LUXURBAN HOTELS INC., 10-K filed on 3/31/2023
Annual Report
v3.23.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2022
Mar. 27, 2023
Cover [Abstract]    
Document Type 10-K  
Amendment Flag false  
Document Annual Report true  
Document Transition Report false  
Document Period End Date Dec. 31, 2022  
Document Fiscal Period Focus FY  
Document Fiscal Year Focus 2022  
Current Fiscal Year End Date --12-31  
Entity File Number 001-41473  
Entity Registrant Name LUXURBAN HOTELS INC.  
Entity Central Index Key 0001893311  
Entity Tax Identification Number 82-3334945  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 2125 Biscayne Blvd  
Entity Address, Address Line Two Suite 253  
Entity Address, City or Town Miami  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33137  
City Area Code (833)  
Local Phone Number 723-7368  
Title of 12(b) Security Common Stock, $0.00001 par value per share  
Trading Symbol LUXH  
Security Exchange Name NASDAQ  
Entity Well-known Seasoned Issuer No  
Entity Voluntary Filers No  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Public Float $ 8,442,281  
Entity Common Stock, Shares Outstanding   29,392,464
Documents Incorporated by Reference [Text Block] Portions of the registrant’s Definitive Proxy Statement for its 2023 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission on or before April 30, 2023) are incorporated by reference into this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.  
ICFR Auditor Attestation Flag false  
Auditor Firm ID 606  
Auditor Name GRASSI & CO., CPAs, P.C.  
Auditor Location Jericho, New York  
v3.23.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Current Assets    
Cash and Cash Equivalents $ 1,076,402 $ 6,998
Treasury Bills 2,661,382
Processor Retained Funds 6,734,220 56,864
Other Current Assets 963,300 166,667
Deferred Offering Costs 771,954
Security Deposits - Current 112,290 276,943
Total Current Assets 11,547,594 1,279,426
Other Assets    
Furniture and Equipment, Net 197,129 11,500
Restricted Cash 1,100,000 1,100,000
Security Deposits - Noncurrent 11,233,385 1,377,010
Prepaid Expenses and Other Noncurrent Assets 559,838
Operating Lease Right-Of-Use Asset, Net 83,325,075
Total Other Assets 96,415,427 2,488,510
Total Assets 107,963,021 3,767,936
Current Liabilities    
Accounts Payable and Accrued Expenses 6,252,491 4,209,366
Rents Received in Advance 2,566,504 1,819,943
Short Term Business Financing 1,921,439 1,386,008
Loans Payable - Current 10,406,095 2,104,408
Operating Lease Liability - Current 4,293,085
Total Current Liabilities 25,439,614 9,519,725
Long-Term Liabilities    
Loans Payable 4,189,193 4,925,449
Deferred Rent 536,812
Operating Lease Liability - Noncurrent 81,626,338
Total Long-Term Liabilities 85,815,531 5,462,261
Total Liabilities 111,255,145 14,981,986
Stockholders’ Deficit    
Members’ Deficit (11,214,050)
Common Stock (shares authorized, issued and outstanding - 90,000,000; 27,691,918; 27,691,918; respectively) 276
Additional Paid in Capital 17,726,592
Accumulated Deficit (21,018,992)
Total Stockholders’ Deficit (3,292,124) (11,214,050)
Total Liabilities and Stockholders’ Deficit $ 107,963,021 $ 3,767,936
v3.23.1
Condensed Consolidated Balance Sheets (Parenthetical) - shares
Dec. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Shares authorized 90,000,000 90,000,000
Shares issued 27,691,918 27,691,918
Shares outstanding 27,691,918 27,691,918
v3.23.1
Condensed Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]    
Net Rental Revenue $ 43,825,424 $ 21,379,913
Rent Expense 10,340,188 10,037,659
Non-Cash Rent Expense Amortization 1,894,731 325,114
Other Expenses 19,215,156 8,906,380
Total Cost of Revenue 31,450,075 19,269,153
Gross Profit 12,375,349 2,110,760
General and Administrative Expenses 6,794,111 2,844,637
Non-Cash Stock Compensation Expense 2,547,536
Non-Cash Write-Off of Net Right-of-Use Assets Associated with Apartment Rental Exit 2,385,995
Cash Costs Associated with Apartment Rental Exit 4,103,898
Total Operating Expenses 15,831,540 2,844,637
Loss from Operations (3,456,191) (733,877)
Other Income (Expense)    
Other Income 1,584,105 127,058
Cash Interest and Financing Costs (5,483,891) (1,626,565)
Non-Cash Financing Costs (2,034,376)
Total Other Expense (5,934,162) (1,499,507)
Loss Before Provision for Income Taxes (9,390,353) (2,233,384)
Provision for Income Taxes 0 0
Net Loss $ (9,390,353) $ (2,233,384)
Basic and Diluted Loss Per Common Share $ (0.40)
Basic and Diluted Weighted Average Number of Common Shares Outstanding 23,432,870
v3.23.1
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($)
Common Stock [Member]
Stockholder Member Deficit [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance - January 1, 2021 partnership equity at Dec. 31, 2020 $ (7,795,669)
Beginning balance, shares at Dec. 31, 2020        
Net Loss (2,233,384)
Contributions   72,082      
Distributions   (1,257,079)    
Balance - December 31, 2021 partnership equity at Dec. 31, 2021 (11,214,050)
Ending balance, shares at Dec. 31, 2021        
Balance - December 31, 2022 at Dec. 31, 2021 (11,214,050) (11,214,050)
Cumulative effect of changes in accounting principle (414,373)   (414,373)
Conversion to C Corp $ 216 11,628,423 (11,628,639)
Conversion to C Corp (in shares) 21,675,001        
Net Loss (9,390,353) (9,390,353)
Conversion of Loans at IPO $ 14 2,830,112 2,830,126
Conversion of Loans (in shares) 1,425,417        
Sale of Common Stock (Net of Related Costs) $ 34 10,198,514 10,198,548
Sale of Common Stock (Net of Related Costs) (in shares) 3,375,000        
Warrant Expense Upon Issuance of Warrants 1,850,431 1,850,431
Stock Option Expense for Share-Based Compensation 600,037 751,776
Stock Compensation Expense Upon Issuance of Common Stock $ 11   1,947,489   1,795,771
Stock Compensation Expense Upon Issuance of Common Stock (in shares) 1,116,500        
Conversion of Loans post IPO $ 1 299,999 300,000
Conversion of Loans post IPO, shares 100,000        
Ending balance, shares at Dec. 31, 2022 27,691,918        
Balance - December 31, 2022 at Dec. 31, 2022 $ 276 $ 17,726,592 $ (21,018,992) $ (3,292,124)
v3.23.1
Consolidated Statement of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash Flows from Operating Activities    
Net Loss $ (9,390,353) $ (2,233,384)
Adjustments to reconcile net loss to net cash used in operating activities:    
Non-cash stock based compensation 2,547,536
Non-cash warrant expense 1,850,431
Depreciation expense 8,671
Non-cash debt discount amortization 167,652
Non-cash rent expense amortization 1,894,731 325,114
Non-cash Write-Off of net Right-of-Use assets associated with apartment rental exit 2,385,995
Non-cash Financing Charges Associated with Short Term Business Financing 337,759
Unrealized gain on Treasury Bills (2,553)
Loan forgiveness - SBA - PPP loan (516,225)
(Increase) Decrease in:    
Processor retained funds (6,677,356) 1,650
Prepaid expense and other assets (1,356,471) (938,621)
Securities deposits - current 164,653
Security deposits - noncurrent (9,856,375) (1,219,966)
(Decrease) Increase in:    
Accounts payable and accrued expenses 2,043,125 436,447
Operating lease liability (2,637,552)
Rents received in advance 746,561 961,405
Net cash used in operating activities (18,289,771) (2,667,355)
Cash Flows from Investing Activities    
Purchase of property and equipment (194,300) (11,500)
Purchase of Treasury Bills (2,658,829)
Net cash used in Investing activities (2,853,129) (11,500)
Cash Flows from Financing Activities    
Deferred Offering Costs 771,954
Proceeds from loans payable - net 10,962,554 1,219,665
(Repayments of) proceeds from loans payable - related parties - net 2,684,744
Proceeds from short term business financing - net 279,248 1,065,929
Issuance of common stock 10,198,548
Contributions from members 72,082
Distributions to members (1,257,079)
Net cash provided by financing activities 22,212,304 3,785,341
Net Increase in Cash and Restricted Cash 1,069,404 1,106,486
Cash and Restricted Cash - beginning of the period 1,106,998 512
Cash and Restricted Cash - end of the period 2,176,402 1,106,998
End of Period    
Cash 1,076,402 6,998
Restricted Cash 1,100,000 1,100,000
Total Cash and Restricted Cash - end of period 2,176,402 1,106,998
Cash paid for:    
Taxes
Interest 4,336,468 901,884
Initial Recognition of Operating Lease Right-of-Use Assets 36,304,289
Acquisition of New Operating Lease Right-of-Use Assets 57,907,139
Noncash financing activities:    
Conversion of debt to common stock and additional paid-in capital 3,954,468
Common stock issued in exchange for warrants 4,635,245
Imputed interest on related party loans with below market interest rates reported as contributions from members $ 38,606
v3.23.1
DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

1 - DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

 

LuxUrban Hotels Inc. (LUXH) utilizes an asset light business model to lease entire hotels on a long-term basis and rent out hotel rooms in the properties it leases. The Company currently manages a portfolio of hotel rooms in New York, Washington D.C., Miami Beach, New Orleans and Los Angeles.

 

In late 2021, LUXH commenced the process of winding down its legacy business of leasing and re-leasing multifamily residential units, as it pivoted toward its new strategy of leasing hotels. The Company’s transition has been substantially completed, although it continues to lease a total of approximately 9 multifamily residential units in Denver.

 

The consolidated financial statements include the accounts of LuxUrban Hotels Inc. (“LuxUrban”) and its wholly owned subsidiary SoBeNY Partners LLC (SoBeNY”). On November 2, 2022, CorpHousing Group Inc. (“CorpHousing”) changed its name to LuxUrban Hotels Inc. In June 2021, the members of SoBeNY exchanged all of their membership interests for additional membership interests in Corphousing LLC, with SoBeNY becoming a wholly owned subsidiary of Corphousing LLC. Both entities were under common control at the time of the transaction. Since there was no change in control over the net assets, there is no change in basis in the net assets.

 

In January 2022, Corphousing LLC and its wholly owned subsidiary, SoBeNY, converted into C corporations, with the then current members of Corphousing LLC becoming the stockholders of the newly formed C corporation, CorpHousing Group Inc. The conversion has no effect on our business or operations and was undertaken to convert the forms of these legal entities into corporations for purposes of operating as a public company. All properties, rights, businesses, operations, duties, obligations and liabilities of the predecessor limited liability companies remain those of CorpHousing Group Inc. and SoBeNY Partners Inc.

 

All significant intercompany accounts and transactions have been eliminated in consolidation.

 
v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a.Basis of Presentation — The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

b.Revenue Recognition — The Company’s revenue is derived primarily from the rental of Units to its guests. The Company recognizes revenue when obligations under the terms of a contract are satisfied and control over the promised goods and services is transferred to the guest. For the majority of revenue, this occurs when the guest occupies the Unit for the agreed upon length of time and receives any services that may be included with their stay. Revenue is measured as the amount of consideration it expects to receive in exchange for the promised goods and services. The Company recognizes any refunds and allowances as a reduction of rental income in the consolidated statements of operations.

 

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.

 

Payment received for the future use of a rental unit is recognized as a liability and reported as rents received in advance on the balance sheets. Rents received in advance are recognized as revenue after the rental unit is occupied by the customer for the agreed upon length of time. The rents received in advance balance as of December 31, 2022 and December 31, 2021, was $2,566,504 and $1,819,943, respectively and is expected to be recognized as revenue within a one-year period.

 

c.Use of Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from those estimates.

 

d.Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had $1,076,402 and no cash equivalents as of December 31, 2022 and 2021.

 

e.Fair Value of Financial Instruments — The carrying amount of cash, processor retained funds, security deposits, accounts payable and accrued expenses, rents received in advance, and merchant cash advances approximate their fair values as of December 31, 2022 and December 31, 2021 because of their short term natures.

 

f.Advertising — Advertising and marketing costs are expensed as incurred. During the year ended December 31, 2022, and 2021, advertising and marketing costs incurred by the Company totaled $3,126 and $109,220, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations.

 

f.Commissions — The Company pays commissions to third-party sales channels to handle the marketing, reservations, collections, and other rental processes for most of the units. For the year ended December 31, 2022, and 2021, commissions were $6,549,422 and $1,719,724, respectively. These expenses are included in cost of revenue in the accompanying consolidated statement of operations.

 

g.Deferred Rent — The Company has entered into several operating lease agreements, some of which contain provisions for future rent increases. In accordance with GAAP, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in long-term liabilities in the accompanying consolidated balance sheets. The Company adopted Topic 842 effective January 1, 2022. See note 4 for more details.

 

h.Income Taxes — In accordance with GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return.

 

The Company is subject to income taxes in the jurisdictions in which it operates. The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry-forwards. A valuation allowance is recorded for deferred tax assets if it is more likely than not that the deferred tax assets will not be realized.

 

For the year ended December 31, 2022, the Company did not record a provision for income taxes as a result of a net loss for the period.

 

For 2021, the Company, which has been classified as a partnership for federal income tax purposes, is not subject to federal, state, and certain local income taxes and, accordingly, makes no provision for income taxes in its financial statements. The Company’s taxable income or loss is reportable by its stockholders. For 2022, the Company, converted into a C corporation.

 

i.Sales Tax — The majority of sales tax is collected from customers by our third-party sales channels and remitted to governmental authorities by these third-party sales channels. For any sales tax that is the Company’s responsibility to remit, the Company records the amounts collected as accrued expenses and relieves such liability upon remittance to the taxing authority. Rental income is presented net of any sales tax collected. As of December 31, 2022 and 2021, the Company accrued sales tax payable of approximately $229,371 and $296,000, respectively and it is included in accounts payable and accrued expenses in the consolidated balance sheet. The Company is in the process of filing for the Voluntary Disclosure and Compliance Program with any taxing authority to avoid any potential penalties where the Company has been delinquent in filing returns.

 

j.Paycheck Protection Program Loan (“PPP”) — As disclosed in Note 3, the Company has chosen to account for the loan under FASB ASC 470, Debt. Repayment amounts due within one year are recorded as current liabilities, and the remaining amounts due in more than one year, if any, as other liabilities. In accordance with ASC 835, Interest, no imputed interest is recorded as the below market interest rate applied to this loan is governmentally prescribed. If the Company is successful in receiving forgiveness for those portions of the loan used for qualifying expenses, those amounts will be recorded as a gain upon extinguishment as noted in ASC 405, Liabilities.

 

k.Earnings Per Share (“EPS”) — The Company has incurred a net loss for 2022 and as such, basic and diluted shares and weighted average shares outstanding are the same.

 

l.Liquidity — The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation as a going concern. As reflected in the accompanying statement of operations, for the year ended December 31, 2022, the Company had a net loss of $9,390,353. In addition, the Company has also sustained significant losses in prior years. Our working capital deficit as of December 31, 2022, was $13,892,020. We have renegotiated with our creditors prior to and subsequent to year end and we have completed our business shift from apartments to hotels we believe we will achieve cash flow positive results in 2023.  The Company believes cash on hand and Treasury Bills as well as anticipated cash flow from operations will be sufficient to fund operations for the twelve months post this filing.

 
v3.23.1
LEASES
 12 Months Ended
Dec. 31, 2022
Leases  
LEASES

3 - LEASES

 

In February 2017, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about lease arrangements, specifically differentiating between different types of leases. The Company adopted Topic 842, with an effective date of January 1, 2022. The consolidated financial statements from this date are presented under the new standard, while the comparative periods presented are not adjusted and continue to be reported in accordance with the Company’s historical accounting policy. This standard requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.

 

Under Topic 842, the Company applied a dual approach to all leases whereby the Company is a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement. Regardless of classification, the Company records a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Operating lease expense is recognized on a straight-line basis over the term of the lease.

 

Operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent our right to use an underlying asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases.

 

The adoption of the new lease standard had a significant impact on the Consolidated Balance Sheets, resulting in the recognition on 1/1/2022 a right-of-use asset of $36,304,289, current lease liabilities of $7,370,890 and long-term lease liabilities of $29,884,584. In addition, the Company recognized $414,373 cumulative effect adjustment to retained earnings on the Consolidated Statements of Shareholders’ Equity related to the unamortized deferred lease costs incurred in prior periods which do not meet the definition of initial direct costs under Topic 842. The adoption of Topic 842 did not have a significant impact on the lease classification or a material impact on the Consolidated Statements of Operations.

 

The components of the right-of-use asset and lease liabilities as of December 31, 2022 are as follows:

 

At December 31, 2022, supplemental balance sheet information related to leases were as follows:

 

     
Operating lease right of use asset  $83,325,075 
Operating lease liability, current portion  $4,293,085 
Operating lease liability, net of current portion  $81,626,338 

 

At December 31 2022, future minimum lease payments under the non-cancelable operating leases are as follows:

 

     
Twelve Months Ending December 31,    
2023  $12,695,360 
2024   13,104,192 
2025   13,501,012 
2026   13,147,855 
2027   9,626,575 
Thereafter   93,577,837 
Total lease payment  $155,652,832 
      
Less interest    (69,733,409) 
Present value obligation   85,919,423 
Short-term liability    (4,293,085) 
Long-term liability    81,626,338 

 

The following summarizes other supplemental information about the Company’s operating lease:

 

    
   December 31, 
   2022 
Weighted average discount rate   10%
Weighted average remaining lease term (years)   11.7 years 

 

Year Ended
December 31,
2022
Operating lease cost  $12,234,919 
Total lease cost  $12,234,919 

 
v3.23.1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 12 Months Ended
Dec. 31, 2022
Payables and Accruals [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued expenses totaled $6,252,492 and $4,209,366 as of December 31, 2022 and December 31, 2021, respectively. As of December 31, 2022, the balance consisted of approximately $1,570,000 of accrued payroll and related liabilities, $1,002,000 of accrued interest, $805,000 of legal exposure, $572,000 of commissions, $507,000 of credit cards payable, $495,000 professional fees, $371,000 in sales and real estate taxes, $104,000 of rent, $268,000 in costs related to the initial public offering, $265,000 of legal and accounting fees, $135,000 of director fees, and $158,000 of other miscellaneous items. As of December 31, 2021 the balance consisted of approximately $980,000 of credit cards payable, $600,000 of professional fees, $570,000 of rent, $570,000 of commissions, $475,000 of short-term negative cash balances, $295,000 in sales tax, $290,000 in costs related to the initial public offering, $228,000 of refunds, $97,000 of furniture, and $105,000 of other miscellaneous items.

 

Of the legal amounts accrued, the company believes the accrual best estimates the most likely outcomes of these matters however the range of outcomes could be between $650,000–$850,000.

 
v3.23.1
LOANS PAYABLE — SBA — PPP LOAN
 12 Months Ended
Dec. 31, 2022
Loans Payable Sba Ppp Loan  
LOANS PAYABLE — SBA — PPP LOAN

5 - LOANS PAYABLE — SBA — PPP LOAN

 

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide emergency assistance for individuals, families, and organizations affected by the coronavirus pandemic. The PPP, created through the CARES Act, provides qualified organizations with loans of up to $10,000,000. Under the terms of the CARES Act and the PPP, the Company can apply for and be granted forgiveness for all or a portion of the loan issued to the extent the proceeds are used in accordance with the PPP.

 

In April and May 2020, SoBeNY and CorpHousing obtained funding of $516,225 and $298,958, respectively, from a bank established by the Small Business Administration (“SBA”). The loans have an initial deferment period wherein no payments are due until the application of forgiveness is submitted, not to exceed ten months from the covered period. Interest will continue to accrue during this deferment period. The April loan was written off by the bank in the September 2022 quarter and subsequently taken to other income. After the deferment period ends, the May loan is payable in equal monthly installments of $15,932, including principal and interest at a fixed rate of 1.00%. No collateral or personal guarantees were required to obtain the PPP loans. The Company does not intend to apply for forgiveness of these loans and expects to repay the loans in accordance with the terms of the agreements.

 

Accrued interest at December 31, 2022 and December 31, 2021, was $5,571 and $13,337, respectively, and is included in accounts payable and accrued expenses in the consolidated balance sheets.

 

Future minimum principal repayments of the SBA — PPP loans payable are as follows:

 

    
For the Twelve Months Ending December 31,    
2023  $298,958 

 
v3.23.1
LOANS PAYABLE — SBA — EIDL LOAN
 12 Months Ended
Dec. 31, 2022
Loans Payable Sba Eidl Loan  
LOANS PAYABLE — SBA — EIDL LOAN

6 - LOANS PAYABLE — SBA — EIDL LOAN

 

During 2020, the Company received three SBA Economic Injury Disaster Loans (“EIDL”) in response to the COVID-19 pandemic. These are 30-year loans under the EIDL program, which is administered through the SBA. Under the guidelines of the EIDL, the maximum term is 30 years; however, terms are determined on a case-by-case basis based on each borrower’s ability to repay and carry an interest rate of 3.75%. The EIDL loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from this loan must be used solely as working capital to alleviate economic injury caused by the COVID-19 pandemic.

 

On April 21, 2020, SoBeNY received an EIDL loan in the amount of $500,000. The loan bears interest at 3.75% and requires monthly payments of principal and interest of $2,437 beginning April 21, 2022, and is personally guaranteed by a managing stockholder. On June 18, 2020, Corphousing received an EIDL loan in the amount of $150,000. The loan bears interest at 3.75% and requires monthly payments of principal and interest of $731 beginning June 18, 2022. On July 25, 2020, S-Be received an EIDL loan in the amount of $150,000. The loan bears interest at 3.75% and requires monthly payments of principal and interest of $731 beginning July 25, 2022. Any remaining principal and accrued interest is payable thirty years from the date of the EIDL loan.

 

The outstanding balance at December 31, 2022 and December 31, 2021, was $800,000 and $800,000, respectively.

 

Accrued interest at December 31, 2022 was $30,000 and is included in accounts payable and accrued expenses in the consolidated balance sheets.

 

Future minimum principal repayments of the SBA — EIDL loans payable are as follows:

 

     
For the Twelve Months Ending December 31,    
2023  $15,523 
2024   14,826 
2025   15,391 
2026   15,979 
2027   16,588 
Thereafter   721,693 
Total  $800,000 

 
v3.23.1
SHORT-TERM BUSINESS FINANCING
 12 Months Ended
Dec. 31, 2022
Short-term Business Financing  
SHORT-TERM BUSINESS FINANCING

7 - SHORT-TERM BUSINESS FINANCING

 

The Company entered into multiple short-term factoring agreements related to future credit card receipts to fund operations. The Company is required to repay this financing in fixed daily payments until the balance is repaid. Fees associated with the this financing have been recognized in interest expense in the accompanying consolidated statement of operations. As of December 31, 2022 and December 31, 2021, the outstanding balance on these merchant cash advances net of unamortized costs was $1,921,439 and $1,386,008, respectively and is expected to be repaid within twelve months.

 
v3.23.1
LOANS PAYABLE
 12 Months Ended
Dec. 31, 2022
Disclosure Loans Payable Abstract  
LOANS PAYABLE

8 - LOANS PAYABLE

 

Loans payable consist of the following as of:

 

          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $100,000, bears interest at 1%, requires no payments until maturity in March 2024, converted to equity at the initial public offering  $-   $20,500 
Original borrowings of $250,000, bears interest at 1%, requires no payments until maturity in January 2024   210,500    210,500 
Original payable of $151,096 with additional net borrowings of $252,954, requires monthly payments of $1,500 until total payments of $404,050 have been made   392,044    242,053 
Original payable of $553,175 with additional net borrowings of $72,237, requires monthly payments of $25,000 until total payments of $625,412 have been made   450,000    553,175 
Original payable of $492,180 with additional net borrowings of $620,804 requires monthly payments of $25,000 until total payments of $1,112,984 have been made   865,618    1,020,890 
Borrowings of $9,075,000 and unamortized original issue discount of $638,388, bears interest at 5%, requires no payments until maturity in May 2023 (“Investor Notes”)   8,275,040    - 
Original borrowings of $60,000, bears interest at 1%, requires no payments until maturity in January 2024   60,000    - 
Original amounts due of $195,000, related to services provided by a vendor, requires monthly payments of $10,000 through May 2022, then monthly payments of $25,000 through August 2022 at which time any remaining balance is due   65,000    145,000 
Letter of credit   2,500,000    - 
Original borrowing of $119,224 with monthly payments $14,903    119,224    - 
Other borrowing    225,929    - 
    13,163,355    2,192,118 
Less: Current maturities   9,761,723    1,267,004 
   $3,401,632   $925,114 

 

In conjunction with the initial public offering in August of 2022, we repaid $2,500,000 of Investor Notes which included a prepayment premium of 15%. On September 16, 2022, under the terms of the agreement, we sold an additional $2,070,000 of Investor Notes, including an original issue discount of 15%. In conjunction with this sale, we issued 517,500 warrants with an exercise price of $4.00. In conjunction with these warrants and notes sale, we recorded $349,899 of debt discount associated with this warrant issuance.

 

On September 30, 2022, we sold an additional $1,408,750 of Investor Notes, including an original issue discount of 15%. In conjunction with this sale, we issued 352,188 warrants with an exercise price of $4.00. In conjunction with these warrants and notes sale, we recorded $241,455 of debt discount associated with this warrant issuance.

 

Future minimum principal repayments of the loans payable are as follows:

 

     
For the Twelve Months Ending December 31,    
2023  $9,761,723 
2024   3,401,632 
Loans payable  $13,163,355 

 
v3.23.1
OANS PAYABLE — RELATED PARTIES
 12 Months Ended
Dec. 31, 2022
Oans Payable Related Parties  
OANS PAYABLE — RELATED PARTIES

9 - LOANS PAYABLE — RELATED PARTIES

 

Loans payable — related parties consists of the following:

 

          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $496,500, bears interest at 6%, requires no payments until maturity in May 2023. Lender is a stockholder of the Company  $238,000   $496,500​​ 
Original borrowings of $150,000, bears interest at various rates based on the lenders borrowing rates. No stated repayment terms. Lender is controlled by the managing stockholder and owned by his spouse   -    22,221 
    238,000    518,721 
Less: Current maturities   238,000    22,221 
   $-   $496,500 

 

Future minimum principal repayments of the loans payable — related parties are as follows:

 

    
For the Twelve Months Ending December 31,    
2023  $238,000 
 Loans payable - related parties  $238,000 

 
v3.23.1
CONVERTIBLE NOTES - RELATED PARTIES
 12 Months Ended
Dec. 31, 2022
Convertible Notes - Related Parties  
CONVERTIBLE NOTES - RELATED PARTIES

10 - CONVERTIBLE NOTES - RELATED PARTIES

 

          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $1,966,019, bears interest at 6%, requires no payments until maturity in April 2023. Lender is related to the managing stockholder. Contingently convertible upon certain triggering events, converted to equity at the initial public offering  $-   $1,966,019​​ 
Convertible revolving credit line of $650,000, bears interest at 1%, requires no payments until maturity in March 2024. Lender is related to the managing stockholder. Notes converted to equity at the initial public offering   -    642,841 
   $-   $2,608,860​​ 
Less: Current maturities   -    - 
   $-   $2,608,860​​ 

 
v3.23.1
LINE OF CREDIT
 12 Months Ended
Dec. 31, 2022
Line Of Credit  
LINE OF CREDIT

11 - LINE OF CREDIT

 

In February 2019, the Company entered into a line of credit agreement in the amount of $95,000. The line bears interest at prime, 7.27% as of December 31, 2022, plus 3.49%. The line matures in February 2029. Outstanding borrowings were $94,975 as of December 31, 2022 and December 31, 2021.

 
v3.23.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

12 - RELATED PARTY TRANSACTIONS

 

Consulting services related to the management of the Company, including overseeing the leasing of additional units and revenue management, were provided to the Company through a consulting agreement with SuperLuxMia LLC, a consulting firm owned by a stockholder of the Company. For the year ended December 31, 2022, these consulting fees of the Company totaled approximately $192,000, as compared to $722,000, year ended December 31, 2021, and are included in general and administrative expenses in the accompanying consolidated statements of operations.

 

On December 20, 2022, the Company, and our chairman and chief executive officer, Brian Ferdinand (“Ferdinand”), entered into a Note Extension and Conversion Agreement with Greenle Partners LLC Series Alpha PS (“Greenle Series Alpha”) and Greenle Partners LLC Series Beta P.S., a Delaware limited liability company (“Greenle Beta” and, together with Greenle Alpha, “Greenle”). Greenle was the purchaser of 15% OID senior secured notes (the “Notes”) and warrants to purchase our common stock (“Warrants”) under certain securities purchase agreements and loan agreements between us and Greenle, including the Securities Purchase Agreement dated as of September 30, 2022, as amended by the letter agreement dated October 20, 2022, and the Loan Agreement dated as of November 23, 2022.

 

Under the terms of the Note Extension and Conversion Agreement, Greenle has agreed to convert from time to time up to $3,000,000 aggregate principal amount of the Notes into up to 1,000,000 shares of our common stock (the “Conversion Shares”) at the conversion price of $3.00 per share prescribed by the Notes. Additionally, Greenle has agreed that the payment date of certain of our notes in the aggregate principal amount of $1,250,000, maturing on January 30, 2023, shall be extended to March 1, 2023. On the date of any such conversion we shall issue to Greenle a number of credits under our existing revenue share agreements with them equal to fifteen percent (15%) of the principal amount of the Notes so converted. As of December 31, 2022, $300,000 of this note was converted and the entire $3,000,000 was converted in January of 2023. As part of this conversion, Ferdinand provided 874,474 of Conversion Shares to Greenle.

 
v3.23.1
RISKS AND UNCERTAINTIES
 12 Months Ended
Dec. 31, 2022
Risks and Uncertainties [Abstract]  
RISKS AND UNCERTAINTIES

13 - RISKS AND UNCERTAINTIES

 

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. All accounts at an insured depository institution are insured by the FDIC up to the standard maximum deposit insurance of $250,000 per institution.

 
v3.23.1
MAJOR SALES CHANNELS
 12 Months Ended
Dec. 31, 2022
Major Sales Channels  
MAJOR SALES CHANNELS

14 - MAJOR SALES CHANNELS

 

The Company uses third-party sales channels to handle the reservations, collections, and other rental processes for most of the units. Three sales channels represented approximately 95% of total revenue during the year ended ended December 31, 2022, as compared to 93% for the year ended December 31, 2021. The loss of business from one or a combination of the Company’s significant sales channels, or an unexpected deterioration in their financial condition, could adversely affect the Company’s operations.

 
v3.23.1
TAXES
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
TAXES

16 - TAXES

 

The Company converted from an LLC into a C-Corp on January 4, 2022 and as such this is the first year subject to federal and state income taxes. We are subject to U.S. federal income tax as well as income tax of certain state jurisdictions. The components of income tax and the effective tax rates for the years ended December 31, 2022 and 2021 are as follows:

 

          
   Year ended December 31, 
   2022   2021 
Current:          
Federal   -    - 
State   -    - 
Total Current   -    - 
Deferred:          
Federal   (673,020)   - 
State   (177,643)   - 
Total Deferred   (850,663)   - 
Valuation Allowance   850,663    - 
Total Income tax expense   -    - 
Pre-tax Loss   (9,390,353)   (2,233,384)
Effective Income Tax Rate   0%   0%

 

A reconciliation of an income tax expense at federal statutory income tax rate of 21.0% and state income tax rate of 5.5% to our income tax expense at the effective tax rate is as follows:

 

          
   Year ended December 31, 
   2022   2021 
Tax at the Statutory Federal Rate   21.0%   0.0%
State Income Taxes   5.5%   0.0%
Valuation Allowance   -26.5%   0.0%
Effective Income Tax Rate   0.0%   0.0%

 

Deferred tax assets consist of the following at December 31, 2022 and 2021:

 

          
  Year ended December 31, 
   2022   2021 
Non-Cash Stock Compensation Expense   676,190            - 
Change in Right-of-Use Asset and Lease Liability, Net   436,143    - 
Interest Expense   1,151,025    - 
Total DTA before VA   2,263,358    - 
VA   (2,263,358)   - 
Net DTA   -    - 

 

Based on recent operating losses, the Company has decided to record a full valuation allocation on its deferred tax assets. Accordingly, a valuation allowance of $2,263,358 has been established.

 
v3.23.1
STOCK OPTIONS AND WARRANTS
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
STOCK OPTIONS AND WARRANTS

17 - STOCK OPTIONS AND WARRANTS

 

Options

 

During the year ended December 31, 2022, the Company granted options to purchase an aggregate of 3,826,500 shares of common stock under the Company’s 2022 performance equity plan with a weighted average exercise price of $3.28.

 

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model using the assumptions noted as follows: expected volatility was based on the historical volatility of a peer group of companies. The expected term of options granted was determined using the simplified method under SAB 107 which represents the mid-point between the vesting term and the contractual term. The risk-free rate is calculated using the U.S. Treasury yield curve and is based on the expected term of the option.

 

The Black-Scholes option pricing model was used with the following weighted assumptions for options granted during the period:

 

     
   December 31,
2022		 
Risk-free interest rate   0.52 – 4.13% 
Expected option life   6 months – 48 months 
Expected volatility   39.77 – 66.59% 
Expected dividend yield   –% 
Exercise price  $ 1.40 – 4.00 

 

The following table summarizes stock option activity for the year ended December 31, 2022:

 

                    
    Number of
Shares		     Weighted
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Life (years)		     Aggregate
Intrinsic
Value		  
Outstanding at December 31, 2021   -   $-    -   $- 
Granted   3,826,500    3.28           
Exercised   -    -           
Expired   -    -           
Forfeited   (1,916,016)   4.00           
Outstanding at December 31, 2022   1,910,484   $2.55    9.8   $- 
Exercisable at December 31, 2022   -   $-    -   $- 

 

The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $751,776 for the year ended December 31, 2022. No stock compensation expense was recorded in 2021. Unamortized option expense as of December 31, 2022, for all options outstanding amounted to $4,374,348. These costs are expected to be recognized over a weighted average period of 2.8 years.

 

A summary of the status of the Company’s nonvested options as of December 31, 2022, is presented below:

 

Nonvested options

 

          
    Number of
Nonvested
Options		     Weighted Average
Grant Date Fair
Value		  
Nonvested options at December 31, 2021   -   $- 
Granted   3,826,500    3.28 
Forfeited   (1,916,016)   4.00 
Vested   -    - 
Nonvested options at December 31, 2022   1,910,484   $2.55 

 

Warrants

 

In connection with certain private placements funded by certain of our officers and directors prior to our initial public offering, we issued notes and warrants. The warrants were contingent upon, and became effective only upon, consummation of our initial public offering on August 11, 2022. In total, 695,000 of such warrants were issued to certain of our officers and directors with a weighted average exercise price of $4.20. These warrants are exercisable for five 5 years.

 

Also, in conjunction with the initial public offering, the Company issued 135,000 warrants to the underwriter of the initial public offering, Maxim, with an exercise price of $4.40. These warrants are exercisable for five years.

 

Also, in connection with certain private placements with a third-party investor, the Company issued 920,000 warrants with an exercise price of $4.00. These warrants are exercisable for five years. In connection with such private placements, we also issued, 32,000 warrants to Maxim (which served as agent for such private placement) at an exercise price of $4.40. These warrants are exercisable for five years.

 

On September 16, September 30, and October 20, 2022 in conjunction with a financing with the same third-party investor, we issued 517,500, 352,188 and 366,562 warrants with an exercise price of $4.00 per share. These warrants were subsequently cancelled and reissued at $2.00 per share.

 

The following table summarizes warrant activity for the twelve months ended December 31, 2022:

 

                    
    Number of
Shares
Issuable Upon Exercise
of Warrants		     Weighted Average
Exercise Price		     Weighted
Average
Remaining
Contractual Life
(years)		     Aggregate
Intrinsic
Value		  
Outstanding at December 31, 2021   -   $-    -   $- 
Issued   5,174,500    3.21    5.0      
Exercised   -    -    -      
Expired   (2,156,250)   4.00    -      
Outstanding at December 31, 2022   3,018,250   $2,64    4.8    - 
Exercisable at December 31, 2022   3,018,250   $2.64    4.8   $- 

 

In the year ended December 31, 2022, no shares were issued from the exercise of warrants.

 
v3.23.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

18 - SUBSEQUENT EVENTS

 

On February 13, 2023, the Company entered into an amended Revenue Share Agreement (“RSA”) with its third-party lenders, Greenle Partners LLC Series Alpha P.S and Greenle Partners LLC Series Beta P.S (together, “Greenle”), pursuant to which the Company issued to Greenle an aggregate of 2,457,002 shares of its unregistered common stock in exchange for the termination of the Company’s existing obligations to pay to Greenle an aggregate of $5 million for the last quarter of 2022 and all quarters in 2023 under revenue share rights previously granted to Greenle by the Company with respect to certain of the Company’s properties. The common stock was issued at an effective price of $2.035 per share, which is equal to 110% the last sale market price reported by Nasdaq on February 10, 2023 (the last trading day prior to the date of execution of the RSA), and 119% of the average last sale market prices of the Company’s common stock for the ten consecutive trading day period through and including such date.

 

In January 2023, the Company prepaid $454,457 of the principal amount of the November 2022 Note (as part of a prepayment of a portion of several of our Existing Convertible Notes, as disclosed below). Immediately prior to the date of this Current Report, a $1,788,043 principal amount was outstanding under the November 2022 Note.

 

On February 17, 2023, we entered into an exchange agreement (“Exchange Agreement”) with the investor pursuant to which all principal, interest and prepayment premium outstanding under the November 2022 Note was exchanged for a convertible 15% original issue discount note (“Exchange Note”) in the principal amount of $2,079,686 and having a maturity date of August 17, 2023. The Exchange Note is substantially identical to the convertible notes (“Existing Convertible Notes”) sold to such investor and other investors in a series of private placements under a securities purchase agreement dated September 30, 2022 (as amended from time to time, the “September 2022 Investor Purchase Agreement”); provided, however that the Exchange Note requires us to prepay $806,250 of the principal amount thereunder on or prior to March 1, 2023. Further, the Exchange Note is convertible into shares of our common stock at a conversion price of $3.00 per share (while our Existing Convertible Notes are convertible at $2.00 per share). The November 2022 Note was, and the Exchange Note being issued in exchange therefor now is, secured under the terms of our amended and restated security agreement with our investors (the “Security Agreement”), which was entered into in November 2022
v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation

 

a.Basis of Presentation — The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Revenue Recognition

 

b.Revenue Recognition — The Company’s revenue is derived primarily from the rental of Units to its guests. The Company recognizes revenue when obligations under the terms of a contract are satisfied and control over the promised goods and services is transferred to the guest. For the majority of revenue, this occurs when the guest occupies the Unit for the agreed upon length of time and receives any services that may be included with their stay. Revenue is measured as the amount of consideration it expects to receive in exchange for the promised goods and services. The Company recognizes any refunds and allowances as a reduction of rental income in the consolidated statements of operations.

 

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.

 

Payment received for the future use of a rental unit is recognized as a liability and reported as rents received in advance on the balance sheets. Rents received in advance are recognized as revenue after the rental unit is occupied by the customer for the agreed upon length of time. The rents received in advance balance as of December 31, 2022 and December 31, 2021, was $2,566,504 and $1,819,943, respectively and is expected to be recognized as revenue within a one-year period.
Use of Estimates

 

c.Use of Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents

 

d.Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had $1,076,402 and no cash equivalents as of December 31, 2022 and 2021.
Fair Value of Financial Instruments

 

e.Fair Value of Financial Instruments — The carrying amount of cash, processor retained funds, security deposits, accounts payable and accrued expenses, rents received in advance, and merchant cash advances approximate their fair values as of December 31, 2022 and December 31, 2021 because of their short term natures.
Advertising

 

f.Advertising — Advertising and marketing costs are expensed as incurred. During the year ended December 31, 2022, and 2021, advertising and marketing costs incurred by the Company totaled $3,126 and $109,220, respectively, and are included in general and administrative expenses in the accompanying consolidated statements of operations.
Commissions

 

f.Commissions — The Company pays commissions to third-party sales channels to handle the marketing, reservations, collections, and other rental processes for most of the units. For the year ended December 31, 2022, and 2021, commissions were $6,549,422 and $1,719,724, respectively. These expenses are included in cost of revenue in the accompanying consolidated statement of operations.
Deferred Rent

 

g.Deferred Rent — The Company has entered into several operating lease agreements, some of which contain provisions for future rent increases. In accordance with GAAP, the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months of the lease term. The difference between rent expense recorded and the amount paid is credited or charged to deferred rent, which is reflected as a separate line item in long-term liabilities in the accompanying consolidated balance sheets. The Company adopted Topic 842 effective January 1, 2022. See note 4 for more details.
Income Taxes

 

h.Income Taxes — In accordance with GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition and measurement of a tax position taken or expected to be taken in a tax return.

 

The Company is subject to income taxes in the jurisdictions in which it operates. The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry-forwards. A valuation allowance is recorded for deferred tax assets if it is more likely than not that the deferred tax assets will not be realized.

 

For the year ended December 31, 2022, the Company did not record a provision for income taxes as a result of a net loss for the period.

 

For 2021, the Company, which has been classified as a partnership for federal income tax purposes, is not subject to federal, state, and certain local income taxes and, accordingly, makes no provision for income taxes in its financial statements. The Company’s taxable income or loss is reportable by its stockholders. For 2022, the Company, converted into a C corporation.
Sales Tax

 

i.Sales Tax — The majority of sales tax is collected from customers by our third-party sales channels and remitted to governmental authorities by these third-party sales channels. For any sales tax that is the Company’s responsibility to remit, the Company records the amounts collected as accrued expenses and relieves such liability upon remittance to the taxing authority. Rental income is presented net of any sales tax collected. As of December 31, 2022 and 2021, the Company accrued sales tax payable of approximately $229,371 and $296,000, respectively and it is included in accounts payable and accrued expenses in the consolidated balance sheet. The Company is in the process of filing for the Voluntary Disclosure and Compliance Program with any taxing authority to avoid any potential penalties where the Company has been delinquent in filing returns.
Paycheck Protection Program Loan (“PPP”)

 

j.Paycheck Protection Program Loan (“PPP”) — As disclosed in Note 3, the Company has chosen to account for the loan under FASB ASC 470, Debt. Repayment amounts due within one year are recorded as current liabilities, and the remaining amounts due in more than one year, if any, as other liabilities. In accordance with ASC 835, Interest, no imputed interest is recorded as the below market interest rate applied to this loan is governmentally prescribed. If the Company is successful in receiving forgiveness for those portions of the loan used for qualifying expenses, those amounts will be recorded as a gain upon extinguishment as noted in ASC 405, Liabilities.
Earnings Per Share (“EPS”)

 

k.Earnings Per Share (“EPS”) — The Company has incurred a net loss for 2022 and as such, basic and diluted shares and weighted average shares outstanding are the same.
Liquidity

 

l.Liquidity — The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation as a going concern. As reflected in the accompanying statement of operations, for the year ended December 31, 2022, the Company had a net loss of $9,390,353. In addition, the Company has also sustained significant losses in prior years. Our working capital deficit as of December 31, 2022, was $13,892,020. We have renegotiated with our creditors prior to and subsequent to year end and we have completed our business shift from apartments to hotels we believe we will achieve cash flow positive results in 2023.  The Company believes cash on hand and Treasury Bills as well as anticipated cash flow from operations will be sufficient to fund operations for the twelve months post this filing.

 
v3.23.1
LEASES (Tables)
 12 Months Ended
Dec. 31, 2022
Leases  
Schedule of supplemental balance sheet information related to leases
     
Operating lease right of use asset  $83,325,075 
Operating lease liability, current portion  $4,293,085 
Operating lease liability, net of current portion  $81,626,338 
Schedule of future minimum lease payments under the non-cancelable operating leases
     
Twelve Months Ending December 31,    
2023  $12,695,360 
2024   13,104,192 
2025   13,501,012 
2026   13,147,855 
2027   9,626,575 
Thereafter   93,577,837 
Total lease payment  $155,652,832 
      
Less interest    (69,733,409) 
Present value obligation   85,919,423 
Short-term liability    (4,293,085) 
Long-term liability    81,626,338 
Schedule of other supplemental information related to operating lease
    
   December 31, 
   2022 
Weighted average discount rate   10%
Weighted average remaining lease term (years)   11.7 years 

 

Year Ended
December 31,
2022
Operating lease cost  $12,234,919 
Total lease cost  $12,234,919 
v3.23.1
LOANS PAYABLE — SBA — PPP LOAN (Tables)
 12 Months Ended
Dec. 31, 2022
Loans Payable Sba Ppp Loan  
Schedule of future minimum principal repayments of the SBA,PPP loans payable
    
For the Twelve Months Ending December 31,    
2023  $298,958 
v3.23.1
LOANS PAYABLE — SBA — EIDL LOAN (Tables)
 12 Months Ended
Dec. 31, 2022
Loans Payable Sba Eidl Loan  
Schedule of future minimum principal repayments of the SBA,EIDL loans payable
     
For the Twelve Months Ending December 31,    
2023  $15,523 
2024   14,826 
2025   15,391 
2026   15,979 
2027   16,588 
Thereafter   721,693 
Total  $800,000 
v3.23.1
LOANS PAYABLE (Tables)
 12 Months Ended
Dec. 31, 2022
Disclosure Loans Payable Abstract  
Schedule of loans payable
          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $100,000, bears interest at 1%, requires no payments until maturity in March 2024, converted to equity at the initial public offering  $-   $20,500 
Original borrowings of $250,000, bears interest at 1%, requires no payments until maturity in January 2024   210,500    210,500 
Original payable of $151,096 with additional net borrowings of $252,954, requires monthly payments of $1,500 until total payments of $404,050 have been made   392,044    242,053 
Original payable of $553,175 with additional net borrowings of $72,237, requires monthly payments of $25,000 until total payments of $625,412 have been made   450,000    553,175 
Original payable of $492,180 with additional net borrowings of $620,804 requires monthly payments of $25,000 until total payments of $1,112,984 have been made   865,618    1,020,890 
Borrowings of $9,075,000 and unamortized original issue discount of $638,388, bears interest at 5%, requires no payments until maturity in May 2023 (“Investor Notes”)   8,275,040    - 
Original borrowings of $60,000, bears interest at 1%, requires no payments until maturity in January 2024   60,000    - 
Original amounts due of $195,000, related to services provided by a vendor, requires monthly payments of $10,000 through May 2022, then monthly payments of $25,000 through August 2022 at which time any remaining balance is due   65,000    145,000 
Letter of credit   2,500,000    - 
Original borrowing of $119,224 with monthly payments $14,903    119,224    - 
Other borrowing    225,929    - 
    13,163,355    2,192,118 
Less: Current maturities   9,761,723    1,267,004 
   $3,401,632   $925,114 
Schedule of future minimum principal repayments of the loans payable
     
For the Twelve Months Ending December 31,    
2023  $9,761,723 
2024   3,401,632 
Loans payable  $13,163,355 
v3.23.1
OANS PAYABLE — RELATED PARTIES (Tables)
 12 Months Ended
Dec. 31, 2022
Oans Payable Related Parties  
Schedule of loans payable, related parties
          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $496,500, bears interest at 6%, requires no payments until maturity in May 2023. Lender is a stockholder of the Company  $238,000   $496,500​​ 
Original borrowings of $150,000, bears interest at various rates based on the lenders borrowing rates. No stated repayment terms. Lender is controlled by the managing stockholder and owned by his spouse   -    22,221 
    238,000    518,721 
Less: Current maturities   238,000    22,221 
   $-   $496,500 
Schedule of future minimum principal repayments of the loans payable, related parties
    
For the Twelve Months Ending December 31,    
2023  $238,000 
 Loans payable - related parties  $238,000 
v3.23.1
CONVERTIBLE NOTES - RELATED PARTIES (Tables)
 12 Months Ended
Dec. 31, 2022
Convertible Notes - Related Parties  
Schedule of convertible notes payable, related parties
          
   December 31,   December 31, 
   2022   2021 
Original borrowings of $1,966,019, bears interest at 6%, requires no payments until maturity in April 2023. Lender is related to the managing stockholder. Contingently convertible upon certain triggering events, converted to equity at the initial public offering  $-   $1,966,019​​ 
Convertible revolving credit line of $650,000, bears interest at 1%, requires no payments until maturity in March 2024. Lender is related to the managing stockholder. Notes converted to equity at the initial public offering   -    642,841 
   $-   $2,608,860​​ 
Less: Current maturities   -    - 
   $-   $2,608,860​​ 
v3.23.1
TAXES (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of income tax
          
   Year ended December 31, 
   2022   2021 
Current:          
Federal   -    - 
State   -    - 
Total Current   -    - 
Deferred:          
Federal   (673,020)   - 
State   (177,643)   - 
Total Deferred   (850,663)   - 
Valuation Allowance   850,663    - 
Total Income tax expense   -    - 
Pre-tax Loss   (9,390,353)   (2,233,384)
Effective Income Tax Rate   0%   0%
Schedule of reconciliation income tax expense
          
   Year ended December 31, 
   2022   2021 
Tax at the Statutory Federal Rate   21.0%   0.0%
State Income Taxes   5.5%   0.0%
Valuation Allowance   -26.5%   0.0%
Effective Income Tax Rate   0.0%   0.0%
Schedule of deferred tax assets
          
  Year ended December 31, 
   2022   2021 
Non-Cash Stock Compensation Expense   676,190            - 
Change in Right-of-Use Asset and Lease Liability, Net   436,143    - 
Interest Expense   1,151,025    - 
Total DTA before VA   2,263,358    - 
VA   (2,263,358)   - 
Net DTA   -    - 
v3.23.1
STOCK OPTIONS AND WARRANTS (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Black-Scholes option pricing model was used with the following weighted assumptions for options granted
     
   December 31,
2022		 
Risk-free interest rate   0.52 – 4.13% 
Expected option life   6 months – 48 months 
Expected volatility   39.77 – 66.59% 
Expected dividend yield   –% 
Exercise price  $ 1.40 – 4.00 
Schedule of stock option activity
                    
    Number of
Shares		     Weighted
Average
Exercise
Price		     Weighted
Average
Remaining
Contractual
Life (years)		     Aggregate
Intrinsic
Value		  
Outstanding at December 31, 2021   -   $-    -   $- 
Granted   3,826,500    3.28           
Exercised   -    -           
Expired   -    -           
Forfeited   (1,916,016)   4.00           
Outstanding at December 31, 2022   1,910,484   $2.55    9.8   $- 
Exercisable at December 31, 2022   -   $-    -   $- 
Schedule of status of non vested options
          
    Number of
Nonvested
Options		     Weighted Average
Grant Date Fair
Value		  
Nonvested options at December 31, 2021   -   $- 
Granted   3,826,500    3.28 
Forfeited   (1,916,016)   4.00 
Vested   -    - 
Nonvested options at December 31, 2022   1,910,484   $2.55 
Schedule of warrant activity
                    
    Number of
Shares
Issuable Upon Exercise
of Warrants		     Weighted Average
Exercise Price		     Weighted
Average
Remaining
Contractual Life
(years)		     Aggregate
Intrinsic
Value		  
Outstanding at December 31, 2021   -   $-    -   $- 
Issued   5,174,500    3.21    5.0      
Exercised   -    -    -      
Expired   (2,156,250)   4.00    -      
Outstanding at December 31, 2022   3,018,250   $2,64    4.8    - 
Exercisable at December 31, 2022   3,018,250   $2.64    4.8   $- 
v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Rents received in advance $ 2,566,504 $ 1,819,943
Cash and Cash Equivalents 1,076,402 0
Advertising and marketing costs 3,126 109,220
Pays commissions to third-party 6,549,422 1,719,724
Provision for income taxes 0 0
Accrued sales tax payable 229,371 296,000
Net Income (Loss) Attributable to Parent 9,390,353 $ 2,233,384
Working capital deficit $ 13,892,020  
v3.23.1
LEASES (Details) - USD ($)
Dec. 31, 2022
Jan. 02, 2022
Dec. 31, 2021
Leases      
Operating lease right of use asset $ 83,325,075    
Operating lease liability, current portion 4,293,085 $ 7,370,890
Operating lease liability, net of current portion $ 81,626,338 $ 29,884,584
v3.23.1
LEASES (Details 1) - USD ($)
Dec. 31, 2022
Jan. 02, 2022
Dec. 31, 2021
Leases      
2023 $ 12,695,360    
2024 13,104,192    
2025 13,501,012    
2026 13,147,855    
2027 9,626,575    
Thereafter 93,577,837    
Total lease payment 155,652,832    
Less interest (69,733,409)    
Present value obligation 85,919,423    
Short-term liability (4,293,085) $ (7,370,890)
Long-term liability $ 81,626,338 $ 29,884,584
v3.23.1
LEASES (Details 2)
 12 Months Ended
Dec. 31, 2022
USD ($)
Leases  
Weighted average discount rate 10.00%
Weighted average remaining lease term (years) 11 years 8 months 12 days
Operating lease cost $ 12,234,919
Total lease cost $ 12,234,919
v3.23.1
LEASES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2022
Jan. 02, 2022
Dec. 31, 2021
Leases      
Operating lease right-of-use asset, net $ 83,325,075 $ 36,304,289
Operating lease liability - current 4,293,085 7,370,890
Operating Lease Liability - Noncurrent 81,626,338 $ 29,884,584
Cumulative effect adjustment of unamortized deferred lease costs incurred to retained earnings $ 414,373    
v3.23.1
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details Narrative) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Payables and Accruals [Abstract]    
Accounts payable and accrued expenses $ 6,252,492 $ 4,209,366
Accrued payroll and related liabilities 1,570,000  
Accrued interest 1,002,000  
Legal exposure 805,000  
Commissions 572,000 570,000
Credit cards payable 507,000 980,000
Professional fee 495,000 600,000
Sales and real estate taxes 371,000 295,000
Rent 104,000 570,000
Costs related to the initial public offering 268,000 290,000
Legal and accounting fees 265,000  
Director fees 135,000  
Other miscellaneous items 158,000 105,000
Short-term negative cash balances   $ 475,000
Refunds 228,000  
Furniture $ 97,000  
v3.23.1
LOANS PAYABLE - SBA - PPP LOAN (Details)
Dec. 31, 2022
USD ($)
Loans Payable Sba Ppp Loan  
Loans Payable, SBA, PPP Loan, Maturity, Year One $ 298,958
v3.23.1
LOANS PAYABLE — SBA — PPP LOAN (Details Narrative) - USD ($)
 1 Months Ended
May 31, 2020
Dec. 31, 2022
Dec. 20, 2022
Dec. 31, 2021
Apr. 30, 2020
Mar. 27, 2020
Short-Term Debt [Line Items]            
Original amount of loans payable     $ 3,000,000      
PPP Loan            
Short-Term Debt [Line Items]            
Original amount of loans payable $ 298,958       $ 516,225 $ 10,000,000
Monthly payment of loans payable $ 15,932          
Interest rate of loans payable         1.00%  
Accrued interest   $ 5,571   $ 13,337    
v3.23.1
LOANS PAYABLE - SBA - EIDL LOAN (Details)
Dec. 31, 2022
USD ($)
Loans Payable Sba Eidl Loan  
2023 $ 15,523
2024 14,826
2025 15,391
2026 15,979
2027 16,588
Thereafter 721,693
Total $ 800,000
v3.23.1
LOANS PAYABLE — SBA — EIDL LOAN (Details Narrative)
 1 Months Ended 12 Months Ended
Jul. 25, 2022
USD ($)
Jun. 18, 2022
USD ($)
Apr. 21, 2022
USD ($)
Dec. 31, 2020
USD ($)
Item
Dec. 31, 2022
USD ($)
Dec. 20, 2022
USD ($)
Dec. 31, 2021
USD ($)
Jul. 25, 2020
USD ($)
Jun. 18, 2020
USD ($)
Apr. 21, 2020
USD ($)
Short-Term Debt [Line Items]                    
Original amount of loans payable           $ 3,000,000        
EIDL                    
Short-Term Debt [Line Items]                    
Number of loans | Item       0            
Loan payable term       30 years            
Interest rate of loans payable       3.75%       3.75% 3.75% 3.75%
Prepayment penalty       $ 0            
Original amount of loans payable               $ 150,000 $ 150,000 $ 500,000
Monthly payments of principal and interest $ 731 $ 731 $ 2,437              
Loans payable - SBA - EIDL Loan         $ 800,000   $ 800,000      
Accrued interest         $ 30,000          
v3.23.1
SHORT-TERM BUSINESS FINANCING (Details Narrative) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Short-term Business Financing    
Merchant cash advances net of unamortized fees $ 1,921,439 $ 1,386,008
v3.23.1
LOANS PAYABLE (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 20, 2022
Short-Term Debt [Line Items]      
Original amount of loans payable     $ 3,000,000
Loans payable $ 13,163,355    
Letter of credit 2,500,000  
Original borrowing 119,224  
Other borrowing 225,929  
Other borrowings 13,163,355 2,192,118  
Less: Current maturities 9,761,723 1,267,004  
Loans payable non current 3,401,632 925,114  
Original borrowings of $100,000, bears interest at 1%, requires no payments until maturity in March 2024      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 100,000 $ 100,000  
Interest rate of loans payable 1.00% 1.00%  
Additional borrowings $ 0 $ 0  
Loans payable 20,500  
Original borrowings of $250,000, bears interest at 1%, requires no payments until maturity in January 2024      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 250,000 $ 250,000  
Interest rate of loans payable 1.00% 1.00%  
Additional borrowings $ 0 $ 0  
Loans payable 210,500 210,500  
Original payable of $151,096 with additional net borrowings of $89,154, requires monthly payments of $1,500 until total payments of $240,250 have been made      
Short-Term Debt [Line Items]      
Original amount of loans payable 151,096 151,096  
Additional borrowings 252,954 252,954  
Loans payable 392,044 242,053  
Monthly payment of loans payable 1,500 1,500  
Total payments made 404,050 404,050  
Original payable of $553,175 with additional net borrowings of $125,412, requires monthly payments of $25,000 until total payments of $678,587 have been made      
Short-Term Debt [Line Items]      
Original amount of loans payable 553,175 553,175  
Additional borrowings 72,237 72,237  
Loans payable 450,000 553,175  
Monthly payment of loans payable 25,000 25,000  
Total payments made 625,412 625,412  
Original payable of $492,180, requires monthly payments of $25,000 until total payments of $492,180 have been made      
Short-Term Debt [Line Items]      
Original amount of loans payable 492,180 492,180  
Additional borrowings 620,804 620,804  
Loans payable 865,618 1,020,890  
Monthly payment of loans payable 25,000 25,000  
Total payments made 1,112,984 1,112,984  
Original borrowings of $4,580,000 and unamortized original issue discount of $453,750, bears interest at 5%, requires no payments until maturity in May 2023      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 9,075,000 $ 9,075,000  
Interest rate of loans payable 5.00% 5.00%  
Additional borrowings $ 0 $ 0  
Loans payable 8,275,040  
Debt Instrument, unamortized discount 638,388 638,388  
Original borrowings of $60,000, bears interest at 1%, requires no payments until maturity in January 2024      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 60,000 $ 60,000  
Interest rate of loans payable 1.00% 1.00%  
Loans payable $ 60,000  
Original amounts due of $195,000, related to services provided by a vendor, requires monthly payments of $10,000 through May 2022, then monthly payments of $25,000 through August 2022 at which time any remaining balance is due      
Short-Term Debt [Line Items]      
Original amount of loans payable 195,000 195,000  
Additional borrowings 10,000 10,000  
Loans payable 65,000 145,000  
Monthly payment of loans payable $ 25,000 $ 25,000  
v3.23.1
LOANS PAYABLE (Details 1)
Dec. 31, 2022
USD ($)
Disclosure Loans Payable Abstract  
2023 $ 9,761,723
2024 3,401,632
Loans payable $ 13,163,355
v3.23.1
LOANS PAYABLE (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 30, 2022
Sep. 16, 2022
Aug. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]          
Number of warrants issued       5,174,500  
Warrants exercise price       $ 2.64
Debt discount on issue of warrant $ 241,455 $ 349,899   $ 167,652
Investor [Member]          
Subsidiary, Sale of Stock [Line Items]          
Additional investor notes sold $ 1,408,750 $ 2,070,000      
Percentage of original issue discount 15.00% 15.00%      
Number of warrants issued 352,188 517,500      
Warrants exercise price $ 4.00 $ 4.00      
IPO [Member]          
Subsidiary, Sale of Stock [Line Items]          
Repayment of investor notes     $ 2,500,000    
Debt interest rate     15.00%    
v3.23.1
LOANS PAYABLE - RELATED PARTIES (Details) - USD ($)
Dec. 31, 2022
Dec. 20, 2022
Dec. 31, 2021
Short-Term Debt [Line Items]      
Original amount of loans payable   $ 3,000,000  
Loans payable - related parties $ 238,000   $ 518,721
Less: Current maturities 238,000   22,221
Loans payable - related parties, non current   496,500
Original borrowings of $496,500, bears interest at 6%, requires no payments until maturity in May 2023 | Lender, Stockholder of the Company      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 496,500   $ 496,500
Interest rate of loans payable 6.00%   6.00%
Additional borrowings $ 0   $ 0
Loans payable - related parties 238,000   496,500
Original borrowings of $150,000, bears interest at various rates based on the lenders borrowing rates. No stated repayment terms | Lender, Stockholder of the Company      
Short-Term Debt [Line Items]      
Loans payable - related parties     22,221
Original borrowings of $150,000, bears interest at various rates based on the lenders borrowing rates. No stated repayment terms | Lender, controlled by the managing stockholder and owned by his spouse      
Short-Term Debt [Line Items]      
Original amount of loans payable 150,000   $ 150,000
Loans payable - related parties    
v3.23.1
LOANS PAYABLE - RELATED PARTIES (Details 1) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Oans Payable Related Parties    
2023 $ 238,000  
 Loans payable - related parties $ 238,000 $ 518,721
v3.23.1
CONVERTIBLE NOTES - RELATED PARTIES (Details) - USD ($)
Dec. 31, 2022
Dec. 20, 2022
Dec. 31, 2021
Short-Term Debt [Line Items]      
Original amount of loans payable   $ 3,000,000  
Convertible notes - related parties   $ 2,608,860
Convertible notes - related parties current  
Convertible notes loans payable non current - related parties   2,608,860
Original borrowings of $1,966,019, bears interest at 6%, requires no payments until maturity in April 2023 | Lender, related to the managing stockholder      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 1,966,019   $ 1,966,019
Interest rate of loans payable 6.00%   6.00%
Additional borrowings $ 0   $ 0
Convertible notes - related parties   1,966,019
Revolving Credit Facility [Member] | Lender, related to the managing stockholder      
Short-Term Debt [Line Items]      
Original amount of loans payable $ 650,000   $ 650,000
Interest rate of loans payable 1.00%   1.00%
Additional borrowings $ 0   $ 0
Convertible notes - related parties   $ 642,841
v3.23.1
LINE OF CREDIT (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Feb. 28, 2019
Line of Credit Facility [Line Items]      
Line of credit outstanding balance $ 94,975 $ 94,975  
Line of Credit [Member]      
Line of Credit Facility [Line Items]      
Amount borrowed under convertible credit line     $ 95,000
Interest rate, variable 3.49%    
Line of Credit [Member] | Prime Rate [Member]      
Line of Credit Facility [Line Items]      
Interest rate, stated 7.27%    
v3.23.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Feb. 17, 2023
Dec. 20, 2022
Dec. 31, 2022
Dec. 31, 2021
Jan. 31, 2023
Jan. 30, 2023
Related Party Transaction [Line Items]            
Aggregate principal amount   $ 3,000,000        
Conversion of common stock shares   1,000,000        
Conversion price   $ 3.00        
Debt amount converted     $ 300,000      
Entired converted amount     3,000,000      
Subsequent Event [Member]            
Related Party Transaction [Line Items]            
Aggregate principal amount $ 2,079,686       $ 1,788,043 $ 1,250,000
Conversion price $ 3.00          
Provided Conversion Shares         874,474  
General and Administrative Expense [Member] | Consulting Services [Member] | SuperLuxMia LLC, By A Firm By Stockholder [Member]            
Related Party Transaction [Line Items]            
Transaction amount with related parties     $ 192,000 $ 722,000    
v3.23.1
MAJOR SALES CHANNELS (Details Narrative) - Item
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Product Information [Line Items]    
Number of sales channels 3  
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Sales Channels [Member]    
Product Information [Line Items]    
Total rental revenue, percentage 95.00% 93.00%
v3.23.1
TAXES (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Current:    
Federal
State
Total Current
Deferred:    
Federal (673,020)
State (177,643)
Total Deferred (850,663)
Valuation Allowance 850,663
Total Income tax expense 0 0
Pre-tax Loss $ (9,390,353) $ (2,233,384)
Effective Income Tax Rate 0.00% 0.00%
v3.23.1
TAXES (Details 1)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Tax at the Statutory Federal Rate 21.00% 0.00%
State Income Taxes 5.50% 0.00%
Valuation Allowance (26.50%) 0.00%
Effective Income Tax Rate 0.00% 0.00%
v3.23.1
TAXES (Details 2) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Non-Cash Stock Compensation Expense $ 676,190
Change in Right-of-Use Asset and Lease Liability, Net 436,143
Interest Expense 1,151,025
Total DTA before VA 2,263,358
VA (2,263,358)
Net DTA
v3.23.1
TAXES (Details Narrative) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]    
Valuation Allocation $ 2,263,358
v3.23.1
STOCK OPTIONS AND WARRANTS (Details)
 12 Months Ended
Dec. 31, 2022
$ / shares
Risk-free interest rate, minimum 0.52%
Risk-free interest rate, maximum 4.13%
Expected volatility, minimum 39.77%
Expected volatility, maximum 6.59%
Expected dividend yield 0.00%
Minimum [Member]  
Expected option life 6 months
Exercise price $ 1.40
Maximum [Member]  
Expected option life 48 months
Exercise price $ 4.00
v3.23.1
STOCK OPTIONS AND WARRANTS (Details 1)
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Equity [Abstract]  
Outstanding at the beginning (in shares) | shares
Outstanding at the beginning (in dollars per shares) | $ / shares
Aggregate intrinsic value, outstanding at the beginning | $
Granted (in shares) | shares 3,826,500
Granted (in dollars per shares) | $ / shares $ 3.28
Exercised (in shares) | shares
Exercised (in dollars per shares) | $ / shares
Expired (in shares) | shares
Expired (in dollars per shares) | $ / shares
Forfeited (in shares) | shares (1,916,016)
Forfeited (in dollars per shares) | $ / shares $ 4.00
Outstanding at the end (in shares) | shares 1,910,484
Outstanding at the end (in dollars per shares) | $ / shares $ 2.55
Weighted Average Remaining Contractual Life (years) 9 years 9 months 18 days
Aggregate intrinsic value, outstanding at the end | $
Number of share exercisable | shares
Weighted Average Exercise Price exercisable | $ / shares
Aggregate Intrinsic Value exercisable | $
v3.23.1
STOCK OPTIONS AND WARRANTS (Details 2)
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Equity [Abstract]  
Nonvested options at the beginning | shares
Nonvested options at the beginning (in dollars per share) | $ / shares
Granted | shares 3,826,500
Granted (in dollars per share) | $ / shares $ 3.28
Forfeited | shares (1,916,016)
Forfeited (in dollars per share) | $ / shares $ 4.00
Vested | shares
Vested (in dollars per share) | $ / shares
Nonvested options at the end | shares 1,910,484
Nonvested options at the end (in dollars per share) | $ / shares $ 2.55
v3.23.1
STOCK OPTIONS AND WARRANTS (Details 3)
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Equity [Abstract]  
Outstanding at the beginning | shares
Outstanding at the beginning (in dollars per share) | $ / shares
Outstanding at the beginning | $
Issued | shares 5,174,500
Issued (in dollars per share) | $ / shares $ 3.21
Issued (in years) 5 years
Exercised | shares
Exercised (in dollars per share) | $ / shares
Expired | shares (2,156,250)
Expired (in dollars per share) | $ / shares $ 4.00
Outstanding at the end | shares 3,018,250
Outstanding at the end (in dollars per share) | $ / shares $ 2.64
Outstanding at the end (in years) 4 years 9 months 18 days
Outstanding at the end | $
Exercisable at the end | shares 3,018,250
Exercisable at the end (in dollars per share) | $ / shares $ 2.64
Exercisable at the end (in years) 4 years 9 months 18 days
v3.23.1
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 11, 2022
Oct. 20, 2022
Sep. 30, 2022
Sep. 16, 2022
Dec. 31, 2022
Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]            
Number of aggregate shares granted         3,826,500  
Weighted average exercise price         $ 3.28  
Stock option expense         $ 751,776  
Unamortized option expense         $ 4,374,348  
Unamortized option expense expected to be recognized over a weighted average period         2 years 9 months 18 days  
Number of warrants issued         5,174,500  
Weighted average exercise price         $ 2.64
Warrants exercisable term         4 years 9 months 18 days  
Officers and directors [Member] | IPO [Member]            
Subsidiary, Sale of Stock [Line Items]            
Number of warrants issued 695,000          
Weighted average exercise price $ 4.20          
Warrants exercisable term 5 years          
Underwriter [Member]            
Subsidiary, Sale of Stock [Line Items]            
Number of warrants issued 135,000          
Weighted average exercise price $ 4.40          
Warrants exercisable term 5 years          
Maxim [Member] | Private Placement [Member]            
Subsidiary, Sale of Stock [Line Items]            
Number of warrants issued 32,000          
Weighted average exercise price $ 4.40          
Warrants exercisable term 5 years          
Third-party Investor [Member]            
Subsidiary, Sale of Stock [Line Items]            
Number of warrants issued 920,000 366,562 352,188 517,500    
Weighted average exercise price $ 4.00 $ 4.00 $ 4.00 $ 4.00    
Warrants exercisable term 5 years          
v3.23.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
 1 Months Ended
Feb. 17, 2023
Dec. 20, 2022
Feb. 13, 2023
Jan. 31, 2023
Jan. 30, 2023
Subsequent Event [Line Items]          
Aggregate principal amount   $ 3,000,000      
Conversion price   $ 3.00      
Subsequent Event [Member]          
Subsequent Event [Line Items]          
Aggregate principal amount $ 2,079,686     $ 1,788,043 $ 1,250,000
Prepaid principal amount       $ 454,457  
Original issue discount (as a percent) 15.00%        
Conversion price $ 3.00        
Subsequent Event [Member] | Revenue Share Agreement [Member]          
Subsequent Event [Line Items]          
Common stock exchange for termination     2,457,002    
Aggregate principal amount     $ 5,000    
Common stock effective price     $ 2.035    
Subsequent Event [Member] | Exchange Agreement [Member]          
Subsequent Event [Line Items]          
Prepaid principal amount $ 806,250