Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Brownie's Marine Group, Inc | |
Entity Central Index Key | 0001166708 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 303,035,206 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 769,591 | $ 70,620 |
Accounts receivable - net | 89,156 | 111,291 |
Accounts receivable - related parties | 54,824 | 48,762 |
Inventory | 833,590 | 719,108 |
Prepaid expenses and other current assets | 109,314 | 48,523 |
Total current assets | 1,856,475 | 998,304 |
Property, equipment and leasehold improvements, net | 149,642 | 103,077 |
Right to use assets | 472,372 | 545,035 |
Other assets | 15,149 | 20,149 |
Total assets | 2,493,638 | 1,666,565 |
Current liabilities | ||
Accounts payable and accrued liabilities | 379,896 | 518,678 |
Accounts payable - related parties | 136,399 | 263,544 |
Customer deposits and unearned revenue | 39,363 | 121,208 |
Other liabilities | 109,307 | 151,749 |
Operating lease liabilities | 105,220 | 98,060 |
Current maturities long term debt | 141,054 | 29,702 |
Notes payable | 65,000 | 110,000 |
Convertible debentures, net | 110,000 | 110,000 |
Total current liabilities | 1,086,239 | 1,402,941 |
Long term debt | 142,177 | 60,070 |
Long-term operating lease liabilities | 367,152 | 446,975 |
Total liabilities | 1,595,568 | 1,909,986 |
Commitments and contingent liabilities (see Note 8) | ||
Stockholders' equity (deficit) | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of September 30, 2020 and December 31, 2019. | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 303,035,206 shares issued and outstanding at September 30, 2020 and 245,540,501 shares issued and 225,540,501 shares outstanding at December 31, 2019, respectively. | 30,304 | 22,554 |
Common stock payable 138,941 shares and 138,941 shares, respectively as of September 30, 2020 and December 31, 2019. | 14 | 14 |
Additional paid-in capital | 13,126,045 | 11,338,104 |
Accumulated deficit | (12,258,718) | (11,604,518) |
Total stockholders' equity (deficit) | 898,070 | (243,421) |
Total liabilities and stockholders' equity (deficit) | $ 2,493,638 | $ 1,666,565 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, share issued | 425,000 | 425,000 |
Preferred stock, share outstanding | 425,000 | 425,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 303,035,206 | 245,540,501 |
Common stock, share outstanding | 303,035,206 | 225,540,501 |
Common stock payable, shares outstanding | 138,941 | 138,941 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net revenues | ||||
Net revenues | $ 1,388,630 | $ 641,420 | $ 2,990,215 | $ 1,682,147 |
Net revenues - related parties | 282,029 | 199,993 | 635,761 | 551,439 |
Total net revenues | 1,670,659 | 841,413 | 3,625,976 | 2,233,586 |
Cost of revenues | ||||
Cost of net revenues | 816,570 | 488,738 | 1,934,332 | 1,391,459 |
Cost of net revenues - related parties | 129,115 | 111,433 | 316,294 | 283,920 |
Royalties expense - related parties | 31,804 | 14,207 | 54,569 | 38,324 |
Royalties expense | 13,379 | 41,306 | ||
Total cost of revenues | 990,868 | 614,378 | 2,346,501 | 1,713,703 |
Gross profit | 679,791 | 227,035 | 1,279,475 | 519,883 |
Operating expenses | ||||
Selling, general and administrative | 591,998 | 534,354 | 1,834,039 | 1,263,499 |
Research and development costs | 28,802 | 12,629 | 84,890 | 76,873 |
Total operating expenses | 620,800 | 546,983 | 1,918,929 | 1,340,372 |
Income (Loss) from operations | 58,991 | (319,948) | (639,454) | (820,489) |
Other expense, net | ||||
Interest expense | (2,456) | (2,016) | (14,746) | (5,826) |
Income (Loss) income before provision for income taxes | 56,535 | (321,964) | (654,200) | (826,315) |
Provision for income taxes | ||||
Net Income (Loss) | $ 56,535 | $ (321,964) | $ (654,200) | $ (826,315) |
Basic income (loss)per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 301,107,923 | 221,369,879 | 283,471,765 | 206,288,923 |
Diluted income (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted weighted average common shares outstanding | 320,969,382 | 221,369,879 | 283,471,765 | 206,288,923 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 425 | $ 16,109 | $ 14 | $ 10,213,595 | $ (10,182,778) | $ 47,365 | |
Balance, shares at Dec. 31, 2018 | 425,000 | 161,086,228 | 138,941 | ||||
Common stock issued for services | $ 703 | 91,348 | 92,051 | ||||
Common stock issued for Service, shares | 7,033,333 | ||||||
Unit offering | $ 5,000 | 495,000 | 500,000 | ||||
Unit offering, shares | 50,000,000 | ||||||
Foreign currency translation | (6,456) | (6,456) | |||||
Net loss | (264,045) | (264,045) | |||||
Balance at Mar. 31, 2019 | $ 425 | $ 21,812 | $ 14 | 10,799,943 | (6,456) | (10,446,823) | 368,915 |
Balance, shares at Mar. 31, 2019 | 425,000 | 218,119,561 | 138,941 | ||||
Balance at Dec. 31, 2018 | $ 425 | $ 16,109 | $ 14 | 10,213,595 | (10,182,778) | 47,365 | |
Balance, shares at Dec. 31, 2018 | 425,000 | 161,086,228 | 138,941 | ||||
Net loss | (826,315) | ||||||
Balance at Sep. 30, 2019 | $ 425 | $ 22,431 | $ 14 | 11,090,161 | (11,009,093) | 103,938 | |
Balance, shares at Sep. 30, 2019 | 425,000 | 224,311,059 | 138,941 | ||||
Balance at Mar. 31, 2019 | $ 425 | $ 21,812 | $ 14 | 10,799,943 | (6,456) | (10,446,823) | 368,915 |
Balance, shares at Mar. 31, 2019 | 425,000 | 218,119,561 | 138,941 | ||||
Common stock issued for services | 56,832 | 56,832 | |||||
Foreign currency translation | (3,490) | (3,490) | |||||
Net loss | (240,306) | (240,306) | |||||
Balance at Jun. 30, 2019 | $ 425 | $ 21,812 | $ 14 | 10,856,775 | (9,946) | (10,687,129) | 181,951 |
Balance, shares at Jun. 30, 2019 | 425,000 | 218,119,561 | 138,941 | ||||
Common stock issued for services | $ 369 | 102,875 | 103,244 | ||||
Common stock issued for Service, shares | 3,691,498 | ||||||
Unit offering | $ 250 | 24,750 | 25,000 | ||||
Unit offering, shares | 2,500,000 | ||||||
Foreign currency translation | 9,946 | 9,946 | |||||
Stock Option Expense | 105,761 | 105,761 | |||||
Net loss | (321,964) | (321,964) | |||||
Balance at Sep. 30, 2019 | $ 425 | $ 22,431 | $ 14 | 11,090,161 | (11,009,093) | 103,938 | |
Balance, shares at Sep. 30, 2019 | 425,000 | 224,311,059 | 138,941 | ||||
Balance at Dec. 31, 2019 | $ 425 | $ 22,554 | $ 14 | 11,338,104 | (11,604,518) | (243,421) | |
Balance, shares at Dec. 31, 2019 | 425,000 | 225,540,501 | 138,941 | ||||
Common stock issued for cash | $ 265 | 44,735 | 45,000 | ||||
Common stock issued for cash, shares | 2,647,065 | ||||||
Shares issued for exercise of warrants | $ 1,250 | 123,750 | 125,000 | ||||
Shares issued for exercise of warrants, shares | 12,500,000 | ||||||
Stock Option Expense | 96,290 | 96,290 | |||||
Incentive bonus shares issued to CEO | $ 2,000 | (720) | 1,280 | ||||
Incentive bonus shares issued to CEO, shares | 20,000,000 | ||||||
Net loss | (296,693) | (296,693) | |||||
Balance at Mar. 31, 2020 | $ 425 | $ 26,069 | $ 14 | 11,602,159 | (11,901,211) | (272,544) | |
Balance, shares at Mar. 31, 2020 | 425,000 | 260,687,566 | 138,941 | ||||
Balance at Dec. 31, 2019 | $ 425 | $ 22,554 | $ 14 | 11,338,104 | (11,604,518) | (243,421) | |
Balance, shares at Dec. 31, 2019 | 425,000 | 225,540,501 | 138,941 | ||||
Net loss | (654,200) | ||||||
Balance at Sep. 30, 2020 | $ 425 | $ 30,304 | $ 14 | 13,126,045 | (12,258,718) | 898,070 | |
Balance, shares at Sep. 30, 2020 | 425,000 | 303,035,206 | 138,941 | ||||
Balance at Mar. 31, 2020 | $ 425 | $ 26,069 | $ 14 | 11,602,159 | (11,901,211) | (272,544) | |
Balance, shares at Mar. 31, 2020 | 425,000 | 260,687,566 | 138,941 | ||||
Common stock issued for services | $ 500 | 222,000 | 222,500 | ||||
Common stock issued for Service, shares | 5,000,000 | ||||||
Common stock issued for cash | $ 2,000 | 498,000 | 500,000 | ||||
Common stock issued for cash, shares | 20,000,000 | ||||||
Stock Option Expense | 218,505 | 218,505 | |||||
Common stock issued for warrants | $ 1,000 | 99,000 | 100,000 | ||||
Common stock issued for warrants, shares | 10,000,000 | ||||||
Incentive shares issued to employees | $ 532 | 233,968 | 234,500 | ||||
Incentive shares issued to employees, shares | 5,322,602 | ||||||
Net loss | (414,042) | (414,042) | |||||
Balance at Jun. 30, 2020 | $ 425 | $ 30,101 | $ 14 | 12,873,632 | (12,315,253) | 588,919 | |
Balance, shares at Jun. 30, 2020 | 425,000 | 301,010,168 | 138,941 | ||||
Common stock issued for services | $ 175 | 28,046 | 28,221 | ||||
Common stock issued for Service, shares | 1,745,000 | ||||||
Stock Option Expense | 218,505 | 218,505 | |||||
Incentive shares issued to employees | $ 28 | 5,862 | 5,890 | ||||
Incentive shares issued to employees, shares | 280,038 | ||||||
Net loss | 56,535 | 56,535 | |||||
Balance at Sep. 30, 2020 | $ 425 | $ 30,304 | $ 14 | $ 13,126,045 | $ (12,258,718) | $ 898,070 | |
Balance, shares at Sep. 30, 2020 | 425,000 | 303,035,206 | 138,941 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows provided by operating activities: | ||
Net loss | $ (654,200) | $ (826,315) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 14,777 | 4,689 |
Loss on debt extinguishment | (2,098) | |
Shares issued for services | 250,721 | 252,127 |
Shares issued for license fee | ||
Stock based compensation Incentive bonus shares issued to CEO and employees | 241,670 | |
Stock based compensation - options | 533,300 | 105,761 |
Amortization of right-tf-use asset | 72,663 | 67,486 |
Changes in operating assets and liabilities | ||
Change in accounts receivable, net | 24,234 | 2,027 |
Change in accounts receivable - related parties | (6,062) | 23,098 |
Change in inventory | (114,482) | (71,067) |
Change in prepaid expenses and other current assets | (60,791) | (8,219) |
Change in other assets | 5,000 | |
Change in accounts payable and accrued liabilities | (138,784) | 5,050 |
Change in customer deposits and unearned revenue | (81,845) | 40,801 |
Change in operating lease liability | (72,663) | (67,486) |
Change in other liabilities | (42,442) | 92,357 |
Change in accounts payable - related parties | (127,145) | 25,756 |
Net cash used in operating activities | (158,147) | (353,935) |
Cash flows from investing activities: | ||
Purchase of vehicle and tooling | (5,500) | (96,724) |
Net cash used in investing activities | (5,500) | (96,724) |
Cash flows from financing activities: | ||
Proceeds from unit offering | 545,000 | 525,000 |
Proceeds from exercise of warrants | 225,000 | |
Proceeds from debt | 159,600 | |
Repayment of notes payable | (45,000) | |
Repayment of debt | (21,982) | |
Net cash provided by financing activities | 862,618 | 525,000 |
Net change in cash | 689,971 | 74,341 |
Cash, beginning of period | 70,620 | 78,784 |
Cash, end of period | 769,591 | 153,125 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 8,157 | 4,201 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Loan payable for purchase of vehicle | 55,841 | |
Operating lease assets and liabilities | $ 635,613 |
Company Overview
Company Overview | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Company Overview | Note 1. Company Overview Brownie’s Marine Group, Inc., a Florida corporation (hereinafter referred to as “Brownies,” the “Company,” “our” or “BWMG”), designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, scuba and water safety products through its wholly owned subsidiary Trebor Industries, Inc., a Florida corporation organized in 1981 (“Trebor”), and manufactures and sells high pressure air and industrial compressor packages (“Legacy SSA Products”) through its wholly owned subsidiary Brownie’s High Pressure Compressor Services, Inc., a Florida corporation organized in 2017 (“BHP”). In addition, in December 2017, the Company formed BLU3, Inc., a Florida corporation (“BLU3”), to develop and market innovation electric shallow dive systems (“Ultra Dive Systems”). During the first quarter of 2020 BLU3 was engaged in the development of the BLU3 Vent, a ventilator utilizing the Company’s existing BLU3 technology. When used herein, the “Company” or “BWMG” includes Brownie’s Marine Group, Inc., and our wholly-owned subsidiaries Trebor, BHP and BLU3. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2019 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our 2019 10-K for a broader discussion of our business and the risks inherent in such business. Principles of Consolidation The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP and BLU3. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and cash equivalents Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. The Company maintains its cash balance with various financial institutions. Balances in the institutions may exceed the Federal Deposit Insurance Corporation (“FDIC”) limits. As of September 30, 2020, the Company has approximately $311,000 in excess of FDIC limits. Accounts receivable Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts are estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $15,999 and $17,784 at September 30, 2020 and December 31, 2019, respectively. Inventory Inventory consists of the raw material, parts that make up the items that we manufacture, and finished goods. For the year ended December 31, 2019, The Company recorded reserves for obsolete or slow moving inventory of approximately $175,957. No additional reserve for obsolete or slowing moving inventory during the nine months ended September 30, 2020. September 30, 2020 December 31, 2019 Raw materials $ 444,911 $ 314,529 Finished goods 388,679 404,579 Inventory, net $ 833,590 $ 719,108 Revenue Recognition We account for revenues in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principal is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive. We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. Lease Accounting On January 1, 2019, we adopted ASC 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2020. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. For the nine months ended September 30, 2020 and 2019 the lease expense was approximately $98,000 and $98,000. For the nine months ended September 30, 2020 and 2019 cash paid for operating liabilities was approximately $95,000 and $92,000, respectively Supplemental balance sheet information related to leases was as follows: Operating Leases September 30, 2020 Right-of-use assets $ 472,372 Current lease liabilities $ 105,220 Non-current lease liabilities 367,152 Total lease liabilities $ 472,372 Employee Stock-Based Compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt Accounting Standards Update (“ASU”) 2016-09 and has a policy to account for forfeitures as they occur. Non-Employee Stock-Based Compensation: Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. Earnings per common share Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. For the nine months ended September 30, 2020, 175,134,884 of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, 103,812,893 of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. Anti-dilutive security September 30, 2020 September 30, 2019 Stock options 164,295,237 35,295,237 Warrants - 56,783,551 Convertible notes 10,816,327 11,710,785 Shares underlying convertible preferred stock 23,320 23,320 175,134,884 103,812,893 The stock options are exercisable at prices ranging from $.018 to $.045. The exercise price on warrants was $.01. The convertible notes are convertible at the exercise prices ranging from $.01 to $.012. Diluted earnings per share for the three months ending September 30, 2020 is calculated as follows: For the three months ended September 30, 2020 Income(loss) numerator Shares denominator Per-share amount Basic $ 56,535 301,107,923 $ 0.00 Effect of Dilutive Securities 1,603 19,861,459 0.00 Diluted $ 58,138 320,969,382 $ 0.00 Recent accounting pronouncements The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these consolidated financial statements. For the nine months ended September 30, 2020 the Company incurred a net loss of $654,200, of which $1,025,691 is non-cash stock related compensation. At September 30, 2020 the Company has an accumulated deficit of $12,258,718. Despite a working capital surplus of approximately $770,000 at September 30, 2020, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, control expenses, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions The Company sells products to three entities owned by the brother of the Mr. Robert M. Carmichael, the Company’s President and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 24.1% and 23.8% of the net revenues for the three months ended September 30, 2020 and 2019, respectively, and 20.9% and 24.7% of net revenues for the nine months ended September 30, 2020 and 2019, respectively. Accounts receivable from these entities totaled $32,353 and $44,442, respectively, at September 30, 2020 and December 31, 2019. The Company sells products to Brownie’s Global Logistics, LLC. (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Mr. Carmichael. Terms of sale are more favorable than those extended to BWMG’s regular customers, but no more favorable than those extended to Brownie’s strategic partners. Accounts receivable from the combined entities and Mr. Carmichael totaled $22,471, and $4,320 at September 30, 2020 and December 31, 2019, respectively. The Company had accounts payable to related parties of $136,399 and $263,544 at September 30, 2020 and December 31, 2019, respectively. The balance payable at September 30, 2020 and December 31, 2019 was due to BGL. The Company has Exclusive License Agreements with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. This Exclusive License Agreement provides that the Company will pay 940 A 2.5% of gross revenues per quarter as a royalty. Total royalty expense for the three months ended September 30, 2020 and September 30, 2019 was $31,804 and $14,207, respectively, and for the nine months ended September 30, 2020 and 2019 total royalty expense was $54,569 and $38,324, respectively. Effective July 29, 2019 the Company agreed to pay the members of the Company’s Board of Directors, including Mr. Carmichael, a management director, an annual fee of $18,000 for serving on the Company’s Board of Directors for the year ending December 31, 2019. As of December 31, 2019, the Company has accrued $49,500 in Board of Directors’ fees. On August 21, 2020 the Company’s Board of Directors approved the continuation of the 2019 Board compensation policy for the year ending December 31, 2020. As of September 30, 2020, the Company had accrued an additional $28,000 in Board of Directors’ fees. |
COVID-19 Pandemic
COVID-19 Pandemic | 9 Months Ended |
Sep. 30, 2020 | |
Covid-19 Pandemic | |
COVID-19 Pandemic | Note 5. COVID-19 Pandemic On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19 within the United States, federal, state and local governments throughout the country have imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness. These measures have begun to have a significant adverse impact upon many sectors of the economy, including retail commerce. In response to these measures, the “stay at home” order issued in April 2020 by the Governor of the State of Florida where our business is located, and for the protection of our employees and customers, we temporarily reduced non-essential staffing at our corporate office and altered work schedules at our manufacturing and warehouse facilities. In addition, some of our senior management and our office personnel began working remotely and maintaining full capabilities to serve our customers. Earlier, in mid-March 2020 we had taken steps to increase production to build up our finished goods inventory as well as purchasing additional raw material inventory items thereby allowing us to maintain production if supply chain interruptions were to happen. During the beginning of the second quarter of fiscal 2020 we experienced an impact on our sales to our brick and mortar customers as many of the retail dealer stores temporarily closed. In response, we ramped up our direct to consumer engagement. On May 4, 2020 the Florida “stay at home” order was lifted and the phased reopening of the State of Florida began. We have resumed all of our historic operations, and all personnel have returned to full time work at our corporate office and manufacturing and warehouse facilities. In addition, our historic attendance at boat shows and similar marketing events has been an important part of our marketing and sales strategy. As we do not expect that all of those type of events will be held in 2020 as a result of the COVID-19 pandemic, we have migrated our marketing focus to online marketing in an effort to maintain product visibility. Due to our sales and marketing efforts, the Company’s sales began to increase in the third quarter of 2020. The sales for the Third Quarter 2020 increased by 98.6% as compared to the Third Quarter 2019. While we are not able to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations, depending on the prolonged impact of the COVID-19 outbreak, the extent to which the coronavirus will impact our results and financial condition, however, will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain and treat its impacts, among others. |
Convertible Debentures and Note
Convertible Debentures and Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debentures and Notes Payable | Note 6. Convertible Debentures and Notes Payable Convertible Debentures Convertible debentures consisted of the following at September 30, 2020: Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,569 (1 ) 12/01/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 8,500 (2 ) 12/05/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 8,468 (3 ) $ 110,000 $ — $ 110,000 $ 21,537 (1) The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. The note is currently in default. (2) On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. (3) On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. Notes Payable Gonzales Note The Company issued an unsecured, non-interest-bearing note of $200,000 with Mr. Tom Gonzales on July 1, 2013. The note is payable upon demand. The Company made repayments totaling $45,000 during the nine months ending September 30, 2020. The note balance was $55,000 at September 30, 2020 and $100,000 at December 31, 2019. Hoboken Note The Company issued an unsecured, non-interest-bearing note of $10,000 with Hoboken Street Association on October 15, 2016. The note is payable upon demand. The note balance was $10,000 as of September 30, 2020 and December 31, 2019. Loan Payable Marlin Note On September 30, 2019 the Company, via its wholly owned subsidiary BLU3, executed an equipment finance agreement financed for the purchase of certain plastic molding equipment through Marlin Capital Solutions (“Marlin Capital”). The initial principal balance was $96,725 payable over 36 equal monthly installments of $3,143.80. The equipment finance agreement contains customary events of default. The loan balance was $67,790 as of September 30, 2020 Payment Amortization 2020 (three months remaining) $ 7,720 2021 32,975 2022 27,095 Total Loan Payments $ 67,790 Current portion of Loan payable (32,125 ) Non-Current Portion of Loan Payable $ 35,665 Mercedes Benz Note On August 21, 2020 the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The first payment was due on October 5, 2020. The loan balance as of September 30, 2020 was $55,841. Payment Amortization 2020 (three months remaining) $ 2,792 2021 $ 11,168 2022 $ 11,168 2023 $ 11,168 2024 $ 11,168 2025 and thereafter $ 8,377 Total note payments $ 55,841 Current portion of note payable $ (11,168 ) Non-Current Portion of notes payable $ 44,673 PPP Loan On May 12, 2020, we received an unsecured loan from Bank United in the principal amount of $159,600 (the “SBA Loan”), under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration. The intent and purpose of the PPP is to support companies, during the COVID-19 pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, we used the proceeds from this loan to primarily help maintain our payroll and cover our rent and utilities as we navigated our business through the lockdowns associated with the COVID-19 pandemic until our return to normal operations earlier in 2020. The term of the note is two years, though it may be payable sooner in connection with an event of default under the note. The SBA Loan carries a fixed interest rate of one percent per year, and a monthly payment of $8,983, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. We used the SBA Loan for qualifying expenses and have applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The loan balance as of September 30, 2020 was $159,600. Payment Amortization 2020 (three months remaining) $ 17,708 2021 106,871 2022 35,021 Total loan payments $ 159,600 Current portion of SBA Loan payable (97,761 ) Non-Current Portion of SBA Loan payable $ 61,839 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Note 7. Shareholders’ Equity Common Stock In December 2018, the Company issued 20,000,000 shares of common stock to Mr. Carmichael as an incentive bonus with a fair value of $200,000. Effective January 2, 2020, Mr. Carmichael fully met the requirements of the incentive bonus and the Company has now accounted for the shares being issued and outstanding. Stock based compensation related to this issuance for the nine months ended September 30, 2020 was $1,280. In January 2020 the Company issued 2,647,065 shares of common stock in exchange for $45,000 to an accredited investor and daughter of Mr. Charles F. Hyatt, a member of our Board of Directors. In February 2020 the Company issued 12,500,000 shares of common stock related to the exercise of common stock purchase warrants at an exercise price of $.01, for a total conversion price of $125,000. The shares were issued to Mr. Hyatt, a member of the Board of Directors. On June 9, 2020 the Company issued an aggregate of 330,636 shares of common stock to an employee for services performed in December 2019 and the first five months of 2020. The fair value of these shares was $9,520. On April 2, 2020 the Company issued 10,000,000 shares of common stock related to the exercise of common stock purchase warrant at an exercise price of $.01 per share. The Company received proceeds of $100,000 upon such exercise from Mr. Hyatt, a member of our Board of Directors. On April 10, 2020 the Company sold an aggregate of 20,000,000 shares of its common stock at a purchase price $0.025 per share to two accredited investors, including Mr. Hyatt, in a private transaction, resulting in proceeds to the Company of $500,000. On April 9, 2020, the Company issued an investor relations consultant 3,000,000 shares of common stock with a fair market value of $133,500. On April 9, 2020, the Company issued a corporate communications consultant 2,000,000 shares of its common stock with a fair market value of $89,000. On April 28, 2020, the Company issued 1,333,333 shares of its common stock as incentives to two employees. The fair value of the stock was $64,000. On May 21, 2020, the Company issued 3,658,633 shares of common stock with a fair market value of $160,980 to six individuals for compensation related to the BLU3-VENT project. Of the shares issued, Mr. Carmichael received a total 725,087 shares with a fair value of $31,904 and Mr. Blake Carmichael, CEO of BLU3 who is also Mr. Carmichael’s adult son, received a total of 849,305 shares with a fair value of $37,369. The balance of the shares were received by employees of the Company and independent contractors. In the third quarter of 2020 the Company issued 280,038 shares of its common stock to an employee for services performed from June 2020 to August 2020. The fair value of these shares was $5,890. In the third quarter of 2020 the Company issued 1,745,000 shares of its common stock to Brandywine, LLC under the consulting agreement. The fair value of these shares was $28,221. Preferred Stock During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by our Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011 the Board of Directors designated 425,000 shares of the blank check preferred stock as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together as on any matters submitted to our shareholders for a vote. As of September 30, 2020, and December 31, 2019, the 425,000 shares of Series A Convertible Preferred Stock are owned by Mr. Carmichael. Options Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 10,380,952 shares of common stock to Mr. Blake Carmichael. The options were issued pursuant to a stock option grant agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $43,575 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.10%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. Stock option expense recognized during the nine months ended September 30, 2020 was $5,362. Effective July 29, 2019 the Company issued Mr. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $87,147 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 2.01%, ii) expected life of 5 years, iii) dividend yield of 0%, iv) expected volatility of 172%. Stock option expense recognized during the nine months ended September 30, 2020 was $10,724. Effective January 6, 2020 the Company issued options to purchase up to 2,000,000 shares of common stock to Mr. Jeffrey Guzy, then a member of the Board of Directors of the Company. The options were issued pursuant to a stock option grant agreement and is exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,107 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.55%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. Stock option expense recognized during the nine months ended September 30, 2020 for this option was $40,107. Effective January 11, 2020 the Company issued options to purchase up to 2,000,000 shares of common stock to BizLaunch Advisors, LLC. The options were issued pursuant to a professional services agreement and are exercisable at $0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $40,097 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.54%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 250%. Stock option expense recognized during the nine months ended September 30, 2020 for this option was $40,097. On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael (the “Carmichael Option Agreement”). Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option (the “Carmichael Option”) to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $.045 per share, of which the right to purchase 75,000,000 shares of common stock is subject to vesting upon the achievement of the net revenue milestones set forth below (the “Net Revenue Portion of the Option”) and the right to purchase 50,000,000 shares of common stock is subject to vesting upon official notice of the listing of the Company’s common stock on The Nasdaq Stock Market, the NYSE American LLC or similar stock exchange. The Net Revenue Portion of the Option shall vest as follows: ● the right to purchase 25,000,000 shares of the Company’s common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, “Net Revenues”), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the “Net Revenue Period”); ● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and ● the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period. The Carmichael Option Agreement provides that the Carmichael Option is exercisable by Mr. Carmichael on a cashless basis. The Carmichael Option is not transferrable by Mr. Carmichael, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Carmichael Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Carmichael Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto. The fair value of the Carmichael Option on the date of the grate was $4,370,109 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .26%, ii) expected life of 1.5 years, iii) dividend yield of 0%, iv) expected volatility of 320%. The Company analyzed the likelihood that the vesting qualifications would be met, and as of September 30, 2020 deemed that there was a 10% chance that the options would vest. Therefore, stock option expense recognized during the nine months ended September 30, 2020 for this option was $437,010. A summary of the Company’s stock option as of December 31, 2019, and changes during the nine months ended September 30, 2020 is presented below: Number of Weighted Weighted Aggregate Outstanding - December 31, 2019 35,295,237 $ 0.0180 4.58 Granted 129,000,000 $ 0.0440 Forfeited - - Exercised - - Outstanding - September 30, 2020 164,295,237 $ 0.0390 2.84 Exercisable - September 30, 2020 39,295,237 $ 0.0185 3.67 $ - Warrants A summary of the Company’s warrants as of December 31, 2019, and changes during the nine months ended September 30, 2020 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Outstanding - December 31, 2019 52,608,725 $ 0.01 0.66 Granted - $ - Exercised (22,500,000 ) $ 0.01 Forfeited or expired (30,108,725 ) $ 0.0115 Outstanding - September 30, 2020 - $ - - - Exercisable - September 30, 2020 - $ - - $ - On February 25, 2020, Mr. Hyatt, a member of the Company’s Board of Directors, partially exercised a warrant for the acquisition of 12,500,000 shares at $.01 per share for proceeds to the Company of $125,000. On April 2, 2020 Mr. Hyatt purchased 10,000,000 shares related to the exercise of an outstanding common stock purchase warrant at an exercise price of $.01 per share. The Company received proceeds of $100,000 upon such exercise. On September 7, 2020 the balance of 27,500,000 in common stock purchase warrant owned by Mr. Hyatt, expired. In the first quarter of 2020 warrants to purchase 2,608,725 shares of common stock held by two investors expired. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and contingencies On August 14, 2014, the Company entered into a thirty-seven-month term lease for its initial facilities in Pompano Beach, Florida, commencing on September 1, 2014. Terms included payment of $5,367 security deposit; base rent of approximately $4,000 per month over the term of the lease plus sales tax; and payment of 10.76% of annual operating expenses (i.e. common areas maintenance), which was approximately $2,000 per month subject to periodic adjustment. On December 1, 2016, we entered into an amendment to the initial lease agreement, commencing on October 1, 2017, extending the term for an additional eighty-four months, expiring September 30, 2024. The base rent was increased to $4,626 per month with a 3% annual escalation throughout the amended term. On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 square feet adjoining its existing facility in Pompano Beach, Florida. Terms of the new lease include a sixty-nine month term commencing on January 1, 2019, or the date the Company took possession of the premises, if earlier; a $6,527 security deposit; initial base rent of approximately $4,848 per month escalating at 3% per year during the term of the lease plus Florida state sales tax and payment of 10.11% of the buildings annual operating expenses (i.e. common area maintenance) which is approximately $1,679 per month subject to adjustment as provided in the lease. The Company, Trebor and other third parties, were each named as a co-defendants under actions initially filed in March 2015 in the Circuit Court of Broward County under Case No. CACE-15-03238 and CACE -16-0000242 by the Estate of Ernesto Rodriguez, claiming wrongful death and products liability resulting in the decedent’s drowning death while using a Brownie’s Third Lung product. This claim was settled in June 2020 for $50,000, and further modified into a lump sum payment of $47,000 (88.4% of the original settlement amount) which was paid in full on August 25, 2020. On June 30, 2020, the Company entered into Amendment No. 2 to the Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The amendment set certain limits and expectations of the assistance from STS related to designing and commercializing certain diving products, and revised the royalty payments due to STS as consideration for uncompensated services. The Company is obligated to pay STS a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15% per year. The minimum royalty was temporarily increased to $60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned royalties. In addition, if the Company should terminate the agreements with STS prior to December 31, 2023, then the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $334,961 for the years 2019 through 2024. Royalty recorded in relation to this agreement totaled $13,379 and $41,306 for the three and nine months ended September 30, 2020 respectively. On April 9, 2020 the Company entered into an Investor Relations Consulting Agreement with HIR Holdings, LLC pursuant to which the Company engaged the firm to provide investor relations services. The term of the agreement is for a minimum guaranteed period of six months, and thereafter is cancellable by either party upon 30 days’ notice to the other party. As compensation the Company issued the consultant 3,000,000 shares of its common stock, valued at $133,500, and is responsible for reimbursement of certain pre-approved expenses. On April 9, 2020 the Company also entered into a Corporate Communications Consulting Agreement with Impact IR Inc. pursuant to which the Company also engaged this firm to provide investor relations services. The term of the agreement is six months. As compensation the Company issued the consultant 2,000,000 shares of its common stock valued at $89,000. On June 9, 2020 the Company entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year, and thereafter renew or cancel the agreement in writing 60 days before the final date. The Company will be billed $5,275 for June and July 2020 and $8,840 from August 2020 to July 2021. On August 1, 2020, BLU3 entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year beginning August 1, 2020, and thereafter renew or cancel the agreement in writing 60 days before the final date. Figment Design will bill BLU3 $3,500 per month as retainer and $1,500 to $2,000 for monthly ad spend. On August 1, 2020, BLU3 entered into a marketing agreement with This Way Media PTY, Ltd. The term of this agreement is for 11 months and can be cancelled with 30 days notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale. On August 10, 2020, the Company engaged Brandywine, LLC to provide certain accounting advisory and consulting services to it under the terms of a letter agreement. As compensation for the services, we agreed to pay Brandywine, LLC an hourly rate of $125.00 and issue it 10,000 shares of our common stock for each hour billed, which such shares are issuable to a designee of Brandywine, LLC in its discretion, and reimburse it for pre-approved expenses. The agreement may be terminated by either party upon 15 days’ notice, and contains customary indemnification provisions. This agreement was terminated on November 5, 2020 upon entering into an employment agreement as detailed in Note 10. In the third quarter of 2020 the Company issued 1,745,000 shares of its common stock under this consulting agreement. The fair value of these shares was $28,221. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 9. Segment Reporting The Company has three operating segments as described below: 1. Legacy SSA Products, which sells recreational hookah diving systems. 2. High Pressure Gas Systems, which sells high pressure air and industrial gas compressor packages. 3. Ultra Portable Tankless Dive Systems, which sells next generation electric surface supply air diving systems and electric shallow dive system that are battery operated and completely portable to the user. This segment also developed the technology behind the BLU Vent and was the recipient of the third party purchase order on behalf of the US Department of Defense. Three Months Ended September 30 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Total Company 2020 2019 2020 2019 2020 2019 2020 2019 Net revenues $ 1,271,668 $ 683,043 $ 78,997 $ 158,370 $ 319,994 $ - $ 1,670,659 $ 841,413 Cost of revenue (763,157 ) (555,818 ) (45,079 ) (58,560 ) (182,632 ) - (990,868 ) (614,378 ) Gross profit $ 508,511 $ 127,225 $ 33,918 $ 99,810 $ 137,362 $ - $ 679,791 $ 227,035 Depreciation $ 1,950 $ 3,563 $ - $ - $ 2,419 $ - $ 4,369 $ 3,563 Income (loss) from operations $ 135,302 $ (246,475 ) $ (35,063 ) $ 3,680 $ (41,248 ) $ (77,153 ) $ 58,991 $ (319,948 ) Nine Months Ended September 30 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Total Company 2020 2019 2020 2019 2020 2019 2020 2019 Net revenues $ 2,192,175 $ 1,762,523 $ 352,383 $ 471,063 $ 1,081,418 $ - $ 3,625,976 $ 2,233,586 Cost of revenue (1,301,939 ) (1,375,036 ) (230,366 ) (338,667 ) (814,196 ) - (2,346,501 ) (1,713,703 ) Gross profit $ 890,236 $ 387,487 $ 122,017 $ 132,396 $ 267,222 $ - $ 1,279,475 $ 519,883 Depreciation $ 5,105 $ 4,689 $ - $ - $ 9,672 $ - $ 14,777 $ 4,689 Loss from operations $ (479,387 ) $ (458,213 ) $ (37,300 ) $ (115,172 ) $ (122,767 ) $ (247,104 ) $ (639,454 ) $ (820,489 ) Total Assets $ 1,646,192 $ 1,415,903 $ 193,019 $ 176,855 $ 654,427 $ 191,872 $ 2,493,638 $ 1,784,630 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events On November 5, 2020 the Company and Christopher H. Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable shall serve as Chief Executive Officer of the Company. Previously, Mr. Constable had provided advisory services to the Company through the agreement with Brandywine LLC. In consideration for his services, Mr. Constable shall receive (i) an annual base salary of $200,000, payable in accordance with the customary payroll practices of the Company, and (ii) issuable upon execution of the Employment Agreement and on each anniversary of the date of the agreement during the term, a non-qualified immediately exercisable five-year stock option to purchase that number of shares equal to $100,000 of the value of the Company's common stock at an exercise price equal to the market price of the Common Stock on the date of issuance. Therefore, the Executive shall receive an initial stock option grant to purchase 5,434,783 shares of the Corporation’s common stock at an exercise price of $0.0184 per share pursuant to an option award agreement (the “Option Award Agreement”). In addition, Mr. Constable shall be entitled to receive four-year stock options to purchase shares of common stock at an exercise price equal to $0.0184 per share in the amounts listed below based upon the following performance milestones during the term of the Constable Employment Agreement: (i) 2,000,000 shares - if the Company's total net revenues, as reported in its statement of operations in its financial statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third party (“Net Revenues”) are in excess of $5,000,000, in the aggregate, for four consecutive fiscal quarters; (ii) 3,000,000 shares - if the Company's Net Revenues are in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters; (iii) 5,000,000 shares - if the Company's Net Revenues are in excess of $10,000,000, in the aggregate, for four consecutive fiscal quarters; and (iv) 20,000,000 shares - if the Company’s common stock is listed on the on NASDAQ or New York Stock Exchange. Mr. Constable is also entitled to participate in all benefit programs the Company offers to its executives, reimbursement for business expenses and three weeks of annual paid vacation. The agreement may be terminated for cause, upon his death or disability, or by the Company without cause. Furthermore, Mr. Constable may terminate the agreement for “good reason” as defined in the agreement. If the Company terminates the Constable Employment Agreement for cause, or if it terminates upon Mr. Constable’s death or disability, or if he voluntarily terminates the agreement, neither Mr. Constable nor his estate (as the case may be) is entitled to any severance or other benefits following the date of termination. If the Company should terminate the Constable Employment Agreement without cause or if Mr. Constable terminates for good reason, the Company is obligated to continue to pay him his base salary for a period of six months. The Constable Employment Agreement also contains customary confidentiality, non-disclosure and indemnification provisions. Pursuant to the Constable Employment Agreement, Mr. Constable also agreed to serve on the Company’s Board of Directors and the Company agreed to nominate him to serve on the Board during the term of the Constable Employment Agreement. On November 9, 2020, Mr. Jeffrey Guzy, a member of the Company’s Board of Directors resigned from the Board of Directors. Mr. Guzy’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices during his period of service as a director. Furthermore, pursuant to the Constable Employment Agreement, Mr. Carmichael resigned as Chief Executive Officer of the Company, but continues to serve as the Company’s Chairman, President and Chief Financial Officer. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The following unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2019 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our 2019 10-K for a broader discussion of our business and the risks inherent in such business. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BWMG and its wholly owned subsidiaries, Trebor, BHP and BLU3. All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and cash equivalents | Cash and cash equivalents Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. The Company maintains its cash balance with various financial institutions. Balances in the institutions may exceed the Federal Deposit Insurance Corporation (“FDIC”) limits. As of September 30, 2020, the Company has approximately $311,000 in excess of FDIC limits. |
Accounts Receivable | Accounts receivable Accounts receivable consist of amounts due from the sale of all of our products to wholesale and retail customers. The allowance for doubtful accounts are estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $15,999 and $17,784 at September 30, 2020 and December 31, 2019, respectively. |
Inventory | Inventory Inventory consists of the raw material, parts that make up the items that we manufacture, and finished goods. For the year ended December 31, 2019, The Company recorded reserves for obsolete or slow moving inventory of approximately $175,957. No additional reserve for obsolete or slowing moving inventory during the nine months ended September 30, 2020. September 30, 2020 December 31, 2019 Raw materials $ 444,911 $ 314,529 Finished goods 388,679 404,579 Inventory, net $ 833,590 $ 719,108 |
Revenue Recognition | Revenue Recognition We account for revenues in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principal is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive. We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. |
Lease Accounting | Lease Accounting On January 1, 2019, we adopted ASC 842 and all the related amendments using the modified retrospective method. We recognized the cumulative effect of initially applying the new lease standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2020. Our leases generally have terms that range from three years for equipment and five to twenty years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. For the nine months ended September 30, 2020 and 2019 the lease expense was approximately $98,000 and $98,000. For the nine months ended September 30, 2020 and 2019 cash paid for operating liabilities was approximately $95,000 and $92,000, respectively Supplemental balance sheet information related to leases was as follows: Operating Leases September 30, 2020 Right-of-use assets $ 472,372 Current lease liabilities $ 105,220 Non-current lease liabilities 367,152 Total lease liabilities $ 472,372 |
Employee Stock-Based Compensation | Employee Stock-Based Compensation: The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company has elected to adopt Accounting Standards Update (“ASU”) 2016-09 and has a policy to account for forfeitures as they occur. |
Non-Employee Stock-Based Compensation | Non-Employee Stock-Based Compensation: Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s consolidated financial statements. The Company accounts for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if the Company had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. |
Earnings Per Common Share | Earnings per common share Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. For the nine months ended September 30, 2020, 175,134,884 of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the three and nine months ended September 30, 2019, 103,812,893 of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. Anti-dilutive security September 30, 2020 September 30, 2019 Stock options 164,295,237 35,295,237 Warrants - 56,783,551 Convertible notes 10,816,327 11,710,785 Shares underlying convertible preferred stock 23,320 23,320 175,134,884 103,812,893 The stock options are exercisable at prices ranging from $.018 to $.045. The exercise price on warrants was $.01. The convertible notes are convertible at the exercise prices ranging from $.01 to $.012. Diluted earnings per share for the three months ending September 30, 2020 is calculated as follows: For the three months ended September 30, 2020 Income(loss) numerator Shares denominator Per-share amount Basic $ 56,535 301,107,923 $ 0.00 Effect of Dilutive Securities 1,603 19,861,459 0.00 Diluted $ 58,138 320,969,382 $ 0.00 |
Recent Accounting Pronouncements | Recent accounting pronouncements The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | September 30, 2020 December 31, 2019 Raw materials $ 444,911 $ 314,529 Finished goods 388,679 404,579 Inventory, net $ 833,590 $ 719,108 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Operating Leases September 30, 2020 Right-of-use assets $ 472,372 Current lease liabilities $ 105,220 Non-current lease liabilities 367,152 Total lease liabilities $ 472,372 |
Schedule of Computation of Diluted Net Loss Per Share | Anti-dilutive security September 30, 2020 September 30, 2019 Stock options 164,295,237 35,295,237 Warrants - 56,783,551 Convertible notes 10,816,327 11,710,785 Shares underlying convertible preferred stock 23,320 23,320 175,134,884 103,812,893 |
Schedule of Earnings Per Share Basic and Diluted | Diluted earnings per share for the three months ending September 30, 2020 is calculated as follows: For the three months ended September 30, 2020 Income(loss) numerator Shares denominator Per-share amount Basic $ 56,535 301,107,923 $ 0.00 Effect of Dilutive Securities 1,603 19,861,459 0.00 Diluted $ 58,138 320,969,382 $ 0.00 |
Convertible Debentures and No_2
Convertible Debentures and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Schedule of Convertible Debentures | Convertible debentures consisted of the following at September 30, 2020: Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,569 (1 ) 12/01/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 8,500 (2 ) 12/05/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 8,468 (3 ) $ 110,000 $ — $ 110,000 $ 21,537 (1) The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. The note is currently in default. (2) On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. (3) On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company’s wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. |
Schedule of Future Amortization of Loans Payable | Payment Amortization 2020 (three months remaining) $ 7,720 2021 32,975 2022 27,095 Total Loan Payments $ 67,790 Current portion of Loan payable (32,125 ) Non-Current Portion of Loan Payable $ 35,665 |
Mercedes Benz Note [Member] | |
Schedule of Future Amortization of Loans Payable | Payment Amortization 2020 (three months remaining) $ 2,792 2021 $ 11,168 2022 $ 11,168 2023 $ 11,168 2024 $ 11,168 2025 and thereafter $ 8,377 Total note payments $ 55,841 Current portion of note payable $ (11,168 ) Non-Current Portion of notes payable $ 44,673 |
PPP Loan [Member] | |
Schedule of Future Amortization of Loans Payable | Payment Amortization 2020 (three months remaining) $ 17,708 2021 106,871 2022 35,021 Total loan payments $ 159,600 Current portion of SBA Loan payable (97,761 ) Non-Current Portion of SBA Loan payable $ 61,839 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Option Activity | A summary of the Company’s stock option as of December 31, 2019, and changes during the nine months ended September 30, 2020 is presented below: Number of Weighted Weighted Aggregate Outstanding - December 31, 2019 35,295,237 $ 0.0180 4.58 Granted 129,000,000 $ 0.0440 Forfeited - - Exercised - - Outstanding - September 30, 2020 164,295,237 $ 0.0390 2.84 Exercisable - September 30, 2020 39,295,237 $ 0.0185 3.67 $ - |
Schedule of Warrants Activity | A summary of the Company’s warrants as of December 31, 2019, and changes during the nine months ended September 30, 2020 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Outstanding - December 31, 2019 52,608,725 $ 0.01 0.66 Granted - $ - Exercised (22,500,000 ) $ 0.01 Forfeited or expired (30,108,725 ) $ 0.0115 Outstanding - September 30, 2020 - $ - - - Exercisable - September 30, 2020 - $ - - $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three Months Ended September 30 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Total Company 2020 2019 2020 2019 2020 2019 2020 2019 Net revenues $ 1,271,668 $ 683,043 $ 78,997 $ 158,370 $ 319,994 $ - $ 1,670,659 $ 841,413 Cost of revenue (763,157 ) (555,818 ) (45,079 ) (58,560 ) (182,632 ) - (990,868 ) (614,378 ) Gross profit $ 508,511 $ 127,225 $ 33,918 $ 99,810 $ 137,362 $ - $ 679,791 $ 227,035 Depreciation $ 1,950 $ 3,563 $ - $ - $ 2,419 $ - $ 4,369 $ 3,563 Income (loss) from operations $ 135,302 $ (246,475 ) $ (35,063 ) $ 3,680 $ (41,248 ) $ (77,153 ) $ 58,991 $ (319,948 ) Nine Months Ended September 30 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Total Company 2020 2019 2020 2019 2020 2019 2020 2019 Net revenues $ 2,192,175 $ 1,762,523 $ 352,383 $ 471,063 $ 1,081,418 $ - $ 3,625,976 $ 2,233,586 Cost of revenue (1,301,939 ) (1,375,036 ) (230,366 ) (338,667 ) (814,196 ) - (2,346,501 ) (1,713,703 ) Gross profit $ 890,236 $ 387,487 $ 122,017 $ 132,396 $ 267,222 $ - $ 1,279,475 $ 519,883 Depreciation $ 5,105 $ 4,689 $ - $ - $ 9,672 $ - $ 14,777 $ 4,689 Loss from operations $ (479,387 ) $ (458,213 ) $ (37,300 ) $ (115,172 ) $ (122,767 ) $ (247,104 ) $ (639,454 ) $ (820,489 ) Total Assets $ 1,646,192 $ 1,415,903 $ 193,019 $ 176,855 $ 654,427 $ 191,872 $ 2,493,638 $ 1,784,630 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Feb. 29, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Fdic coverage amount | $ 311,000 | |||
Allowance for doubtful accounts | 15,999 | $ 17,784 | ||
Lease expense | 98,000 | $ 98,000 | ||
Cash paid for operating liabilities | $ 95,000 | $ 92,000 | ||
Potentially dilutive shares | 175,134,884 | 103,812,893 | ||
Exercise price on stock options, decrease | $ 0.018 | |||
Exercise price on stock options, increase | 0.045 | |||
Exercise price on warrants | 0.01 | $ .01 | ||
Exercise prices on convertible notes, decrease | 0.01 | |||
Exercise prices on convertible notes, increase | $ 0.012 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule ofInventory (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Accounting Policies [Abstract] | |||
Raw materials | $ 444,911 | $ 314,529 | |
Finished goods | 388,679 | 404,579 | |
Inventory, net | $ 833,590 | $ 719,108 | $ 719,108 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 472,372 | $ 545,035 |
Current lease liabilities | 105,220 | 98,060 |
Non-current lease liabilities | 367,152 | $ 446,975 |
Total lease liabilities | $ 472,372 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Computation of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | 175,134,884 | 103,812,893 |
Stock Options [Member] | ||
Total | 164,295,237 | 35,295,237 |
Warrants [Member] | ||
Total | 56,783,551 | |
Convertible Notes [Member] | ||
Total | 10,816,327 | 11,710,785 |
Shares Underlying Convertible Preferred Stock [Member] | ||
Total | 23,320 | 23,320 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Income(loss) numerator, Basic | $ 56,535 | |||
Income(loss) numerator, Effect of Dilutive Securities | 1,603 | |||
Income(loss) numerator, Diluted | $ 58,138 | |||
Shares denominator, Basic | 301,107,923 | |||
Shares denominator, Effect of Dilutive Securities | 19,861,459 | |||
Shares denominator, Diluted | 320,969,382 | |||
Per-share amount, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Per-share amount, Effect of Dilutive Securities | 0 | |||
Per-share amount, Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net loss | $ 56,535 | $ (414,042) | $ (296,693) | $ (321,964) | $ (240,306) | $ (264,045) | $ (654,200) | $ (826,315) | |
Non-cash stock related compensation | 1,025,691 | ||||||||
Accumulated deficit | (12,258,718) | (12,258,718) | $ (11,604,518) | ||||||
Working capital surplus | $ 770,000 | $ 770,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts receivable from related parties | $ 32,353 | $ 32,353 | $ 44,442 | ||
Accounts payable - related parties | 136,399 | 136,399 | 263,544 | ||
Total royalty expense | 13,379 | 41,306 | |||
Board of Director [Member] | |||||
Annual fees | 18,000 | ||||
Accrued fees | 28,000 | $ 28,000 | 49,500 | ||
License Agreement [Member] | |||||
Royalties percentage | 2.50% | ||||
Total royalty expense | 31,804 | $ 14,207 | $ 54,569 | $ 38,324 | |
Mr. Carmichael [Member] | |||||
Accounts receivable from related parties | $ 22,471 | $ 22,471 | $ 4,320 | ||
Sales Revenue [Member] | |||||
Concentration risk percentage | 24.10% | 23.80% | 20.90% | 24.70% |
COVID-19 Pandemic (Details Narr
COVID-19 Pandemic (Details Narrative) | 3 Months Ended |
Sep. 30, 2020 | |
Covid-19 Pandemic | |
Increased in sales and marketing efforts percentage | 98.60% |
Convertible Debentures and No_3
Convertible Debentures and Notes Payable (Details Narrative) - USD ($) | Aug. 21, 2020 | May 12, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Oct. 15, 2016 | Jul. 01, 2013 |
Repayments of notes payable | $ 45,000 | |||||||
Principal balance | 55,841 | |||||||
Loan balance | 67,790 | |||||||
SBA Loan [Member] | Paycheck Protection Program [Member] | ||||||||
Monthly installments | $ 8,983 | |||||||
Loan balance | 159,600 | |||||||
Debt instrument, term | 2 years | |||||||
Unsecured loan | $ 159,600 | |||||||
Interest rate | 1.00% | |||||||
Debt instrument, description | The SBA Loan carries a fixed interest rate of one percent per year, and a monthly payment of $8,983, with the first payment due seven months from the date of initial cash receipt. | |||||||
Hoboken Street Association [Member] | ||||||||
Notes payable | 10,000 | $ 10,000 | $ 10,000 | |||||
Marlin Capital Solutions [Member] | ||||||||
Principal balance | $ 96,725 | $ 96,725 | ||||||
Monthly installments | $ 3,144 | |||||||
Mercedes Benz [Member] | Installment Agreement [Member] | ||||||||
Principal balance | $ 55,841 | |||||||
Monthly installments | $ 931 | |||||||
Debt instrument, term | 60 months | |||||||
Debt instrument, maturity date | Oct. 5, 2020 | |||||||
Mr. Tom Gonzales [Member] | ||||||||
Notes payable | 55,000 | $ 100,000 | $ 200,000 | |||||
Repayments of notes payable | $ 45,000 |
Convertible Debentures and No_4
Convertible Debentures and Notes Payable - Schedule of Convertible Debentures (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | ||
Period End Principal Balance | $ 110,000 | ||
Period End Discount Balance | |||
Period End Balance, Net | 110,000 | $ 110,000 | |
Accrued Interest Balance | $ 21,537 | ||
Convertible Debenture One [Member] | |||
Origination Date | [1] | Aug. 31, 2011 | |
Maturity Date | [1] | Aug. 31, 2013 | |
Interest Rate | [1] | 5.00% | |
Origination Principal Balance | [1] | $ 10,000 | |
Origination Discount Balance | [1] | (4,286) | |
Period End Principal Balance | [1] | 10,000 | |
Period End Discount Balance | [1] | ||
Period End Balance, Net | [1] | 10,000 | |
Accrued Interest Balance | [1] | $ 4,569 | |
Convertible Debenture Two [Member] | |||
Origination Date | [2] | Dec. 1, 2017 | |
Maturity Date | [2] | Dec. 31, 2020 | |
Interest Rate | [2] | 6.00% | |
Origination Principal Balance | [2] | $ 50,000 | |
Origination Discount Balance | [2] | (12,500) | |
Period End Principal Balance | [2] | 50,000 | |
Period End Discount Balance | [2] | ||
Period End Balance, Net | [2] | 50,000 | |
Accrued Interest Balance | [2] | $ 8,500 | |
Convertible Debenture Three [Member] | |||
Origination Date | [3] | Dec. 5, 2017 | |
Maturity Date | [3] | Dec. 31, 2020 | |
Interest Rate | [3] | 6.00% | |
Origination Principal Balance | [3] | $ 50,000 | |
Origination Discount Balance | [3] | (12,500) | |
Period End Principal Balance | [3] | 50,000 | |
Period End Discount Balance | [3] | ||
Period End Balance, Net | [3] | 50,000 | |
Accrued Interest Balance | [3] | $ 8,468 | |
[1] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. The note is currently in default. | ||
[2] | On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. | ||
[3] | On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. |
Convertible Debentures and No_5
Convertible Debentures and Notes Payable - Schedule of Convertible Debentures (Details) (Parenthetical) | Dec. 05, 2017USD ($)$ / shares | Dec. 01, 2017USD ($)$ / shares | Sep. 30, 2020USD ($)Days | Sep. 30, 2019USD ($) | |
Principal amount | $ 55,841 | ||||
Loss on extinguishment of debt | 2,098 | ||||
Convertible Debenture One [Member] | |||||
Convertible debenture | $ 10,000 | ||||
Discount rate | 30.00% | ||||
Trading days | Days | 5 | ||||
Beneficial conversion feature | $ 4,286 | ||||
Interest rate | [1] | 5.00% | |||
Debt maturity date | [1] | Aug. 31, 2013 | |||
Convertible Debenture Two [Member] | |||||
Interest rate | [2] | 6.00% | |||
Debt maturity date | [2] | Dec. 31, 2020 | |||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | |||||
Principal amount | $ 50,000 | ||||
Interest rate | 6.00% | ||||
Debt maturity date | Dec. 1, 2018 | ||||
Maximum conversion of common stock, percentage | 9.99% | ||||
Reduction in conversion price per share | $ / shares | $ 0.01 | ||||
Loss on extinguishment of debt | $ 32,000 | ||||
Debt extended maturity date | Dec. 1, 2020 | ||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||
Debt conversion price per share | $ / shares | $ 0.02 | ||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||
Debt conversion price per share | $ / shares | $ 0.125 | ||||
Convertible Debenture Three [Member] | |||||
Interest rate | [3] | 6.00% | |||
Debt maturity date | [3] | Dec. 31, 2020 | |||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | |||||
Principal amount | $ 50,000 | ||||
Interest rate | 6.00% | ||||
Debt maturity date | Dec. 4, 2018 | ||||
Maximum conversion of common stock, percentage | 9.99% | ||||
Reduction in conversion price per share | $ / shares | $ 0.01 | ||||
Loss on extinguishment of debt | $ 99,000 | ||||
Debt extended maturity date | Dec. 31, 2020 | ||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||
Debt conversion price per share | $ / shares | $ 0.02 | ||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||
Debt conversion price per share | $ / shares | $ 0.125 | ||||
[1] | The Company borrowed $10,000 in exchange for a convertible debenture. The lender at its option may convert all or part of the note plus accrued interest into common stock at a price of 30% discount as determined from the average four highest closing bid prices over the preceding five trading days. The Company valued the beneficial conversion feature of the convertible debenture at $4,286, which was accreted to interest expense over the period of the note. The note is currently in default. | ||||
[2] | On December 1, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 1, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the maturity date of the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $32,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. | ||||
[3] | On December 5, 2017 the Company entered into a $50,000 principal amount 6% secured convertible promissory note, initially due December 4, 2018, subject to extension. The note is secured with such assets of the Company equal to the principal and accrued interest, and is guaranteed by the Company's wholly-owned subsidiaries, Trebor and BHP and the personal guarantee of Mr. Carmichael. The conversion price under the note initially ranged from $0.02 per share if converted in the first year to $0.125 per share if converted in year five. The lender may convert at any time until the note plus accrued interest is paid in full. Various other fees and penalties apply if payments or conversions are not done timely by the Company. The lender will be limited to maximum conversion of 9.99% of the outstanding common stock of the Company at any one time. In 2019, the note was extended for one additional year to December 31, 2019 with a reduction in the conversion price to $0.01 per share. The Company recorded a loss on extinguishment of debt of $99,000 upon the modification of conversion price. The maturity date was further extended to December 31, 2020. |
Convertible Debentures and No_6
Convertible Debentures and Notes Payable - Schedule of Future Amortization of Loans Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
2020 (three months remaining) | $ 7,720 | |
2021 | 32,975 | |
2022 | 27,095 | |
Total payments | 67,790 | |
Current portion of Loan payable | (141,054) | $ (29,702) |
Non-Current Portion of Loan payable | 142,177 | $ 60,070 |
Mercedes Benz Note [Member] | ||
2020 (three months remaining) | 2,792 | |
2021 | 11,168 | |
2022 | 11,168 | |
2023 | 11,168 | |
2024 | 11,168 | |
2025 and thereafter | 8,377 | |
Total payments | 55,841 | |
Current portion of Loan payable | (11,168) | |
Non-Current Portion of Loan payable | 44,673 | |
PPP Loan [Member] | ||
2020 (three months remaining) | 17,708 | |
2021 | 106,871 | |
2022 | 35,021 | |
Total payments | 159,600 | |
Current portion of Loan payable | (97,761) | |
Non-Current Portion of Loan payable | $ 61,839 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Jun. 09, 2020 | May 21, 2020 | Apr. 28, 2020 | Apr. 14, 2020 | Apr. 10, 2020 | Apr. 09, 2020 | Apr. 02, 2020 | Feb. 25, 2020 | Jan. 11, 2020 | Jan. 06, 2020 | Jul. 29, 2019 | Feb. 29, 2020 | Jan. 31, 2020 | Apr. 30, 2011 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 07, 2020 | Dec. 31, 2019 | Sep. 30, 2010 |
Number of shares issued, value | $ 500,000 | $ 45,000 | ||||||||||||||||||||||||
Stock compensation expense | $ 533,300 | $ 105,761 | ||||||||||||||||||||||||
Common stock purchase of warrant | 12,500,000 | |||||||||||||||||||||||||
Warrants exercise price per share | $ .01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||
Conversion of price | $ 125,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 28,221 | $ 222,500 | $ 103,244 | $ 56,832 | $ 92,051 | |||||||||||||||||||||
Proceeds from warrant exercises | $ 225,000 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||
Preferred stock, share designated | 425,000 | 425,000 | 425,000 | |||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 164,295,237 | 164,295,237 | 35,295,237 | |||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.0390 | $ 0.0390 | $ 0.0180 | |||||||||||||||||||||||
Share based payment arrangement stock option granted term | 2 years 10 months 3 days | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 129,000,000 | |||||||||||||||||||||||||
Options exercisable price | $ 0.0185 | $ 0.0185 | ||||||||||||||||||||||||
Jeffrey Guzy [Member] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 2,000,000 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.0229 | |||||||||||||||||||||||||
Share based payment arrangement stock option granted term | 3 years | |||||||||||||||||||||||||
Vested fair value | $ 40,107 | |||||||||||||||||||||||||
Risk free interest rate | 1.55% | |||||||||||||||||||||||||
Expected life | 1 year 6 months | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 250.00% | |||||||||||||||||||||||||
Stock option expense | $ 40,107 | |||||||||||||||||||||||||
BizLaunch Advisors, LLC [Member] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 2,000,000 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.0229 | |||||||||||||||||||||||||
Share based payment arrangement stock option granted term | 3 years | |||||||||||||||||||||||||
Vested fair value | $ 40,097 | |||||||||||||||||||||||||
Risk free interest rate | 1.54% | |||||||||||||||||||||||||
Expected life | 1 year 6 months | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 250.00% | |||||||||||||||||||||||||
Stock option expense | 40,097 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, share designated | 425,000 | |||||||||||||||||||||||||
Conversion price per share | $ 18.23 | |||||||||||||||||||||||||
Preferred stock, voting rights | Series A Convertible Preferred Stock are entitled to 250 votes for each share held. | |||||||||||||||||||||||||
Investor Relations Consulting [Member] | ||||||||||||||||||||||||||
Number of shares issued as compensation | 3,000,000 | |||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 133,500 | |||||||||||||||||||||||||
Corporate Communication Consulting [Member] | ||||||||||||||||||||||||||
Number of shares issued as compensation | 2,000,000 | |||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 89,000 | |||||||||||||||||||||||||
Carmichael Option Agreement [Member] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 125,000,000 | |||||||||||||||||||||||||
Options exercisable price | $ 0.045 | |||||||||||||||||||||||||
Options to vest shares of common stock | 75,000,000 | |||||||||||||||||||||||||
Net revenue description | The right to purchase 25,000,000 shares of the Company's common stock shall vest at such time as the Company reports cumulative consolidated net revenues, including revenues from related parties and revenues recognized by the Company arising out of any subsequent acquisitions, mergers, or other business combinations following the closing date of such transaction (the collectively, "Net Revenues"), in excess of $3,500,000 in the aggregate over four consecutive fiscal quarters commencing May 1, 2020 and ending on April 30, 2023 (the "Net Revenue Period"); the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $7,000,000 in the aggregate over four consecutive fiscal quarters during the Net Revenue Period; and the right to purchase an additional 25,000,000 shares of common stock shall vest at such time as the Company reports cumulative Net Revenues in excess of $10,500,000 in the aggregate over four consecutive quarters during the Net Revenue Period. | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Common stock purchase of warrant | 10,000,000 | |||||||||||||||||||||||||
Warrants exercise price per share | $ .01 | |||||||||||||||||||||||||
Proceeds from warrant exercises | $ 100,000 | |||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||
Number of shares exchange | 2,647,065 | |||||||||||||||||||||||||
Number of shares exchange value | $ 45,000 | |||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||
Common stock issued for services, shares | 330,636 | |||||||||||||||||||||||||
Common stock issued for services | $ 9,520 | |||||||||||||||||||||||||
Two Accredited Investor [Member] | ||||||||||||||||||||||||||
Sale of common stock, shares | 20,000,000 | |||||||||||||||||||||||||
Purchase price of stock | $ 0.025 | |||||||||||||||||||||||||
Proceeds from common stock | $ 500,000 | |||||||||||||||||||||||||
Two Employees [Member] | ||||||||||||||||||||||||||
Common stock issued for services, shares | 1,333,333 | |||||||||||||||||||||||||
Common stock issued for services | $ 64,000 | |||||||||||||||||||||||||
Six Individuals [Member] | ||||||||||||||||||||||||||
Number of shares issued as compensation | 3,658,633 | |||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 160,980 | |||||||||||||||||||||||||
Robert M. Carmichael [Member] | ||||||||||||||||||||||||||
Number of shares issued as compensation | 725,087 | |||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 31,904 | |||||||||||||||||||||||||
Blake Carmichael [Member] | ||||||||||||||||||||||||||
Number of shares issued as compensation | 849,305 | |||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 37,369 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 10,380,952 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | |||||||||||||||||||||||||
Share based payment arrangement stock option granted term | 5 years | |||||||||||||||||||||||||
Vested fair value | $ 43,575 | |||||||||||||||||||||||||
Risk free interest rate | 2.10% | |||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 172.00% | |||||||||||||||||||||||||
Stock option expense | $ 5,362 | |||||||||||||||||||||||||
Brandywine LLC [Member] | ||||||||||||||||||||||||||
Number of shares issued, shares | 1,745,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 28,221 | |||||||||||||||||||||||||
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, share designated | 425,000 | 425,000 | 425,000 | |||||||||||||||||||||||
Mr. Carmichael [Member] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 20,761,904 | |||||||||||||||||||||||||
Share based payment arrangement stock options exercisable | $ 0.018 | |||||||||||||||||||||||||
Share based payment arrangement stock option granted term | 5 years | |||||||||||||||||||||||||
Vested fair value | $ 87,147 | |||||||||||||||||||||||||
Risk free interest rate | 2.01% | |||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 172.00% | |||||||||||||||||||||||||
Stock option expense | $ 10,724 | |||||||||||||||||||||||||
Mr. Hyatt [Member] | ||||||||||||||||||||||||||
Common stock purchase of warrant | 10,000,000 | 27,500,000 | ||||||||||||||||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||||||||||||||||||
Proceeds from warrant exercises | $ 100,000 | |||||||||||||||||||||||||
Shares issued during acquisition | 12,500,000 | |||||||||||||||||||||||||
Share issued per share | $ .01 | |||||||||||||||||||||||||
Proceeds from acquisition | $ 125,000 | |||||||||||||||||||||||||
Two Investors [Member] | ||||||||||||||||||||||||||
Common stock purchase of warrant | 2,608,725 | |||||||||||||||||||||||||
From June, 2020 to August, 2020 [Member] | Employee [Member] | ||||||||||||||||||||||||||
Common stock issued for services, shares | 280,038 | |||||||||||||||||||||||||
Common stock issued for services | $ 5,890 | |||||||||||||||||||||||||
Net Revenue Portion of the Option [Member] | Carmichael Option Agreement [Member] | ||||||||||||||||||||||||||
Options to vest shares of common stock | 50,000,000 | |||||||||||||||||||||||||
Net Revenue Portion of the Option One [Member] | Carmichael Option Agreement [Member] | ||||||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value | $ 3,500,000 | |||||||||||||||||||||||||
Net Revenue Portion of the Option Two [Member] | Carmichael Option Agreement [Member] | ||||||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value | $ 7,000,000 | |||||||||||||||||||||||||
Net Revenue Portion of the Option Three [Member] | Carmichael Option Agreement [Member] | ||||||||||||||||||||||||||
Options to vest shares of common stock | 25,000,000 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross, value | $ 10,500,000 | |||||||||||||||||||||||||
Carmichael Option [Member] | ||||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 4,370,109 | 4,370,109 | ||||||||||||||||||||||||
Risk free interest rate | 26.00% | |||||||||||||||||||||||||
Expected life | 1 year 6 months | |||||||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||||||
Expected volatility | 320.00% | |||||||||||||||||||||||||
Stock option expense | $ 437,010 | |||||||||||||||||||||||||
Vesting rights percentage | 10.00% | |||||||||||||||||||||||||
Mr. Robert M. Carmichael [Member] | Incentive Bonus [Member] | ||||||||||||||||||||||||||
Number of shares issued, shares | 20,000,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 200,000 | |||||||||||||||||||||||||
Stock compensation expense | $ 1,280 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Option Activity (Details) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Options, Options Outstanding, Beginning balance | shares | 35,295,237 |
Number of Options, Granted | shares | 129,000,000 |
Number of Options, Forfeited | shares | |
Number of Options, Exercised | shares | |
Number of Options, Options Outstanding, Ending balance | shares | 164,295,237 |
Number of Options, Options Exercisable | shares | 39,295,237 |
Weighted Average Exercise Price, Options Outstanding, Beginning balance | $ / shares | $ 0.0180 |
Weighted Average Exercise Price, Granted | $ / shares | 0.0440 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Options Outstanding, Ending balance | $ / shares | 0.0390 |
Weighted Average Exercise Price, Options Exercisable | $ / shares | $ 0.0185 |
Weighted Average Remaining Contractual Life in Years, Outstanding, Beginning balance | 4 years 6 months 29 days |
Weighted Average Remaining Contractual Life in Years, Outstanding, Ending balance | 2 years 10 months 3 days |
Weighted Average Remaining Contractual Life in Years, Exercisable | 3 years 8 months 2 days |
Aggregate Intrinsic Value, Exercisable | $ |
Shareholders' Equity - Schedu_2
Shareholders' Equity - Schedule of Warrants Activity (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants, Outstanding, Beginning balance | shares | 52,608,725 |
Number of Warrants, Granted | shares | |
Number of Warrants, Exercised | shares | (22,500,000) |
Number of Warrants, Forfeited or expired | shares | (30,108,725) |
Number of Warrants, Outstanding, Beginning balance | shares | |
Number of Warrants, Exercisable | shares | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.01 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.01 |
Weighted Average Exercise Price, Forfeited or expired | $ / shares | 0.0115 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | |
Weighted Average Exercise Price, exercisable | $ / shares | |
Weighted Average Remaining Contractual Life in Years, Outstanding, Beginning balance | 7 months 28 days |
Weighted Average Remaining Contractual Life in Years, Outstanding, Ending balance | 0 years |
Weighted Average Remaining Contractual Life in Years, Exercisable | 0 years |
Aggregate Intrinsic Value, Exercisable | $ |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Aug. 25, 2020USD ($) | Aug. 10, 2020USD ($)shares | Aug. 01, 2020USD ($) | Jun. 09, 2020USD ($) | Apr. 09, 2020USD ($)shares | Nov. 11, 2018USD ($)ft² | Dec. 01, 2016USD ($) | Aug. 14, 2014USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) |
Lease term | 69 months | 84 months | 37 months | |||||||||||
Payment of security deposit | $ 5,367 | |||||||||||||
Operating leases, rent expense, minimum rentals | $ 4,848 | $ 4,626 | $ 4,000 | |||||||||||
Percentage of annual operating expenses | 10.11% | 10.76% | ||||||||||||
Operating leases, rent expense | $ 1,679 | $ 2,000 | ||||||||||||
Operating lease expiration date | Sep. 30, 2024 | |||||||||||||
Rent increased percentage | 3.00% | 3.00% | ||||||||||||
Area of land | ft² | 8,025 | |||||||||||||
Security deposit | $ 6,527 | |||||||||||||
Settled claim | $ 50,000 | |||||||||||||
Lump sum payment | $ 47,000 | |||||||||||||
Lump sum payment percentage | 88.40% | |||||||||||||
Number of shares issued, value | $ 500,000 | $ 45,000 | ||||||||||||
June and July 2020 [Member] | ||||||||||||||
Billed amount | $ 5,275 | |||||||||||||
August 2020 to July 2021 [Member] | ||||||||||||||
Billed amount | $ 8,840 | |||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | ||||||||||||||
Minimum royalty | $ 15,000 | $ 60,000 | ||||||||||||
Debt instrument, interest rate | 2.15% | |||||||||||||
Payments for royalty | $ 13,379 | $ 41,306 | ||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2022 [Member] | ||||||||||||||
Increases in minimum royalty | $ 60,000 | |||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2023 [Member] | ||||||||||||||
Increases in minimum royalty | 60,000 | |||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2024 [Member] | ||||||||||||||
Increases in minimum royalty | 60,000 | |||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member] | ||||||||||||||
Obligation to pay royalty | 180,000 | |||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member] | ||||||||||||||
Obligation to pay royalty | $ 334,961 | |||||||||||||
Investor Relations Consulting Agreement [Member] | HIR Holdings, LLC [Member] | ||||||||||||||
Number of shares issued as compensation | shares | 3,000,000 | |||||||||||||
Number of shares issued as compensation, value | $ 133,500 | |||||||||||||
Corporate Communication Consulting Agreement [Member] | Impact IR Inc [Member] | ||||||||||||||
Number of shares issued as compensation | shares | 2,000,000 | |||||||||||||
Number of shares issued as compensation, value | $ 89,000 | |||||||||||||
Advertising and Marketing Agreement [Member] | Figment Design [Member] | ||||||||||||||
Agreement term | 1 year | |||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Monthly Ad spend [Member] | Minimum [Member] | ||||||||||||||
Billed amount | $ 1,500 | |||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Monthly Ad spend [Member] | Maximum [Member] | ||||||||||||||
Billed amount | 2,000 | |||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Per Month [Member] | ||||||||||||||
Billed amount | $ 3,500 | |||||||||||||
Marketing Agreement [Member] | BLU3 [Member] | ||||||||||||||
Agreement description | The term of this agreement is for 11 months and can be cancelled with 30 days notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale. | |||||||||||||
Terms of a Letter Agreement [Member] | Brandywine LLC [Member] | ||||||||||||||
Monthly board fee | $ 125 | |||||||||||||
Number of shares issued, shares | shares | 10,000 | |||||||||||||
Consulting Agreement [Member] | ||||||||||||||
Number of shares issued, shares | shares | 1,745,000 | |||||||||||||
Number of shares issued, value | $ 28,221 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 9 Months Ended |
Sep. 30, 2020Integer | |
Segment Reporting [Abstract] | |
Number of segnebts | 3 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Net revenues | $ 1,670,659 | $ 841,413 | $ 3,625,976 | $ 2,233,586 | |
Cost of revenue | (990,868) | (614,378) | (2,346,501) | (1,713,703) | |
Gross profit | 679,791 | 227,035 | 1,279,475 | 519,883 | |
Depreciation | 4,369 | 3,563 | 14,777 | 4,689 | |
Income (Loss) from operations | 58,991 | (319,948) | (639,454) | (820,489) | |
Total Assets | 2,493,638 | 1,784,630 | 2,493,638 | 1,784,630 | $ 1,666,565 |
Legacy SSA Products [Member] | |||||
Net revenues | 1,271,668 | 683,043 | 2,192,175 | 1,762,523 | |
Cost of revenue | (763,157) | (555,818) | (1,301,939) | (1,375,036) | |
Gross profit | 508,511 | 127,225 | 890,236 | 387,487 | |
Depreciation | 1,950 | 3,563 | 5,105 | 4,689 | |
Income (Loss) from operations | 135,302 | (246,475) | (479,387) | (458,213) | |
Total Assets | 1,646,192 | 1,415,903 | 1,646,192 | 1,415,903 | |
High Pressure Gas Systems [Member] | |||||
Net revenues | 78,997 | 158,370 | 352,383 | 471,063 | |
Cost of revenue | (45,079) | (58,560) | (230,366) | (338,667) | |
Gross profit | 33,918 | 99,810 | 122,017 | 132,396 | |
Depreciation | |||||
Income (Loss) from operations | (35,063) | 3,680 | (37,300) | (115,172) | |
Total Assets | 193,019 | 176,855 | 193,019 | 176,855 | |
Ultra Portable Tankless Dive Systems [Member] | |||||
Net revenues | 319,994 | 1,081,418 | |||
Cost of revenue | (182,632) | (814,196) | |||
Gross profit | 137,362 | 267,222 | |||
Depreciation | 2,419 | 9,672 | |||
Income (Loss) from operations | (41,248) | (77,153) | (122,767) | (247,104) | |
Total Assets | $ 654,427 | $ 191,872 | $ 654,427 | $ 191,872 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 05, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 |
Number of shares issued value | $ 500,000 | $ 45,000 | ||
Option to purchase common shares | 129,000,000 | |||
Subsequent Event [Member] | Employment Agreement [Member] | Year One [Member] | ||||
Option to purchase common shares | 2,000,000 | |||
Milestone description | 2,000,000 shares - if the Company's total net revenues, as reported in its statement of operations in its financial statements in its filings with the SEC, including as a result of a stock or asset acquisition of a third party ("Net Revenues") are in excess of $5,000,000, in the aggregate, for four consecutive fiscal quarters; | |||
Subsequent Event [Member] | Employment Agreement [Member] | Year Two [Member] | ||||
Option to purchase common shares | 3,000,000 | |||
Milestone description | 3,000,000 shares - If the Company's Net Revenues are in excess of $7,500,000, in the aggregate, for four consecutive fiscal quarters | |||
Subsequent Event [Member] | Employment Agreement [Member] | Year Three [Member] | ||||
Option to purchase common shares | 5,000,000 | |||
Milestone description | 5,000,000 shares - If the Company's Net Revenues are in excess of $10,000,000, in the aggregate, for four consecutive fiscal quarters; | |||
Subsequent Event [Member] | Employment Agreement [Member] | Year Four [Member] | ||||
Option to purchase common shares | 20,000,000 | |||
Milestone description | 20,000,000 shares - If the Common Stock is listed on the on NASDAQ, New York Stock Exchange or American Stock Exchange. | |||
Subsequent Event [Member] | Employment Agreement [Member] | CEO and Director [Member] | ||||
Annual base salary | $ 200,000 | |||
Option to purchase term | 5 years | |||
Number of shares issued value | $ 100,000 | |||
Subsequent Event [Member] | Employment Agreement [Member] | Constable [Member] | ||||
Option to purchase term | 4 years | |||
Subsequent Event [Member] | Option Award Agreement [Member] | CEO and Director [Member] | ||||
Option to purchase common shares | 5,434,783 | |||
Exercise price, per share | $ 0.0184 |