arcee-ai/sec-data-full · Datasets at Hugging Face

text stringlengths 0 1.95M
put into production within hours of being received. The inventory in production is accounted for in the contract assets and liabilities
and follows the percentage completion methodology. Inventories consisting of materials and supplies are stated at lower of costs or market.
High Mountain and Innovative Cabinets’ inventory mainly consists of doors, door frames, baseboards, crown molding, cabinetry, countertops,
custom cabinets, closet shelving, and other related products. We value inventory at each balance sheet date to ensure that it is carried
at the lower of cost or net realizable value with cost determined based on the average cost basis. Wolo’s inventory consists of
finished goods acquired for resale and is valued at the weighted-average cost determined on a specific item basis. We periodically evaluate
the value of items in inventory and provide write-downs to inventory based on our estimate of market conditions. We estimated an obsolescence
allowance of $387,848 and $12,824 at December 31, 2021 and 2020, respectively. 92 Property
and Equipment Property
and equipment is stated at historical cost less accumulated depreciation. Depreciation of furniture, vehicles and equipment is calculated
using the straight-line method over the estimated useful lives as follows: Useful
Life (Years) Building and Improvements 4 Machinery and Equipment 3-7 Trucks and Vehicles 3-6 Goodwill
and Intangible Assets In
applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated
fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded
at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets
with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise.
Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever
indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would
be recognized for the amount by which a carrying amount exceeds its fair value. Acquired
identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization
Basis Expected
Life (years) Customer-Related Straight-line basis 5-15 Marketing-Related Straight-line
basis 5 Long-Lived
Assets We
review our property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least
annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted
operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed
of are reported at the lower of carrying amount or fair value less costs to sell. Fair
Value of Financial Instruments Our
financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount
of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed. The
fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial
liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used
to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value
hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy is
as follows: Level
1 – Quoted market prices in active markets for identical assets or liabilities. Level
2 – Observable market-based inputs or inputs that are corroborated by market data. Level
3 - Unobservable inputs that are not corroborated by market date. Our
held to maturity securities are comprised of certificates of deposit. 93 Derivative
Instrument Liability We
account for derivative instruments in accordance with ASC 815, Derivatives and Hedging , which establishes accounting and reporting
standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments
or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation.
Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships
and the types of relationships designated are based on the exposures hedged. Stock-Based
Compensation We
record stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation . All transactions in which goods or
services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments
issued and are recognized over the employees required service period, which is generally the vesting period. Operating Leases ASC
842 requires recognition of leases on the consolidated balance sheets as right-of-use, or ROU, assets and lease liabilities. ROU assets
represent our right to use underlying assets for the lease terms and lease liabilities represent our obligation to make lease payments
arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future
minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we used our estimated
incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate
ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. We
recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating
leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of
accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease
cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments
for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in
facts and circumstances on which the variable lease payments are based occur. We have elected not to separate lease and non-lease components
for all property leases for the purposes of calculating ROU assets and lease liabilities. ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not
applicable. ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The
full text of our audited consolidated financial statements begins on page F-1 of this annual report. ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM
9A. CONTROLS AND PROCEDURES. Evaluation
of Disclosure Controls and Procedures We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures
refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the
SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure. 94 As
required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision
of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as of December 31, 2021. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial
officer determined that, because of the material weaknesses described below, our disclosure controls and procedures were not effective. Management’s
Annual Report on Internal Control over Financial Reporting Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal
control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and
principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP, and includes those policies and procedures tha (1) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that our receipts and expenditures are
being made only in accordance with the authorization of our management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements. Our

put into production within hours of being received. The inventory in production is accounted for in the contract assets and liabilities

and follows the percentage completion methodology. Inventories consisting of materials and supplies are stated at lower of costs or market.

High Mountain and Innovative Cabinets’ inventory mainly consists of doors, door frames, baseboards, crown molding, cabinetry, countertops,

custom cabinets, closet shelving, and other related products. We value inventory at each balance sheet date to ensure that it is carried

at the lower of cost or net realizable value with cost determined based on the average cost basis. Wolo’s inventory consists of

finished goods acquired for resale and is valued at the weighted-average cost determined on a specific item basis. We periodically evaluate

the value of items in inventory and provide write-downs to inventory based on our estimate of market conditions. We estimated an obsolescence

allowance of $387,848 and $12,824 at December 31, 2021 and 2020, respectively. 92 Property

and Equipment Property

and equipment is stated at historical cost less accumulated depreciation. Depreciation of furniture, vehicles and equipment is calculated

using the straight-line method over the estimated useful lives as follows: Useful

Life (Years) Building and Improvements 4 Machinery and Equipment 3-7 Trucks and Vehicles 3-6 Goodwill

and Intangible Assets In

applying the acquisition method of accounting, amounts assigned to identifiable assets and liabilities acquired were based on estimated

fair values as of the date of acquisition, with the remainder recorded as goodwill. Identifiable intangible assets are initially recorded

at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Identifiable intangible assets

with definite lives are amortized over their estimated useful lives and are reviewed for impairment if indicators of impairment arise.

Intangible assets with indefinite lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever

indicators of impairment exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would

be recognized for the amount by which a carrying amount exceeds its fair value. Acquired

identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization

Basis Expected

Life (years) Customer-Related Straight-line basis 5-15 Marketing-Related Straight-line

basis 5 Long-Lived

Assets We

review our property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least

annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted

operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed

of are reported at the lower of carrying amount or fair value less costs to sell. Fair

Value of Financial Instruments Our

financial instruments consist of cash and cash equivalents, certificates of deposit and amounts due to shareholders. The carrying amount

of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing

market rates unless otherwise disclosed. The

fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial

liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used

to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value

hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three-level hierarchy is

as follows: Level

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

2 – Observable market-based inputs or inputs that are corroborated by market data. Level

3 - Unobservable inputs that are not corroborated by market date. Our

held to maturity securities are comprised of certificates of deposit. 93 Derivative

Instrument Liability We

account for derivative instruments in accordance with ASC 815, Derivatives and Hedging , which establishes accounting and reporting

standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments

or contracts, and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation.

Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships

and the types of relationships designated are based on the exposures hedged. Stock-Based

Compensation We

record stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation . All transactions in which goods or

services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration

received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees

and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments

issued and are recognized over the employees required service period, which is generally the vesting period. Operating Leases ASC

842 requires recognition of leases on the consolidated balance sheets as right-of-use, or ROU, assets and lease liabilities. ROU assets

represent our right to use underlying assets for the lease terms and lease liabilities represent our obligation to make lease payments

arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future

minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we used our estimated

incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

A number of the lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate

ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. We

recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating

leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of

accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease

cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments

for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in

facts and circumstances on which the variable lease payments are based occur. We have elected not to separate lease and non-lease components

for all property leases for the purposes of calculating ROU assets and lease liabilities. ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not

applicable. ITEM

8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The

full text of our audited consolidated financial statements begins on page F-1 of this annual report. ITEM

9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. ITEM

9A. CONTROLS AND PROCEDURES. Evaluation

of Disclosure Controls and Procedures We

maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures

refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the

SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial

officer, as appropriate, to allow timely decisions regarding required disclosure. 94 As

required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision

of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls

and procedures, as of December 31, 2021. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial

officer determined that, because of the material weaknesses described below, our disclosure controls and procedures were not effective. Management’s

Annual Report on Internal Control over Financial Reporting Our

management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal

control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and

principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance

with GAAP, and includes those policies and procedures tha (1) pertain

to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of our assets; (2) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with the authorization of our management and directors; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements. Our