Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-41051 | ||
Entity Registrant Name | BLACKBOXSTOCKS INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-3598066 | ||
Entity Address, Address Line One | 5430 LBJ Freeway, Suite 1485 | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75240 | ||
City Area Code | 972 | ||
Local Phone Number | 726-9203 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | BLBX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,764,379 | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,226,145 | ||
Auditor Firm ID | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Location | Dallas, Texas | ||
Entity Central Index Key | 0001567900 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 472,697 | $ 425,578 |
Accounts receivable, net of allowance for doubtful accounts of $68,589 at December 31, 2023 and 2022, respectively | 18,212 | 59,613 |
Inventory | 3,464 | 15,464 |
Marketable securities | 2,955 | 3,216,280 |
Other receivable | 475,000 | 0 |
Prepaid expenses and other current assets | 35,161 | 190,120 |
Total current assets | 1,007,489 | 3,907,055 |
Property and equipment: | ||
Right of use lease | 344,370 | 335,640 |
Total property and equipment | 396,651 | 428,726 |
Investments | 8,424,000 | 0 |
Total assets | 9,828,140 | 4,335,781 |
Current liabilities: | ||
Accounts payable | 842,404 | 730,099 |
Accrued interest | 1,613 | 1,613 |
Unearned subscriptions | 1,295,514 | 1,022,428 |
Lease liability right of use, current | 64,818 | 70,002 |
Note payable, current portion (Note 8) | 28,064 | 28,733 |
Total current liabilities | 2,232,413 | 1,852,875 |
Long term liabilities: | ||
Lease liability right of use, long term | 287,417 | 265,639 |
Total long term liabilities | 298,967 | 305,253 |
Commitments and Contingencies | ||
Stockholders' equity | ||
Common stock, $0.001 par value, 100,000,000 shares authorized: 3,223,015 and 3,298,033 issued and outstanding at December 31, 2023 and 2022, respectively | 3,223 | 3,298 |
Common stock payable | 0 | 23,340 |
Treasury stock | (27,650) | (1,102,375) |
Additional paid in capital | 26,802,808 | 18,070,556 |
Accumulated deficit | (19,484,891) | (14,820,436) |
Total stockholders' equity | 7,296,760 | 2,177,653 |
Total liabilities and stockholders' equity | 9,828,140 | 4,335,781 |
Undesignated Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2023 and 2022, respectively | 3,270 | 3,270 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Related Party [Member] | ||
Long term liabilities: | ||
Note payable | 11,550 | 39,614 |
Machinery and Equipment [Member] | ||
Property and equipment: | ||
Software, office, computer and related equipment, net of depreciation of $147,820 and $104,410 at December 31, 2023 and 2022, respectively | $ 52,281 | $ 93,086 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for doubtful accounts | $ 68,589 | $ 68,589 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | 0.001 | |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 100,000,000 | |
Common Stock, Shares, Issued (in shares) | 3,223,015 | 3,298,033 |
Common stock, shares outstanding (in shares) | 3,223,015 | 3,298,033 |
Undesignated Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 3,269,998 | 3,269,998 |
Preferred stock, shares outstanding (in shares) | 3,269,998 | 3,269,998 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding (in shares) | 3,269,998 | 3,269,998 |
Preferred Stock, Shares Issued (in shares) | 3,269,998 | 3,269,998 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | |
Preferred Stock, Shares Outstanding (in shares) | 0 | |
Preferred Stock, Shares Issued (in shares) | 0 | |
Machinery and Equipment [Member] | ||
Property and equipment, depreciation | $ 147,820 | $ 104,410 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Subscriptions | $ 3,106,026 | $ 4,959,109 |
Cost of revenues | 1,666,192 | 2,080,879 |
Gross margin | 1,439,834 | 2,878,230 |
Operating expenses: | ||
Software development costs | 923,720 | 1,203,140 |
Selling, general and administrative | 5,140,391 | 4,729,686 |
Advertising and marketing | 629,984 | 1,468,702 |
Depreciation and amortization | 43,410 | 22,728 |
Total operating expenses | 6,737,505 | 7,424,256 |
Operating income (loss) | (5,297,671) | (4,546,026) |
Other (income) expense: | ||
Interest expense | 633 | 98,541 |
Amortization of debt discount and issuance costs | 0 | 46,597 |
Other income | 575,000 | 0 |
Investment (income) loss | (58,849) | 328,718 |
Total other (income) expense | (633,216) | 473,856 |
Loss before income taxes | (4,664,455) | (5,019,882) |
Income taxes | 0 | 0 |
Net loss | $ (4,664,455) | $ (5,019,882) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 3,219,224 | 3,296,559 |
Net loss per share - basic and diluted (in dollars per share) | $ (1.45) | $ (1.52) |
Subscription and Circulation [Member] | ||
Subscriptions | $ 3,096,112 | $ 4,927,002 |
Product and Service, Other [Member] | ||
Subscriptions | $ 9,914 | $ 32,107 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common and Preferred [Member] | Retained Earnings [Member] | Total |
Balances | $ 0 | $ 0 | $ 15,000 | $ 17,596,459 | $ 7,817,450 | ||||
Balances (in shares) at Dec. 31, 2021 | 3,269,998 | 0 | 3,274,924 | ||||||
Balances at Dec. 31, 2021 | 0 | $ 0 | 15,000 | 17,596,459 | 7,817,450 | ||||
Purchase of treasury stock | $ 0 | 0 | 0 | $ 0 | 0 | 0 | $ 1,102,375 | 1,102,375 | |
Purchase of treasury stock | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (1,102,375) | (1,102,375) | |
Issuance of shares for cashless exercise of warrants (in shares) | 0 | 0 | 0 | 21,597 | |||||
Issuance of shares for cashless exercise of warrants | $ 0 | $ 0 | $ 0 | $ 22 | 0 | (22) | 0 | $ 0 | 0 |
Issuance of warrants for compensation | 0 | 0 | 0 | 0 | 127,520 | 0 | 127,520 | ||
Issuance of options for compensation | 0 | 0 | 0 | 0 | 316,600 | 0 | 316,600 | ||
Common stock payable for compensation | 0 | 0 | 0 | 38,340 | 0 | 0 | 38,340 | ||
Common stock payable for compensation | 0 | 0 | 0 | $ 1 | 29,999 | 0 | 0 | ||
Common stock payable for compensation (in shares) | 1,512 | ||||||||
Net loss | 0 | 0 | 0 | $ 0 | 0 | 0 | (5,019,882) | (5,019,882) | |
Issuance of warrants for compensation | $ 0 | $ 0 | $ 0 | $ 0 | 127,520 | 0 | 127,520 | ||
Balances (in shares) at Dec. 31, 2022 | 3,269,998 | 0 | 0 | 3,298,033 | |||||
Balances at Dec. 31, 2022 | $ 3,270 | $ 0 | $ 0 | $ 3,298 | 23,340 | 18,070,556 | (1,102,375) | (14,820,436) | 2,177,653 |
Balances | 3,270 | 0 | 0 | 3,298 | 23,340 | 18,070,556 | (1,102,375) | (14,820,436) | 2,177,653 |
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | 106,750 | 106,750 | |
Purchase of treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | (106,750) | (106,750) | |
Issuance of warrants for compensation | 0 | 0 | 0 | 0 | 127,520 | 0 | 127,520 | ||
Issuance of options for compensation | 0 | 0 | 0 | 0 | 444,383 | 0 | 444,383 | ||
Net loss | 0 | 0 | 0 | $ 0 | 0 | 0 | (4,664,455) | (4,664,455) | |
Issuance of stock for partial shares resulting from reverse split | 0 | 0 | 0 | 0 | 8 | 0 | 0 | 0 | |
Issuance of stock for partial shares resulting from reverse split (in shares) | 8,838 | ||||||||
Issuance of stock for partial shares resulting from reverse split | $ 8 | ||||||||
Issuance of stock for partial shares resulting from reverse split | 0 | 0 | 0 | 0 | (8) | 0 | 0 | 0 | |
Retirement of treasury stock | 0 | $ 0 | 0 | $ 454 | 0 | 1,181,475 | |||
Retirement of treasury stock (in shares) | 0 | 454,441 | |||||||
Retirement of treasury stock (in shares) | 0 | (454,441) | |||||||
Retirement of treasury stock | 0 | $ 0 | 0 | $ (454) | 0 | (1,181,475) | |||
Retirement of treasury stock | (1,181,021) | ||||||||
Issuance of warrants for compensation | 0 | 0 | 0 | 0 | 127,520 | 0 | 127,520 | ||
Issuance of warrants for compensation | $ 0 | $ 0 | $ 0 | $ 371 | (23,340) | 917,378 | 0 | 0 | 894,409 |
Issuance of warrants for compensation (in shares) | 370,585 | ||||||||
Issuance of stock for investment (in shares) | 0 | 2,400,000 | 0 | 0 | |||||
Issuance of stock for investment | $ 0 | $ 2,400 | $ 0 | $ 0 | 0 | 8,421,600 | 0 | 0 | 8,424,000 |
Forfeiture of stock (in shares) | (2,400,000) | ||||||||
Forfeiture of stock | $ (2,400) | 2,400 | |||||||
Balances (in shares) at Dec. 31, 2023 | 3,269,998 | 0 | 0 | 3,223,015 | |||||
Balances at Dec. 31, 2023 | $ 3,270 | $ 0 | $ 0 | $ 3,223 | 0 | 26,802,808 | (27,650) | (19,484,891) | 7,296,760 |
Balances | $ 3,270 | $ 0 | $ 0 | $ 3,223 | $ 0 | $ 26,802,808 | $ (27,650) | $ (19,484,891) | $ 7,296,760 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (4,664,455) | $ (5,019,882) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 43,410 | 22,728 |
Amortization of note discount and issuance costs | 0 | 46,597 |
Stock based compensation | 1,454,062 | 482,460 |
Investment (income) loss | (58,849) | 328,718 |
Increase (Decrease) in Operating Capital [Abstract] | ||
Accounts receivable | 41,401 | (41,028) |
Inventory | 12,000 | (1,897) |
Other receivable | (475,000) | |
Prepaid expenses and other current assets | 75,859 | 37,320 |
Right of use lease | 7,864 | 0 |
Accounts payable | 124,555 | 144,484 |
Accrued interest | 0 | (4,931) |
Unearned subscriptions | 273,086 | (279,608) |
Net cash used in operating activities | (3,166,067) | (4,285,039) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,605) | (65,941) |
Purchase of marketable securities | (11,293,184) | (25,537,164) |
Sale of marketable securities | 14,565,358 | 30,008,048 |
Net cash provided by investing activities | 3,269,569 | 4,404,943 |
Cash flows from financing activities: | ||
Purchase of treasury stock | (27,650) | (1,102,375) |
Principal payments on senior secured note payable | 0 | (990,000) |
Principal payments on notes payable | (28,733) | (28,448) |
Net cash used in financing activities | (56,383) | (2,120,823) |
Net increase (decrease) in cash | 47,119 | (2,000,919) |
Cash - beginning of year | 425,578 | 2,426,497 |
Cash - end of year | 472,697 | 425,578 |
Supplemental disclosures: | ||
Interest paid | 552 | 103,473 |
Income taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Treasury stock purchased with other assets | 79,100 | 0 |
Retirement of treasury stock | 1,181,475 | 0 |
Shares issued for investment | 8,424,000 | 0 |
Forfeiture of shares | 2,400 | 0 |
Cashless exercise of warrants | 0 | 87 |
Common stock issued for common stock payable | $ 0 | $ 30,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | Other Information. None |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 1 - Organization
Note 1 - Organization | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011 under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code. The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://blackboxstocks.com. The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation. Going Concern. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. Use of Estimates. Segments. Cash. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At December 31, 2023, the Company's cash balance exceeded FDIC limits by approximately $137,000. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. Accounts Receivable. Investments in Marketable Securities. Property and Equipment. three Impairment of Long-lived Assets. Income Taxes. Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Revenue Recognition. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment. Software Development Costs. Advertising Expenses. Prepaid Expenses. Leases. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense were the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. Stock-Based Compensation. The Cox-Ross-Rubinstein option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company's stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends. Recently Issued Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures. Subsequent Events. Earnings or (Loss) Per Share. The Company had total potential additional dilutive securities outstanding at December 31, 2023 and 2022, as follows. 2023 2022 Series A Convertible Preferred Shares 3,269,998 3,269,998 Conversion rate 0.2 0.2 Common shares after conversion 654,000 654,000 Series B Convertible Preferred Shares 2,400,000 - Option shares 215,625 167,561 Warrant shares 109,584 109,584 |
Note 3 - Marketable Securities
Note 3 - Marketable Securities | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 3. Investments and Marketable Securities Marketable Securities The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value: Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access; Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly and include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity. The Company’s marketable securities are highly liquid and are quoted on major exchanges and are therefore classified as Level 1 securities. The following table summarizes the Company’s assets that were measured and recognized at fair value as of December 31, 2023 and 2022: Level 1 Level 2 Level 3 Total Balance at December 31, 2021 $ 8,015,882 $ - $ - $ 8,015,882 Purchases 25,537,164 - - 25,537,164 Sales (30,008,048 ) - - (30,008,048 ) Change in fair value (328,718 ) - - (328,718 ) Balance at December 31, 2022 $ 3,216,280 $ - $ - $ 3,216,280 Purchases 11,293,184 - - 11,293,184 Sales (14,565,358 ) - - (14,565,358 ) Change in fair value 58,849 - - 58,849 Balance at December 31, 2023 $ 2,955 $ - $ - $ 2,955 Investments Evtec Group Limited (“Evtec Group”) operates through a single subsidiary, Evtec Automotive Limited, as a supplier of critical automotive parts to the automobile manufacturing industry. Evtec is based in the UK and provides complete assemblies to auto manufacturers, simplifying sourcing, saving time on procurement, and increasing production efficiency. Their pick and pack service supplies aftermarket automotive products, as well as offering kitting and fulfilment for non-automotive businesses. Their business focuses on premium luxury brands and a market transition to electric vehicles and includes Jaguar Land Rover Group as their largest customer. On June 9, 2023, the Company entered into a Securities Exchange Agreement with Evtec Group whereby the Company issued 2,400,000 shares of Series B Convertible Preferred Stock (the “Series B Stock”) (Note 4) in exchange for 4,086 preferred shares of Evtec Group. The Company’s CEO and controlling stockholder, Gust Kepler, provided a written consent of such approval to Evtec Group in connection with the Securities Exchange Agreement. Upon conversion of the Series B Stock, the 2,400,000 shares would represent approximately 43% of the total common shares outstanding. The Evtec Group preferred shares are convertible into common shares of Evtec Group on a one-for-one On November 24, 2023, the Company entered into a Binding Amendment to Amended Letter of Intent (the “LOI Amendment”) with Evtec Group, Evtec Automotive Limited, and Evtec (the “Evtec Companies), which amended a non-binding Amended Letter of Intent (the “LOI”) dated April 14, 2023. Pursuant to the LOI Amendment, the Company has agreed to continue to negotiate in good faith to consummate a proposed acquisition of the Evtec Companies contemplated by the LOI (the “ Proposed Transaction As a condition to the Company’s continued good faith negotiations regarding the Proposed Transaction, the Evtec Companies agreed to (i) pay the Company aggregate extension fees totaling $400,000 which were guaranteed by a credit worthy affiliate of the Evtec Companies, (ii) provide extension loans of up to $400,000 to the Company if the Proposed Transaction has not closed on or before April 1, 2024, (iii) pay the Company amounts in cash equal to any documented legal fees and third-party expenses incurred or payable by the Company in connection with the Proposed Transaction up to $175,000, including any such expenses incurred prior to the date of the LOI Amendment, (iv) forfeit and return 2,400,000 shares of the Series B Stock acquired by Evtec Group under the terms of that certain Securities Exchange Agreement, and (v) permit the Company to convert each of the 4,086 preferred shares of Evtec Group issued to the Company pursuant to the Securities Exchange Agreement into one ordinary share of Evtec Group. The Company recorded $575,000 as other income on the statement of operations of which $475,000 was outstanding as of December 31, 2023 and classified as other receivable on the balance sheet as of December 31, 2023. As provided for in the LOI Amendment, Evtec Group entered into a Forfeiture Agreement with the Company dated November 28, 2023 in which Evtec Group agreed to forfeit all of its right, title and interest in and to the 2,400,000 shares of Series B Stock acquired by Evtec Group pursuant to the Securities Exchange Agreement in order to further induce the Company to continue to negotiate in good faith to consummate the Proposed Transaction. Pursuant to the Forfeiture Agreement, the Company has no obligation to make any payment to Evtec Group, in cash or otherwise, for any such Series B Stock that are so forfeited. The Series B Stock forfeited by Evtec Group were cancelled as of the date as of the date of the Forfeiture Agreement. On December 12, 2023, the Company entered into a Share Exchange Agreement (the Share Exchange Agreement") with Evtec Aluminium, and the shareholders of Evtec Aluminium (“Sellers”). Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company will acquire all of the issued and outstanding Evtec Aluminium Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company (the “Exchange”). At the closing of the Exchange (the “Closing”), the Sellers will receive shares of common stock of the Company, $0.001 par value, in exchange for capital shares of Evtec Aluminium based on the exchange ratio formula in the Share Exchange Agreement (the “Exchange Ratio”), which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $5,000,000. Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 73.2% of the aggregate common stock of the Company. Discussions for the Company to acquire Evtec Group are ongoing. See Note 9. The Company’s initial investment in Evtec Group was measured in accordance with ASC 820-10-30. The value of the Series B Stock issued by the Company was set by the closing price of its common stock on the day prior to closing of $3.51 as reported by Nasdaq. As a result, the 2,400,000 Series B Stock shares were valued at $8,424,000. The value of the investment was reviewed for impairment as of December 31, 2023. |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 4. Stockholders Equity The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value, 2,400,000 of which are designated as “Series B Convertible Preferred Stock” at $0.001 par value, and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”) of which 3,223,015 were outstanding at December 31, 2023. The Company also held 10,607 shares of treasury stock at a cost of $27,650 at December 31, 2023. Shares of Series A Convertible Preferred Stock (the “Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes. There are 3,269,998 shares of Series A Stock outstanding which are all held by Gust Kepler, the Company’s Chairman and Chief Executive Officer (“Mr. Kepler”). The Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of October 14, 2021, limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a one ● If the Company’s Market Capitalization is less than $150,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 5-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $150,000,000 but less than $200,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 3.3-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $200,000,000 but less than $250,000,000, the outstanding Series A Stock will be convertible into Common Stock on a 2.5-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $250,000,000 but less than $350,000,000 the outstanding Series A Stock will be convertible into Common Stock on a 1.75-for-1 share basis; ● If the Company’s Market Capitalization is equal to or greater than $350,000,000 the outstanding Series A Stock will thereafter convertible into Common Stock pursuant to the Designation Conversion Rights (on a 1-for-1 share basis). The Agreement terminates when the last share of Series A Stock is either converted or the largest Market Capitalization Threshold is met. The Series B Stock has no dividend rights and no voting rights except as required by law or the Company’s bylaws. The Series B Stock is convertible into common shares on a one-for-one basis. Prior to the stockholder approval, the Series B Stock is not convertible into more than 19.9% of the Company’s outstanding common stock. No During January 2022, 21,597 shares of common stock were issued for the cashless exercise of a warrant for the purchase of 30,000 shares. On January 7, 2022, the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the Company’s common stock. As of December 31, 2023, the Company has repurchased 454,441 shares for an aggregate purchase price of $1,209,125. The stock repurchase plan to terminated on December 31, 2023. On August 11, 2022, the Company entered into a services agreement whereby a third-party service provider received 9,000 shares of common stock which vested monthly over 12 months. In February of 2023, the Company retired 171,940 shares of Common Stock acquired pursuant to its stock repurchase plan. In March of 2023, the Company acquired 282,501 shares of its common stock from Mr. Kepler at a price of $0.28 per share and then retired these shares returning them to authorized but unissued shares (See Note 7). On April 10, 2023, the Company filed an Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State to effect the Reverse Stock Split at a Split Ratio of one-for-four. The Amendment took effect April 10, 2023, and the Company’s Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on April 11, 2023, under the Company’s existing symbol “BLBX.” There was no change in the par value of our Common Stock or Preferred Stock. As a result of the Reverse Stock Split, every 4 shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time was consolidated into one issued and outstanding share. In addition, proportionate adjustments were made to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under the Company’s existing stock incentive plans. The impact of the reverse stock split has been retroactively applied to these financial statements. |
Note 5 - Warrants to Purchase C
Note 5 - Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 5. Warrants to Purchase Common Stock The following table presents the Company’s warrants as of December 31, 2023 and 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 139,584 $ 13.12 5.09 Issued - $ - - Exercised (30,000 ) $ 4.00 3.28 Warrants as of December 31, 2022 109,584 $ 13.24 4.53 Issued - $ - - Exercised - $ - - Warrants as of December 31, 2023 109,584 $ 13.25 3.53 At December 31, 2023, warrants for the purchase of 104,028 shares were vested and warrants for the purchase of 5,556 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling $85,016 as they vest. |
Note 6 - Incentive Stock Plan
Note 6 - Incentive Stock Plan | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 5. Warrants to Purchase Common Stock The following table presents the Company’s warrants as of December 31, 2023 and 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 139,584 $ 13.12 5.09 Issued - $ - - Exercised (30,000 ) $ 4.00 3.28 Warrants as of December 31, 2022 109,584 $ 13.24 4.53 Issued - $ - - Exercised - $ - - Warrants as of December 31, 2023 109,584 $ 13.25 3.53 At December 31, 2023, warrants for the purchase of 104,028 shares were vested and warrants for the purchase of 5,556 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling $85,016 as they vest. |
Share-Based Payment Arrangement, Option [Member] | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 6. Incentive Stock Plan On August 4, 2021, our Board of Directors created and our stockholders approved the 2021 Blackboxstocks, Inc. Incentive Stock Plan (the “2021 Plan”) which became effective August 31, 2021. Effective October 7, 2022, the Company’s Stockholders approved an amendment and restatement of the 2021 Plan to increase the numbers of issuable shares from 187,500 to 312,500. On February 6, 2023 the Company’s stockholders approved the amendment and restatement the 2021 Plan to increase the number of shares available for issuance from 312,500 to 612,500 shares. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors. During September 2022, 7,353 shares of restricted common stock were granted to a director which vested quarterly over twelve months. As of September 30, 2023, all shares of the restricted common stock shares have vested. During November 2023, 11,858 shares of restricted common stock were granted to a director which vest monthly over twelve months. As of December 31, 2023, 918 shares of the restricted common stock shares have vested. During the year ended December 31, 2023, 342,374 shares of restricted common stock were granted. The restricted shares, valued at $856,384, were vested at issuance. The following table presents the Company’s options as of December 31, 2023 and 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 168,959 $ 12.28 9.69 Issued 20,500 $ 7.08 10.00 Forfeited (21,898 ) $ 12.08 9.10 Exercised - $ - - Options as of December 31, 2022 167,561 $ 11.68 8.78 Issued 78,750 $ 3.59 10.00 Forfeited (30,686 ) $ 9.90 8.78 Exercised - $ - - Options as of December 31, 2023 215,625 $ 8.97 8.37 At December 31, 2023, options to purchase 174,068 shares were vested and options to purchase 41,557 shares remained unvested. The Company expects to incur expenses for the unvested options totaling $212,140 as they vest. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 7. Related Party Transactions On March 16, 2023, the Company purchased 282,501 shares of Common Stock from Mr. Kepler at a price of $0.28 per share. The purchase of these shares was done in lieu of Mr. Kepler in order to reduce Mr. Kepler’s cash bonus for 2022. The shares acquired from Mr. Kepler were subsequently retired and added back to authorized but unissued shares. |
Note 8 - Debt
Note 8 - Debt | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Debt Notes Payable On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”), the Company received a loan of $130,200. The loan carries an interest rate of 1% and an initial maturity of May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry an interest rate of 1% and mature on May 4, 2025. As of December 31, 2023 and 2022, the unpaid balance of the note totaled $39,614 and $68,347, respectively. On November 12, 2020, the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC (“FVP”), as agent for the Lenders in connection with the issuance of a Note in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company also entered into an agreement with an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of one year after the loan is repaid and contains a right of first refusal to continue to provide such services in the future subject to certain limitations. Mr. Kepler executed a guaranty in favor of FVP in connection with the loan. Proceeds from the loan were used to repay the existing senior secured loan balance of $100,000 along with accrued interest, certain outstanding trade payables in the amount of $133,880 and for general working capital purposes. In addition, the Company granted the Lender a security interest in substantially all of its assets. The note was repaid in full in November 2022. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies The Company leases approximately 2,685 square feet of office space in Dallas Texas pursuant to an office lease with Teachers Insurance and Annuity Association of America that expires on September 30, 2028. During the year ended December 31, 2023, the Company’s rental expenses totaled approximately $134,000. The table below shows the future lease payment obligations: Year Ending December 31, Amount 2024 $ 89,948 2025 91,122 2026 93,136 2027 95,150 2028 72,495 Thereafter - Total remaining lease payments $ 441,851 Less: imputed interest (89,616 ) Present Value of remaining lease payments $ 352,235 Current $ 64,818 Noncurrent $ 287,417 Weighted-average remaining lease term (years) 4.76 Weighted-average discount rate 10.00 % The Company is defendant to a lawsuit filed by Feenix Payment Systems, LLC before the New York State Supreme Court, County of New York. The plaintiff seeks damages in the amount of $500,000 from an alleged breach of an exclusivity agreement between the plaintiff and the Company. The Company denies any liability for the alleged breach and intends to defend the matter vigorously. The Company has asserted a counterclaim alleging the plaintiff failed to pay the Company a finder’s fee. In addition, the Company is party to threatened or actual litigation occurring in the normal course of business but does not believe that the outcome of these matters could have a material effect on the Company’s financial statements. The Company has applied for a tax credit under the CARES Act known as an Employee Retention Credit or “ERC” in the amount of $188,760. All tax forms are subject to audit and if audited, the Company may be denied a portion or all of the ERC applied for if the Internal Revenue Service denies some or all of the claims for the credit as the Company may not have met all of the criteria to be eligible for the credit. No income or receivable has been recorded as the Company does not yet believe that collection of the credit is probable. On December 12, 2023, the Company entered into a Share Exchange Agreement with Evtec Aluminium, and the Sellers. Upon the terms and subject to the satisfaction of the conditions described in the Share Exchange Agreement, the Company will acquire all of the issued and outstanding Evtec Ordinary Shares, with the result of Evtec Aluminium becoming a wholly-owned subsidiary of the Company. At the Closing, the Sellers will receive shares of common stock of the Company, $0.001 par value, in exchange for capital shares of Evtec Aluminium based on the Exchange Ratio, which is subject to adjustment in the event Evtec Aluminium raises capital before Closing in excess of $5,000,000. Immediately following Closing, based upon the Exchange Ratio, the Sellers are expected to collectively own 73.2% of the aggregate common stock of the Company. The Exchange Agreement also requires the Company, in cooperation with Evtec Aluminium, to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will contain an information statement relating to the Stockholder Consent (the “Registration Statement and use reasonable efforts to cause the Registration Statement to become effective as promptly as practicable. Closing of the Exchange is subject to various customary closing conditions, and, among other things, conditioned upon (i) organization of a wholly-owned corporate subsidiary expected to be known as Blackbox.io Inc. (“Blackbox Operating”) to hold Company legacy assets and continue the Company’s legacy business operations, (ii) execution of an employment agreement between the Company and Robert L. Winspear, (iii) execution of an Option Agreement by the Company and Gust Kepler for the sale and repurchase of Mr. Kepler’s Series A Stock, (iv) effectiveness of the Registration Statement, (v) Evtec Aluminium securing equity financing in the amount of at least $5,000,000, and (vi) Evtec Aluminium’s satisfaction of all obligations set forth in the LOI Amendment. Share. The Exchange Agreement contains certain termination rights for both the Company and Evtec Aluminium, and further provides that upon termination of the Share Exchange Agreement under specified circumstances, the terminating party may be required to pay the other party a termination fee of $500,000 plus up to $250,000 in fees and expenses incurred by such other party. The Share Exchange Agreement contains customary representations, warranties and covenants of the Company and Evtec Aluminium, including, among others, (i) a covenant to issue contractual contingent value rights agreements (each a “Contingent Value Rights Agreement”) to each holder of Company Common Stock immediately prior to Closing, (ii) if mutually agreed, the Company will use commercially reasonable efforts to effect a reverse stock split of its common stock, (iii) organize Blackbox Operating and contribute all current pre-Closing business assets of the Company to Blackbox Operating and cause Blackbox Operating to assume all pre-Closing business liabilities of the Company, subject to certain reservations, and (iv) covenants that require each of the Company and Evtec Aluminium to (A) conduct its business in the ordinary course during the period between the execution of the Exchange Agreement and the Closing or earlier termination of the Share Exchange Agreement, subject to certain exceptions, and (B) not engage in certain kinds of transactions during such period (without the prior written consent of the other). Each of the Company and Evtec Aluminium have agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions. The Exchange will be accounted for a reverse acquisition with Evtec Aluminium being the accounting acquiror Following the Closing, the Company will change its name to Evtec Holdings, Inc. and it is expected that the shares of common stock of the combined organization will be listed on the Nasdaq Capital Market. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 10. Income Taxes The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended December 31, 2023, and 2022, assumes a statutory 21%, effective tax rate for federal income taxes. 2023 2022 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences -7 % -4 % Valuation Allowance -14 % -17 % 0 % 0 % The Company had deferred income tax assets as of December 31, 2023, and 2022, as follows: 2023 2022 Deferred Tax Assets Net operating loss carryforwards $ 3,655,000 $ 2,675,000 Temporary differences 9,000 9,000 Permanent differences (643,000 ) (333,000 ) Valuation allowance (3,021,000 ) (2,351,000 ) Net deferred tax assets $ - $ - The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $670,000 and $876,000 in the fiscal years ending December 31, 2023, and 2022, respectively. At December 31, 2023, the Company had approximately $14,387,000 in federal net operating loss carryforwards, substantially all of which are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. Pursuant to Internal Revenue Code Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. As of December 31, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state, and local income tax examinations by tax authorities. The tax return for the fiscal year ended December 31, 2023, has not yet been filed. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation. Going Concern. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates. Segments. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At December 31, 2023, the Company's cash balance exceeded FDIC limits by approximately $137,000. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. |
Receivable [Policy Text Block] | Accounts Receivable. |
Marketable Securities, Policy [Policy Text Block] | Investments in Marketable Securities. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment. three |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-lived Assets. |
Income Tax, Policy [Policy Text Block] | Income Taxes. Management evaluates the probability of the realization of its deferred income tax assets. Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards. Accordingly, the deferred income tax asset is offset by a full valuation allowance. In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Development Costs. |
Advertising Cost [Policy Text Block] | Advertising Expenses. |
Prepaid Expenses [Policy Text Block] | Prepaid Expenses. |
Lessee, Leases [Policy Text Block] | Leases. For operating leases, minimum lease payments or receipts, including minimum scheduled rent increases, are recognized as rent expense were the Company is a lessee on a straight-line basis (“Straight-Line Rent”) over the applicable lease terms. The excess of the Straight-Line Rent over the minimum rents paid is included in the ROU asset where the Company is a lessee. Short-term lease cost for operating leases includes rental expense for leases with a term of less than 12 months. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation. The Cox-Ross-Rubinstein option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company's stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company dividends. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. Adoption is not expected to have any impact on the Company’s disclosures. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events. |
Earnings Per Share, Policy [Policy Text Block] | Earnings or (Loss) Per Share. The Company had total potential additional dilutive securities outstanding at December 31, 2023 and 2022, as follows. 2023 2022 Series A Convertible Preferred Shares 3,269,998 3,269,998 Conversion rate 0.2 0.2 Common shares after conversion 654,000 654,000 Series B Convertible Preferred Shares 2,400,000 - Option shares 215,625 167,561 Warrant shares 109,584 109,584 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2023 2022 Series A Convertible Preferred Shares 3,269,998 3,269,998 Conversion rate 0.2 0.2 Common shares after conversion 654,000 654,000 Series B Convertible Preferred Shares 2,400,000 - Option shares 215,625 167,561 Warrant shares 109,584 109,584 |
Note 3 - Marketable Securities
Note 3 - Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Marketable Securities [Table Text Block] | Level 1 Level 2 Level 3 Total Balance at December 31, 2021 $ 8,015,882 $ - $ - $ 8,015,882 Purchases 25,537,164 - - 25,537,164 Sales (30,008,048 ) - - (30,008,048 ) Change in fair value (328,718 ) - - (328,718 ) Balance at December 31, 2022 $ 3,216,280 $ - $ - $ 3,216,280 Purchases 11,293,184 - - 11,293,184 Sales (14,565,358 ) - - (14,565,358 ) Change in fair value 58,849 - - 58,849 Balance at December 31, 2023 $ 2,955 $ - $ - $ 2,955 |
Note 5 - Warrants to Purchase_2
Note 5 - Warrants to Purchase Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 139,584 $ 13.12 5.09 Issued - $ - - Exercised (30,000 ) $ 4.00 3.28 Warrants as of December 31, 2022 109,584 $ 13.24 4.53 Issued - $ - - Exercised - $ - - Warrants as of December 31, 2023 109,584 $ 13.25 3.53 |
Note 6 - Incentive Stock Plan (
Note 6 - Incentive Stock Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 168,959 $ 12.28 9.69 Issued 20,500 $ 7.08 10.00 Forfeited (21,898 ) $ 12.08 9.10 Exercised - $ - - Options as of December 31, 2022 167,561 $ 11.68 8.78 Issued 78,750 $ 3.59 10.00 Forfeited (30,686 ) $ 9.90 8.78 Exercised - $ - - Options as of December 31, 2023 215,625 $ 8.97 8.37 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Year Ending December 31, Amount 2024 $ 89,948 2025 91,122 2026 93,136 2027 95,150 2028 72,495 Thereafter - Total remaining lease payments $ 441,851 Less: imputed interest (89,616 ) Present Value of remaining lease payments $ 352,235 Current $ 64,818 Noncurrent $ 287,417 Weighted-average remaining lease term (years) 4.76 Weighted-average discount rate 10.00 % |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2023 2022 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences -7 % -4 % Valuation Allowance -14 % -17 % 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2023 2022 Deferred Tax Assets Net operating loss carryforwards $ 3,655,000 $ 2,675,000 Temporary differences 9,000 9,000 Permanent differences (643,000 ) (333,000 ) Valuation allowance (3,021,000 ) (2,351,000 ) Net deferred tax assets $ - $ - |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Income (Loss) | $ 5,297,671 | $ 4,546,026 |
Net Income (Loss) Attributable to Parent | 4,664,455 | 5,019,882 |
Net Cash Provided by (Used in) Operating Activities, Total | (3,166,067) | $ (4,285,039) |
Cash, Uninsured Amount | $ 137,000 | |
Property, Plant and Equipment, Useful Life | 3 years |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Potential Additional Dilutive Securities (Details) | 12 Months Ended | |
Dec. 31, 2023 shares | Dec. 31, 2022 shares | |
Series A Convertible Preferred Shares (in shares) | 3,269,998 | 3,269,998 |
Conversion rate | 0.00002 | 0.00002 |
Common shares after conversion (in shares) | 654,000 | 654,000 |
Option shares (in shares) | 215,625 | 167,561 |
Warrant shares (in shares) | 109,584 | 109,584 |
Series B Preferred Stock [Member] | ||
Series A Convertible Preferred Shares (in shares) | 2,400,000 | 0 |
Note 3 - Marketable Securitie_2
Note 3 - Marketable Securities (Details Textual) - USD ($) | 5 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 | Nov. 24, 2023 | Jun. 09, 2023 | Jun. 09, 2023 | Dec. 12, 2023 | Nov. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Extension Amount | $ 400,000 | $ 400,000 | ||||||
Conversion of Stock, Shares Converted (in shares) | 3,269,998 | 3,269,998 | ||||||
Other Income | $ 575,000 | $ 0 | ||||||
Capital Raise Benchmark | $ 5,000,000 | $ 5,000,000 | ||||||
Ownership, Percentage of Aggregate Common Stock | 73.20% | 73.20% | ||||||
Share Price | $ 3.51 | $ 3.51 | ||||||
Series B Preferred Stock Converted into Common Stock [Member] | Evtec [Member] | ||||||||
Conversion of Stocks, Percentage of Total Common Stock Outstanding | 43% | 43% | ||||||
Conversion of Evtec Group Preferred Shares into Ordinary Shares [Member] | Evtec [Member] | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1 | 1 | ||||||
Conversion of Preferred Stock Pursuant to Securities Exchange Agreement into Ordinary Share Member | ||||||||
Conversion of Stock, Shares Converted (in shares) | 4,086 | |||||||
Evtec [Member] | ||||||||
Investment Owned, Balance, Shares (in shares) | 4,086 | 4,086 | ||||||
Investment Owned, Balance, Percentage of Total Outstanding Common Stock | 14% | 14% | ||||||
Extension Fee | $ 400,000 | |||||||
Investment Owned, Fair Value | $ 8,424,000 | $ 8,424,000 | ||||||
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | ||||||||
Other Income | $ 575,000 | |||||||
Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | Related Party [Member] | ||||||||
Accounts Receivable, after Allowance for Credit Loss | $ 475,000 | |||||||
Evtec [Member] | ||||||||
Legal Fees | $ 175,000 | |||||||
Evtec [Member] | Preferred Stock Issued in Exchange for Preferred Shares From Other Company [Member] | ||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,400,000 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited (in shares) | 2,400,000 | 2,400,000 |
Note 3 - Marketable Securitie_3
Note 3 - Marketable Securities - Summary of Assets Measured at Fair Value By Measurement Input Level (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 3,216,280 | $ 8,015,882 |
Purchases | 11,293,184 | 25,537,164 |
Sales | (14,565,358) | (30,008,048) |
Change in fair value | 58,849 | (328,718) |
Balance | 2,955 | 3,216,280 |
Fair Value, Inputs, Level 1 [Member] | ||
Balance | 3,216,280 | 8,015,882 |
Purchases | 11,293,184 | 25,537,164 |
Sales | (14,565,358) | (30,008,048) |
Change in fair value | 58,849 | (328,718) |
Balance | 2,955 | 3,216,280 |
Fair Value, Inputs, Level 2 [Member] | ||
Balance | 0 | 0 |
Purchases | 0 | 0 |
Sales | 0 | 0 |
Change in fair value | 0 | 0 |
Balance | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Balance | 0 | 0 |
Purchases | 0 | 0 |
Sales | 0 | 0 |
Change in fair value | 0 | 0 |
Balance | $ 0 | $ 0 |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Details Textual) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 10, 2023 | Aug. 11, 2022 shares | Mar. 31, 2023 $ / shares shares | Feb. 28, 2023 shares | Jan. 31, 2022 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 07, 2022 USD ($) | Jan. 04, 2022 shares | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Common stock, shares authorized (in shares) | 100,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Treasury Stock, Common, Shares (in shares) | 10,607 | ||||||||
Treasury Stock, Common, Value | $ | $ 27,650 | ||||||||
Conversion of Stock, Shares Converted (in shares) | 3,269,998 | 3,269,998 | |||||||
Conversion of Preferred Stock, Maximum Conversion Allowed, Percentage of Outstanding Common Stock | 19.90% | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 106,750 | $ 1,102,375 | |||||||
Reverse Stock Split [Member] | |||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 4 | ||||||||
Common Stock Payable [Member] | Third-party Service Provider [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 9,000 | ||||||||
Stock Repurchase Plan [Member] | |||||||||
Stock Repurchase Program, Authorized Amount | $ | $ 2,500,000 | ||||||||
Treasury Stock, Shares, Acquired | 282,501 | 454,441 | |||||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 1,209,125 | ||||||||
Treasury Stock, Shares, Retired | 171,940 | ||||||||
Shares Acquired, Average Cost Per Share | $ / shares | $ 0.28 | ||||||||
Share-Based Payment Arrangement, Nonemployee [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,597 | ||||||||
Class of Warrant or Right, Cashless Exercise During Period, Shares | 30,000 | ||||||||
One for Five Share Basis [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 5 | ||||||||
One for Three Point ThreeShare Basis [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 3.3 | ||||||||
One for Two Point Five Share Basis [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 2.5 | ||||||||
One For One Point Seven Five Share Basis [Member] | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1.75 | ||||||||
Total Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Number of Votes Per Share | 100 | ||||||||
Conversion of Stock, Shares Converted (in shares) | 3,269,998 | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1 | ||||||||
Preferred stock, shares outstanding (in shares) | 3,269,998 | 3,269,998 | |||||||
Series A Preferred Stock [Member] | Maximum [Member] | One for Five Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | $ 150,000,000 | ||||||||
Series A Preferred Stock [Member] | Maximum [Member] | One for Three Point ThreeShare Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 200,000,000 | ||||||||
Series A Preferred Stock [Member] | Maximum [Member] | One for Two Point Five Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 250,000,000 | ||||||||
Series A Preferred Stock [Member] | Maximum [Member] | One For One Point Seven Five Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 350,000,000 | ||||||||
Series A Preferred Stock [Member] | Minimum [Member] | One for Three Point ThreeShare Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 150,000,000 | ||||||||
Series A Preferred Stock [Member] | Minimum [Member] | One for Two Point Five Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 200,000,000 | ||||||||
Series A Preferred Stock [Member] | Minimum [Member] | One For One Point Seven Five Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | 250,000,000 | ||||||||
Series A Preferred Stock [Member] | Minimum [Member] | One For One Share Basis [Member] | |||||||||
Market Capitalization, Conversion Threshold, Value | $ | $ 350,000,000 | ||||||||
Series B Convertible Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized (in shares) | 2,400,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||
Conversion of Stock, Shares Converted (in shares) | 2,400,000 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 0 |
Note 5 - Warrants to Purchase_3
Note 5 - Warrants to Purchase Common Stock (Details Textual) | Dec. 31, 2023 USD ($) shares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Vested | 104,028 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Unvested | 5,556 |
Warrant, Nonvested, Cost Not yet Recognized, Amount | $ | $ 85,016 |
Note 5 - Warrants to Purchase_4
Note 5 - Warrants to Purchase Common Stock - Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants (in shares) | 109,584 | 139,584 | |
Warrants (Year) | 3 years 6 months 10 days | 4 years 6 months 10 days | 5 years 1 month 2 days |
Issued (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | (30,000) | |
Warrants (in shares) | 109,584 | 109,584 | 139,584 |
Minimum [Member] | |||
Warrants (in dollars per share) | $ 13.24 | $ 13.12 | |
Issued (in dollars per share) | 0 | 0 | |
Exercised (in dollars per share) | 0 | 4 | |
Warrants (in dollars per share) | $ 13.25 | $ 13.24 | $ 13.12 |
Note 6 - Incentive Stock Plan_2
Note 6 - Incentive Stock Plan (Details Textual) - The 2021 Incentive Stock Plan [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Feb. 06, 2023 | Oct. 07, 2022 | Oct. 06, 2022 | |
Common Stock, Capital Shares Reserved for Future Issuance | 612,500 | 312,500 | 187,500 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 174,068 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 41,557 | |||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 212,140 | |||||
Restricted Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,858 | 7,353 | 342,374 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 918 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Value, Granted | $ 856,384 |
Note 6 - Incentive Stock Plan -
Note 6 - Incentive Stock Plan - Option Activity Under Stock Plan (Details) - The 2021 Incentive Stock Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options (in shares) | 167,561 | 168,959 |
Options (in dollars per share) | $ 11.68 | $ 12.28 |
Issued (in shares) | 78,750 | 20,500 |
Issued (in dollars per share) | $ 3.59 | $ 7.08 |
Issued (Year) | 10 years | 10 years |
Forfeited (in shares) | (30,686) | (21,898) |
Forfeited (in dollars per share) | $ 9.9 | $ 12.08 |
Forfeited (Year) | 8 years 9 months 10 days | 9 years 1 month 6 days |
Exercised (in shares) | 0 | 0 |
Exercised (in dollars per share) | $ 0 | $ 0 |
Options (Year) | 8 years 4 months 13 days | 8 years 9 months 10 days |
Options (in shares) | 215,625 | 167,561 |
Options (in dollars per share) | $ 8.97 | $ 11.68 |
Note 7 - Related Party Transa_2
Note 7 - Related Party Transactions (Details Textual) - Chief Executive Officer [Member] | Mar. 16, 2023 $ / shares shares |
Treasury Stock, Shares, Acquired | shares | 282,501 |
Shares Acquired, Average Cost Per Share | $ / shares | $ 0.28 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) | 12 Months Ended | |||||
Nov. 12, 2020 | May 01, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Aug. 31, 2021 | |
Repayments of Notes Payable | $ 28,733 | $ 28,448 | ||||
Repayments of Trade Payables | $ 133,880 | |||||
Paycheck Protection Program CARES Act [Member] | ||||||
Proceeds from Issuance of Long-Term Debt | $ 130,200 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | 1% | ||||
Long-Term Debt | $ 96,795 | |||||
Notes Payable, Noncurrent | $ 39,614 | |||||
Loan Agreement [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||
Secured Note Payable [Member] | ||||||
Repayments of Notes Payable | $ 100,000 |
Note 9 - Commitments and Cont_3
Note 9 - Commitments and Contingencies (Details Textual) | 11 Months Ended | 12 Months Ended | ||
Dec. 12, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 31, 2017 ft² | |
Operating Lease, Expense | $ 134,000 | |||
Employee Retention Credit | $ 188,760 | |||
Capital Raise Benchmark | $ 5,000,000 | $ 5,000,000 | ||
Ownership, Percentage of Aggregate Common Stock | 73.20% | 73.20% | ||
Unsecured Debt | $ 5,000,000 | |||
Contract Termination | 500,000 | |||
Other Fees and Expense Related to Contract Termination | 250,000 | |||
Lawsuit Filed By Feenix Payment Systems [Member] | ||||
Loss Contingency, Damages Sought, Value | $ 500,000 | |||
Office Space, 5430 LBJ Freeway Dallas Texas [Member] | ||||
Area of Real Estate Property | ft² | 2,685 |
Note 9 - Commitments and Cont_4
Note 9 - Commitments and Contingencies - Future Lease Payment Obligations (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
2024 | $ 89,948 | |
2025 | 91,122 | |
2026 | 93,136 | |
2027 | 95,150 | |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 72,495 | |
Thereafter | 0 | |
Total remaining lease payments | 441,851 | |
Less: imputed interest | (89,616) | |
Present Value of remaining lease payments | 352,235 | |
Lease liability right of use, current | 64,818 | $ 70,002 |
Lease liability right of use, long term | $ 287,417 | $ 265,639 |
Weighted-average remaining lease term (years) (Year) | 4 years 9 months 3 days | |
Weighted-average discount rate | 10% |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 670,000 | $ 876,000 |
Operating Loss Carryforwards | $ 14,387,000 |
Note 10 - Income Taxes - Schedu
Note 10 - Income Taxes - Schedule of Effective Income Tax Rate Reconciliation Percent (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal tax statutory rate | 21% | 21% |
Temporary differences | 0% | 0% |
Permanent differences | (7.00%) | (4.00%) |
Valuation Allowance | (14.00%) | (17.00%) |
Effective Income Tax Rate Reconciliation, Percent | 0% | 0% |
Note 10 - Income Taxes - Sche_2
Note 10 - Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Assets | ||
Net operating loss carryforwards | $ 3,655,000 | $ 2,675,000 |
Temporary differences | 9,000 | 9,000 |
Permanent differences | (643,000) | (333,000) |
Valuation allowance | (3,021,000) | (2,351,000) |
Net deferred tax assets | $ 0 | $ 0 |