Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Sep. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-180251 | |
Entity Registrant Name | EZRAIDER CO. | |
Entity Central Index Key | 0001543066 | |
Entity Tax Identification Number | 45-4390042 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 1303 Central Ave S | |
Entity Address, Address Line Two | Unit D | |
Entity Address, City or Town | Kent | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98032 | |
City Area Code | 833 | |
Local Phone Number | 724-3378 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,991,836 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 173,043 | $ 365,800 |
Accounts receivable, net | 310 | |
Prepaid expense | 1,196,803 | 74,100 |
Inventory | 142,538 | 398,046 |
Total Current Assets | 1,512,694 | 837,946 |
Property and Equipment, net | 61,707 | 81,419 |
Investment in D.S. Raider | 3,850,000 | 3,850,000 |
Total Assets | 5,424,401 | 4,769,365 |
Current Liabilities | ||
Accounts payable and accrued expenses | 740,217 | 749,170 |
Accounts payable - related party | 11,000 | |
Accrued interest payable | 138,898 | 92,377 |
Deferred revenue | 1,007,522 | 912,464 |
Advances - related party | 423 | |
Convertible notes payable, net of debt discount of $783,825 and $0 as of June 30, 2022 and December 31, 2021 | 816,426 | 500,000 |
Notes payable | 396,850 | 426,415 |
Note payable - government loan (PPP) | 13,215 | |
Total Current Liabilities | 3,100,336 | 2,704,641 |
Commitments | ||
Stockholders’ Equity (Deficit) | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized 41,896,836 and 41,479,502, shares issued and outstanding, respectively | 4,189 | 4,148 |
Stock subscription receivable | (95,001) | |
Additional paid-in capital | 11,107,619 | 4,950,369 |
Accumulated deficit | (8,787,743) | (2,794,792) |
Total Stockholders’ Equity (Deficit) | 2,324,065 | 2,064,724 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 5,424,401 | $ 4,769,365 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Convertible notes, debt discount | $ 783,825 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 41,896,836 | 41,479,502 |
Common stock, outstanding | 41,896,836 | 41,479,502 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 215,328 | $ 389,631 | $ 631,567 | $ 560,379 |
Cost of revenues | 53,082 | 167,542 | 355,522 | 284,627 |
Gross Profit | 162,246 | 222,089 | 276,045 | 275,752 |
Operating expenses | ||||
General and administrative expenses | 433,491 | 243,137 | 832,904 | 390,286 |
Total operating expenses | 433,491 | 243,137 | 832,904 | 390,286 |
Loss from operations | (271,245) | (21,048) | (556,859) | (114,534) |
Other income(expense) | ||||
Gain on PPP loan forgiveness | 726 | 13,215 | ||
Interest expense | (5,417,727) | (23,296) | (5,449,307) | (36,386) |
Total other expense | (5,417,001) | (23,296) | (5,436,092) | (36,386) |
Net loss | $ (5,688,246) | $ (44,344) | $ (5,992,951) | $ (150,920) |
Loss per share - basic and diluted | $ (0.14) | $ 0 | $ (0.14) | $ 0 |
Weighted average number of shares - basic and diluted | 41,595,984 | 38,550,000 | 41,568,007 | 38,550,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders&rsquo - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Balance March 31, 2021 (Unaudited) | $ 2,009,771 | $ 2,064,724 | $ (316,439) | $ (209,863) | $ 2,064,724 | $ (209,863) |
Beginning balance (in shares) | 41,479,502 | 41,479,502 | ||||
Stock issued for cash ($1.50/share) | $ 95,000 | |||||
Stock issued for services ($1.50/share) | 41,000 | |||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | 18,750 | $ 453,750 | ||||
Collection of subscription receivable | 95,001 | 10,001 | ||||
Net loss - three months ended June 30, 2021 | (5,688,246) | (304,705) | (44,344) | (106,576) | (5,992,951) | (150,920) |
Warrants issued as interest expense | 4,829,289 | |||||
Warrants issued as debt issue costs | 709,500 | |||||
Balance June 30, 2021 (Unaudited) | $ 2,324,065 | 2,009,771 | (360,783) | (316,439) | $ 2,324,065 | (360,783) |
Ending balance (in shares) | 41,896,836 | 41,896,836 | ||||
Common Stock [Member] | ||||||
Balance March 31, 2021 (Unaudited) | $ 4,159 | $ 4,148 | 3,855 | $ 3,855 | $ 4,148 | $ 3,855 |
Beginning balance (in shares) | 41,589,336 | 41,479,502 | 38,550,000 | 41,479,502 | 38,550,000 | |
Stock issued for cash ($1.50/share) | $ 7 | |||||
Stock issued for cash (in shares) | 70,001 | |||||
Stock issued for services ($1.50/share) | $ 3 | |||||
Stock issued for services (in shares) | 27,333 | |||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | $ 1 | $ 30 | ||||
Issuance of shares | 12,500 | 302,500 | ||||
Collection of subscription receivable | ||||||
Net loss - three months ended June 30, 2021 | ||||||
Warrants issued as interest expense | ||||||
Warrants issued as debt issue costs | ||||||
Balance June 30, 2021 (Unaudited) | $ 4,189 | $ 4,159 | $ 3,855 | 3,855 | $ 4,189 | $ 3,855 |
Ending balance (in shares) | 41,891,836 | 41,589,336 | 38,550,000 | 41,891,836 | 38,550,000 | |
Additional Paid-in Capital [Member] | ||||||
Balance March 31, 2021 (Unaudited) | $ 5,115,110 | $ 4,950,369 | $ 289,966 | 289,966 | $ 4,950,369 | $ 289,966 |
Stock issued for cash ($1.50/share) | 104,994 | |||||
Stock issued for services ($1.50/share) | 40,997 | |||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | 18,749 | 453,720 | ||||
Collection of subscription receivable | ||||||
Net loss - three months ended June 30, 2021 | ||||||
Warrants issued as interest expense | 4,829,289 | |||||
Warrants issued as debt issue costs | 709,500 | |||||
Balance June 30, 2021 (Unaudited) | 11,107,619 | 5,115,110 | 289,966 | 289,966 | 11,107,619 | 289,966 |
Retained Earnings [Member] | ||||||
Balance March 31, 2021 (Unaudited) | (3,099,497) | (2,794,792) | (610,260) | (503,684) | (2,794,792) | (503,684) |
Stock issued for cash ($1.50/share) | ||||||
Stock issued for services ($1.50/share) | ||||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | ||||||
Collection of subscription receivable | ||||||
Net loss - three months ended June 30, 2021 | (5,688,246) | (304,705) | (44,344) | (106,576) | ||
Warrants issued as interest expense | ||||||
Warrants issued as debt issue costs | ||||||
Balance June 30, 2021 (Unaudited) | (8,787,743) | (3,099,497) | $ (654,604) | $ (610,260) | (8,787,743) | $ (654,604) |
Receivables from Stockholder [Member] | ||||||
Balance March 31, 2021 (Unaudited) | (10,001) | (95,001) | (95,001) | |||
Stock issued for cash ($1.50/share) | (10,001) | |||||
Stock issued for services ($1.50/share) | ||||||
Stock issued as debt issuance costs in connection with promissory notes ($1.50/share) | ||||||
Collection of subscription receivable | 95,001 | 10,001 | ||||
Net loss - three months ended June 30, 2021 | ||||||
Warrants issued as interest expense | ||||||
Warrants issued as debt issue costs | ||||||
Balance June 30, 2021 (Unaudited) | $ (10,001) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (5,992,951) | $ (150,920) |
Depreciation | 19,712 | 41,476 |
Stock issued as debt issuance cost | 472,501 | |
Warrants issued for interest expense | 4,829,289 | |
Amortization of debt discount | 96,175 | |
Stock issued for services | 41,000 | |
Bad debt recovery | (43,069) | |
Gain on debt settlement | (13,215) | |
Adjustments to reconcile net loss to net cash used in operations Changes in operating assets and liabilities | ||
(Increase) decrease in Accounts receivable | 42,760 | (57,399) |
Prepaid expense | (1,122,703) | |
Inventory | 255,508 | (309,641) |
Increase (decrease) in Accounts payable and accrued expenses | 211,297 | 155,270 |
Accounts payable - related party | (11,000) | |
Accrued interest payable | 46,521 | |
Deferred revenue | 95,058 | 35,972 |
Net cash used in operating activities | (1,073,118) | (285,242) |
Cash Flows from Investing Activities | ||
Investment in D.S. Raider | (500,000) | |
Net cash used in investing activities | (500,000) | |
Cash Flows from Financing Activities | ||
Repayments and advances from advances - related party, net | 423 | (150,530) |
Repayment of notes payable | (29,565) | 8,211 |
Proceeds from note payables | 3,110,956 | |
Proceeds of convertible notes payable | 709,500 | |
Common stock issued for cash | 95,000 | |
Collection of subscription receivable | 105,002 | |
Net cash provided by financing activities | 880,360 | 2,968,637 |
Net increase (decrease) in cash | (192,757) | 2,183,395 |
Cash - beginning of period | 365,800 | 1,980 |
Cash - end of period | 173,043 | 2,185,375 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Accounts payable converted to debt | 220,251 | |
Debt discount recorded in connection with convertible debt | $ 709,500 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 – Organization and Nature of Operations Organization EZRaider Co. (f/k/a E-Waste Corp.) and subsidiary (collectively, “EZRaider”, “we”, “us”, “our” or the “Company”) was organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business. The Company was not successful in its efforts and ceased those operations. On August 28, 2021, the Company filed a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Florida in order to effectuate a name change from E-Waste Corp. to EZRaider Co. The Certificate of Amendment became effective on September 3, 2021 (See Note 8). On September 14, 2021, our wholly owned subsidiary, E-Waste Acquisition Corp., a Delaware corporation, merged with and into EZRaider Global, Inc., a private Nevada corporation (“EZ Global”). EZ Global was the surviving corporation in the Merger and became our wholly owned subsidiary. All of the outstanding shares of capital stock of EZ Global, were exchanged for shares of our common stock. As a result of the Merger, we discontinued our prior activities, which consisted primarily of seeking a business for a merger or acquisition, and acquired the business of EZ Global, and will continue the existing business operations of EZ Global, and its wholly owned subsidiary, EZ Raider, LLC, a Washington limited liability company (“EZ LLC”), as a publicly-traded company under the name “EZRaider Co.” (See Note 8). These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-KT for the ten months ended December 31, 2021, filed with the SEC on April 29, 2022. Nature of Operations The Company sells electric stand-up ATV vehicles, known as “EZRaider Vehicles,” and accessories to government and private sector customers in multiple countries. EZRaider Vehicles feature an innovative technology platform that combines dynamic, proprietary suspension with a lightweight, narrow-profile design that can traverse rugged off-road terrain while being small enough to fit through any normal household doorway. It is frequently referred to as an “all-terrain surfer”. There are 3 vehicle models currently offered – LW, HD2 and HD4. EZ Raider Vehicles come in both 2wd and 4wd options. Machines come with two battery options – a 1740-Watt battery which provides up to 30 miles of range and the 3000-Watt battery that provides up to 50 miles of range. Range can be significantly increased with an optional additional battery pack. The EZ Raider trailer, or Ecart, is also equipped with its own 3000-Watt battery. With all additional battery packs available, EZ Raider Vehicles can have a range of up to 130 miles. The Company’s products appeal to a wide variety of customers for government, commercial and private uses. EZ Raider Vehicles can be accessorized to fit the needs of the customer, including, but not limited to, remote control robotics for autonomous operation, agricultural spraying, golf, un-manned airport runway cleaning, off-road adventure and sport, facilities maintenance, security, law enforcement, fire, search and rescue (autonomous or manned), urban commuting & errands, disabled person mobility, hunting & fishing, tourism, military troop mobility, border patrol, and micro-delivery. The Company has historically promoted its products directly to the public. The use of existing ATV, car, or motorcycle dealers/distribution networks has been minimal. In 2020, the Company experienced significant distribution and sales set-backs due to the Covid-19 pandemic. Lockdowns were implemented in both Israel and the United States just as the spring/summer sales season was beginning, causing the cancelation of orders worldwide. Sales growth resumed in 2021, but supply of machines was impeded by the global supply chain backlog, causing extensive delays in delivering machines to customers. Impact of COVID-19 The ongoing COVID-19 global and national health emergency has disrupted economies and financial markets world-wide. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic significantly impacted the Company’s supply chain, distribution centers, logistics and other service providers. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation evolves, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has experienced significant economic impact due to COVID-19, however, efforts are being made to secure additional capital while also executing operations. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Liquidity, Going Concern and Management’s Plans These consolidated 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. As reflected in the accompanying consolidated financial statements, for the six months ended June 30, 2022 the Company had: ● Net loss of $ 5,992,951 ● Net cash used in operations was $ 1,073,118 Additionally, at June 30, 2022, the Company had: ● Accumulated deficit of $ 8,787,743 ● Stockholders’ equity of $ 2,324,065 ● Working capital deficit of $ 1,587,642 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had $ 173,043 The Company expects business operations to generate sufficient revenues and positive cash flows from operations to meet its current obligations. However, the Company is seeking to raise debt or equity-based capital at favorable terms, though such terms are not certain. Currently, the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2022, and our current capital structure including equity-based instruments and our obligations and debts. During the six months ended June 30, 2022, the Company has partially satisfied its obligations from the sale of common stock ($ 95,000 If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Execute the Share Purchase Agreement and related extensions to fully acquire D.S Raider (as further described in this Report); ● Execute business operations during fiscal year December 31, 2022; ● Pursue additional debt and equity capital for growth and expansion; and ● Identify unique market opportunities that represent potential positive short-term cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three and six months ended June 30, 2022 and 2021, include stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, and accounts payable and accrued expenses, are carried at historical cost. At June 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. Concentration of Credit Risks The Company at times has cash in banks in excess of FDIC insurance limits. At June 30, 2022 and December 31, 2021, the Company had approximately $ 0 115,000 Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 0 26,677 For the six months ended June 30, 2022, the Company recorded a bad debt recovery of $ 43,069 Inventory Inventory consists of components held for assembly and finished goods held for resale. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company’s policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped to customers. All existing inventory is considered current and usable. The Company recorded no reserve for slow-moving or obsolete inventory for the three months ended as of June 30, 2022 and December 31, 2021. Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no Paycheck Protection Program Loans The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. Original Issue Discount For certain notes issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to amortization of original issue discount in the consolidated statements of operations over the life of the debt. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense in the consolidated statements of operations, over the life of the underlying debt instrument. Revenue Recognition The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services. During the six months ended June 30, 2022 and 2021, the Company primarily recognized revenues from the sale of its products, which occurs at a point in time, which is when the customer takes possession. The Company determines revenue recognition based upon the following five (5) criteria: Step 1 Identification of the contract with the customer Step 2 Identification of promised goods and services and evaluation of whether the promised goods and services are distinct performance obligations Step 3 Determination of the transaction price Step 4 Allocation of the transaction price to distinct performance obligations Step 5 Attribution of revenue for each distinct performance obligation We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. If a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. We determine the transaction price based on the consideration which we will be entitled to receive in exchange for transferring goods or services to our customer. We recognize revenue at the time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract. Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of June 30, 2022 and December 31, 2021, the Company had no remaining performance obligations. Contract Liabilities (Deferred Revenue) The Company recognizes a contract liability when consideration is received, or if the Company has the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is the Company’s obligation to transfer goods to a customer for which the Company has received consideration, or an amount of consideration due from the customer. At June 30, 2022 and December 31, 2021, deferred revenues were $ 1,007,522 912,464 Cost of Sales Cost of sales predominantly represents job-related materials and supplies. Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company had advertising costs of $ 23,551 28,768 Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option. Common Stock Awards The Company may grant common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The computation of basic and diluted loss per share for June 30, 2022 and 2021, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive. As of June 30, 2022 the Company had sufficient authorized shares of common stock to settle any potential conversions of its common stock equivalents. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards All newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. Equity Securities Without a Readily Determinable Fair Value Certain equity securities are carried at cost as these securities did not have a readily determinable fair value. There were no observable price changes in orderly transactions for the identical or a similar investment of the same issuer as of June 30, 2022 and December 31, 2021. Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the unaudited condensed consolidated results of operations, stockholders’ deficit, or cash flows. |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Jun. 30, 2022 | |
Reverse Recapitalization | |
Reverse Recapitalization | Note 3 – Reverse Recapitalization On September 14, 2021, the Company’s wholly owned acquisition subsidiary merged with and into EZ Global, with EZ Global being the surviving corporation, in a transaction treated as a reverse recapitalization (the “Merger”). As a result of the Merger, EZ Global became the Company’s wholly owned subsidiary. At the time of the Merger, the Company had insignificant operations relative to the EZ Global operations acquired and is considered the successor to substantially all of the operations of EZ Global. After the Merger, the officers and directors of EZ Global became officer and directors of the Company. In the reverse recapitalization, the Company issued 28,550,000 The transaction also requires a recapitalization of EZ Global. Since the shareholders of EZ Global acquired a controlling voting interest as a result of the Merger, EZ Global was deemed the accounting acquirer, while the Company was deemed the legal acquirer. The historical financial statements of the Company are those of EZ Global and of the consolidated entities from the date of recapitalization. Prior to the recapitalization, in May 2021, the Company had loaned $ 2,000,000 5 2,015,493 The Company did not recognize goodwill or any intangible assets in connection with the transaction. Additionally, since the transaction is considered a reverse recapitalization with a public shell corporation, the presentation of pro-forma financial information was not required. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment At June 30, 2022 and December 31, 2021, property and equipment, net, was as follows: Estimated Useful June 30, 2022 December 31, 2021 Lives (Years) Automobiles $ 115,684 $ 115,684 5 Camera equipment 16,493 16,493 5 132,177 132,178 Accumulated depreciation 70,470 50,758 Property and equipment - net $ 61,707 $ 81,419 Depreciation expense for the six months ended June 30, 2022 and 2021, was $ 19,712 41,476 |
Securities
Securities | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Securities | Note 5 – Securities Equity Securities Without a Readily Determinable Fair Value At December 31, 2021, the Company paid deposits of $ 3,850,000 295,947 On December 30, 2021, the Company signed a further extension to the D.S Raider SPA, extending the date for closing from December 31, 2021 to March 15, 2022. As part of this extension, exclusive sales and distribution rights for EZ Global to sell D.S Raider products for the North American market were extended through January 31, 2023. (We’ll need to comment on status prior to release) In addition, as part of the extension, EZ Global was required to secure $ 1,600,000 800,000 50 800,000 The Company held equity securities without a readily determinable fair values and measured at cost of $ 3,850,000 |
Notes Payable - Related Party
Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Party | Note 6 – Notes Payable - Related Party The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively Terms Note Payable Issuance date of note September 25, 2020 Maturity date September 25, 2021 Interest rate 8% Collateral Unsecured Balance - February 29, 2020 $ — Proceeds 255,000 Balance - February 28, 2021 255,000 Repayments (255,000 ) Balance - December 31, 2021 $ — Balance - June 30, 2022 $ — |
Convertible Notes Payable and D
Convertible Notes Payable and Debt Discount | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable And Debt Discount | |
Convertible Notes Payable and Debt Discount | Note 7 – Convertible Notes Payable and Debt Discount The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Convertible Convertible Convertible Terms Notes Payable Notes Payable Notes Payable Total Issuance date of notes January 2021 May 27, 2022 June 10, 2022 Maturity dates January 7, 2023 May 27, 2023 December 10, 2022 Interest rate 8 10 12 Collateral All assets Unsecured Unsecured Conversion rate 35 $ 1.00 10 Balance - February 29, 2020 $ — $ — $ — $ — Proceeds 500,000 — — 550,000 Balance - February 28, 2021 500,000 — — 550,000 Proceeds — — — 50,000 Conversion of debt into equity - recapitalization — — — (100,000 ) Balance - December 31, 2021 $ 500,000 $ — $ — $ 500,000 Converion of accounts payable to debt — 220,254 — 220,254 Proceeds — 880,000 880,000 Balance - June 30, 2022 $ 500,000 $ 220,254 $ 880,000 $ 1,600,254 On January 8, 2022, a Secured Convertible Promissory Note the Company’s subsidiary EZRaider LLC issued to Cooper DuBois, in the principal amount of $ 500,000 The Company issued a $ 880,000 December 10, 2022 12 10 88,000 792,000 180 18 The Company also paid $ 82,000 302,500 453,750 1.50 Additionally, the Company issued 800,000 4,791,935 Schedule of black scholes option pricing model Stock Price $ 6.00 Exercise price $ 3.00 Expected term (in years) 5 Expected volatility 602.34 % Annual rate of quarterly dividends 0 % Risk free interest rate 3.25 % The Company issued a $ 220,254 May 27, 2023 10 1.00 15 On June 7, 2022 the Company issued 810,384 warrants in consideration for the extension of the maturity date of the $550,000 promissory note until January 7, 2023. 4,829,289 Schedule of black scholes option pricing model Stock Price $ 2.50 Exercise price $ 6.00 Expected term (in years) 5 Expected volatility 270.10 % Annual rate of quarterly dividends 0 % Risk free interest rate 1.0 % Debt Discount The following represents a summary of the Company’s debt discount at June 30: Convertible Note Payable Amounts In-Default Balance - December 31, 2021 — — Proceeds - net 880,000 — Debt discount recorded (880,000 ) — Amortization of debt discount 96,175 — Balance - June 30, 2022 $ 96,175 $ — |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable Related Party | |
Convertible Notes Payable – Related Party | Note 8 – Convertible Notes Payable – Related Party The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Convertible Terms Notes Payable - Related Party Issuance date of note January 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. Interest rate 8 Collateral Unsecured Conversion rate 35 Balance - February 29, 2020 $ 20,000 Proceeds 40,000 Balance - February 28, 2021 60,000 Stock issued in connection with recapitalization (60,000 ) Balance - December 31, 2021 $ — Balance - June 30, 2022 $ — |
Note Payable _ Government Loan
Note Payable – Government Loan | 6 Months Ended |
Jun. 30, 2022 | |
Note Payable – Government Loan | Note 9 – Note Payable – Government Loan (A) Payroll Protection Program (“PPP”) On April 30, 2020, we executed an unsecured promissory note for $ 13,215 Interest is deferred for the first nine months of the term of the loan. These loans require equal payments of principal and interest over the eighteen (18) months following the interest deferral period. The promissory note evidencing this loan contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company. On February 7, 2022, the loan was a portion of the loan was forgiven by the SBA. As a result, the Company will record a gain on debt forgiveness t of PPP loan in the amount of $ 12,489 726 (B) Conditional Loan Forgiveness Under the terms of the PPP loan program, all or a portion of a loan may be forgiven upon request from borrower to lender, provided the loan proceeds are used in accordance with the terms of the Coronavirus Aid, Relief and Economic Security Act (the “Act” or “CARES”), borrower is not in default under the loan or any of the loan documents, and borrower has provided documentation to lender supporting such request for forgiveness that includes verifiable information on borrower’s use of the loan proceeds, to lender’s satisfaction, in its sole and absolute discretion. Currently, the Company believes these loans will be forgiven, however, there is a significant uncertainty that prevents a final determination from being made as of the date of these financial statements. The following is a summary of the PPP loan: PPP Terms SBA Issuance date of SBA loan May 2020 Maturity date April 2022 Interest rate 1 Collateral Unsecured Balance - December 31, 2021 13,215 Loan forgiveness - February 7, 2022 (12,489 ) Balance paid - June 30, 2022 (726 ) Balance - June 30, 2022 $ — On February 7, 2022, the loan was a portion of the loan was forgiven by the SBA. As a result, the Company will record a gain on debt forgiveness of PPP loan in the amount of $ 12,489 726 |
Loan Payable _ Other
Loan Payable – Other | 6 Months Ended |
Jun. 30, 2022 | |
Loan Payable Other | |
Loan Payable – Other | Note 10 – Loan Payable – Other The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Terms Notes Payable Note Payable Note Payable Note Payable Note Payable Note Payable Total Issuance date of notes March 2020 January 2020 November 2020 December 1, 2021 December 9, 2021 December 9, 2021 Maturity dates September 16, 2022 7 January 2025 November 2021 July 8, 2022 6 July 8, 2022 6 July 8, 2022 6 Interest rate 7.5 6.2 6 6 6 6 Collateral Unsecured Secured Unsecured Unsecured Unsecured Unsecured Balance - February 29, 2020 $— $46,888 $— $— $ — $— $46,888 Proceeds 220,956 1,2 — 150,000 — — 1,2 — 370,956 Repayments — (8,591 ) — — — — (8,591 ) Balance - February 28, 2021 220,956 38,297 150,000 — — — 409,253 Proceeds 50,000 — — 25,000 4 50,000 3 50,000 5 175,000 Repayments — (7,838 ) (150,000 ) — — — (157,838 ) Balance - December 31, 2021 $270,956 $30,459 $ — $25,000 $50,000 $50,000 $426,415 June 30, 2022 activity - none — (2,738 ) — — — — — Balance - June 30, 2022 $270,956 $27,712 $ — $25,000 $50,000 $50,000 $423,676 1 Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000. 2 In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager. 3 In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 4 In connection with the note, the Company issued 2,500 shares of Company’s common stock having a fair value of $3,750 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 5 In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 6 On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) with three investors and issued additional 12,500 shares of common stock to these investors in consideration for the extension of the maturity date of the promissory notes until July 8, 2022. 7 On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) to increase the interest rate to 7.5% and due date to September 16, 2022. Pursuant to the 6% Note, the Company shall pay the holder interest only payments of $1,800 for the first three months, and thereafter shall pay $11,800 per month for months four to six, and $30,034 per month thereafter until maturity. As part of the Company’s overall capital initiatives, a bridge loan offering of up to a maximum of $300,000 was initiated to facilitate working capital and other expenses associated with the ongoing efforts to raise capital. A total of $125,000 was raised through this bridge loan offering from three investors, which will be paid back to the lenders upon subsequent capital raises in the aggregate of $500,000. An aggregate of 12,500 shares were issued to the lenders as part of this bridge loan offering, having a fair value of $18,750 ($1.50 per share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. On July 11, 2021, the Company and holder amended the terms of the original agreement follows: (i) the maturity date was extended from March 16, 2021 to March 16, 2022 or the date the Company completes the acquisition of D.S Raider, whichever comes sooner, (ii) the parties acknowledged there is no further Supplemental Incentive Interests as the goals were not met, and (iii) repayment of the 6% Note shall be paid by Company on or prior to the Maturity Date, as amended, in one balloon payment all existing defaults were waived; in exchange, the Lender waived all claims with respect to any breach, default or event of default of the Note. The Company executed short term loans for $ 39,550 17 39,550 |
Advances _ Related Party
Advances – Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Advances Related Party | |
Advances – Related Party | Note 11 – Advances – Related Party During the six months ended June 30, 2022, the majority shareholder was owed $ 423 423 0 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 12 – Commitments Operating Lease Agreement On July 15, 2021, the Company renewed leased offices located in Kent, WA. The net monthly payment is $ 7,800 For the six months ended June 30, 2022, and 2021, the Company recorded rent expense of $ 48,534 58,453 Rent expense is included as a component of general and administrative expenses on the accompanying consolidated statements of operations. Employment Agreements – Related Party On May 1, 2021, the Company entered into an employment agreement with its Chief Executive Officer. The initial term of the agreement is through May 1, 2022, at an annual salary of $250,000 with $75,000 first year bonus and a minimum of 30% raise after first year of employment. 12,000 125,000 On November 18, 2021, the Company entered into an employment agreement with its Chief Operating Officer. The initial term of the agreement is through January 31, 2023, at an annual salary of $100,000 with 50,000 shares of common stock issued as a signing bonus. the Company issued 50,000 shares of its common stock to its Chief Operating Officer with a fair value of $50,000 ($1.00 per share) on the date of grant. On November 15, 2021, the Company entered into an employment agreement with its Chief Financial Officer. The initial term of the agreement is through February 1, 2021, at a salary of $48,000, with 50,000 shares of common stock to be issued. At February 1, 2022, the compensation increased to $120,000. As of June 30, 2022 the Company issued 16,667 shares of its common stock to its Chief Financial Officer with a fair value of $25,000 ($1.50 per share) on the date of grant. Consulting Agreement – Third Parties On December 30, 2021, the Company entered into a consulting agreement. The agreements has a term of three (3) months. The Company will pay an aggregate $3,000 per month and 5,333 shares of Company’s common stock. As of June 30, 2022, the Company issued 10,666 shares of its common stock to a consultant with a fair value of $16,000 ($1.50 per share) on the date of grant. The fair value of the stock was based upon recent third-party cash offering prices and expensed $6,000 as a component of general and administrative expenses. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 13 – Stockholders’ Deficit The Company has one (1) class of common stock: Common Stock ● 250,000,000 ● Par value - $ 0.0001 ● Voting at 1 vote per share Equity Transactions – Six Months Ended June 30, 2022 Stock and Warrants Issued for Cash The Company issued 70,001 105,001 1.50 10,001 Stock Issued for Services and Debt Settlement The Company issued an aggregate 16,667 shares of its common stock to its Chief Financial Officer, having a fair value of $25,000 ($1.50/share). The Company issued 10,666 16,000 On March 15, 2022, the Company entered into amendments to certain unsecured 6 12,500 The following is a summary of the Company’s warrants at June 30, 2022 and December 31, 2021: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2021 5,100,000 $ 4.46 1.16 $ 36,155,000 Granted 1,610,384 — — Exercised — — — Cancelled/Forfeited — — — Outstanding and exercisable - June 30, 2022 6,710,384 $ 4.46 2.00 $ 9,731,152 These warrants are considered a direct offering cost in connection with raising capital. As a result, the net effect on stockholders’ equity was $0. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events On July 11, 2022, the Company repaid $25,687.50, representing the outstanding principal amount and the accrued interest due under the 6% unsecured promissory note, originally issued on December 2, 2021, as amended on March 15, 2022, to Lynda N. Simmons Trust dated 2/9/2011 Peter A. Reichard, TTEE. Also on July 11, 2022, the Company paid $3,516, the total amount of interest accrued on the outstanding principal amount of the two 6% unsecured promissory notes, originally issued on December 8, 2021, as amended on March 15, 2022, to each of (i) Martin Fox and (ii) Initio, Inc. On July 8, 2022, the Company entered into Amendment No. 2 to these promissory notes with each of Martin Fox and Initio, Inc. pursuant to which, the maturity date of each note was extended to September 8, 2022. Management has evaluated subsequent events through September 14, 2022, and determined that there are no other transactions that require additional accounting or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three and six months ended June 30, 2022 and 2021, include stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts receivable, and accounts payable and accrued expenses, are carried at historical cost. At June 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At June 30, 2022 and December 31, 2021, the Company did not have any cash equivalents. |
Concentration of Credit Risks | Concentration of Credit Risks The Company at times has cash in banks in excess of FDIC insurance limits. At June 30, 2022 and December 31, 2021, the Company had approximately $ 0 115,000 |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 0 26,677 For the six months ended June 30, 2022, the Company recorded a bad debt recovery of $ 43,069 |
Inventory | Inventory Inventory consists of components held for assembly and finished goods held for resale. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company’s policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped to customers. All existing inventory is considered current and usable. The Company recorded no reserve for slow-moving or obsolete inventory for the three months ended as of June 30, 2022 and December 31, 2021. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Property and Equipment | Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no |
Paycheck Protection Program Loans | Paycheck Protection Program Loans The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. |
Original Issue Discount | Original Issue Discount For certain notes issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to amortization of original issue discount in the consolidated statements of operations over the life of the debt. |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense in the consolidated statements of operations, over the life of the underlying debt instrument. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue according to ASC 606, Revenue from Contracts with Customers. When the customer obtains control over the promised goods or services, the Company records revenue in the amount of consideration that can be expected to be received in exchange for those goods and services. During the six months ended June 30, 2022 and 2021, the Company primarily recognized revenues from the sale of its products, which occurs at a point in time, which is when the customer takes possession. The Company determines revenue recognition based upon the following five (5) criteria: Step 1 Identification of the contract with the customer Step 2 Identification of promised goods and services and evaluation of whether the promised goods and services are distinct performance obligations Step 3 Determination of the transaction price Step 4 Allocation of the transaction price to distinct performance obligations Step 5 Attribution of revenue for each distinct performance obligation We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit or financial information pertaining to the customer. If a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. We determine the transaction price based on the consideration which we will be entitled to receive in exchange for transferring goods or services to our customer. We recognize revenue at the time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. |
Remaining Performance Obligations | Remaining Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied by transferring the promised good or service to the customer. The Company identifies and tracks the performance obligations at contract inception so that the Company can monitor and account for the performance obligations over the life of the contract. Remaining performance obligations represent the transaction price of orders for which products have not been delivered or services have not been performed. As of June 30, 2022 and December 31, 2021, the Company had no remaining performance obligations. |
Contract Liabilities (Deferred Revenue) | Contract Liabilities (Deferred Revenue) The Company recognizes a contract liability when consideration is received, or if the Company has the unconditional right to receive consideration, in advance of satisfying the performance obligation. A contract liability is the Company’s obligation to transfer goods to a customer for which the Company has received consideration, or an amount of consideration due from the customer. At June 30, 2022 and December 31, 2021, deferred revenues were $ 1,007,522 912,464 |
Cost of Sales | Cost of Sales Cost of sales predominantly represents job-related materials and supplies. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company had advertising costs of $ 23,551 28,768 |
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. We use the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option. |
Common Stock Awards | Common Stock Awards The Company may grant common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the statement of operations in the same manner and charged to the same account as if such settlements had been made in cash. |
Stock Warrants | Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The computation of basic and diluted loss per share for June 30, 2022 and 2021, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive. As of June 30, 2022 the Company had sufficient authorized shares of common stock to settle any potential conversions of its common stock equivalents. |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Recent Accounting Standards All newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Equity Securities Without a Readily Determinable Fair Value | Equity Securities Without a Readily Determinable Fair Value Certain equity securities are carried at cost as these securities did not have a readily determinable fair value. There were no observable price changes in orderly transactions for the identical or a similar investment of the same issuer as of June 30, 2022 and December 31, 2021. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the unaudited condensed consolidated results of operations, stockholders’ deficit, or cash flows. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
At June 30, 2022 and December 31, 2021, property and equipment, net, was as follows: | At June 30, 2022 and December 31, 2021, property and equipment, net, was as follows: Estimated Useful June 30, 2022 December 31, 2021 Lives (Years) Automobiles $ 115,684 $ 115,684 5 Camera equipment 16,493 16,493 5 132,177 132,178 Accumulated depreciation 70,470 50,758 Property and equipment - net $ 61,707 $ 81,419 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively | The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively Terms Note Payable Issuance date of note September 25, 2020 Maturity date September 25, 2021 Interest rate 8% Collateral Unsecured Balance - February 29, 2020 $ — Proceeds 255,000 Balance - February 28, 2021 255,000 Repayments (255,000 ) Balance - December 31, 2021 $ — Balance - June 30, 2022 $ — |
Convertible Notes Payable and_2
Convertible Notes Payable and Debt Discount (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable And Debt Discount | |
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: | The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Convertible Convertible Convertible Terms Notes Payable Notes Payable Notes Payable Total Issuance date of notes January 2021 May 27, 2022 June 10, 2022 Maturity dates January 7, 2023 May 27, 2023 December 10, 2022 Interest rate 8 10 12 Collateral All assets Unsecured Unsecured Conversion rate 35 $ 1.00 10 Balance - February 29, 2020 $ — $ — $ — $ — Proceeds 500,000 — — 550,000 Balance - February 28, 2021 500,000 — — 550,000 Proceeds — — — 50,000 Conversion of debt into equity - recapitalization — — — (100,000 ) Balance - December 31, 2021 $ 500,000 $ — $ — $ 500,000 Converion of accounts payable to debt — 220,254 — 220,254 Proceeds — 880,000 880,000 Balance - June 30, 2022 $ 500,000 $ 220,254 $ 880,000 $ 1,600,254 |
Schedule of black scholes option pricing model | Schedule of black scholes option pricing model Stock Price $ 6.00 Exercise price $ 3.00 Expected term (in years) 5 Expected volatility 602.34 % Annual rate of quarterly dividends 0 % Risk free interest rate 3.25 % Schedule of black scholes option pricing model Stock Price $ 2.50 Exercise price $ 6.00 Expected term (in years) 5 Expected volatility 270.10 % Annual rate of quarterly dividends 0 % Risk free interest rate 1.0 % |
The following represents a summary of the Company’s debt discount at June 30: | The following represents a summary of the Company’s debt discount at June 30: Convertible Note Payable Amounts In-Default Balance - December 31, 2021 — — Proceeds - net 880,000 — Debt discount recorded (880,000 ) — Amortization of debt discount 96,175 — Balance - June 30, 2022 $ 96,175 $ — |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Party (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes Payable Related Party | |
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: | The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Convertible Terms Notes Payable - Related Party Issuance date of note January 2021 Maturity dates February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. Interest rate 8 Collateral Unsecured Conversion rate 35 Balance - February 29, 2020 $ 20,000 Proceeds 40,000 Balance - February 28, 2021 60,000 Stock issued in connection with recapitalization (60,000 ) Balance - December 31, 2021 $ — Balance - June 30, 2022 $ — |
Note Payable _ Government Loan
Note Payable – Government Loan (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
The following is a summary of the PPP loan: | The following is a summary of the PPP loan: PPP Terms SBA Issuance date of SBA loan May 2020 Maturity date April 2022 Interest rate 1 Collateral Unsecured Balance - December 31, 2021 13,215 Loan forgiveness - February 7, 2022 (12,489 ) Balance paid - June 30, 2022 (726 ) Balance - June 30, 2022 $ — |
Loan Payable _ Other (Tables)
Loan Payable – Other (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loan Payable Other | |
The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: | The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: Terms Notes Payable Note Payable Note Payable Note Payable Note Payable Note Payable Total Issuance date of notes March 2020 January 2020 November 2020 December 1, 2021 December 9, 2021 December 9, 2021 Maturity dates September 16, 2022 7 January 2025 November 2021 July 8, 2022 6 July 8, 2022 6 July 8, 2022 6 Interest rate 7.5 6.2 6 6 6 6 Collateral Unsecured Secured Unsecured Unsecured Unsecured Unsecured Balance - February 29, 2020 $— $46,888 $— $— $ — $— $46,888 Proceeds 220,956 1,2 — 150,000 — — 1,2 — 370,956 Repayments — (8,591 ) — — — — (8,591 ) Balance - February 28, 2021 220,956 38,297 150,000 — — — 409,253 Proceeds 50,000 — — 25,000 4 50,000 3 50,000 5 175,000 Repayments — (7,838 ) (150,000 ) — — — (157,838 ) Balance - December 31, 2021 $270,956 $30,459 $ — $25,000 $50,000 $50,000 $426,415 June 30, 2022 activity - none — (2,738 ) — — — — — Balance - June 30, 2022 $270,956 $27,712 $ — $25,000 $50,000 $50,000 $423,676 1 Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000. 2 In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager. 3 In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 4 In connection with the note, the Company issued 2,500 shares of Company’s common stock having a fair value of $3,750 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 5 In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. 6 On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) with three investors and issued additional 12,500 shares of common stock to these investors in consideration for the extension of the maturity date of the promissory notes until July 8, 2022. 7 On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) to increase the interest rate to 7.5% and due date to September 16, 2022. |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
The following is a summary of the Company’s warrants at June 30, 2022 and December 31, 2021: | The following is a summary of the Company’s warrants at June 30, 2022 and December 31, 2021: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2021 5,100,000 $ 4.46 1.16 $ 36,155,000 Granted 1,610,384 — — Exercised — — — Cancelled/Forfeited — — — Outstanding and exercisable - June 30, 2022 6,710,384 $ 4.46 2.00 $ 9,731,152 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ 5,688,246 | $ 304,705 | $ 44,344 | $ 106,576 | $ 5,992,951 | $ 150,920 | ||
Net cash used in operations | (1,073,118) | (285,242) | ||||||
Accumulated deficit | 8,787,743 | 8,787,743 | ||||||
Stockholders equity | 2,324,065 | $ 2,009,771 | $ (360,783) | $ (316,439) | 2,324,065 | $ (360,783) | $ 2,064,724 | $ (209,863) |
Working capital deficit | 1,587,642 | 1,587,642 | ||||||
Cash | $ 173,043 | 173,043 | $ 365,800 | |||||
Proceeds from Related Party Debt | $ 95,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Concertation of Credit Risk | $ 0 | $ 115,000 | |||
Allowance for Doubtful Accounts, Premiums and Other Receivables | $ 0 | 0 | 26,677 | ||
Bad debt recovery | 43,069 | ||||
Impairment losses | 0 | $ 0 | |||
Deferred revenue | 1,007,522 | $ 1,007,522 | $ 912,464 | ||
Advertising Costs, Capitalized Direct Response Advertising, Write-down | $ 23,551 | $ 28,768 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 11, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 14, 2021 | May 31, 2021 | |
Stock Issued During Period, Shares, New Issues | 302,500 | ||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||
Interest loan | 5% | ||||
Interest Receivable | $ 2,015,493 | ||||
Common Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 70,001 | ||||
Common Stock [Member] | Shareholders [Member] | |||||
Stock Issued During Period, Shares, New Issues | 28,550,000 |
At June 30, 2022 and December 3
At June 30, 2022 and December 31, 2021, property and equipment, net, was as follows: (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 132,177 | $ 132,178 |
Accumulated depreciation | 70,470 | 50,758 |
Property and equipment net | 61,707 | 81,419 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 115,684 | 115,684 |
Useful lives (in years) | 5 years | |
Camera Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 16,493 | $ 16,493 |
Useful lives (in years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 19,712 | $ 41,476 |
The following represents a summ
The following represents a summary of the Company’s notes payable and the related key terms and outstanding balances at December 31, 2021 and February 28, 2021, respectively (Details) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | May 27, 2022 | |
Short-Term Debt [Line Items] | |||||
Interest rate | 18% | 15% | |||
Begnning balance | $ 426,415 | $ 409,253 | $ 46,888 | ||
Proceeds | $ 3,110,956 | ||||
Ending balance | $ 423,676 | 426,415 | 409,253 | ||
Note Payable6 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance date of note | Sep. 25, 2020 | ||||
Maturity date | Sep. 25, 2021 | ||||
Interest rate | 8% | ||||
Collateral | Unsecured | ||||
Begnning balance | $ 0 | 255,000 | 0 | ||
Proceeds | 255,000 | ||||
Repayments | (255,000) | ||||
Ending balance | $ 0 | $ 0 | $ 255,000 |
Securities (Details Narrative)
Securities (Details Narrative) - USD ($) | 6 Months Ended | ||||
Jan. 17, 2022 | Oct. 11, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Purchase price | 50% | ||||
Cost of equity | $ 3,850,000 | ||||
D S Raider Ltd [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Conversion of shares | 295,947 | ||||
Payments for Purchase of Other Assets | $ 800,000 | ||||
Cost of equity | $ 800,000 | ||||
D S Raider Ltd [Member] | Share Purchase Agreement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deposite paid | $ 3,850,000 | ||||
E Z Raider Ltd [Member] | Share Purchase Agreement [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Deposite paid | $ 1,600,000 |
The following represents a su_2
The following represents a summary of the Company’s convertible notes payable and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | May 27, 2022 | |
Short-Term Debt [Line Items] | |||||
Interest rate | 18% | 15% | |||
Begnning balance | $ 500,000 | $ 500,000 | $ 550,000 | ||
Proceeds | 880,000 | 50,000 | 550,000 | ||
Proceeds | (100,000) | ||||
Conversion of debt into equity - recapitalization | 220,254 | ||||
Ending balance | $ 816,426 | 500,000 | 550,000 | ||
Stock issued in connection with recapitalization | 95,000 | ||||
Notes Payable [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance date of SBA loan | January 2021 | ||||
Maturity date description | January 7, 2023 | ||||
Interest rate | 8% | ||||
Collateral | All assets | ||||
Conversion rate | 35% | ||||
Begnning balance | 500,000 | $ 500,000 | 500,000 | ||
Proceeds | 500,000 | ||||
Proceeds | |||||
Conversion of debt into equity - recapitalization | |||||
Ending balance | $ 500,000 | 500,000 | 500,000 | ||
Notes Payable One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance date of SBA loan | May 27, 2022 | ||||
Maturity date description | May 27, 2023 | ||||
Interest rate | 10% | ||||
Collateral | Unsecured | ||||
Conversion of Stock, Amount Converted | $ 1 | ||||
Conversion of debt into equity - recapitalization | 220,254 | ||||
Ending balance | $ 220,254 | ||||
Notes Payable Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance date of SBA loan | June 10, 2022 | ||||
Maturity date description | December 10, 2022 | ||||
Interest rate | 12% | ||||
Collateral | Unsecured | ||||
Conversion rate | 10% | ||||
Proceeds | $ 880,000 | ||||
Ending balance | $ 880,000 | ||||
Convertible Notes Payable Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance date of SBA loan | January 2021 | ||||
Maturity date description | February 2022 or the closing of the proposed acquisition of D.S. Raider LTD. | ||||
Interest rate | 8% | ||||
Conversion rate | 35% | ||||
Proceeds | 40,000 | ||||
Collateral | Unsecured | ||||
Begnning balance | 60,000 | 20,000 | |||
Stock issued in connection with recapitalization | (60,000) | ||||
Ending balance | $ 60,000 |
Schedule of black scholes optio
Schedule of black scholes option pricing model (Details) - $ / shares | Jun. 11, 2022 | Jun. 07, 2022 |
Convertible Notes Payable And Debt Discount | ||
Stock Price | $ 6 | $ 2.50 |
Exercise price | $ 3 | $ 6 |
Expected term (in years) | 5 years | 5 years |
Expected volatility | 602.34% | 270.10% |
Annual rate of quarterly dividends | 0% | 0% |
Risk free interest rate | 3.25% | 1% |
The following represents a su_3
The following represents a summary of the Company’s debt discount at June 30: (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Amortization of debt discount | $ 96,175 | |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Balance - December 31, 2021 | ||
Proceeds - net | 880,000 | |
Debt discount recorded | (880,000) | |
Amortization of debt discount | 96,175 | |
Balance - June 30, 2022 | 96,175 | |
Convertible Note Payable in Default [Member] | ||
Short-Term Debt [Line Items] | ||
Balance - December 31, 2021 | ||
Proceeds - net | ||
Debt discount recorded | ||
Amortization of debt discount | ||
Balance - June 30, 2022 |
Convertible Notes Payable and_3
Convertible Notes Payable and Debt Discount (Details Narrative) - USD ($) | 6 Months Ended | |||||||
Jun. 11, 2022 | Jun. 07, 2022 | Jun. 07, 2022 | May 27, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 08, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable And Debt Discount | ||||||||
Convertible note | $ 500,000 | |||||||
Proceeds from Unsecured Notes Payable | $ 880,000 | |||||||
Maturity date | Dec. 10, 2022 | |||||||
Interest-Bearing Liabilities, Average Rate Paid | 12% | |||||||
Discount rate | 10% | |||||||
Original debt discount rate | $ 88,000 | |||||||
Net proceeds | $ 792,000 | $ 709,500 | ||||||
Days to convert | 180 days | |||||||
Interest rate | 15% | 18% | ||||||
Debt issuance cost paid | $ 82,000 | |||||||
Stock issued for cash (in shares) | 302,500 | |||||||
Equity fair value | $ 453,750 | $ 4,829,289 | ||||||
Common stock, par value (in dollars per share | $ 1.50 | $ 1 | $ 0.0001 | $ 0.0001 | ||||
Issuance of warrents | 800,000 | |||||||
Fair value of warrents | $ 4,791,935 | $ 4,829,289 | ||||||
Issuance of unsecure convertible notes | $ 220,254 | |||||||
Maturity date | May 27, 2023 | |||||||
Interest Rate | 10% | |||||||
Description of agreement | On June 7, 2022 the Company issued 810,384 warrants in consideration for the extension of the maturity date of the $550,000 promissory note until January 7, 2023. |
The following is a summary of t
The following is a summary of the PPP loan: (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 07, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | May 27, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest rate | 18% | 15% | |||
Begnning balance | $ 426,415 | $ 426,415 | $ 409,253 | $ 46,888 | |
Loan forgiveness | $ 880,000 | $ 50,000 | $ 550,000 | ||
Payroll Protection Program [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Issuance date of SBA loan | May 2020 | ||||
Maturity date description | April 2022 | ||||
Interest rate | 1% | ||||
Collateral | Unsecured | ||||
Begnning balance | 13,215 | $ 13,215 | |||
Loan forgiveness | $ (12,489) | ||||
Notes payable balance paid | $ (726) |
Note Payable _ Government Loa_2
Note Payable – Government Loan (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Apr. 30, 2020 | Feb. 29, 2020 | |
Short-Term Debt [Line Items] | ||||||
Amount executed | $ 423,676 | $ 426,415 | $ 409,253 | $ 46,888 | ||
Payroll Protection Program [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Amount executed | $ 12,489 | 726 | $ 13,215 | |||
Portion of loan | $ 12,489 | $ 726 | ||||
Promissory Note [Member] | Payroll Protection Program [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Amount executed | $ 13,215 |
The following represents a su_4
The following represents a summary of the Company’s loan payable – other and the related key terms and outstanding balances at June 30, 2022 and December 31, 2021, respectively: (Details) - USD ($) | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | May 27, 2022 | ||||
Short-Term Debt [Line Items] | |||||||
Interest rate | 18% | 15% | |||||
Begnning balance | $ 426,415 | $ 409,253 | $ 46,888 | ||||
Proceeds | 175,000 | 370,956 | [1],[2] | ||||
Repayments | 157,838 | 8,591 | |||||
Repayments of Loans Payable | (157,838) | (8,591) | |||||
Notes Payable | (2,738) | ||||||
Ending balance | $ 423,676 | 426,415 | 409,253 | ||||
Loans Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | March 2020 | ||||||
Maturity date description | [3] | September 16, 2022 | |||||
Interest rate | 7.50% | ||||||
Collateral | Unsecured | ||||||
Begnning balance | $ 270,956 | 220,956 | 0 | ||||
Proceeds | 50,000 | 220,956 | [1],[2] | ||||
Repayments | |||||||
Repayments of Loans Payable | |||||||
Ending balance | $ 270,956 | 270,956 | 220,956 | ||||
Loans Payable One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | January 2020 | ||||||
Maturity date description | January 2025 | ||||||
Interest rate | 6.20% | ||||||
Collateral | Secured | ||||||
Begnning balance | $ 30,459 | 38,297 | 46,888 | ||||
Proceeds | [1],[2] | ||||||
Repayments | 7,838 | 8,591 | |||||
Repayments of Loans Payable | (7,838) | (8,591) | |||||
Ending balance | $ 27,712 | 30,459 | 38,297 | ||||
Loans Payable Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | November 2020 | ||||||
Maturity date description | November 2021 | ||||||
Interest rate | 6% | ||||||
Collateral | Unsecured | ||||||
Begnning balance | 150,000 | 0 | |||||
Proceeds | 150,000 | [1],[2] | |||||
Repayments | 150,000 | ||||||
Repayments of Loans Payable | (150,000) | ||||||
Ending balance | 150,000 | ||||||
Loans Payable Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | December 1, 2021 | ||||||
Maturity date description | [4] | July 8, 2022 | |||||
Interest rate | 6% | ||||||
Collateral | Unsecured | ||||||
Begnning balance | $ 25,000 | 0 | |||||
Proceeds | 25,000 | [5] | [1],[2] | ||||
Repayments | |||||||
Repayments of Loans Payable | |||||||
Ending balance | $ 25,000 | 25,000 | |||||
Loans Payable Four [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | December 9, 2021 | ||||||
Maturity date description | [4] | July 8, 2022 | |||||
Interest rate | 6% | ||||||
Collateral | Unsecured | ||||||
Begnning balance | $ 50,000 | ||||||
Proceeds | 50,000 | [6] | [1],[2] | ||||
Repayments | |||||||
Repayments of Loans Payable | |||||||
Ending balance | $ 50,000 | 50,000 | |||||
Loans Payable Five [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance date of SBA loan | December 9, 2021 | ||||||
Maturity date description | [4] | July 8, 2022 | |||||
Interest rate | 6% | ||||||
Collateral | Unsecured | ||||||
Begnning balance | $ 50,000 | 0 | |||||
Proceeds | 50,000 | [7] | [1],[2] | ||||
Repayments | |||||||
Repayments of Loans Payable | |||||||
Ending balance | $ 50,000 | $ 50,000 | |||||
[1]Debt is personally guaranteed by the Company’s Chief Executive Officer for up to $100,000.[2]In consideration for the 6% Note, the Company issued the holder a five percent equity interest in the Company, an option to acquire an additional fifteen percent equity in the Company if the holder met certain sales goals (“Supplemental Incentive Interests”), and a personal guarantee for a minimum of $100,000 of the Note by the Company’s majority member and manager.[3]On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) to increase the interest rate to 7.5% and due date to September 16, 2022.[4]On March 15, 2022, the Company entered into amendments to certain unsecured 6% promissory notes (the “Amendments”) with three investors and issued additional 12,500 shares of common stock to these investors in consideration for the extension of the maturity date of the promissory notes until July 8, 2022.[5]In connection with the note, the Company issued 2,500 shares of Company’s common stock having a fair value of $3,750 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value.[6]In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value.[7]In connection with the note, the Company issued 5,000 shares of Company’s common stock having a fair value of $7,500 ($1.50/share). Fair value of the stock was based upon recent third-party cash offering prices, which represented the best evidence of fair value. |
Loan Payable _ Other (Details N
Loan Payable – Other (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 11, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Loan Payable Other | |||
Description of maturity | the Company shall pay the holder interest only payments of $1,800 for the first three months, and thereafter shall pay $11,800 per month for months four to six, and $30,034 per month thereafter until maturity. | ||
Description of agreement | the Company and holder amended the terms of the original agreement follows: (i) the maturity date was extended from March 16, 2021 to March 16, 2022 or the date the Company completes the acquisition of D.S Raider, whichever comes sooner, (ii) the parties acknowledged there is no further Supplemental Incentive Interests as the goals were not met, and (iii) repayment of the 6% Note shall be paid by Company on or prior to the Maturity Date, as amended, in one balloon payment all existing defaults were waived; in exchange, the Lender waived all claims with respect to any breach, default or event of default of the Note. | ||
Short term loans | $ 39,550 | ||
Interest accrued | 17% |
Advances _ Related Party (Detai
Advances – Related Party (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Advances Related Party | ||
Advance net amount | $ 423 | |
Loan balance | $ 423 | $ 0 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | 6 Months Ended | |||||||
May 01, 2022 | Nov. 18, 2021 | Nov. 18, 2021 | Nov. 15, 2021 | Jul. 15, 2021 | May 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Rent Expense | $ 48,534 | $ 58,453 | ||||||
Annually expenses | $ 12,000 | |||||||
Selling general and administrative expenses | $ 125,000 | |||||||
Operating Lease Agreement Related Party [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Office space monthly rate | $ 7,800 | |||||||
Employment Agreements Related Party [Member] | Chief Operating Officer [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Description of termination | The initial term of the agreement is through January 31, 2023, at an annual salary of $100,000 with 50,000 shares of common stock issued as a signing bonus. | The initial term of the agreement is through February 1, 2021, at a salary of $48,000, with 50,000 shares of common stock to be issued. | The initial term of the agreement is through May 1, 2022, at an annual salary of $250,000 with $75,000 first year bonus and a minimum of 30% raise after first year of employment. | |||||
Employment Agreements Related Party [Member] | Chief Operating Officer [Member] | Common Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Description of termination | the Company issued 50,000 shares of its common stock to its Chief Operating Officer with a fair value of $50,000 ($1.00 per share) on the date of grant. | At February 1, 2022, the compensation increased to $120,000. As of June 30, 2022 the Company issued 16,667 shares of its common stock to its Chief Financial Officer with a fair value of $25,000 ($1.50 per share) on the date of grant. |
The following is a summary of_2
The following is a summary of the Company’s warrants at June 30, 2022 and December 31, 2021: (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Outstanding and exercisable at beginning (in shares) | 5,100,000 |
Outstanding and exercisable at beginning (in dollars per shares) | $ / shares | $ 4.46 |
Outstanding and exercisable at beginning | 1 year 1 month 27 days |
Outstanding and exercisable at beginning | $ | $ 36,155,000 |
Granted | 1,610,384 |
Outstanding and exercisable at ending (in shares) | 6,710,384 |
Outstanding and exercisable at ending (in dollars per shares) | $ / shares | $ 4.46 |
Outstanding and exercisable at ending | 2 years |
Outstanding and exercisable at ending | $ | $ 9,731,152 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 6 Months Ended | 10 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 11, 2022 | May 27, 2022 | Mar. 15, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, authorized | 250,000,000 | 250,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 1.50 | $ 1 | |
Common stock voting rights | Voting at 1 vote per share | ||||
Stock issued for cash | $ 105,001 | ||||
Settlement of accounts payable (in shares) | 10,666 | ||||
Settlement of accounts payable | $ 16,000 | ||||
Common stock issued (in shares) | 41,896,836 | 41,479,502 | |||
Promissory Notes [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Promissory notes | 6% | ||||
Chief Executive Officer [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Plan of Reorganization, Description of Debt Securities Issued or to be Issued | Company issued an aggregate 16,667 shares of its common stock to its Chief Financial Officer, having a fair value of $25,000 ($1.50/share). | ||||
Three Investors [Member] | Promissory Notes [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued (in shares) | 12,500 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued (in shares) | 70,001 | ||||
Reverse recapitalization shares issue | 10,001 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued, per share | $ 1.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 11, 2022 | Jun. 07, 2022 |
Subsequent Event [Line Items] | ||
Description of agreement | On June 7, 2022 the Company issued 810,384 warrants in consideration for the extension of the maturity date of the $550,000 promissory note until January 7, 2023. | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Description of agreement | On July 11, 2022, the Company repaid $25,687.50, representing the outstanding principal amount and the accrued interest due under the 6% unsecured promissory note, originally issued on December 2, 2021, as amended on March 15, 2022, to Lynda N. Simmons Trust dated 2/9/2011 Peter A. Reichard, TTEE. Also on July 11, 2022, the Company paid $3,516, the total amount of interest accrued on the outstanding principal amount of the two 6% unsecured promissory notes, originally issued on December 8, 2021, as amended on March 15, 2022, to each of (i) Martin Fox and (ii) Initio, Inc. On July 8, 2022, the Company entered into Amendment No. 2 to these promissory notes with each of Martin Fox and Initio, Inc. pursuant to which, the maturity date of each note was extended to September 8, 2022. |