356,300
Warrants		16,516,562		1,274,102
Series A & B Notes		-		535,105
Options and restricted stock units		203,135		112,500
Total anti-dilutive weighted average shares		16,719,697		2,278,007

No Segment Reporting

The Company operates one reportable segment referred to as the tools segment. A single management team that reports to the Chief Executive Officer comprehensively manages the business. Accordingly, the Company does not have separately reportable segments.

Recent Accounting Pronouncements

As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021 and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements.

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In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduced diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified modification or exchange. ASU 2021-04 is effective for annual periods beginning after December 15, 2021, including interim periods within those annual reporting periods. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

NOTE 3: FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE

In April 2013, the Company entered into a financing arrangement with a third-party purchase order financing company (the “Factor”), whereby the Company assigned to the Factor selected sales orders from its customers in exchange for opening a letter of credit (“LC”) with its vendors to manufacture its products. The Company paid an initial fixed fee of 5% of the cost of products it purchased from the vendor upon opening the LC, and 1% each 30 days thereafter, after the LC is funded by the Factor until such time as the Factor receives the payment from the Company’s customers. The factoring agreement provides for full recourse against the Company for factored accounts receivable that are not collected by the Factor for any reason, and the collection of such accounts receivable is fully secured by substantially all of the receivables of the Company. The factoring advances for the LCs at March 31, 2021 and December 31, 2020 have been treated as a loan payable to third party in the accompanying balance sheets, and total outstanding accounts receivable factored, net of allowance for sales returns, discounts and rebates of $13,000 as of March 31, 2021 and December 31, 2020, were $1,040,820 and $807,648, respectively.

NOTE 4: PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

	March 31, 2021			December 31, 2020
Furniture	$	316,969		$	183,672
Computers		690,238			586,749
Production equipment		272,182			182,446
Automobile and transportation		412,509			635,542
Tooling and molds		2,748,606			1,989,366
Application development		-			93,435
Website design		544,569			507,088
Leasehold Improvements		42,249			42,249
Office Construction		35,741			-
Development		543,435			-
		5,606,498			4,220,547
Less: accumulated depreciation		(1,449,639	)		(1,153,623	)
Property and Equipment, net	$	4,156,859		$	3,066,924

Depreciation and capitalized costs with respect thereto consists of the following:

	Three Months Ended March 31,
	2021		2020
Depreciation expense	$	296,016	$	84,924

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On January 3, 2017, the Company executed a non-cancellable operating lease for its principal office with the lease commencing February 1, 2017 for a five (5) year term. The Company paid a security deposit of $29,297. The lease required the Company to pay its proportionate share of direct costs estimated to be 22.54% of the total property, a fixed monthly direct cost of $6,201 for each month during the term of the lease, and monthly rental pursuant to the lease terms.

The Company entered into a lease for office space at 8669 Research Drive, in Irvine, CA, which is to replace the current corporate headquarters. The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020, a security deposit and the amount due for property taxes, insurance and association fees.

On August 30, 2018, the Company entered into an agreement with a customer to pay a slotting allowance of $1,000,000 payable in three annual installments of $333,334 on March 1, 2019, $333,333 on March 1, 2020 and $333,333 on March 1, 2021.

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Future minimum lease and other commitments of the Company are as follows:

For the years ending December 31,	Building leases
2021 (remaining)	$	377,813
2022		343,821
2023		341,653
2024		358,085
Thereafter		89,521
	$	1,510,893

The Company recorded rent expense of $216,550 and $206,088 for the three months ended March 31, 2021 and 2020, respectively. The Company recorded a slotting expense of $83,334 and $83,334 for the three months ended March 31, 2021 and 2020, respectively.

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Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Edwin Minassian v. Michael Panosian and ToughBuilt Industries, Inc., Los Angeles Superior Court Case No. EC065533.

On August 16, 2016, Plaintiff Edwin Minassian filed a complaint against the Company and Michael Panosian in the Superior Court of California, County of Los Angeles, Case No. EC065533. The complaint alleges breach of oral contracts to pay Plaintiff for consulting and finder’s fees, and to hire him as an employee. The complaint further alleged claims of fraud and misrepresentation relating to an alleged payment in exchange for stock in the Company. The complaint seeks unspecified monetary damages, declaratory relief, stock in the Company, and other relief according to proof.

On April 12, 2018, the Court entered judgments of default against the Company and Mr. Panosian in the amounts of $7,080 and $235,542, plus awarding Mr. Minassian a 7% ownership interest in the Company (the “Judgments”). Mr. Minassian served notice of entry of the judgments on April 17, 2018 and the Company and Mr. Panosian received notice of the entry of the default judgments on April 19, 2018.

The Company and Panosian satisfied the judgments on September 14, 2018 by payment of $252,949 to Plaintiff Minassian and by issuing Plaintiff Minassian 376,367 shares of common stock of the Company. On October 18, 2018, the Company and Panosian filed a Notice of Appeal from the Order denying their motion for relief from the above-referenced default judgment.

On October 1, 2019, the Second Appellate District of the California Court of Appeal issued its opinion reversing the trial court’s order denying ToughBuiltToughBuilt’s motion for relief from the default judgment and directing the trial court to grant ToughBuiltToughBuilt’s motion for relief, including allowing ToughBuilt to file an Answer and contest Minassian’s claims.

The appellate court recently issued a remittitur officially transferring the matter from the appellate court back to the trial court for further proceedings consistent with its ruling, and the Company and Panosian have filed an Answer to the Complaint. The trial court has not yet set a trial date, and discovery in this case is just now beginning. The Company intends to vigorously defend the Complaint and seek to recover the compensation and stock previously paid to satisfy the now vacated default judgment. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation.

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Minassian seeks damages and stock based on a breach of an alleged oral agreement. Discovery is presently ongoing. In addition, Plaintiff Minassaian is in violation of a court order for restitution and the Company is engaged in collection efforts to enforce that order. A trial date has been set for June 8, 2021.

Design 1^st v. ToughBuilt Industries, Inc., American Arbitration Association

On November 26, 2019, Claimant Design 1^st filed a Demand for Arbitration against ToughBuilt Industries seeking $169,094 in damages, plus attorney’s fees and costs. Claimant contends the Company breached a written contract by failing to pay for design services. ‘The Company filed a Cross-Demand for Arbitration against Claimant seeking $394,956 in damages, plus attorney’s and costs alleging Claimant breached the same contract by performing negligent services, failing to meets its obligations under the contract, and fraudulent billing. An arbitration hearing has not yet been scheduled by the arbitrator, Grant Kim, and discovery has not yet commenced. The Company intends to vigorously defend the Demand for Arbitration. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation.

The Company’s submission of its case brief outlining its claims and defense in full was due on December 11, 2020. Design 1st’s submission was due on January 9, 2021. The parties have the option to take depositions after January 9, 2021. The arbitration hearing occurred in April 2021, and the Company is currently awaiting the resolution.

Design 1st is seeking $169,094 based on a claim for breach of contract for failure to pay, and the Company seeks $394,956 on its counter claim for breach of contract and fraud. The subject contract also contains an attorney’s fees clause providing that the prevailing party is entitled to recover attorney’s fees and costs, the precise amount of which will not be known until the prevailing party submits its attorney’s fees and costs during or following trial.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT)

At March 31, 2021 and December 31, 2020, the Company had 200,000,000 and 200,000,000 shares of common stock authorized, respectively, and 5,000,000 shares of Series C preferred stock authorized, both with a par value of $0.0001 per share. In addition, as of March 31, 2021, the Company had 5,775 shares of Series D preferred stock, authorized, with a par value of $1,000 per share. and 15 shares of Series E Preferred Stock, par value $0.0010 per share, authorized.

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Common Stock and Preferred Stock

On February 24, 2020, the Company closed on the public offering of 0.445 million shares of its common stock, for gross proceeds of $912,250 based upon the overallotment option arising from the closing of its January 28, 2020 public offering. In the January 28, 2020 public offering, the Company sold 4.5 million shares of its common stock and 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock) from which it received gross proceeds of $9,472,250.

On June 12, 2020, the Company closed on the public offering of 1.7 million shares of its common stock, for gross proceeds of $1,683,000 based upon the overallotment option arising from the closing of its June 2, 2020 public offering. In the June 2, 2020 public offering, the Company sold 19 million shares of its common stock and 20.7 million warrants from which it received gross proceeds of $19,017,000.

During 2020, 1,268 shares of Series C Preferred Stock converted into 126,800 shares of the Company’s common stock and 3,563 shares of Series D Preferred Stock converted into 3,141,426 shares of the Company’s common stock.

During 2020, $3,200,000 principal amount of Notes was converted into the Company’s common stock.

During 2020, the Company granted 360,000 shares of common stock to consultants in consideration for services rendered.

On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. During January 2021, the Company has raised approximately $16,200,000 through the sale of 14,962,139 million shares of the Company’s common stock.

On February 2, 2021, the Company filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by us of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second S-3 was declared effective by the SEC on February 8, 2021.

During February to March 2021, the Company has raised approximately $22,800,000 through the sale of 17,165,775 shares of the Company’s common stock in connection with the Second ATM Agreement.

As of March 31, 2021, the Company has the ability to raise approximately $76,400,000 under the Second ATM Agreement.

As of March 31, 2021, the Company has sold an aggregate of 35,782,113 shares of common stock under the First S-3 and Second S-3 for gross proceeds of $42,563,121.

On March 26, 2021, the Company filed with the Nevada Secretary of State a certificate of designation therein establishing the Series E Preferred Stock consisting of fifteen (15) shares, and the Company issued nine (9) shares of such preferred stock to an institutional investor pursuant to an exchange agreement, dated November 20, 2020, between the Company and the investor.

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Warrants

Placement Agent Warrants

The Company has issued an aggregate of 24,758 warrants to the placement agents to purchase one share of its common stock per warrant at an exercise price of $120 per share for 4,758 warrants and $10 for 20,000 warrants. The warrants issued in its October 2016 Private Placement shall expire on October 17, 2021, and the warrants issued in its March 2018 Private Placement, May 2018 Private Placement and August 2018 Financing shall expire on September 4, 2023. The exercise price and number of shares of common stock or other securities issuable on exercise of such warrants are subject to customary adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company.

As of March 31, 2021, all placement agent warrants, issued prior to the August 19, 2019 financing had been exercised, and the 20,000 warrants issued in the August 19, 2019 financing are the only placement agent warrants which remain outstanding, which have an exercise price of $10.

As of March 31, 2021 and December 31, 2020, 20,000 warrants and 20,000 warrants, respectively, have been issued to the placement agents and are outstanding and are currently exercisable.

Class B Warrants

The holders of the Class B Warrants did not exercise any of their warrants during the three months ended March 31, 2021. Class B Warrants have an exercise price of $120.00 per share and shall expire between October 17, 2021 and May 15, 2023.

As of March 31, 2021 and December 31, 2020, the Company had 26,550 Class B Warrants issued and outstanding.

Series A Warrants and Series B Warrants

On January 24, 2019, the Company entered into an exchange agreement with two institutional investors pursuant to which these investors exercised Series A Warrants to purchase 42,412 shares of the Company’s common stock for total cash proceeds of $2,172,680 to the Company, net of costs of $159,958. The two investors also exchanged Series A Warrants to purchase 50,894 shares of its common stock into 50,894 shares of its common stock and received new warrants to purchase an aggregate of 933,056 shares of its common stock. These new warrants have terms substantially similar to the terms of the Company’s Series A Warrants, except that the per share exercise price of the new warrants is $36.70, and the warrants are not exercisable until July 24, 2019, the six-month anniversary of the date of issuance. Each warrant expires on the fifth anniversary of the original issuance date.

As of March 31, 2021 and December 31, 2020, the Company had 519,001 Series A Warrants issued and outstanding.

2020 Offering Warrants

In the January 28, 2020 public offering, the Company sold 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock).In the June 2, 2020 public offering, the Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 million shares of common stock.) Each warrant expires on the fifth anniversary of the original issuance date. During 2021, 5,408,540 warrants were converted to common stock.

As of March 31, 2021, the Company had 15,371,574 2020 Offering Warrants issued and outstanding.

The 2016 Equity Incentive Plan

The 2016 Equity Incentive Plan (the “2016 Plan”) was adopted by the Board of Directors and approved by the shareholders on July 6, 2016. The awards per 2016 Plan may be granted through July 5, 2026 to the Company’s employees, consultants, directors and non-employee directors provided such consultants, directors and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raising transaction. The maximum number of shares of our common stock that may be issued under the 2016 Plan is 200,000 shares, which amount will be (a) reduced by awards granted under the 2016 Plan, and (b) increased to the extent that awards granted under the 2016 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2016 Plan). No employee will be eligible to receive more than 12,500 shares of common stock in any calendar year under the 2016 Plan pursuant to the grant of awards.

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On January 3, 2017, the Board of Directors of the Company approved and granted to the President/Chief Executive Officer of the Company, an option to purchase 12,500 shares of the Company’s Common Stock (“Option”) under the Company’s 2016 Plan. The Option will have an exercise price that is no less than $100.00 per share and will vest over four (4) years, with 25% of the total number of shares subject to the Option vesting on the one (1) year anniversary of the date of grant and, the remainder vesting in equal installments on the last day of each of the thirty-six (36) full calendar months thereafter. Vesting will depend on the Officer’s continued service as an employee with the Company and will be subject to the terms and conditions of the 2016 Plan and the written Stock Option Agreement governing the Option. As of December 31, 2018, the Company estimated the fair value of the options using the Black-Scholes option pricing model was $448,861. The Company recorded compensation expense of $28,154 for the three months ended March 31, 2020. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $3.060 at the issuance date; a risk-free interest rate of 1.72% and the expected volatility of the Company’s common stock of 315.83% (estimated based on the common stock of comparable public entities). As of March 31, 2021, there was no unrecognized compensation expense.

The 2018 Equity Incentive Plan

Effective July 1, 2018, the Board of Directors and the stockholders of the Company approved and adopted the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan supplements, and does not replace, the existing 2016 Equity Incentive Plan. Awards may be granted under the 2018 Plan through June 30, 2023 to the Company’s employees, officers, consultants, and non-employee directors. The maximum number of shares of our common stock that may be issued under the 2018 Plan is 3.5 million (3,500,000) shares, which amount will be (a) reduced by awards granted under the 2018 Plan, and (b) increased to the extent that awards granted under the 2018 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2018 Plan). Currently, no employee will be eligible to receive more than 350,000 shares of common stock (10% of authorized shares under the 2018 Plan) in any calendar year under the 2018 Plan pursuant to the grant of awards. When the Board first adopted the 2018 Plan on July 1, 2018, there were 100,000 shares authorized for issuance under the 2018 Plan. On September 12, 2018, the Board of Directors approved to increase the number of shares of common stock reserved for future issuance under the 2018 Plan from 100,000 shares to 200,000 shares. On June 9, 2019, the Board of Directors approved to increase the authorized shares under the 2018 Plan to 2 million (2,000,000) shares. On February 14, 2020, the Board of Directors approved to increase the number of shares of common stock reserved for future issuance under the 2018 plan to 3.5 million (3,500,000) shares. On September 14, 2018, 100,000 shares of common stock underlying awards under the 2018 Plan were granted to the employees and officers, 25% vesting immediately on the date of grant and 25% vesting each year thereafter on the three subsequent anniversaries of the grant date. The Company estimated the fair value of the options using the Black-Scholes option pricing model was $1,241,417. The key valuation assumptions used consist, in part, of the price of the Company’s common stock at $3.90 or $4.29 at the issuance date; a risk-free interest rate ranging of 1.9% and the expected volatility of the Company’s common stock ranging from of 40% (estimated based on the common stock of comparable public entities)

On April 4, 2020, the Company granted 90,635 restricted stock units to two officers of the Company. These units have the following vesting term: 33% on January 1, 2021, 34% on January 1, 2022 and 33% on January 1, 2023. The fair value of these units as of granted date was $144,110 based upon the closing price of the Company’s stock.

The Company recorded compensation expense of $81,537 and $68,336 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the unrecognized compensation expense was $295,779 which will be recognized as compensation expense over 1.78 years.

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NOTE 7: REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES

The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenue is recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, because revenue is recognized at the point in time goods are sold to customers, there are no contract asset or contract liability balances. The Company does not disclose remaining performance obligations related to contracts with durations of one year or less as allowed by the practical expedient applicable to such contracts.

The Company disaggregates its revenues by major geographic region. See Note 8, Concentrations, Geographic Data, and Sales by Major Customers, for further information.

The Company accounts for fees paid to Amazon for products sold through its Amazon Stores as operating expense.

The Company offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determining the transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenue. Other discounts and allowances can vary and are determined at management’s discretion (variable consideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-moving merchandise, and consequently accrues an allowance based on historic credits and management estimates. Further, the Company allows sales returns, consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal.

The Company also participates in cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange for customer purchased advertising that features the Company’s products. Generally, these allowances range from 2% to 5% of gross sales and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. These cooperative advertising arrangements provide a distinct benefit and fair value, and are accounted for as direct selling expenses.

Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore, the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred.

The Company has also elected to adopt the practical expedient related to shipping and handling fees which allows the Company to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. Therefore, shipping and handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred

During 2020, the Company incurred costs to obtain a contract. Such costs amounted to $853,412. The Company expects to recover those costs through future revenue during the period of the contract. The Company is amortizing these costs over one year which is the stated term of the contract. As of March 31, 2021, the remaining capitalized contract costs amounted to $425,706.

The Company’s reserve for sales returns and allowances amounted to $13,000 as of March 31, 2021 and December 31, 2020.

NOTE 8: CONCENTRATIONS

Concentration of Purchase Order Financing

The Company used a third-party financing company for the quarters ended March 31, 2021 and 2020, respectively, which provided letters of credit to vendors for a fee against the purchase orders received by the Company for sale of products to its customers. The letters of credit were issued to the vendors to manufacture Company’s products pursuant to the purchase orders received by the Company.

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Concentration of Customers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of customers:

	Percentage of revenues for the Three Months Ended						Percentage of accounts receivables as of
	March 31,						March 31,
	2021			2020			2021			2020
Customer 1		37	%		0	%		60	%		0	%
Customer 2		17	%		26	%		6	%		9	%
Customer 3		10	%		21	%		7	%		36	%
Customer 4		8	%		18	%		9	%		17	%
Customer 5		6	%		5	%		7	%		15	%

Concentration of Suppliers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of suppliers:

	Percentage of purchases for the					Percentage of accounts
	Three Months Ended					payable as of
	March 31,					March 31,
	2021			2020		2021			2020
Supplier 1		51	%	11	%		8	%		29	%
Supplier 2		24	%	0	%		0	%		14	%
Supplier 3		11	%	21	%		16	%		6	%
Supplier 4		10	%	10	%		8	%		6	%
Supplier 5		0	%	22	%		16	%		0	%
Supplier 6		0	%	16	%		12	%		0	%

Concentration of Credit Risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2021 and 2020. The Company’s bank balances exceeded FDIC insured amounts at times during the three months ended March 31, 2021 and 2020. The Company’s bank balance exceeded the FDIC insured amounts as of March 31, 2021 by approximately $32.2 million.

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Geographic Concentration

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following geographic concentrations:

	Percentage of revenues for the						Percentage of accounts
	Three Months Ended						receivable as of
	March 31,						March 31,
	2021			2020			2021			2020
Australia		0	%		3	%		0	%		4	%
Canada		4	%		11	%		4	%		11	%
Europe		3	%		7	%		3	%		7	%
USA		92	%		81	%		92	%		80	%
Other		1	%		-2	%		1	%		-2	%

NOTE 9: SENIOR SECURED CONVERTIBLE NOTES

On August 19, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which it sold $11.5 million aggregate principal amount of promissory notes (at an aggregate original issue discount of 15%) to the investor in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The first note (the “Series A Note”) has a face amount of $6.72 million for which the investor paid $5 million in cash. The second note (the “Series B Note” and with the Series A Note, collectively referred to as the “Notes”) has a principal amount of $4.78 million for which the investor paid $4.78 million in the form of a full recourse promissory note issued by the investor to the Company (the “Investor Note”) secured by $4.78 million in cash or cash equivalents of the investor (i.e.an original issue discount of approximately 15% to the face amount of the Series B Note). No portion of the Series B Note may be converted into shares of our common stock (the “Common Stock”) until the corresponding portion of the Investor Note has been prepaid to the Company in cash, at which point in time such portion of the Series B Note shall be deemed “unrestricted”. The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company’s option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company.

During 2020, the Company received $3,000,000 in connection with the Investor Note.

The Notes are senior secured obligations of the Company secured by a lien on all assets of the Company, bear no interest (unless an event default has occurred and is continuing) and mature on December 31, 2020. The Notes will be convertible at $1.00 into a fixed number of shares (the “Conversion Shares”). The Notes are convertible at the Holder’s option, in whole or in part, at any time after closing. The Conversion Price will be subject to adjustment for stock dividends, stock splits, anti-dilution and other customary adjustment events.

The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an “Installment Date”). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock. However, if the 30-day volume weighted average price of the Common Stock (the “VWAP”) of the Company falls below 50% of the market price of a share of the Company’s common stock or the Company fails to satisfy certain other equity conditions, the repayment amount is payable in shares of Common Stock only unless the Investor(s) waive any applicable equity condition. If the Company elects to satisfy all or any portion of an installment in shares of Common Stock, the Company will pre-deliver such shares of Common Stock to the investor on the 23rd trading day prior to the applicable Installment Date, with a true-up of shares (if necessary) on the Installment Date. Any excess shares of Common Stock shall be applied to subsequent installments.

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The shares used to meet a Principal Repayment (“Installment Shares”) would be valued at a conversion price calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the 20 trading days prior to the payment date or (ii) 85% of the VWAP of the trading day prior to payment date (“Installment Price”) with a floor of $0.10.

All amortization payments shall be subject to the Investors’ right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $500,000 per trading day or (b) 40% of the volume traded on a given day as reported by Bloomberg LP.

Upon completion of a Change of Control, the Holders may require the Company to purchase any outstanding Notes in cash at 125% of par plus accrued but unpaid interest. The Company shall have the right to redeem any and all amounts of the outstanding Note at 125% of the greater of (a) Principal Amount plus accrued but unpaid interest (if any), or (b) Conversion Value plus accrued but unpaid interest (if any) provided the Company has satisfied certain equity conditions. The Company must give the Investor(s) ninety (90) business days’ prior notice of any such redemption.

Prior to all outstanding amounts under the Note being repaid in full, the Company will not create any new encumbrances on any of its or its subsidiaries’ assets without the prior written consent of the Lender, with a carve out for a working capital facility of which the details are to be determined. The Notes shall also be subject to standard events of default and remedies therefor.

The Company filed a registration statement (“Effectiveness Date”) on Form S-1 (file No: 333-233655) covering the resale of the shares underlying the Series A Note, the Series B Note and Warrants which was declared effective by the SEC on October 15, 2019.

In connection with the granting of the Notes, the Company shall issue detachable warrants to the Investor, exercisable in whole or in part at any time during the five years from the date of issuance, in amount equal to 50% of the conversion shares underlying the Notes and have an exercise price of $1.00 per share. To the extent the Company has a change of control or a spinoff, the warrants provide for a put for the warrants to the Company at their Black- Scholes Valuation. The value of the warrants amounted to $575,000 and was recoded as debt discount in the accompanying balance sheet.

Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance. Consummation of the transaction has been subject to certain conditions precedent, including the Company agrees to procure an approval of this transaction at its annual shareholder meeting scheduled no later than 180 days after the Closing Date and agrees to procure voting agreements from principal shareholders prior to closing of the Company.

On December 23, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which the investor is exchanging $5.5 million principal amount of its August 19, 2019 Series A Senior Secured Note for 5,775 shares of its Series D Preferred Stock, which was authorized by the Company’s Board of Directors on December 21, 2019.

During the year ended December 31, 2020, the Company received $3,000,000 in connection with the Investor Note. Also, during the year ended December 31, 2020, $3,200,000 principal amount of Notes was converted into common stock.

On November 20, 2020, the Company and the investor entered into an exchange agreement (the “Exchange Agreement”) whereas the investor exchanged the balance of $2,131,050 of outstanding Notes for the following: an aggregate cash payment of $744,972, an aggregate of 1,850,000 shares of the Company’s common stock, a warrant to purchase up to an aggregate of 575,000 shares of the Company’s common stock for $1.00 per share, and nine shares of Series E Non-Convertible Preferred Stock of the Company. The Series E Preferred Stock has not yet been issued. In addition, the Company relinquished their note receivable of $1,480,000 owed from the investor. As a result of this transaction, the Company recorded a loss of $1,810,712.

During April 2020, the Company entered into a promissory note with an approved lender in the principal amount of $399,300. The note was approved under the provisions of the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) and the terms of the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program (“PPP Loan”). The Company repaid the PPP Loan in full during June 2020.

NOTE 10: SUBSEQUENT EVENTS

Management has evaluated subsequent events through May 17, 2021, the date which the condensed consolidated financial statements were issued noting that there were no events or transactions that would impact the accounting for events or transactions in the current period or require additional disclosures.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended to help investors understand our business, financial condition, results of operations, liquidity, and capital resources. You should read this discussion together with our consolidated financial statements and related notes thereto included elsewhere in this Form 10-Q and in conjunction with the Company’s Form 10-K for the year ended December 31, 2020. All common share and per common share numbers have been retroactively adjusted to reflect the 1-for-10 reverse stock split effected on April 15, 2020.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes”, “estimates”, and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

●  our limited operating history;

●  our ability to manufacture, market and sell our products;

●  our ability to maintain or protect the validity of our U.S. and other patents and other intellectual property;

●  our ability to launch and penetrate markets;

●  our ability to retain key executive members;

●  our ability to internally develop new inventions and intellectual property;

●  interpretations of current laws and the passages of future laws; and

●  acceptance of our business model by investors.

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The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking statements.

Moreover, new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this Quarterly Report on Form 10-Q. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Quarterly Report on Form 10-Q.

Company History

Our Company was incorporated on April 9, 2012 as Phalanx, Inc., in the state of Nevada and changed its name to ToughBuilt Industries, Inc. on December 29, 2015.

Business Overview

We were formed to design, manufacture, and distribute innovative tools and accessories to the building industry. We market and distribute various home improvement and construction product lines for both do-it-yourself (“DIY”) and professional markets under the TOUGHBUILT® brand name, within the global multibillion dollar per year tool market. All of our products are designed by our in-house design team. Since our initial launch of product sales seven years ago, we have experienced annual sales growth from approximately $1,000,000 in 2013 to $20,000,000 in 2019 (or $19,090,071 net of allowances).

Since August 2013, pursuant to a Service Agreement, we have been collaborating with Belegal, a Chinese firm, whose team of experts has provided ToughBuilt with additional engineering, sourcing services, and quality control support for our operations in China. Belegal assists us with supply-chain management (process and operations in China) for our operations in China, among other things, facilitating the transmission of our purchase orders to our suppliers in China, conducting “in-process” quality checking and inspection, and shipping end-products manufactured in China to their final destinations. In accordance with the agreement, we pay all of the monthly costs for payroll, overhead and other operation expenses associated with the Belegal’s activities on behalf of ToughBuilt.

Our business is currently based on development of innovative and state of the art products, primarily in tools and hardware category, with particular focus on building and construction industry with the ultimate goal of making life easier and more productive for contractors and workers alike. Our current product line includes two major categories related to this field, with several additional categories in various stages of development, consisting of Soft Goods and Kneepads and Sawhorses and Work Products.

ToughBuilt designs and manages its product life cycles through a controlled and structured process. We involve customers and industry experts from our target markets in the definition and refinement of our product development. Product development emphasis is placed on meeting and exceeding industry standards and product specifications, ease of integration, ease of use, cost reduction, design-for manufacturability, quality, and reliability.

Our mission consists, of providing products to the building and home improvement communities that are innovative, of superior quality derived in part from enlightened creativity for our end users while enhancing performance, improving well-being and building high brand loyalty.

During 2020, we expanded its product line with Lowes. Lowe.ca will now carry a wide array of ToughBuilt products, including but not limited to Cliptech tool belts, bags and totes, knee pads, sawhorses, and Miter Saw Stands. Lowe’s Canadian customers will now have the option to purchase ToughBuilt products while they shop online at www.lowes.ca..

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JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions from, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the IPO, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period.

Competition

The tool equipment and accessories industry is highly competitive on a worldwide basis. We compete with a significant number of other tool equipment and accessories manufacturers and suppliers to the construction, home improvement and Do-It-Yourself industry, many of which have the following:

●  Significantly greater financial resources than we have;

●  More comprehensive product lines;

●  Longer-standing relationships with suppliers, manufacturers, and retailers;

●  Broader distribution capabilities;

●  Stronger brand recognition and loyalty; and

●  The ability to invest substantially more in product advertising and sales.

Our competitors’ greater capabilities in the above areas enable them to better differentiate their products from ours, gain stronger brand loyalty, withstand periodic downturns in the construction and home improvement equipment and product industries, compete effectively on the basis of price and production, and more quickly develop new products. These competitors include DeWalt, Caterpillar, and Samsung Active.

The markets for our mobile products and services are also highly competitive and we are confronted by aggressive competition in all areas of its business. These markets are characterized by frequent product introductions and rapid technological advances that have substantially increased the capabilities and use of mobile communication and media devices, personal computers and other digital electronic devices. Our competitors who sell mobile devices and personal computers based on other operating systems have aggressively cut prices and lowered their product margins to gain or maintain market share. Our financial condition and operating results can be adversely affected by these and other industry-wide downward pressures on gross margins. Principal competitive factors important to us include price, product features, relative price/performance, product quality and reliability, design innovation, a strong third-party software and peripherals ecosystem, marketing and distribution capability, service and support, and corporate reputation.

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We are focused on expanding its market opportunities related to mobile communication and media devices. These industries are highly competitive and include several large, well-funded and experienced participants. We expect competition in these industries to intensify significantly as competitors attempt to imitate some of the features of the Company’s products and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more competitive than those they currently offer. These industries are characterized by aggressive pricing practices, frequent product introductions, evolving design approaches and technologies, rapid adoption of technological and product advancements by competitors, and price sensitivity on the part of consumers and businesses. Competitors include Apple, Samsung, and Qualcomm, among others.

Risk and Uncertainty Concerning COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All of our Chinese facilities were temporarily closed for a period of time. Most of these facilities have been reopened. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

The three months ended March 31, 2021 compared to the three months ended March 31, 2020.

Revenues

Revenues for the three months ended March 31, 2021 and 2020 were $12,282,255 and $3,909,512, respectively, consisted of metal goods and soft goods sold to customers. Revenues increased in 2021 over 2020 by $8,372,743, or 214.16%, primarily due to wide acceptance of our products in the tools industry and receipt of recurring sales orders for metal goods and soft goods from our existing and new customers, introduction and sale of new soft goods products to our customers, as well as new contracts entered into during the end of 2020.

Cost of Goods Sold

Cost of goods sold for the three months ended March 31, 2021 and 2020 was $8,819,127 and $2,387,743, respectively. Cost of goods sold increased in 2021 over 2020 by $6,431,384 or 269.3%, primarily due to our increased sales as well as increases in materials cost of steel and plastics polyester to manufacture metal goods and soft goods and increase in labor cost in China. Cost of goods sold as a percentage of revenues in 2021 was 71.8% as compared to cost of goods sold as a percentage of revenues in 2020 of 61.1%.

Operating Expenses

Operating expenses consist of selling, general and administrative expenses and research and development costs. Selling, general and administrative expenses (the “SG&A Expenses”) for the three months ended March 31, 2021 and 2020 were $7,949,783 and $4,503,825, respectively. SG&A Expenses increased in 2021 over 2020 by $3,445,958 or 76.5%, primarily due to hiring additional employees and engaging independent contractors and consultants to grow our existing business and continue our expansion. In addition, legal expenses were $409,664 and $82,184 for the three months ended March 31, 2021 and 2020, respectively. SG&A Expense for the quarter ended March 31, 2021 as a percentage of revenues was 64.7% compared to 115.2% for the quarter ended March 31, 2020. We expect our SG&A Expenses will start to increase at a lower rate as our business matures, and we develop economies of scale.

Research and development costs (“R&D”) for the three months ended March 31, 2021 and 2020 were $1,406,385 and $524,166, respectively. R&D costs increased by $882,219, or 168%, primarily due to additional costs on new tools for the construction industry being incurred. We expect R&D costs to continue to stay relatively constant to 2020 amounts as the Company embarks on developing new tools for the construction industry.

Other Expense

Other expense for the three months ended March 31, 2021 and 2020, respectively, consisted of interest expense. The Company recorded interest expense for the three months ended March 31, 2021 of $160,619 and for the three months ended March 31, 2020 of $248,437.

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Net Loss

Due to factors set forth above, we recorded net loss of $6,053,659 for the three months ended March 31, 2021 as compared to a net loss of $3,754,659 for the three months ended March 31, 2020.

Liquidity and Capital Resources

We had approximately $32.5 million in cash at March 31, 2021, compared to $2.2 million at December 31, 2020.

Since our inception, we have financed our operations through the sale of equities and debt securities. Since our 2018 initial public offering, we have had several subsequent financings which have enabled us to fund operations. On February 24, 2020, we closed on the public offering of 0.445 million shares of our common stock, for gross proceeds of $912,250 based upon the overallotment option arising from the closing of our January 28, 2020 public offering. In our January 28, 2020 public offering, we sold 4.5 million shares of our common stock and 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock) from which it received gross proceeds of $9,472,250 [8-K]. On June 12, 2020, we closed on the public offering of 1.7 million shares of our common stock, for gross proceeds of $1,683,000 based upon the overallotment option arising from the closing of its June 2, 2020 public offering. In our June 2, 2020 public offering, we sold 19 million shares of our common stock and 20.7 million warrants from which it received gross proceeds of $19,017,000.

On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. During January 2021, the Company has raised approximately $16,200,000 through the sale of 14,962,139 million shares of the Company’s common stock.

On February 2, 2021, the Company terminated the First S-3 and filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by the Company of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second S-3 was declared effective by the SEC on February 8, 2021. The Company terminated the First S-3 simultaneously with the filing of the Second S-3. As of the termination of the First S-3, the Company had sold $19,763,121 through the sale of 18,616,339 shares of common stock.

During February to March 2021, the Company has raised approximately $22,800,000 through the sale of 17,165,775 shares of the Company’s common stock in connection with the Second ATM Agreement.

As of March 31, 2021, the Company has sold an aggregate of 35,782,113 shares of common stock under the First S-3 and Second S-3 for gross proceeds of $42,563,121.

As of March 31, 2021, the Company’s principal sources of liquidity consisted of approximately $32.5 million of cash and future cash generated from operations and public offering of common stock under the First S-3 and Second S-3. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for twelve months from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses as a percentage of expected revenue on an annual basis and thus may use its cash balances in the short-term to invest in revenue growth. Based on current internal projections, the Company believes it has and/or will generate sufficient cash for its operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying financial statements. Management is focused on growing the Company’s existing product offerings, as well as its customer base, to increase its revenues. The Company cannot give any assurances that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

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Cash Flows

	Three Months Ended March 31,
	2021			2020
Net cash used in operating activities	$	(13,994,475	)	$	(4,035,286	)
Net cash used in investing activities		(968,306	)		(158,862	)
Net cash provided by financing activities		45,265,863			6,846,746
Net increase in cash during period	$	30,303,082		$	2,652,598

Net Cash Used in Operating Activities

Net cash flows used in operating activities for the three months ended March 31, 2021 was $13,994,475, attributable to a net loss of $6,053,659, offset by depreciation expense of $296,016, amortization of capitalized contract costs of $213,353, stock-based compensation expense of $81,537, common stock issued for services of $189,000 and net decrease in operating assets of $8,720,722. Net cash flows used in operating activities for the three months ended March 31, 2020 was $4,035,286, attributable to net loss of $3,754,659, offset by depreciation expense of $84,924, amortization of debt issuance cost of $232,148, stock-based compensation expense of $96,490, and net decrease in operating assets of $694,189.

Net Cash Used in Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2021 was $968,306 attributed to the purchase of property and equipment. Net cash used in investing activities for the three months ended March 31, 2020 was $158,862.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2021 was $45,265,863, primarily attributable to the net cash proceeds of $5,408,540 received from exercise of warrants, cash proceeds of $39,911,415 received from issuance of common stock under the First S-3 and Second S-3, and repayments of $54,092 from loans payable to factor. Net cash provided by financing activities for the three months ended March 31, 2020 was $6,846,746, primarily attributable to proceeds from its January and February 2020 offering of common stock and warrants.

Net Increase in Cash During Period

As a result of the activities described above, we recorded a net increase in cash of $30,303,082 and $2,652,598 for the three months ended March 31, 2021 and 2020, respectively.

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Off Balance Sheet Arrangements

None.

Seasonality

Our business is a seasonal business as a result of our China-based production. For the first calendar quarter, we are not able to ship our products from China due to the hiatus as a result of their New Year holidays and also a general downturn in business caused by Covid-19. We make up the lost sales from the first calendar quarter in the subsequent quarters.

Significant Accounting Policies

See the footnotes to our unaudited financial statements for the quarter ended March 31, 2021 and 2020, included with this quarterly report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective  in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of March 31, 2021, we did not maintain effective controls over the control environment, including our internal control over financial reporting.

We did not design written policies and procedures at a sufficient level of precision to support the operating effectiveness of the controls to prevent and detect potential errors. We also did not maintain adequate documentation to evidence the operating effectiveness of certain control activities. Lastly, we did not maintain appropriate access to certain systems and did not maintain appropriate segregation of duties related to processes associated within those systems.

These control deficiencies resulted in several immaterial misstatements to the preliminary financial statements that were corrected and/or deemed immaterial in the aggregate prior to issuance of the financial statements. These control deficiencies create a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and there we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of March 31, 2021.

During the the three months ended March 31, 2021, we continued to enhance our internal control over financial reporting in an effort to remediate the material weaknesses described above. We are committed to ensuring that our internal control over financial reporting is designed and operating effectively.

Our remediation process includes, but not limited to:

● Investing in IT systems to enhance our operational and financial reporting and internal controls.

● Enhancing the organizational structure to support financial reporting processes and internal controls.

● Providing guidance, education and training to employees relating to our accounting policies and procedures.

● Further developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies and critical accounting estimates.

● Establishing effective general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant and reliable.

We expect to remediate these material weaknesses in the first half of 2021. However, we may discover additional material weaknesses that may require additional time and resources to remediate.

31

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities.

The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. Other than as described below, we are not presently a party to any pending or threatened legal proceedings.

Edwin Minassian v. Michael Panosian and ToughBuilt Industries, Inc., Los Angeles Superior Court Case No. EC065533.

On August 16, 2016, Plaintiff Edwin Minassian filed a complaint against the Company and Michael Panosian in the Superior Court of California, County of Los Angeles, Case No. EC065533. The complaint alleges breach of oral contracts to pay Plaintiff for consulting and finder’s fees, and to hire him as an employee. The complaint further alleged claims of fraud and misrepresentation relating to an alleged payment in exchange for stock in the Company. The complaint seeks unspecified monetary damages, declaratory relief, stock in the Company, and other relief according to proof.

On April 12, 2018, the Court entered judgments of default against the Company and Mr. Panosian in the amounts of $7,080 and $235,542, plus awarding Mr. Minassian a 7% ownership interest in the Company (the “Judgments”). Mr. Minassian served notice of entry of the judgments on April 17, 2018 and the Company and Mr. Panosian received notice of the entry of the default judgments on April 19, 2018.

32

The Company and Panosian satisfied the judgments on September 14, 2018 by payment of $252,949 to Plaintiff Minassian and by issuing Plaintiff Minassian 376,367 shares of common stock of the Company. On October 18, 2018, the Company and Panosian filed a Notice of Appeal from the Order denying their motion for relief from the above-referenced default judgment.

On October 1, 2019, the Second Appellate District of the California Court of Appeal issued its opinion reversing the trial court’s order denying ToughBuiltToughBuilt’s motion for relief from the default judgment and directing the trial court to grant ToughBuiltToughBuilt’s motion for relief, including allowing ToughBuilt to file an Answer and contest Minassian’s claims.

The appellate court recently issued a remittitur officially transferring the matter from the appellate court back to the trial court for further proceedings consistent with its ruling, and the Company and Panosian have filed an Answer to the Complaint. The trial court has not yet set a trial date, and discovery in this case is just now beginning. The Company intends to vigorously defend the Complaint and seek to recover the compensation and stock previously paid to satisfy the now vacated default judgment. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation.

Design 1^st v. ToughBuilt Industries, Inc., American Arbitration Association

On November 26, 2019, Claimant Design 1^st filed a Demand for Arbitration against ToughBuiltthe Company seeking $169,094.35 in damages, plus attorney’s fees and costs. Claimant contends the Company breached a written contract by failing to pay for design services. ‘The Company filed a Cross-Demand for Arbitration against Claimant seeking $394,956.07 in damages, plus attorney’s and costs alleging Claimant breached the same contract by performing negligent services, failing to meets its obligations under the contract, and fraudulent billing. An arbitration hearing has not yet been scheduled by the arbitrator, Grant Kim, and discovery has not yet commenced. The Company intends to vigorously defend the Demand for Arbitration. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation. The arbitration hearing occurred in April 2021, and the Company is currently awaiting the resolution.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended March 31, 2021 the Company did not conduct any sales of unregistered securities, including sales of reacquired securities, new issues, securities issued in exchange for property, services or other securities and new securities resulting from modification of outstanding securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

33

ITEM 6. EXHIBITS.

(a) Exhibits. The following documents are filed as part of this report:

Exhibit No.:	Description:
31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Schema Document
101.CAL	Inline XBRL Calculation Linkbase Document
101.DEF	Inline XBRL Definition Linkbase Document
101.LAB	Inline XBRL Label Linkbase Document
101.PRE	Inline XBRL Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

34

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TOUGHBUILT INDUSTRIES, INC.
Date: May 17, 2021	By:	/s/ Michael Panosian
	Name:	Michael Panosian
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

Date: May 17, 2021	By:	/s/ Martin Galstyan
	Name:	Martin Galstyan
	Title:	Chief Financial Officer
		(Principal Financial Officer)

35

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECTUIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Panosian, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ToughBuilt Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 17, 2021

	/s/ Michael Panosian
Name:	Michael Panosian
Title:	Chief Executive Officer and Chairman
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin Galstyan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ToughBuilt Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 17, 2021

	/s/ Martin Galstyan
Name:	Martin Galstyan
Title:	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Michael Panosian, the Chief Executive Officer of ToughBuilt Industries, Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 17, 2021

	/s/ Michael Panosian
Name:	Michael Panosian
Title:	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Martin Galstyan, the Chief Financial Officer of ToughBuilt Industries, Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 17, 2021

	/s/ Martin Galstyan
Name:	Martin Galstyan
Title:	Chief Financial Officer
	(Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 17, 2021
Cover [Abstract]
Entity Registrant Name	Toughbuilt Industries, Inc
Entity Central Index Key	0001668370
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex transition period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		81,605,285
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current Assets
Cash	$ 32,497,932	$ 2,194,850
Accounts receivable	14,264,124	10,537,395
Factor receivables, net	1,040,820	807,648
Inventory	11,668,191	8,915,345
Prepaid assets	1,365,842	1,003,774
Subscription receivable		837,025
Total Current Assets	60,836,909	24,296,037
Property and equipment, net	4,156,859	3,066,924
Other assets	368,958	127,733
Total Assets	65,362,726	27,490,694
Current Liabilities
Accounts payable	6,130,680	6,955,218
Accrued expenses	649,327	598,473
Factor loan payable	536,858	590,950
Total Current Liabilities	7,316,865	8,144,641
Total Liabilities	7,316,865	8,144,641
Commitments and Contingencies (Note 5)
Shareholders' Equity
Common stock, $0.0001 par value, 200,000,000 shares authorized, 81,605,285 and 43,918,831 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	8,161	4,392
Additional paid-in capital	124,853,351	80,103,653
Accumulated deficit	(66,815,651)	(60,761,992)
Total Shareholders' Equity	58,045,861	19,346,053
Total Liabilities and Shareholders' Equity	65,362,726	27,490,694
Series C Preferred Stock [Member]
Shareholders' Equity
Preferred Stock
Series D Preferred Stock [Member]
Shareholders' Equity
Preferred Stock
Series E Preferred Stock [Member]
Shareholders' Equity
Preferred Stock

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	81,605,285	43,918,831
Common stock, shares outstanding	81,605,285	43,918,831
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series D Preferred Stock [Member]
Preferred stock, par value	$ 1,000	$ 1,000
Preferred stock, shares authorized	5,775	5,775
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	15	15
Preferred stock, shares issued	9	0
Preferred stock, shares outstanding	9	0

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues, net of allowances
Total revenues, net of allowances	$ 12,282,255	$ 3,909,512
Cost of Goods Sold
Total cost of goods sold	8,819,127	2,387,743
Gross profit	3,463,128	1,521,769
Operating expenses:
Selling, general and administrative expenses	7,949,783	4,503,825
Research and development	1,406,385	524,166
Total operating expenses	9,356,168	5,027,991
Loss from operations	(5,893,040)	(3,506,222)
Other expense
Interest expense	(160,619)	(248,437)
Net loss	(6,053,659)	(3,754,659)
Redemption of Series D Preferred Stock deemed dividend		(1,295,294)
Net loss attributable to common stockholders	$ (6,053,659)	$ (5,049,953)
Basic and diluted net loss per share attributed to common stockholders
Basic and diluted net loss per common share	$ (0.09)	$ (0.43)
Basic and diluted weighted average common shares outstanding	67,593,607	8,679,959
Metal Goods [Member]
Revenues, net of allowances
Total revenues, net of allowances	$ 4,345,197	$ 2,082,780
Cost of Goods Sold
Total cost of goods sold	3,328,000	1,360,513
Soft Goods [Member]
Revenues, net of allowances
Total revenues, net of allowances	7,937,058	1,826,732
Cost of Goods Sold
Total cost of goods sold	$ 5,491,127	$ 1,027,230

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Series E Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2019		$ 4,816,485		$ 330	$ 41,823,048	$ (43,413,370)	$ 3,226,493
Balance, shares at Dec. 31, 2019	1,268	5,775		3,300,015
Redemption of Series D Preferred Stock		$ (1,844,860)			(1,295,294)		(3,140,154)
Redemption of Series D Preferred Stock, shares		(2,212)
Issuance of common stock upon Series C preferred conversion				$ 13	(13)
Issuance of common stock upon Series C preferred conversion, shares	(1,268)			126,800
Issuance of common stock upon conversion of convertible notes payable				$ 20	(186,171)		(186,151)
Issuance of common stock upon conversion of convertible notes payable, shares				200,000
Issuance of common stock and warrants, net of issuance costs				$ 495	9,388,245		9,388,740
Issuance of common stock and warrants, net of issuance costs, shares				4,945,000
Issuance of common stock upon exercise of warrants				$ 241	(241)
Issuance of common stock upon exercise of warrants, shares				2,407,953
Stock based compensation expense					96,490		96,490
Net loss						(3,754,659)	(3,754,659)
Balance at Mar. 31, 2020		$ 2,971,625		$ 1,099	49,826,064	(47,168,029)	5,630,759
Balance, shares at Mar. 31, 2020		3,563		10,979,768
Balance at Dec. 31, 2019		$ 4,816,485		$ 330	41,823,048	(43,413,370)	3,226,493
Balance, shares at Dec. 31, 2019	1,268	5,775		3,300,015
Balance at Dec. 31, 2020				$ 4,392	80,103,653	(60,761,992)	19,346,053
Balance, shares at Dec. 31, 2020				43,918,831
Issuance of common stock upon conversion of warrants				$ 541	5,407,999		5,408,540
Issuance of common stock upon conversion of warrants, shares				5,408,540
Issuance of common stock for services				$ 15	188,985		189,000
Issuance of common stock for services, shares				150,000
Issuance of common stock				$ 3,213	39,071,177		39,074,390
Issuance of common stock, shares				32,127,914
Issuance of preferred stock
Issuance of preferred stock, shares			9
Stock based compensation expense					81,537		81,537
Net loss						(6,053,659)	(6,053,659)
Balance at Mar. 31, 2021				$ 8,161	$ 124,853,351	$ (66,815,651)	$ 58,045,861
Balance, shares at Mar. 31, 2021			9	81,605,285

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (6,053,659)	$ (3,754,659)
Adjustments to reconcile from net income (loss) to net cash used in operating activities:
Depreciation	296,016	84,924
Amortization of debt discount and debt issuance cost		232,148
Stock-based compensation expense	81,537	96,490
Amortization of capitalized contract costs	213,353
Common stock issued for services	189,000
Changes in operating assets and liabilities
Accounts receivable, net	(3,726,729)	333,379
Factor receivables, net	(233,172)	(807,236)
Inventory	(2,752,846)	382,397
Prepaid assets	(575,421)	54,484
Other assets	(241,225)	(5,000)
Accounts payable	(1,242,183)	(748,131)
Accrued expenses	50,854	95,918
Net cash used in operating activities	(13,994,475)	(4,035,286)
Cash flows from investing activities:
Purchases of property and equipment	(968,306)	(158,862)
Net cash used in investing activities	(968,306)	(158,862)
Cash flows from financing activities:
Proceeds from sales of common stock and warrants, net of costs		9,388,740
Proceeds from exercise of warrants	5,408,540
Proceeds from issuance of stock, net of costs	39,911,415
Proceeds from factor loan payable		598,160
Repayments of factor loan payable	(54,092)
Repayments of Series D Preferred Stock		(3,140,154)
Net cash provided by financing activities	45,265,863	6,846,746
Net increase in cash	30,303,082	2,652,598
Cash, beginning of period	2,194,850	25,063
Cash, end of period	32,497,932	2,677,661
Supplemental disclosure of cash flow information:
Interest
Income taxes
Supplemental disclosure of non-cash investing and financing activities:
Cashless exercise of warrants		241
Conversion of Series C Preferred Stock to common stock		13
Conversion of convertible notes payable to common stock		186,151
Purchases of property and equipment in accounts payable	$ 417,645

XML

Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Basis of Presentation

NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION

General

The unaudited condensed consolidated financial statements of ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 should be read in conjunction with the financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities Exchange Commission (“SEC”) on March 26, 2021 and can also be found on the Company’s website (www.toughbuilt.com). ToughBuilt was incorporated under the laws of the State of Nevada on April 9, 2012 under the name Phalanx, Inc., and on December 29, 2015, Phalanx, Inc. changed its name to ToughBuilt Industries, Inc.

On April 15, 2020, the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. As a result of the Reverse Split, each ten shares of issued and outstanding prior to the Reverse Split were converted into one share of common stock. All share and per share numbers in the unaudited condensed consolidated financial statements and notes below have been revised retroactively to reflect the Reverse Split.

Nature of Operations

In these notes, the terms “we”, “our”, “ours”, “us”, “it”, “its”, “ToughBuilt”, and the “Company” refer to ToughBuilt Industries, Inc.

The Company designs and distributes tools and accessories to the home improvement community and the building industry. The Company aspires to augment brand loyalty in part from the enlightened creativity of its end users throughout the global tool market industry. The Company holds exclusive patents and licenses to develop, manufacture, market and distribute various home improvement and construction product lines for both Do-it-Yourself (“DIY”) and professional trade markets under the TOUGHBUILT® brand name.

TOUGHBUILT distributes products in the following categories, all designed and engineered in the United States and manufactured by third party vendors in China, with manufacturing being brought online in India and the Philippines:

● tool belts, tool bags and other personal tool organizer products;

● complete line of knee pads for various construction applications; and

● job-site tools and material support products consisting of a full line of miter-saws and table saw stands, saw horses/job site tables and roller stands.

On February 24, 2020, the Company closed on the public offering of 0.445 million shares of its common stock, for gross proceeds of $912,250 based upon the overallotment option arising from the closing of its January 28, 2020 public offering. In the January 28, 2020 public offering, the Company sold 4.5 million shares of its common stock and 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock) from which it received gross proceeds of $9,472,250.

On June 12, 2020, the Company closed on the public offering of 1.7 million shares of its common stock, for gross proceeds of $1,683,000 based upon the overallotment option arising from the closing of its June 2, 2020 public offering. In the June 2, 2020 public offering, the Company sold 19 million shares of its common stock and 20.7 million warrants from which it received gross proceeds of $19,017,000.

On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. During January 2021, the Company has raised approximately $16,200,000 through the sale of 14,962,139 million shares of the Company’s common stock.

On February 2, 2021, the Company terminated the First S-3 and filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by the Company of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second S-3 was declared effective by the SEC on February 8, 2021. The Company terminated the First S-3 simultaneously with the filing of the Second S-3. As of the termination of the First S-3, the Company had sold $19,763,121 through the sale of 18,616,339 shares of common stock.

During February to March 2021, the Company has raised approximately $22,800,000 through the sale of 17,165,775 shares of the Company’s common stock in connection with the Second ATM Agreement.

As of March 31, 2021, the Company has sold an aggregate of 35,782,113 shares of common stock under the First S-3 and Second S-3 for gross proceeds of $42,563,121.

Risk and Uncertainty Concerning Covid-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the World. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All of our Chinese facilities were temporarily closed for a period of time. Most of these facilities have been reopened. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity

As of March 31, 2021, the Company’s principal sources of liquidity consisted of approximately $32.5 million of cash and future cash generated from operations. The Company believes its current cash balances coupled with anticipated cash flow from operating activities will be sufficient to meet its working capital requirements for at least one year from the date of the issuance of the accompanying financial statements. The Company continues to control its cash expenses as a percentage of expected revenue on an annual basis and thus may use its cash balances in the short-term to invest in revenue growth. Based on current internal projections, the Company believes it has and/or will generate sufficient cash for its operational needs, including any required debt payments, for at least one year from the date of issuance of the accompanying financial statements. Management is focused on growing the Company’s existing product offering, as well as its customer base, to increase its revenues. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for its planned operations or future acquisitions. Future business demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot assure that it will be able to raise additional capital on acceptable terms, or at all. Subject to the foregoing, management believes that the Company has sufficient capital and liquidity to fund its operations for at least one year from the date of issuance of the accompanying financial statements.

Basis of Presentation

These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP) and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X.

The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended March 31, 2021 and 2020; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements on Form 10-Q, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period. The information included in this Quarterly Report on Form 10-Q should be read in connection with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Toughbuilt Industries UK Limited. All intercompany balances and transaction are eliminated.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents at March 31, 2021 and December 31, 2020.

Accounts Receivable

Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At March 31, 2021 and December 31, 2020, no allowance for doubtful accounts was recorded.

The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”. ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. Even though the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable), it does not meet the third test of effective control since its accounts receivable sales agreement with a third-party factor requires it to be liable in the event of default by one of its customers. Because it does not meet all three conditions, it does not qualify for sale treatment of its accounts receivable, and its debt thus incurred is presented as a secured loan liability, entitled “Factor loan payable”, on its balance sheet. The Company recorded a sales discount of $13,000 at March 31, 2021 and December 31, 2020.

Inventory

Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At March 31, 2021 and 2020, there were no reserves for obsolete and slow-moving inventory.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three months ended March 30, 2021 and 2020, respectively.

Fair Value of Financial Instruments and Fair Value Measurements

The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company had no instruments requiring such valuation as of March 31, 2021 and December 31, 2020.

Revenue Recognition

The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed. See Note 7 for further information on revenue recognition.

Income Taxes

The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance.

During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020.

The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes,” as of January 1, 2021. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this guidance did not have a material impact on its financial statements.

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values. In addition, as of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplified aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The adoption of this guidance did not have a material impact on the financial statements.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.

The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.

The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance.

Loss Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

	Three Months Ended March 31,
	2021			2020
Net loss computation of basic and diluted net loss per common share:
Net loss	$	(6,053,659	)	$	(3,754,659	)
Less: Redemption of Series D Preferred Stock deemed dividend		-			(1,295,294	)
Net loss attributable to common stockholders	$	(6,053,659	)	$	(5,049,953	)
Basic and diluted net loss per share:
Basic net loss per common share	$	(0.09	)	$	(0.43	)
Basic weighted average common shares outstanding		67,593,607			8,679,959
Diluted net loss per common share	$	(0.09	)	$	(0.43	)
Diluted weighted average common shares outstanding		67,593,607			8,679,959

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of March 31, (in common equivalent shares):

	2021		2020
Preferred shares		-		356,300
Warrants		16,516,562		1,274,102
Series A & B Notes		-		535,105
Options and restricted stock units		203,135		112,500
Total anti-dilutive weighted average shares		16,719,697		2,278,007

No Segment Reporting

The Company operates one reportable segment referred to as the tools segment. A single management team that reports to the Chief Executive Officer comprehensively manages the business. Accordingly, the Company does not have separately reportable segments.

Recent Accounting Pronouncements

As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021 and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduced diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified modification or exchange. ASU 2021-04 is effective for annual periods beginning after December 15, 2021, including interim periods within those annual reporting periods. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

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Factor Receivables, Letters of Credit Payable and Loan Payable

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Factor Receivables, Letters of Credit Payable and Loan Payable

NOTE 3: FACTOR RECEIVABLES, LETTERS OF CREDIT PAYABLE AND LOAN PAYABLE

In April 2013, the Company entered into a financing arrangement with a third-party purchase order financing company (the “Factor”), whereby the Company assigned to the Factor selected sales orders from its customers in exchange for opening a letter of credit (“LC”) with its vendors to manufacture its products. The Company paid an initial fixed fee of 5% of the cost of products it purchased from the vendor upon opening the LC, and 1% each 30 days thereafter, after the LC is funded by the Factor until such time as the Factor receives the payment from the Company’s customers. The factoring agreement provides for full recourse against the Company for factored accounts receivable that are not collected by the Factor for any reason, and the collection of such accounts receivable is fully secured by substantially all of the receivables of the Company. The factoring advances for the LCs at March 31, 2021 and December 31, 2020 have been treated as a loan payable to third party in the accompanying balance sheets, and total outstanding accounts receivable factored, net of allowance for sales returns, discounts and rebates of $13,000 as of March 31, 2021 and December 31, 2020, were $1,040,820 and $807,648, respectively.

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 4: PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

	March 31, 2021			December 31, 2020
Furniture	$	316,969		$	183,672
Computers		690,238			586,749
Production equipment		272,182			182,446
Automobile and transportation		412,509			635,542
Tooling and molds		2,748,606			1,989,366
Application development		-			93,435
Website design		544,569			507,088
Leasehold Improvements		42,249			42,249
Office Construction		35,741			-
Development		543,435			-
		5,606,498			4,220,547
Less: accumulated depreciation		(1,449,639	)		(1,153,623	)
Property and Equipment, net	$	4,156,859		$	3,066,924

Depreciation and capitalized costs with respect thereto consists of the following:

	Three Months Ended March 31,
	2021		2020
Depreciation expense	$	296,016	$	84,924

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 5 – COMMITMENTS AND CONTINGENCIES

On January 3, 2017, the Company executed a non-cancellable operating lease for its principal office with the lease commencing February 1, 2017 for a five (5) year term. The Company paid a security deposit of $29,297. The lease required the Company to pay its proportionate share of direct costs estimated to be 22.54% of the total property, a fixed monthly direct cost of $6,201 for each month during the term of the lease, and monthly rental pursuant to the lease terms.

The Company entered into a lease for office space at 8669 Research Drive, in Irvine, CA, which is to replace the current corporate headquarters. The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020, a security deposit and the amount due for property taxes, insurance and association fees.

On August 30, 2018, the Company entered into an agreement with a customer to pay a slotting allowance of $1,000,000 payable in three annual installments of $333,334 on March 1, 2019, $333,333 on March 1, 2020 and $333,333 on March 1, 2021.

Future minimum lease and other commitments of the Company are as follows:

For the years ending December 31,	Building leases
2021 (remaining)	$	377,813
2022		343,821
2023		341,653
2024		358,085
Thereafter		89,521
	$	1,510,893

The Company recorded rent expense of $216,550 and $206,088 for the three months ended March 31, 2021 and 2020, respectively. The Company recorded a slotting expense of $83,334 and $83,334 for the three months ended March 31, 2021 and 2020, respectively.

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Edwin Minassian v. Michael Panosian and ToughBuilt Industries, Inc., Los Angeles Superior Court Case No. EC065533.

On August 16, 2016, Plaintiff Edwin Minassian filed a complaint against the Company and Michael Panosian in the Superior Court of California, County of Los Angeles, Case No. EC065533. The complaint alleges breach of oral contracts to pay Plaintiff for consulting and finder’s fees, and to hire him as an employee. The complaint further alleged claims of fraud and misrepresentation relating to an alleged payment in exchange for stock in the Company. The complaint seeks unspecified monetary damages, declaratory relief, stock in the Company, and other relief according to proof.

On April 12, 2018, the Court entered judgments of default against the Company and Mr. Panosian in the amounts of $7,080 and $235,542, plus awarding Mr. Minassian a 7% ownership interest in the Company (the “Judgments”). Mr. Minassian served notice of entry of the judgments on April 17, 2018 and the Company and Mr. Panosian received notice of the entry of the default judgments on April 19, 2018.

The Company and Panosian satisfied the judgments on September 14, 2018 by payment of $252,949 to Plaintiff Minassian and by issuing Plaintiff Minassian 376,367 shares of common stock of the Company. On October 18, 2018, the Company and Panosian filed a Notice of Appeal from the Order denying their motion for relief from the above-referenced default judgment.

On October 1, 2019, the Second Appellate District of the California Court of Appeal issued its opinion reversing the trial court’s order denying ToughBuiltToughBuilt’s motion for relief from the default judgment and directing the trial court to grant ToughBuiltToughBuilt’s motion for relief, including allowing ToughBuilt to file an Answer and contest Minassian’s claims.

The appellate court recently issued a remittitur officially transferring the matter from the appellate court back to the trial court for further proceedings consistent with its ruling, and the Company and Panosian have filed an Answer to the Complaint. The trial court has not yet set a trial date, and discovery in this case is just now beginning. The Company intends to vigorously defend the Complaint and seek to recover the compensation and stock previously paid to satisfy the now vacated default judgment. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation.

Minassian seeks damages and stock based on a breach of an alleged oral agreement. Discovery is presently ongoing. In addition, Plaintiff Minassaian is in violation of a court order for restitution and the Company is engaged in collection efforts to enforce that order. A trial date has been set for June 8, 2021.

Design 1^st v. ToughBuilt Industries, Inc., American Arbitration Association

On November 26, 2019, Claimant Design 1^st filed a Demand for Arbitration against ToughBuilt Industries seeking $169,094 in damages, plus attorney’s fees and costs. Claimant contends the Company breached a written contract by failing to pay for design services. ‘The Company filed a Cross-Demand for Arbitration against Claimant seeking $394,956 in damages, plus attorney’s and costs alleging Claimant breached the same contract by performing negligent services, failing to meets its obligations under the contract, and fraudulent billing. An arbitration hearing has not yet been scheduled by the arbitrator, Grant Kim, and discovery has not yet commenced. The Company intends to vigorously defend the Demand for Arbitration. The Company believes it has a strong position, but cannot quantify the likelihood that it will prevail in the above litigation, or any likely liability or recoveries, because of the current status of the case and the unpredictability of litigation.

The Company’s submission of its case brief outlining its claims and defense in full was due on December 11, 2020. Design 1st’s submission was due on January 9, 2021. The parties have the option to take depositions after January 9, 2021. The arbitration hearing occurred in April 2021, and the Company is currently awaiting the resolution.

Design 1st is seeking $169,094 based on a claim for breach of contract for failure to pay, and the Company seeks $394,956 on its counter claim for breach of contract and fraud. The subject contract also contains an attorney’s fees clause providing that the prevailing party is entitled to recover attorney’s fees and costs, the precise amount of which will not be known until the prevailing party submits its attorney’s fees and costs during or following trial.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

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Stockholders' Equity (Deficit)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders' Equity (Deficit)

NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT)

At March 31, 2021 and December 31, 2020, the Company had 200,000,000 and 200,000,000 shares of common stock authorized, respectively, and 5,000,000 shares of Series C preferred stock authorized, both with a par value of $0.0001 per share. In addition, as of March 31, 2021, the Company had 5,775 shares of Series D preferred stock, authorized, with a par value of $1,000 per share. and 15 shares of Series E Preferred Stock, par value $0.0010 per share, authorized.

Common Stock and Preferred Stock

On February 24, 2020, the Company closed on the public offering of 0.445 million shares of its common stock, for gross proceeds of $912,250 based upon the overallotment option arising from the closing of its January 28, 2020 public offering. In the January 28, 2020 public offering, the Company sold 4.5 million shares of its common stock and 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock) from which it received gross proceeds of $9,472,250.

On June 12, 2020, the Company closed on the public offering of 1.7 million shares of its common stock, for gross proceeds of $1,683,000 based upon the overallotment option arising from the closing of its June 2, 2020 public offering. In the June 2, 2020 public offering, the Company sold 19 million shares of its common stock and 20.7 million warrants from which it received gross proceeds of $19,017,000.

During 2020, 1,268 shares of Series C Preferred Stock converted into 126,800 shares of the Company’s common stock and 3,563 shares of Series D Preferred Stock converted into 3,141,426 shares of the Company’s common stock.

During 2020, $3,200,000 principal amount of Notes was converted into the Company’s common stock.

During 2020, the Company granted 360,000 shares of common stock to consultants in consideration for services rendered.

On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. During January 2021, the Company has raised approximately $16,200,000 through the sale of 14,962,139 million shares of the Company’s common stock.

On February 2, 2021, the Company filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second S-3”) containing a base prospectus covering the offering, issuance and sale by us of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second S-3 was declared effective by the SEC on February 8, 2021.

During February to March 2021, the Company has raised approximately $22,800,000 through the sale of 17,165,775 shares of the Company’s common stock in connection with the Second ATM Agreement.

As of March 31, 2021, the Company has the ability to raise approximately $76,400,000 under the Second ATM Agreement.

As of March 31, 2021, the Company has sold an aggregate of 35,782,113 shares of common stock under the First S-3 and Second S-3 for gross proceeds of $42,563,121.

On March 26, 2021, the Company filed with the Nevada Secretary of State a certificate of designation therein establishing the Series E Preferred Stock consisting of fifteen (15) shares, and the Company issued nine (9) shares of such preferred stock to an institutional investor pursuant to an exchange agreement, dated November 20, 2020, between the Company and the investor.

Warrants

Placement Agent Warrants

The Company has issued an aggregate of 24,758 warrants to the placement agents to purchase one share of its common stock per warrant at an exercise price of $120 per share for 4,758 warrants and $10 for 20,000 warrants. The warrants issued in its October 2016 Private Placement shall expire on October 17, 2021, and the warrants issued in its March 2018 Private Placement, May 2018 Private Placement and August 2018 Financing shall expire on September 4, 2023. The exercise price and number of shares of common stock or other securities issuable on exercise of such warrants are subject to customary adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company.

As of March 31, 2021, all placement agent warrants, issued prior to the August 19, 2019 financing had been exercised, and the 20,000 warrants issued in the August 19, 2019 financing are the only placement agent warrants which remain outstanding, which have an exercise price of $10.

As of March 31, 2021 and December 31, 2020, 20,000 warrants and 20,000 warrants, respectively, have been issued to the placement agents and are outstanding and are currently exercisable.

Class B Warrants

The holders of the Class B Warrants did not exercise any of their warrants during the three months ended March 31, 2021. Class B Warrants have an exercise price of $120.00 per share and shall expire between October 17, 2021 and May 15, 2023.

As of March 31, 2021 and December 31, 2020, the Company had 26,550 Class B Warrants issued and outstanding.

Series A Warrants and Series B Warrants

On January 24, 2019, the Company entered into an exchange agreement with two institutional investors pursuant to which these investors exercised Series A Warrants to purchase 42,412 shares of the Company’s common stock for total cash proceeds of $2,172,680 to the Company, net of costs of $159,958. The two investors also exchanged Series A Warrants to purchase 50,894 shares of its common stock into 50,894 shares of its common stock and received new warrants to purchase an aggregate of 933,056 shares of its common stock. These new warrants have terms substantially similar to the terms of the Company’s Series A Warrants, except that the per share exercise price of the new warrants is $36.70, and the warrants are not exercisable until July 24, 2019, the six-month anniversary of the date of issuance. Each warrant expires on the fifth anniversary of the original issuance date.

As of March 31, 2021 and December 31, 2020, the Company had 519,001 Series A Warrants issued and outstanding.

2020 Offering Warrants

In the January 28, 2020 public offering, the Company sold 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock).In the June 2, 2020 public offering, the Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 million shares of common stock.) Each warrant expires on the fifth anniversary of the original issuance date. During 2021, 5,408,540 warrants were converted to common stock.

As of March 31, 2021, the Company had 15,371,574 2020 Offering Warrants issued and outstanding.

The 2016 Equity Incentive Plan

The 2016 Equity Incentive Plan (the “2016 Plan”) was adopted by the Board of Directors and approved by the shareholders on July 6, 2016. The awards per 2016 Plan may be granted through July 5, 2026 to the Company’s employees, consultants, directors and non-employee directors provided such consultants, directors and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raising transaction. The maximum number of shares of our common stock that may be issued under the 2016 Plan is 200,000 shares, which amount will be (a) reduced by awards granted under the 2016 Plan, and (b) increased to the extent that awards granted under the 2016 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2016 Plan). No employee will be eligible to receive more than 12,500 shares of common stock in any calendar year under the 2016 Plan pursuant to the grant of awards.

On January 3, 2017, the Board of Directors of the Company approved and granted to the President/Chief Executive Officer of the Company, an option to purchase 12,500 shares of the Company’s Common Stock (“Option”) under the Company’s 2016 Plan. The Option will have an exercise price that is no less than $100.00 per share and will vest over four (4) years, with 25% of the total number of shares subject to the Option vesting on the one (1) year anniversary of the date of grant and, the remainder vesting in equal installments on the last day of each of the thirty-six (36) full calendar months thereafter. Vesting will depend on the Officer’s continued service as an employee with the Company and will be subject to the terms and conditions of the 2016 Plan and the written Stock Option Agreement governing the Option. As of December 31, 2018, the Company estimated the fair value of the options using the Black-Scholes option pricing model was $448,861. The Company recorded compensation expense of $28,154 for the three months ended March 31, 2020. The key valuation assumptions used consist, in part, of the price of the Company’s common stock of $3.060 at the issuance date; a risk-free interest rate of 1.72% and the expected volatility of the Company’s common stock of 315.83% (estimated based on the common stock of comparable public entities). As of March 31, 2021, there was no unrecognized compensation expense.

The 2018 Equity Incentive Plan

Effective July 1, 2018, the Board of Directors and the stockholders of the Company approved and adopted the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan supplements, and does not replace, the existing 2016 Equity Incentive Plan. Awards may be granted under the 2018 Plan through June 30, 2023 to the Company’s employees, officers, consultants, and non-employee directors. The maximum number of shares of our common stock that may be issued under the 2018 Plan is 3.5 million (3,500,000) shares, which amount will be (a) reduced by awards granted under the 2018 Plan, and (b) increased to the extent that awards granted under the 2018 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2018 Plan). Currently, no employee will be eligible to receive more than 350,000 shares of common stock (10% of authorized shares under the 2018 Plan) in any calendar year under the 2018 Plan pursuant to the grant of awards. When the Board first adopted the 2018 Plan on July 1, 2018, there were 100,000 shares authorized for issuance under the 2018 Plan. On September 12, 2018, the Board of Directors approved to increase the number of shares of common stock reserved for future issuance under the 2018 Plan from 100,000 shares to 200,000 shares. On June 9, 2019, the Board of Directors approved to increase the authorized shares under the 2018 Plan to 2 million (2,000,000) shares. On February 14, 2020, the Board of Directors approved to increase the number of shares of common stock reserved for future issuance under the 2018 plan to 3.5 million (3,500,000) shares. On September 14, 2018, 100,000 shares of common stock underlying awards under the 2018 Plan were granted to the employees and officers, 25% vesting immediately on the date of grant and 25% vesting each year thereafter on the three subsequent anniversaries of the grant date. The Company estimated the fair value of the options using the Black-Scholes option pricing model was $1,241,417. The key valuation assumptions used consist, in part, of the price of the Company’s common stock at $3.90 or $4.29 at the issuance date; a risk-free interest rate ranging of 1.9% and the expected volatility of the Company’s common stock ranging from of 40% (estimated based on the common stock of comparable public entities)

On April 4, 2020, the Company granted 90,635 restricted stock units to two officers of the Company. These units have the following vesting term: 33% on January 1, 2021, 34% on January 1, 2022 and 33% on January 1, 2023. The fair value of these units as of granted date was $144,110 based upon the closing price of the Company’s stock.

The Company recorded compensation expense of $81,537 and $68,336 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the unrecognized compensation expense was $295,779 which will be recognized as compensation expense over 1.78 years.

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Revenue Recognition and Reserve for Sales Returns and Allowances

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition and Reserve for Sales Returns and Allowances

NOTE 7: REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES

The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenue is recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, because revenue is recognized at the point in time goods are sold to customers, there are no contract asset or contract liability balances. The Company does not disclose remaining performance obligations related to contracts with durations of one year or less as allowed by the practical expedient applicable to such contracts.

The Company disaggregates its revenues by major geographic region. See Note 8, Concentrations, Geographic Data, and Sales by Major Customers, for further information.

The Company accounts for fees paid to Amazon for products sold through its Amazon Stores as operating expense.

The Company offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determining the transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction to revenue. Other discounts and allowances can vary and are determined at management’s discretion (variable consideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-moving merchandise, and consequently accrues an allowance based on historic credits and management estimates. Further, the Company allows sales returns, consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal.

The Company also participates in cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange for customer purchased advertising that features the Company’s products. Generally, these allowances range from 2% to 5% of gross sales and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. These cooperative advertising arrangements provide a distinct benefit and fair value, and are accounted for as direct selling expenses.

Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore, the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred.

The Company has also elected to adopt the practical expedient related to shipping and handling fees which allows the Company to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. Therefore, shipping and handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred

During 2020, the Company incurred costs to obtain a contract. Such costs amounted to $853,412. The Company expects to recover those costs through future revenue during the period of the contract. The Company is amortizing these costs over one year which is the stated term of the contract. As of March 31, 2021, the remaining capitalized contract costs amounted to $425,706.

The Company’s reserve for sales returns and allowances amounted to $13,000 as of March 31, 2021 and December 31, 2020.

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Concentrations

3 Months Ended

Mar. 31, 2021

Risks and Uncertainties [Abstract]

Concentrations

NOTE 8: CONCENTRATIONS

Concentration of Purchase Order Financing

The Company used a third-party financing company for the quarters ended March 31, 2021 and 2020, respectively, which provided letters of credit to vendors for a fee against the purchase orders received by the Company for sale of products to its customers. The letters of credit were issued to the vendors to manufacture Company’s products pursuant to the purchase orders received by the Company.

Concentration of Customers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of customers:

	Percentage of revenues for the Three Months Ended						Percentage of accounts receivables as of
	March 31,						March 31,
	2021			2020			2021			2020
Customer 1		37	%		0	%		60	%		0	%
Customer 2		17	%		26	%		6	%		9	%
Customer 3		10	%		21	%		7	%		36	%
Customer 4		8	%		18	%		9	%		17	%
Customer 5		6	%		5	%		7	%		15	%

Concentration of Suppliers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of suppliers:

	Percentage of purchases for the					Percentage of accounts
	Three Months Ended					payable as of
	March 31,					March 31,
	2021			2020		2021			2020
Supplier 1		51	%	11	%		8	%		29	%
Supplier 2		24	%	0	%		0	%		14	%
Supplier 3		11	%	21	%		16	%		6	%
Supplier 4		10	%	10	%		8	%		6	%
Supplier 5		0	%	22	%		16	%		0	%
Supplier 6		0	%	16	%		12	%		0	%

Concentration of Credit Risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2021 and 2020. The Company’s bank balances exceeded FDIC insured amounts at times during the three months ended March 31, 2021 and 2020. The Company’s bank balance exceeded the FDIC insured amounts as of March 31, 2021 by approximately $32.2 million.

Geographic Concentration

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following geographic concentrations:

	Percentage of revenues for the						Percentage of accounts
	Three Months Ended						receivable as of
	March 31,						March 31,
	2021			2020			2021			2020
Australia		0	%		3	%		0	%		4	%
Canada		4	%		11	%		4	%		11	%
Europe		3	%		7	%		3	%		7	%
USA		92	%		81	%		92	%		80	%
Other		1	%		-2	%		1	%		-2	%

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Senior Secured Convertible Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Senior Secured Convertible Notes

NOTE 9: SENIOR SECURED CONVERTIBLE NOTES

On August 19, 2019, the Company entered into a Securities Purchase Agreement with an institutional investor pursuant to which it sold $11.5 million aggregate principal amount of promissory notes (at an aggregate original issue discount of 15%) to the investor in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The first note (the “Series A Note”) has a face amount of $6.72 million for which the investor paid $5 million in cash. The second note (the “Series B Note” and with the Series A Note, collectively referred to as the “Notes”) has a principal amount of $4.78 million for which the investor paid $4.78 million in the form of a full recourse promissory note issued by the investor to the Company (the “Investor Note”) secured by $4.78 million in cash or cash equivalents of the investor (i.e.an original issue discount of approximately 15% to the face amount of the Series B Note). No portion of the Series B Note may be converted into shares of our common stock (the “Common Stock”) until the corresponding portion of the Investor Note has been prepaid to the Company in cash, at which point in time such portion of the Series B Note shall be deemed “unrestricted”. The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company’s option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company.

During 2020, the Company received $3,000,000 in connection with the Investor Note.

The Notes are senior secured obligations of the Company secured by a lien on all assets of the Company, bear no interest (unless an event default has occurred and is continuing) and mature on December 31, 2020. The Notes will be convertible at $1.00 into a fixed number of shares (the “Conversion Shares”). The Notes are convertible at the Holder’s option, in whole or in part, at any time after closing. The Conversion Price will be subject to adjustment for stock dividends, stock splits, anti-dilution and other customary adjustment events.

The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an “Installment Date”). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock. However, if the 30-day volume weighted average price of the Common Stock (the “VWAP”) of the Company falls below 50% of the market price of a share of the Company’s common stock or the Company fails to satisfy certain other equity conditions, the repayment amount is payable in shares of Common Stock only unless the Investor(s) waive any applicable equity condition. If the Company elects to satisfy all or any portion of an installment in shares of Common Stock, the Company will pre-deliver such shares of Common Stock to the investor on the 23rd trading day prior to the applicable Installment Date, with a true-up of shares (if necessary) on the Installment Date. Any excess shares of Common Stock shall be applied to subsequent installments.

The shares used to meet a Principal Repayment (“Installment Shares”) would be valued at a conversion price calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the 20 trading days prior to the payment date or (ii) 85% of the VWAP of the trading day prior to payment date (“Installment Price”) with a floor of $0.10.

All amortization payments shall be subject to the Investors’ right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $500,000 per trading day or (b) 40% of the volume traded on a given day as reported by Bloomberg LP.

Upon completion of a Change of Control, the Holders may require the Company to purchase any outstanding Notes in cash at 125% of par plus accrued but unpaid interest. The Company shall have the right to redeem any and all amounts of the outstanding Note at 125% of the greater of (a) Principal Amount plus accrued but unpaid interest (if any), or (b) Conversion Value plus accrued but unpaid interest (if any) provided the Company has satisfied certain equity conditions. The Company must give the Investor(s) ninety (90) business days’ prior notice of any such redemption.

Prior to all outstanding amounts under the Note being repaid in full, the Company will not create any new encumbrances on any of its or its subsidiaries’ assets without the prior written consent of the Lender, with a carve out for a working capital facility of which the details are to be determined. The Notes shall also be subject to standard events of default and remedies therefor.

The Company filed a registration statement (“Effectiveness Date”) on Form S-1 (file No: 333-233655) covering the resale of the shares underlying the Series A Note, the Series B Note and Warrants which was declared effective by the SEC on October 15, 2019.

In connection with the granting of the Notes, the Company shall issue detachable warrants to the Investor, exercisable in whole or in part at any time during the five years from the date of issuance, in amount equal to 50% of the conversion shares underlying the Notes and have an exercise price of $1.00 per share. To the extent the Company has a change of control or a spinoff, the warrants provide for a put for the warrants to the Company at their Black- Scholes Valuation. The value of the warrants amounted to $575,000 and was recoded as debt discount in the accompanying balance sheet.

Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance. Consummation of the transaction has been subject to certain conditions precedent, including the Company agrees to procure an approval of this transaction at its annual shareholder meeting scheduled no later than 180 days after the Closing Date and agrees to procure voting agreements from principal shareholders prior to closing of the Company.

On December 23, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which the investor is exchanging $5.5 million principal amount of its August 19, 2019 Series A Senior Secured Note for 5,775 shares of its Series D Preferred Stock, which was authorized by the Company’s Board of Directors on December 21, 2019.

During the year ended December 31, 2020, the Company received $3,000,000 in connection with the Investor Note. Also, during the year ended December 31, 2020, $3,200,000 principal amount of Notes was converted into common stock.

On November 20, 2020, the Company and the investor entered into an exchange agreement (the “Exchange Agreement”) whereas the investor exchanged the balance of $2,131,050 of outstanding Notes for the following: an aggregate cash payment of $744,972, an aggregate of 1,850,000 shares of the Company’s common stock, a warrant to purchase up to an aggregate of 575,000 shares of the Company’s common stock for $1.00 per share, and nine shares of Series E Non-Convertible Preferred Stock of the Company. The Series E Preferred Stock has not yet been issued. In addition, the Company relinquished their note receivable of $1,480,000 owed from the investor. As a result of this transaction, the Company recorded a loss of $1,810,712.

During April 2020, the Company entered into a promissory note with an approved lender in the principal amount of $399,300. The note was approved under the provisions of the Coronavirus, Aid, Relief and Economic Security Act (the “CARES Act”) and the terms of the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program (“PPP Loan”). The Company repaid the PPP Loan in full during June 2020.

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Subsequent Events

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 10: SUBSEQUENT EVENTS

Management has evaluated subsequent events through May 17, 2021, the date which the condensed consolidated financial statements were issued noting that there were no events or transactions that would impact the accounting for events or transactions in the current period or require additional disclosures.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash

Cash

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents at March 31, 2021 and December 31, 2020..

Accounts Receivable

Accounts Receivable

Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At March 31, 2021 and December 31, 2020, no allowance for doubtful accounts was recorded.

The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”. ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. Even though the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable), it does not meet the third test of effective control since its accounts receivable sales agreement with a third-party factor requires it to be liable in the event of default by one of its customers. Because it does not meet all three conditions, it does not qualify for sale treatment of its accounts receivable, and its debt thus incurred is presented as a secured loan liability, entitled “Factor loan payable”, on its balance sheet. The Company recorded a sales discount of $13,000 at March 31, 2021 and December 31, 2020.

Inventory

Inventory

Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At March 31, 2021 and 2020, there were no reserves for obsolete and slow-moving inventory.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which range from three to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.

Long-lived Assets

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three months ended March 30, 2021 and 2020, respectively.

Fair Value of Financial Instruments and Fair Value Measurements

Fair Value of Financial Instruments and Fair Value Measurements

The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company had no instruments requiring such valuation as of March 31, 2021 and December 31, 2020.

Revenue Recognition

Revenue Recognition

The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers” which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed. See Note 7 for further information on revenue recognition.

Income Taxes

Income Taxes

The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance.

During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020.

The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes,” as of January 1, 2021. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of this guidance did not have a material impact on its financial statements.

Stock Based Compensation

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values. In addition, as of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU simplified aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The adoption of this guidance did not have a material impact on the financial statements.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.

The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.

The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance.

Loss Per Share

Loss Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

	Three Months Ended March 31,
	2021			2020
Net loss computation of basic and diluted net loss per common share:
Net loss	$	(6,053,659	)	$	(3,754,659	)
Less: Redemption of Series D Preferred Stock deemed dividend		-			(1,295,294	)
Net loss attributable to common stockholders	$	(6,053,659	)	$	(5,049,953	)
Basic and diluted net loss per share:
Basic net loss per common share	$	(0.09	)	$	(0.43	)
Basic weighted average common shares outstanding		67,593,607			8,679,959
Diluted net loss per common share	$	(0.09	)	$	(0.43	)
Diluted weighted average common shares outstanding		67,593,607			8,679,959

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of March 31, (in common equivalent shares):

	2021		2020
Preferred shares		-		356,300
Warrants		16,516,562		1,274,102
Series A & B Notes		-		535,105
Options and restricted stock units		203,135		112,500
Total anti-dilutive weighted average shares		16,719,697		2,278,007

No Segment Reporting

No Segment Reporting

The Company operates one reportable segment referred to as the tools segment. A single management team that reports to the Chief Executive Officer comprehensively manages the business. Accordingly, the Company does not have separately reportable segments.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021 and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company is currently evaluating this guidance to determine its impact it may have on its financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2021, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which clarifies and reduced diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified modification or exchange. ASU 2021-04 is effective for annual periods beginning after December 15, 2021, including interim periods within those annual reporting periods. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of Earning Per Share

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

	Three Months Ended March 31,
	2021			2020
Net loss computation of basic and diluted net loss per common share:
Net loss	$	(6,053,659	)	$	(3,754,659	)
Less: Redemption of Series D Preferred Stock deemed dividend		-			(1,295,294	)
Net loss attributable to common stockholders	$	(6,053,659	)	$	(5,049,953	)
Basic and diluted net loss per share:
Basic net loss per common share	$	(0.09	)	$	(0.43	)
Basic weighted average common shares outstanding		67,593,607			8,679,959
Diluted net loss per common share	$	(0.09	)	$	(0.43	)
Diluted weighted average common shares outstanding		67,593,607			8,679,959

Schedule of Potential Dilutive Securities

Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of March 31, (in common equivalent shares):

	2021		2020
Preferred shares		-		356,300
Warrants		16,516,562		1,274,102
Series A & B Notes		-		535,105
Options and restricted stock units		203,135		112,500
Total anti-dilutive weighted average shares		16,719,697		2,278,007

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following:

	March 31, 2021			December 31, 2020
Furniture	$	316,969		$	183,672
Computers		690,238			586,749
Production equipment		272,182			182,446
Automobile and transportation		412,509			635,542
Tooling and molds		2,748,606			1,989,366
Application development		-			93,435
Website design		544,569			507,088
Leasehold Improvements		42,249			42,249
Office Construction		35,741			-
Development		543,435			-
		5,606,498			4,220,547
Less: accumulated depreciation		(1,449,639	)		(1,153,623	)
Property and Equipment, net	$	4,156,859		$	3,066,924

Schedule of Depreciation and Capitalized Costs

Depreciation and capitalized costs with respect thereto consists of the following:

	Three Months Ended March 31,
	2021		2020
Depreciation expense	$	296,016	$	84,924

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Commitments

Future minimum lease and other commitments of the Company are as follows:

For the years ending December 31,	Building leases
2021 (remaining)	$	377,813
2022		343,821
2023		341,653
2024		358,085
Thereafter		89,521
	$	1,510,893

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Concentrations (Tables)

3 Months Ended

Mar. 31, 2021

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk Percentage

Concentration of Purchase Order Financing

The Company used a third-party financing company for the quarters ended March 31, 2021 and 2020, respectively, which provided letters of credit to vendors for a fee against the purchase orders received by the Company for sale of products to its customers. The letters of credit were issued to the vendors to manufacture Company’s products pursuant to the purchase orders received by the Company.

Concentration of Customers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of customers:

	Percentage of revenues for the Three Months Ended						Percentage of accounts receivables as of
	March 31,						March 31,
	2021			2020			2021			2020
Customer 1		37	%		0	%		60	%		0	%
Customer 2		17	%		26	%		6	%		9	%
Customer 3		10	%		21	%		7	%		36	%
Customer 4		8	%		18	%		9	%		17	%
Customer 5		6	%		5	%		7	%		15	%

Concentration of Suppliers

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following concentrations of suppliers:

	Percentage of purchases for the					Percentage of accounts
	Three Months Ended					payable as of
	March 31,					March 31,
	2021			2020		2021			2020
Supplier 1		51	%	11	%		8	%		29	%
Supplier 2		24	%	0	%		0	%		14	%
Supplier 3		11	%	21	%		16	%		6	%
Supplier 4		10	%	10	%		8	%		6	%
Supplier 5		0	%	22	%		16	%		0	%
Supplier 6		0	%	16	%		12	%		0	%

Schedule of Geographical Distribution of Revenue Percentage

Geographic Concentration

For the three months ended March 31, 2021 and 2020, respectively, the Company had the following geographic concentrations:

	Percentage of revenues for the						Percentage of accounts
	Three Months Ended						receivable as of
	March 31,						March 31,
	2021			2020			2021			2020
Australia		0	%		3	%		0	%		4	%
Canada		4	%		11	%		4	%		11	%
Europe		3	%		7	%		3	%		7	%
USA		92	%		81	%		92	%		80	%
Other		1	%		-2	%		1	%		-2	%

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Nature of Operations and Basis of Presentation (Details Narrative) - USD ($)								1 Months Ended	2 Months Ended	3 Months Ended
	Feb. 02, 2021	Jan. 19, 2021	Jun. 12, 2020	Jun. 02, 2020	Apr. 15, 2020	Feb. 24, 2020	Jan. 28, 2020	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Reverse stock split, description					The Company effected a 1-for-10 reverse stock split (the "Reverse Split") of its issued and outstanding common stock. As a result of the Reverse Split, each ten shares of issued and outstanding prior to the Reverse Split were converted into one share of common stock.
Proceeds from issuance of common stock										$ 39,911,415
Cash									$ 32,497,932	32,497,932		$ 2,194,850
ATM Agreement [Member]
Number of shares issued								14,962,139
Proceeds from issuance of stock		$ 8,721,746
Proceeds from issuance of common stock								$ 16,200,000
Second ATM Agreement [Member]
Number of shares issued	18,616,339								17,165,775
Proceeds from issuance of stock	$ 100,000,000
Proceeds from issuance of common stock	$ 19,763,121								$ 22,800,000	$ 76,400,000
First S-3 and Second S-3 [Member]
Number of shares issued										35,782,113
Proceeds from issuance of common stock										$ 42,563,121
Common Stock [Member]
Number of shares issued										32,127,914
Public Offering [Member]
Number of shares issued			1,700,000			445,000
Proceeds from initial public offering			$ 1,683,000			$ 912,250	$ 9,472,250
Number of warrants exercisable							2,472,500
Public Offering [Member] | Common Stock [Member]
Number of shares issued				19,000,000		445,000	4,500,000
Proceeds from initial public offering						$ 912,250
Public Offering [Member] | Warrant [Member]
Number of shares issued				20,700,000			49,450,000
Proceeds from initial public offering				$ 19,017,000

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Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($) Segment	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2020 USD ($)
Cash equivalents
Allowance for doubtful accounts
Allowances for sales discount	13,000			13,000
Inventory reserves for obsolete
Impairment loss
Number of reportable segment | Segment	1
Minimum [Member]
Estimated useful life of property plant and equipment	3 years
Maximum [Member]
Estimated useful life of property plant and equipment	7 years

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Summary of Significant Accounting Policies - Schedule of Earning Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Accounting Policies [Abstract]
Net loss	$ (6,053,659)	$ (3,754,659)
Less: Redemption of Series D Preferred Stock deemed dividend		(1,295,294)
Net loss attributable to common stockholders	$ (6,053,659)	$ (5,049,953)
Basic net loss per common share	$ (0.09)	$ (0.43)
Basic weighted average common shares outstanding	67,593,607	8,679,959
Diluted net loss per common share	$ (0.09)	$ (0.43)
Diluted weighted average common shares outstanding	67,593,607	8,679,959

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Summary of Significant Accounting Policies - Schedule of Potential Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total anti-dilutive weighted average shares	16,719,697	2,278,007
Preferred Shares [Member]
Total anti-dilutive weighted average shares		356,300
Warrants [Member]
Total anti-dilutive weighted average shares	16,516,562	1,274,102
Series A and Series B Notes [Member]
Total anti-dilutive weighted average shares		535,105
Options and Restricted Stock Units [Member]
Total anti-dilutive weighted average shares	203,135	112,500

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Factor Receivables, Letters of Credit Payable and Loan Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Fixed fee description	The Company paid an initial fixed fee of 5% of the cost of products it purchased from the vendor upon opening the LC, and 1% each 30 days thereafter, after the LC is funded by the Factor until such time as the Factor receives the payment from the Company's customers.
Factor receivable allowance	$ 13,000	$ 13,000
Factor receivable	$ 1,040,820	$ 807,648

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Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Property and Equipment, gross	$ 5,606,498	$ 4,220,547
Less: accumulated depreciation	(1,449,639)	(1,153,623)
Property and Equipment, net	4,156,859	3,066,924
Furniture [Member]
Property and Equipment, gross	316,969	183,672
Computer [Member]
Property and Equipment, gross	690,238	586,749
Production Equipment [Member]
Property and Equipment, gross	272,182	182,446
Automobile and Transportation [Member]
Property and Equipment, gross	412,509	635,542
Tooling and Molds [Member]
Property and Equipment, gross	2,748,606	1,989,366
Application Development [Member]
Property and Equipment, gross		93,435
Website Design [Member]
Property and Equipment, gross	544,569	507,088
Leasehold Improvements [Member]
Property and Equipment, gross	42,249	42,249
Office Construction [Member]
Property and Equipment, gross	35,741
Development [Member]
Property and Equipment, gross	$ 543,435

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Property and Equipment, Net - Schedule of Depreciation and Capitalized Costs (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 296,016	$ 84,924

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Commitments and Contingencies (Details Narrative) - USD ($)						3 Months Ended
	Nov. 26, 2019	Sep. 14, 2018	Aug. 30, 2018	Apr. 12, 2018	Jan. 03, 2017	Mar. 31, 2021	Mar. 31, 2020	Apr. 30, 2020
Operating lease term					5 years
Security deposit					$ 29,297
Direct costs estimated percentage					22.54%
Direct cost lease per month					$ 6,201
Lease description						The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020
Operating lease rental expense						$ 216,550	$ 206,088
Other commitments as slotting allowance			Slotting allowance of $1,000,000 payable in three annual installments of $333,334 on March 1, 2019, $333,333 on March 1, 2020 and $333,333 on March 1, 2021.
Slotting allowance, due			$ 1,000,000
Slotting allowance, 2019			333,334
Slotting allowance, 2020			333,333
Slotting allowance, 2021			$ 333,333
Slotting expense						83,334	$ 83,334
American Arbitration Association [Member]
Loss contingency, damages sought, value	$ 169,094
American Arbitration Association [Member] | Cross-Demand [Member]
Loss contingency, damages sought, value	$ 394,956
Michael Panosian [Member]
Loss contingency, damages sought, value				$ 7,080
Edwin Minassian [Member]
Loss contingency, damages sought, value				$ 235,542
Loss contingency, damages awarded, value		$ 252,949
Ownership percentage				7.00%
Number of shares issued		376,367
Paycheck Protection Program [Member]
Initial rent paid								$ 68,128
April 1, 2020 through March 31, 2025 [Member] | Minimum [Member]
Operating lease rental expense						25,200
April 1, 2020 through March 31, 2025 [Member] | Maximum [Member]
Operating lease rental expense						$ 29,480

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Commitments and Contingencies - Schedule of Future Minimum Lease Commitments (Details) - Building Leases [Member]	Mar. 31, 2021 USD ($)
2021 (remaining)	$ 377,813
2022	343,821
2023	341,653
2024	358,085
Thereafter	89,521
Total	$ 1,510,893

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Stockholders' Equity (Deficit) (Details Narrative) - USD ($)													1 Months Ended	2 Months Ended	3 Months Ended			12 Months Ended
	Mar. 26, 2021	Feb. 02, 2021	Jan. 19, 2021	Jun. 12, 2020	Jun. 02, 2020	Apr. 04, 2020	Feb. 24, 2020	Jan. 28, 2020	Jan. 24, 2019	Sep. 14, 2018	Jul. 02, 2018	Jan. 03, 2017	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2021	Mar. 21, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 21, 2019	Aug. 19, 2019	Jun. 09, 2019	Dec. 31, 2018	Sep. 12, 2018
Common stock, shares authorized														200,000,000	200,000,000			200,000,000
Common stock par value														$ 0.0001	$ 0.0001			$ 0.0001
Stock issued during the period, value															$ 39,074,390
Proceeds from issuance of common stock															39,911,415
Proceeds from warrants exercise															5,408,540
Compensation expense															81,537		96,490
2018 Equity Incentive Plan [Member]
Fair value of options																						$ 448,861
Compensation expense															81,537	$ 231,512	68,336
Risk-free interest rate																1.90%
Volatility rate																40.00%
Unrecognized compensation expense														$ 295,779	$ 295,779
Compensation expense recognition period															1 year 9 months 11 days	2 years 3 months 11 days
2018 Equity Incentive Plan [Member] | Restricted Stock Unit [Member]
Number of options to purchase common stock						144,110
2018 Equity Incentive Plan [Member] | Restricted Stock Unit [Member] | January 1, 2021 [Member]
Restricted stock units vesting term percentage						33.00%
2018 Equity Incentive Plan [Member] | Restricted Stock Unit [Member] | January 1, 2022 [Member]
Restricted stock units vesting term percentage						34.00%
2018 Equity Incentive Plan [Member] | Restricted Stock Unit [Member] | January 1, 2023 [Member]
Restricted stock units vesting term percentage						33.00%
2018 Equity Incentive Plan [Member] | Maximum [Member]
Share price														$ 4.29	$ 4.29
2018 Equity Incentive Plan [Member] | Minimum [Member]
Share price														$ 3.90	$ 3.90
ATM Agreement [Member]
Initial public offering, shares													14,962,139
Proceeds from issuance of stock			$ 8,721,746
Proceeds from issuance of common stock													$ 16,200,000
Second ATM Agreement [Member]
Initial public offering, shares		18,616,339												17,165,775
Proceeds from issuance of stock		$ 100,000,000
Proceeds from issuance of common stock		$ 19,763,121												$ 22,800,000	$ 76,400,000
First S-3 and Second S-3 [Member]
Initial public offering, shares															35,782,113
Proceeds from issuance of common stock															$ 42,563,121
Consultant [Member]
Stock issued during period for services, shares																		360,000
Board of Directors [Member] | 2016 Equity Incentive Plan [Member]
Maximum number of shares eligible to receive by employees															12,500
Number of options to purchase common stock												12,500
Exercise price of options												$ 100.00
Options vesting term												4 years
Percentage of vesting of options												25.00%
Compensation expense																	$ 28,154
Share price																	$ 3.060
Risk-free interest rate																	1.72%
Volatility rate																	315.83%
Compensation expense recognition period															3 months
Board of Directors [Member] | 2016 Equity Incentive Plan [Member] | Maximum [Member]
Initial public offering, shares															200,000
Board of Directors [Member] | 2018 Equity Incentive Plan [Member]
Eligible to receive common stock shares description											No employee will be eligible to receive more than 350,000 shares of common stock (10% of authorized shares under the 2018 Plan) in any calendar year under the 2018 Plan pursuant to the grant of awards.
Common stock reserved for future issuance											100,000
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member]
Initial public offering, shares											3,500,000
Number of shares employee eligible to receive											350,000
Percentage of shares employee eligible to receive											10.00%
Common stock reserved for future issuance																					2,000,000		200,000
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | Minimum [Member]
Common stock reserved for future issuance																							100,000
Employees and Officers [Member] | 2018 Equity Incentive Plan [Member]
Number of options to purchase common stock										100,000
Percentage of vesting of options										25.00%
Fair value of options										$ 1,241,417
Employees and Officers [Member] | 2018 Equity Incentive Plan [Member] | Anniversaries of the Grant Date [Member]
Percentage of vesting of options										25.00%
Two Officers [Member] | 2018 Equity Incentive Plan [Member] | Restricted Stock Unit [Member]
Number of restricted stock units granted						90,635
Common Stock [Member]
Initial public offering, shares															32,127,914
Stock issued during the period, value															$ 3,213
Stock issued during period for services, shares															150,000
Conversion of common stock, shares																	126,800
Common Stock [Member]
Debt conversion, converted instrument, shares issued																		3,200,000
Placement Agent Warrants [Member]
Number of warrants issued														24,758	24,758					20,000
Exercise price of warrants																				$ 10
Number of warrants outstanding														20,000	20,000			20,000
Placement Agent Warrants One [Member]
Number of warrants issued														4,758	4,758
Exercise price of warrants														$ 120	$ 120
Placement Agent Warrants Two [Member]
Number of warrants issued														20,000	20,000
Exercise price of warrants														$ 10	$ 10
Class B Warrants [Member]
Number of warrants issued														26,550	26,550			265,500
Exercise price of warrants														$ 120.00	$ 120.00
Number of warrants outstanding														26,550	26,550			265,500
Series A Warrants and Series B Warrants [Member] | Investors [Member] | Exchange Agreement [Member]
Warrants to purchase common stock									42,412
Proceeds from warrants exercise									$ 2,172,680
Stock issuance cost									$ 159,958
Series A Warrants and Series B Warrants One [Member] | Investors [Member] | Exchange Agreement [Member]
Warrants to purchase common stock									50,894
Number of shares issued for exercise of warrants									50,894
Series A Warrants [Member]
Number of warrants issued														519,001	519,001			519,001
Exercise price of warrants														$ 36.70	$ 36.70
Number of warrants outstanding														519,001	519,001			519,001
Series A Warrant [Member]
Warrants exercisable shares, description															Each warrant expires on the fifth anniversary of the original issuance date.
2020 Offering Warrants [Member]
Number of warrants issued														15,371,574	15,371,574
Number of warrants outstanding														15,371,574	15,371,574
Warrants exercisable shares, description					The Company sold 20.7 million warrants (each exercisable into 1 share of common stock for a total of 20.7 million shares of common stock.)			The Company sold 49.45 million warrants (each exercisable into 1/20 of a share of common stock for a total of 2.4725 million shares of common stock)
Number of warrants sold					20,700,000			49,450,000
Number of warrants converted to common stock															5,408,540
Public Offering [Member]
Initial public offering, shares				1,700,000			445,000
Proceeds from initial public offering				$ 1,683,000			$ 912,250	$ 9,472,250
Number of shares exercisable for warrants								2,472,500
Stock issued during the period, value								$ 9,472,250
Warrants to purchase common stock								2,472,500
Public Offering [Member] | Common Stock [Member]
Initial public offering, shares					19,000,000		445,000	4,500,000
Proceeds from initial public offering							$ 912,250
Public Offering [Member] | Warrant [Member]
Initial public offering, shares					20,700,000			49,450,000
Proceeds from initial public offering					$ 19,017,000
Stock issued during the period, value					$ 19,017,000
October 2016 Private Placement [Member] | Placement Agent Warrants [Member]
Warrants expiration date														Oct. 17, 2021	Oct. 17, 2021
March 2018 Private Placement [Member] | Placement Agent Warrants [Member]
Warrants expiration date														Sep. 04, 2023	Sep. 04, 2023
May 2018 Private Placement [Member] | Placement Agent Warrants [Member]
Warrants expiration date														Sep. 04, 2023	Sep. 04, 2023
August 2018 Financing [Member] | Placement Agent Warrants [Member]
Warrants expiration date														Sep. 04, 2023	Sep. 04, 2023
Series C Preferred Stock [Member]
Preferred stock, shares authorized														5,000,000	5,000,000			5,000,000
Preferred stock par value														$ 0.0001	$ 0.0001			$ 0.0001
Initial public offering, shares
Stock issued during the period, value
Stock issued during period for services, shares
Conversion of common stock, shares																	(1,268)
Series D Preferred Stock [Member]
Preferred stock, shares authorized														5,775	5,775
Preferred stock par value														$ 1,000	$ 1,000
Series D Preferred Stock [Member] | Board of Directors [Member]
Preferred stock, shares authorized																			5,775
Series E Preferred Stock [Member]
Preferred stock, shares authorized														15	15			15
Preferred stock par value														$ 0.0001	$ 0.0001			$ 0.0001
Series E Preferred Stock [Member] | Institutional Investor [Member]
Initial public offering, shares	9
Series C Preferred Stock [Member] | Common Stock [Member]
Initial public offering, shares																		126,800
Conversion of common stock, shares																		1,268
Series D Preferred Stock [Member] | Common Stock [Member]
Initial public offering, shares																		3,141,426
Conversion of common stock, shares																		3,563

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Revenue Recognition and Reserve for Sales Returns and Allowances (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Capitalized contracts costs incurred	$ 853,412
Remaining capitalized contracts costs	425,706
Revenue recognition reserve for sales returns and allowances	$ 13,000	$ 13,000
Minimum [Member] | Revenue [Member]
Concentration risk, percentage	2.00%
Maximum [Member] | Revenue [Member]
Concentration risk, percentage	5.00%

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Concentrations (Details Narrative)	Mar. 31, 2021 USD ($)
Risks and Uncertainties [Abstract]
FDIC insured amounts	$ 32,200,000

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Concentrations - Schedule of Concentration Risk Percentage (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue [Member] | Customer One [Member]
Concentration risk, percentage	37.00%	0.00%
Revenue [Member] | Customer Two [Member]
Concentration risk, percentage	17.00%	26.00%
Revenue [Member] | Customer Three [Member]
Concentration risk, percentage	10.00%	21.00%
Revenue [Member] | Customer Four [Member]
Concentration risk, percentage	8.00%	18.00%
Revenue [Member] | Customer Five [Member]
Concentration risk, percentage	6.00%	5.00%
Accounts Receivable [Member] | Customer One [Member]
Concentration risk, percentage	60.00%	0.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentration risk, percentage	6.00%	9.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentration risk, percentage	7.00%	36.00%
Accounts Receivable [Member] | Customer Four [Member]
Concentration risk, percentage	9.00%	17.00%
Accounts Receivable [Member] | Customer Five [Member]
Concentration risk, percentage	7.00%	15.00%
Purchase [Member] | Supplier One [Member]
Concentration risk, percentage	51.00%	11.00%
Purchase [Member] | Supplier Two [Member]
Concentration risk, percentage	24.00%	0.00%
Purchase [Member] | Supplier Three [Member]
Concentration risk, percentage	11.00%	21.00%
Purchase [Member] | Supplier Four [Member]
Concentration risk, percentage	10.00%	10.00%
Purchase [Member] | Supplier Five [Member]
Concentration risk, percentage	0.00%	22.00%
Purchase [Member] | Supplier Six [Member]
Concentration risk, percentage	0.00%	16.00%
Accounts Payable [Member] | Supplier One [Member]
Concentration risk, percentage	8.00%	29.00%
Accounts Payable [Member] | Supplier Two [Member]
Concentration risk, percentage	0.00%	14.00%
Accounts Payable [Member] | Supplier Three [Member]
Concentration risk, percentage	16.00%	6.00%
Accounts Payable [Member] | Supplier Four [Member]
Concentration risk, percentage	8.00%	6.00%
Accounts Payable [Member] | Supplier Five [Member]
Concentration risk, percentage	16.00%	0.00%
Accounts Payable [Member] | Supplier Six [Member]
Concentration risk, percentage	12.00%	0.00%

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Concentrations - Schedule of Geographical Distribution of Revenue Percentage (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Australia [Member] | Revenue [Member]
Concentration risk, percentage	0.00%	3.00%
Australia [Member] | Accounts Receivable [Member]
Concentration risk, percentage	0.00%	4.00%
Canada [Member] | Revenue [Member]
Concentration risk, percentage	4.00%	11.00%
Canada [Member] | Accounts Receivable [Member]
Concentration risk, percentage	4.00%	11.00%
Europe [Member] | Revenue [Member]
Concentration risk, percentage	3.00%	7.00%
Europe [Member] | Accounts Receivable [Member]
Concentration risk, percentage	3.00%	80.00%
United States of America [Member] | Revenue [Member]
Concentration risk, percentage	92.00%	81.00%
United States of America [Member] | Accounts Receivable [Member]
Concentration risk, percentage	92.00%	7.00%
Other [Member] | Revenue [Member]
Concentration risk, percentage	1.00%	(2.00%)
Other [Member] | Accounts Receivable [Member]
Concentration risk, percentage	1.00%	(2.00%)

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Senior Secured Convertible Notes and Notes Payable (Details Narrative)			12 Months Ended
	Nov. 20, 2020 USD ($) $ / shares shares	Aug. 19, 2019 USD ($) Segment $ / shares	Dec. 31, 2020 USD ($)	Mar. 31, 2021 shares	Apr. 30, 2020 USD ($)	Dec. 23, 2019 USD ($)	Dec. 21, 2019 shares
Promissory note payable date		Dec. 31, 2020
Debt instrument conversion price | $ / shares		$ 1.00
Debt installment, description		The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an "Installment Date"). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock.
Debt market price rate		50.00%
Conversion price, description		The shares used to meet a Principal Repayment ("Installment Shares") would be valued at a conversion price calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the twenty trading days prior to the payment date or (ii) 85% of the VWAP of the trading day prior to payment date ("Installment Price") with a floor of $0.10.
Debt instrument trading days | Segment		20
Debt instrument, convertible percentage		85.00%
Percentage to purchase outstanding notes in cash		125.00%
Debt issuance, description		Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance.
Common Stock [Member]
Debt conversion, converted instrument			$ 3,200,000
Series D Preferred Stock [Member]
Preferred stock, shares authorized | shares				5,775
Investor [Member]
Debt installment, description		All amortization payments shall be subject to the Investors' right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $500,000 per trading day or (b) 40% of the volume traded on a given day as reported by Bloomberg LP.
Debt market price rate		40.00%
Accelerated conversion shares | Segment		500,000
Warrants term		5 years
Warrants conversion price percentage		50.00%
Warrants exercise price | $ / shares		$ 1.00
Fair value of warrant liability		$ 575,000
Investor [Member] | Series A Note [Member]
Promissory note face amount		6,720,000
Payment of promissory note		$ 5,000,000
Investor [Member] | Notes [Member]
Original issue discount, percentage		15.00%
Promissory note face amount		$ 4,780,000
Payment of promissory note		4,780,000
Company received amount in connection with note			$ 3,000,000
Board of Directors [Member] | Series D Preferred Stock [Member]
Preferred stock, shares authorized | shares							5,775
Securities Purchase Agreement [Member] | Institutional Investor [Member]
Cash proceeds on the promissory note		$ 11,500,000
Original issue discount, percentage		15.00%
Description for market capitalization		The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company's option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company.
Exchange Agreement [Member] | Investor [Member]
Promissory note face amount						$ 5,500,000
Warrants exercise price | $ / shares	$ 1.00
Debt conversion, converted instrument	$ 2,131,050
Repayments of debt	$ 744,972
Debt conversion, converted instrument, shares issued | shares	1,850,000
Number of warrant issued shares | shares	575,000
Note receivable	$ 1,480,000
Gains losses debt	$ 1,810,712
Paycheck Protection Program [Member]
Promissory note face amount					$ 399,300