Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-99393 | |
Entity Registrant Name | BROWNIE’S MARINE GROUP, INC. | |
Entity Central Index Key | 0001166708 | |
Entity Tax Identification Number | 90-0226181 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 3001 NW 25th | |
Entity Address, Address Line Two | Avenue | |
Entity Address, Address Line Three | Suite 1 | |
Entity Address, City or Town | Pompano Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33069 | |
City Area Code | (954) | |
Local Phone Number | 462-5570 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 408,880,065 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 604,274 | $ 643,143 |
Accounts receivable - net | 191,438 | 123,270 |
Accounts receivable - related parties | 77,140 | 77,301 |
Inventory, net | 2,029,192 | 1,895,260 |
Prepaid expenses and other current assets | 395,387 | 227,458 |
Total current assets | 3,297,431 | 2,966,432 |
Property, equipment and leasehold improvements, net | 257,215 | 270,065 |
Operating Lease Assets | 397,208 | 454,475 |
Intangible Assets, Net | 700,780 | 718,905 |
Goodwill | 249,986 | 249,986 |
Other assets | 17,831 | 14,098 |
Total assets | 4,920,451 | 4,673,961 |
Current liabilities | ||
Accounts payable and accrued liabilities | 871,079 | 744,383 |
Accounts payable - related parties | 18,032 | 37,267 |
Customer deposits and unearned revenue | 248,433 | 143,938 |
Other liabilities | 201,580 | 187,924 |
Operating lease liabilities | 208,623 | 232,283 |
Current maturities long term debt | 46,867 | 50,402 |
Total current liabilities | 1,594,614 | 1,396,197 |
Long term debt, net of current | 80,843 | 87,956 |
Long term convertible debentures, net | 340,176 | 339,254 |
Operating lease liabilities, net of current | 189,134 | 222,899 |
Total liabilities | 2,204,767 | 2,046,306 |
Commitments and contingent liabilities (see note 9) | ||
Stockholders’ equity | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of March 31, 2022 and December 31, 2021 | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 405,656,793 and 393,850,475 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. | 40,566 | 39,386 |
Common stock payable; 138,941 shares and 138,941 shares, as of March 31, 2022 and December 31, 2021, respectively | 14 | 14 |
Additional paid-in capital | 17,661,788 | 17,132,434 |
Accumulated deficit | (14,988,696) | (14,544,604) |
Accumulated other comprehensive income | 1,587 | |
Total stockholders’ equity | 2,715,684 | 2,627,655 |
Total liabilities and stockholders’ equity | $ 4,920,451 | $ 4,673,961 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 425,000 | 425,000 |
Preferred Stock, Shares Outstanding | 425,000 | 425,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 405,656,793 | 393,850,475 |
Common Stock, Shares, Outstanding | 405,656,793 | 393,850,475 |
Common Stock Payable | 138,941 | 138,941 |
Condensed Consolidated Income S
Condensed Consolidated Income Statement (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net revenues | ||
Net revenues | $ 1,701,564 | $ 746,353 |
Net revenues - related parties | 273,405 | 204,416 |
Total net revenues | 1,974,969 | 950,769 |
Cost of net revenues | ||
Cost of net revenues | 1,121,638 | 509,069 |
Cost of net revenues - related parties | 121,174 | 105,431 |
Royalties expense - related parties | 12,789 | 11,593 |
Royalties expense | 43,608 | 13,704 |
Total cost of revenues | 1,299,209 | 639,797 |
Gross profit | 675,760 | 310,972 |
Operating expenses | ||
Selling, general and administrative | 1,105,739 | 737,035 |
Research and development costs | 3,920 | 21,107 |
Total operating expenses | 1,109,659 | 758,142 |
Loss from operations | (433,899) | (447,170) |
Other income (expense), net | ||
Gain on settlement of debt | 10,000 | |
Interest expense | (10,193) | (3,811) |
Total other income (expense), net | (10,193) | 6,189 |
Loss before provision for income taxes | (444,092) | (440,981) |
Provision for income taxes | ||
Net loss | (444,092) | (440,981) |
Other Comprehensive Income | ||
Unrealized gain on foreign currency contract | 1,587 | |
Total Other Comprehensive income | 1,587 | |
Comprehensive loss | $ (442,505) | $ (440,981) |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 401,483,605 | 309,236,042 |
Diluted weighted average common shares outstanding | 401,483,605 | 309,236,042 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 425 | $ 30,620 | $ 14 | $ 13,508,882 | $ (12,956,137) | $ 583,804 | |
Balance, shares at Dec. 31, 2020 | 425,000 | 306,185,206 | 138,941 | ||||
Shares issued for services | $ 312 | 124,688 | 125,000 | ||||
Shares issued for services, shares | 3,116,279 | ||||||
Stock Option Expense | 218,505 | 218,505 | |||||
Net Loss | (440,981) | (440,981) | |||||
Other Comprehensive Income | |||||||
Shares issued for cash | $ 2,750 | 272,250 | 275,000 | ||||
Shares issued for cash, shares | 27,500,000 | ||||||
Shares issued for conversion of convertible debentures and accrued interest | $ 42 | 14,735 | 14,777 | ||||
Shares issued for conversion of convertible debentures and accrued interest, shares | 422,209 | ||||||
Balance at Mar. 31, 2021 | $ 425 | $ 33,724 | $ 14 | 14,139,060 | (13,397,118) | 776,105 | |
Balance, shares at Mar. 31, 2021 | 425,000 | 337,223,694 | 138,941 | ||||
Balance at Dec. 31, 2020 | $ 425 | $ 30,620 | $ 14 | 13,508,882 | (12,956,137) | 583,804 | |
Balance, shares at Dec. 31, 2020 | 425,000 | 306,185,206 | 138,941 | ||||
Balance at Dec. 31, 2021 | $ 425 | $ 39,386 | $ 14 | 17,132,434 | (14,544,604) | 2,627,655 | |
Balance, shares at Dec. 31, 2021 | 425,000 | 393,850,475 | 138,941 | ||||
Shares issued for exercise of warrants | $ 1,060 | 263,940 | $ 265,000 | ||||
Shares issued for exercise of warrants, shares | 10,600,000 | ||||||
Shares issued for services | $ 120 | 35,380 | $ 35,500 | ||||
Shares issued for services, shares | 1,206,318 | ||||||
Stock Option Expense | 230,034 | 230,034 | |||||
Net Loss | (444,092) | (444,092) | |||||
Other Comprehensive Income | 1,587 | 1,587 | |||||
Balance at Mar. 31, 2022 | $ 425 | $ 40,566 | $ 14 | $ 17,661,788 | $ 1,587 | $ (14,988,696) | $ 2,715,684 |
Balance, shares at Mar. 31, 2022 | 425,000 | 405,656,793 | 138,941 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows used in operating activities: | ||
Net loss | $ (444,092) | $ (440,981) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 33,859 | 6,230 |
Amortization of debt discount | 922 | |
Amortization of right-of-use asset | 57,267 | 23,867 |
Shares issued for services | 35,500 | 125,000 |
Reserve (recovery) for bad debt | 1,101 | |
Stock Based Compensation - Options | 230,034 | 218,505 |
Gain on Settlement of Debt | (10,000) | |
Reserve for slow moving inventory | 4,528 | |
Changes in operating assets and liabilities | ||
Change in accounts receivable, net | (68,168) | (19,874) |
Change in accounts receivable – related parties | 161 | 5,915 |
Change in inventory | (138,460) | (94,225) |
Change in prepaid expenses and other current assets | (166,342) | (133,709) |
Change in other assets | (3,733) | 1,501 |
Change in accounts payable and accrued liabilities | 126,696 | 44,948 |
Change in customer deposits and unearned revenue | 104,495 | 19,280 |
Change in long term lease liability | (57,425) | (23,867) |
Change in other liabilities | 13,656 | 36,200 |
Change in accounts payable - related parties | (19,235) | (11,346) |
Net cash used in operating activities | (290,337) | (251,455) |
Cash flows used in investing activities: | ||
Purchase of fixed assets | (2,884) | |
Net cash used in investing activities | (2,884) | |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 275,000 | |
Proceeds from exercise of Warrants | 265,000 | |
Repayment on notes payable | (15,000) | |
Repayment of debt | (10,648) | (9,832) |
Net cash provided by financing activities | 254,352 | 250,168 |
Net change in cash | (38,869) | (1,287) |
Cash, beginning balance | 643,143 | 345,187 |
Cash, end of period | 604,274 | 343,900 |
Supplemental disclosures of cash flow information: | ||
Cash Paid for Interest | 3,454 | 7,088 |
Cash Paid for Income Taxes |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Company Overview | Note 1. Company Overview Brownie’s Marine Group, Inc. (the “Company”)(1) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), (2) manufactures and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary, Brownie’s High Pressure Compressor Services, Inc., a Florida corporation incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and (3) develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company. Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world. On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI was established to enter into a guided tour business model that will utilize the technology developed by BLU3 to provide new users and interested divers a guided tour experience. There was no activity in this subsidiary for the three months ended March 31, 2022. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 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 Annual Report on Form 10-K for the year ended December 31, 2021 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 the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per EIN. At March 31, 2022 and December 31, 2021, the Company had approximately $ 118,292 and $ 205,500 , respectively in excess of the FDIC insured limit. Foreign Currency Forward Contracts We use foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies, manage exchange rate volatility in the translation of foreign earnings, and reduce exposures to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies. The foreign currency forward hedging contracts outstanding as of March 31, 2022 have settlement dates within 6 months. The spot rate components of these foreign currency forward contracts are designated as cash flow hedges and any unrealized gains or losses are reported in other comprehensive income and reclassified to the Consolidated Statement of Income in the same periods during which the underlying hedged transactions affect earnings. If a hedging relationship is terminated with respect to a foreign currency forward contract, accumulated gains or losses associated with the contract remain in OCI until the hedged forecasted transaction occurs and are reclassified to operations in the same periods during which the underlying hedged transactions affect earnings. Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021: Notional Amount Foreign Currency March 31, 2022 (unaudited) December 31, 2021 Euro $ 223,970 Total $ 223,970 $ - 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 is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $ 46,555 and $ 46,555 at March 31, 2022 and December 31, 2021, respectively. Inventory Inventory consists of the following: Schedule of Inventory March 31, 2022 December 31, In-Transit inventory $ 8,300 $ 130,000 Raw materials 1,029,901 1,144,190 Work in process 95,334 99,958 Finished goods 895,657 521,212 Inventory, net $ 2,029,192 $ 1,895,260 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 principle 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 We account for leases in accordance with ASC 842, “Leases”. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. 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 March 31, 2022. 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 three months ended March 31, 2022 the lease expenses were approximately $ 64,200 , and approximately $ 32,800 for the three months ended March 31, 2022 and 2021, respectively. Cash paid for operating liabilities for the three months ended March 31, 2022 was approximately $ 64,400 and $ 32,700 for the three months ended March 31, 2021. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases March 31, 2022 (unaudited) Right-of-use assets $ 397,208 Current lease liabilities $ 208,623 Non-current lease liabilities 189,134 Total lease liabilities $ 397,757 Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee and non-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 and non-employee are required to provide service in exchange for the award, usually the vesting period. Loss 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. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At March 31, 2022 and March 31, 2021, 244,052,947 and 209,753,340 , respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock. Recent accounting pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022, the Company incurred a net loss of $ 444,092 of which $ 265,534 is non-cash stock related compensation and shares issued for service. At March 31, 2022, the Company had an accumulated deficit of $ 14,988,696 . Despite a working capital surplus of approximately $ 1,702,817 at March 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions The Company sells products to Brownies Southport Divers, Brownies Yacht Toys and Brownies Palm Beach Divers, companies owned by the brother of Robert 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 13.8 % and 21.2 % of the net revenues for the three months ended March 31, 2022 and March 31, 2021, respectively. Accounts receivable from these entities totaled $ 75,066 and $ 75,792 , at March 31, 2022 and December 31, 2021, respectively. The Company sells products to BGL and 940 A, entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totaled $ 2,074 1,509 The Company had accounts payable to related parties of $ 18,032 and $ 37,267 at March 31, 2022 and December 31, 2021, respectively. The balance payable at March 31, 2022 is comprised of $ 5,000 due to Robert Carmichael, and $ 13,032 to BGL. At December 31, 2021 this account was comprised of $ 5,000 due to Robert Carmichael, and $ 32,267 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 agreements. The agreements provide that the Company pay 940 A 2.5 % of gross revenues per quarter as a royalty. Total royalty expense for the three months ended March 31, 2022 and 2021 were $ 12,789 and $ 11,593 , respectively. The accrued royalty for March 31, 2022 was approximately $ 7,700 On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 0.025 250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $ 0.025 per share in consideration of $ 15,000 . |
Convertible Promissory Notes an
Convertible Promissory Notes and Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Notes Payable | Note 5. Convertible Promissory Notes and Notes Payable Convertible Promissory Notes Convertible promissory notes consisted of the following at March 31, 2022: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 12/01/17 12/31/21 6 % 50,000 (12,500 ) - - - - (1 ) 12/05/17 12/31/21 6 % 50,000 (12,500 ) - (2 ) 9/03/21 9/03/24 8 % 346,500 (12,355 ) 346,500 (9,727 ) 336,773 16,170 (3 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (97 ) 3,403 140 (4 ) $ 350,000 $ (9,824 ) $ 340,176 $ 16,310 (1) On December 1, 2017, the Company issued a 6 50,000 December 1, 2018 The conversion price of 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 noteholder may convert the note 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 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. On June 10, 2021, the note and accrued interest of $ 10,554 were converted by the holder into 6,055,358 shares of common stock in accordance with the terms of the note. (2) On December 5, 2017, the Company entered into a 6% 50,000 December 4, 2018 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 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. On August 18, 2021, this note and accrued interest of $ 11,145 were converted by the holder into 6,114,516 shares of common stock in accordance with the terms of the note (3) On September 3, 2021, the Company issued a three-year 8% 346,550 50% 0.051272 0.051272 12,355 (4) On September 3, 2021, the Company issued a three-year 8% 3,500 50% 0.051272 0.051272 125 Loan Payable Marlin Note On September 30, 2019 the Company, through its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Marlin Capital Solutions. The initial principal balance was $ 96,725 36 3,144 21,256 Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) 21,256 2023 - 2024 - 2025 - 2025 and thereafter - 2026 - Total Loan Payments $ 21,256 Current portion of Loan payable (21,256 ) Non-Current Portion of Loan Payable $ - 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 was for $ 55,841 60 931 39,399 Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) $ 8,379 2023 $ 11,168 2024 $ 11,168 2025 and thereafter $ 8,684 Total note payments $ 39,399 Current portion of note payable $ (11,168 ) Non-Current Portion of notes payable $ 28,231 Navitas Note On May 19, 2021 the Company, through its wholly owned subsidiary BLU3, executed an equipment finance agreement for the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 79,309 60 1,611 Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) 10,873 2023 15,342 2024 16,629 2025 18,204 2026 6,007 Total Note Payments $ 67,055 Current portion of Note payable (14,443 ) Non-Current Portion of Note Payable $ 52,612 Alliance Lease On January 19, 2022, SSI entered into a capital lease with Alliance Funding Group (“lessor”) to secure a new piece of essential equipment for its operations. The lease has a 36 month term with a monthly payment of $ 3,522 . At the end of the lease SSI has the option to purchase the equipment for $ 3,522 108,675 The vendor has determined that they are unable to supply the equipment, and the purchase order for this equipment was cancelled in May, 2022. The lessor initially funded fifty percent of the purchase price or approximately $ 54,000 directly to the vendor which the vendor has committed to return once properly instructed by the lessor. For the three months ending March 31, 2022, the Company made payments against this lease totaling approximately $ 8,600 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 6. Business Combination Merger with Submersible Systems, Inc. On September 3, 2020, the Company completed its merger with SSI. Under the terms of the Merger Agreement, the Company paid $ 1.79 million, consisting of the issuance of 27,305,442 shares of its common stock (valued at $ 1.4 million) and the issuance of 8 % unsecured convertible promissory notes in the aggregate principal amount of $ 350,000 in exchange for all of the equity of SSI. The 27,305,442 shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the following: Summary of Holding Period and Shares Eligible To Sold Holding Period Percentage of shares 6 Up to 12.5 9 Up to 25.0 24 Up to 75.0 36 Up to 100.0 The leak-out restriction may be waived by the Company, upon written request by a Seller, if the Company’s common stock is trading on the NYSE American or Nasdaq, and has a rolling 30-day average trading volume of 50,000 provided, however The transaction costs associated with the Merger were $ 65,000 40,000 1,190,476 55,952 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including an amount for goodwill: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Common stock, 27,305,442 $ 1,449,919 8% unsecured, convertible promissory note payable to seller 350,000 Total purchase price $ 1,799,919 Tangible assets acquired $ 1,101,604 Liabilities assumed (294,671 ) Net tangible assets acquired 806,933 Identified Intangible Assets Customer relationships $ 600,000 Trademarks 121,000 Non-compete agreements 22,000 Total intangible assets 743,000 Goodwill $ 249,986 Total purchase price $ 1,799,919 The value of the stock was calculated based on the volume weighted average price (“VWAP”) of a share of the Company’s common stock on the OTC Markets for (i) 180 days prior to the date of the parties’ execution and delivery of the binding term sheet for the Merger or (ii) 180 days prior to the closing date of the Merger, whichever results in a lower VWAP which resulted in a conversion price of $ 0.051271831 27,305,442 1,449,919 Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes. As of March 31, 2022, the Company recorded an estimated fair value of the intangible assets and goodwill of $ 992,986 Pro Forma Information The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2021. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Business Acquisition, Pro Forma Information Three months ended March 31, 2021 Revenue $ 1,282,571 Net Loss $ (494,619 ) Basic and Diluted Loss per Share $ (0.00 ) Basic and Diluted Weighted Average Common Shares Outstanding 337,731,960 The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of SSI. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 7. Goodwill and Intangible Assets, Net The following table sets for the changes in the carrying amount of the Company’ Goodwill for the quarter ended March 31, 2022 Summary of Changes in Goodwill 2022 Balance, January 1 $ 249,986 - Balance, March 31 $ 249,986 The following table sets for the components of the Company’s intangible assets at March 31, 2022: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (4,653 ) $ 116,347 Customer Relationships 10 600,000 (35,000 ) 565,000 Non-Compete Agreements 5 22,000 (2,567 ) 19,433 Total $ 743,000 $ (42,220 ) $ 700,780 The aggregate amortization remaining on the intangible assets as of March 31, 2022 is a follows: Schedule of Estimated Intangible Assets Amortization Expenses Intangible Amortization 2022 (9 months remaining) $ 54,350 2023 72,467 2024 72,467 2025 72,467 2026 71,367 Thereafter 357,662 Total $ 700,780 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 8. Shareholders’ Equity Common Stock On January 17, 2022, the Company issued a law firm 1,000,000 27,500 On January 31, 2022, the Company issued a consultant 121,212 4,000 On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 0.025 250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $ 0.025 per share in consideration of $ 15,000 . On February 28, 2022, the Company issued a consultant, 85,106 4,000 Preferred Stock During the second quarter of 2010, the holders 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 10,000,000 425,000 18.23 Series A Convertible Preferred Stock are entitled to 250 votes for each share held 425,000 Equity Incentive Plan On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, stock options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options, stock purchase rights, time vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares may also be granted under the Plan. 25,000,000 shares are reserved for issuance under the Plan. The term of the Plan is ten years Equity Compensation Plan Information as of March 31, 2022: Schedule of Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 2,200,000 $ .0431 22,800,000 Equity Compensation Plans Not Approved by Security Holders — — — Total 2,200,000 $ .0434 22,800,000 Options On April 14, 2020, the Company entered into a Non-Qualified Stock Option Agreement with Richard 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 0.045 75,000,000 50,000,000 ● the right to purchase 25,000,000 3,500,000 ● the right to purchase an additional 25,000,000 7,000,000 ● the right to purchase an additional 25,000,000 10,500,000 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 grant was $ 4,370,109 .26 1.5 0 320 25,000,000 25,000,000 218,505 On November 5, 2020, the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable (the “Constable Option Agreement”) as part of his employment agreement. As part of the Constable Option Agreement, the Company granted Mr. Constable an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 0.0184 10,000,000 20,000,000 As part of the Constable Option Agreement, the Company also granted Mr. Constable an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 0.0184 10,000,000 20,000,000 ● the right to purchase 2,000,000 5,000,000 ● the right to purchase an additional 3,000,000 7,500,000 ● the right to purchase an additional 5,000,000 10,000,000 The Constable Option Agreement provides that the Compensation Options and Bonus Options are exercisable by Mr. Constable on a cashless basis. The Constable Option is not transferrable by Mr. Constable, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Constable Option vests, it is exercisable by Mr. Constable for four years. The fair value of the Bonus Options on the date of the grant was $ 578,082 .14 2.0 0 312.2 82,734 On June 14, 2021, the Company issued options to purchase up to an aggregate of 1,125,000 shares of common stock to various employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at $ 0.036 per share for a period of four years from the date of issuance, with 12.5 % of the options vesting each fiscal quarter over a period of two years . The fair value of the options totaled $ 38,369 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .21 %, (ii) expected life of 2 years, (iii) dividend yield of 0 %, (iv) expected volatility of 304.77 %. The stock options expense recognized for the three months ended March 31, 2022 was $ 4,142 . On August 1, 2021 as part of the Blake Carmichael Employment Agreement (as defined below), the Company granted Blake Carmichael a 5 3,759,400 0.0399 33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date. 149,076 .25 2.5 0 346.36 49,692 As part of the Blake Carmichael Agreement, the Company granted Blake Carmichael a 5 18,000,000 713,777 0.25 2.5 0 346.36 0.0399 500,000 During the third quarter of 2021 the Company issued options to purchase up to an aggregate of 175,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $ .044 to $ .049 per share for a periods ranging from three to four years from the date of issuance, with quarterly vesting periods over one to two years . The fair value of the options totaled $ 7,149 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate from .155% to .20% , (ii) expected life of 1.5 to 2 years, (iii) dividend yield of 0 %, and (iv) expected volatility of 249.38 % to 287.12 %. The stock options expense recognized for the three months ended March 31, 2022 was $ 1,494 . On September 3, 2021, the Company issued options to purchase up to an aggregate of 300,000 0.053 five years 12.5 two years 15,814 0.315 2.5 0 339.21 1,977 As part of the Buban Agreement, the Company is also obligated to enter into a Non-Qualified Stock option agreement (the “Buban Bonus Options”) that will grant Ms. Buban a 5 7,110,000 374,786 .3150 2.5 0 339.21 0.0531 On September 3, 2021 the Company issued options to purchase up to an aggregate of 500,000 shares of common stock to various employees of SSI under the Plan. The options were issued pursuant to a stock option grant agreement and is exercisable at $ 0.0531 per share for a period of four years from the date of issuance, with 12.5 % of the options vesting each fiscal quarter over a period of two years . The fair value of the options totaled $ 25,201 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 0.21 %, (ii) expected life of 2 years, (iii) dividend yield of 0 %, (iv) expected volatility of 276.1 %. The stock options expense recognized for the three months ended March 31, 2022 was $ 3,150 . During the fourth quarter of 2021 the Company issued options to purchase up to an aggregate of 100,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $ .040 to $ .0419 per share for a period of four years of from the date of issuance, with quarterly vesting periods over two years . The fair value of the options totaled $ 3,863 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .204 % (ii) expected life of 2 years, (iii) dividend yield of 0 %, (iv) expected volatility of 249.38 % to 287.12 %. The stock options expense recognized for the three months ended March 31, 2022 was $ 483 . On November 5, 2021 the Company entered into a non-qualified stock option agreement with Christopher Constable (the “Constable Option Agreement”) as part of his employment agreement. Under the terms of the option agreement, the Company granted Mr. Constable a 5 year option to purchase 2,403,846 shares of the Company’s common stock at an exercise price of $ 0.041 (the “Compensation Options”). The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $ 98,976 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of .53 %, (ii) expected life of 2.5 years, (iii) dividend yield of 0 %, and (iv) expected volatility of 269.12 %. This stock option was fully expensed as of December 31, 2021. On January 21, 2022 the Company issued options to purchase up to an aggregate of 75,000 shares of common stock to an employee under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at $ 0.032 per share for a period of four years from the date of issuance, with quarterly vesting periods over two years . The fair value of the options totaled $ 2,259 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 1.016 % (ii) expected life of 2 years, (iii) dividend yield of 0 %, and (iv) expected volatility of 266.8 %. The stock options expense recognized for the three months ended March 31, 2022 was $ 283 . A summary of the Company’s outstanding stock options as of December 31, 2021, and changes during the three months ended March 31, 2022 is presented below: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2021 233,128,266 $ 0.0362 2.23 $ 795,201 Granted 75,000 0.0320 Forfeited Exercised - - Outstanding – March 31, 2022 (unaudited) 233,203,266 $ 0.0362 1.98 Exercisable – March 31, 2022 (unaudited) 101,333,874 $ 0.0326 1.81 $ 1,063,526 Warrants On September 1, 2021, the Company issued Mr. Charles F. Hyatt, a member of our Board of Directors, 10,000,000 0.025 250,000 On September 1, 2021, the Company issued Ms. Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 0.025 15,000 In September, 2021, the Company issued 4,000,000 0.025 100,000 On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 0.025 250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 shares from the exercise of a warrant at $ 0.025 per share in consideration of $ 15,000 . A summary of the Company’s warrants as of December 31, 2021 and changes during the three months ended March 31, 2022 is presented below: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2021 14,600,000 $ 0.025 1.67 $ 153,300 Granted Exercised (10,600,000 ) $ 0.025 Forfeited or Expired - Outstanding – March 31, 2022 4,000,000 $ 0.025 1.44 Exercisable – March 31, 2022 4,000,000 $ 0.025 1.44 $ 64,400 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9. Commitments and contingencies On August 14, 2014, the Company entered into a thirty-seven-month 5,367 4,000 10.76 2,000 September 30, 2024 4,626 3 On January 4, 2018, the Company entered into a sixty-one month 9,300 2.5 8,450 On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 sixty-nine month 6,527 4,848 3 10.11 1,679 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 15,000 2.15 60,000 180,000 200,174 60,000 15,000 43,608 13,704 On June 9, 2020, the Company entered into a one-year advertising and marketing agreement with Figment Design for $ 8,840 per month which agreement terminated on July 31, 2021. On November 5, 2020, the Company and Christopher Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable serves 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 Company’s common stock on the date of issuance. Accordingly, on November 5, 2020, Mr. Constable was issued an option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $ 0.0184 per share and on November 5, 2021, he was issued an option to purchase 2,403,846 shares of the Company’s common stock at an exercise price of $ 0.0401 per share, pursuant to an 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. On March 1, 2021, the Company entered into an investor relations consulting agreement with BGM Equity Partners, LLC. The term of the agreement is twelve months. As compensation, the Company issued 3,000,000 120,000 On August 1, 2021, the Company and Blake Carmichael entered into a three year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael shall serve as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael shall receive (i) an annual base salary of $ 120,000 five 3,759,400 0.0399 33.3% of which stock vests immediately, 33.3% vests on the second anniversary, and 33.3% on the third anniversary of the agreement In addition, Blake Carmichael shall be entitled to receive a five 18,000,000 0.0399 On August 6, 2021 the Company entered into a six-month, non-exclusive mergers and acquisitions services agreement with Newbridge Securities Corporation. The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate purchase price consideration and six percent on the aggregate purchase price consideration above two million dollars for any merger or acquisition target sourced by Newbridge On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Mrs. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $ 110,000 , payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance totaling $ 10,800 per year, (iii) a five -year stock option issued under the Plan to purchase 300,000 shares of common stock of the Company at $ 0.0531 per share . The option vests quarterly over the next eight calendar quarters. In addition, Mrs. Buban shall be entitled to receive a five -year stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $ 0.0531 per share that will vest upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement, On January 17, 2022 the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefor, the Company will pay CLG a monthly flat fee of $ 3,000 per month for the SEC reporting work, and its normal hourly rate for any other legal work and issued 1,000,000 shares of common stock with a fair market value of $ 27,500 to CLG . Legal The Company was a defendant in that certain lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17 th 15,870.97 in unpaid consulting fees together with interest. In April 2020, the Company filed a Motion to Dismiss, and at a hearing held in May 2021, the Court struck certain allegations contained in the complaint, the parties agreed that the quantum meruit allegation is deemed to be an alternative to the breach of contract allegation, but permitted certain other allegations to stand. The parties entered mediation pursuant to the Court’s order. This action was settled for $ 10,000 on July 12, 2021. The Company pays monthly installments of $ 1,000 and is current in its payments. As of March 31, 2022 the balance remaining is $1,000. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 10. Segment Reporting The Company has four 1. SSA Products, which sells recreational multi-diver surface supplied air 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. 4. Redundant Air Tank Systems, which manufactures and distributes a line of high pressure tanks and redundant air systems for the military and recreational diving industries. Schedule of Segment Reporting Information Three Months Ended March 31 (unaudited) Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Total Company 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Net Revenues $ 581,109 $ 466,043 $ 276,817 $ 150,128 $ 794,587 $ 334,598 $ 322,456 $ $ 1,974,969 $ 950,769 Cost of Revenue (461,958 ) (369,826 ) (160,791 ) (81,178 ) (416,958 ) (188,793 ) (259,502 ) - (1,299,209 ) (639,797 ) Gross Profit 119,151 96,217 116,026 68,950 377,629 145,805 62,952 - 675,760 310,972 Depreciation 4,370 3,812 - - 4,478 2,418 25,011 - 33,859 6,230 Income (loss) from operations $ (369,590 ) $ (444,151 ) $ 40,459 $ 9,366 $ 16,762 $ (12,385 ) $ (121,530 ) $ - (433,899 ) $ (447,170 ) - Total Assets $ 1,427,324 $ 1,503,762 $ 460,496 $ 265,604 $ 1,037,192 $ 511,621 $ 1,995,439 $ - $ 4,920,451 $ 2,280,987 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets, for $ 150,000 3,084,831 0.0389 30,000 The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer In connection with the acquisition, the LLC Members entered into five-year confidentiality, non-competition and non-solicitation agreements with the Company and Live Blue which contain standard provisions, including that the LLC Members not engage in any business that supplies the same product or services as Gold Coast Scuba within certain areas of the United States or that competes with Gold Coast Scuba’s business in any market in which it operates as of the closing. Gold Coast Scuba is in the business of providing recreational scuba diving equipment rental, training and education programs, as well as dive travel, guided snorkeling tours, and dive club activities. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 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 Annual Report on Form 10-K for the year ended December 31, 2021 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 the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per EIN. At March 31, 2022 and December 31, 2021, the Company had approximately $ 118,292 and $ 205,500 , respectively in excess of the FDIC insured limit. |
Foreign Currency Forward Contracts | Foreign Currency Forward Contracts We use foreign currency forward contracts to hedge specific forecasted transactions denominated in foreign currencies, manage exchange rate volatility in the translation of foreign earnings, and reduce exposures to foreign currency fluctuations of certain assets and liabilities denominated in foreign currencies. The foreign currency forward hedging contracts outstanding as of March 31, 2022 have settlement dates within 6 months. The spot rate components of these foreign currency forward contracts are designated as cash flow hedges and any unrealized gains or losses are reported in other comprehensive income and reclassified to the Consolidated Statement of Income in the same periods during which the underlying hedged transactions affect earnings. If a hedging relationship is terminated with respect to a foreign currency forward contract, accumulated gains or losses associated with the contract remain in OCI until the hedged forecasted transaction occurs and are reclassified to operations in the same periods during which the underlying hedged transactions affect earnings. Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021: Notional Amount Foreign Currency March 31, 2022 (unaudited) December 31, 2021 Euro $ 223,970 Total $ 223,970 $ - 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 is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $ 46,555 and $ 46,555 at March 31, 2022 and December 31, 2021, respectively. Inventory Inventory consists of the following: Schedule of Inventory March 31, 2022 December 31, In-Transit inventory $ 8,300 $ 130,000 Raw materials 1,029,901 1,144,190 Work in process 95,334 99,958 Finished goods 895,657 521,212 Inventory, net $ 2,029,192 $ 1,895,260 |
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 is estimated based on historical customer experience and industry knowledge. The allowances for doubtful accounts totaled $ 46,555 and $ 46,555 at March 31, 2022 and December 31, 2021, respectively. |
Inventory | Inventory Inventory consists of the following: Schedule of Inventory March 31, 2022 December 31, In-Transit inventory $ 8,300 $ 130,000 Raw materials 1,029,901 1,144,190 Work in process 95,334 99,958 Finished goods 895,657 521,212 Inventory, net $ 2,029,192 $ 1,895,260 |
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 principle 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 We account for leases in accordance with ASC 842, “Leases”. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. 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 March 31, 2022. 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 three months ended March 31, 2022 the lease expenses were approximately $ 64,200 , and approximately $ 32,800 for the three months ended March 31, 2022 and 2021, respectively. Cash paid for operating liabilities for the three months ended March 31, 2022 was approximately $ 64,400 and $ 32,700 for the three months ended March 31, 2021. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases March 31, 2022 (unaudited) Right-of-use assets $ 397,208 Current lease liabilities $ 208,623 Non-current lease liabilities 189,134 Total lease liabilities $ 397,757 |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation”. ASC 718 requires companies to measure the cost of employee and non-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 and non-employee are required to provide service in exchange for the award, usually the vesting period. |
Loss per common share | Loss 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. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At March 31, 2022 and March 31, 2021, 244,052,947 and 209,753,340 , respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock. |
Recent accounting pronouncements | Recent accounting pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Foreign currency forward contracts entered into to hedge cost of goods purchases were as follows as of March 31, 2022 and December 31, 2021: Notional Amount Foreign Currency March 31, 2022 (unaudited) December 31, 2021 Euro $ 223,970 Total $ 223,970 $ - |
Schedule of Inventory | Inventory consists of the following: Schedule of Inventory March 31, 2022 December 31, In-Transit inventory $ 8,300 $ 130,000 Raw materials 1,029,901 1,144,190 Work in process 95,334 99,958 Finished goods 895,657 521,212 Inventory, net $ 2,029,192 $ 1,895,260 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases March 31, 2022 (unaudited) Right-of-use assets $ 397,208 Current lease liabilities $ 208,623 Non-current lease liabilities 189,134 Total lease liabilities $ 397,757 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Short-Term Debt [Line Items] | |
Schedule of Convertible Debentures | Convertible promissory notes consisted of the following at March 31, 2022: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 12/01/17 12/31/21 6 % 50,000 (12,500 ) - - - - (1 ) 12/05/17 12/31/21 6 % 50,000 (12,500 ) - (2 ) 9/03/21 9/03/24 8 % 346,500 (12,355 ) 346,500 (9,727 ) 336,773 16,170 (3 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (97 ) 3,403 140 (4 ) $ 350,000 $ (9,824 ) $ 340,176 $ 16,310 (1) On December 1, 2017, the Company issued a 6 50,000 December 1, 2018 The conversion price of 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 noteholder may convert the note 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 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. On June 10, 2021, the note and accrued interest of $ 10,554 were converted by the holder into 6,055,358 shares of common stock in accordance with the terms of the note. (2) On December 5, 2017, the Company entered into a 6% 50,000 December 4, 2018 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 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. On August 18, 2021, this note and accrued interest of $ 11,145 were converted by the holder into 6,114,516 shares of common stock in accordance with the terms of the note (3) On September 3, 2021, the Company issued a three-year 8% 346,550 50% 0.051272 0.051272 12,355 (4) On September 3, 2021, the Company issued a three-year 8% 3,500 50% 0.051272 0.051272 125 |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) 21,256 2023 - 2024 - 2025 - 2025 and thereafter - 2026 - Total Loan Payments $ 21,256 Current portion of Loan payable (21,256 ) Non-Current Portion of Loan Payable $ - |
Mercedes Benz Note [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) $ 8,379 2023 $ 11,168 2024 $ 11,168 2025 and thereafter $ 8,684 Total note payments $ 39,399 Current portion of note payable $ (11,168 ) Non-Current Portion of notes payable $ 28,231 |
Navitas Note [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 (9 months remaining) 10,873 2023 15,342 2024 16,629 2025 18,204 2026 6,007 Total Note Payments $ 67,055 Current portion of Note payable (14,443 ) Non-Current Portion of Note Payable $ 52,612 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Holding Period and Shares Eligible To Sold | Summary of Holding Period and Shares Eligible To Sold Holding Period Percentage of shares 6 Up to 12.5 9 Up to 25.0 24 Up to 75.0 36 Up to 100.0 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed, including an amount for goodwill: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Common stock, 27,305,442 $ 1,449,919 8% unsecured, convertible promissory note payable to seller 350,000 Total purchase price $ 1,799,919 Tangible assets acquired $ 1,101,604 Liabilities assumed (294,671 ) Net tangible assets acquired 806,933 Identified Intangible Assets Customer relationships $ 600,000 Trademarks 121,000 Non-compete agreements 22,000 Total intangible assets 743,000 Goodwill $ 249,986 Total purchase price $ 1,799,919 |
Schedule of Business Acquisition, Pro Forma Information | Schedule of Business Acquisition, Pro Forma Information Three months ended March 31, 2021 Revenue $ 1,282,571 Net Loss $ (494,619 ) Basic and Diluted Loss per Share $ (0.00 ) Basic and Diluted Weighted Average Common Shares Outstanding 337,731,960 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table sets for the changes in the carrying amount of the Company’ Goodwill for the quarter ended March 31, 2022 Summary of Changes in Goodwill 2022 Balance, January 1 $ 249,986 - Balance, March 31 $ 249,986 |
Summary of Intangible Assets | The following table sets for the components of the Company’s intangible assets at March 31, 2022: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (4,653 ) $ 116,347 Customer Relationships 10 600,000 (35,000 ) 565,000 Non-Compete Agreements 5 22,000 (2,567 ) 19,433 Total $ 743,000 $ (42,220 ) $ 700,780 |
Schedule of Estimated Intangible Assets Amortization Expenses | The aggregate amortization remaining on the intangible assets as of March 31, 2022 is a follows: Schedule of Estimated Intangible Assets Amortization Expenses Intangible Amortization 2022 (9 months remaining) $ 54,350 2023 72,467 2024 72,467 2025 72,467 2026 71,367 Thereafter 357,662 Total $ 700,780 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Equity Compensation Plan Information | Equity Compensation Plan Information as of March 31, 2022: Schedule of Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 2,200,000 $ .0431 22,800,000 Equity Compensation Plans Not Approved by Security Holders — — — Total 2,200,000 $ .0434 22,800,000 |
Schedule of Option Activity | A summary of the Company’s outstanding stock options as of December 31, 2021, and changes during the three months ended March 31, 2022 is presented below: Schedule of Option Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2021 233,128,266 $ 0.0362 2.23 $ 795,201 Granted 75,000 0.0320 Forfeited Exercised - - Outstanding – March 31, 2022 (unaudited) 233,203,266 $ 0.0362 1.98 Exercisable – March 31, 2022 (unaudited) 101,333,874 $ 0.0326 1.81 $ 1,063,526 |
Schedule of Warrants Activity | A summary of the Company’s warrants as of December 31, 2021 and changes during the three months ended March 31, 2022 is presented below: Schedule of Warrants Activity Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Outstanding – December 31, 2021 14,600,000 $ 0.025 1.67 $ 153,300 Granted Exercised (10,600,000 ) $ 0.025 Forfeited or Expired - Outstanding – March 31, 2022 4,000,000 $ 0.025 1.44 Exercisable – March 31, 2022 4,000,000 $ 0.025 1.44 $ 64,400 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Schedule of Segment Reporting Information Three Months Ended March 31 (unaudited) Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Total Company 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Net Revenues $ 581,109 $ 466,043 $ 276,817 $ 150,128 $ 794,587 $ 334,598 $ 322,456 $ $ 1,974,969 $ 950,769 Cost of Revenue (461,958 ) (369,826 ) (160,791 ) (81,178 ) (416,958 ) (188,793 ) (259,502 ) - (1,299,209 ) (639,797 ) Gross Profit 119,151 96,217 116,026 68,950 377,629 145,805 62,952 - 675,760 310,972 Depreciation 4,370 3,812 - - 4,478 2,418 25,011 - 33,859 6,230 Income (loss) from operations $ (369,590 ) $ (444,151 ) $ 40,459 $ 9,366 $ 16,762 $ (12,385 ) $ (121,530 ) $ - (433,899 ) $ (447,170 ) - Total Assets $ 1,427,324 $ 1,503,762 $ 460,496 $ 265,604 $ 1,037,192 $ 511,621 $ 1,995,439 $ - $ 4,920,451 $ 2,280,987 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total | $ 223,970 | |
In-Transit inventory | 8,300 | 130,000 |
Raw materials | 1,029,901 | 1,144,190 |
Work in process | 95,334 | 99,958 |
Finished goods | 895,657 | 521,212 |
Inventory, net | 2,029,192 | 1,895,260 |
Euro Member Countries, Euro | ||
Total | $ 223,970 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 397,208 | $ 454,475 |
Current lease liabilities | 208,623 | 232,283 |
Non-current lease liabilities | 189,134 | $ 222,899 |
Total lease liabilities | $ 397,757 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Cash, FDIC Insured Amount | $ 118,292 | $ 205,500 | |
Accounts Receivable, Allowance for Credit Loss, Current | 46,555 | $ 46,555 | |
Operating Lease, Expense | 64,200 | $ 32,800 | |
Operating Lease, Payments | $ 64,400 | $ 32,700 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 244,052,947 | 209,753,340 | |
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cash, FDIC Insured Amount | $ 250,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 444,092 | |
Non cash stock related compensation | 265,534 | |
Retained Earnings (Accumulated Deficit) | 14,988,696 | $ 14,544,604 |
Working capital surplus | $ 1,702,817 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 02, 2022 | Sep. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Accounts Payable, Related Parties, Current | $ 18,032 | $ 37,267 | |||
Accounts Receivable, Related Parties, Current | $ 77,140 | 77,301 | |||
Royalties percentage | 2.50% | ||||
Royalty Expense | $ 12,789 | $ 11,593 | |||
Accrued royalty | $ 7,700 | ||||
Warrant exercise price | $ 0.0434 | ||||
Shares issued for cash | $ 275,000 | ||||
Robert Carmichael [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Payable, Related Parties, Current | $ 5,000 | 5,000 | |||
Brownies Global Logistics LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Payable, Related Parties, Current | 13,032 | 32,267 | |||
Mr. Charles F. Hyatt [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares | 10,000,000 | 10,000,000 | |||
Warrant exercise price | $ 0.025 | $ 0.025 | |||
Shares issued for cash | $ 250,000 | ||||
Ms Grace Kelly Hyatt [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period, shares | 600,000 | ||||
Warrant exercise price | $ 0.025 | ||||
Shares issued for cash | $ 15,000 | ||||
Robert Carmichael [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Receivable, Related Parties, Current | 2,074 | 1,509 | |||
Other Customers [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts Payable, Related Parties, Current | $ 75,066 | $ 75,792 | |||
Other Customers [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | |||||
Related Party Transaction [Line Items] | |||||
Concentration Risk, Percentage | 13.80% | 21.20% |
Schedule of Convertible Debentu
Schedule of Convertible Debentures (Details) | 3 Months Ended | |
Mar. 31, 2022USD ($) | ||
Debt Instrument [Line Items] | ||
Period End Principal Balance | $ 350,000 | |
Period End Discount Balance | (9,824) | |
Period End Balance, Net | 340,176 | |
Accrued Interest Balance | $ 16,310 | |
Convertible Debenture One [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Dec. 1, 2017 | [1] |
Maturity Date | Dec. 31, 2021 | [1] |
Interest Rate | 6.00% | [1] |
Debt Conversion, Original Debt, Amount | $ 50,000 | [1] |
Origination Discount Balance | (12,500) | [1] |
Period End Principal Balance | [1] | |
Period End Discount Balance | [1] | |
Period End Balance, Net | [1] | |
Accrued Interest Balance | [1] | |
Convertible Debenture Two [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Dec. 5, 2017 | [2] |
Maturity Date | Dec. 31, 2021 | [2] |
Interest Rate | 6.00% | [2] |
Debt Conversion, Original Debt, Amount | $ 50,000 | [2] |
Origination Discount Balance | (12,500) | [2] |
Period End Discount Balance | [2] | |
Convertible Debenture Three [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Sep. 3, 2021 | [3] |
Maturity Date | Sep. 3, 2024 | [3] |
Interest Rate | 8.00% | [3] |
Debt Conversion, Original Debt, Amount | $ 346,500 | [3] |
Origination Discount Balance | (12,355) | [3] |
Period End Principal Balance | 346,500 | [3] |
Period End Discount Balance | (9,727) | [3] |
Period End Balance, Net | 336,773 | [3] |
Accrued Interest Balance | $ 16,170 | [3] |
Convertible Debenture Four [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Sep. 3, 2021 | [4] |
Maturity Date | Sep. 3, 2024 | [4] |
Interest Rate | 8.00% | [4] |
Debt Conversion, Original Debt, Amount | $ 3,500 | [4] |
Origination Discount Balance | (125) | [4] |
Period End Principal Balance | 3,500 | [4] |
Period End Discount Balance | (97) | [4] |
Period End Balance, Net | 3,403 | [4] |
Accrued Interest Balance | $ 140 | [4] |
[1] | On December 1, 2017, the Company issued a 6 50,000 December 1, 2018 | |
[2] | On December 5, 2017, the Company entered into a 6% 50,000 December 4, 2018 | |
[3] | On September 3, 2021, the Company issued a three-year 8% 346,550 50% 0.051272 0.051272 12,355 | |
[4] | On September 3, 2021, the Company issued a three-year 8% 3,500 50% 0.051272 0.051272 125 |
Schedule of Convertible Deben_2
Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Sep. 03, 2021 | Aug. 18, 2021 | Jun. 10, 2021 | Dec. 05, 2017 | Dec. 01, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 10,000 | ||||||||
Interest Payable | 16,310 | ||||||||
Convertible Debt | $ 340,176 | ||||||||
Convertible Debenture One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | [1] | 6.00% | |||||||
Debt maturity date | [1] | Dec. 31, 2021 | |||||||
Interest Payable | [1] | ||||||||
Convertible Debt | [1] | ||||||||
Convertible Debenture One [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6.00% | ||||||||
Principal amount | $ 50,000 | ||||||||
Debt maturity date | Dec. 1, 2018 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 32,000 | ||||||||
Interest Payable | $ 10,554 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,055,358 | ||||||||
Convertible Debenture One [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.01 | |||||||
Convertible Debenture Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | [2] | 6.00% | |||||||
Debt maturity date | [2] | Dec. 31, 2021 | |||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6.00% | ||||||||
Principal amount | $ 50,000 | ||||||||
Debt maturity date | Dec. 4, 2018 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 99,000 | ||||||||
Interest Payable | $ 11,145 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,114,516 | ||||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | ||||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.125 | $ 0.125 | |||||||
Convertible Debenture Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | [3] | 8.00% | |||||||
Debt maturity date | [3] | Sep. 3, 2024 | |||||||
Interest Payable | [3] | $ 16,170 | |||||||
Convertible Debt | [3] | $ 336,773 | |||||||
Convertible Debenture Three [Member] | Summit Holding LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.051272 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||
Convertible Debt | $ 346,550 | ||||||||
Debt Instrument Payment Rate Percentage | 50.00% | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 12,355 | ||||||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||||
Convertible Debenture Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | [4] | 8.00% | |||||||
Debt maturity date | [4] | Sep. 3, 2024 | |||||||
Interest Payable | [4] | $ 140 | |||||||
Convertible Debt | [4] | $ 3,403 | |||||||
Convertible Debenture Four [Member] | Tierra Vista Partners LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.051272 | ||||||||
Convertible Debt | $ 3,500 | ||||||||
Debt Instrument Payment Rate Percentage | 50.00% | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 125 | ||||||||
[1] | On December 1, 2017, the Company issued a 6 50,000 December 1, 2018 | ||||||||
[2] | On December 5, 2017, the Company entered into a 6% 50,000 December 4, 2018 | ||||||||
[3] | On September 3, 2021, the Company issued a three-year 8% 346,550 50% 0.051272 0.051272 12,355 | ||||||||
[4] | On September 3, 2021, the Company issued a three-year 8% 3,500 50% 0.051272 0.051272 125 |
Schedule of Future Amortization
Schedule of Future Amortization of Loans Payable (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Current portion of Note payable | $ (46,867) | $ (50,402) |
Non-Current Portion of Note Payable | 80,843 | $ 87,956 |
Marlin Note [Member] | ||
Short-Term Debt [Line Items] | ||
2022 (9 months remaining) | 21,256 | |
2023 | ||
2024 | ||
2025 | ||
2025 and thereafter | ||
2026 | ||
Total Note Payments | 21,256 | |
Current portion of Note payable | (21,256) | |
Non-Current Portion of Note Payable | ||
Mercedes Benz Note [Member] | ||
Short-Term Debt [Line Items] | ||
2022 (9 months remaining) | 8,379 | |
2023 | 11,168 | |
2024 | 11,168 | |
2025 and thereafter | 8,684 | |
Total Note Payments | 39,399 | |
Current portion of Note payable | (11,168) | |
Non-Current Portion of Note Payable | 28,231 | |
Navitas Note [Member] | ||
Short-Term Debt [Line Items] | ||
2022 (9 months remaining) | 10,873 | |
2023 | 15,342 | |
2024 | 16,629 | |
2025 | 18,204 | |
2026 | 6,007 | |
Total Note Payments | 67,055 | |
Current portion of Note payable | (14,443) | |
Non-Current Portion of Note Payable | $ 52,612 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Notes Payable (Details Narrative) - USD ($) | Jan. 19, 2022 | May 19, 2021 | Aug. 21, 2020 | Sep. 30, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Operating Lease, Payments | $ 64,400 | $ 32,700 | ||||
Marlin Capital Solutions [Member] | ||||||
Debt instrument, face amount | $ 96,725 | |||||
Debt Instrument, Term | 36 months | |||||
Debt instrument, periodic payment | $ 3,144 | |||||
Loan balance | 21,256 | |||||
Mercedes Benz [Member] | Installment Agreement [Member] | ||||||
Debt instrument, face amount | $ 55,841 | |||||
Debt Instrument, Term | 60 months | |||||
Debt instrument, periodic payment | $ 931 | |||||
Loan balance | 39,399 | |||||
Navitas Credit Corp [Member] | Installment Agreement [Member] | ||||||
Debt instrument, face amount | $ 79,309 | |||||
Debt Instrument, Term | 60 months | |||||
Debt instrument, periodic payment | $ 1,611 | |||||
SSI [Member] | ||||||
Lessee, Finance Lease, Term of Contract | 36 months | |||||
Short-Term Lease Payments | $ 3,522 | |||||
Lessor, Sales-type Lease, Lessee Option to Purchase Underlying Asset | At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of the equipment was $108,675. | |||||
Operating Lease, Expenses | $ 54,000 | |||||
Operating Lease, Payments | $ 8,600 | |||||
SSI [Member] | Equipment [Member] | ||||||
Property, Plant and Equipment, Gross | 3,522 | |||||
SSI [Member] | Machinery [Member] | ||||||
Property, Plant and Equipment, Gross | $ 108,675 |
Summary of Holding Period and S
Summary of Holding Period and Shares Eligible To Sold (Details) | 3 Months Ended |
Mar. 31, 2022 | |
6 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 6 months |
Percentage of shares eligible to be sold | 12.50% |
9 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 9 months |
Percentage of shares eligible to be sold | 25.00% |
24 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 24 months |
Percentage of shares eligible to be sold | 75.00% |
36 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 36 months |
Percentage of shares eligible to be sold | 100.00% |
Schedule of Recognized Identifi
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares | Sep. 03, 2020 | Mar. 31, 2021 |
Common Stock [Member] | ||
Stock Issued During Period, Shares, New Issues | 27,305,442 | 27,500,000 |
Schedule of Recognized Identi_2
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 03, 2020 |
Business Acquisition [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 1,799,919 | ||
Tangible assets acquired | 1,101,604 | ||
Liabilities assumed | (294,671) | ||
Net tangible assets acquired | 806,933 | ||
Total intangible assets | 743,000 | ||
Goodwill | $ 249,986 | $ 249,986 | 249,986 |
Total purchase price | 1,799,919 | ||
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | 600,000 | ||
Trademarks and Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | 121,000 | ||
Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | 22,000 | ||
BWMG Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | 1,449,919 | ||
Convertible Promissory Note Payable [Member] | |||
Business Acquisition [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 350,000 |
Schedule of Business Acquisitio
Schedule of Business Acquisition, Pro Forma Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 1,282,571 |
Net Loss | $ (494,619) |
Basic and Diluted Loss per Share | $ / shares | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | shares | 337,731,960 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Sep. 03, 2020 | Mar. 31, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Stock Issued During Period, Value, New Issues | $ 275,000 | ||
Submersible Systems Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | $ 1,790,000 | ||
Shares issued during acquisition | 27,305,442 | ||
Stock Issued During Period, Value, Acquisitions | $ 1,400,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 27,305,442 | ||
Stock Issued During Period, Shares, New Issues | 1,190,476 | ||
Business Acquisition, Transaction Costs | $ 65,000 | ||
Legal Fees | 40,000 | ||
Payments to Acquire Businesses, Gross | $ 55,952 | ||
Debt Instrument, Convertible, Conversion Price | $ 0.051271831 | ||
Stock Issued During Period, Value, New Issues | $ 1,449,919 | ||
Business combination inventory assumed, decription | Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing | ||
Shares, Issued | 992,986 | ||
Submersible Systems Inc [Member] | NASDAQ Index Future [Member] | |||
Business Acquisition [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 50,000 | ||
Submersible Systems Inc [Member] | Unsecured Convertible Promissory [Member] | |||
Business Acquisition [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Debt Instrument, Face Amount | $ 350,000 |
Summary of Changes in Goodwill
Summary of Changes in Goodwill (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance, January 1 | $ 249,986 |
Goodwill, Acquired During Period | |
Balance, March 31 | $ 249,986 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, cost | $ 743,000 |
Accumulated amortization | (42,220) |
Intangible assets net book value | $ 700,780 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 15 years |
Intangible assets, cost | $ 121,000 |
Accumulated amortization | (4,653) |
Intangible assets net book value | $ 116,347 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 10 years |
Intangible assets, cost | $ 600,000 |
Accumulated amortization | (35,000) |
Intangible assets net book value | $ 565,000 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 5 years |
Intangible assets, cost | $ 22,000 |
Accumulated amortization | (2,567) |
Intangible assets net book value | $ 19,433 |
Schedule of Estimated Intangibl
Schedule of Estimated Intangible Assets Amortization Expenses (Details) | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (9 months remaining) | $ 54,350 |
2023 | 72,467 |
2024 | 72,467 |
2025 | 72,467 |
2026 | 71,367 |
Thereafter | 357,662 |
Total | $ 700,780 |
Schedule of Equity Compensation
Schedule of Equity Compensation Plan Information (Details) | Mar. 31, 2022$ / sharesshares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 2,200,000 |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0434 |
Number of securities remaining available for future issuances under equity compensation plans | 22,800,000 |
Equity Compensation Approved Plan [Member] | Security Holders [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 2,200,000 |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0431 |
Number of securities remaining available for future issuances under equity compensation plans | 22,800,000 |
Equity Compensation Not Approved Plan [Member] | Security Holders [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | |
Number of securities remaining available for future issuances under equity compensation plans |
Schedule of Option Activity (De
Schedule of Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity [Abstract] | |
Number of options, Outstanding, Beginning balance | shares | 233,128,266 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.0362 |
Weighted Average Remaining Contractual Life in Years, Beginning | 2 years 2 months 23 days |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ | $ 795,201 |
Number of options, Granted | shares | 75,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 0.0320 |
Number of optionss, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of options, Outstanding, Ending balance | shares | 233,203,266 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.0362 |
Weighted Average Remaining Contractual Life in Years, Ending | 1 year 11 months 23 days |
Number of Options, Exercisable, Ending balance | shares | 101,333,874 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares | $ 0.0326 |
Weighted Average Remaining Contractual Life in Years, Exercisable | 1 year 9 months 21 days |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 1,063,526 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants, Outstanding, Beginning balance | 14,600,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.025 |
Weighted Average Remaining Contractual Life in Years, Beginning | 1 year 8 months 1 day |
Aggregate Intrinsic Value, Beginning balance | $ | $ 153,300 |
Number of warrants, exercised | (10,600,000) |
Weighted Average Exercise Price,exercised | $ / shares | $ 0.025 |
Number of warrants, forfeited | |
Number of Warrants, Outstanding, Ending balance | 4,000,000 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 0.025 |
Weighted Average Remaining Contractual Life in Years, Ending | 1 year 5 months 8 days |
Number of Warrants, Exercisable | 4,000,000 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares | $ 0.025 |
Weighted Average Remaining Contractual Life in Years, Exercisable | 1 year 5 months 8 days |
Aggregate Intrinsic Value, Ending balance | $ | $ 64,400 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Feb. 28, 2022 | Feb. 02, 2022 | Jan. 31, 2022 | Jan. 21, 2022 | Jan. 17, 2022 | Nov. 05, 2021 | Sep. 03, 2021 | Sep. 01, 2021 | Aug. 01, 2021 | Jun. 14, 2021 | May 26, 2021 | Nov. 05, 2020 | Apr. 14, 2020 | Apr. 30, 2011 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 02, 2021 | Jun. 30, 2010 |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | $ 35,500 | $ 125,000 | |||||||||||||||||||
Warrant exercise price | $ 0.0434 | ||||||||||||||||||||
Proceeds from Warrant Exercises | $ 265,000 | ||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Preferred stock, shares outstanding | 425,000 | 425,000 | 425,000 | ||||||||||||||||||
Aggregate stock option purchased | 75,000 | ||||||||||||||||||||
Stock options exercise price | $ 0.0362 | $ 0.0362 | $ 0.0362 | ||||||||||||||||||
Common stock shares purchase | 233,203,266 | 233,128,266 | 233,128,266 | ||||||||||||||||||
Stock option expense | $ 4,142 | ||||||||||||||||||||
Weighted average contractual term | 1 year 11 months 23 days | ||||||||||||||||||||
Carmichael Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Aggregate stock option purchased | 125,000,000 | ||||||||||||||||||||
Stock options exercise price | $ 0.045 | ||||||||||||||||||||
Number of vested shares | 75,000,000 | ||||||||||||||||||||
Bonus Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Interest rate | 0.14% | ||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 312.20% | ||||||||||||||||||||
Stock option expense | $ 82,734 | ||||||||||||||||||||
Fair value granted | $ 578,082 | ||||||||||||||||||||
Stock Options Grant Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.036 | ||||||||||||||||||||
Common stock shares purchase | 1,125,000 | ||||||||||||||||||||
Interest rate | 0.21% | ||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 304.77% | ||||||||||||||||||||
Fair value granted | $ 38,369 | ||||||||||||||||||||
Weighted average contractual term | 4 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||
Blake Carmichael Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.0399 | ||||||||||||||||||||
Common stock shares purchase | 3,759,400 | ||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 346.36% | ||||||||||||||||||||
Stock option expense | $ 49,692 | ||||||||||||||||||||
Fair value granted | $ 149,076 | ||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date. | ||||||||||||||||||||
Blake Carmichael Agreement [Member] | Contract Year One [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Shares issued for cash, shares | 500,000 | ||||||||||||||||||||
Blake Carmichael Agreement One [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.0399 | ||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 346.36% | ||||||||||||||||||||
Fair value granted | $ 713,777 | ||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||
Blake Carmichael Agreement One [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares purchase | 18,000,000 | 18,000,000 | |||||||||||||||||||
Option Grant Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares purchase | 100,000 | 175,000 | 100,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||||||||||
Stock option expense | 1,494 | ||||||||||||||||||||
Fair value granted | $ 3,863 | $ 7,149 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.204% | 0.155% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.20% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 249.38% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 287.12% | ||||||||||||||||||||
Option Grant Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.0419 | $ 0.049 | $ 0.0419 | ||||||||||||||||||
Expected life, minimum | 2 years | 2 years | |||||||||||||||||||
Weighted average contractual term | 4 years | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 287.12% | ||||||||||||||||||||
Option Grant Agreement [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.040 | $ 0.044 | $ 0.040 | ||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||
Weighted average contractual term | 3 years | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 1 year | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 249.38% | ||||||||||||||||||||
Buban Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.053 | ||||||||||||||||||||
Common stock shares purchase | 300,000 | ||||||||||||||||||||
Interest rate | 0.315% | ||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 339.21% | ||||||||||||||||||||
Stock option expense | $ 10,800 | 1,977 | |||||||||||||||||||
Fair value granted | $ 15,814 | ||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||
Buban Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares purchase | 7,110,000 | ||||||||||||||||||||
Buban Agreement One [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.0531 | ||||||||||||||||||||
Interest rate | 0.315% | ||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 339.21% | ||||||||||||||||||||
Fair value granted | $ 374,786 | ||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||
Stock Option Grant Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options exercise price | $ 0.0531 | ||||||||||||||||||||
Interest rate | 0.21% | ||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 276.10% | ||||||||||||||||||||
Stock option expense | 3,150 | ||||||||||||||||||||
Fair value granted | $ 25,201 | ||||||||||||||||||||
Weighted average contractual term | 4 years | 4 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | 2 years | |||||||||||||||||||
Stock Option Grant Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares purchase | 500,000 | ||||||||||||||||||||
Non Qualified Stock Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Interest rate | 1.016% | 0.53% | |||||||||||||||||||
Expected life, minimum | 2 years | 2 years 6 months | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||||||||||||||
Stock option expense | $ 283 | ||||||||||||||||||||
Fair value granted | $ 2,259 | $ 98,976 | |||||||||||||||||||
Weighted average contractual term | 4 years | 5 years | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 266.80% | 269.12% | |||||||||||||||||||
Share Price | $ 0.032 | $ 0.041 | |||||||||||||||||||
Non Qualified Stock Option Agreement [Member] | Maximum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock shares purchase | 75,000 | 2,403,846 | |||||||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 25,000,000 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||||||||||||||
Net Revenue Portion of the Option [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 50,000,000 | ||||||||||||||||||||
Net Revenue Portion of the Option [Member] | Constable Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 20,000,000 | ||||||||||||||||||||
Net Revenue Portion of the Option One [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||
Share based payment | $ 3,500,000 | ||||||||||||||||||||
Net Revenue Portion of the Option Two [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||
Share based payment | $ 7,000,000 | ||||||||||||||||||||
Net Revenue Portion of the Option Three [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||
Share based payment | $ 10,500,000 | ||||||||||||||||||||
Carmichael Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 25,000,000 | 25,000,000 | |||||||||||||||||||
Common stock shares purchase | 4,370,109 | ||||||||||||||||||||
Interest rate | 0.26% | ||||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||
Expected volatility | 320.00% | ||||||||||||||||||||
Stock option expense | $ 218,505 | ||||||||||||||||||||
Bonus Option [Member] | Constable Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Aggregate stock option purchased | 30,000,000 | ||||||||||||||||||||
Stock options exercise price | $ 0.0184 | ||||||||||||||||||||
Number of vested shares | 10,000,000 | ||||||||||||||||||||
Net Revenue Period [Member] | Constable Option Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 2,000,000 | ||||||||||||||||||||
Number of vested shares, value | $ 5,000,000 | ||||||||||||||||||||
Net Revenue Period [Member] | Constable Option Agreement [Member] | Additional Shares [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 3,000,000 | ||||||||||||||||||||
Number of vested shares, value | $ 7,500,000 | ||||||||||||||||||||
Net Revenue Period [Member] | Constable Option Agreement [Member] | Additional Shares [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of vested shares | 5,000,000 | ||||||||||||||||||||
Number of vested shares, value | $ 10,000,000 | ||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 425,000 | ||||||||||||||||||||
Preferred stock conversion price | $ 18.23 | ||||||||||||||||||||
Preferred stock, voting rights | Series A Convertible Preferred Stock are entitled to 250 votes for each share held | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for services, shares | 85,106 | 121,212 | |||||||||||||||||||
Common stock issued for services, shares | $ 4,000 | $ 4,000 | |||||||||||||||||||
Mr. Charles F. Hyatt [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Shares issued for cash, shares | 10,000,000 | 10,000,000 | |||||||||||||||||||
Warrant exercise price | $ 0.025 | $ 0.025 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 250,000 | $ 250,000 | |||||||||||||||||||
Ms Grace Hyatt [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Shares issued for cash, shares | 600,000 | 600,000 | |||||||||||||||||||
Warrant exercise price | $ 0.025 | $ 0.025 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 15,000 | $ 15,000 | |||||||||||||||||||
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares outstanding | 425,000 | 425,000 | 425,000 | ||||||||||||||||||
Two Employees [Member] | Option Grant Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock option expense | $ 483 | ||||||||||||||||||||
Three Accredited Investors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Shares issued for cash, shares | 4,000,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.025 | ||||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | ||||||||||||||||||||
Law Firm [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock issued for compensation, shares | 1,000,000 | ||||||||||||||||||||
Common stock issued for compensation | $ 27,500 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | Jan. 17, 2022USD ($)shares | Sep. 03, 2021USD ($)$ / sharesshares | Aug. 06, 2021 | Aug. 01, 2021USD ($)$ / sharesshares | Jul. 12, 2021USD ($) | Mar. 01, 2021USD ($)shares | Nov. 05, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 09, 2020USD ($) | Nov. 11, 2018USD ($)ft² | Jan. 04, 2018USD ($) | Dec. 01, 2016USD ($) | Aug. 14, 2014USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Nov. 05, 2021$ / sharesshares | Aug. 02, 2021shares | May 06, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 69 months | 61 months | 37 months | |||||||||||||||||
Payment of security deposit | $ 8,450 | $ 5,367 | ||||||||||||||||||
Payments for Rent | $ 4,848 | $ 9,300 | $ 4,626 | $ 4,000 | ||||||||||||||||
Percentage of annual operating expenses | 10.11% | 10.76% | ||||||||||||||||||
Rent expense | $ 1,679 | $ 2,000 | ||||||||||||||||||
Expiration date | Sep. 30, 2024 | |||||||||||||||||||
Rent increased percentage | 3.00% | 2.50% | 3.00% | |||||||||||||||||
Area of Land | ft² | 8,025 | |||||||||||||||||||
Security Deposit | $ 6,527 | |||||||||||||||||||
Royalty increased percentage | 2.15% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 233,203,266 | 233,128,266 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.0362 | $ 0.0362 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 11 months 23 days | |||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 4,142 | |||||||||||||||||||
Accrued Professional Fees, Current | $ 15,870.97 | |||||||||||||||||||
Payments for Legal Settlements | $ 10,000 | |||||||||||||||||||
Estimated Litigation Liability | 1,000 | |||||||||||||||||||
August 2020 to July 2021 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Billed amount | $ 8,840 | |||||||||||||||||||
Crone Law Group [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Payments for Rent | $ 3,000 | |||||||||||||||||||
Shares issued | shares | 1,000,000 | |||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 27,500 | |||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum royalty | $ 60,000 | $ 15,000 | ||||||||||||||||||
Payments for Royalties | 43,608 | $ 13,704 | ||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2024 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Increases in minimum royalty | 60,000 | |||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Obligation to pay royalty | 180,000 | |||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Obligation to pay royalty | $ 200,174 | |||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Year 2022 Through 2024 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum royalty | 60,000 | |||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Quarter 2022 Through 2024 [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Minimum royalty | 15,000 | |||||||||||||||||||
Constable Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | |||||||||||||||||||
Payments for Repurchase of Common Stock | $ 100,000 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 5,434,783 | 2,403,846 | ||||||||||||||||||
Exercise price | $ / shares | $ 0.0184 | $ 0.0401 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 20,000,000 | |||||||||||||||||||
Constable Employment Agreement [Member] | Four Year Stock Option [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 2,000,000 | |||||||||||||||||||
Stock or Asset Acquisition of Third Party | $ 5,000,000 | |||||||||||||||||||
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters One [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 3,000,000 | |||||||||||||||||||
Aggregate Value of Excess of Net Revenue | $ 7,500,000 | |||||||||||||||||||
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters Two [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 5,000,000 | |||||||||||||||||||
Aggregate Value of Excess of Net Revenue | $ 10,000,000 | |||||||||||||||||||
Investor Relation Consulting Agreement [Member] | BMG Equity Partners, LLC [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Shares issued | shares | 3,000,000 | |||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 120,000 | |||||||||||||||||||
Blake Carmichael Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 120,000 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 3,759,400 | |||||||||||||||||||
Exercise price | $ / shares | $ 0.0399 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||
Stock options description | 33.3% of which stock vests immediately, 33.3% vests on the second anniversary, and 33.3% on the third anniversary of the agreement | |||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 49,692 | |||||||||||||||||||
Blake Carmichael Agreement One [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.0399 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||
Blake Carmichael Agreement One [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 18,000,000 | 18,000,000 | ||||||||||||||||||
Merger Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock options description | The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate purchase price consideration and six percent on the aggregate purchase price consideration above two million dollars for any merger or acquisition target sourced by Newbridge | |||||||||||||||||||
Buban Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 110,000 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 300,000 | |||||||||||||||||||
Exercise price | $ / shares | $ 0.053 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 10,800 | $ 1,977 | ||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.0531 | |||||||||||||||||||
Buban Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 7,110,000 | |||||||||||||||||||
Buban Agreement [Member] | Five Year Stock Option [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.0531 | |||||||||||||||||||
Buban Agreement One [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.0531 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Net Revenues | $ 1,974,969 | $ 950,769 | |
Cost of Revenue | (1,299,209) | (639,797) | |
Gross Profit | 675,760 | 310,972 | |
Depreciation | 33,859 | 6,230 | |
Income (Loss) from operations | (433,899) | (447,170) | |
Total Assets | 4,920,451 | 2,280,987 | $ 4,673,961 |
Legacy SSA Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Net Revenues | 581,109 | 466,043 | |
Cost of Revenue | (461,958) | (369,826) | |
Gross Profit | 119,151 | 96,217 | |
Depreciation | 4,370 | 3,812 | |
Income (Loss) from operations | (369,590) | (444,151) | |
Total Assets | 1,427,324 | 1,503,762 | |
High Pressure Gas Systems [Member] | |||
Revenue from External Customer [Line Items] | |||
Net Revenues | 276,817 | 150,128 | |
Cost of Revenue | (160,791) | (81,178) | |
Gross Profit | 116,026 | 68,950 | |
Depreciation | |||
Income (Loss) from operations | 40,459 | 9,366 | |
Total Assets | 460,496 | 265,604 | |
Ultra Portable Tankless Dive Systems [Member] | |||
Revenue from External Customer [Line Items] | |||
Net Revenues | 794,587 | 334,598 | |
Cost of Revenue | (416,958) | (188,793) | |
Gross Profit | 377,629 | 145,805 | |
Depreciation | 4,478 | 2,418 | |
Income (Loss) from operations | 16,762 | (12,385) | |
Total Assets | 1,037,192 | 511,621 | |
Redundant Air Tank Systems [Member] | |||
Revenue from External Customer [Line Items] | |||
Net Revenues | 322,456 | ||
Cost of Revenue | (259,502) | ||
Gross Profit | 62,952 | ||
Depreciation | 25,011 | ||
Income (Loss) from operations | (121,530) | ||
Total Assets | $ 1,995,439 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended |
Mar. 31, 2022Integer | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Gold Coast Scuba LLC [Member] - USD ($) | May 02, 2022 | May 12, 2022 |
Subsequent Event [Line Items] | ||
Total consideration | $ 150,000 | |
Number of shares issued in acquisition | 3,084,831 | |
Shares issued price per share | $ 0.0389 | |
Cash paid for acquisition | $ 30,000 | |
Consideration shares description | The Consideration Shares are subject to a leak-out restriction which provides that (i) up to 25% of such Consideration Shares may be sold after November 2, 2022; (ii) an additional 25% may be sold after February 2, 2023; and (iii) the balance may be sold after May 2, 2023. The Company may waive these restrictions if the Company’s common stock is trading on either the NYSE American or Nasdaq and has a rolling thirty-day average trading volume of $50,000 in trading volume per day. If the Company waives the leak-out restriction, only Consideration Shares of up to 5% of the previous days total volume may be sold in one day, and the may only be sold through executing trades “on the offer |