Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 17, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | U.S. Lighting Group, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 102,786,188 | |
Amendment Flag | false | |
Entity Central Index Key | 0001536394 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55689 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 46-3556776 | |
Entity Address, Address Line One | 1148 East 222nd Street | |
Entity Address, City or Town | Euclid | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44117 | |
City Area Code | (216) | |
Local Phone Number | 896-7000 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 4,116 | $ 124,529 |
Accounts receivable | 116,017 | 5,950 |
Prepaid expenses and other current assets | 87,602 | 87,174 |
Inventory | 118,574 | 200,162 |
Total Current Assets | 326,309 | 417,815 |
Property and equipment, net | 2,677,255 | 2,298,107 |
Total Assets | 3,003,564 | 2,715,922 |
Current Liabilities: | ||
Accounts payable | 903,082 | 607,647 |
Accrued expenses | 183,854 | 111,223 |
Accrued payroll to a former officer | 125,167 | 125,167 |
Deferred revenue | 79,498 | |
Loan payable– current portion | 41,428 | 140,905 |
Total Current Liabilities | 1,745,115 | 1,160,942 |
Loans payable, net of current portion | 300,231 | 300,351 |
Total Liabilities | 9,217,250 | 8,465,922 |
Commitments and Contingencies | ||
Shareholders’ Equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized; 102,786,188 shares issued and outstanding | 10,494 | 10,209 |
Additional paid-in-capital | 20,098,247 | 19,771,111 |
Accumulated deficit | (26,322,427) | (25,531,320) |
Total Shareholders’ Equity | (6,213,686) | (5,750,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 3,003,564 | 2,715,922 |
Related party | ||
Current Liabilities: | ||
Loans payable, related party | 412,086 | 176,000 |
Loans Payable, related party | $ 7,171,904 | $ 7,004,629 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 102,786,188 | 102,786,188 |
Common stock, shares outstanding | 102,786,188 | 102,786,188 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Sales | $ 755,152 | $ 516,000 | $ 3,092,722 | $ 641,000 |
Cost of goods sold | 688,585 | 528,000 | 2,210,820 | 754,000 |
Gross profit (loss) | 66,567 | (12,000) | 881,902 | (113,000) |
Operating expenses: | ||||
Selling, general and administrative expenses | 652,467 | 526,000 | 1,602,009 | 1,134,000 |
Product development | 78,000 | 123,000 | ||
Total operating expenses | 652,467 | 604,000 | 1,602,009 | 1,257,000 |
Loss from operations | (585,900) | (616,000) | (720,107) | (1,370,000) |
Other income (expense): | ||||
Other income (expense), net | (4,000) | 60,000 | ||
Unrealized gain (loss) | (32,000) | (288,000) | ||
Realized Gain (loss) | 18,000 | (18,000) | ||
Interest income | 301 | 1,000 | 1,099 | 4,000 |
Interest expense | (55,236) | (40,000) | (72,100) | (56,000) |
Gain on disposal of fixed assets | 10,000 | 23,000 | ||
Total other income (expense) | (54,935) | (47,000) | (71,001) | (275,000) |
Net income (loss) | $ (640,835) | $ (663,000) | $ (791,108) | $ (1,645,000) |
Basic income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Diluted income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average common shares outstanding, basic (in Shares) | 99,063,716 | 97,848,735 | 99,063,716 | 97,982,618 |
Weighted average common shares outstanding, diluted (in Shares) | 99,063,716 | 97,848,735 | 99,063,716 | 97,982,618 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 10,000 | $ 17,678,000 | $ (16,423,000) | $ 1,265,000 | |
Balance (in Shares) at Dec. 31, 2021 | 97,848,735 | ||||
Net Income (Loss) | (582,000) | (582,000) | |||
Balance at Mar. 31, 2022 | $ 10,000 | 17,678,000 | (17,005,000) | 683,000 | |
Balance (in Shares) at Mar. 31, 2022 | 97,848,735 | ||||
Balance at Dec. 31, 2021 | $ 10,000 | 17,678,000 | (16,423,000) | 1,265,000 | |
Balance (in Shares) at Dec. 31, 2021 | 97,848,735 | ||||
Net Income (Loss) | (1,645,000) | ||||
Balance at Sep. 30, 2022 | $ 10,000 | 19,519,000 | (24,946,000) | 5,417,000 | |
Balance (in Shares) at Sep. 30, 2022 | 98,648,735 | ||||
Balance at Mar. 31, 2022 | $ 10,000 | 17,678,000 | (17,005,000) | 683,000 | |
Balance (in Shares) at Mar. 31, 2022 | 97,848,735 | ||||
Net Income (Loss) | (400,000) | (400,000) | |||
Balance at Jun. 30, 2022 | $ 10,000 | 17,678,000 | (17,405,000) | 283,000 | |
Balance (in Shares) at Jun. 30, 2022 | 97,848,735 | ||||
Sale of Common Stocks | 80,000 | 80,000 | |||
Sale of Common Stocks (in Shares) | 800,000 | ||||
Forgiveness of related party debt | 1,761,000 | 1,761,000 | |||
Acquisition of Mig Marine | (6,878,000) | (6,878,000) | |||
Net Income (Loss) | (663,000) | (663,000) | |||
Balance at Sep. 30, 2022 | $ 10,000 | 19,519,000 | (24,946,000) | 5,417,000 | |
Balance (in Shares) at Sep. 30, 2022 | 98,648,735 | ||||
Balance at Dec. 31, 2022 | $ 10,209 | 19,771,111 | (25,531,320) | (5,750,000) | |
Balance (in Shares) at Dec. 31, 2022 | 97,934,825 | ||||
Sale of Common Stocks | $ 167 | 167,332 | 167,500 | ||
Sale of Common Stocks (in Shares) | 1,675,000 | ||||
Net Income (Loss) | (154,729) | (154,729) | |||
Balance at Mar. 31, 2023 | $ 10,376 | 19,938,443 | (25,686,049) | (5,737,230) | |
Balance (in Shares) at Mar. 31, 2023 | 99,609,825 | ||||
Balance at Dec. 31, 2022 | $ 10,209 | 19,771,111 | (25,531,320) | (5,750,000) | |
Balance (in Shares) at Dec. 31, 2022 | 97,934,825 | ||||
Net Income (Loss) | (791,108) | ||||
Balance at Sep. 30, 2023 | $ 10,494 | 20,098,247 | (26,322,428) | (6,213,686) | |
Balance (in Shares) at Sep. 30, 2023 | 102,786,188 | ||||
Balance at Mar. 31, 2023 | $ 10,376 | 19,938,443 | (25,686,049) | (5,737,230) | |
Balance (in Shares) at Mar. 31, 2023 | 99,609,825 | ||||
Sale of Common Stocks | |||||
Sale of Common Stocks (in Shares) | |||||
Stock issued for services & compensations | $ 6 | 5,619 | 5,625 | ||
Stock issued for services & compensations (in Shares) | 56,250 | ||||
Net Income (Loss) | 4,456 | 4,456 | |||
Balance at Jun. 30, 2023 | $ 10,382 | 19,944,062 | (25,681,593) | (5,727,149) | |
Balance (in Shares) at Jun. 30, 2023 | 99,666,075 | ||||
Sale of Common Stocks | $ 112 | 15,890 | 16,002 | ||
Sale of Common Stocks (in Shares) | 1,120,113 | ||||
Stock issued for services & compensations | 12,000 | 12,000 | |||
Stock issued for services & compensations (in Shares) | |||||
Forgiveness of accrued interest on shareholder loan | 126,296 | 126,296 | |||
Net Income (Loss) | (640,835) | (640,835) | |||
Balance at Sep. 30, 2023 | $ 10,494 | $ 20,098,247 | $ (26,322,428) | $ (6,213,686) | |
Balance (in Shares) at Sep. 30, 2023 | 102,786,188 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ (791,108) | $ (1,645,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 142,319 | 139,000 |
Stock issued for services & compensation | 17,625 | |
Realized Gain (loss) from investments | 18,000 | |
Unrealized Gain (loss) from investments | 288,000 | |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (110,067) | (32,000) |
Inventory | 81,588 | (112,000) |
Prepaid expenses and other assets | 15,572 | 84,000 |
Accounts payable | 295,435 | 264,000 |
Accrued expenses | 72,633 | |
Customer advanced payments | (10,000) | |
Deferred revenue | 79,498 | |
Accrued payroll to a former officer | (411,000) | |
Net cash used in (provided by) operating activities | (196,505) | (1,417,000) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (521,467) | (308,000) |
Sale of Fixed Assets | 35,000 | |
Proceeds from investments | 1,341,000 | |
Net cash used in investing activities | (521,467) | 1,068,000 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 167,500 | 80,000 |
Proceeds from loans payable | 18,296 | |
Proceeds from notes payable, related party | 548,670 | 561,000 |
Payment of loans payable | (117,893) | (105,000) |
Payments on notes payable related party | (19,014) | (411,000) |
Net cash provided by (used in) financing activities | 597,559 | 125,000 |
Net change in cash | (120,413) | (224,000) |
Cash beginning of period | 124,529 | 289,000 |
Cash end of period | 4,116 | 65,000 |
Supplemental Cash Flow Information: | ||
Interest paid | 72,100 | 430,000 |
Taxes paid | ||
Non-cash Financing Activities: | ||
Proceeds from sale of common stock receivable | 16,000 | |
Forgiveness of accrued interest on shareholder loan | $ 126,295 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION US Lighting Group, Inc. (the "Company") is a parent company comprised of four subsidiaries - Cortes Campers, LLC, a brand of high-end molded fiberglass campers, Futuro Houses, LLC, which is focused on design and sales of molded fiberglass homes, Fusion X Marine, LLC, a high-performance boat designer, and MIG Marine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our other business lines. On January 11, 2021, we formed Cortes Campers to operate our new brand of innovative travel trailers. During the second part of 2021, we invested heavily in research and development as well as production planning for the 17-foot camper and began selling campers in early 2022. The Company created a new wholly owned subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. The subsidiary has had no sales as of the date of this report. On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company, to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first "UFO" themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen. On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve production cycles and scale to meet the demand of Cortes Campers generated order back-log. We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind camper models under the Cortes Campers brand as well as prefabricated housing segment. As of September 30, 2023, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers. The Company is a Florida corporation founded in 2003. We are headquartered in Euclid, Ohio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There was $0 and $0 of cash equivalents as of the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, held in the Company’s investment account. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation. Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. Unit Sales The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery. Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit's intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Dealer Arrangement Fees Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee. The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation. The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time. Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the nine months ended September 30, 2023, the Company recognized a net loss of $791,108 and cash used in operating activities was $192,505. As the Company further develops its products and markets, the Company may need to raise additional capital or borrow additional funds to support increasing levels of working capital until it is able to generate sufficient revenues. Management plans to generate increasing revenues and as needed raise additional capital or borrow additional funds in order to provide liquidity and fund increasing levels of working capital to continue operations as a going concern. However, there is no assurance the Company will be successful in accomplishing its plans. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Sale of Assets
Sale of Assets | 9 Months Ended |
Sep. 30, 2023 | |
Sale of Assets [Abstract] | |
SALE OF ASSETS | NOTE 4 – SALE OF ASSETS On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2022, these assets had all been sold. The Company has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of $288,000 and $18,000, respectively, for the nine months ended September 30, 2022. As a result of the Company’s purchase of mutual fund assets, the Company could have been deemed to be an “investment company” under the Investment Company Act of 1940 (the “Investment Company Act”). However, the Company did not intend to be an investment company and never intended to be engaged in the business of investing, reinvesting, owning, holding or trading in securities. Based on these facts, the Company relied on Rule 3a-2 under the Investment Company Act, which provides an exclusion from the definition of “investment company” for issuers meeting certain criteria. The Company endeavored to ensure that it was compliant with the conditions for relying on this rule within the time period permitted by Rule 3a-2. To comply with this exclusion, the Company has liquidated all of the mutual fund assets and no longer owns securities having a value exceeding 40% of the value of the Company’s total assets on an unconsolidated basis. This course of action was approved and authorized by the Company’s board of directors by unanimous written consent on August 17, 2021. As of December 31, 2022, and September 30, 2023, the Company did not own any securities. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment for continuing operations consists of the following on September 30, 2023, and December 31, 2022: September 30, December 31, Building and improvements $ 676,025 $ 664,183 Land 96,000 96,000 Vehicles 146,893 146,893 Office equipment 18,421 18,421 Production molds and fixtures 1,408,160 1,095,758 Tooling and fixtures 686,553 462,570 Other equipment 22,322 72,059 Furniture and fixtures 5,628 4,746 Construction in progress 21,475 — Total property and equipment cost 3,081,478 2,560,630 Less: accumulated depreciation and amortization (404,223 ) (262,523 ) Property and equipment, net $ 2,677,255 $ 2,298,107 |
Accrued Payroll to Officer
Accrued Payroll to Officer | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Payroll to Officer [Abstract] | |
ACCRUED PAYROLL TO OFFICER | NOTE 6 – ACCRUED PAYROLL TO OFFICER Beginning in January 2018, the Company’s former CEO voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former CEO was $125,167 as of September 30, 2023, and December 31, 2022. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable to Related Parties [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE 7 – LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consists of the following at September 30, 2023 and December 31, 2022: 2023 2022 Loan payable to officers/shareholders (a) $ 7,583,989 $ 7,054,333 Loan Payable to related party - past due (b) — 126,296 Total loans payable to related parties 7,583,989 7,180,629 Loan payable to related party, current portion (412,086 ) (176,000 ) Total loans payable to related parties, long-term 7,171,904 7,004,629 a. On August 5, 2022, the Company acquired Mig Marine and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans. To help address the Company’s capital needs to expand Cortes Campers production, Anthony R. Corpora, our chief executive officer, and Michal A. Coates, corporate controller, generously volunteered to take out personal loans and make those funds available to the Company. The Company entered into promissory notes with each of Messrs. Corpora and Coates reflecting these loans as follows: On July 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $97,920 terms were for 84 months at 14.49%. On July 17, 2023, executed an unsecured promissory note with Michael A. Coates for $50,000 terms were for 60 months at 11.42%. On August 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $89,000 terms were for 48 months at 18.36%. On August 29, 2023, executed an unsecured promissory note with Michael A. Coates for $75,000 terms were for 60 months at 13.35%. On September 29, 2023, executed an unsecured promissory note with Michael A. Coates for $77,250 terms were for 84 months at 19.49%. b. On August 5, 2022, we acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder. We paid for Mig Marine with a deferred deposit and a $6,195,000 promissory note. We failed to make required payments under the note in 2022 and 2023, and as a result were in default. However, Mr. Spivak forgave the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024. As Spivak is a related party and majority shareholder of the Company, $126,295 of interest accrued as of December 31, 2022, has been treated as an in-substance capital contribution in 2023. Loan payments to related parties were made through a combination of direct payments to the noteholder and instructions from the noteholder to pay obligations to others on their behalf. |
Loans Payable
Loans Payable | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 8 – LOANS PAYABLE Loans payable consisted of the following: September 30, December 31, 2023 2022 Real Estate loan (a) $ 257,062 $ 259,450 Vehicle loans (b) 48,826 59,671 Working capital (c) 35,771 122,135 Total loans payable 341,659 441,256 Loans payable, current portion (41,428 ) (140,905 ) Loans payable, net of current portion $ 300,231 $ 300,351 a. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate. b. The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on two vehicles was $59,671 on December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. The loan balance on September 30, 2023, was $48,826. c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO. The loan balance on December 31, 2022, was $122,135. And as of September 30, 2023 the balance was $19,379. On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. The loan balance as of September 30, 2023, was $16,392. Additional loan was made as follows: On May 19, 2023, a loan was made with Lending Point in the amount of $30,000 proceeds used for working capital, terms were for 60 months at the rate of 13.49% per annum. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9 – SHAREHOLDERS’ EQUITY Common Shares Issued During the quarter ended September 30, 2023, the Company 120,113 shares of common stock for professional services received, at an average price of $0.10 per share and of 1,000,000 share of common stock at an average price of $0.02 per share. Summary of Warrants There were no warrants granted or exercised during the quarter ended September 30, 2023. Warrants for the period ended September 30, 2023, are $0. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income taxes [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately$1,500,000 for Federal and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of September 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2023, and December 31, 2022, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2023 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 11 – LEGAL PROCEEDINGS There were no reportable legal proceedings initiated during the quarter ended September 30, 2023. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On November 3, 2023, the Company secured a $120,750 note from 1800 Diagonal Lending LLC, to use for inventory purchasing. The note bears a one-time interest charge and ongoing interest rate of twelve (12%). Nine monthly payments of $15,027 commence on December 15, 2023, with eight (8) subsequent payments each month thereafter. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There was $0 and $0 of cash equivalents as of the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, held in the Company’s investment account. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. Unit Sales The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery. Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit's intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Dealer Arrangement Fees Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee. The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation. The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time. |
Recently Accounting Pronouncements | Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment for continuing operations consists of the following on September 30, 2023, and December 31, 2022: September 30, December 31, Building and improvements $ 676,025 $ 664,183 Land 96,000 96,000 Vehicles 146,893 146,893 Office equipment 18,421 18,421 Production molds and fixtures 1,408,160 1,095,758 Tooling and fixtures 686,553 462,570 Other equipment 22,322 72,059 Furniture and fixtures 5,628 4,746 Construction in progress 21,475 — Total property and equipment cost 3,081,478 2,560,630 Less: accumulated depreciation and amortization (404,223 ) (262,523 ) Property and equipment, net $ 2,677,255 $ 2,298,107 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable to Related Parties Table [Abstract] | |
Schedule of Loans Payable to Related Parties | Loans payable to related parties consists of the following at September 30, 2023 and December 31, 2022: 2023 2022 Loan payable to officers/shareholders (a) $ 7,583,989 $ 7,054,333 Loan Payable to related party - past due (b) — 126,296 Total loans payable to related parties 7,583,989 7,180,629 Loan payable to related party, current portion (412,086 ) (176,000 ) Total loans payable to related parties, long-term 7,171,904 7,004,629 a. On August 5, 2022, the Company acquired Mig Marine and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans. To help address the Company’s capital needs to expand Cortes Campers production, Anthony R. Corpora, our chief executive officer, and Michal A. Coates, corporate controller, generously volunteered to take out personal loans and make those funds available to the Company. The Company entered into promissory notes with each of Messrs. Corpora and Coates reflecting these loans as follows: On July 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $97,920 terms were for 84 months at 14.49%. On July 17, 2023, executed an unsecured promissory note with Michael A. Coates for $50,000 terms were for 60 months at 11.42%. On August 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $89,000 terms were for 48 months at 18.36%. On August 29, 2023, executed an unsecured promissory note with Michael A. Coates for $75,000 terms were for 60 months at 13.35%. On September 29, 2023, executed an unsecured promissory note with Michael A. Coates for $77,250 terms were for 84 months at 19.49%. b. On August 5, 2022, we acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder. We paid for Mig Marine with a deferred deposit and a $6,195,000 promissory note. We failed to make required payments under the note in 2022 and 2023, and as a result were in default. However, Mr. Spivak forgave the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024. As Spivak is a related party and majority shareholder of the Company, $126,295 of interest accrued as of December 31, 2022, has been treated as an in-substance capital contribution in 2023. |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable for Outstanding Loan | Loans payable consisted of the following: September 30, December 31, 2023 2022 Real Estate loan (a) $ 257,062 $ 259,450 Vehicle loans (b) 48,826 59,671 Working capital (c) 35,771 122,135 Total loans payable 341,659 441,256 Loans payable, current portion (41,428 ) (140,905 ) Loans payable, net of current portion $ 300,231 $ 300,351 a. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate. b. The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on two vehicles was $59,671 on December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. The loan balance on September 30, 2023, was $48,826. c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO. The loan balance on December 31, 2022, was $122,135. And as of September 30, 2023 the balance was $19,379. On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. The loan balance as of September 30, 2023, was $16,392. Additional loan was made as follows: On May 19, 2023, a loan was made with Lending Point in the amount of $30,000 proceeds used for working capital, terms were for 60 months at the rate of 13.49% per annum. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Liquidity (Details)
Liquidity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Liquidity [Line Items] | ||||||||
Net loss | $ (640,835) | $ 4,456 | $ (154,729) | $ (663,000) | $ (400,000) | $ (582,000) | $ (791,108) | $ (1,645,000) |
Cash used in operating activities | $ 192,505 |
Sale of Assets (Details)
Sale of Assets (Details) - USD ($) | 9 Months Ended | ||
May 17, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | |
Sale of Assets [Line Items] | |||
Mutual fund asset purchased value | $ 3,800,000 | ||
Realiszed loss | $ 288,000 | ||
Unrealized loss | $ 18,000 | ||
Securities exceeding percentage | 40% |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of property and equipment [Line Items] | ||
Total property and equipment cost | $ 3,081,478 | $ 2,560,630 |
Less: accumulated depreciation and amortization | (404,223) | (262,523) |
Property and equipment, net | 2,677,255 | 2,298,107 |
Building and Improvements [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 676,025 | 664,183 |
Land [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 96,000 | 96,000 |
Vehicles [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 146,893 | 146,893 |
Office equipment [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 18,421 | 18,421 |
Production molds and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 1,408,160 | 1,095,758 |
Tooling and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 686,553 | 462,570 |
Other equipment [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 22,322 | 72,059 |
Furniture and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 5,628 | 4,746 |
Construction in progress [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | $ 21,475 |
Accrued Payroll to Officer (Det
Accrued Payroll to Officer (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Payroll to Officer [Line Items] | ||
Compensation owed to officer | $ 125,167 | $ 125,167 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Details) - USD ($) | Sep. 29, 2023 | Aug. 29, 2023 | Aug. 17, 2023 | Jul. 17, 2023 | Aug. 05, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Loans Payable to Related Parties [Line Items] | |||||||
Interest bearing amount | $ 6,878,333 | ||||||
Accrued interest | $ 126,295 | ||||||
Loan amount | $ 341,659 | 441,256 | |||||
Unsecured promissory note | $ 16,392 | ||||||
Deferred deposit | $ 6,195,000 | ||||||
Promissory Note [Member] | |||||||
Loans Payable to Related Parties [Line Items] | |||||||
Interest rate | 6.25% | ||||||
Mr. Spivak [Member] | |||||||
Loans Payable to Related Parties [Line Items] | |||||||
Loan amount | 76,000 | ||||||
Mr. Spivak [Member] | |||||||
Loans Payable to Related Parties [Line Items] | |||||||
Accrued interest | $ 100,000 | ||||||
Anthony R [Member] | Promissory Note [Member] | |||||||
Loans Payable to Related Parties [Line Items] | |||||||
Interest rate | 18.36% | 14.49% | |||||
Unsecured promissory note | $ 89,000 | $ 97,920 | |||||
Debt Instrument, Term | 48 months | 84 months | |||||
Michael A [Member] | Promissory Note [Member] | |||||||
Loans Payable to Related Parties [Line Items] | |||||||
Interest rate | 19.49% | 13.35% | 11.42% | ||||
Unsecured promissory note | $ 77,250 | $ 75,000 | $ 50,000 | ||||
Debt Instrument, Term | 84 months | 60 months | 60 months |
Loans Payable to Related Part_4
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Loan payable to officers/shareholders [Member] | |||
Schedule of Loans Payable to Related Parties [Line Items] | |||
Total loans payable to related parties, gross | [1] | $ 7,583,989 | $ 7,054,333 |
Loan Payable to related party - past due [Member] | |||
Schedule of Loans Payable to Related Parties [Line Items] | |||
Total loans payable to related parties, gross | [2] | 126,296 | |
Related Party [Member] | |||
Schedule of Loans Payable to Related Parties [Line Items] | |||
Total loans payable to related parties | 7,583,989 | 7,180,629 | |
Loan payable to related party, current portion [Member] | |||
Schedule of Loans Payable to Related Parties [Line Items] | |||
Loan payable to related party, current portion | (412,086) | (176,000) | |
Loans payable to related parties, long-term [Member] | |||
Schedule of Loans Payable to Related Parties [Line Items] | |||
Total loans payable to related parties, long-term | $ 7,171,904 | $ 7,004,629 | |
[1]On August 5, 2022, the Company acquired Mig Marine and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.[2] On August 5, 2022, we acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder. We paid for Mig Marine with a deferred deposit and a $6,195,000 promissory note. We failed to make required payments under the note in 2022 and 2023, and as a result were in default. However, Mr. Spivak forgave the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024. As Spivak is a related party and majority shareholder of the Company, $126,295 of interest accrued as of December 31, 2022, has been treated as an in-substance capital contribution in 2023. |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 9 Months Ended | |||
Aug. 26, 2020 | Sep. 30, 2023 | May 26, 2023 | Apr. 19, 2023 | |
Loans Payable [Line Items] | ||||
Loan term amount | $ 16,392 | |||
Due date | Sep. 10, 2030 | |||
Note payable description | The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on two vehicles was $59,671 on December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. The loan balance on September 30, 2023, was $48,826. c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO. The loan balance on December 31, 2022, was $122,135. And as of September 30, 2023 the balance was $19,379. | |||
Term loan | $ 17,200 | $ 30,000 | ||
Loan working capital terms | 60 months | |||
Interest rate | 13.49% | |||
Loans Payable [Member] | ||||
Loans Payable [Line Items] | ||||
Loan working capital terms | 60 months | |||
Interest rate | 14.58% | |||
Chief Executive Officer [Member] | ||||
Loans Payable [Line Items] | ||||
Due date | Sep. 10, 2030 | |||
Apex Commercial Capital Corp [Member] | ||||
Loans Payable [Line Items] | ||||
Loan term amount | $ 265,339 | |||
Interest rate | 9.49% | |||
Apex Commercial Capital Corp [Member] | Minimum [Member] | ||||
Loans Payable [Line Items] | ||||
Final balloon payment | $ 2,322 | |||
Apex Commercial Capital Corp [Member] | Maximum [Member] | ||||
Loans Payable [Line Items] | ||||
Final balloon payment | $ 224,835 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable for Outstanding Loan - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Loans Payable for Outstanding Loan [Line Items] | |||
Total loans payable | $ 341,659 | $ 441,256 | |
Loans payable, current portion | (41,428) | (140,905) | |
Loans payable, net of current portion | 300,231 | 300,351 | |
Real Estate loan [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Line Items] | |||
Total loans payable | [1] | 257,062 | 259,450 |
Vehicle loans [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Line Items] | |||
Total loans payable | [2] | 48,826 | 59,671 |
Working capital [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Line Items] | |||
Total loans payable | [3] | $ 35,771 | $ 122,135 |
[1]On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.[2]The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on two vehicles was $59,671 on December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. The loan balance on September 30, 2023, was $48,826.[3]On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO. The loan balance on December 31, 2022, was $122,135. And as of September 30, 2023 the balance was $19,379. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | Sep. 30, 2023 USD ($) $ / shares shares |
Shareholders’ Equity [Line Items] | |
Shares of common stock | shares | 1,000,000 |
Shares issued average price per share | $ / shares | $ 0.02 |
Warrants [Member] | |
Shareholders’ Equity [Line Items] | |
Warrants amount | $ | $ 0 |
Common Stock [Member] | |
Shareholders’ Equity [Line Items] | |
Shares of common stock | shares | 120,113 |
Shares issued average price per share | $ / shares | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Federal and state purposes amount (in Dollars) | $ 1,500,000 | |
Testing period | 3 years | |
Tax benefits settlement percentage | 50% | |
Ownership change [Member] | Minimum [Member] | ||
Income Taxes [Line Items] | ||
Shareholders ownership percentage | 5% | |
Ownership change [Member] | Maximum [Member] | ||
Income Taxes [Line Items] | ||
Shareholders ownership percentage | 50% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Dec. 15, 2023 | Nov. 03, 2023 | Aug. 05, 2022 |
Subsequent Event [Member] | |||
Subsequent Events [Line Items] | |||
Purchase of common Stock | $ 120,750 | ||
Promissory Note [Member] | |||
Subsequent Events [Line Items] | |||
Interest rate percentage | 6.25% | ||
Forecast [Member] | |||
Subsequent Events [Line Items] | |||
Monthly amount | $ 15,027 | ||
Forecast [Member] | Promissory Note [Member] | |||
Subsequent Events [Line Items] | |||
Interest rate percentage | 12% |