Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 12, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41267 | ||
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. | ||
Entity Central Index Key | 0001648087 | ||
Entity Tax Identification Number | 47-3892903 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 909 18th Avenue South | ||
Entity Address, Address Line Two | Suite A | ||
Entity Address, City or Town | Nashville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37212 | ||
City Area Code | (833) | ||
Local Phone Number | 267-3235 | ||
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 | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,705,174 | ||
Entity Common Stock, Shares Outstanding | 5,947,643 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Firm ID | 5041 | ||
Auditor Location | Lakewood, CO | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | AREB | ||
Security Exchange Name | NASDAQ | ||
Common Stock Purchase Warrants [Member] | |||
Title of 12(b) Security | Common Stock Purchase Warrants | ||
Trading Symbol | AREBW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,147,696 | $ 356,754 |
Accounts receivable | 2,816,541 | 1,613,489 |
Prepaid expense | 190,933 | 207,052 |
Inventory | 5,787,993 | 7,421,696 |
Inventory deposits | 315,083 | 309,684 |
Total Current Assets | 10,258,246 | 9,908,675 |
Property and Equipment, net | 360,495 | 456,525 |
OTHER ASSETS: | ||
Lease deposits and other | 83,400 | 18,032 |
Right-of-use lease assets | 1,946,567 | 1,977,329 |
Goodwill, net | 2,000,000 | 4,200,000 |
Total Other Assets | 4,029,967 | 6,195,361 |
TOTAL ASSETS | 14,648,708 | 16,560,561 |
CURRENT LIABILITIES: | ||
Accounts payable and other payables | 1,978,768 | 2,305,077 |
Accrued expense and other | 271,076 | 322,393 |
Loan – Officers – related party | 45,332 | |
Loans – Working capital | 1,954,214 | 602,643 |
Line of credit | 1,456,929 | |
Right-of-use lease liability, current | 1,039,081 | 992,496 |
Total Current Liabilities | 6,745,400 | 4,222,609 |
Right-of-use lease liability, long-term | 907,486 | 984,833 |
TOTAL LIABILITIES | 7,652,886 | 5,207,442 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Shares | ||
Common Stock, $0.001 par value; 600,000,000 shares authorized; 9,004,920 and 677,221 issued and outstanding, respectively at December 31, 2023 and December 31, 2022 | 9,005 | 677 |
Additional paid in capital | 52,200,211 | 45,465,077 |
Accumulated deficit | (45,213,594) | (34,112,810) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 6,995,822 | 11,353,119 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 14,648,708 | 16,560,561 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Shares | 125 | 100 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Shares | $ 75 | $ 75 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 200,000 | 175,000 |
Preferred stock, shares outstanding | 200,000 | 175,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 9,004,920 | 677,221 |
Common stock, shares outstanding | 9,004,920 | 677,221 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 16,228,310 | $ 8,449,800 |
Cost of goods sold | 13,191,886 | 6,509,382 |
Gross margin | 3,036,424 | 1,940,418 |
Expenses: | ||
Consulting/payroll and other costs | 3,347,070 | 905,843 |
Compensation expense – officers – related party | 518,107 | 1,094,781 |
Compensation expense – officers – deferred comp – related party | 1,413,000 | |
Rental expense, warehousing, outlet expense | 871,032 | 508,527 |
Product development costs | 132,528 | 746,871 |
Marketing and brand development costs | 1,273,012 | 507,503 |
Administrative and other | 3,317,082 | 3,190,092 |
Depreciation and amortization expense | 104,229 | 50,087 |
Total operating expenses | 10,976,060 | 7,003,704 |
Operating income (loss) | (7,939,636) | (5,063,286) |
Other Income (Expense) | ||
Interest expense | (406,252) | (358,689) |
Interest expense – pre-emptive rights release | (350,000) | |
Interest income | 3,780 | 5,578 |
Employee retention credit funds, net of costs to collect | 1,113,337 | |
Gain/(loss) on sale of equipment | 1,900 | |
Tangible asset valuation adjustment | (1,570,816) | |
Impairment adjustment – goodwill | (2,525,000) | |
Gain/(loss) on extinguishment of debt | 221,903 | (1,376,756) |
Net income (loss) before income tax provision | (11,100,784) | (7,143,153) |
Provision for income tax | ||
Net income (loss) | $ (11,100,784) | $ (7,143,153) |
Basic income (loss) per share | $ (3.81) | $ (23.90) |
Diluted income (loss) per share | $ (3.81) | $ (23.90) |
Weighted average common shares outstanding - basic | 2,912,100 | 298,800 |
Weighted average common shares outstanding - diluted | 2,912,100 | 298,800 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 64 | $ 377 | $ 22,798,839 | $ (26,969,657) | $ (4,170,337) |
Balance, shares at Dec. 31, 2021 | 63,895 | ||||
Sale of common stock, net | $ 106 | 9,038,350 | 9,038,456 | ||
Sale of common stock, net, shares | 106,345 | ||||
Issuance of common stock to pay for expenses at a price of $103.75 per share | $ 9 | 969,526 | 969,535 | ||
Issuance of common stock to pay for expenses, shares | 9,345 | ||||
Preferred stock converted into common stock | $ 10 | (202) | 192 | ||
Preferred stock converted to common stock, shares | 10,068 | ||||
Debt converted into common stock warrants | 1,566,559 | 1,566,559 | |||
Sale of common stock for cash at a price of $27.75 per share | $ 20 | 565,315 | 565,335 | ||
Sale of common stock for cash, shares | 20,372 | ||||
Sale of 615,000 pre-funded common stock warrants at a price of $4.36 per share, with an exercise price of $0.01 per warrant | 12,322,542 | 12,322,542 | |||
Prefunded common stock warrant offering costs and fees | (1,972,578) | (1,972,578) | |||
Common stock issued as compensation at a price of $0.78 per share | $ 4 | 60,996 | 61,000 | ||
Common stock issued as compensation, shares | 4,000 | ||||
Exercise of prefunded common stock warrants at $0.01 per share | $ 449 | 111,576 | 112,025 | ||
Exercise of prefunded common stock warrants, shares | 448,097 | ||||
Exercise of $103.75 prefunded warrants into shares of common stock | $ 15 | 3,760 | 3,775 | ||
Exercise of pre-funded warrants, shares | 15,099 | ||||
Net loss | (7,143,153) | $ (7,143,153) | |||
Effect of reverse stock split round lot shares, shares | 5,140 | ||||
Warrant inducement offering costs and fees | (1,566,559) | $ (1,566,559) | |||
Balance at Dec. 31, 2022 | $ 677 | 175 | 45,465,077 | (34,112,810) | 11,353,119 |
Balance, shares at Dec. 31, 2022 | 67 | ||||
Sale of common stock, net | $ 7 | 312,380 | 312,452 | ||
Sale of common stock, net, shares | 71,499 | ||||
Debt converted into common stock warrants | 453,756 | 453,756 | |||
Sale of 615,000 pre-funded common stock warrants at a price of $4.36 per share, with an exercise price of $0.01 per warrant | 2,681,400 | 2,681,400 | |||
Prefunded common stock warrant offering costs and fees | (529,324) | (529,324) | |||
Common stock issued as compensation at a price of $0.78 per share | $ 4 | 2,900 | 2,904 | ||
Common stock issued as compensation, shares | 3,721 | ||||
Exercise of prefunded common stock warrants at $0.01 per share | $ 615 | 5,535 | 6,150 | ||
Exercise of prefunded common stock warrants, shares | 615,000 | ||||
Net loss | (11,100,784) | (11,100,784) | |||
Effect of reverse stock split with 100 share minimum round lot share increase | $ 1,493 | (1,493) | |||
Effect of reverse stock split round lot shares, shares | 1,493,272 | ||||
Warrant inducement and exercise of 2,988,687 (repriced) common stock warrants at a price of $1.10 per warrant into shares of common stock | $ 2,989 | 3,284,567 | $ 3,287,556 | ||
Warrant inducement and exercise of 2,988,687 (repriced) common stock warrants at a price of $1.10 per warrant into shares of common stock, share | 2,988,687 | 2,988,687 | |||
Warrant inducement offering costs and fees | (453,756) | $ (453,756) | |||
Common stock issued as compensation pursuant to LTIP – three (3) related parties at a price of $0.78 per share | $ 6 | 4,978 | 4,984 | ||
Common stock issued as compensation pursuant to LTIP - three (3) related parties, shares | 6,391 | ||||
Common stock issued as compensation to independent members of the board of directors – related parties at a price of $0.75 per share | $ 24 | 18,072 | 18,096 | ||
Common stock issued as compensation to independent members of the board of directors - related parties, shares | 24,129 | ||||
Series A preferred stock issued as compensation pursuant to an employment agreement – related party, issued at par value or $0.001 per share | 25 | 25 | |||
Series A preferred stock issued as compensation pursuant to an employment agreement - related party, issued at par value or $0.001, shares | |||||
Common stock equivalents from Series A Preferred stock issued as compensation pursuant to an employment agreement; convertible into 12,500,000 shares of common stock, 3,125,000 immediate vesting – related party | $ 12,500 | 4,600,000 | 4,612,500 | ||
Common stock equivalents from Series A Preferred stock issued as compensation pursuant to an employment agreement; convertible into 12,500,000 shares of common stock, 3,125,000 immediate vesting - related party, shares | 12,500,000 | ||||
Common stock equivalents from modification of Series A Preferred stock conversion rights, issued per two previously entered into employment agreements, amended November 20, 2023; convertible into 25,000,000 and 25,000,000 shares of common stock, respectively, none vested – two (2) related parties | $ 50,000 | 17,455,000 | 17,505,000 | ||
Common stock equivalents from modification of Series A Preferred stock conversion rights, issued per two previously entered into employment agreements, amended November 20, 2023; convertible into 25,000,000 and 25,000,000 shares of common stock, respectively, none vested - two (2) related parties, shares | 50,000,000 | ||||
Compensation component of vested and non-vested common stock equivalents attributable to Series A preferred stock – three (3) related parties | 1,413,000 | 1,413,000 | |||
Unvested shares reserved for through deferred compensation plan – three (3) related parties | $ (59,375) | (22,058,125) | (22,117,500) | ||
Unvested shares reserved for through deferred compensation plan - three (3) related parties, shares | (59,375,000) | ||||
Balance at Dec. 31, 2023 | $ 9,005 | $ 200 | $ 52,200,211 | $ (45,213,594) | $ 6,995,822 |
Balance, shares at Dec. 31, 2023 | 9,004,920 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reverse stock split, shares | 5,140 | |
Common stock expenses price per share | $ 103.75 | |
Sale of common stock for cash, Per share | 27.75 | |
Warrants exercise price per share | $ 0.25 | |
Compensation price per share | $ 0.78 | 15.25 |
Reverse stock split minnimum round slot, shares | 100 | |
Warrant inducement shares exercised | 2,988,687 | |
Warrants inducement exercise price per share | $ 1.10 | |
Compensation price per share | 0.78 | |
Common stock compensation independent members board of directors related parties price per share | 0.75 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series A Preferred Stock [Member] | ||
Reverse stock split minnimum round slot, shares | 6,250 | |
Related Party [Member] | Employment Agreement [Member] | Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | |
Convertible shares | 12,500,000 | |
Conversion shares of common stock | 3,125,000 | |
2 Related Parties [Member] | Employment Agreement [Member] | Series A Preferred Stock [Member] | ||
Convertible shares | 25,000,000 | |
Conversion shares of common stock | 25,000,000 | |
Prefunded Common Stock Warrants [Member] | ||
Number of shares issued | 615,000 | 492,902 |
Pre-funded stock price per share | $ 4.36 | $ 27.50 |
Warrants exercise price per share | 0.01 | 0.25 |
Warrants inducement exercise price per share | $ 1.10 | |
Pre Funded Warrant [Member] | ||
Exercise price one | 27.50 | |
Exercise price two | $ 103.75 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (11,100,784) | $ (7,143,153) |
Depreciation | 104,229 | 50,087 |
Gain on disposition of property | (1,900) | (1,994) |
Compensation paid through issuance of common stock | 2,904 | 1,030,535 |
Compensation paid through issuance of common stock – related parties | 23,080 | |
Amortization of loan discount | 1,000,457 | |
Recognition of deferred compensation attributable to convertibility of Series A preferred stock issued to three (3) related parties | 1,413,000 | |
Goodwill impairment | 2,525,000 | |
Inventory adjustment | 1,570,816 | |
Adjustments to reconcile net loss to cash (used in) operating activities (net of acquired amounts from Champion): | ||
Accounts receivable | (1,203,052) | 613,104 |
Prepaid expense and other | (49,428) | (34,286) |
Inventory | 57,488 | (2,292,844) |
Accounts payable | (544,784) | |
Accrued expenses | 167,362 | (50,042) |
Net Cash (Used in) Operating Activities | (7,036,069) | (6,828,136) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Purchase of Champion Entities | (325,000) | (10,247,420) |
Purchase of property and equipment | (6,300) | (20,888) |
Net Cash (Used in) Investing Activities | (331,300) | (10,268,308) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common and preferred stock, net of offering costs | 9,603,791 | |
Proceeds from sale of warrant inducement, net of offering costs | 2,833,800 | |
Proceeds from sale of common stock and prefunded warrants, net of offering costs | 2,464,530 | 10,349,964 |
Proceeds from exercise of prefunded warrants | 6,150 | 115,798 |
Proceeds (repayments) of loans – officer - related party | 45,332 | (81,506) |
Proceeds from line of credit | 1,700,000 | |
Principal payments on line of credit, net | (243,071) | |
Proceeds of working capital loans | 2,000,000 | 60,000 |
Principal payments on working capital loan | (648,430) | |
Repayment of loans – nonrelated party | (2,612,456) | |
Net Cash Provided by Financing Activities | 8,158,311 | 17,435,591 |
CHANGE IN CASH | 790,942 | 339,147 |
CASH AT BEGINNING OF PERIOD | 356,754 | 17,607 |
CASH AT END OF PERIOD | 1,147,696 | 356,754 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 415,472 | 270,146 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of Series A preferred stock pursuant to employment agreement – related party | 4,612,500 | |
Modification of conversion terms of Series A preferred stock previously issued pursuant to employment agreements – related parties | 17,505,000 | |
Conversion of debt to equity | $ 2,011,224 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (11,100,784) | $ (7,143,153) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on December 15, 2014 Nature of operations The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer plans to launch regionally in 2024. To varying degrees, the consequences of the COVID-19 pandemic continue to affect our operating business. Significant government and private sector actions have taken place to control the spread and mitigate the economic effects of the virus and its variants. The development of geopolitical conflicts, supply chain disruptions and government actions to slow rapid inflation in recent years have produced varying effects on our business. The economic effects from these events over long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of our financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes, other storage products and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company makes deposit payments on certain inventory to be manufactured that are carried separately until the manufactured goods are received into inventory. Fixed assets and depreciation Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five seven years Revenue recognition In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 1,273,012 507,503 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023, and December 31, 2022, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the years ended December 31, 2023 and 2022, net loss per share was $ (3.81) (23.90) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of December 31, 2023 and December 31, 2022, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of December 31, 2023 and as of December 31, 2022, respectively. SCHEDULE OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Shares used in computation of basic earnings per share for the year ended 2,912,100 298,800 Total dilutive effect of outstanding stock awards or common stock equivalents 11,909,000 674,600 Shares used in computation of fully diluted earnings per share for the year ended 14,821,100 973,400 Net income (loss) $ (11,100,784 ) $ (7,143,153 ) Fully diluted income (loss) per share $ (0.75 ) $ (7.34 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2023 and December 31, 2022, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2023 and 2022, respectively, no Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred each year. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in our accrued expense account of our subsidiaries in the accompanying consolidated balance sheets. We estimate that our warranty liability is nominal or negligible based on the quality of our products and our excellent customer relationships that we have. Warranty liability was $ 82,238 93,458 Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of drug development, particularly by development-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition Of Champion Entities and for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which allowed the Company to carry forward historical lease classifications. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2023, and believes that none have a material effect on the Company’s consolidated financial statements. Concentration Risk Prior to the closing of the Champion Entities in 2022, the Company purchased a substantial portion (over 20 20 0 |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations (which now includes the Champion Entities business). Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the years ended December 31, 2023 and 2022 amounting to ($ 11,100,784 ) and ($ 7,143,153 ), respectively. The Company’s accumulated deficit was ($ 45,213,594 34,112,810 ) as of December 31, 2022. The Company’s working capital surplus was $ 4,551,927 as of December 31, 2023 compared to $ 6,678,562 as of December 31, 2022. The decrease in working capital from December 31, 2022, to December 31, 2023, is due to several factors which affected the Company, the first is the $ 1,570,816 inventory valuation adjustment which is attributable to an overvalued inventory that we acquired in the Champion purchase, along with entering into several debt instruments which totaled over $ 3,700,000 for the year ending December 31, 2023, net of principal payments on those debt instruments. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. The Company is currently conducting a Reg. A+ offering on Form 1-A that became effective on March 13, 2024. Total amount to be sought under this Reg. A+ offering is approximately $ 20.0 Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
INVENTORY AND DEPOSITS
INVENTORY AND DEPOSITS | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND DEPOSITS | NOTE 3- INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2023 December 31, 2022 Inventory - Finished goods $ 5,787,993 $ 7,421,696 Inventory - Deposits and other 315,084 309,684 Total Inventory $ 6,103,077 $ 7,731,380 The Company accounts for excess or obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements. When inventory is physically disposed of, we account for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item. Our valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. During the 4 th 1,570,816 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT Property and equipment include the following: December 31, 2023 December 31, 2022 Plant, property and equipment $ 353,885 $ 367,317 Vehicles 435,153 448,542 Property and equipment gross 789,038 815,859 Less: Accumulated depreciation (428,543 ) (359,334 ) Net property and equipment $ 360,495 $ 456,525 For the years ended December 31, 2023 and 2022 we recognized $ 104,229 50,087 60 |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $ 318,667 681,400 0 20,766 186,456 413,381 0 11,182 Both Messrs. Ross and Grau serve as the Company’s Chief Executive Officer and President, respectively. Compensation for both, Messrs. Ross and Grau, includes a base salary and a bonus based upon certain performance measures approved by the board of directors. In addition to Mr. Grau’s employment Mr. Grau lent the Company approximately $ 95,332 Corey Lambrecht serves as the Company’s Chief Operating Officer. Mr. Lambrecht and the Company entered into an employment agreement on November 20, 2023. Mr. Lambrecht’s employment agreement provides for an initial annual base salary of $ 260,000 10,025 185,000 185,000 Prior to his employment with the Company on November 20, 2023 Mr. Lambrecht was an independent director of the Company’s board of directors. On July 1, 2023, the Company authorized 8,132 23,333 The Company in connection with its employment agreements (both newly entered (for Mr. Lambrecht) into as well as amended (for Mr. Ross and Mr. Grau)) with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 Per Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4 th th th th 4,612,500 184,500 Per Mr. Ross’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 Per Mr. Grau’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 On December 30, 2023, the Company authorized the issuance of 40,634 27,089 12,600 8,400 The Company in connection with various employment and independent directors’ agreements is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments. |
LINE OF CREDIT _ FINANCIAL INST
LINE OF CREDIT – FINANCIAL INSTITUTION | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LINE OF CREDIT – FINANCIAL INSTITUTION | NOTE 6 – LINE OF CREDIT – FINANCIAL INSTITUTION During February 2023, the Company entered into a $ 2 2.05 7.48 SCHEDULE OF LINE OF CREDIT December 31, 2023 December 31, 2022 Line of credit from a financial institution. $ 1,456,929 $ - Total recorded as a current liability $ 1,456,929 $ - Current and long-term portion. As of December 31, 2023 the total balance due of $ 1,456,929 The Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6 2.05 Initially the Company drew down on the Line of Credit in the amount of $ 1.7 250,000 65,000 |
NOTES PAYABLE _ WORKING CAPITAL
NOTES PAYABLE – WORKING CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – WORKING CAPITAL | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL SCHEDULE OF WORKING CAPITAL December 31, 2023 December 31, 2022 Working capital loan with a limited liability company domiciled in the state of Georgia. The working capital loan is a demand loan and accrues interest at 12 th - 600,000 Working capital loans with an irrevocable trust established in the state of Georgia, managed and owned by the same entity as the limited liability company that previously held the $ 600,000 12 st 150,000 300,000 June 30, 2024 150,000 450,000 - Working capital loans with a major financial institution converted from a revolving line of credit to a strict payoff loan agreement with the major financial institution. Annual interest rate approximates 22.5 - 2,643 Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with a corporate entity domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 75,000 125 625,000 137.5 687,500 687,500 75,000 500,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 11,731 December 27, 2024 11,731 500,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 20,000 July 5, 2024 20,000 504,214 - Working capital loans $ 1,954,214 $ 602,643 Total recorded as a current liability $ 1,954,214 $ 602,643 On April 14, 2023, the Company entered into a $ 1,000,000 20,000 20,000 1,280,000 41.4 15,000 80,000 3,721 2,900 3,721 2,900 On July 1, 2023, the Company entered into an assignment and assumption loan agreement (the “Assumption Loan”) with an accredited lender. Under the Assumption Agreement the Company agreed to pay $ 150,000 600,000 150,000 150,000 On July 1, 2023 the Company received a release from the lender of the working capital loans that were in default since March 31, 2023, and the accredited lender of the new working capital loans paid the holder of the old working capital loans $ 450,000 12 600,000 18,000 13,500 9,000 On December 19, 2023, the Company entered into a $ 500,000 5,000 75,000 40.5 125 625,000 137.5 687,500 687,500 75,000 81.3 87.3 116.9 On December 29, 2023, the Company entered into a $ 500,000 10,000 11,731 610,000 40.5 15,000 40,000 During the year ended December 31, 2022, the Company repaid $ 2,541,634 1,950,224 2,803,632 1,376,756 At December 31, 2023, and December 31, 2022, the outstanding balance due on all of the working capital notes payable was $ 1,954,214 602,643 |
GOODWILL AND ACQUISITION OF CHA
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill And Acquisition Of Champion Entities | |
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES | NOTE 8 – GOODWILL AND ACQUISITION OF CHAMPION ENTITIES Goodwill Goodwill is initially recorded as of the acquisition date, and is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is subject to impairment testing annually (on the first day of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We first perform a qualitative assessment to evaluate goodwill for potential impairment. If based on that assessment it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary. The quantitative impairment test requires determining the fair value of the reporting unit. We use the income approach, whereby we calculate the fair value based on the present value of estimated future cash flows using a discount rate that approximates our weighted average cost of capital. The process of evaluating the potential impairment of goodwill is subjective and requires significant estimates and assumptions about the future such as sales growth, gross margins, employment costs, capital expenditures, inflation and future economic and market conditions. Actual future results may differ from those estimates. If the carrying value of the reporting unit’s assets and liabilities, including goodwill, exceeds its fair value, impairment is recorded for the excess, not to exceed the total amount of goodwill allocated to the reporting unit. As of December 31, 2023 and December 31, 2022, we had goodwill of $ 2,000,000 and $ 4,200,000 , respectively, presented within other long-term assets in our consolidated balance sheets, directly related to our 2022 acquisition of the Champion Entities. During the 4 th 2,525,000 As a result of our interim test, we recognized a non-cash impairment loss of $ 2,525,000 We utilized the discounted cash flow method under the income approach to estimate the fair value of our reporting unit. Drivers of these impairment losses, by reporting unit, were as follows: ● We recognized a $ 2.525 impairment loss in our reporting unit. Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower pricing to maintain competitive positioning, and expectations for increased marketing investment, primarily in response to competition, as well as customer-driven investments. Changes in expectations for lower long-term net sales growth were primarily due to sustained competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our operating plan in December 20 . Additionally, our revised expectations were based on the development of -year operating plan, which commenced in and completed in 20 . The goodwill carrying amount of the reporting unit was $ 4.525 prior to its impairment. The Company will review its goodwill for impairment periodically (based on economic conditions) and determine whether impairment is to be recognized within its consolidated statement of operations. See Note 1, Summary of Significant Accounting Policies, for more information on the impairment testing. Business Combination Consideration On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities” or “Champion”) and Mr. Ray Crosby (the “Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. The acquisition occurred on July 29, 2022. Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration of approximately $ 9,150,000 350,000 400,000 350,000 200,000 150,000 During the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller of the Champion Entities with respect to the CARES Act tax credits income the Company received. The Company during the year settled the matter with the Seller and agreed to pay an additional $ 325,000 325,000 Accounting for the Business Combination Under the acquisition method of accounting, the acquired tangible and intangible assets and assumed liabilities are recognized based on their estimated fair values as of the business combination closing date. Pro forma adjustments were preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed as of December 31, 2022 which were prepared to illustrate the estimated effect of the business combination (see Note 15 – Pro Forma Condensed Combined Financial Information (Unaudited) to our Annual Report filed on Form 10-K). The Company may recognize a negligible deferred tax benefit as a result of the acquisition. Due to the acquisition, temporary differences between book and tax basis for intangible assets acquired may result in a deferred tax liability and increase goodwill; we believe this to be negligible and no recording was necessary. The acquisition was accounted for as a business combination in accordance with ASC 805. As such, the total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair value as of July 29, 2022. The purchase price allocation was dependent upon certain valuation and other studies. Accordingly, the pro forma purchase price allocation at this time is not subject to further adjustment. Due to the timing of some of our additional analyses and the final determination of the acquired inventory and its valuation was outside of the one (1) year lookback we did not make any changes to the purchase price allocation. For the year ending December 31, 2022 the following was the fair value of the assets acquired, liabilities assumed, and ensuing goodwill identified, reconciled to the purchase price transferred: SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill prior to December 31, 2023 4,525,000 Consideration $ 10,562,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Additional payments of cash to Seller during 2023 285,000 Amounts due on accounts payable to Seller (over the next 12 months) 40,000 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 $ 10,562,420 The Company’s estimate of fair value of the net assets acquired are based on information available to us at the date of acquisition. The Company evaluated the underlying inputs and assumptions used in its valuations on an interim periodic basis as well as at year end, December 31, 2022 and December 31, 2023. Estimates are subject to change during measurement periods, we determined that the final measurement period to be one year from the date of the acquisition (July 29, 2023). (**- Customer lists and other intangibles are combined with goodwill at the end of each period and evaluated as to fair value. At December 31, 2023 and December 31, 2022, it was determined that total intangible assets (which includes goodwill) had a fair value of $ 2.0 million and $ 4.2 million, respectively). 1.5 SCHEDULE OF GOODWILL AND RESERVE FOR IMPAIRMENT Goodwill and Reserve for Impairment: Goodwill as of December 31, 2022 $ 4,200,000 Additional amounts owed to Seller during 2023 – an increase goodwill 325,000 Goodwill as of December 31, 2022 4,525,000 Reserve for impairment as of December 31, 2022 - Impairment reserve for the year ending December 31, 2023 (2,525,000 ) Goodwill as of December 31, 2023 $ 2,000,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES At December 31, 2023 and December 31, 2022, the Company had a net operating loss carryforward of $ 45,213,594 34,112,810 Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax asset: Net operating loss carryforward $ 9,494,850 $ 7,163,690 Total deferred tax asset 9,494,850 7,163,690 Less: Valuation allowance (9,494,850 ) (7,163,690 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of December 31, 2023 and December 31, 2022 was $ 9,494,850 7,163,690 As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2023 and December 31, 2022 and recognized 100% valuation allowance for each period Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 10 – SHARE CAPITAL The Company is authorized to issue 600,000,000 0.001 10,000,000 0.001 On June 27, 2023, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-25 Common and Preferred stock The following transactions occurred with respect to our common stock and preferred stock on a month-to-month basis and presentation for the years ending December 31, 2022 and December 31, 2023: For the month of February 2022, the following transactions occurred: On February 3, 2022, multiple Series B Convertible Preferred stockholders converted 201,358 10,068 7,443 10,500,000 101,205 103.75 For the month of July 2022, the following transactions occurred: On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 20,372 27.75 448,096 27.50 936,937 21.50 five years For the month of August 2022, the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd. exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued For the month of September 2022, the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued For the month of October 2022, the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued For the month of November 2022, the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued For the month of June 2023, the following transactions occurred: On June 27, 2023, we entered into a PIPE transaction with Armistice Capital for the purchase and sale of $ 2,993,850.63 71,499 4.37 615,000 4.37 686,499 4.24 For the month of July 2023, the following transactions occurred: Approximately 1,493,272 Pursuant to the PIPE transaction 71,499 For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued For the month of September 2023, the following transactions occurred: On September 8, 2023, the Company, entered into an inducement offer letter agreement (the “Inducement Letter”) with Armistice Capital the holders of existing common stock purchase warrants to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on July 8, 2022 and June 28, 2023 and had an exercise price of $ 4.37 and $ 4.24 , respectively per share. Pursuant to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an aggregate of 2,988,687 shares of the Company’s common stock at a reduced exercise price of $ 1.10 per share in consideration for the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), to purchase up to 5,977,374 shares of the Company’s common stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of approximately $ 3,287,555.70 from the exercise of the existing common stock purchase warrants by Armistice Capital. Armistice Capital received 2 New Warrant for each existing common stock purchase warrant that they exercised. No compensation or expense was recognized as the repricing of the existing common stock purchase warrants was in excess of the current market price of the Company’s common stock, and the New Warrants were not compensatory as well due to the market conditions. The Company issued 2,988,687 shares of the Company’s common stock, of which 2,242,000 shares of common stock are held in reserve by the Company’s transfer agent. Armistice Capital Fund Ltd. is limited to total ownership at one time to be no more than 9.99 % of the Company’s issued and outstanding common stock. Armistice Capital took ownership and possession of 356,687 shares of common stock (September 21 st 390,000 shares of common stock (September 12 th 9.99 % ownership interest by Armistice Capital on such dates. On September 8, 2023 370,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $ 3,700.00 , 370,000 shares of common stock were issued. On September 19, 2023 the Company issued 6,391 shares of common stock pursuant to the Company’s 2021 LTIP equity plan. The shares were valued at $ 4,984.98 with a per share value of $ 0.78 which was the Company’s common stock closing market price on the grant date and date of issuance. Under the 2021 LTIP equity plan 3,954 shares of common stock were issued to Mr. Ross our Chief Executive Officer and 2,237 shares of common stock were issued to Mr. Grau our President and Interim Principal Accounting Officer. Additionally, on September 19, 2023, 3,721 shares of common stock were granted and issued to a vendor associated with our current working capital loan. The shares were valued at $ 2,902.38 with a per share value of $ 0.78 24,129 shares of common stock pursuant to the Company’s board compensation plan for its independent directors. The shares were valued at $ 18,096.75 with a per share value of $ 0.75 which was the Company’s common stock closing market price on the grant date as well as issuance date. The Company recognized approximately $ 228,000 in gain on settlement of debt through the issuance of 24,129 Shares Reserved for Issuance Pursuant to Certain Executive Employment Agreements The Company in connection with its employment agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 the share-award grant is to vest 1/4 th th th th 4,612,500 184,500 0.369 Per Mr. Ross’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 0.3501 Per Mr. Grau’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 0.3501 Shares Issued as Compensation The Company in connection with various consulting and advisory agreements is required to issue shares of its common stock. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to non-employees and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services to have been satisfied upon the initial grant, thereby incurring the cost immediately from the grant. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Modified Terms of Series A Preferred Stock On October 31, 2023, the Company board of directors approved amending and restating the certificate of designation of the Company’s Series A Convertible Preferred Stock to increase the number of shares from 100,000 150,000 On November 20, 2023 the Company issued 25,000 st st 3,125,000 6,250 13,125,000 26,250 New Preferred Stock Series Designation and Current Reg. A+ Offering On November 3, 2023, the Company’s board of directors approved the designation of a new Series C Convertible Cumulative Preferred Stock (the “Series C Designation”). The rights, preferences, restrictions and other matters relating to the Series C Convertible Cumulative Preferred Stock (the “Series C Preferred Stock”) are as follows: ● The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, junior to the Company’s Series A Preferred Stock and senior to its common stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of its Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up. ● Each share of Series C Preferred Stock has an initial stated value of $ 7.50 ● Dividends on the Series C Preferred Stock are cumulative and payable quarterly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative quarterly dividends at a per annum rate of 8.53 0.16 0.225 12 7.50 ● Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of common stock or Series B Preferred Stock and on a junior ● The Company may redeem the shares of Series C Preferred Stock, in whole or in part at any time after the fifth anniversary of the initial closing of offering selling such shares and continuing indefinitely thereafter, at the Company’s option, for cash, at $ 11.25 ● Once per calendar quarter beginning any time after the fifth-year anniversary of date of issuance, a Holder of record of shares of Series C Preferred Stock may elect to cause the Company to redeem all or any portion of their shares of Series C Preferred Stock for an amount equal to $ 11.25 11.25 2.25 ● The Company is not be obligated to redeem or repurchase shares of Series C Preferred Stock if it is restricted by applicable law or its articles of incorporation from making such redemption or repurchase or to the extent any such redemption or repurchase would cause or constitute a default under any borrowing agreements to which it or any of its subsidiaries are a party or otherwise bound. In addition, the Company has no obligation to redeem shares in connection with a redemption request made by a holder if it determines, as of the redemption date, that it does not have sufficient funds available to fund that redemption. In this regard, the Company will have complete discretion under the certificate of designation for the Series C Preferred Stock to determine whether it is in possession of “sufficient funds” to fund a redemption request. Redemptions will be limited to five percent (5%) of the total outstanding shares of Series C Preferred Stock per quarter. To the extent the Company is unable to complete redemptions it may have earlier agreed to make, the Company will complete those redemptions promptly after it becomes able to do so, with all such deferred redemptions being satisfied on a first come, first served, basis. ● The Series C Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not authorize or issue any class or series of equity securities ranking senior to the Series C Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend its articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series C Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series C Preferred Stock, voting together as a class. ● The Company will not be required to redeem shares of Series C Preferred Stock at any time except as otherwise described above. Accordingly, the shares of Series C Preferred Stock will remain outstanding indefinitely, unless the Company decides, at its option, to exercise its call right, or the holder of the Series C Preferred Stock exercises their put right. The shares of Series C Preferred Stock will not be subject to any sinking fund. ● Each share of Series C Preferred Stock shall be convertible into shares of common stock at a price per share of $ 1.50 (1 share of Series C Preferred Stock converts into 5 shares of common stock) th The Company filed a registration statement on Form 1-A offering up to 2,666,666 7.50 19,999,995 300.00 7.50 At December 31, 2023 and December 31, 2022, there were 9,004,920 677,221 75,143 75,143 125,000 100,000 No |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
WARRANTS AND OPTIONS | NOTE 11 – WARRANTS AND OPTIONS On February 10, 2022, the Company received an equity investment of $ 10,500,000 101,205 103.75 101,205 129.6875 15,181 129.6875 On February 11, 2022, we entered into a transaction with Calvary Fund, the provider of our 2021 bridge financing for the retirement of its debt instrument, principal and interest with a combined value of $ 1,566,659.00 15,099 103.75 15,099 129.6875 On July 12, 2022, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $ 12,887,976.31 20,372 27.75 448,096 27.50 936,937 21.50 As of December 31, 2023, no Prefunded Warrants remained issued and outstanding with respect to the July PIPE transaction. The Prefunded Warrants were purchased in their entirety by the holders of the warrants for $ 27.50 0.25 448,096 448,096 Calvary Fund exercised all of its Calvary Warrants by November 30, 2022 requiring the payment of an additional $ 0.25 15,099 129.6875 Along with the Prefunded Warrants the PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 21.50 five years 21.50 On June 27, 2023, we entered into a PIPE transaction with Armistice Capital for the purchase and sale of $ 2,993,850.63 71,499 4.37 615,000 4.37 686,499 4.24 686,499 1.10 On September 8, 2023, the Company, entered into an inducement offer letter agreement with Armistice Capital the holders of existing common stock purchase warrants to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on July 8, 2022 and June 28, 2023 and had an exercise price of $ 4.37 4.24 Pursuant to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an aggregate of 2,988,687 shares of the Company’s common stock at a reduced exercise price of $ 1.10 per share in consideration for the Company’s agreement to issue new common stock purchase warrants (the “New Warrants”), to purchase up to 5,977,374 shares of the Company’s common stock (the “New Warrant Shares”). The Company received aggregate gross proceeds of approximately $ 3,287,555.70 from the exercise of the existing common stock purchase warrants by Armistice Capital. Armistice Capital received 2 New Warrant for each existing common stock purchase warrant that they exercised. No compensation or expense was recognized as the repricing of the existing common stock purchase warrants was in excess of the current market price of the Company’s common stock, and the New Warrants were not compensatory as well due to the market conditions. The Company issued 2,988,687 shares of the Company’s common stock, of which 2,242,000 shares of common stock are held in reserve by the Company’s transfer agent. Armistice Capital Fund Ltd. is limited to total ownership at one time to be no more than 9.99% of the Company’s issued and outstanding common stock. Armistice Capital took ownership and possession of 356,687 shares of common stock (September 21 st 390,000 shares of common stock (September 12 th 9.99 % ownership interest by Armistice Capital on such dates. The common stock purchase warrants that were induced into being exercised were all held by Armistice Capital and consisted of the July 12, 2022 immediately exercisable warrants with an exercise price of $ 21.50 , the additional issuance of warrants to Armistice Capital that contractually were part of the July 12, 2022 issuance but were triggered by the June 27, 2023 offering that occurred with Armistice Capital and resulting in an additional 1,365,251 immediately exercisable warrants with an exercise price of $ 21.50 , along with 686,499 immediately exercisable warrants with an exercise price of $ 4.24 that were issued on June 27, 2023. On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued 370,000 3,700.00 370,000 615,000 746,687 Along with the Prefunded Warrants the previous year’s PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 21.50 five years 21.50 1.10 As of December 31, 2023, there were 6,136,892 1,096,455 The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the warrants have an immaterial fair value at December 31, 2023. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2023 December 31, 2022 Stock Price $ 0.31 $ 4.75 Exercise Price $ 1.10 $ 21.50 Term (expected in years) 4.7 4.5 Volatility 17.18 % 38.14 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 4.79 % 4.69 % Measurement input Stock Purchase Warrants The following table summarizes all warrant activity for the years ended December 31, 2023 and 2022. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Remaining Intrinsic Outstanding and Exercisable at December 31, 2021 28,071 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 1,096,455 $ 30.50 4.50 - Granted Prefunded Warrants 615,000 $ 4.37 5.00 - Granted in PIPE transaction 686,499 $ 4.24 * 5.00 Granted pursuant to repricing transaction 1,365,251 $ 1.10 * 4.00 Granted pursuant to Inducement Agreement – New Warrants 5,977,374 $ 1.10 5.00 Exercised (3,603,687 ) $ 0.88 5.00 - Expired - - - - Outstanding and Exercisable at December 31, 2023 6,136,892 $ 3.15 4.70 - * Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10 per warrant. |
LEASES AND LEASED PREMISES
LEASES AND LEASED PREMISES | 12 Months Ended |
Dec. 31, 2023 | |
Leases And Leased Premises | |
LEASES AND LEASED PREMISES | NOTE 12 – LEASES AND LEASED PREMISES Rental Payments under Non-cancellable Operating Leases and Equipment Leases The Company through its purchase of Champion acquired several long-term (more than month-to-month) leases for two manufacturing facilities, three office spaces, five distribution centers and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ expiry from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028. Rent expense for operating leases totaled approximately $ 1,214,000 502,000 The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates. Rental equipment expense for finance leases totaled approximately none none Right of Use Assets and Lease Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019, are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which allowed the Company to carry forward historical lease classifications. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. On January 1, 2019, the Company adopted ASC 842 which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. ASC 842 requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach with a cumulative-effect adjustment recorded on January 1, 2019. The adoption of ASC 842 resulted in the recognition of ROU assets of $ 0 0 The Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient related to land easements which allows the Company not to retrospectively treat land easements as leases; however, the Company must apply lease accounting prospectively to land easements if they meet the definition of a lease. For contracts entered into on or after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019, are accounted for under ASC 840 and were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently measured at amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The lease term for all of the Company’s leases includes the noncancellable period of the lease plus any additional periods covered by either an option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the earlier of the lease term or its useful life and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. The Company’s operating leases are comprised primarily of facility leases and we have no finance leases for vehicles or equipment at this time. The Company added approximately $1,000,000 in right-of-use lease assets offset by right-of-use lease liabilities during the 4 th Balance sheet information related to our leases is presented below for the years then ended: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2023 2022 December 31, Balance Sheet location 2023 2022 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,946,567 $ 1,977,329 Right-of-use lease liability, current Other current liabilities 1,039,081 992,496 Right-of-use lease liability, long-term Right-of-use operating lease liability 907,486 984,833 Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2023 2022 Years Ended December 31, 2023 2022 Operating lease expense, net $ 1,214,681 $ 502,421 Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 1,214,681 $ 502,421 Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2023 2022 Right-of-use assets acquired in exchange for operating lease obligations $ 1,946,567 $ 1,977,329 Cash Paid for Amounts Included in Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 1,101,797 1,038,647 Weighted Average Remaining Lease Term: Operating leases 3.0 3.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 10.00 % 5.00 % Finance leases n/a % n/a % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2024 $ - $ 1,239,855 2025 - 407,861 2026 - 291,375 2027 - 258,282 2028 - 194,262 Thereafter - - Total future minimum lease payments, undiscounted - 2,391,634 Less: Imputed interest ( - ) (286,669 ) Present value of future minimum lease payments $ - $ 2,104,965 Rental expense totaled approximately $ 1,214,681 502,421 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Legal Proceedings During the years ended December 31, 2023 and December 31, 2022, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements. Contractual Obligations The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company. As of December 31, 2023 and December 31, 2022 there was approximately none none 1,456,929 Executive Employment Agreements and Independent Contractor Agreements The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy. |
OTHER INCOME _ EMPLOYEE RETENTI
OTHER INCOME – EMPLOYEE RETENTION CREDIT | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME – EMPLOYEE RETENTION CREDIT | NOTE 14 – OTHER INCOME – EMPLOYEE RETENTION CREDIT The Company retained the services of a tax service professional to provide the Company with certain specialized tax services. The services included identifying various tax initiatives as well as specifically tasking the tax service professional in applying for and the preparation of tax filings for (tax) credits available under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Company received approximately $ 1,291,000 178,000 1,113,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of December 31, 2023 through the date the financial statements were issued and determined that there were the following subsequent events. On January 1, 2024 the Company recognized an additional 16,250,000 4,500,000 On January 1, 2024, the Company entered into a new loan agreement with an existing lender who was owed $ 150,000 December 31, 2023 75,000 75,000 12 The Company filed a registration statement on Form 1-A offering up to 2,666,666 7.50 19,999,995 300.00 7.50 On March 21, 2024 , the Company entered into a securities purchase agreement with an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ 235,750 . A one-time interest charge or points amounting to 15% (or $ 35,362 ) and fees of $ 5,000 were applied at the issuance date, resulting in net proceeds to the Company of $ 200,000 . Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $ 162,667.20 June 30, 2024 18,074.14 th 271,112 5 81.1 On March 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor Lender, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ 235,750 (the “Note”). A one-time interest charge of 15 % ($ 35,362 ) and fees of $ 5,000 were applied on the issuance date, resulting in net loan proceeds to us of $ 200,000 . Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $ 162,667.20 June 30, 2024 18,074.14 th 271,112.00 the Company has the right to prepay the Note within one hundred eighty days at a discount of 5 22 25 On March 22, 2024, the Company entered into another Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 100,000 10,000 Revenue Interest Call Option Put Option 140,000 154,000 On March 27, 2024, the Company entered into a $ 1,300,000 26,000 769,228 504,772 26,000 1,664,000 22.8 15,000 On April 1, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 100,000 10,000 140,000 154,000 On April 9, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 100,000 10,000 140,000 154,000 On April 9, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 300,000 30,000 420,000 462,000 On April 9, 2024, the Company entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 75,000 7,500 105,000 115,500 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization | Organization The Company was incorporated on December 15, 2014 |
Nature of operations | Nature of operations The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its acquisition of the “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer plans to launch regionally in 2024. To varying degrees, the consequences of the COVID-19 pandemic continue to affect our operating business. Significant government and private sector actions have taken place to control the spread and mitigate the economic effects of the virus and its variants. The development of geopolitical conflicts, supply chain disruptions and government actions to slow rapid inflation in recent years have produced varying effects on our business. The economic effects from these events over long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of our financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Inventory and Inventory Deposits | Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes, other storage products and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or market value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company makes deposit payments on certain inventory to be manufactured that are carried separately until the manufactured goods are received into inventory. |
Fixed assets and depreciation | Fixed assets and depreciation Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five seven years |
Revenue recognition | Revenue recognition In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. |
Advertising costs | Advertising costs Advertising costs are expensed as incurred; Marketing costs incurred were $ 1,273,012 507,503 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023, and December 31, 2022, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Stock-based compensation | Stock-based compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. |
Earnings per share | Earnings per share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the years ended December 31, 2023 and 2022, net loss per share was $ (3.81) (23.90) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none and none as of December 31, 2023 and December 31, 2022, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of December 31, 2023 and as of December 31, 2022, respectively. SCHEDULE OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Shares used in computation of basic earnings per share for the year ended 2,912,100 298,800 Total dilutive effect of outstanding stock awards or common stock equivalents 11,909,000 674,600 Shares used in computation of fully diluted earnings per share for the year ended 14,821,100 973,400 Net income (loss) $ (11,100,784 ) $ (7,143,153 ) Fully diluted income (loss) per share $ (0.75 ) $ (7.34 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. |
Income taxes | Income taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of December 31, 2023 and December 31, 2022, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. The Company classifies tax-related penalties and net interest as income tax expense. For the years ended December 31, 2023 and 2022, respectively, no |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Warranties | Warranties The Company’s safe manufacturing business estimates their exposure to warranty claims based on both current and historical (Champion Entities) product sales data and warranty costs (actual) incurred each year. The Company assesses the adequacy of its recorded warranty liability quarterly and adjusts the amount as necessary. Warranty liability is included in our accrued expense account of our subsidiaries in the accompanying consolidated balance sheets. We estimate that our warranty liability is nominal or negligible based on the quality of our products and our excellent customer relationships that we have. Warranty liability was $ 82,238 93,458 |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations, and as further defined by ASU 2017-01, Business Combinations (Topic 805), which requires the purchase price to be measured at fair value. When the purchase consideration consists entirely of shares of our common stock, the Company calculates the purchase price by determining the fair value, as of the acquisition date, of shares issued in connection with the closing of the acquisition and, if the transaction involves contingent consideration based on achievement of milestones or earn-out events, the probability-weighted fair value, as of the acquisition date, of shares issuable upon the occurrence of future events or conditions pursuant to the terms of the agreement governing the business combination. If the transaction involves such contingent consideration, our calculation of the purchase price involves probability inputs that are highly judgmental due to the inherent unpredictability of drug development, particularly by development-stage companies. The Company recognizes estimated fair values of the tangible assets and intangible assets acquired, including in process research and development (“IPR&D”), and liabilities assumed as of the acquisition date, and we record as goodwill any amount of the purchase price of the tangible and intangible assets acquired and liabilities assumed in excess of the fair value (see Note 8 - Goodwill and Acquisition Of Champion Entities and for further information in accordance with ASC 805-10-55-37 through ASC 805-10-55-50). |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under ASC 840. The Company elected the package of practical expedients permitted under the standard, which allowed the Company to carry forward historical lease classifications. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’ lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s consolidated balance sheets. |
Recent pronouncements | Recent pronouncements The Company evaluated recent accounting pronouncements through December 31, 2023, and believes that none have a material effect on the Company’s consolidated financial statements. |
Concentration Risk | Concentration Risk Prior to the closing of the Champion Entities in 2022, the Company purchased a substantial portion (over 20 20 0 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE | The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of December 31, 2023 and as of December 31, 2022, respectively. SCHEDULE OF EARNINGS PER SHARE December 31, 2023 December 31, 2022 Shares used in computation of basic earnings per share for the year ended 2,912,100 298,800 Total dilutive effect of outstanding stock awards or common stock equivalents 11,909,000 674,600 Shares used in computation of fully diluted earnings per share for the year ended 14,821,100 973,400 Net income (loss) $ (11,100,784 ) $ (7,143,153 ) Fully diluted income (loss) per share $ (0.75 ) $ (7.34 ) |
INVENTORY AND DEPOSITS (Tables)
INVENTORY AND DEPOSITS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY AND DEPOSITS | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS December 31, 2023 December 31, 2022 Inventory - Finished goods $ 5,787,993 $ 7,421,696 Inventory - Deposits and other 315,084 309,684 Total Inventory $ 6,103,077 $ 7,731,380 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Property and equipment include the following: December 31, 2023 December 31, 2022 Plant, property and equipment $ 353,885 $ 367,317 Vehicles 435,153 448,542 Property and equipment gross 789,038 815,859 Less: Accumulated depreciation (428,543 ) (359,334 ) Net property and equipment $ 360,495 $ 456,525 |
LINE OF CREDIT _ FINANCIAL IN_2
LINE OF CREDIT – FINANCIAL INSTITUTION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LINE OF CREDIT | SCHEDULE OF LINE OF CREDIT December 31, 2023 December 31, 2022 Line of credit from a financial institution. $ 1,456,929 $ - Total recorded as a current liability $ 1,456,929 $ - |
NOTES PAYABLE _ WORKING CAPIT_2
NOTES PAYABLE – WORKING CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF WORKING CAPITAL | SCHEDULE OF WORKING CAPITAL December 31, 2023 December 31, 2022 Working capital loan with a limited liability company domiciled in the state of Georgia. The working capital loan is a demand loan and accrues interest at 12 th - 600,000 Working capital loans with an irrevocable trust established in the state of Georgia, managed and owned by the same entity as the limited liability company that previously held the $ 600,000 12 st 150,000 300,000 June 30, 2024 150,000 450,000 - Working capital loans with a major financial institution converted from a revolving line of credit to a strict payoff loan agreement with the major financial institution. Annual interest rate approximates 22.5 - 2,643 Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with a corporate entity domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 75,000 125 625,000 137.5 687,500 687,500 75,000 500,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 11,731 December 27, 2024 11,731 500,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 20,000 July 5, 2024 20,000 504,214 - Working capital loans $ 1,954,214 $ 602,643 Total recorded as a current liability $ 1,954,214 $ 602,643 |
GOODWILL AND ACQUISITION OF C_2
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF GOODWILL AND RESERVE FOR IMPAIRMENT | SCHEDULE OF GOODWILL AND RESERVE FOR IMPAIRMENT Goodwill and Reserve for Impairment: Goodwill as of December 31, 2022 $ 4,200,000 Additional amounts owed to Seller during 2023 – an increase goodwill 325,000 Goodwill as of December 31, 2022 4,525,000 Reserve for impairment as of December 31, 2022 - Impairment reserve for the year ending December 31, 2023 (2,525,000 ) Goodwill as of December 31, 2023 $ 2,000,000 |
Champion Safe Co Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED | For the year ending December 31, 2022 the following was the fair value of the assets acquired, liabilities assumed, and ensuing goodwill identified, reconciled to the purchase price transferred: SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED Cash $ - Accounts receivable 1,337,130 Inventory 5,229,426 Fixed assets 473,326 Deposits and other assets 53,977 Customer list and other intangibles** 637,515 Accounts payable (1,609,657 ) Accrued expenses and other (84,297 ) Goodwill prior to December 31, 2023 4,525,000 Consideration $ 10,562,420 Consideration: Payments of cash direct to Seller $ 8,455,177 Additional payments of cash to Seller during 2023 285,000 Amounts due on accounts payable to Seller (over the next 12 months) 40,000 Debt payments on behalf of Seller - guarantor 1,442,243 Payments to various service providers 340,000 $ 10,562,420 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 December 31, 2022 Deferred tax asset: Net operating loss carryforward $ 9,494,850 $ 7,163,690 Total deferred tax asset 9,494,850 7,163,690 Less: Valuation allowance (9,494,850 ) (7,163,690 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between statutory rate and the effective tax rate for and as of December 31, 2023 and 2022: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.00 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT December 31, 2023 December 31, 2022 Stock Price $ 0.31 $ 4.75 Exercise Price $ 1.10 $ 21.50 Term (expected in years) 4.7 4.5 Volatility 17.18 % 38.14 % Annual Rate of Dividends 0.0 % 0.0 % Risk-Free Rate 4.79 % 4.69 % Measurement input |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes all warrant activity for the years ended December 31, 2023 and 2022. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Remaining Intrinsic Outstanding and Exercisable at December 31, 2021 28,071 $ 220.00 2.95 - Granted 116,386 $ 129.6875 5.00 - Granted in Debt Conversion 15,099 $ 129.6875 5.00 Granted Prefunded Warrants 463,195 $ 0.25 5.00 Granted in PIPE transaction 936,937 $ 21.50 5.00 Exercised (463,195 ) $ 0.25 - - Expired (38 ) - - - Outstanding and Exercisable at December 31, 2022 1,096,455 $ 30.50 4.50 - Granted Prefunded Warrants 615,000 $ 4.37 5.00 - Granted in PIPE transaction 686,499 $ 4.24 * 5.00 Granted pursuant to repricing transaction 1,365,251 $ 1.10 * 4.00 Granted pursuant to Inducement Agreement – New Warrants 5,977,374 $ 1.10 5.00 Exercised (3,603,687 ) $ 0.88 5.00 - Expired - - - - Outstanding and Exercisable at December 31, 2023 6,136,892 $ 3.15 4.70 - * Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10 per warrant. |
LEASES AND LEASED PREMISES (Tab
LEASES AND LEASED PREMISES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases And Leased Premises | |
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES | Balance sheet information related to our leases is presented below for the years then ended: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2023 2022 December 31, Balance Sheet location 2023 2022 Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,946,567 $ 1,977,329 Right-of-use lease liability, current Other current liabilities 1,039,081 992,496 Right-of-use lease liability, long-term Right-of-use operating lease liability 907,486 984,833 Finance leases: Right-of-use lease assets Property, plant and equipment - - Right-of-use lease liability, current Current portion of long-term debt - - Right-of-use lease liability, long-term Long-term debt - - |
SCHEDULE OF LEASE EXPENSE | The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2023 2022 Years Ended December 31, 2023 2022 Operating lease expense, net $ 1,214,681 $ 502,421 Finance lease expense: Amortization of assets - - Interest on lease liabilities - - Total finance lease expense - - Operating lease expense, net $ 1,214,681 $ 502,421 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES 2023 2022 Right-of-use assets acquired in exchange for operating lease obligations $ 1,946,567 $ 1,977,329 Cash Paid for Amounts Included in Measurement of Liabilities: Operating cash flows from finance leases - - Operating cash flows from operating leases 1,101,797 1,038,647 Weighted Average Remaining Lease Term: Operating leases 3.0 3.0 Finance leases 0.0 0.0 Weighted Average Discount Rate: Operating leases 10.00 % 5.00 % Finance leases n/a % n/a % |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE | The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Finance leases Operating leases 2024 $ - $ 1,239,855 2025 - 407,861 2026 - 291,375 2027 - 258,282 2028 - 194,262 Thereafter - - Total future minimum lease payments, undiscounted - 2,391,634 Less: Imputed interest ( - ) (286,669 ) Present value of future minimum lease payments $ - $ 2,104,965 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Shares used in computation of basic earnings per share for the year ended | 2,912,100 | 298,800 |
Total dilutive effect of outstanding stock awards or common stock equivalents | 11,909,000 | 674,600 |
Shares used in computation of fully diluted earnings per share for the year ended | 14,821,100 | 973,400 |
Net income (loss) | $ (11,100,784) | $ (7,143,153) |
Fully diluted income (loss) per share | $ (0.75) | $ (7.34) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Date of incorporation | Dec. 15, 2014 | |
Estimated useful life | 60 months | |
Marketing expense | $ 1,273,012 | $ 507,503 |
Earnings per share basic | $ (3.81) | $ (23.90) |
Earnings per share diluted | $ (3.81) | $ (23.90) |
Income tax examination description | less than a 50% likelihood | less than a 50% likelihood |
Income tax expense | ||
Warranty liability | 82,238 | $ 93,458 |
2 Third-party Vendors [Member] | ||
Product Information [Line Items] | ||
Accounts payable and accrued expense | $ 0 | |
Supplier Concentration Risk [Member] | Inventory [Member] | 2 Third-party Vendors [Member] | ||
Product Information [Line Items] | ||
Risk percentage | 20% | 20% |
Minimum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 5 years | |
Maximum [Member] | ||
Product Information [Line Items] | ||
Estimated useful life | 7 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 11,100,784 | $ 7,143,153 |
Accumulated deficit | 45,213,594 | 34,112,810 |
Working capital | 4,551,927 | $ 6,678,562 |
Inventory valuation adjustment | 1,570,816 | |
Principal payments | 3,700,000 | |
Sought value | $ 20,000,000 |
SCHEDULE OF INVENTORY AND DEPOS
SCHEDULE OF INVENTORY AND DEPOSITS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory - Finished goods | $ 5,787,993 | $ 7,421,696 |
Inventory - Deposits and other | 315,084 | 309,684 |
Total Inventory | $ 6,103,077 | $ 7,731,380 |
INVENTORY AND DEPOSITS (Details
INVENTORY AND DEPOSITS (Details Narrative) | Dec. 31, 2023 USD ($) |
Inventory Disclosure [Abstract] | |
Inventory Valuation | $ 1,570,816 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 789,038 | $ 815,859 |
Less: Accumulated depreciation | (428,543) | (359,334) |
Net property and equipment | 360,495 | 456,525 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 353,885 | 367,317 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 435,153 | $ 448,542 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 104,229 | $ 50,087 |
Depreciation expense | 60 months |
RELATED PARTY NOTE PAYABLE AN_2
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended | |||||||||
Dec. 30, 2023 | Nov. 20, 2023 | Oct. 31, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Jun. 27, 2023 | Jul. 12, 2022 | Nov. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2023 | |
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | |||||||||
Fair value of common stock | $ 2,902.38 | $ 312,452 | $ 9,038,456 | ||||||||
Number of shares of common stock | 24,129 | 71,499 | 20,372 | ||||||||
Mr. Ross [Member] | 2021 LTIP [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fair value of common stock | $ 12,600 | ||||||||||
Number of shares of common stock | 40,634 | ||||||||||
Mr. Grau [Member] | 2021 LTIP [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fair value of common stock | $ 8,400 | ||||||||||
Number of shares of common stock | 27,089 | ||||||||||
Mr. Lambrecht s Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salaries and wages | $ 260,000 | ||||||||||
Mr. Rosss Amended Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation expenses | 466,800 | ||||||||||
Fair value of common stock | $ 8,752,500 | ||||||||||
Mr. Graus Amended Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation expenses | 466,800 | ||||||||||
Fair value of common stock | $ 8,752,500 | ||||||||||
Charles A Ross Jr [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation for Mr. Ross | 318,667 | 681,400 | |||||||||
Stock awards | 0 | 20,766 | |||||||||
Mr. Grau [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation for Mr. Ross | 186,456 | 413,381 | |||||||||
Stock awards | 0 | 11,182 | |||||||||
Loan | 95,332 | ||||||||||
Officer [Member] | Mr. Lambrecht s Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salaries and wages | 10,025 | ||||||||||
Independent Consultant [Member] | Mr. Lambrecht s Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Salaries and wages | 185,000 | $ 185,000 | |||||||||
Mr Lambrecht [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, shares authorized | 8,132 | ||||||||||
Compensation expenses | $ 23,333 | ||||||||||
Mr Lambrecht [Member] | Mr. Lambrecht s Employment Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation expenses | $ 184,500 | ||||||||||
Number of shares conversion | 62,500,000 | ||||||||||
Fair value of common stock | $ 4,612,500 |
SCHEDULE OF LINE OF CREDIT (Det
SCHEDULE OF LINE OF CREDIT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total recorded as a current liability | $ 1,456,929 | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Total recorded as a current liability | $ 1,456,929 |
SCHEDULE OF WORKING CAPITAL (De
SCHEDULE OF WORKING CAPITAL (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | $ 1,954,214 | $ 602,643 |
Working Capital Loan One [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 600,000 | |
Working Capital Loan Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 450,000 | |
Working Capital Loan Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 2,643 | |
Working Capital Loan Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 500,000 | |
Working Capital Loan Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 500,000 | |
Working Capital Loan Six [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | $ 504,214 |
SCHEDULE OF WORKING CAPITAL (_2
SCHEDULE OF WORKING CAPITAL (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 03, 2023 | |
Short-Term Debt [Line Items] | |||
Interest rate | 12% | ||
Debt current | $ 600,000 | $ 600,000 | |
First Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Loans default | 150,000 | ||
Second Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Loans default | $ 300,000 | ||
Working Capital Loan One [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 12% | 12% | |
Working Capital Loan Two [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 12% | 12% | |
Loans default | $ 150,000 | $ 150,000 | |
Debt instrument maturity date | Jun. 30, 2024 | Jun. 30, 2024 | |
Working Capital Loan Three [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 22.50% | 22.50% | |
Working Capital Loan Four [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument payment | $ 75,000 | $ 75,000 | |
Working Capital Loan Four [Member] | Prior to April 1,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 125% | ||
Debt Instrument, Repurchase Amount | $ 625,000 | ||
Working Capital Loan Four [Member] | Prior to May 5,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 137.50% | ||
Debt Instrument, Repurchase Amount | $ 687,500 | ||
Working Capital Loan Four [Member] | Thereafter [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Repurchase Amount | $ 687,500 | ||
Working Capital Loan Five [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument maturity date | Dec. 27, 2024 | Dec. 27, 2024 | |
Debt instrument payment | $ 11,731 | $ 11,731 | |
Working Capital Loan Six [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument maturity date | Jul. 05, 2024 | Jul. 05, 2024 | |
Debt instrument payment | $ 20,000 | $ 20,000 |
LINE OF CREDIT _ FINANCIAL IN_3
LINE OF CREDIT – FINANCIAL INSTITUTION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Line of credit, current | $ 1,456,929 | ||
Proceeds from lines of credit | 1,700,000 | ||
Line of credit, draws | $ 243,071 | ||
Master Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit | $ 2,000,000 | ||
Percentage of interest rate period end | 2.05% | ||
Total percentage of interest rate during period | 7.48% | ||
Line of credit description | The Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6% over the BSBY plus an additional 2.05% rate | ||
Interest rate, increase (decrease) | 6% | ||
Proceeds from lines of credit | $ 1,700,000 | ||
Line of credit, draws | 250,000 | ||
Interest expense paid | $ 65,000 |
NOTES PAYABLE _ WORKING CAPIT_3
NOTES PAYABLE – WORKING CAPITAL (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||
Dec. 29, 2023 | Dec. 19, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Jul. 01, 2023 | Jun. 27, 2023 | Apr. 14, 2023 | Jul. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 03, 2023 | Jul. 30, 2023 | |
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 12% | |||||||||||
Sale of common stock, net, shares | 24,129 | 71,499 | 20,372 | |||||||||
Value new issues | $ 2,902.38 | $ 312,452 | $ 9,038,456 | |||||||||
Interest expense on loan | 406,252 | 358,689 | ||||||||||
Working capital loan | $ 600,000 | |||||||||||
Loss on extinguishment of debt | 221,903 | (1,376,756) | ||||||||||
Loans - Working capital | 1,954,214 | 602,643 | ||||||||||
Minimum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Working capital loan | 18,000 | |||||||||||
Maximum [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Working capital loan | $ 13,500 | $ 9,000 | ||||||||||
Accredited Lender [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 12% | |||||||||||
Working capital loan | $ 450,000 | |||||||||||
Business Loan And Security Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from debt | $ 500,000 | $ 1,000,000 | ||||||||||
Loan net of fees | 10,000 | 20,000 | ||||||||||
Periodic payment | 11,731 | 20,000 | ||||||||||
Repayment of debt | $ 610,000 | $ 1,280,000 | ||||||||||
Interest rate | 40.50% | 41.40% | ||||||||||
Debt instrument, default amount | $ 15,000 | $ 15,000 | ||||||||||
Payments of lender fee | $ 40,000 | $ 80,000 | ||||||||||
Sale of common stock, net, shares | 3,721 | |||||||||||
Value new issues | $ 2,900 | |||||||||||
Interest expense on loan | $ 2,900 | |||||||||||
Assignment and Assumption Loan Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Periodic payment | 150,000 | |||||||||||
Working capital loan | $ 600,000 | |||||||||||
Loans payable | 150,000 | |||||||||||
Revenue Interest Purchase Agreement [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Proceeds from debt | $ 500,000 | |||||||||||
Loan net of fees | 5,000 | |||||||||||
Periodic payment | $ 75,000 | $ 75,000 | ||||||||||
Interest rate | 40.50% | |||||||||||
Revenue Interest Purchase Agreement [Member] | Prior to April 1,2024 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 125% | |||||||||||
Debt Instrument, Repurchase Amount | $ 625,000 | |||||||||||
Revenue Interest Purchase Agreement [Member] | Prior to May 5,2024 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 137.50% | |||||||||||
Debt Instrument, Repurchase Amount | $ 687,500 | |||||||||||
Revenue Interest Purchase Agreement [Member] | Thereafter [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 116.90% | |||||||||||
Debt Instrument, Repurchase Amount | $ 687,500 | |||||||||||
Revenue Interest Purchase Agreement [Member] | March 31, 2024 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 81.30% | |||||||||||
Revenue Interest Purchase Agreement [Member] | May 31, 2024 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Interest rate | 87.30% | |||||||||||
Short-Term Debt One [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Repayment of debt | 2,541,634 | |||||||||||
Debt conversion, face value | 1,950,224 | |||||||||||
Loss on extinguishment of debt | 1,376,756 | |||||||||||
Short-Term Debt One [Member] | Common Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt conversion, face value | $ 2,803,632 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITY ASSUMED (Details) - USD ($) | Jul. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||
Cash | $ 2,000,000 | $ 4,200,000 | ||
Champion Safe Co Inc [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Cash | ||||
Cash | 1,337,130 | |||
Cash | 5,229,426 | |||
Cash | 473,326 | |||
Cash | 53,977 | |||
Cash | 637,515 | |||
Cash | (1,609,657) | |||
Cash | (84,297) | |||
Cash | 4,525,000 | $ 2,000,000 | $ 4,525,000 | $ 4,200,000 |
Cash | 10,562,420 | |||
Cash | 8,455,177 | |||
Cash | 285,000 | |||
Cash | 40,000 | |||
Cash | 1,442,243 | |||
Cash | 340,000 | |||
Cash | $ 10,562,420 |
SCHEDULE OF GOODWILL AND RESERV
SCHEDULE OF GOODWILL AND RESERVE FOR IMPAIRMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill as of December 31, 2022 | $ 4,200,000 | |
Impairment reserve for the year ending December 31, 2023 | (2,525,000) | |
Goodwill as of December 31, 2023 | 2,000,000 | 4,200,000 |
Champion Safe Co Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Goodwill as of December 31, 2022 | 4,525,000 | 4,200,000 |
Additional amounts owed to Seller during 2023 – an increase goodwill | 325,000 | |
Reserve for impairment as of December 31, 2022 | ||
Impairment reserve for the year ending December 31, 2023 | (2,525,000) | |
Goodwill as of December 31, 2023 | $ 2,000,000 | $ 4,525,000 |
GOODWILL AND ACQUISITION OF C_3
GOODWILL AND ACQUISITION OF CHAMPION ENTITIES (Details Narrative) - USD ($) | 12 Months Ended | |||
Jul. 29, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Goodwill | $ 2,000,000 | $ 4,200,000 | ||
Goodwill impairment | 2,525,000 | |||
Non cash impairment loss | 2,525,000 | 4,525,000 | ||
Intangible assets including goodwill | 2,000,000 | 4,200,000 | ||
Inventory valuation adjustment | 1,570,816 | |||
Champion Safe Co Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Goodwill | $ 4,525,000 | 2,000,000 | $ 4,525,000 | $ 4,200,000 |
Goodwill impairment | 2,525,000 | |||
Business combination, consideration transferred | 10,562,420 | |||
Inventory valuation adjustment | 1,500,000 | |||
Champion Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Business combination, consideration transferred | 9,150,000 | |||
Cash deposits | 350,000 | |||
Payments for previous acquisition | 400,000 | |||
Payments to acquire businesses | 150,000 | |||
Champion Purchase Agreement [Member] | Champion Safe Co Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments to acquire businesses | 325,000 | |||
Goodwill increase | $ 325,000 | |||
Champion Purchase Agreement [Member] | Investor One [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Acqusition of cost | 350,000 | |||
Champion Purchase Agreement [Member] | Investor Two [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Acqusition of cost | $ 200,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 9,494,850 | $ 7,163,690 |
Total deferred tax asset | 9,494,850 | 7,163,690 |
Less: Valuation allowance | (9,494,850) | (7,163,690) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (0.00%) | (0.00%) |
Change in valuation allowance | 21% | 21% |
Effective tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 45,213,594 | $ 34,112,810 |
Valuation allowance for deferred tax assets | $ 9,494,850 | $ 7,163,690 |
Valuation allowance description | As a result, management determined it was more likely than not deferred tax assets will not be realized as of December 31, 2023 and December 31, 2022 and recognized 100% valuation allowance for each period |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 18 Months Ended | ||||||||||||||||||||||||
Mar. 13, 2024 | Jan. 01, 2024 | Nov. 20, 2023 | Nov. 03, 2023 | Oct. 31, 2023 | Oct. 30, 2023 | Sep. 20, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Aug. 21, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Jun. 27, 2023 | Aug. 22, 2022 | Jul. 12, 2022 | Jul. 08, 2022 | Feb. 10, 2022 | Feb. 03, 2022 | Aug. 30, 2023 | Jul. 31, 2023 | Nov. 30, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Feb. 11, 2022 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||
Series C preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Reserse split | 1-for-25 | ||||||||||||||||||||||||||
Conversion of shares | 100 | ||||||||||||||||||||||||||
Shares new issues | 2,993,850.63 | ||||||||||||||||||||||||||
Exercisable of warrants | 615,000 | 615,000 | 448,096 | 15,099 | |||||||||||||||||||||||
Offering price | $ 27.75 | ||||||||||||||||||||||||||
Sale of common stock, net, shares | 24,129 | 71,499 | 20,372 | ||||||||||||||||||||||||
Common stock exercise price | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 2,833,800 | ||||||||||||||||||||||||||
Issuance of common stock, shares held | 2,988,687 | ||||||||||||||||||||||||||
Sale of common stock, net | $ 2,902.38 | $ 312,452 | $ 9,038,456 | ||||||||||||||||||||||||
Gain on settlement of debt | $ 228,000 | ||||||||||||||||||||||||||
Share price | $ 4.37 | $ 4.37 | |||||||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 0.225 | ||||||||||||||||||||||||||
Preferred stock, annual rate percentage | 12% | ||||||||||||||||||||||||||
Common stock shares issued | 9,004,920 | 677,221 | 9,004,920 | ||||||||||||||||||||||||
Common stock shares outstanding | 9,004,920 | 677,221 | 9,004,920 | ||||||||||||||||||||||||
Preferred stock, shares issued | 200,000 | 175,000 | 200,000 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 200,000 | 175,000 | 200,000 | ||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | |||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | September 12 [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | |||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Exercisable of warrants | 370,000 | ||||||||||||||||||||||||||
Offering price | $ 0.75 | $ 0.78 | |||||||||||||||||||||||||
Sale of stock description of transaction | On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | |||||||||||||||||||||||||
Sale of common stock, net, shares | 24,129 | 6,391 | 370,000 | ||||||||||||||||||||||||
Sale of common stock, net | $ 18,096.75 | $ 4,984.98 | $ 3,700 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 3,721 | ||||||||||||||||||||||||||
Private Investment In Public Equity [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Exercisable of warrants | 15,181 | ||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Exercisable of warrants | 5,977,374 | 5,977,374 | |||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Exercisable of warrants | 101,205 | ||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | Prefunded Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Exercisable of warrants | 448,096 | ||||||||||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of stock consideration received per transaction | $ 2,993,850.63 | $ 12,887,976.31 | |||||||||||||||||||||||||
Shares new issues | 71,499 | 20,372 | |||||||||||||||||||||||||
Excerice price share | $ 4.24 | $ 4.24 | $ 21.50 | $ 4.37 | |||||||||||||||||||||||
Exercisable of warrants | 686,499 | 686,499 | 936,937 | 2,988,687 | 2,988,687 | ||||||||||||||||||||||
Sale of stock description of transaction | For the month of October 2022, the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued | For the month of September 2022, the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued | |||||||||||||||||||||||||
Exercisable of warrants | 615,000 | 615,000 | |||||||||||||||||||||||||
Sale of common stock, net, shares | 71,499 | ||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 3,287,555.70 | ||||||||||||||||||||||||||
Issuance of common stock, shares held | 2,242,000 | ||||||||||||||||||||||||||
Calvary Fund [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of November 2022, the following transactions occurred: During the month of November 2022, Calvary Fund exercised 15,099 Calvary Warrants (see Note 11 – Warrants and Options). Along with an exercise notice and payment totaling $3,774.84, 15,099 shares of common stock were issued | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | Prefunded Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 3,954 | ||||||||||||||||||||||||||
Chief Operating Officer [Member] | Prefunded Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 2,237 | ||||||||||||||||||||||||||
Febrauary Twenty Twenty Two Service Agreement [Member] | Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of August 2022, the following transactions occurred: On August 22, 2022, 4,000 shares of common stock were issued in return for services as a component of a February 2022 services agreement. During the month of August 2022, Armistice Capital Master Fund Ltd. exercised 17,618 Prefunded Warrants. Along with the exercise notice and payment of $4,404.41, 17,618 shares of common stock were issued | ||||||||||||||||||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Vesting description | the already issued or existing share-award grant is to vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||||||||||
Recognised share award grant | 8,752,500 | ||||||||||||||||||||||||||
Compensation expenses | $ 466,800 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Vesting description | the share-award grant is to vest 1/4th upon the signing of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January 1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||||||||||
Recognised share award grant | 4,612,500 | 4,612,500 | |||||||||||||||||||||||||
Compensation expenses | $ 184,500 | ||||||||||||||||||||||||||
Share price | $ 0.369 | ||||||||||||||||||||||||||
Employment Agreement [Member] | CEO, President and COO [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Common stock shares reserved for issuance | 62,500,000 | ||||||||||||||||||||||||||
Employment Agreement [Member] | President [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Vesting description | the already issued or existing share-award grant is to vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||||||||||
Recognised share award grant | 8,752,500 | ||||||||||||||||||||||||||
Compensation expenses | $ 466,800 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Conversion of shares | 10,068 | 448,096 | |||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 7,443 | ||||||||||||||||||||||||||
Shares purchased | 101,205 | ||||||||||||||||||||||||||
Exercisable of warrants | 686,499 | 686,499 | 936,937 | ||||||||||||||||||||||||
Sale of common stock, net, shares | 1,493,272 | 71,499 | 106,345 | ||||||||||||||||||||||||
Issuance of common stock, shares held | 2,988,687 | ||||||||||||||||||||||||||
Sale of common stock, net | $ 7 | $ 106 | |||||||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 7.50 | ||||||||||||||||||||||||||
Common stock shares issued | 9,004,920 | 677,221 | 9,004,920 | ||||||||||||||||||||||||
Common stock shares outstanding | 9,004,920 | 677,221 | 9,004,920 | ||||||||||||||||||||||||
Common Stock [Member] | September 21 [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 356,687 | ||||||||||||||||||||||||||
Common Stock [Member] | September 12 [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 390,000 | ||||||||||||||||||||||||||
Common Stock [Member] | Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Excerice price share | $ 4.37 | $ 27.75 | |||||||||||||||||||||||||
Common Stock [Member] | Subscription Arrangement [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Equity method investment received | $ 10,500,000 | ||||||||||||||||||||||||||
Shares purchased | 101,205 | ||||||||||||||||||||||||||
Redeemed shares, per share | $ 103.75 | ||||||||||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Conversion of shares | 448,096 | ||||||||||||||||||||||||||
Prefunded Warrants [Member] | Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Excerice price share | 4.24 | 21.50 | |||||||||||||||||||||||||
Offering price | $ 4.37 | $ 4.37 | $ 27.50 | ||||||||||||||||||||||||
Warrants expire term | 5 years | ||||||||||||||||||||||||||
Reverse Stock Split [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of stock description of transaction | For the month of July 2023, the following transactions occurred: Approximately 1,493,272 shares of the Company’s common stock were issued pursuant to the 100-share lot roundup caused by the reverse stock split on June 27, 2023. The Depository Trust and Clearing Corporation (the “DTCC”) which handles the clearing and settlement of virtually all broker-to-broker equity, listed corporate and municipal bond and unit investment trust (UIT) transactions in the U.S. equities markets submitted numerous requests for share allocations. In connection with the Company’s June 27, 2023 1-for-25 reverse split DTCC made these requests. An additional 1.488 million shares of the Company’s common stock were newly issued and added to its post-reverse stock split numbers. As described in the Company’s Information Statement filed on Schedule 14C dated December 14, 2022, shareholders holding at least a “round lot” (100 shares or more) prior to the reverse stock split shall have no less than one round lot (100 shares) after the reverse stock split | ||||||||||||||||||||||||||
Prefunded Common Stock Warrants [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 615,000 | 492,902 | |||||||||||||||||||||||||
Common stock exercise price | $ 1.10 | $ 1.10 | |||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net | |||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Conversion of shares | 201,358 | ||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 75,143 | 75,143 | 75,143 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 75,143 | 75,143 | 75,143 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Conversion of shares | 6,250 | ||||||||||||||||||||||||||
Share issued in conversion | 3,125,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Conversion of shares | 26,250 | ||||||||||||||||||||||||||
Share issued in conversion | 13,125,000 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Share price | $ 0.3501 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Employment Agreement [Member] | President [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Share price | $ 0.3501 | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Employment [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 25,000 | ||||||||||||||||||||||||||
Stock option award, description | On November 20, 2023 the Company issued 25,000 shares of its Series A Preferred Stock to Mr. Lambrecht, pursuant to his employment agreement as Chief Operating Officer. Mr. Lambrecht’s shares of Series A Preferred Stock will vest in the following manner, 25% upon signing of the employment agreement, 25% on the 1st of January 2024, and 25% for the following two anniversaries. Messrs. Ross and Grau who are holders of the Series A Preferred Stock will also enjoy the vesting of their shares of Series A Preferred Stock in the following manner; 20% on the 1st of January 2024 and 20% thereafter for the following 4 anniversaries. The Company has determined, and appropriately recorded in its statement of operations a compensation expense associated with the conversion or convertibility of the Series A Preferred Stock into common stock of the Company on a 500:1 basis. | ||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 125,000 | 100,000 | 125,000 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 125,000 | 100,000 | 125,000 | ||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 150,000 | 100,000 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Series C preferred stock, par value | 7.50 | ||||||||||||||||||||||||||
Share price | $ 1.50 | ||||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 853% | ||||||||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 0.16 | ||||||||||||||||||||||||||
Preferred stock, convertible, terms | (1 share of Series C Preferred Stock converts into 5 shares of common stock) | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Fifth Anniversary [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Redeemed shares, per share | $ 2.25 | ||||||||||||||||||||||||||
Preferred stock, liquidation preference per share | $ 11.25 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | IPO [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Offering price | $ 7.50 | ||||||||||||||||||||||||||
Proceeds from offering | $ 19,999,995 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | IPO [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 2,666,666 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | IPO [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Purchase price | $ 7.50 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Investor [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Investment | $ 300 | ||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.31 | 4.75 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.10 | 21.50 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (expected in years) | 4 years 8 months 12 days | 4 years 6 months |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 17.18 | 38.14 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 4.79 | 4.69 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Share-Based Payment Arrangement [Abstract] | |||||
Outstanding and exercisable - Beginning | 1,096,455 | 28,071 | |||
Weighted average exercise price per share - Beginning | $ 30.50 | $ 220 | |||
Remaining term - Ending | 4 years 8 months 12 days | 4 years 6 months | 2 years 11 months 12 days | ||
Intrinsic value - Beginning | |||||
Outstanding and exercisable - Granted | 116,386 | ||||
Weighted average exercise price per share - Granted in PIPE transaction | $ 4.24 | [1] | $ 129.6875 | ||
Remaining term - Granted in PIPE transaction | 5 years | 5 years | |||
Intrinsic value - Granted | |||||
Outstanding and exercisable - Granted in Debt Conversion | 15,099 | ||||
Weighted average exercise price per share - Granted in Debt Conversion | $ 129.6875 | ||||
Remaining term - Granted in Debt Conversion | 5 years | ||||
Outstanding and exercisable - Granted Prefunded Warrants | 615,000 | 463,195 | |||
Weighted average exercise price per share - Granted Prefunded Warrants | $ 4.37 | $ 0.25 | |||
Remaining term - Granted Prefunded Warrants | 5 years | 5 years | |||
Outstanding and exercisable - Granted in PIPE transaction | 686,499 | 936,937 | |||
Weighted average exercise price per share - Granted in PIPE transaction | [1] | $ 21.50 | |||
Remaining term - Granted in PIPE transaction | 5 years | ||||
Outstanding and exercisable - Exercised | (3,603,687) | (463,195) | |||
Weighted average exercise price per share - Exercised | $ 0.88 | $ 0.25 | |||
Intrinsic value - Exercised | |||||
Outstanding and exercisable - Expired | (38) | ||||
Weighted average exercise price per share - Expired | |||||
Intrinsic value - Expired | |||||
Outstanding and exercisable - Repricing transaction | 1,365,251 | ||||
Weighted average exercise price per share - Repricing transaction | [1] | $ 1.10 | |||
Remaining term - Repricing transaction | 4 years | ||||
Outstanding and exercisable - New Warrants | 5,977,374 | ||||
Weighted average exercise price per share - New Warrants | $ 1.10 | ||||
Remaining term - New Warrants | 5 years | ||||
Remaining term - Exercised | 5 years | ||||
Outstanding and exercisable - Ending | 6,136,892 | 1,096,455 | 28,071 | ||
Weighted average exercise price per share - Ending | $ 3.15 | $ 30.50 | $ 220 | ||
Intrinsic value - Ending | |||||
[1]Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ |
SCHEDULE OF WARRANT ACTIVITY _2
SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Repriced exercise price | $ 1.10 |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 18 Months Ended | |||||||||||||||||
Sep. 20, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Aug. 21, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Jun. 27, 2023 | Nov. 30, 2022 | Jul. 12, 2022 | Jul. 08, 2022 | Feb. 11, 2022 | Feb. 10, 2022 | Feb. 03, 2022 | Aug. 30, 2023 | Jul. 31, 2023 | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 615,000 | 615,000 | 448,096 | 15,099 | ||||||||||||||||
Exercise prie of warrants | $ 4.37 | $ 4.37 | $ 0.25 | $ 27.50 | $ 129.6875 | $ 129.6875 | $ 0.25 | $ 0.25 | ||||||||||||
Proceeds from notes payable | $ 1,566,659 | |||||||||||||||||||
Sale of stock | $ 12,887,976.31 | |||||||||||||||||||
Number of shares issued | 24,129 | 71,499 | 20,372 | |||||||||||||||||
Warants converting into shares | 100 | |||||||||||||||||||
Sale of stock | 2,993,850.63 | |||||||||||||||||||
Share price | $ 4.37 | $ 4.37 | ||||||||||||||||||
Common stock exercise price | $ 1.10 | $ 1.10 | ||||||||||||||||||
Proceeds from Issuance of Warrants | $ 2,833,800 | |||||||||||||||||||
Issuance of common stock, shares held | 2,988,687 | |||||||||||||||||||
Value new issues | $ 2,902.38 | $ 312,452 | $ 9,038,456 | |||||||||||||||||
Weighted average exercise price per share | $ 1.10 | |||||||||||||||||||
Prefunded Warrants [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 370,000 | |||||||||||||||||||
Number of shares issued | 24,129 | 6,391 | 370,000 | |||||||||||||||||
Sale of stock description of transaction | On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | ||||||||||||||||||
Value new issues | $ 18,096.75 | $ 4,984.98 | $ 3,700 | |||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | ||||||||||||||||||
September 12 [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.99% | 9.99% | ||||||||||||||||||
Prefunded Warrants To Calvary [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 936,937 | 936,937 | ||||||||||||||||||
Warrant exercise price | $ 21.50 | $ 21.50 | ||||||||||||||||||
Warrant exercise price | 5 years | |||||||||||||||||||
Weighted average exercise price per share | $ 1.10 | |||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 686,499 | 686,499 | 936,937 | 2,988,687 | 2,988,687 | |||||||||||||||
Number of shares issued | 71,499 | |||||||||||||||||||
Warrant exercise price | $ 4.24 | $ 4.24 | $ 21.50 | $ 4.37 | ||||||||||||||||
Sale of stock | 71,499 | 20,372 | ||||||||||||||||||
Proceeds from Issuance of Warrants | $ 3,287,555.70 | |||||||||||||||||||
Issuance of common stock, shares held | 2,242,000 | |||||||||||||||||||
Sale of stock description of transaction | For the month of October 2022, the following transactions occurred: During the month of October 2022, Armistice Capital Master Fund Ltd. exercised 323,160 Prefunded Warrants. Along with several exercise notices and payments totaling $80,790.00, 323,160 shares of common stock were issued | For the month of September 2022, the following transactions occurred: During the month of September 2022, Armistice Capital Master Fund Ltd. exercised 107,318 Prefunded Warrants. Along with several exercise notices and payments totaling $26,829.60, 107,318 shares of common stock were issued | ||||||||||||||||||
Calvary Fund [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise prie of warrants | $ 129.6875 | |||||||||||||||||||
Conversion of warrants | 15,099 | |||||||||||||||||||
Private Investment In Public Equity [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 15,181 | |||||||||||||||||||
Exercise prie of warrants | $ 103.75 | |||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 5,977,374 | 5,977,374 | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 101,205 | |||||||||||||||||||
Exercise prie of warrants | $ 129.6875 | |||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Private Investment In Public Equity [Member] | Prefunded Warrants [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 448,096 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock repurchased shares | 101,205 | |||||||||||||||||||
Purchase of warrants | 686,499 | 686,499 | 936,937 | |||||||||||||||||
Exercise prie of warrants | $ 4.24 | $ 4.24 | $ 21.50 | |||||||||||||||||
Number of shares issued | 1,493,272 | 71,499 | 106,345 | |||||||||||||||||
Warants converting into shares | 10,068 | 448,096 | ||||||||||||||||||
Conversion of warrants | 7,443 | |||||||||||||||||||
Issuance of common stock, shares held | 2,988,687 | |||||||||||||||||||
Warrants issued and outstanding | 1,365,251 | 1,365,251 | 686,499 | 686,499 | ||||||||||||||||
Value new issues | $ 7 | $ 106 | ||||||||||||||||||
Common Stock [Member] | September 21 [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares issued | 356,687 | |||||||||||||||||||
Common Stock [Member] | September 12 [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Number of shares issued | 390,000 | |||||||||||||||||||
Common Stock [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Warrant exercise price | $ 4.37 | 27.75 | ||||||||||||||||||
Common Stock [Member] | Subscription Arrangement [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Equity method investment received | $ 10,500,000 | |||||||||||||||||||
Stock repurchased shares | 101,205 | |||||||||||||||||||
Stock price per share | $ 103.75 | |||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise prie of warrants | 27.75 | $ 27.50 | $ 27.50 | |||||||||||||||||
Prefunded Warrants [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Warants converting into shares | 448,096 | |||||||||||||||||||
Prefunded Warrants [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Warrant exercise price | $ 4.24 | $ 21.50 | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Purchase of warrants | 686,499 | 686,499 | ||||||||||||||||||
Exercise prie of warrants | $ 1.10 | $ 1.10 | ||||||||||||||||||
Number of shares issued | 746,687 | |||||||||||||||||||
Warrants issued and outstanding | 6,136,892 | 1,096,455 | 6,136,892 | |||||||||||||||||
Warrant [Member] | Offer Letter Agreement [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise prie of warrants | $ 4.24 | $ 4.37 | ||||||||||||||||||
Prefunded Common Stock Warrants [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Exercise prie of warrants | $ 0.01 | $ 0.25 | $ 0.01 | |||||||||||||||||
Number of shares issued | 615,000 | 492,902 | ||||||||||||||||||
Common stock exercise price | $ 1.10 | $ 1.10 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-use lease liability, long-term | $ 1,946,567 | $ 1,977,329 |
Right of Use Operating Lease Assets [Member] | ||
Right-of-use lease liability, long-term | 1,946,567 | 1,977,329 |
Other Current Liabilities [Member] | ||
Right-of-use lease liability, long-term | 1,039,081 | 992,496 |
Right of Use Operating Lease Liability [Member] | ||
Right-of-use lease liability, long-term | 907,486 | 984,833 |
Property, Plant and Equipment [Member] | ||
Right-of-use lease liability, long-term | ||
Current Portion of Long Term Debt [Member] | ||
Right-of-use lease liability, long-term | ||
Long-Term Debt [Member] | ||
Right-of-use lease liability, long-term |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases And Leased Premises | ||
Operating lease expense, net | $ 1,214,681 | $ 502,421 |
Amortization of assets | ||
Interest on lease liabilities | ||
Total finance lease expense |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases And Leased Premises | ||
Right-of-use assets acquired in exchange for operating lease obligations | $ 1,946,567 | $ 1,977,329 |
Operating cash flows from finance leases | ||
Operating cash flows from operating leases | $ 1,101,797 | $ 1,038,647 |
Operating leases, remaining lease term | 3 years | 3 years |
Finance leases, remaining lease term | 0 years | 0 years |
Operating leases, weighted average discount rate | 10% | 5% |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE (Details) | Dec. 31, 2023 USD ($) |
Leases And Leased Premises | |
Finance leases, 2024 | |
Operating lease, 2024 | 1,239,855 |
Finance leases, 2024 | |
Operating lease, 2024 | 407,861 |
Finance leases, 2024 | |
Operating lease, 2024 | 291,375 |
Finance leases, 2024 | |
Operating lease, 2024 | 258,282 |
Finance leases, 2024 | |
Operating lease, 2024 | 194,262 |
Finance leases, 2024 | |
Operating lease, 2024 | |
Finance leases, 2024 | |
Operating lease, 2024 | 2,391,634 |
Finance lease, less imputed interest | |
Operating lease, 2024 | (286,669) |
Finance leases, 2024 | |
Operating lease, 2024 | $ 2,104,965 |
LEASES AND LEASED PREMISES (Det
LEASES AND LEASED PREMISES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Rent expense | $ 1,214,000 | $ 502,000 |
Rental equipment expense for finance leases | 0 | 0 |
Operating lease right of use asset | 1,946,567 | 1,977,329 |
Operating lease liabilities | 2,104,965 | |
Rent expenses | 1,214,681 | $ 502,421 |
Accounting Standards Update 2016-02 [Member] | ||
Operating lease right of use asset | 0 | |
Operating lease liabilities | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 0 | $ 0 |
Line of credit | $ 1,456,929 |
OTHER INCOME _ EMPLOYEE RETEN_2
OTHER INCOME – EMPLOYEE RETENTION CREDIT (Details Narrative) - US Treasury and Government [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Received tax credit | $ 1,291,000 |
Refunds and credits for retaining | 178,000 |
Employee [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Refunds and credits for retaining | $ 1,113,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 09, 2024 | Apr. 01, 2024 | Mar. 27, 2024 | Mar. 22, 2024 | Mar. 21, 2024 | Mar. 13, 2024 | Jan. 01, 2024 | Dec. 29, 2023 | Sep. 08, 2023 | Jun. 27, 2023 | Apr. 14, 2023 | Mar. 21, 2023 | Jul. 12, 2022 | Nov. 03, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||||||||||||||
Sale of common stock, net, shares | 24,129 | 71,499 | 20,372 | ||||||||||||
Offering price | $ 27.75 | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Business Loan And Security Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of common stock, net, shares | 3,721 | ||||||||||||||
Interest rate | 40.50% | 41.40% | |||||||||||||
Periodic payment | $ 11,731 | $ 20,000 | |||||||||||||
Proceeds from debt | 500,000 | 1,000,000 | |||||||||||||
Loan net of fees | 10,000 | 20,000 | |||||||||||||
Repayment of secured debt | 610,000 | 1,280,000 | |||||||||||||
Debt instrument, default amount | $ 15,000 | $ 15,000 | |||||||||||||
Securities Purchase Agreement [Member] | Promissory Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ 235,750 | ||||||||||||||
Interest rate | 15% | ||||||||||||||
Interest expense | $ 35,362 | ||||||||||||||
Debt fee amount | 5,000 | ||||||||||||||
Proceeds from debt | $ 200,000 | ||||||||||||||
Loan payment description | Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (a total payback to the Lender of $271,112.00). | ||||||||||||||
Periodic payment | $ 162,667.20 | ||||||||||||||
Debt date of first required payment | Jun. 30, 2024 | ||||||||||||||
Repayment of debt | $ 271,112 | ||||||||||||||
Discount rate | 5% | ||||||||||||||
Default interest rate | 22% | ||||||||||||||
Conversion, interest rate | 25% | ||||||||||||||
Securities Purchase Agreement [Member] | Promissory Note [Member] | Subsequent Payments [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Periodic payment | $ 18,074.14 | ||||||||||||||
Subsequent Event [Member] | Business Loan And Security Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Interest rate | 22.80% | ||||||||||||||
Periodic payment | $ 26,000 | ||||||||||||||
Proceeds from debt | 1,300,000 | ||||||||||||||
Loan net of fees | 26,000 | ||||||||||||||
Repayments of debt | 769,228 | ||||||||||||||
Proceeds from secured debt | 504,772 | ||||||||||||||
Repayment of secured debt | 1,664,000 | ||||||||||||||
Debt instrument, default amount | $ 15,000 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Promissory Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ 235,750 | ||||||||||||||
Interest rate | 15% | ||||||||||||||
Interest expense | $ 35,362 | ||||||||||||||
Debt fee amount | 5,000 | ||||||||||||||
Proceeds from debt | $ 200,000 | ||||||||||||||
Loan payment description | Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (total repayment of $271,112 on or by December 31, 2023). the Company has the right to prepay the note within one hundred eighty days at a discount of 5%. Effective interest rate on this loan is 81.1% with 15 points paid up front as a fee. | ||||||||||||||
Periodic payment | $ 162,667.20 | ||||||||||||||
Debt date of first required payment | Jun. 30, 2024 | ||||||||||||||
Repayment of debt | $ 271,112 | ||||||||||||||
Discount rate | 5% | ||||||||||||||
Effective interest rate | 81.10% | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Promissory Note [Member] | Subsequent Payments [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Periodic payment | $ 18,074.14 | ||||||||||||||
Subsequent Event [Member] | Revenue Interest Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Revenue interest | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||
Other expense, operating | 10,000 | 10,000 | 10,000 | ||||||||||||
Subsequent Event [Member] | Revenue Interest Purchase Agreement [Member] | May 31, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | 140,000 | 140,000 | 140,000 | ||||||||||||
Subsequent Event [Member] | Revenue Interest Purchase Agreement [Member] | June 1, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | 154,000 | 154,000 | $ 154,000 | ||||||||||||
Subsequent Event [Member] | Existing Lender [Member] | New Loan Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Loans owned | $ 150,000 | ||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||
Repayment of loans | $ 75,000 | ||||||||||||||
Interest rate | 12% | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | Revenue Interest Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Revenue interest | 75,000 | ||||||||||||||
Other expense, operating | 7,500 | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | Revenue Interest Purchase Agreement [Member] | May 31, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | $ 105,000 | ||||||||||||||
Subsequent Event [Member] | Investor [Member] | Revenue Interest Purchase Agreement [Member] | June 1, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | 115,500 | ||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Revenue Interest Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Revenue interest | 300,000 | ||||||||||||||
Other expense, operating | 30,000 | ||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Revenue Interest Purchase Agreement [Member] | May 31, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | 420,000 | ||||||||||||||
Subsequent Event [Member] | Accredited Investor [Member] | Revenue Interest Purchase Agreement [Member] | June 1, 2024 [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for repurchase of equity | $ 462,000 | ||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Three Executive Officers [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Vesting shares | 16,250,000 | ||||||||||||||
Stock conversion amount | $ 4,500,000 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | IPO [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Offering price | $ 7.50 | ||||||||||||||
Proceeds from offering | $ 19,999,995 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | IPO [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of common stock, net, shares | 2,666,666 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | IPO [Member] | Minimum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Purchase price | $ 7.50 | ||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Investment | $ 300 |