Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | BESPOKE EXTRACTS, INC. | ||
Entity Central Index Key | 0001409197 | ||
Entity File Number | 000-52759 | ||
Entity Tax Identification Number | 20-4743354 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 1.3 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 12001 E. 33rd Avenue | ||
Entity Address, Address Line Two | Unit O | ||
Entity Address, City or Town | Aurora | ||
Entity Address, Country | CO | ||
Entity Address, Postal Zip Code | 80010 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (720) | ||
Local Phone Number | 949-1143 | ||
Entity Listings [Line Items] | |||
No Trading Symbol Flag | true | ||
Title of 12(g) Security | Common Stock, par value $0.001 per share | ||
Entity Common Stock, Shares Outstanding | 10,168,552 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | ASSURANCE DIMENSIONS |
Auditor Firm ID | 5036 |
Auditor Location | Margate, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 6,607 | $ 24,433 |
Accounts receivable, net | 45,226 | |
Prepaid stock awards | 9,206 | 80,113 |
Prepaid expense | 5,000 | 7,186 |
Inventory, net | 15,800 | |
Total current assets | 81,839 | 111,732 |
Furniture and equipment, net | 40,979 | 9,947 |
License | 10,000 | |
Right of use asset | 209,542 | 275,912 |
Deposits | 12,000 | 12,000 |
Total assets | 354,360 | 409,591 |
Current liabilities | ||
Accounts payable and accrued liabilities | 961,255 | 295,818 |
Inventory earn-out | 90,000 | |
Operating lease liability | 64,330 | 64,330 |
Total current liabilities | 1,078,957 | 865,648 |
Note payable - related party | 849,500 | |
Long-Term Operating Lease Liability | 150,460 | 216,039 |
Total liabilities | 2,078,917 | 1,081,687 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Common stock, $0.001 par value: 3,000,000,000 authorized; 10,168,552 and 9,945,997 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 10,166 | 9,944 |
Additional paid-in capital | 23,631,918 | 23,201,758 |
Accumulated deficit | (25,366,641) | (23,883,798) |
Total stockholders’ deficit | (1,724,557) | (672,096) |
Total liabilities and stockholders’ deficit | 354,360 | 409,591 |
Series C Preferred Stock | ||
Stockholders’ Deficit | ||
Preferred stock, value | ||
Advances - related party | ||
Current liabilities | ||
Advances - related party | $ 53,372 | $ 415,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, share authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 10,168,552 | 9,945,997 |
Common stock, shares outstanding | 10,168,552 | 9,945,997 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, share issued | 1 | 1 |
Preferred stock, share outstanding | 1 | 1 |
Preferred stock, designated share | 1 | 1 |
Preferred stock, share stated value | 24,000 | 24,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 785,453 | $ 3,407 |
Cost of products sold | 442,289 | 1,149 |
Gross Profit | 343,164 | 2,258 |
Operating expenses: | ||
Selling, general and administrative expenses | 1,586,666 | 3,742,275 |
Professional fees | 192,476 | 155,888 |
Consulting | 36,000 | 124,750 |
Total operating expenses | 1,815,142 | 4,022,913 |
Loss from operations | (1,471,978) | (4,020,655) |
Other income / (expenses) | ||
Interest expense | (10,865) | 197 |
Interest income | 931 | |
Earnout expense | (15,000) | |
Reserve for notes receivable to WonderLeaf | (45,931) | |
Reserve for advances to WonderLeaf | (35,769) | |
Total other (expense) / income | (10,865) | (95,572) |
Loss before income tax | (1,482,843) | (4,116,227) |
Provision for income tax | ||
Net Loss | $ (1,482,843) | $ (4,116,227) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||
Basic (in Shares) | 10,168,552 | 9,367,458 |
NET LOSS PER COMMON SHARE OUTSTANDING | ||
Basic (in Dollars per share) | $ (0.15) | $ (0.44) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted | 10,168,552 | 9,367,458 |
Diluted | $ (0.15) | $ (0.44) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Deficit - USD ($) | Preferred Shares | Common Shares | Additional Paid-in Capital | Common Stock Shares to be Issued | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 8,142 | $ 21,741,403 | $ 7,987 | $ (19,767,571) | $ 1,989,961 | |
Balance (in Shares) at Dec. 31, 2021 | 1 | 8,141,965 | 6,478 | |||
Payment of capital contribution | 4,793 | 4,793 | ||||
Shares issued for services | $ 6 | 7,981 | $ (7,987) | |||
Shares issued for services (in Shares) | 6,478 | (6,478) | ||||
Stock based compensation | $ 267 | 1,104,660 | 1,104,927 | |||
Stock based compensation (in Shares) | 266,667 | |||||
Common stock issued for cash | $ 1,529 | 342,921 | 344,450 | |||
Common stock issued for cash (in Shares) | 1,530,887 | |||||
Net loss | (4,116,227) | (4,116,227) | ||||
Balance at Dec. 31, 2022 | $ 9,944 | 23,201,758 | (23,883,798) | (672,096) | ||
Balance (in Shares) at Dec. 31, 2022 | 1 | 9,945,997 | ||||
Purchase Wonderleaf | $ 222 | 49,778 | 50,000 | |||
Purchase Wonderleaf (in Shares) | 222,223 | |||||
Stock based compensation and stock option expense | 380,382 | 380,382 | ||||
Net loss | (1,482,843) | (1,482,843) | ||||
Balance at Dec. 31, 2023 | $ 10,166 | $ 23,631,918 | $ (25,366,641) | $ (1,724,557) | ||
Balance (in Shares) at Dec. 31, 2023 | 1 | 10,168,552 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (1,482,843) | $ (4,116,227) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Inventory reserve | 40,393 | |
Depreciation | 8,968 | |
Bad debt expense | 3,636 | |
Reserve for notes receivable and advances Wonderleaf | 46,825 | |
Interest receivable – WonderLeaf | 81,700 | |
Amortization of right of use asset, net | 66,370 | (931) |
Amortization expense for prepaid consulting shares | 70,907 | |
Stock based compensation and stock option expense | 380,382 | 2,955,500 |
Inventory earnout | 15,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (45,226) | |
Prepaid expenses | 2,186 | (747) |
Inventory | (56,193) | |
Accounts payable and accrued liabilities | 665,437 | 213,086 |
Operating lease liability, net | (65,579) | 4,091 |
Net Cash (used in) operating activities | (415,198) | (798,067) |
Cash flows from investing activities | ||
Advances to Wonderleaf | (35,769) | |
Note receivable Wonderleaf funded | (45,000) | |
Purchase of equipment | (7,202) | |
Net cash used in investing activities | (87,971) | |
Cash flow from financing activities | ||
Payment of capital contribution | 4,793 | |
Payment of inventory earnout | (90,000) | |
Proceeds from issuance of note payable - related party | 434,000 | 415,500 |
Proceeds from advances - related party | 53,372 | |
Repayment of note payable - related party | (2,500) | |
Proceeds from issuance of units | 344,450 | |
Net cash provided by financing activities | 397,372 | 762,243 |
Net increase / (decrease) in cash | (17,826) | (123,795) |
Cash at beginning of period | 24,433 | 148,228 |
Cash at end of period | 6,607 | 24,433 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Noncash investing and financing activities: | ||
Stock issued to Wonderleaf for fixed assets and license | 50,000 | |
Stock issued for prepaid consulting | $ 116,499 |
Nature of Operations, Significa
Nature of Operations, Significant Accounting Policies and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations, Significant Accounting Policies and Going Concern [Abstract] | |
NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN | 1. NATURE OF OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN Nature of Business Operations Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on operating in the regulated cannabis markets in the United States. Through Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), we operate a marijuana infused products production facility in Aurora, Colorado. On December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”).. On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets and the change of control was approved by the Colorado Marijuana Enforcement Division for 222,223 shares of common stock Principles of Consolidation The accompanying consolidated unaudited financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Colorado. All inter-company balances have been eliminated. Going Concern The accompanying consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $415,198 for the year ended December 31, 2023, and a working capital deficit of $997,118 and accumulated deficit of $25,366,641, as of December 31, 2023. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At December 31, 2023 and 2022, the Company did not have any cash equivalents. The Company did not have any cash in excess of FDIC limits of $250,000 at any single bank. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, inventory, fixed assets, licenses, and other assets, accounts payable, accrued liabilities, and notes payable approximate their fair values as of December 31, 2023 and 2022, respectively, because of their short-term natures and the Company’s borrowing rate of interest. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 14 or net 30 days. Once collection efforts by the Company, the determination for charging off uncollectible receivables is made. At December 31, 2023 and 2022, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively. Inventory, Net Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin. As of December 31, 2023 and 2022, inventory amounted to $15,800, and $0 Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Schedule of Estimated useful Lives of Property and Equipment Furniture and Equipment 5 years License License represents the Colorado license for distributing cannabis. Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Our products are sold directly to licensed marijuana dispensaries in Colorado. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment or within 14 to 30 days. At December 31, 2023, two customers amounted to 19.4% and 14.9%, or 34.3% of accounts receivable. During the year ended December 31, 2022 no customer amounted to over 10% of the total accounts receivable. Stock Based Compensation Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718 , Compensation-Stock Compensation, Net Income / (Loss) per Share Basic income / (loss) per share amounts are computed based on net income / (loss) divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. The effect of 29,876 warrants and 1,023,341 options is anti-dilutive for the year ended December 31, 2023 as they are not in the money. The effect of 438,723 warrants and 1,246,341 options is anti-dilutive for the year ended December 31, 2022 as they are not in the money. Reverse Stock Split On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior equity amounts have been presented to reflect this split. Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Income Taxes We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets. |
Asset Purchase Agreement
Asset Purchase Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Asset Purchase Agreement [Abstract] | |
ASSET PURCHASE AGREEMENT | 2. ASSET PURCHASE AGREEMENT On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock Pursuant to ASU 2017-01 and ASC 805, the Company analyzed the business of Wonderleaf to determine if the Company acquired a business or acquired assets. Based on this analysis, the Company determined that it acquired assets. No goodwill was recorded since the purchase was accounted for as an asset purchase. In accordance with ASC 805, the fair value of the assets acquired is based on either the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident, and thus, more reliably measurable. The Company used the market price of the 222,223 common shares issued of $50,000 as the fair value of the assets acquired since this value was more clearly evident, and thus, more reliably measurable than the fair value of the license and fixed assets acquired. Company management determined if the Company acquired a business or acquired assets. The FASB issued new guidance (ASU 2017-01) that changed the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If it’s not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. Under the ASU, a set is not a business when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. Pursuant to 805-10-55-83, the Company first considered the guidance in paragraphs 805-10-55-5A through 55-5C. The identifiable assets that could be recognized in the purchase only included the license and fixed assets. Accordingly, the transaction was not considered a business. The monetary value of the 222,223 shares is deemed by the Company to be $50,000 in accordance with Accounting Standards Codification (“ASC”) 805-50-30 “Business Combinations”, the Company determined that if the consideration paid is not in the form of cash, the measurement may be based on either (i) the cost which is measured based on the fair value of the consideration given or (ii) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. No goodwill should be recorded since the WPA was accounting for as an asset purchase. The Company determined that the fair value of the common shares issued was a better indicator which is more reliably measurable. The Company assigned a value of $10,000 to the licenses and $40,000 to the fixed assets acquired. |
Inventory Earn-Out
Inventory Earn-Out | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Earn-Out [Abstract] | |
INVENTORY EARN-OUT | 3. INVENTORY EARN-OUT As described in Note 9, in exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company, and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. As of December 31, 2022 no amounts had been paid. The inventory earn-out agreement was amended on November 11, 2022 such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the year ended December 31, 2023 the amount was paid. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable [Abstract] | |
NOTE RECEIVABLE | 4. NOTE RECEIVABLE On January 19, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matured on January 18, 2023. On February 8, 2022 the Company loaned WonderLeaf $10,000, pursuant to a promissory note. The note bears interest at 5% annually and matured on February 8, 2023. On October 25, 2022 the Company loaned WonderLeaf $25,000, pursuant to a promissory note. The note bears interest at 5% annually and matured on February 8, 2023. As of December 31, 2022 accrued interest on the notes receivable amounted to $931. At December 31, 2022 the Company recorded a reserve of $45,931 for the promissory notes and accrued interest. |
Furniture and Equipment
Furniture and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Furniture and Equipment. [Abstract] | |
FURNITURE AND EQUIPMENT | NOTE 5 – FURNITURE AND EQUIPMENT. Machinery and equipment consisted of the following at: Schedule of Machinery and Equipment December 31, December 31, Furniture and equipment $ 2,745 $ 2,745 Machinery and Equipment 47,202 7,202 Fixed assets, total 49,947 9,947 Total: accumulated depreciation (8,968 ) - Fixed assets, net $ 40,979 $ 9,947 Depreciation expense for the years ended December 31, 2023 and 2022 were $8,968 and $0 |
Note Payable _ Related Party
Note Payable – Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable - Related Party [Abstract] | |
NOTE PAYABLE – RELATED PARTY | 6. NOTE PAYABLE – RELATED PARTY During the year ended December 31, 2023, Infinity Management, LLC an affiliate of Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $469,954. On September 5, 2023 $849,500 of notes payable were converted into a 5.0% interest bearing note due June 30, 2025 (the “Infinity Note”). In addition, repayment of the Infinity Note will be due out of the proceeds of a new debt or equity capital raise with net proceeds of more than $2,000,000. As of December 31, 2023 and 2022 the amount owed Infinity Management, LLC is $902,872 and $415,500, respectively. During the year ended December 31, 2023 the Company received additional advances from Infinity Management, LLC. of $53,372. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 7. LEASES In connection with the WonderLeaf Purchase Agreement, Bespoke Colorado entered into a lease agreement (the “Lease”) with WL Holdings, Ltd. (“WL Holdings”) in December 2021. Pursuant to the Lease, Bespoke Colorado will lease from WL Holdings certain commercial space in Aurora, Colorado, where WonderLeaf’s business has been located, commencing upon signing of the Lease and Wonderleaf Purchase Agreement, for a term of five years, which Bespoke Colorado will have an option to renew for an additional five years. Monthly rent under the Lease will start at $6,000. The Lease grants the Company an option to purchase the property for $600,000. The Company has not decided whether it will exercise either option. Supplemental balance sheet information related to leases was as follows: December 31, Operating Leases Classification 2022 Right-of-use assets Right of use assets $ 275,912 Current lease liabilities Current operating lease liabilities 64,330 Non-current lease liabilities Long-term operating lease liabilities 216,039 Total lease liabilities $ 280,369 Lease term and discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 3.94 Weighted average discount rate 4 % The component of lease costs was as follows: Year ended 2022 Operating lease cost $ 76,372 Variable lease cost (1) 4,200 Total lease costs $ 80,572 (1) Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. Supplemental disclosures of cash flow information related to leases were as follows: Lease term and discount rate were as follows: December 31, 2023 Weighted average remaining lease term (years) 2.84 Weighted average discount rate 4 % The component of lease costs was as follows: Year ended 2023 Operating lease cost $ 76,392 Variable lease cost (1) 4,200 Total lease costs $ 60,444 (1) Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2023 Cash paid for operating lease liabilities $ - Maturities of lease liabilities were as follows as of December 31, 2023: Operating Leases 2024 $ 75,915 2025 79,380 2026 72,765 Total undiscounted lease payments 228,060 Less: Present value discount (13,090 ) Total Present value of lease liabilities $ 214,970 Operating Leases Classification December 31, Right-of-use assets Right of use assets $ 209,542 Current lease liabilities Current operating lease liabilities 64,330 Non-current lease liabilities Long-term operating lease liabilities 150,460 Total lease liabilities $ 214,790 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
EQUITY | 8. EQUITY Common Stock and Preferred Stock On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior amounts equity amounts have been presented to reflect this reverse split. As of December 31, 2023 and 2022, the Company’s authorized capital stock consists of 3,000,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001. 1,000 shares of preferred stock are designated as Series A Convertible Preferred Stock. No On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets for 222,223 shares of common stock On December 14, 2021, the board of directors of the Company adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to which up to an aggregate of 6,666,667 shares of common stock are available for issuance. Awards under the plan may include options (including incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance share awards, or other equity-based awards, each as defined under the 2021 Plan. Options awarded under the 2021 Plan are to have an exercise price of not less than 100% of the fair market value of the common stock on the grant date and a term of not more than ten years from the option grant date. On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock valued at $675,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company fully amortized the prepaid balance associated with the stock based compensation. During the years ended December 31, 2023 and 2022 the amount was amortized $0 and $643,562, respectively. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock valued at $1,350,000 ($1.35 per share), which vested one year from the date of grant. During the year ended December 31, 2022 the Company recorded $1,350,000 of prepaid expenses associated with the stock based compensation. During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,897 shares of common stock and warrants to purchase an aggregate of 1,530,897 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25. Effective August 1, 2022, the Company issued an aggregate of 266,667 shares of common stock to employees and consultants for services, including 155,556 shares that vest immediately, 55,556 shares that vested one year from the grant date, and 55,556 shares that will vest two years from the grant date. During the year ended December 31, 2022 the Company recorded an expense $1,104,928. For the year ended December 31, 2023 the Company recorded an expense of $70,907, respectively. As of December 31, 2023 and December 31, 2022 the Company had a prepaid stock award of $9,206 and $80,113. Warrants During the four months ended December 31, 2021, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 50,000,000 shares of common stock and warrants to purchase an aggregate of 12,500,000 shares of common stock, for an aggregate purchase price of $250,000 with offering costs of $10,000 for legal expenses. The warrants had a term of one year and an exercise price of $2.25. During the year ended December 31, 2022, the Company entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of 1,530,887 shares of common stock and warrants to purchase an aggregate of 382,722 shares of common stock, for an aggregate purchase price of $344,450. The warrants expired June 30, 2023 and had an exercise price of $2.25. The following table summarizes the warrant activities during the year ended December 31, 2023: Number of Weighted- Weighted- Outstanding at December 31, 2021 344,445 6.30 0.90 Granted 382,722 1.80 0.75 Canceled (288,444 ) 2.99 Outstanding at December 31, 2022 438,723 5.03 0.36 Granted - - - Canceled or expired (408,847 ) 0.95 - Outstanding at December 31, 2023 29,876 $ 25.24 1.21 years Exercisable at December 31, 2023 29,875 $ 25,.24 1.21 years Intrinsic value at December 31, 2023 $ - Options On December 14, 2021, the Company entered into an employment agreement with Hunter Garth, wherein the Company granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $450,000 using a Black-Scholes pricing model. During the year December 31, 2023 and 2022 the Company recorded $121,805 and $266,257, respectively of expenses associated with the vesting of these stock options. (See notes 9 and 10). On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, wherein the Company granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. The options were valued at $900,000 using a Black-Scholes pricing model On December 14, 2021, the Company issued to a consultant options to purchase 22,222 shares of common stock at an exercise price of $1.35. The options vest over a period of 3 months and have a term of 10 years. The options were valued at $30,000 using a Black-Scholes pricing model. During the year ended December 31, 2023 and 2022 the Company recorded $0 and $24,900, respectively of expenses associated with the vesting of these stock options. On August 17, 2023, the Company issued to several employees options to purchase a total of 222,500 shares of common stock at an exercise price of $0.20. The options vest over a period of 12 months and have a term of 5 years. The options were valued at $44,306 using a Black-Scholes pricing model. During the year ended December 31, 2023 the Company recorded $15,056 of expenses associated with the vesting of these stock options The following table summarizes the option activities during the year ended December 31 2023: Number of Weighted- Weighted- Outstanding at December 31, 2021 1,023,842 2.67 10 Granted - - - Canceled or expired - - - Exercised - - - Outstanding at December 31, 2022 1,023,842 $ 2.67 8.95 years Granted 222,500 $ 0.50 4.88 years Canceled or expired - - Exercised - - Outstanding at December 31, 2023 1,246,341 $ 2.67 7.36 years Exercisable at December 31, 2023 357,174 $ 2.19 7.94 years Intrinsic value at December 31, 2023 $ - The future expense as of December 31, 2023 is $172,752. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. During the year ended December 31, 2023, Michael Feinsod, the Company’s chief executive officer, loaned the Company an additional $487,372. As of December 31, 2023 and December 31, 2022 the amount owed Michael Feinsod is $902,872 and $415,500, respectively. All loans are payable upon demand. On September 5, 2023 $849,500 of notes payable were converted into a 5% interest bearing note due June 30, 2025. The note contains provisions whereby it is intended to be subordinate to any senior secured debt the Company may incur while it is outstanding. In addition, repayment of the note will be due in full out of the proceeds of a new debtor equity capital raise with net proceeds of more than $2,000,000. (See Note 6.) As of December 31, 2023 Michael Feinsod is owed a total of $206,772 of accrued salary and accounts payable of $156,944 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES In connection with a stock purchase agreement, on October 28, 2021, a convertible debenture with an original issue date of December 24, 2019, as amended by Amendment No. 1 thereto, dated May 28, 2020, Amendment No. 2 thereto, dated August 21, 2020, Amendment No. 3 thereto, dated December 10, 2020, Amendment No. 4 thereto, dated January 15, 2021, Amendment No. 5 thereto, dated April 2, 2021, and Amendment No. 6 thereto, dated August 2, 2021 (as amended, the “Debenture”) with an original principal amount of approximately $400,000 was terminated, and all amounts due and payable thereunder forgiven pursuant to a cancellation and satisfaction of debenture agreement entered into between the Company and the Debenture holder (the “Debt Cancellation Agreement”). In exchange for cancellation of the debt owed under the Debenture, the Company transferred to the holder certain domain names and agreed to pay the holder, beginning December 1, 2021, and on a monthly basis through August 31, 2022, 40% of the operating profit generated from sale of the existing CBD inventory of the Company (the “Inventory Earn Out”), and on August 31, 2022, to make a final payment equal to an amount of $75,000 minus the total of the monthly payments made under the Inventory Earn Out. The inventory earn-out agreement was amended on November 11, 2022 (see Note 3) such that the final payment under the inventory earn out was increased to $90,000 (less any payments previously made) and was due February 28, 2023. During the year ended December 31, 2023 the amount was paid. On December 14, 2021, the Company entered into an employment agreement with Hunter Garth. Pursuant to the employment agreement, Mr. Garth will serve as the Company’s president and will receive a base monthly salary of $8,000. The Company also granted to Mr. Garth, pursuant to the Company’s 2021 Equity Incentive Plan, 500,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 333,333 shares of common stock at an exercise price of $2.70 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Garth is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. On December 14, 2021, the Company entered into an employment agreement with Michael Feinsod, the Company’s chief executive officer and chairman. Pursuant to the employment agreement, Mr. Feinsod will continue to serve as the Company’s chief executive officer and chairman and will receive a base monthly salary of $10,000. The Company also granted to Mr. Feinsod, pursuant to the Company’s 2021 Equity Incentive Plan, 1,000,000 shares of restricted common stock, which vested one year from the date of grant, and ten-year options to purchase 666,667 shares of common stock at an exercise price of $0.06 (representing a 120% premium over the closing price of the common stock on December 13, 2021). One-third of the options will vest on each yearly anniversary of the date of grant. In the event that Mr. Feinsod is terminated without cause or resigns with good reason (each as defined in the employment agreement), he will be entitled to his monthly base salary for twelve months following such termination. On August 11, 2022, the Company and Bespoke Colorado entered into an asset purchase agreement with Osiris, LLC doing business as Best Day Ever (“BDE”) and Michael Gurtman. Pursuant to the purchase agreement, Bespoke Colorado agreed to purchase from BDE, and BDE agreed to sell to Bespoke Colorado, the assets of BDE, including certain licenses. The Company also agreed to assume certain leases, all as further set forth in the purchase agreement. As consideration for the acquisition of the assets, the Company agreed to issue 2,777,778 shares of common stock at the closing of the transaction. Closing of the purchase agreement was subject to receipt of certain governmental approvals and other customary closing conditions. The purchase agreement was terminated on November 18, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES FASB ASC 740, Income Taxes, At December 31, 2023 and December 31, 2022, respectively, the Company had approximately $7,293,000 and $6,277,000 of U.S. net operating loss carryforwards remaining, which expire beginning in 2033. Tax returns for the years ended August 31, 2022, 2021, 2020, 2019, and 2018, are subject to examination by the Internal Revenue Service. A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31: 2023 2022 Federal and state statutory taxes (21.00 )% (25.00 )% Change in tax rate estimate - % - % Permanent differences 3.52 % .28 % Change in valuation allowance 24.52 % 24.72 % - % - % In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2023 and 2022 and recorded a full valuation allowance. Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2023 2022 Deferred tax assets: Inventory impairment $ 21,179 $ 21,179 Bad debt expense 41,079 21,045 Net operating loss carryforward 1,650,169 1,401,034 Total deferred tax assets 1,712,427 1,443,258 Valuation allowance (1,712,427 ) (1,443,258 ) Total net deferred tax assets $ - $ - A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2023 and 2022 is set forth below: 2023 2022 Net loss $ (363,620 ) $ (1,009,374 ) Non-deductible expenses and other 94,451 756,935 Change in valuation allowance 269,170 252,756 Benefit from income taxes $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On February 16, 2024, the “Company” entered into and closed securities purchase agreements with investors pursuant to which the Company issued and sold to the investors an aggregate of $100,000 in 15% Senior Secured Notes due February 15, 2025 (the “Notes”), and warrants to purchase an aggregate of 100,000 shares of common stock, for an aggregate purchase price of $100,000. The Notes are senior in terms of priority and liquidation to all other existing debt obligations of the Company. The warrants have a term of two years and an exercise price of $0.11. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,482,843) | $ (4,116,227) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations, Significant Accounting Policies and Going Concern [Abstract] | |
Nature of Business Operations | Nature of Business Operations Bespoke Extracts, Inc. (the “Company”) is a Nevada corporation focused on operating in the regulated cannabis markets in the United States. Through Bespoke Extracts Colorado, LLC (“Bespoke Colorado”), we operate a marijuana infused products production facility in Aurora, Colorado. On December 2, 2021, Bespoke Colorado, a newly formed wholly-owned subsidiary of the Company entered into an asset purchase agreement with WonderLeaf, LLC (“WonderLeaf”), and on December 7, 2021, Bespoke Colorado and WonderLeaf entered into an amendment to such asset purchase agreement (as amended, the “WonderLeaf Purchase Agreement”).. On January 3, 2023, the Company completed the acquisition of the WonderLeaf assets and the change of control was approved by the Colorado Marijuana Enforcement Division for 222,223 shares of common stock |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated unaudited financial statements include the accounts of Bespoke Extracts, Inc., and its wholly owned subsidiary Bespoke Colorado. All inter-company balances have been eliminated. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming a continuation of the Company as a going concern. The Company had negative cash flows from operations of $415,198 for the year ended December 31, 2023, and a working capital deficit of $997,118 and accumulated deficit of $25,366,641, as of December 31, 2023. This raises substantial doubt about our ability to continue as a going concern for a period of one year from the date of these financial statements. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and accompanying notes. Significant estimates include the assumption used in the valuation of equity-based transactions, valuation of intangible assets, allowance for doubtful accounts and inventory valuation and reserves. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. At December 31, 2023 and 2022, the Company did not have any cash equivalents. The Company did not have any cash in excess of FDIC limits of $250,000 at any single bank. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, inventory, fixed assets, licenses, and other assets, accounts payable, accrued liabilities, and notes payable approximate their fair values as of December 31, 2023 and 2022, respectively, because of their short-term natures and the Company’s borrowing rate of interest. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. If market conditions decline, actual collection experience may not meet expectations and may result in decreased cash flows and increased bad debt expense. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 14 or net 30 days. Once collection efforts by the Company, the determination for charging off uncollectible receivables is made. At December 31, 2023 and 2022, the Company has recorded an allowance for doubtful accounts of $0 and $0, respectively. |
Inventory, Net | Inventory, Net Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out basis and net realizable value. Net realizable value is defined as sales price less cost of completion, disposition and transportation and a normal profit margin. As of December 31, 2023 and 2022, inventory amounted to $15,800, and $0 |
Property and equipment | Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Schedule of Estimated useful Lives of Property and Equipment Furniture and Equipment 5 years |
License | License License represents the Colorado license for distributing cannabis. |
Revenue Recognition | Revenue Recognition We account for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”. Revenue is measured based on the amount of consideration that we expect to receive, reduced by discounts and estimates for credits and returns (calculated based upon previous experience and management’s evaluation). Outbound shipping charged to customers is recognized at the time the related merchandise revenues are recognized and are included in net revenues. Inbound and outbound shipping and delivery costs are included in cost of revenues. Our products are sold directly to licensed marijuana dispensaries in Colorado. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due on the date of shipment or within 14 to 30 days. At December 31, 2023, two customers amounted to 19.4% and 14.9%, or 34.3% of accounts receivable. During the year ended December 31, 2022 no customer amounted to over 10% of the total accounts receivable. |
Stock Based Compensation | Stock Based Compensation Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable, and in accordance with FASB ASC 718 , Compensation-Stock Compensation, |
Net Income / (Loss) per Share | Net Income / (Loss) per Share Basic income / (loss) per share amounts are computed based on net income / (loss) divided by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. The effect of 29,876 warrants and 1,023,341 options is anti-dilutive for the year ended December 31, 2023 as they are not in the money. The effect of 438,723 warrants and 1,246,341 options is anti-dilutive for the year ended December 31, 2022 as they are not in the money. |
Reverse Stock Split | Reverse Stock Split On December 5, 2022 the Company approved an amendment to its articles of incorporation to effect a 45-to-1 reverse split of our common stock effective January 13, 2023. All prior equity amounts have been presented to reflect this split. |
Recent accounting pronouncements | Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. |
Income Taxes | Income Taxes We utilize the asset and liability method of accounting for income taxes. We recognize deferred tax liabilities or assets for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. We regularly assess the likelihood that our deferred tax assets will be recovered from future taxable income. We consider projected future taxable income and ongoing tax planning strategies in assessing the amount of the valuation allowance necessary to offset our deferred tax assets that will not be recoverable. We have recorded and continue to carry a full valuation allowance against our gross deferred tax assets that will not reverse against deferred tax liabilities within the scheduled reversal period. If we determine in the future that it is more likely than not that we will realize all or a portion of our deferred tax assets, we will adjust our valuation allowance in the period we make the determination. We expect to provide a full valuation allowance on our future tax benefits until we can sustain a level of profitability that demonstrates our ability to realize these assets. |
Nature of Operations, Signifi_2
Nature of Operations, Significant Accounting Policies and Going Concern (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations, Significant Accounting Policies and Going Concern [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives for significant property and equipment categories are as follows: Furniture and Equipment 5 years |
Furniture and Equipment (Tables
Furniture and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Furniture and Equipment. [Abstract] | |
Schedule of Machinery and Equipment | Machinery and equipment consisted of the following at: December 31, December 31, Furniture and equipment $ 2,745 $ 2,745 Machinery and Equipment 47,202 7,202 Fixed assets, total 49,947 9,947 Total: accumulated depreciation (8,968 ) - Fixed assets, net $ 40,979 $ 9,947 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: December 31, Operating Leases Classification 2022 Right-of-use assets Right of use assets $ 275,912 Current lease liabilities Current operating lease liabilities 64,330 Non-current lease liabilities Long-term operating lease liabilities 216,039 Total lease liabilities $ 280,369 Operating Leases Classification December 31, Right-of-use assets Right of use assets $ 209,542 Current lease liabilities Current operating lease liabilities 64,330 Non-current lease liabilities Long-term operating lease liabilities 150,460 Total lease liabilities $ 214,790 |
Schedule of Lease Term and Discount Rate | Lease term and discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 3.94 Weighted average discount rate 4 % December 31, 2023 Weighted average remaining lease term (years) 2.84 Weighted average discount rate 4 % |
Schedule of Lease Costs | The component of lease costs was as follows: Year ended 2022 Operating lease cost $ 76,372 Variable lease cost (1) 4,200 Total lease costs $ 80,572 (1) Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. Year ended 2023 Operating lease cost $ 76,392 Variable lease cost (1) 4,200 Total lease costs $ 60,444 |
Schedule of Supplemental Disclosures of Cash Flow Information | Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2023 Cash paid for operating lease liabilities $ - |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows as of December 31, 2023: Operating Leases 2024 $ 75,915 2025 79,380 2026 72,765 Total undiscounted lease payments 228,060 Less: Present value discount (13,090 ) Total Present value of lease liabilities $ 214,970 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Activities | The following table summarizes the warrant activities during the year ended December 31, 2023: Number of Weighted- Weighted- Outstanding at December 31, 2021 344,445 6.30 0.90 Granted 382,722 1.80 0.75 Canceled (288,444 ) 2.99 Outstanding at December 31, 2022 438,723 5.03 0.36 Granted - - - Canceled or expired (408,847 ) 0.95 - Outstanding at December 31, 2023 29,876 $ 25.24 1.21 years Exercisable at December 31, 2023 29,875 $ 25,.24 1.21 years Intrinsic value at December 31, 2023 $ - |
Schedule of Option Activities | The following table summarizes the option activities during the year ended December 31 2023: Number of Weighted- Weighted- Outstanding at December 31, 2021 1,023,842 2.67 10 Granted - - - Canceled or expired - - - Exercised - - - Outstanding at December 31, 2022 1,023,842 $ 2.67 8.95 years Granted 222,500 $ 0.50 4.88 years Canceled or expired - - Exercised - - Outstanding at December 31, 2023 1,246,341 $ 2.67 7.36 years Exercisable at December 31, 2023 357,174 $ 2.19 7.94 years Intrinsic value at December 31, 2023 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of the Expected Income Tax Benefit at the U.S. Federal Income Tax Rate | A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31: 2023 2022 Federal and state statutory taxes (21.00 )% (25.00 )% Change in tax rate estimate - % - % Permanent differences 3.52 % .28 % Change in valuation allowance 24.52 % 24.72 % - % - % |
Schedule of Components of Net Deferred Tax Assets | Components of net deferred tax assets, including a valuation allowance, are as follows at December 31: 2023 2022 Deferred tax assets: Inventory impairment $ 21,179 $ 21,179 Bad debt expense 41,079 21,045 Net operating loss carryforward 1,650,169 1,401,034 Total deferred tax assets 1,712,427 1,443,258 Valuation allowance (1,712,427 ) (1,443,258 ) Total net deferred tax assets $ - $ - |
Schedule of Reconciliation of the Expected Income Tax Benefit at the U.S. Federal Income Tax Rate | A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended December 31, 2023 and 2022 is set forth below: 2023 2022 Net loss $ (363,620 ) $ (1,009,374 ) Non-deductible expenses and other 94,451 756,935 Change in valuation allowance 269,170 252,756 Benefit from income taxes $ - $ - |
Nature of Operations, Signifi_3
Nature of Operations, Significant Accounting Policies and Going Concern (Details) | 12 Months Ended | ||
Jan. 03, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Shares of common stock (in Shares) | shares | 222,223 | ||
Common stock valued | $ 50,000 | ||
Common stock per share (in Dollars per share) | $ / shares | $ 0.225 | ||
Negative cash flows from operations | $ (415,198) | $ (798,067) | |
Working capital deficit | 997,118 | ||
Accumulated deficit | 25,366,641 | ||
FDIC limit | 250,000 | ||
Allowance for doubtful accounts | 0 | 0 | |
Inventory | 15,800 | ||
Inventory finished goods | 0 | 0 | |
Raw material, net reserve | $ 15,800 | $ 0 | |
Warrant [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Option anti-dilutive shares (in Shares) | shares | 29,876 | ||
Warrant [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Option anti-dilutive shares (in Shares) | shares | 1,246,341 | ||
Shares options (in Shares) | shares | 438,723 | ||
Equity Option [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Option anti-dilutive shares (in Shares) | shares | 1,023,341 | ||
Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Risk percentage | 34.30% | ||
Customer Two [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Number of customer | 2 | ||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Risk percentage | 14.90% | ||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Nature of Operations, Significant Accounting Policies and Going Concern [Line Items] | |||
Risk percentage | 19.40% |
Nature of Operations, Signifi_4
Nature of Operations, Significant Accounting Policies and Going Concern (Details) - Schedule of Estimated Useful Lives of Property and Equipment | Dec. 31, 2022 |
Schedule of Estimated Useful Lives of Property and Equipment [Abstract] | |
Furniture and Equipment | 5 years |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jan. 03, 2023 | |
Asset Purchase Agreement Details [Abstract] | ||
Common shares issued (in Shares) | 222,223 | 222,223 |
Common stock value | $ 50,000 | |
Per share value (in Dollars per share) | $ 0.225 | |
Fair value | $ 50,000 | |
Consideration paid | 50,000 | |
Licenses amount | 10,000 | |
Fixed assets acquired | $ 40,000 | |
Common Stock [Member] | ||
Asset Purchase Agreement Details [Abstract] | ||
Common shares issued (in Shares) | 222,223 |
Inventory Earn-Out (Details)
Inventory Earn-Out (Details) - USD ($) | Nov. 11, 2022 | Aug. 31, 2022 |
Inventory Earn-Out [Abstract] | ||
Operating profit, sale percentage | 40% | |
Monthly inventory earn out | $ 90,000 | $ 75,000 |
Note Receivable (Details)
Note Receivable (Details) - USD ($) | 12 Months Ended | |||
Oct. 25, 2022 | Feb. 08, 2022 | Jan. 19, 2022 | Dec. 31, 2022 | |
Note Receivable [Line Items] | ||||
Promissory note | $ 25,000 | $ 10,000 | $ 10,000 | |
Accrued interest on notes receivable | $ 931 | |||
Promissory note | $ 45,931 | |||
Note Receivable [Member] | ||||
Note Receivable [Line Items] | ||||
Bears interest rate | 5% | 5% | 5% | |
Maturity date | Feb. 08, 2023 | Feb. 08, 2023 | Jan. 18, 2023 |
Furniture and Equipment (Detail
Furniture and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Furniture and Equipment [Line Items] | ||
Depreciation expense | $ 8,968 |
Furniture and Equipment (Deta_2
Furniture and Equipment (Details) - Schedule of Machinery and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Machinery and Equipment [Abstract] | ||
Fixed assets, total | $ 49,947 | $ 9,947 |
Total: accumulated depreciation | (8,968) | |
Fixed assets, net | 40,979 | 9,947 |
Furniture and equipment [Member] | ||
Schedule of Machinery and Equipment [Abstract] | ||
Fixed assets, total | 2,745 | 2,745 |
Machinery and Equipment [Member] | ||
Schedule of Machinery and Equipment [Abstract] | ||
Fixed assets, total | $ 47,202 | $ 7,202 |
Note Payable _ Related Party (D
Note Payable – Related Party (Details) - USD ($) | Dec. 31, 2023 | Sep. 05, 2023 | Dec. 31, 2022 |
Note Payable - Related Party [Abstract] | |||
Executive officer | $ 469,954 | ||
Notes payable | $ 849,500 | ||
Percentage of interest bearing | 5% | ||
Net proceed | 2,000,000 | ||
Loan amount owed | 902,872 | $ 415,500 | |
Company received additional advances | $ 53,372 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Lease term | 5 years |
Renew for an additional term | 5 years |
Rent amount | $ 6,000 |
Purchase of property | $ 600,000 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Supplemental Balance Sheet Information - Operating Segments [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases (Details) - Schedule of Supplemental Balance Sheet Information [Line Items] | ||
Right-of-use assets, Classification | Right of use assets | Right of use assets |
Right-of-use assets | $ 209,542 | $ 275,912 |
Current lease liabilities, Classification | Current operating lease liabilities | Current operating lease liabilities |
Current lease liabilities | $ 64,330 | $ 64,330 |
Non-current lease liabilities, Classification | Long-term operating lease liabilities | Long-term operating lease liabilities |
Non-current lease liabilities | $ 150,460 | $ 216,039 |
Total lease liabilities | $ 214,790 | $ 280,369 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Term and Discount Rate | Dec. 31, 2023 | Dec. 31, 2022 |
2022 | ||
Weighted average remaining lease term (years) | 2 years 10 months 2 days | 3 years 11 months 8 days |
Weighted average discount rate | 4% | 4% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Lease Costs [Abstract] | |||
Operating lease cost | $ 76,392 | $ 76,372 | |
Variable lease cost | [1] | 4,200 | 4,200 |
Total lease costs | $ 60,444 | $ 80,572 | |
[1] Variable lease cost primarily relates to common area maintenance, property taxes and insurance on leased real estate. |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Supplemental Disclosures of Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Supplemental Disclosures of Cash Flow Information [Abstract] | |
Cash paid for operating lease liabilities |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Maturities of Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of Maturities of Lease Liabilities [Abstract] | |
2024 | $ 75,915 |
2025 | 79,380 |
2026 | 72,765 |
Total undiscounted lease payments | 228,060 |
Less: Present value discount | (13,090) |
Total Present value of lease liabilities | $ 214,970 |
Equity (Details)
Equity (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |||||||
Aug. 17, 2023 | Jun. 30, 2023 | Jan. 03, 2023 | Aug. 01, 2022 | Dec. 14, 2021 | Dec. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Line Items] | |||||||||
Reverse Stock Split | 45-to-1 | ||||||||
Common stock, shares authorized (in Shares) | 3,000,000,000 | 3,000,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized (in Shares) | 50,000,000 | 50,000,000 | |||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued (in Shares) | 1 | 1 | |||||||
Preferred stock, shares outstanding (in Shares) | 1 | 1 | |||||||
Shares of common stock (in Shares) | 222,223 | ||||||||
Common stock valued | $ 50,000 | ||||||||
Common stock per share (in Dollars per share) | $ 0.225 | ||||||||
Vesting period | 5 years | ||||||||
Shares issued to investors (in Shares) | 50,000,000 | 1,530,897 | |||||||
Warrants to purchase (in Shares) | 1,530,897 | ||||||||
Warrant purchase price | $ 250,000 | $ 344,450 | |||||||
Warrants expired date | Jun. 30, 2023 | ||||||||
Exercise price (in Dollars per share) | $ 2.25 | $ 2.25 | |||||||
Shares of common stock (in Shares) | 266,667 | ||||||||
Vest shares (in Shares) | 155,556 | ||||||||
Expenses | $ 1,104,928 | ||||||||
Expense amount | $ 70,907 | ||||||||
Prepaid stock award | 9,206 | 80,113 | |||||||
Shares sold to investors (in Shares) | 12,500,000 | ||||||||
Legal expenses | $ 10,000 | ||||||||
Warrants term | 1 year | ||||||||
Aggregate purchase price of common stock | $ 344,450 | ||||||||
Option valued amount | 900,000 | ||||||||
Stock based compensation expenses | 15,056 | ||||||||
Options to purchase (in Shares) | 222,500 | 22,222 | |||||||
Options exercise price (in Dollars per share) | $ 0.2 | $ 1.35 | |||||||
Options vest valued | $ 44,306 | $ 30,000 | |||||||
Future expense | $ 172,752 | ||||||||
2021 Equity Incentive Plan [Member] | |||||||||
Equity [Line Items] | |||||||||
Sale of stock, number of shares issued (in Shares) | 6,666,667 | ||||||||
Fair market value of common stock, percentage | 100% | ||||||||
Option grant date term | 10 years | ||||||||
Vest One [Member] | |||||||||
Equity [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Vest shares (in Shares) | 55,556 | ||||||||
Vest Two [Member] | |||||||||
Equity [Line Items] | |||||||||
Vesting period | 2 years | ||||||||
Vest shares (in Shares) | 55,556 | ||||||||
Warrants Expired [Member] | |||||||||
Equity [Line Items] | |||||||||
Warrant expire date | Jun. 30, 2023 | ||||||||
Warrants [Member] | |||||||||
Equity [Line Items] | |||||||||
Shares issued to investors (in Shares) | 1,530,887 | ||||||||
Exercise price (in Dollars per share) | $ 2.25 | ||||||||
Shares sold to investors (in Shares) | 382,722 | ||||||||
Aggregate purchase price of common stock | $ 344,450 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Equity [Line Items] | |||||||||
Preferred stock, shares designated (in Shares) | 1,000 | 1,000 | |||||||
Preferred stock, shares issued (in Shares) | |||||||||
Preferred stock, shares outstanding (in Shares) | |||||||||
Series C Preferred Stock [Member] | |||||||||
Equity [Line Items] | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued (in Shares) | 1 | 1 | |||||||
Preferred stock, shares outstanding (in Shares) | 1 | 1 | |||||||
Preferred stock stated value | $ 24,000 | ||||||||
Voting power of percentage | 51% | ||||||||
Michael Feinsod [Member] | |||||||||
Equity [Line Items] | |||||||||
Base monthly salary | $ 10,000 | ||||||||
Restricted Stock [Member] | Michael Feinsod [Member] | 2021 Equity Incentive Plan [Member] | |||||||||
Equity [Line Items] | |||||||||
Sale of stock, number of shares issued (in Shares) | 1,000,000 | ||||||||
Common stock value | $ 1,350,000 | ||||||||
Common stock value, per share (in Dollars per share) | $ 1.35 | ||||||||
Vesting period | 1 year | ||||||||
Base monthly salary | $ 10,000 | ||||||||
Prepaid expenses | $ 1,350,000 | ||||||||
Ten-Year Options [Member] | |||||||||
Equity [Line Items] | |||||||||
Stock based compensation expenses | $ 243,609 | 532,513 | |||||||
Stock options | 0 | $ 24,900 | |||||||
Mr. Garth [Member] | |||||||||
Equity [Line Items] | |||||||||
Base monthly salary | $ 8,000 | ||||||||
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member] | |||||||||
Equity [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Mr. Garth [Member] | Restricted Stock [Member] | 2021 Equity Incentive Plan [Member] | |||||||||
Equity [Line Items] | |||||||||
Sale of stock, number of shares issued (in Shares) | 500,000 | ||||||||
Common stock value | $ 675,000 | ||||||||
Common stock value, per share (in Dollars per share) | $ 1.35 | ||||||||
Hunter Garth [Member] | |||||||||
Equity [Line Items] | |||||||||
Amortized amount | 0 | $ 643,562 | |||||||
Hunter Garth [Member] | Equity Option [Member] | |||||||||
Equity [Line Items] | |||||||||
Sale of stock, number of shares issued (in Shares) | 666,667 | ||||||||
Common stock exercise price (in Dollars per share) | $ 2.7 | ||||||||
Premium over closing price, percentage | 120% | ||||||||
Michael Feinsod [Member] | |||||||||
Equity [Line Items] | |||||||||
Amortized amount | 0 | $ 1,287,123 | |||||||
Michael Feinsod [Member] | 2021 Equity Incentive Plan [Member] | |||||||||
Equity [Line Items] | |||||||||
Sale of stock, number of shares issued (in Shares) | 333,333 | ||||||||
Common stock exercise price (in Dollars per share) | $ 2.7 | ||||||||
Premium over closing price, percentage | 120% | ||||||||
Options were valued | $ 450,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Warrant Activities - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants, Outstanding Beginning balance (in Shares) | 344,445 | 438,723 | |
Weighted-Average Price Per Share, Outstanding Beginning balance | $ 6.3 | $ 5.03 | |
Weighted- Average Remaining Life, Outstanding Beginning balance | 10 months 24 days | ||
Number of Warrants, Granted (in Shares) | 382,722 | ||
Weighted-Average Price Per Share, Granted | $ 1.8 | ||
Weighted- Average Remaining Life, Granted | 9 months | ||
Number of Warrants, Canceled or expired (in Shares) | (408,847) | (288,444) | |
Weighted-Average Price Per Share, Cancelled or expired | $ 0.95 | $ 2.99 | |
Weighted- Average Remaining Life, Cancelled or expired | |||
Number of Warrants, Outstanding Ending balance (in Shares) | 29,876 | 438,723 | |
Weighted-Average Price Per Share, Outstanding Ending balance | $ 25.24 | $ 5.03 | |
Weighted- Average Remaining Life, Outstanding Ending balance | 1 year 2 months 15 days | 4 months 9 days | |
Number of Warrants, Exercisable (in Shares) | 29,875 | ||
Weighted- Average Exercise Price Per Share, Exercisable | $ 25.24 | ||
Weighted- Average Remaining Life, Exercisable | 1 year 2 months 15 days | ||
Weighted- Average Exercise Price Per Share Intrinsic value |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Option Activities - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity (Details) - Schedule of Option Activities [Line Items] | ||
Number of Options, Outstanding, Beginning balance (in Shares) | 1,023,842 | 1,023,842 |
Weighted- Average Exercise Price Per Share, Outstanding, Beginning balance | $ 2.67 | $ 2.67 |
Weighted- Average Remaining Life, Outstanding, Beginning balance | 10 years | |
Number of Options, Granted (in Shares) | 222,500 | |
Weighted- Average Exercise Price Per Share, Granted | $ 0.5 | |
Weighted- Average Remaining Life, Granted | 4 years 10 months 17 days | |
Number of Options, Canceled or expired (in Shares) | ||
Weighted-Average Price Per Share, Canceled or expired | ||
Weighted- Average Remaining Life, Canceled or expired | ||
Number of Options, Exercised (in Shares) | ||
Weighted-Average Price Per Share, Exercised | ||
Weighted- Average Remaining Life, Exercised | ||
Number of Options, Outstanding Ending balance (in Shares) | 1,246,341 | 1,023,842 |
Weighted-Average Price Per Share, Outstanding Ending balance | $ 2.67 | $ 2.67 |
Weighted- Average Remaining Life, Outstanding Ending balance | 7 years 4 months 9 days | 8 years 11 months 12 days |
Number of Options, Exercisable (in Shares) | 357,174 | |
Weighted- Average Exercise Price Per Share, Exercisable | $ 2.19 | |
Weighted- Average Remaining Life, Exercisable | 7 years 11 months 8 days | |
Weighted- Average Exercise Price Per Share Intrinsic value |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||||
Aug. 17, 2023 | Dec. 14, 2021 | Dec. 13, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 05, 2023 | |
Related Party Transactions [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 0.2 | $ 1.35 | ||||
Non interest bearing payable demand | $ 487,372 | |||||
Amount owed | 902,872 | $ 415,500 | ||||
Notes payable | $ 849,500 | |||||
Percentage of interest bearing | 5% | |||||
Net proceeds | 2,000,000 | |||||
Accrued salary | 206,772 | |||||
Accounts payable | $ 156,944 | |||||
Hunter Garth [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Salary | $ 8,000 | |||||
Mr. Garth [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Shares of common stock (in Shares) | 333,333 | |||||
Exercise price (in Dollars per share) | $ 2.7 | |||||
Common stock percentage | 120% | |||||
Mr. Garth [Member] | 2021 Equity Incentive Plan [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Restricted common stock shares (in Shares) | 500,000 | |||||
Vested term | 1 year | |||||
Michael Feinsod [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Salary | $ 10,000 | |||||
Mr. Feinsod [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Shares of common stock (in Shares) | 666,667 | |||||
Exercise price (in Dollars per share) | $ 2.7 | |||||
Common stock percentage | 120% | |||||
Mr. Feinsod [Member] | 2021 Equity Incentive Plan [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Vested term | 1 year | |||||
Shares of common stock (in Shares) | 1,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Aug. 31, 2022 | Aug. 11, 2022 | Dec. 14, 2021 | Dec. 13, 2021 | Aug. 02, 2021 | Nov. 11, 2022 |
Commitments and Contingencies [Line Items] | ||||||
Principal amount | $ 400,000 | |||||
Operating profit, percentage | 40% | |||||
Payment inventory | $ 90,000 | |||||
Executive officer salary | $ 8,000 | |||||
Purchase shares | 666,667 | |||||
Exercise price | $ 0.06 | |||||
Premium percentage | 120% | |||||
Grant [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Purchase shares | 333,333 | |||||
Chief Executive Officer [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Executive officer salary | $ 10,000 | |||||
Equity Incentive Plan [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Restricted common stock | 500,000 | |||||
Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Exercise price | $ 2.7 | |||||
Premium percentage | 120% | |||||
Restricted Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Restricted common stock | 1,000,000 | |||||
Inventory Earn Out [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Final payment of inventory earn out | $ 75,000 | |||||
Osiris, LLC [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Common stock, shares issued | 2,777,778 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 1,689,837 | $ 1,443,258 |
Operating loss carryforwards | $ 7,293,000 | $ 6,277,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Reconciliation of the Company’s Income Taxes Calculated at the Federal Statutory Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Company’s Income Taxes Calculated at the Federal Statutory Rate [Abstract]] | ||
Federal and state statutory taxes | (21.00%) | (25.00%) |
Change in tax rate estimate | ||
Permanent differences | 3.52% | 0.28% |
Change in valuation allowance | 24.52% | 24.72% |
Total reconciliation of income taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Components of Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Inventory impairment | $ 21,179 | $ 21,179 |
Bad debt expense | 41,079 | 21,045 |
Net operating loss carryforward | 1,650,169 | 1,401,034 |
Total deferred tax assets | 1,712,427 | 1,443,258 |
Valuation allowance | (1,712,427) | (1,443,258) |
Total net deferred tax assets |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Expected Income Tax Benefit at the U.S. Federal Income Tax Rate - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Expected Income Tax Benefit at the U.S. Federal Income Tax Rate [Abstract]] | ||
Net loss | $ (363,620) | $ (1,009,374) |
Non-deductible expenses and other | 94,451 | 756,935 |
Change in valuation allowance | 269,170 | 252,756 |
Benefit from income taxes |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Feb. 16, 2024 USD ($) $ / shares shares | |
Subsequent Events (Details) [Line Items] | |
Shares issued to investors | 100,000 |
Percentage of senior secured | 15% |
Warrants to purchase | 100,000 |
Warrant purchase price (in Dollars) | $ | $ 100,000 |
Warrants term | 2 years |
Exercise price (in Dollars per share) | $ / shares | $ 0.11 |