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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term and tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions made in valuing stock instruments issued for services.

 

Accounts Receivable

Accounts Receivable

 

Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At June 30, 2023 and December 31, 2022, management determined that no allowance was necessary.

 

Deferred Offering Costs

Deferred Offering Costs

 

Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur.

 

Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

 

Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer.

 

 

All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

 

The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

 

The following table presents our net sales by revenue source, and the period-over-period percentage change, for the period presented:

 

 

   2023   2022     
  

Three Months Ended

June 30,

     
   2023   2022     
Net Sales Source  Revenue   Revenue   % Change 
Distributors  $9,000   $10,000    -10%
Online Sales   38,000    54,000    -30%
Shipping   2,000    1,000    100%
Sales discounts   (2,000)   (21,000)   -90%
Net Sales  $47,000   $44,000    7%

 

   2023   2022     
  

Six Months Ended

June 30,

     
   2023   2022     
Net Sales Source  Revenue   Revenue   % Change 
Distributors  $67,000   $51,000    31%
Online Sales   105,000    87,000    21%
Shipping   4,000    2,000    100%
Sales discounts   (39,000)   (31,000)   26%
Net Sales  $137,000   $

109,000

    26%

 

The following table presents our net sales by product lines for the period presented:

 

   2023   2022 
  

Three Months Ended

June 30,

 
   2023   2022 
Product Line  Revenue   Revenue 
Golf Putters  $46,000   $64,000 
Accessories   1,000    - 
Shipping   2,000    1,000 
Sales discounts   (2,000)   (21,000)
Net Sales  $47,000   $44,000 

 

   2023   2022 
  

Six Months Ended

June 30,

 
   2023   2022 
Product Line  Revenue   Revenue 
Golf Putters  $167,000   $137,000 
Accessories   5,000    1,000 
Shipping   4,000    2,000 
Sales discounts   (39,000)   (31,000)
Net Sales  $137,000   $109,000 

 

 

Loss per Common Share

Loss per Common Share

 

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive.

 

For the six months ended June 30, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:

 

 

   June 30, 2023   June 30, 2022 
Options   2,290,835    2,180,835 
Common stock subject to possible redemption   561,375    561,375 
Total   2,852,210    2,742,210 

 

Advertising Costs

Advertising Costs

 

Advertising costs are expensed as incurred and are included in selling, general and administrative expense. Advertising costs aggregated $55,000 and $139,000 for the six months ended June 30, 2023 and 2022, respectively.

 

Research and Development

Research and Development

 

Research and development expenses consist primarily of personnel costs, prototype expenses, and consulting services associated with research and development equipment. Research and development costs are expensed as incurred. For the six months ended June 30, 2023 and 2022, research and development costs were $43,000 and $10,000, respectively.

 

Stock-Based Compensation

Stock-Based Compensation

 

The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

 

The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company is a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

 

During the six months ended June 30, 2023 and 2022, common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.

 

 

Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

 

The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

 

Concentrations of Risk

Concentrations of Risk

 

Cash Balances. The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. From time to time, however, the Company may be exposed to risk for the amounts of funds held in bank accounts in excess of the FDIC limit. To minimize the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. All of the non-interest bearing cash balances were fully insured at June 30, 2023 and December 31, 2022.

 

Net sales. During the three months ended June 30, 2023, one Company customer classified as a distributor, accounted for 19% of net sales, respectively. No other customers exceeded 10% of net sales. During the three months ended June 30, 2022, a Company customer classified as a distributor, accounted for 35% of net sales, respectively. No other customers exceeded 10% of net sales.

 

During the three months ended June 30, 2023, more than 90% of the Company’s net sales were in the United States. During the three months ended June 30, 2022, 35% of the Company’s net sales were in Japan, and 65% of the Company’s net sales were in the United States.

 

During the six months ended June 30, 2023, the Company’s two largest customers classified as distributors accounted for 31% and 13% of net sales, respectively. No other customers exceeded 10% of net sales. During the six months ended June 30, 2022, two Company customers classified as distributors, accounted for 32% and 14% of net sales. No other customers exceeded 10% of net sales.

 

During the six months ended June 30, 2023, 31% of the Company’s net sales were in South Korea, and 69% of the Company’s net sales were in the United States. During the six months ended June 30, 2022, 32% of the Company’s net sales were in Japan, 66% of the Company’s net sales were in the United States remaining 4% in other countries.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 was effective for the Company beginning January 1, 2023. The Company does not believe the impact of the new guidance and related codification improvements had be material effect to its financial position, results of operations and cash flows.

 

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.