0001214659-22-011591 | 10-Q | XBRL Viewer

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Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2022	Sep. 27, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	1-34761
Entity Registrant Name	ATLIS Motor Vehicles, Inc.
Entity Central Index Key	0001722969
Entity Tax Identification Number	81-4308534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1828 N. Higley Rd. Ste 116
Entity Address, City or Town	Mesa
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85205
City Area Code	602
Local Phone Number	309-5425
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AMV
Security Exchange Name	NASDAQ
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
Common Class A [Member]
Entity Common Stock, Shares Outstanding		8,104,137
Common Class D [Member]
Entity Common Stock, Shares Outstanding		29,775,370

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 638,038	$ 3,146,134
Prepaid expenses and other assets	327,209	290,265
Other receivables	242,630	342
Total current assets	1,207,877	3,436,741
Property and equipment, net	721,926	980,028
Construction in progress	50,185
Intangible assets, net	10,497	11,074
Right-of-use assets	949,420
Security deposits	102,106	90,222
Vendor deposits	79,222	96,164
TOTAL ASSETS	3,121,233	4,614,229
Current liabilities:
Accounts payable	675,232	65,902
Accrued expenses	615,766	166,684
Payroll tax liabilities	262	56,728
Advanced customer deposits	225,000
Paycheck protection program loan		397,309
Current portion of deferred rent		22,412
Current portion of lease liability	332,819
Total current liabilities	1,849,079	709,035
Deferred rent		103,633
Lease liability, net of current portion	732,750
Total liabilities	2,581,829	812,668
Stockholders' equity
Additional paid-in capital	185,448,854	151,733,673
Accumulated deficit	(184,913,059)	(147,935,370)
Total stockholders' equity	539,404	3,801,561
Total liabilities and stockholders' equity	3,121,233	4,614,229
Common Class C [Member]
Stockholders' equity
Common stock par value		1
Common Class D [Member]
Stockholders' equity
Common stock par value	2,843	2,573
Common Class A [Member]
Stockholders' equity
Common stock par value	$ 766	$ 684

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001
Common stock, shares authorized	96,248,541
Common stock, shares outstanding	36,082,692	32,584,946
Common Class C [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	15,000	15,000
Common stock, shares issued	0	5,000
Common stock, shares outstanding	0	5,000
Common Class D [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	41,925,572	41,925,572
Common stock, shares issued	28,425,370	25,725,370
Common stock, shares outstanding	28,425,370	25,725,370
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	54,307,968	54,307,968
Common stock, shares issued	7,657,322	6,854,576
Common stock, shares outstanding	7,657,322	6,854,576

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Operating expenses:
Stock based compensation	$ 10,252,172	$ 3,550,105	$ 24,207,101	$ 6,676,775
General and administrative	4,445,964	1,168,391	7,614,408	2,587,836
Advertising	1,782,019	960,176	3,637,816	1,153,806
Research and development	1,171,713	473,444	1,866,089	746,046
Total operating expenses	17,651,868	6,152,116	37,325,414	11,164,463
Operating loss	(17,651,868)	(6,152,116)	(37,325,414)	(11,164,463)
Other income (expense):
Paycheck protection program forgiveness	397,309		397,309
Loss on disposal of property and equipment	(152,284)		(152,284)
Other income (expense)	115,243	(36,427)	102,700	(36,878)
Total other income (expense)	360,268	(36,427)	347,725	(36,878)
Net Loss	$ (17,291,600)	$ (6,188,543)	$ (36,977,689)	$ (11,201,341)
Loss per share, basic	$ (2.06)	$ (1.65)	$ (2.14)	$ (1.48)
Weighted average number of common shares outstanding used in computing loss per share:	8,407,414	3,750,325	17,249,345	7,582,890

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Class A [Member]	Common Class C [Member]	Common Class D [Member]	Securities Receivable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 1,484				$ 13,378,066	$ (14,199,288)	$ (819,738)
Beginning balance (in shares) at Dec. 31, 2020	14,845,067
Common Stock issued for cash	$ 69				5,022,248		5,022,317
Common Stock issued for cash (in shares)	799,064
Shares issued for services and rent guarantees	$ 4	$ 1			186,372		186,377
Shares issued for services and rent guarantees (in shares)	32,500	5,000
Stock based compensation					6,676,775		6,676,775
Ending balance, value at Jun. 30, 2021	$ 1,557	$ 1			25,263,461	(25,400,629)	(135,610)
Net Loss						(11,201,341)	(11,201,341)
Ending balance (in shares) at Jun. 30, 2021	15,676,631	5,000
Beginning balance, value at Mar. 31, 2021	$ 1,518	$ 1			18,661,000	(19,212,086)	(549,567)
Beginning balance (in shares) at Mar. 31, 2021	15,151,954	5,000
Common Stock issued for cash	$ 39				3,052,356		3,052,395
Common Stock issued for cash (in shares)	524,677
Shares issued for services and rent guarantees
Stock based compensation					3,550,105		3,550,105
Ending balance, value at Jun. 30, 2021	$ 1,557	$ 1			25,263,461	(25,400,629)	(135,610)
Net Loss						(6,188,543)	(6,188,543)
Ending balance (in shares) at Jun. 30, 2021	15,676,631	5,000
Beginning balance, value at Dec. 31, 2021	$ 684	$ 1	$ 2,573		151,733,673	(147,935,370)	3,801,561
Beginning balance (in shares) at Dec. 31, 2021	6,854,576	5,000	25,725,370
Common Stock issued for cash	$ 74				8,881,828		8,881,902
Common Stock issued for cash (in shares)	725,746
Shares issued for services and rent guarantees					54,528		54,528
Shares issued for services and rent guarantees (in shares)	2,000	5,000
Series D Stock Issued			$ 270				270
Series D Stock Issued (in shares)			2,700,000
Exchange of Class C to Class A	$ 8	$ (1)			571,994		572,001
Conversion of Class C to Class A ( in shares)	75,000	(10,000)
Stock based compensation					24,207,101		24,207,101
Ending balance, value at Jun. 30, 2022	$ 766		$ 2,843		185,448,854	(184,913,059)	539,404
Net Loss						(36,977,689)	(36,977,689)
Ending balance (in shares) at Jun. 30, 2022	7,657,322		28,425,370
Beginning balance, value at Mar. 31, 2022	$ 716	$ 1	$ 2,708	(1,360,931)	170,497,194	(167,621,459)	1,518,229
Beginning balance (in shares) at Mar. 31, 2022	7,162,069	10,000	27,075,370
Common Stock issued for cash	$ 42			1,360,931	4,109,894		5,470,867
Common Stock issued for cash (in shares)	418,253
Shares issued for services and rent guarantees					17,600		17,600
Shares issued for services and rent guarantees (in shares)	2,000
Series D Stock Issued			$ 135				135
Series D Stock Issued (in shares)			1,350,000
Exchange of Class C to Class A	$ 8	$ (1)			571,994		572,001
Conversion of Class C to Class A ( in shares)	75,000	(10,000)
Stock based compensation					10,252,172		10,252,172
Ending balance, value at Jun. 30, 2022	$ 766		$ 2,843		$ 185,448,854	(184,913,059)	539,404
Net Loss						$ (17,291,600)	$ (17,291,600)
Ending balance (in shares) at Jun. 30, 2022	7,657,322		28,425,370

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss	$ (36,977,689)	$ (11,201,341)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	115,596	8,010
Amortization right of use assets	148,579
Employee stock based compensation	24,207,101	6,676,775
Non-employee stock compensation	626,529	186,372
Forgiveness of Paycheck Protection Loan	(397,309)
Loss on the sale of property and equipment	152,284
Changes in assets and liabilities:
Prepaid expenses and other current assets	(36,944)	(42,388)
Other receivables	(242,288)	2,280
Accounts payable	609,330	(22,200)
Accrued expenses	449,082	40,095
Payroll tax liabilities	(56,466)	(329,399)
Deferred revenue	225,000
Deferred rent		(4,731)
Security Deposits	(11,884)	(2,544)
Vendor Deposits	16,942
Operating lease liabilities	(158,476)
Net cash used in operating activities	(11,330,613)	(4,689,071)
Cash flows from investing activities:
Purchases of property and equipment	(59,385)	(82,945)
Addition of intangible assets		(36,561)
Net cash used in investing activities	(59,385)	(119,506)
Cash flows from financing activities
Proceeds from Stock Issuance	8,881,902	5,022,316
Proceeds from Paycheck Protection Loan		397,309
Net cash provided by financing activities	8,881,902	5,419,625
Net (decrease) increase in cash	(2,508,096)	611,048
Cash, beginning of period	3,146,134	42,994
Cash, end of period	638,038	654,042
Cash paid for income taxes	$ 4,904	$ 4,962

Organization and Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Basis of Presentation

1.	Organization and Basis of Presentation

Organization

ATLIS Motor Vehicles Inc. (“the Company” or “ATLIS”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016. ATLIS is a vertically integrated, mobility technology company developing products that will power work. The Company is working toward production of an electric vehicle technology platform for heavy and light duty work trucks for individual and fleet use in agriculture, service, utility, and construction industries, amongst others. To meet the towing and payload capabilities of legacy diesel-powered vehicles, ATLIS has developed proprietary battery technology and a modular system architecture capable of scaling to meet the specific needs of the all-electric vehicle.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 1-K for the year ended December 31, 2021 (“2021 Form 1-K") filed with the Securities and Exchange Commission (“SEC") on May 16, 2022 pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2021 Form 1-K.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

During the six month period ended June 30, 2022, the Company incurred a net loss of $36,977,689 and had net cash flows used in operating activities of $11,330,613. On June 30, 2022, the Company had $638,038 in cash and an accumulated deficit of $184,913,059.

The Company continues to raise capital through stock sales and investment campaigns. In the six months ended June 30, 2022, the Company raised $8,881,902 from the sale of common stock through its Regulation A+ offering. The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis.

These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding.. The Company’s success is dependent upon achieving strategic and financial objectives, including accessing capital through public markets. ATLIS has spent the last several years developing technology that will electrify work. In 2021, the Company delivered on its commitment to build and test what we believe is superior battery technology and to successfully deliver the XT prototype. In 2022, we plan to become continue to make progress toward revenue generation and to secure sufficient funding to execute on our operational milestones.

Change in Accounting Policy

The Company has opted for an effective adoption date of January 1, 2022 for the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases. As a result of implementation, the Company recorded a right of use asset, current portion of lease liability and lease liability, net of current portion in the amounts of $949,420, $332,819, and $732,750 in the unaudited condensed consolidated balance sheets at June 30, 2022. See note 8 for more information.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Recent Accounting Pronouncements and Summary of Significant Accounting Policies

2.	Recent Accounting Pronouncements and Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (“ASC 740”). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company does not expect this update to have a material impact on its consolidated financial statements.

The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and our actual results, our financial condition or results of operations may be affected.

Segment Reporting

We evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that the Company is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company did not have any cash equivalent balances at June 30, 2022 or December 31, 2021.

The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

Advertising

The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and six months ended June 30, 2022 were $1,782,019 and $3,637,816, respectively. Advertising costs for the three and six months ended June 30, 2021 were $960,176 and $1,153,806, respectively.

Income Taxes

Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or six months ended June 30, 2022.

Research and Development Expenses

Research and development costs are charged to operations when incurred and are included in the operating expenses on the unaudited condensed consolidated statements of operations. Research and development expenses were $1,171,713 and $1,866,089 for the three and six month period ending June 30, 2022. The Company recorded research and development expenses of $473,444 and $746,046 for the three and six month periods ending June 30, 2021, respectively.

Property and Equipment

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

3.	Property and Equipment

Property and equipment consist of the following:

	June 30, 2022			December 31, 2021

Leasehold improvements	$	129,860		$	129,860
Office equipment		98,442			63,969
Tools and plant equipment		550,124			829,898
Vehicles		69,949			59,449
		848,375			1,083,176
Less—Accumulated depreciation		(126,449	)		(103,148	)
Property and equipment, net	$	721,926		$	980,028

The Company recorded depreciation expense related to property and equipment in the amount of $60,206 and $115,018 for the three and six month periods ended June 30, 2022. Depreciation expense was $4,791 and $2,501 for the three and six month periods ended June 30, 2021.

In accordance with ASC 360-10, the Company evaluated its long-lived assets for potential impairment. We determined that a potential triggering event occurred due to ongoing losses during the quarter; however, since the assets were recently purchased and as the estimated useful life of these assets was not impacted by the Company’s ongoing losses, Management determined no impairment was necessary.

Intangible Assets

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

4.	Intangible Assets

Intangible assets consist of the following:

	June 30, 2022			December 31, 2021
Patents	$	11,555		$	11,555
Less—Accumulated amortization		(1,058	)		(481	)
Intangible assets, net	$	10,497		$	11,074

ATLIS recorded amortization expense related to the issuance of a patent number 11.069.945 on July 20, 2021. The Company amortizes patents using the straight-line method over the estimated useful life of the patent, which is ten years. The Company recorded amortization expense of $289 and $578 during the three and six months ended June 30, 2022, respectively. Patent expense for patents in process are recorded to Prepaid and other assets.

Income Taxes

6 Months Ended

Jun. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

5.	Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

At December 31, 2021, the Company had net operating loss carryforwards of approximately $31,350,000 which will carryforwards through 2037. The Company’s current year net operating loss will carryforward indefinitely.

In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted taxable income, limitation of the deduction for newly generated net operating losses to 80% of current year taxable income and elimination of net operating loss ("NOL") carrybacks, future taxation of certain classes of offshore earnings regardless of whether they are repatriated, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits beginning in 2018.

The current income tax benefit of $14,794,000 was generated for the six months ended June 30, 2022. The Company has increased its valuation allowance accordingly as the Company's ability to generate sufficient taxable income to utilize its net operating loss carryforwards is uncertain. The Company’s deferred tax balances primarily consist of its operating loss carryforwards.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At June 30, 2022 and 2021 the Company did not have any unrecognized uncertain tax positions or any associated interest and penalties.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Paycheck Protection Program Loan

6 Months Ended

Jun. 30, 2022

Paycheck Protection Program Loan

Paycheck Protection Program Loan

6.	Paycheck Protection Program Loan

On February 11, 2021, ATLIS was granted a loan from Washington Federal Bank, in the aggregate amount of $397,309, pursuant to the Paycheck Protection Program (“PPP”). The was granted under the provisions of the second offering of PPP loans by the Small Business Association. The loan, which was in the form of a Note dated February 11, 2021, issued to ATLIS, matures February 11, 2026 and bears interest at a rate of 1.0% annually. The Note may be prepaid by the Borrower at any time prior to the maturity with no prepayment penalties. Funds from the loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities and interest on other debit obligations incurred before February 15, 2020. On April 13, 2022, the Company received notice that the note was fully forgiven. As a result the Company recorded other income in the amount of $397,309 in its unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2022.

On April 30, 2020, ATLIS was granted a loan from Washington Federal Bank, in the aggregate amount of $92,931, pursuant to the PPP under Division A, Title 1 of the CARES Act, which was enacted March 27, 2020. This PPP note was fully forgiven on July 12, 2021.

Net Loss per Share

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share

7.	Net Loss per Share

Net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. For the three and six months ended June 30, 2022, and 2021, respectively, the Company’s basic and diluted net loss per share are the same because the Company generated a net loss for the periods and potentially dilutive securities are excluded from diluted net loss per share because they have an anti-dilutive impact. The Company’s basic net loss per share was $2.06 and $2.14 for the three and six months ended June 30, 2022, respectively. The Company’s basic net loss per share for the three and six months ended June 30, 2021 was $1.65 and $1.48, respectively.

Leases

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

8.	Leases

The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. Consequently, financial information has not been updated for dates and periods before January 1, 2022. Additionally, the Company chose to elect certain relief options offered in ASC 842 including the package of practical expedients, the option to account for separate lease and non-lease components as a single unit, and the option to exclude right-of-use assets and lease liabilities that arise from short term leases (i.e. leases with terms of twelve months or less). Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company’s leases consist of mixed-use office and warehouse space in Mesa, Arizona. The Company’s lease terms may include options to terminate the lease when it is reasonably certain that the Company will exercise such options. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Our lease agreements do not contain any material residual value guarantees, material restrictions or covenants. The Company used an incremental borrowing rate of 3.25% to determine the present value of fixed lease payments based on the United States Prime borrowing rate at the lease commencement date, as the rate implicit in the lease was not readily determinable.

The Company’s aggregate lease maturities as of June 30, 2022, are as follows:

Year
2022 (remaining 6 months)	$	179,927
2023		367,952
2024		378,990
2025		193,748
Total minimum lease payments		1,120,617
Less imputed interest		(55,048	)
Total operating lease liabilities	$	1,065,569

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9.	Commitments and Contingencies

Legal Proceedings

The Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company. From time to time, ATLIS may be a party to certain legal or regulatory proceedings in the ordinary course of business. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, management does not expect that any such future proceedings will have a material effect on the Company’s financial condition or results of operations.

Select Balance Sheet Accounts

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Select Balance Sheet Accounts

10.

Select Balance Sheet Accounts

Vendor Deposits

ATLIS paid $58,312 to Salt River Project, the Arizona utility company, as a refundable deposit for engineering services for implementation of additional electricity capacity to facilitate the development of ATLIS 1.5MW AMV charging capabilities. Additionally, the Company recorded a total of $30,512 in 2021 for deposits on equipment purchases to be delivered at future dates. At June 30, the company had total Vendor Deposits of $79,2022 compared to $96,164 at December 31, 2021. Vendor deposits made during the period ended June 30, 2022 consisted of deposits on battery testing equipment and miscellaneous other machinery and equipment.

Payroll Tax Liability

The Company has payroll tax obligations of $262 at June 30, 2022. The Company’s payroll tax obligation was $56,728 at December 31, 2021.

	June 30, 2022		December 31, 2021
Federal Payroll Taxes	$	-	$	61,394
State Payroll Taxes		262		(4,666	)
Total Payroll Taxes Payable	$	262	$	56,728

Advanced Customer Deposits

The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying the Company’s performance obligations, including amounts which are refundable. As of June 30, 2022 the deferred revenue balance of $225,000 relates entirely to a customer order for two XP Platforms to be produced and delivered at a later date.

Stock Based Compensation

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stock Based Compensation

11.

Stock Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period.

Prior to and up until the quarter ended September 30, 2021, the Company awarded employees grants in common stock as part of employee compensation, which typically vested over four years. Upon vesting, the company recorded employee stock compensation to additional paid-in-capital as the shares were vested but not issued. The share value was calculated based on the most recent funding event. Subsequently, the Company changed its accounting policy to value company shares based on appraisal of fair market value that considered all available information material to the value of the Company, including the present value of anticipated future cash flows and other relevant factors such as a discount for lack of marketability. The same method was applied retrospectively to value stock grant awards in prior years. As a result, the company revised the previously recorded share-based compensation expenses based on the use of the appraisal method.

On August 24, 2021, the Company offered employees the option to convert their vested stock grants into stock options at weighted average conversion ratio of approximately 6.64 options for every share grant. A condition of the conversion was the relinquishment of all prior awarded stock through the August 24, 2021 conversion date. Although not all, a majority of former and current employees at the time elected to convert their shares to options. The Company accounted for this transaction as a modification as per ASC 718. As a result, the company recorded approximately $114,579,500 of incremental compensation expense as of December 31, 2021.

The originally vested stock grants were unissued as of the modification date with the exception of 10,000,000 Class A shares held by Mark Hanchett, who subsequently relinquished these on August 24, 2021.

On August 24,2021, the Company issued 25,725,370 Class D stock to the CEO and the President.

Between August 24, 2021 and December 31, 2021, ATLIS awarded 578,400 options to new employees, non-employees and to our Director of Board.

On June 17, 2022, the Company agreed with a third party who provided a rent guarantee to the Company’s landlord on the Company’s building in Mesa, Arizona to exchange 75,000 shares of Class A common stock for 10,000 shares of Class C common stock. The Company recorded General and Administrative expenses of $572,000 on the Company’s Unaudited Condensed Consolidated Statements of operations for the three and six months ended June 30, 2022 resulting from consideration provided for the loss of perquisites afforded to Class C shareholders.

In the six months ended June 30, 2022, ATLIS awarded 3,257,125 options to new employees, non-employees and to our Directors of Board.

The Company recorded $10,252,172 and $24,207,101 in stock based compensation expense for the three and six month periods ended June 30, 2022, respectively. The Company recorded stock based compensation expense of $3,550,105 and $6,676,775 for the three and six month periods ended June 30, 2021, respectively.

The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions for the three and six months ended June 30, 2022. The Company did not have any stock options for the three and six months ended June 30, 2021.

		Three and Six Months Ended June 20, 2022

Expected average life (years)		7.0
Expected volatility		75.33%
Risk-free interest rate		1.65%
Expected dividend yield		0%

Compensation expense was determined by applying the Black-Scholes model on the appraised value of the underlying share price for each stock on the grant date.

A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of June 30, 2022, and changes during the six months then ended is presented below:

	Options *							RSUs
	Shares		Weighted average exercise price		Weighted average contractual term (in years)			Shares		Weighted average grant date fair value
Outstanding, December 31, 2021		45,466,295	$	7.00		7			1,344,657		-
Granted		519,242				7					-
Exercised		-		-					-		-
Forfeited		415,010		7.00					-		-
Expired		-		-					-		-
Outstanding, June 30, 2022		45,457,280	$	7.00		7			1,344,657		-
Exercisable, June 30, 2022		30,505,327	$	7.00		7.00	**		-		-

Common Stock

The total number of shares of common stock which the Company shall have authority to issue is 96,248,541 at $0.0001 par value per share.

In 2021 and 2022, the Company issued Class D shares of Common Stock. These shares are not traded openly or available for sale to the public. Class D shares are offered only to executive officers of ATLIS. Each class D share of common stock is granted two votes compared to Class A shares of common stock which are granted one vote per share. The shares of Class D Stock are not entitled to receive any dividends or any distribution on a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class D shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class D Stock owned by such holder. As of June 30, 2022, 28,425,370 shares of Class D stock were issued to Mark Hanchett and Annie Pratt.

The breakdown of common stock by class at June 30, 2022 and December 31, 2021 were as follows:

	June 30, 2022		December 31, 2021

Class A		7,657,322		6,854,576
Class C				5,000
Class D		28,425,370		25,725,370
Total Shares Outstanding		36,082,692		32,584,946

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

12.

Subsequent Events

The Company performed an evaluation of events occurring between the end of our most recent quarter end and the date of filing these condensed consolidated financial statements.

The Company received cash inflows from stock sales via campaigns and private investors. The current stock campaign via crowd funding is through Fund America. The Company has raised $6,306,845 from July 1, 2022 through September 27, 2022 and has issued 446,815 shares of class A, (including 64,511 bonus shares) and 1,350,000 shares of class D common stock during this period.

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (“ASC 740”). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and our actual results, our financial condition or results of operations may be affected.
Segment Reporting	Segment Reporting We evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that the Company is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business.
Concentration of Credit Risks	Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company did not have any cash equivalent balances at June 30, 2022 or December 31, 2021. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.
Advertising	Advertising The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and six months ended June 30, 2022 were $1,782,019 and $3,637,816, respectively. Advertising costs for the three and six months ended June 30, 2021 were $960,176 and $1,153,806, respectively.
Income Taxes	Income Taxes Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.
Long-Lived Assets	Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or six months ended June 30, 2022.
Research and Development Expenses	Research and Development Expenses Research and development costs are charged to operations when incurred and are included in the operating expenses on the unaudited condensed consolidated statements of operations. Research and development expenses were $1,171,713 and $1,866,089 for the three and six month period ending June 30, 2022. The Company recorded research and development expenses of $473,444 and $746,046 for the three and six month periods ending June 30, 2021, respectively.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References + Details

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment [Abstract]

Property and equipment consist of the following:

	June 30, 2022			December 31, 2021

Leasehold improvements	$	129,860		$	129,860
Office equipment		98,442			63,969
Tools and plant equipment		550,124			829,898
Vehicles		69,949			59,449
		848,375			1,083,176
Less—Accumulated depreciation		(126,449	)		(103,148	)
Property and equipment, net	$	721,926		$	980,028

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets consist of the following:

	June 30, 2022			December 31, 2021
Patents	$	11,555		$	11,555
Less—Accumulated amortization		(1,058	)		(481	)
Intangible assets, net	$	10,497		$	11,074

Leases (Tables)

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

The Company’s aggregate lease maturities as of June 30, 2022, are as follows:

Year
2022 (remaining 6 months)	$	179,927
2023		367,952
2024		378,990
2025		193,748
Total minimum lease payments		1,120,617
Less imputed interest		(55,048	)
Total operating lease liabilities	$	1,065,569

Select Balance Sheet Accounts (Tables)

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company has payroll tax obligations of $262

The Company has payroll tax obligations of $262 at June 30, 2022. The Company’s payroll tax obligation was $56,728 at December 31, 2021.

	June 30, 2022		December 31, 2021
Federal Payroll Taxes	$	-	$	61,394
State Payroll Taxes		262		(4,666	)
Total Payroll Taxes Payable	$	262	$	56,728

Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Schedule of stock options at the grant date

		Three and Six Months Ended June 20, 2022

Expected average life (years)		7.0
Expected volatility		75.33%
Risk-free interest rate		1.65%
Expected dividend yield		0%

A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of June 30, 2022, and changes during the six months then ended is presented below:

	Options *							RSUs
	Shares		Weighted average exercise price		Weighted average contractual term (in years)			Shares		Weighted average grant date fair value
Outstanding, December 31, 2021		45,466,295	$	7.00		7			1,344,657		-
Granted		519,242				7					-
Exercised		-		-					-		-
Forfeited		415,010		7.00					-		-
Expired		-		-					-		-
Outstanding, June 30, 2022		45,457,280	$	7.00		7			1,344,657		-
Exercisable, June 30, 2022		30,505,327	$	7.00		7.00	**		-		-

The breakdown of common stock by class at June 30, 2022 and December 31, 2021 were as follows:

	June 30, 2022		December 31, 2021

Class A		7,657,322		6,854,576
Class C				5,000
Class D		28,425,370		25,725,370
Total Shares Outstanding		36,082,692		32,584,946

Organization and Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Net Loss	$ 17,291,600	$ 6,188,543	$ 36,977,689	$ 11,201,341
Net cash flows used in operating activities			11,330,613	4,689,071
Cash and cash equivalents	638,038		638,038		$ 3,146,134
Accumulated deficit	184,913,059		184,913,059		147,935,370
Proceeds from issuance of common stock			8,881,902	$ 5,022,316
Operating lease right of use asset	949,420		949,420
Operating lease liability current	332,819		332,819
Operating lease liability non current	$ 732,750		732,750
Common Stock [Member]
Proceeds from issuance of common stock			$ 8,881,902

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
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-Paragraph 1B
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accounting Policies [Abstract]
Cash fdic insurance amount	$ 250,000		$ 250,000
Advertising costs	1,782,019	$ 960,176	3,637,816	$ 1,153,806
Research and development	$ 1,171,713	$ 473,444	$ 1,866,089	$ 746,046

Property and equipment consist of the following: (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment , gross	$ 848,375	$ 1,083,176
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(126,449)	(103,148)
Property plant and equipment, net	721,926	980,028
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	129,860	129,860
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	98,442	63,969
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	550,124	829,898
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment , gross	$ 69,949	$ 59,449

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 115,018	$ 4,791		$ 2,501
Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 60,206		$ 115,018

Intangible assets consist of the following: (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 11,555	$ 11,555
Less—Accumulated amortization	(1,058)	(481)
Intangible assets, net	$ 10,497	$ 11,074

Intangible Assets (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
Intangible Assets (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Descriptive of patent number		issuance of a patent number 11.069.945 on July 20, 2021
Finite lived intangible assets amortization method		straight-line method
Finite lived intangible asset useful life		10 years
Amortization of intangible assets	$ 289	$ 578

Income Taxes (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Operating loss carry forward		$ 31,350,000
Operating loss carryforward expiration date		2037
Corporate tax rate			21.00%
Current income tax expenses benefit	$ 14,794,000

Paycheck Protection Program Loan (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Feb. 11, 2021	Apr. 30, 2020
Short-Term Debt [Line Items]
Interest rate		1.00%
Other income	$ 397,309
Federal Reserve Bank Advances [Member]
Short-Term Debt [Line Items]
Loan granted		$ 397,309	$ 92,931

Net Loss per Share (Details Narrative) - $ / shares	3 Months Ended		6 Months Ended
Net Loss per Share (Details Narrative) - $ / shares	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Earnings Per Share [Abstract]
Earning per share basic	$ 2.06	$ 1.65	$ 2.14	$ 1.48

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
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-Paragraph 11
-Subparagraph (a)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
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-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 7
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-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
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-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

The Company’s aggregate lease maturities as of June 30, 2022, are as follows: (Details)	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022 (remaining 6 months)	$ 179,927
2023	367,952
2024	378,990
2025	193,748
Total minimum lease payments	1,120,617
Less imputed interest	(55,048)
Total operating lease liabilities	$ 1,065,569

The Company has payroll tax obligations of $262 (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Federal Payroll Taxes		$ 61,394
State Payroll Taxes	262	(4,666)
Total Payroll Taxes Payable	$ 262	$ 56,728

Select Balance Sheet Accounts (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Vendor Deposits	$ 79,222	$ 96,164
Deferred revenue	$ 225,000

Schedule of stock options at the grant date (Details)	6 Months Ended
Schedule of stock options at the grant date (Details)	Jun. 30, 2022
Equity [Abstract]
Expected average life (years)	7 years
Expected volatility	75.33%
Risk-free interest rate	1.65%
Expected dividend yield	0.00%

A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of June 30, 2022, and changes during the six months then ended is presented below: (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	45,466,295
Balance at beginning fair value \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Granted \| shares	519,242
Weighted average conttractual term (in years)	7 years
Exercised \| shares
Exercised \| shares	415,010
Fire value exercised \| $ / shares	$ 7.00
Expired \| shares
Balance at ending \| shares	45,457,280
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Balance at ending \| shares	30,505,327
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price \| $ / shares	$ 7.00
Weighted average conttractual term (in years)	7 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	30,505,327
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Balance at beginning	1,344,657
Balance at beginning fair value \| $ / shares
Fire value exercised \| $ / shares
Balance at ending \| shares	1,344,657
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance \| $ / shares
Balance at ending \| shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price \| $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number

The breakdown of common stock by class at June 30, 2022 and December 31, 2021 were as follows: (Details) - shares	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Total Shares Outstanding	36,082,692	32,584,946
Common Class A [Member]
Class of Stock [Line Items]
Total Shares Outstanding	7,657,322	6,854,576
Common Class C [Member]
Class of Stock [Line Items]
Total Shares Outstanding	0	5,000
Common Class D [Member]
Class of Stock [Line Items]
Total Shares Outstanding	28,425,370	25,725,370

Stock Based Compensation (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
Stock Based Compensation (Details Narrative) - USD ($)	Jun. 17, 2022	Aug. 24, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Weighted average conversion ratio		664.00%
Employee Benefits and Share-Based Compensation							$ 114,579,500
Vested stock unissued		10,000,000
Stock Issued During Period, Shares, Employee Benefit Plan					3,257,125
Description of stock exchange	On June 17, 2022, the Company agreed with a third party who provided a rent guarantee to the Company’s landlord on the Company’s building in Mesa, Arizona to exchange 75,000 shares of Class A common stock for 10,000 shares of Class C common stock
General and Administrative Expense			$ 4,445,964	$ 1,168,391	$ 7,614,408	$ 2,587,836
Share-Based Payment Arrangement, Expense			$ 10,252,172	$ 3,550,105	$ 24,207,101	$ 6,676,775
Common Stock, Shares Authorized			96,248,541		96,248,541
Common Stock, Par or Stated Value Per Share			$ 0.0001		$ 0.0001
Common Stock, Shares, Outstanding			36,082,692		36,082,692		32,584,946
Common Stock Class D [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		25,725,370
Stock Issued During Period, Shares, Employee Benefit Plan							578,400
Common Class D [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized			41,925,572		41,925,572		41,925,572
Common Stock, Par or Stated Value Per Share			$ 0.0001		$ 0.0001		$ 0.0001
Common Stock, Shares, Issued			28,425,370		28,425,370		25,725,370
Common Stock, Shares, Outstanding			28,425,370		28,425,370		25,725,370

Subsequent Events (Details Narrative) - shares	Sep. 27, 2022	Jun. 30, 2022	Dec. 31, 2021
Common Class A [Member]
Subsequent Event [Line Items]
Common stock, shares issued		7,657,322	6,854,576
Common stock, shares issued	446,815
Common Class D [Member]
Subsequent Event [Line Items]
Common stock, shares issued		28,425,370	25,725,370
Common stock, shares issued	1,350,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares issued	6,306,845
Bonus shares	64,511