Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
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 | 001-41723 | ||
Entity Registrant Name | BRANCHOUT FOOD INC. | ||
Entity Central Index Key | 0001962481 | ||
Entity Tax Identification Number | 87-3980472 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 205 SE Davis Ave. | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | Bend | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97702 | ||
City Area Code | (844) | ||
Local Phone Number | 263-6637 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BOF | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,598,284 | ||
Entity Common Stock, Shares Outstanding | 4,044,252 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | The Woodlands, TX |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 657,789 | $ 312,697 |
Accounts receivable | 635,549 | 78,236 |
Advances on inventory purchases | 29,500 | |
Inventory | 336,805 | 159,761 |
Other current assets | 48,100 | 497,779 |
Total current assets | 1,678,243 | 1,077,973 |
Restricted cash | 235,750 | |
Deferred offering costs | 543,664 | |
Property and equipment, net | 914,999 | 1,022,290 |
Right-of-use asset | 147,228 | |
Note receivable | 384,628 | 384,628 |
Total Assets | 3,125,098 | 3,264,305 |
Current liabilities: | ||
Accrued expenses | 165,244 | 688,722 |
Notes payable, current portion | 200,000 | 2,250,000 |
Revolving line of credit | 91,541 | |
Lease liability, current portion | 30,901 | |
Total current liabilities | 779,093 | 8,369,533 |
Notes payable, net of current portion | 34,500 | 34,500 |
Lease liability, net of current portion | 101,029 | |
Total Liabilities | 914,622 | 8,404,033 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value, 80,000,000 shares authorized; 4,044,252 and 1,200,769 shares issued and outstanding at December 31, 2023 and 2022, respectively | 4,044 | 1,201 |
Additional paid-in capital | 15,016,973 | 3,743,902 |
Accumulated deficit | (12,810,541) | (8,884,831) |
Total Stockholders’ Equity (Deficit) | 2,210,476 | (5,139,728) |
Total Liabilities and Stockholders’ Equity (Deficit) | 3,125,098 | 3,264,305 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 382,948 | 239,939 |
Convertible notes payable | 4,919,191 | |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 40,140 | |
Convertible notes payable | $ 140,000 |
Balance Sheets (Parenthetical)
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 | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 4,044,252 | 1,200,769 |
Common stock, shares outstanding | 4,044,252 | 1,200,769 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,825,855 | $ 752,178 |
Cost of goods sold | 2,922,085 | 922,728 |
Gross loss | (96,230) | (170,550) |
Operating expenses: | ||
General and administrative | 1,581,474 | 929,726 |
Salaries and wages | 1,129,858 | 628,637 |
Professional fees | 694,596 | 583,920 |
Depreciation expense | 93,253 | |
Total operating expenses | 3,405,928 | 2,235,536 |
Operating loss | (3,502,158) | (2,406,086) |
Other income (expense): | ||
Interest income | 11,719 | 13,627 |
Interest expense | (435,271) | (2,250,893) |
Total other income (expense) | (423,552) | (2,237,266) |
Net loss | $ (3,925,710) | $ (4,643,352) |
Weighted average common shares outstanding - basic | 2,726,330 | 1,200,157 |
Weighted average common shares outstanding - diluted | 2,726,330 | 1,200,157 |
Net loss per common share - basic | $ (1.44) | $ (3.87) |
Net loss per common share - diluted | $ (1.44) | $ (3.87) |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,192 | $ 2,618,455 | $ (4,241,479) | $ (1,621,832) | |
Balance, shares at Dec. 31, 2021 | 1,192,424 | ||||
Modification of derivatives | 630,685 | 630,685 | |||
Common stock warrants granted to note holders pursuant to debt financing | 14,050 | 14,050 | |||
Modification of warrants | 377,200 | 377,200 | |||
Common stock sold for cash | $ 3 | 9,997 | 10,000 | ||
Common stock issued for debt conversions, shares | 2,425 | ||||
Common stock issued for services | $ 6 | 24,414 | 24,420 | ||
Common stock issued for services, shares | 5,920 | ||||
Stock options issued for services | 69,101 | 69,101 | |||
Net loss | (4,643,352) | (4,643,352) | |||
Balance at Dec. 31, 2022 | $ 1,201 | 3,743,902 | (8,884,831) | (5,139,728) | |
Balance, shares at Dec. 31, 2022 | 1,200,769 | ||||
Common stock warrants granted to note holders pursuant to debt financing | 46,090 | 46,090 | |||
Common stock issued for services | $ 81 | 159,059 | 159,140 | ||
Common stock issued for services, shares | 81,312 | ||||
Stock options issued for services | 99,434 | 99,434 | |||
Net loss | (3,925,710) | (3,925,710) | |||
Common stock issued pursuant to initial public offering, net of offering costs | $ 1,190 | 4,940,856 | 4,942,046 | ||
Common stock issued pursuant to initial public offering, net of offering costs, shares | 1,190,000 | ||||
Common stock issued for debt conversions | $ 1,572 | 6,027,632 | 6,029,204 | ||
Common stock issued for debt conversions, shares | 1,572,171 | ||||
Balance at Dec. 31, 2023 | $ 4,044 | $ 15,016,973 | $ (12,810,541) | $ 2,210,476 | |
Balance, shares at Dec. 31, 2023 | 4,044,252 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (3,925,710) | $ (4,643,352) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 223,856 | 93,253 |
Amortization of debt discounts | 66,090 | 1,286,021 |
Impairment of assets | 761,085 | |
Common stock issued for services | 159,140 | 24,420 |
Options and warrants issued for services | 99,434 | 69,101 |
Amended warrants | 377,200 | |
Decrease (increase) in assets: | ||
Accounts receivable | (557,313) | 65,083 |
Advances on inventory purchases | (3,015) | 231,235 |
Inventory | (177,044) | 44,208 |
Other current assets | (278,891) | (438,244) |
Right-of-use asset | 21,092 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 143,009 | 12,894 |
Accounts payable, related parties | (40,140) | 20,115 |
Accrued expenses | (20,965) | 390,385 |
Net cash used in operating activities | (3,529,372) | (2,467,681) |
Cash flows from investing activities | ||
Payments received on notes receivable | 22,714 | |
Purchase of property and equipment | (116,565) | (45,150) |
Net cash used in investing activities | (116,565) | (22,436) |
Cash flows from financing activities | ||
Payment of deferred offering costs | (740,290) | (351,382) |
Proceeds received on convertible notes payable, related parties | 25,000 | |
Proceeds received on convertible notes payable, unrelated parties | 442,500 | 2,694,100 |
Repayments on convertible notes payable | (20,000) | |
Proceeds received on notes payable | 350,000 | |
Repayment of notes payable | (2,420,000) | (85,445) |
Proceeds received on revolving line of credit | 239,241 | |
Repayments on revolving line of credit | (91,541) | (304,032) |
Principal payments on finance lease | (36,390) | |
Proceeds from sale of common stock | 6,226,000 | 10,000 |
Net cash provided by financing activities | 3,755,279 | 2,182,482 |
Net increase in cash | 109,342 | (307,635) |
Cash and restricted cash - beginning of period | 548,447 | 856,082 |
Cash - ending of period | 657,789 | 548,447 |
Supplemental disclosures: | ||
Interest paid | 466,337 | 246,661 |
Income taxes paid | ||
Non-cash investing and financing transactions: | ||
Value of warrants issued as a debt discount | 46,090 | 14,050 |
Value of shares issued on debt conversions | 6,029,204 | |
Initial recognition of right-of-use assets and lease liabilities | 168,320 | |
Modification of derivative liabilities | $ 630,685 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 – Nature of Business Nature of Business BranchOut Food Inc. (“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated as Avochips Inc. in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2, 2017. On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation. The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured for it by two contract manufacturers, one based in Chile and the other in Peru, where BranchOut’s continuous through-put dehydration machine is located. Our manufacturers produce products for us using a new proprietary dehydration technology licensed by the Company. The Company’s customers are primarily located throughout the United States. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2 – Basis of Presentation Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the U.S. Securities and Exchange Commission (“SEC”). All references to GAAP are in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and the GAAP hierarchy. When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 from those estimates. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Initial Public Offering In June 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 1,190,000 6.00 Alexander Capital, L.P. (the “Underwriter”) 6,226,000 6,029,204 5,526,691 502,513 1,572,171 179,687 165,000 14,687 43,562 Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 7.20 Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets. Deferred offering costs of $ 1,283,954 543,664 Reverse Stock Split On June 15, 2023, the Company effected a 2.5-for-1 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Going Concern As shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 12,810,541 899,150 The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting ASC 280, Segment Reporting Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. 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. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 407,789 62,697 Accounts Receivable Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no Inventory The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. The Company’s contract manufacturer in Peru uses equipment purchased by the Company in its manufacturing process. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, at December 31, 2023 and 2022, consisted of the following: Schedule of Inventory 2023 2022 December 31, 2023 2022 Raw materials $ 13,734 $ 10,824 Finished goods 323,071 148,937 Total inventory $ 336,805 $ 159,761 The Company had prepaid inventory advances on product in the amount of $ 29,500 70 30 Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: SCHEDULE OF ESTIMATED USEFUL LIVES Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. Depreciation expense was $ 223,856 93,253 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks. License Agreement In 2021, the Company entered into a license agreement to license the rights to certain production equipment developed and manufactured by another company through the purchase of that company’s equipment. The license is not discernable from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay as disclosed in Note 17, below. Derivatives The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Revenue 2023 2022 December 31, 2023 2022 Gross revenue $ 3,184,018 $ 888,893 Less: slotting, discounts, and allowances 358,163 136,715 Net revenue $ 2,825,855 $ 752,178 Cost of Goods Sold Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 162,048 199,287 Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company issued stock-based compensation in the amount of $ 258,574 93,521 Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2023 and 2022, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Uncertain Tax Positions In accordance with ASC 740, Income Taxes Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited, and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions Accounts Payable As of December 31, 2022, the Company owed Chase Innovations, Inc., a company owned by owned by our then Chief Financial Officer 40,140 Convertible Notes Payable As disclosed in Note 12, below, on January 5, 2023, the Company sold an unsecured convertible promissory note to the Chief Executive Officer’s parents, Mr. Tom and Mrs. Carol Healy, bearing interest at 8 25,000 4.125 25,000 800 6,255 As disclosed in Note 12, below, the Company’s then Chief Financial Officer, Douglas Durst, held an unsecured convertible promissory note in the face amount of $ 90,000 4.125 90,000 6,362 23,361 As disclosed in Note 12, below, the Company’s then Chief Financial Officer, Chris Coulter, held an unsecured convertible promissory note in the face amount of $ 50,000 4.125 50,000 7,525 13,946 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Common Stock Sales On January 10, 2022, the Company sold 1,213 4.125 5,000 Common Stock Issued for Services On October 26, 2023, the Company issued 12,500 19,000 the closing traded price of the common stock on the date of grant Common Stock Options Issued for Services On August 8, 2023, the Company granted options to purchase 30,000 6.00 10 39 0.1644 4,932 1,952 2,980 On August 8, 2023, the Company granted options to purchase 30,000 2.51 10 39 0.7885 23,655 9,364 14,291 On January 1, 2022, the Company awarded options to purchase 57,600 4.125 ten 29 1.1531 66,419 23,619 44,280 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, 2023 and 2022: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 657,789 $ - $ - Right-of-use-asset - - 147,228 Notes receivable - 384,628 - Total assets 657,789 384,628 147,228 Liabilities Notes payable - 235,000 - Lease liability - - 131,930 Total liabilities - 235,000 131,930 Total assets and liabilities $ 657,789 $ 149,628 $ 15,298 Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 312,697 $ - $ - Cash, restricted 235,750 - - Notes receivable - 384,628 - Total assets 548,447 384,628 - Liabilities Convertible notes payable, related parties - - 140,000 Convertible notes payable - - 4,919,191 Notes payable - 2,284,000 - Revolving line of credit - 91,541 - Total liabilities - 2,376,041 5,059,191 Total assets and liabilities $ 548,447 $ (1,991,413 ) $ (5,059,191 ) There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2023 and 2022. |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Major Customers and Accounts Receivable | Note 6 – Major Customers and Accounts Receivable The Company had certain customers whose revenue individually represented 10 10 For the years ended December 31, 2023 and 2022, two customers accounted for 90 70 77 13 11 59 On December 31, 2023, Wal-Mart Stores accounted for 57 28 58 18 16 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 7 – Other Current Assets Other current assets at December 31, 2023 and 2022, consisted of the following: Schedule of Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid insurance costs $ 2,403 $ 959 Prepaid advertising and trade show fees 20,106 19,485 Prepaid professional & license fees 6,056 12,617 Refunds receivable - 1,594 Interest receivable 19,535 7,996 Advances to co-manufacturer, NXTDried (1) - 455,128 Total other current assets $ 48,100 $ 497,779 (1) The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company. 10,665 485,265 761,085 485,265 243,305 32,515 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Restricted Cash | Note 8 – Restricted Cash On May 7, 2021, the Company entered into a secured loan agreement (“Loan Agreement”) with EnWave Corporation (“EnWave”) that was partially collateralized with a cash pledge in the amount of $ 125,000 235,750 2,082 The following table provides a reconciliation of cash and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows: Summary of Reconciliation of Cash and Restricted Cash 2023 2022 December 31, 2023 2022 Cash $ 657,789 $ 312,697 Restricted cash - 235,750 Total cash and restricted cash shown in the statement of cash flows $ 657,789 $ 548,447 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 9 – Property and Equipment Property and equipment at December 31, 2023 and 2022, consisted of the following: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Equipment and machinery $ 1,233,334 $ 1,116,769 Less: Accumulated depreciation (318,335 ) (94,479 ) Total property and equipment, net $ 914,999 $ 1,022,290 Depreciation of property and equipment was $ 223,856 93,253 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Note 10 – Notes Receivable Nanuva Note Receivable On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $ 500,000 3 May 31, 2027 33,100 22,714 10,386 131,594 115,372 16,222 15,000 404,163 384,628 19,535 392,625 384,628 7,997 Summary of Nanuva’s Exclusive Distributor in Territories Product Exclusivity Minimum Volume Avocado Powder Worldwide (except Chile) 1,000 Banana Chips Worldwide (except Chile) 1,000 Avocado Snacks North America (Canada and USA) 1,000 Avocado Chips Worldwide 1,000 Other Powders No Exclusivity - 0 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 11 – Accrued Expenses Accrued expenses consist of the following: Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued payroll and taxes $ 43,376 $ 40,089 Accrued interest 2,577 602,246 Accrued chargebacks 119,291 46,387 Total accrued expenses $ 165,244 $ 688,722 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Convertible Notes Payable, Rela
Convertible Notes Payable, Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Related Parties | |
Convertible Notes Payable, Related Parties | Note 12 – Convertible Notes Payable, Related Parties Convertible notes payable, related parties consisted of the following at December 31, 2023 and 2022, respectively: Schedule of Convertible Notes Payable, Related Parties December 31, December 31, 2023 2022 On January 5, 2023, the Company sold an unsecured convertible promissory note for $ 25,000 8 10,000,000 4.125 10,000,000 5,000,000 18 25,000 800 6,255 $ - $ - On December 31, 2021, the Company sold an unsecured convertible promissory note (“CFO Note”) to the Company’s then Chief Financial Officer, Douglas Durst, in the face amount of $ 90,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 90,000 6,362 23,361 - 90,000 On May 28, 2020, the Company sold an unsecured convertible promissory note (“Coulter Note”) to the Company’s Chief Financial Officer, Chris Coulter, in the face amount of $ 50,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 50,000 7,525 13,946 - 50,000 Convertible notes payable, related parties $ - $ 140,000 In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $ 19,054 19,961 19,004 The Company recorded interest expense pursuant to the stated interest rates on the Convertible Notes, Related Parties in the amount of $ 3,696 6,999 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Convertible Notes Payable, Unre
Convertible Notes Payable, Unrelated Parties | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Unrelated Parties | |
Convertible Notes Payable, Unrelated Parties | Note 13 – Convertible Notes Payable, Unrelated Parties Convertible notes payable, unrelated parties, consists of the following at December 31, 2023 and 2022, respectively: Schedule of Convertible Notes Payable, Unrelated Parties December 31, December 31, 2023 2022 On various origination dates between January 5, 2023 and March 27, 2023, the Company sold a total of ten (10) individual unsecured convertible promissory notes (“First Quarter of 2023 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 442,500 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 5,000,000 18 442,500 9,801 109,655 $ - $ - On various origination dates between October 28, 2022 and December 13, 2022, the Company sold a total of sixteen (16) individual unsecured convertible promissory notes (“2022 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 645,600 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 5,000,000 18 645,600 27,925 163,284 - 645,600 On June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 200,000 five 8,485 6.50 186,000 8 18 10,000,000 4.125 November 30, 2022 35 0.2679 8,485 186,000 14,000 5,000,000 200,000 15,737 52,300 - 200,000 On May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 1,250,000 five 45,833 6.50 1,162,500 8 18 10,000,000 4.125 November 30, 2022 34 0.2570 45,833 1,162,500 87,500 5,000,000 1,250,000 99,726 327,207 - 1,250,000 On various origination dates between February 15, 2022 and February 25, 2022, the Company sold two (2) individual unsecured convertible promissory notes (“First Convertible Eagle Vision Notes”) with a face value of $ 350,000 5 18 10,000,000 4.125 November 30, 2022 5,000,000 700,000 44,590 180,508 - 700,000 On various origination dates between March 1, 2018 and December 31, 2021, the Company sold a total of fifty-two (52) individual unsecured convertible promissory notes (“Convertible Notes”) with substantially the same terms, for total proceeds of $ 2,143,591 5 1,000,000 7,000,000 5,000,000 2.05 4.125 355,000 2.05 1,788,591 4.125 20,000 3,586 5,000,000 2,123,591 290,047 695,655 - 2,123,591 Total convertible notes payable, unrelated parties $ - $ 4,919,191 In accordance with ASC 470, the Company recorded total discounts of $ 1,604,537 1,028,509 The Company recorded interest expense pursuant to the Convertible Notes, Unrelated Parties in the amount of $ 138,316 327,353 138,316 211,803 0 115,550 14,050 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 14 – Notes Payable On June 12, 2023, the Company accepted subscriptions for $ 170,000 15 10 5 18 2,000,000 150,000 25,500 In addition to the Subordinated Notes, each investor received a warrant to purchase shares of our common stock at $ 6.00 ten years 30,000 46,090 46,090 On March 15, 2023, the Company completed the sale of a Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note bears interest at 18 1.5 On May 7, 2021, the Company accepted subscriptions for $ 1,000,000 15 10 5 18 2,000,000 1,000,000 890,000 110,000 162,413 In addition to the Subordinated Notes issued in the May 2021 Bridge Financing, each investor received a warrant to purchase shares of our common stock at $ 7.10 ten years 154,243 15,382 176,228 110,000 66,228 70,580 26,525 162,413 1,000,000 168,151 149,592 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS On December 8, 2020, the Company accepted subscriptions for $ 1,250,000 15 10 5 18 2,000,000 1,115,000 135,000 235,442 The Senior Secured Notes were a general secured obligation of the Company, senior in all respects to the liens, terms, covenants, and conditions of all existing debt of the Company, except for our loans from Small Business Administration. In addition to the Senior Secured Notes, each investor received a warrant to purchase shares of our common stock at $ 2.60 179,396 47,811 1,250,000 180,196 135,000 45,196 52,377 13,136 On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 34,500 3.75 169 34,500 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Notes payable consists of the following as of December 31, 2023 and 2022: Schedule of Notes Payable 2023 2022 December 31, 2023 2022 Total notes payable $ 234,500 $ 2,284,500 Less: unamortized debt discounts - - Notes payable $ 234,500 $ 2,284,500 Less: current maturities 200,000 2,250,000 Notes payable, less current maturities $ 34,500 $ 34,500 The Company recognized $ 260,520 846,536 214,430 46,090 346,378 500,158 39,661 377,200 |
Revolving Line of Credit; Inter
Revolving Line of Credit; Interest Expense; Maturities | 12 Months Ended |
Dec. 31, 2023 | |
Revolving Line Of Credit Interest Expense Maturities | |
Revolving Line of Credit; Interest Expense; Maturities | Note 15 – Revolving Line of Credit; Interest Expense; Maturities On October 1, 2021, the Company entered into a Growth Line of Credit Agreement (“LOC”) with Ampla LLC, formerly known as Gourmet Growth (“Gourmet Growth”), which allows us to draw funds from time to time, up to an aggregate principal amount of $ 400,000 15 2 42,750 91,541 The Company recorded interest expense pursuant to the stated interest rates on the LOC in the amount of $ 8,251 19,886 The Company recognized interest expense as follows for the years ended December 31, 2023, and 2022, respectively: Schedule of Recognized Interest Expense 2023 2022 December 31, 2023 2022 Interest on convertible notes payable, related parties $ 3,696 $ 6,999 Interest on convertible notes payable 138,316 211,803 Interest on notes payable 214,430 346,378 Amortization of debt discounts, convertible notes payable - 101,500 Amortization of debt discounts, warrants, convertible notes payable - 14,050 Amortization of debt discounts, notes payable 20,000 83,297 Amended warrants - 377,200 Amortization of debt discounts, warrants, notes payable 46,090 39,661 Amortization of debt discounts on convertible notes payable, related parties, derivatives - 19,004 Amortization of debt discounts on convertible notes payable, derivatives - 1,028,509 Amortization of debt discounts - 1,028,509 Interest on revolving line of credit 8,251 19,886 Finance charge on letter of credit 2,082 - Interest on credit cards 2,406 2,606 Total interest expense $ 435,271 $ 2,250,893 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS The aggregate amounts of maturities of notes payable during each of the five years following the balance sheet date and thereafter, including amounts due within one year and classified as current, are as follows: Schedule of Maturities of Notes Payable December 31, EIDL Hinman Total Fiscal Year Ending Note Payable Maturities December 31, EIDL Hinman Total 2024 $ - $ 200,000 $ 200,000 2025 - - - 2026 - - - 2027 83 - 83 2028 and thereafter 34,417 - 34,417 Total notes payable gross $ 34,500 $ 200,000 $ 234,500 Less effects of discounting - - - Total notes payable $ 34,500 $ 200,000 $ 234,500 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 16 – Leases The Company has financed production equipment with an acquisition cost of approximately $ 168,141 1.00 August 31, 2027 3,657 The components of lease expense were as follows: Schedule of Components of Lease Expenses 2023 2022 For the Years Ended December 31, 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 21,092 $ - Interest on lease liability 10,947 - Total finance lease cost $ 32,039 $ - Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases December 31, December 31, 2023 2022 Finance lease: Finance lease assets $ 147,228 $ - Current portion of finance lease liability $ 30,901 - Noncurrent finance lease liability 101,029 - Total finance lease liability $ 131,930 $ - Weighted average remaining lease term: Finance lease 3.35 Weighted average discount rate: Finance lease 11.00 % BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Supplemental cash flow and other information related to finance leases was as follows: Schedule of Supplemental Cash and Other Information Related to Finance Leases 2023 2022 For the Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Finance cash flows used for finance leases $ 36,390 $ - Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities $ 168,320 $ - The future minimum lease payments due under finance leases as of December 31, 2023 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 $ 43,886 2025 43,886 2026 43,886 2027 and thereafter 29,258 Total $ 160,916 Less effects of discounting 28,986 Lease liability recognized $ 131,930 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – Commitments and Contingencies Legal Matters From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. Finance Lease The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 Other Contractual Commitments On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026. See Note 7 above regarding amounts owed to us by NXTDried Superfoods SAC. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products. In order to maintain the exclusivity, the Company agreed to annual royalty minimum payments as follows: Schedule of Maturity of Annual Royalty Exclusivity Year Retention Royalty 2024 $ 100,000 2025 250,000 2026 250,000 2027 250,000 Total * $ 850,000 * The unrecognized commitment thereafter is $ 250,000 In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay up-to four non-refundable deposits for the Second EnWave Machine in the amount of fifty thousand dollars ($ 50,000 ) each on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 (the “Interim Deposits”). The Company paid the first two non-refundable deposits of $ 50,000 on September 27, 2023 and December 31, 2023. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement. The Company is also required to enter into an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The License Agreement is effective as long as EnWave possesses its EnWave technology. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Note 18 – Stockholders’ Equity (Deficit) Preferred Stock The Company has authorized 20,000,000 0.001 Common Stock The Company has authorized 8,000,000 0.001 4,044,252 Each holder of common stock is entitled to one vote for each share of common stock held Initial Public Offering In June 2023, the Company completed its initial public offering IPO in which it issued and sold 1,190,000 6.00 Alexander Capital, L.P. (the “Underwriter”) 6,226,000 Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 7.20 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets. Deferred offering costs of $ 1,283,954 543,664 Common Stock Sales, Related Party for the Year Ended December 31, 2022 On January 10, 2022, the Company sold 3,031 1.65 5,000 Common Stock Sales for the Year Ended December 31, 2022 On January 7, 2022, the Company sold 1,213 4.125 5,000 Common Stock Issued for Services for the Year Ended December 31, 2023 On November 1, 2023, the Company issued 24,478 40,389 the closing traded price of the common stock on the date of grant On October 26, 2023, the Company issued 12,500 19,000 the closing traded price of the common stock on the date of grant On August 17, 2023, the Company issued 44,334 99,751 the closing traded price of the common stock on the date of grant Common Stock Issued for Services for the Year Ended December 31, 2022 On April 30, 2022, the Company awarded 1,000 4,125 On January 17, 2022, the Company awarded 4,920 20,295 Debt Conversions In connection with the IPO, a total of $ 6,029,204 5,526,691 502,513 1,572,171 179,687 165,000 14,687 43,562 |
Common Stock Options
Common Stock Options | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Options | |
Common Stock Options | Note 19 – Common Stock Options Stock Incentive Plan Our board of directors and shareholders adopted our 2022 Omnibus Equity Incentive Plan on January 1, 2022 (the “2022 Plan”). Our 2022 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 169,304 3.47 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Common Stock Options Issued for Services On October 24, 2023, the Company granted options to purchase an aggregate 42,500 1.60 10 one 93 0.7118 30,253 5,672 24,581 On August 8, 2023, the Company granted options to purchase an aggregate 30,000 6.00 10 one 39 0.1644 4,932 1,952 2,980 On August 8, 2023, the Company granted options to purchase an aggregate 30,000 2.51 10 39 0.7885 23,655 9,364 14,291 On February 28, 2023, the Company awarded fully vested options to purchase 16,000 4.125 ten 50 2.0249 32,399 On September 19, 2022, the Company awarded options to purchase 10,004 4.125 ten 39 1.715 17,155 4,288 1,201 11,666 On January 2, 2022, the Company awarded options to purchase 40,800 4.125 ten 29 1.1578 47,239 23,619 23,620 On January 1, 2022, the Company awarded options to purchase 57,600 4.125 ten 29 1.1531 66,419 23,619 44,280 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS The following is a summary of information about the Stock Options outstanding at December 31, 2023. Schedule of Underlying Stock Options Outstanding Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $ 1.60 6.00 169,304 7.4 $ 3.47 79,926 $ 4.59 The following is a summary of activity of outstanding stock options: Schedule of Stock Options Outstanding Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2021 - $ - Options granted 108,404 4.125 Balance, December 31, 2022 108,404 4.125 Options granted 118,500 3.194 Options canceled (57,600 ) (4.125 ) Balance, December 31, 2023 169,304 $ 3.639 Exercisable, December 31, 2023 79,926 $ 4.594 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | Note 20 – Common Stock Warrants Warrants to purchase a total of 477,251 6.83 6.65 Warrants Issued Pursuant to Debt Offering On July 1, 2023 , 30,000 6.00 170,000 54 3.8171 114,513 46,090 Underwriters’ Warrants Issued Pursuant to IPO In June 21, 2023, the Company issued warrants to purchase 82,110 7.20 54 1.7981 147,639 Amendment to Common Stock Warrants for the Year Ended December 31, 2022 On March 7, 2022, the Company amended outstanding warrants previously issued pursuant to the sale of convertible debt securities. The warrant terms immediately prior to the amendments consisted of the option to purchase an aggregate 16.5 2,250,000 343,413 6.77 7.12 377,200 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS Warrants to Purchase Common Stock Issued as Promissory Note Commitments for the Year Ended December 31, 2022 The Company paid a commitment fee in connection with the issuance of the Fluffco Convertible Note on June 6, 2022, consisting of warrants to purchase 3,394 7.50 five 35 0.6697 2,273 2,273 The Company paid a commitment fee in connection with the issuance of the Foss Convertible Note on May 26, 2022, consisting of warrants to purchase 18,334 7.50 34 0.6424 11,777 11,777 The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2023. Schedule of Warrants to Purchase Common Stock Outstanding Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 6.00 7.50 477,251 6.65 $ 6.83 477,251 $ 6.83 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Schedule of Weighted-Average Assumptions Used for Grants Under the Fixed Option Plan December 31, December 31, 2023 2022 Average risk-free interest rates 4.04 % 2.68 % Average expected life (in years) 6.34 5.00 Volatility 54.4 % 34.5 % The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $ 6.88 6.81 The following is a summary of activity of outstanding common stock warrants, as retrospectively presented pursuant to the amendment on March 7, 2022: Schedule of Outstanding Common Stock Warrants Weighted Average Number Exercise of Shares Prices Balance, December 31, 2021 343,413 $ 6.77 Warrants granted 21,728 7.50 Balance, December 31, 2022 365,141 6.81 Warrants granted 112,110 6.88 Balance, December 31, 2023 477,251 $ 6.83 Exercisable, December 31, 2023 477,251 $ 6.83 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 21 – Income Taxes The Company incurred a net operating loss for the period from November 19, 2021 (the effective date of the conversion from a limited liability company to a corporation) through December 31, 2023 and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2023, the Company had approximately $ 8,000,000 The provision (benefit) for income taxes for the period from November 19, 2021 (the effective date of the conversion from a limited liability company to a corporation) through December 31, 2023 were assuming a 21 The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Asset December 31, December 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 1,680,000 $ 932,400 Net deferred tax assets before valuation allowance $ 1,680,000 $ 932,400 Less: Valuation allowance (1,680,000 ) (932,400 ) Net deferred tax assets $ - $ - The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2023. In accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date hereof, which these financial statements were issued. No events occurred of a material nature that would have required adjustments to or disclosure in these financial statements except as follows: Debt Financing On January 10, 2024, the Company completed the sale of $ 400,000 100,000 Pursuant to the Subscription Agreement, Eagle Vision was paid a cash fee in the amount of $ 40,000 The Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15 Each Warrant is exercisable for a ten 2.00 Pursuant to the Subscription Agreement, the proceeds received by the Company from the sale of the Notes and Warrants were used to repay outstanding indebtedness owed by the Company to John Hinman in the principal amount of $ 200,000 Common Stock Options Issued for Services On February 22, 2024, the Company granted options to purchase an aggregate 315,000 1.92 10 140,000 75,000 41 0.8581 270,296 On February 22, 2024, the Company also granted options to purchase an aggregate 79,166 1.92 10 41 1.1407 90,306 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting ASC 280, Segment Reporting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements and Disclosures ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. 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. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 407,789 62,697 |
Accounts Receivable | Accounts Receivable Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no |
Inventory | Inventory The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. The Company’s contract manufacturer in Peru uses equipment purchased by the Company in its manufacturing process. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, at December 31, 2023 and 2022, consisted of the following: Schedule of Inventory 2023 2022 December 31, 2023 2022 Raw materials $ 13,734 $ 10,824 Finished goods 323,071 148,937 Total inventory $ 336,805 $ 159,761 The Company had prepaid inventory advances on product in the amount of $ 29,500 70 30 |
Property and Equipment | Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: SCHEDULE OF ESTIMATED USEFUL LIVES Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. Depreciation expense was $ 223,856 93,253 BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks. |
License Agreement | License Agreement In 2021, the Company entered into a license agreement to license the rights to certain production equipment developed and manufactured by another company through the purchase of that company’s equipment. The license is not discernable from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay as disclosed in Note 17, below. |
Derivatives | Derivatives The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Revenue 2023 2022 December 31, 2023 2022 Gross revenue $ 3,184,018 $ 888,893 Less: slotting, discounts, and allowances 358,163 136,715 Net revenue $ 2,825,855 $ 752,178 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 162,048 199,287 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company issued stock-based compensation in the amount of $ 258,574 93,521 |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2023 and 2022, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. BRANCHOUT FOOD INC. NOTES TO FINANCIAL STATEMENTS |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740, Income Taxes Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited, and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Schedule of Inventory 2023 2022 December 31, 2023 2022 Raw materials $ 13,734 $ 10,824 Finished goods 323,071 148,937 Total inventory $ 336,805 $ 159,761 |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 |
Schedule of Revenue | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Revenue 2023 2022 December 31, 2023 2022 Gross revenue $ 3,184,018 $ 888,893 Less: slotting, discounts, and allowances 358,163 136,715 Net revenue $ 2,825,855 $ 752,178 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, 2023 and 2022: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 657,789 $ - $ - Right-of-use-asset - - 147,228 Notes receivable - 384,628 - Total assets 657,789 384,628 147,228 Liabilities Notes payable - 235,000 - Lease liability - - 131,930 Total liabilities - 235,000 131,930 Total assets and liabilities $ 657,789 $ 149,628 $ 15,298 Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 312,697 $ - $ - Cash, restricted 235,750 - - Notes receivable - 384,628 - Total assets 548,447 384,628 - Liabilities Convertible notes payable, related parties - - 140,000 Convertible notes payable - - 4,919,191 Notes payable - 2,284,000 - Revolving line of credit - 91,541 - Total liabilities - 2,376,041 5,059,191 Total assets and liabilities $ 548,447 $ (1,991,413 ) $ (5,059,191 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets at December 31, 2023 and 2022, consisted of the following: Schedule of Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid insurance costs $ 2,403 $ 959 Prepaid advertising and trade show fees 20,106 19,485 Prepaid professional & license fees 6,056 12,617 Refunds receivable - 1,594 Interest receivable 19,535 7,996 Advances to co-manufacturer, NXTDried (1) - 455,128 Total other current assets $ 48,100 $ 497,779 (1) The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company. 10,665 485,265 761,085 485,265 243,305 32,515 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows: Summary of Reconciliation of Cash and Restricted Cash 2023 2022 December 31, 2023 2022 Cash $ 657,789 $ 312,697 Restricted cash - 235,750 Total cash and restricted cash shown in the statement of cash flows $ 657,789 $ 548,447 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at December 31, 2023 and 2022, consisted of the following: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Equipment and machinery $ 1,233,334 $ 1,116,769 Less: Accumulated depreciation (318,335 ) (94,479 ) Total property and equipment, net $ 914,999 $ 1,022,290 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Nanuva’s Exclusive Distributor in Territories | Summary of Nanuva’s Exclusive Distributor in Territories Product Exclusivity Minimum Volume Avocado Powder Worldwide (except Chile) 1,000 Banana Chips Worldwide (except Chile) 1,000 Avocado Snacks North America (Canada and USA) 1,000 Avocado Chips Worldwide 1,000 Other Powders No Exclusivity - 0 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued payroll and taxes $ 43,376 $ 40,089 Accrued interest 2,577 602,246 Accrued chargebacks 119,291 46,387 Total accrued expenses $ 165,244 $ 688,722 |
Convertible Notes Payable, Re_2
Convertible Notes Payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Related Parties | |
Schedule of Convertible Notes Payable, Related Parties | Convertible notes payable, related parties consisted of the following at December 31, 2023 and 2022, respectively: Schedule of Convertible Notes Payable, Related Parties December 31, December 31, 2023 2022 On January 5, 2023, the Company sold an unsecured convertible promissory note for $ 25,000 8 10,000,000 4.125 10,000,000 5,000,000 18 25,000 800 6,255 $ - $ - On December 31, 2021, the Company sold an unsecured convertible promissory note (“CFO Note”) to the Company’s then Chief Financial Officer, Douglas Durst, in the face amount of $ 90,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 90,000 6,362 23,361 - 90,000 On May 28, 2020, the Company sold an unsecured convertible promissory note (“Coulter Note”) to the Company’s Chief Financial Officer, Chris Coulter, in the face amount of $ 50,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 50,000 7,525 13,946 - 50,000 Convertible notes payable, related parties $ - $ 140,000 |
Convertible Notes Payable, Un_2
Convertible Notes Payable, Unrelated Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable Unrelated Parties | |
Schedule of Convertible Notes Payable, Unrelated Parties | Convertible notes payable, unrelated parties, consists of the following at December 31, 2023 and 2022, respectively: Schedule of Convertible Notes Payable, Unrelated Parties December 31, December 31, 2023 2022 On various origination dates between January 5, 2023 and March 27, 2023, the Company sold a total of ten (10) individual unsecured convertible promissory notes (“First Quarter of 2023 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 442,500 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 5,000,000 18 442,500 9,801 109,655 $ - $ - On various origination dates between October 28, 2022 and December 13, 2022, the Company sold a total of sixteen (16) individual unsecured convertible promissory notes (“2022 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 645,600 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). 5,000,000 18 645,600 27,925 163,284 - 645,600 On June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 200,000 five 8,485 6.50 186,000 8 18 10,000,000 4.125 November 30, 2022 35 0.2679 8,485 186,000 14,000 5,000,000 200,000 15,737 52,300 - 200,000 On May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 1,250,000 five 45,833 6.50 1,162,500 8 18 10,000,000 4.125 November 30, 2022 34 0.2570 45,833 1,162,500 87,500 5,000,000 1,250,000 99,726 327,207 - 1,250,000 On various origination dates between February 15, 2022 and February 25, 2022, the Company sold two (2) individual unsecured convertible promissory notes (“First Convertible Eagle Vision Notes”) with a face value of $ 350,000 5 18 10,000,000 4.125 November 30, 2022 5,000,000 700,000 44,590 180,508 - 700,000 On various origination dates between March 1, 2018 and December 31, 2021, the Company sold a total of fifty-two (52) individual unsecured convertible promissory notes (“Convertible Notes”) with substantially the same terms, for total proceeds of $ 2,143,591 5 1,000,000 7,000,000 5,000,000 2.05 4.125 355,000 2.05 1,788,591 4.125 20,000 3,586 5,000,000 2,123,591 290,047 695,655 - 2,123,591 Total convertible notes payable, unrelated parties $ - $ 4,919,191 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following as of December 31, 2023 and 2022: Schedule of Notes Payable 2023 2022 December 31, 2023 2022 Total notes payable $ 234,500 $ 2,284,500 Less: unamortized debt discounts - - Notes payable $ 234,500 $ 2,284,500 Less: current maturities 200,000 2,250,000 Notes payable, less current maturities $ 34,500 $ 34,500 |
Revolving Line of Credit; Int_2
Revolving Line of Credit; Interest Expense; Maturities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revolving Line Of Credit Interest Expense Maturities | |
Schedule of Recognized Interest Expense | The Company recognized interest expense as follows for the years ended December 31, 2023, and 2022, respectively: Schedule of Recognized Interest Expense 2023 2022 December 31, 2023 2022 Interest on convertible notes payable, related parties $ 3,696 $ 6,999 Interest on convertible notes payable 138,316 211,803 Interest on notes payable 214,430 346,378 Amortization of debt discounts, convertible notes payable - 101,500 Amortization of debt discounts, warrants, convertible notes payable - 14,050 Amortization of debt discounts, notes payable 20,000 83,297 Amended warrants - 377,200 Amortization of debt discounts, warrants, notes payable 46,090 39,661 Amortization of debt discounts on convertible notes payable, related parties, derivatives - 19,004 Amortization of debt discounts on convertible notes payable, derivatives - 1,028,509 Amortization of debt discounts - 1,028,509 Interest on revolving line of credit 8,251 19,886 Finance charge on letter of credit 2,082 - Interest on credit cards 2,406 2,606 Total interest expense $ 435,271 $ 2,250,893 |
Schedule of Maturities of Notes Payable | The aggregate amounts of maturities of notes payable during each of the five years following the balance sheet date and thereafter, including amounts due within one year and classified as current, are as follows: Schedule of Maturities of Notes Payable December 31, EIDL Hinman Total Fiscal Year Ending Note Payable Maturities December 31, EIDL Hinman Total 2024 $ - $ 200,000 $ 200,000 2025 - - - 2026 - - - 2027 83 - 83 2028 and thereafter 34,417 - 34,417 Total notes payable gross $ 34,500 $ 200,000 $ 234,500 Less effects of discounting - - - Total notes payable $ 34,500 $ 200,000 $ 234,500 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense were as follows: Schedule of Components of Lease Expenses 2023 2022 For the Years Ended December 31, 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 21,092 $ - Interest on lease liability 10,947 - Total finance lease cost $ 32,039 $ - |
Schedule of Supplemental Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases December 31, December 31, 2023 2022 Finance lease: Finance lease assets $ 147,228 $ - Current portion of finance lease liability $ 30,901 - Noncurrent finance lease liability 101,029 - Total finance lease liability $ 131,930 $ - Weighted average remaining lease term: Finance lease 3.35 Weighted average discount rate: Finance lease 11.00 % |
Schedule of Supplemental Cash and Other Information Related to Finance Leases | Supplemental cash flow and other information related to finance leases was as follows: Schedule of Supplemental Cash and Other Information Related to Finance Leases 2023 2022 For the Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Finance cash flows used for finance leases $ 36,390 $ - Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities $ 168,320 $ - |
Schedule of Future Minimum Lease Payments | The future minimum lease payments due under finance leases as of December 31, 2023 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 $ 43,886 2025 43,886 2026 43,886 2027 and thereafter 29,258 Total $ 160,916 Less effects of discounting 28,986 Lease liability recognized $ 131,930 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturity of Annual Royalty | Schedule of Maturity of Annual Royalty Exclusivity Year Retention Royalty 2024 $ 100,000 2025 250,000 2026 250,000 2027 250,000 Total * $ 850,000 * The unrecognized commitment thereafter is $ 250,000 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Options | |
Schedule of Underlying Stock Options Outstanding | The following is a summary of information about the Stock Options outstanding at December 31, 2023. Schedule of Underlying Stock Options Outstanding Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $ 1.60 6.00 169,304 7.4 $ 3.47 79,926 $ 4.59 |
Schedule of Stock Options Outstanding Activity | The following is a summary of activity of outstanding stock options: Schedule of Stock Options Outstanding Activity Weighted Average Number Exercise of Shares Prices Balance, December 31, 2021 - $ - Options granted 108,404 4.125 Balance, December 31, 2022 108,404 4.125 Options granted 118,500 3.194 Options canceled (57,600 ) (4.125 ) Balance, December 31, 2023 169,304 $ 3.639 Exercisable, December 31, 2023 79,926 $ 4.594 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants | |
Schedule of Warrants to Purchase Common Stock Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2023. Schedule of Warrants to Purchase Common Stock Outstanding Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 6.00 7.50 477,251 6.65 $ 6.83 477,251 $ 6.83 |
Schedule of Weighted-Average Assumptions Used for Grants Under the Fixed Option Plan | The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: Schedule of Weighted-Average Assumptions Used for Grants Under the Fixed Option Plan December 31, December 31, 2023 2022 Average risk-free interest rates 4.04 % 2.68 % Average expected life (in years) 6.34 5.00 Volatility 54.4 % 34.5 % |
Schedule of Outstanding Common Stock Warrants | The following is a summary of activity of outstanding common stock warrants, as retrospectively presented pursuant to the amendment on March 7, 2022: Schedule of Outstanding Common Stock Warrants Weighted Average Number Exercise of Shares Prices Balance, December 31, 2021 343,413 $ 6.77 Warrants granted 21,728 7.50 Balance, December 31, 2022 365,141 6.81 Warrants granted 112,110 6.88 Balance, December 31, 2023 477,251 $ 6.83 Exercisable, December 31, 2023 477,251 $ 6.83 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: Schedule of Deferred Tax Asset December 31, December 31, 2023 2022 Deferred tax assets: Net operating loss carry forwards $ 1,680,000 $ 932,400 Net deferred tax assets before valuation allowance $ 1,680,000 $ 932,400 Less: Valuation allowance (1,680,000 ) (932,400 ) Net deferred tax assets $ - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 15, 2023 | Jan. 10, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock | 1,213 | ||||
Sale of stock, price per share | $ 4.125 | ||||
Interest expense | $ 260,520 | $ 846,536 | |||
Stockholders' equity, reverse stock split | 2.5-for-1 | ||||
Accumulated deficit | 12,810,541 | 8,884,831 | |||
Working capital | 899,150 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock | 1,190,000 | ||||
Sale of stock, price per share | $ 6 | ||||
Proceeds from issuance initial public offering | $ 6,226,000 | ||||
Convertible debt | 6,029,204 | ||||
Principal amount | 5,526,691 | 5,526,691 | |||
Interest expense | $ 502,513 | ||||
Debt conversion, converted instrument, common shares issued | 1,572,171 | ||||
Warrants to purchase shares | 82,110 | ||||
Warrant exercise price | $ 7.20 | ||||
Deferred offering costs | $ 1,283,954 | $ 1,283,954 | $ 543,664 | ||
IPO [Member] | Related Party [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Principal amount | 165,000 | ||||
Interest expense | $ 14,687 | ||||
Debt conversion, converted instrument, common shares issued | 43,562 | ||||
Debt conversion, converted instrument, common shares issued, value | $ 179,687 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Raw materials | $ 13,734 | $ 10,824 |
Finished goods | 323,071 | 148,937 |
Total inventory | $ 336,805 | $ 159,761 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, estimated useful lives | 5 years |
Schedule of Revenue (Details)
Schedule of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Gross revenue | $ 3,184,018 | $ 888,893 |
Less: slotting, discounts, and allowances | 358,163 | 136,715 |
Net revenue | $ 2,825,855 | $ 752,178 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 0 | $ 0 |
FDIC insured amount | 250,000 | |
Cash uninsured amount | 407,789 | 62,697 |
Allowance for doubtful accounts | 0 | 0 |
Advances on inventory purchases | 29,500 | |
Advances of estimated finish product costs percentage | 70% | |
Advances of estimated finish product costs percentage | 30% | |
Depreciation | $ 223,856 | 93,253 |
Advertising expense | 162,048 | 199,287 |
Share based compensation | $ 258,574 | $ 93,521 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Oct. 26, 2023 | Aug. 08, 2023 | Jun. 15, 2023 | Apr. 30, 2022 | Jan. 17, 2022 | Jan. 10, 2022 | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jan. 05, 2023 | |
Related Party Transaction [Line Items] | |||||||||||
Interest expense | $ 260,520 | $ 846,536 | |||||||||
Number of shares sold | 1,213 | ||||||||||
Sale of stock, price per share | $ 4.125 | ||||||||||
Proceeds from sale of stock | $ 5,000 | ||||||||||
Stock issued for services | 12,500 | 1,000 | 4,920 | ||||||||
Aggregate fair value | $ 19,000 | $ 159,140 | $ 24,420 | ||||||||
Option, shares | 118,500 | 108,404 | |||||||||
Exercise price per share | $ 3.194 | $ 4.125 | |||||||||
Share price per share | $ 1 | ||||||||||
Stock-based compensation | $ 258,574 | $ 93,521 | |||||||||
Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued for services | 81,312 | 5,920 | |||||||||
Common Stock [Member] | 2022 Plan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option, shares | 169,304 | ||||||||||
Chief Financial Officer [Member] | 2022 Plan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock-based compensation | $ 23,619 | $ 44,280 | |||||||||
Chief Financial Officer [Member] | Common Stock [Member] | Call Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price per share | $ 1.1531 | ||||||||||
Call option value | $ 66,419 | ||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | 2022 Plan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option, shares | 30,000 | 57,600 | |||||||||
Exercise price per share | $ 6 | $ 4.125 | |||||||||
Exercisable term | 10 years | 10 years | |||||||||
Volatility rate | 39% | 29% | |||||||||
Share price per share | $ 4.125 | ||||||||||
Stock-based compensation | 1,952 | 44,280 | |||||||||
Unamortized expenses | $ 2,980 | ||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | 2022 Plan [Member] | Call Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price per share | $ 0.1644 | $ 1.1531 | |||||||||
Call option value | $ 4,932 | $ 66,419 | |||||||||
Chief Financial Officer [Member] | Convertible Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount | $ 90,000 | ||||||||||
Fixed conversion price of note | $ 4.125 | ||||||||||
Interest expense | $ 6,362 | ||||||||||
Debt instrument converted into shares of common stock | 23,361 | ||||||||||
Face amount outstanding | 90,000 | $ 90,000 | |||||||||
Director [Member] | Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option, shares | 30,000 | ||||||||||
Exercise price per share | $ 2.51 | ||||||||||
Exercisable term | 10 years | ||||||||||
Volatility rate | 39% | ||||||||||
Stock-based compensation | $ 9,364 | ||||||||||
Unamortized expenses | 14,291 | ||||||||||
Director [Member] | Common Stock [Member] | Call Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price per share | $ 0.7885 | ||||||||||
Call option value | $ 23,655 | ||||||||||
Director [Member] | Common Stock [Member] | 2022 Plan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Option, shares | 30,000 | ||||||||||
Exercise price per share | $ 2.51 | ||||||||||
Exercisable term | 10 years | ||||||||||
Volatility rate | 39% | ||||||||||
Stock-based compensation | 9,364 | ||||||||||
Unamortized expenses | $ 14,291 | ||||||||||
Director [Member] | Common Stock [Member] | 2022 Plan [Member] | Call Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price per share | $ 0.7885 | ||||||||||
Call option value | $ 23,655 | ||||||||||
Chase Innovations Inc [Member] | Chief Financial Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount owed to related party | 40,140 | ||||||||||
MrTom and Mrs Carol Healy [Member] | Convertible Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest rate | 8% | ||||||||||
Principal amount | $ 25,000 | $ 25,000 | |||||||||
Fixed conversion price of note | $ 4.125 | ||||||||||
Interest expense | $ 800 | ||||||||||
Debt instrument converted into shares of common stock | 6,255 | ||||||||||
Chris Coulter [Member] | Convertible Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount | $ 50,000 | ||||||||||
Fixed conversion price of note | $ 4.125 | ||||||||||
Interest expense | $ 7,525 | ||||||||||
Debt instrument converted into shares of common stock | 13,946 | ||||||||||
Face amount outstanding | $ 50,000 |
Schedule of Valuation of Financ
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable | $ 234,500 | $ 2,284,500 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 657,789 | 312,697 |
Right-of-use-asset | ||
Notes receivable | ||
Total assets | 657,789 | 548,447 |
Notes payable | ||
Lease liability | ||
Total liabilities | ||
Total assets and liabilities | 657,789 | 548,447 |
Cash, restricted | 235,750 | |
Convertible notes payable, related parties | ||
Convertible notes payable | ||
Revolving line of credit | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Right-of-use-asset | ||
Notes receivable | 384,628 | 384,628 |
Total assets | 384,628 | 384,628 |
Notes payable | 235,000 | 2,284,000 |
Lease liability | ||
Total liabilities | 235,000 | 2,376,041 |
Total assets and liabilities | 149,628 | (1,991,413) |
Cash, restricted | ||
Convertible notes payable, related parties | ||
Convertible notes payable | ||
Revolving line of credit | 91,541 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Right-of-use-asset | 147,228 | |
Notes receivable | ||
Total assets | 147,228 | |
Notes payable | ||
Lease liability | 131,930 | |
Total liabilities | 131,930 | 5,059,191 |
Total assets and liabilities | $ 15,298 | (5,059,191) |
Cash, restricted | ||
Convertible notes payable, related parties | 140,000 | |
Convertible notes payable | 4,919,191 | |
Revolving line of credit |
Major Customers and Accounts _2
Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Certain Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 10% | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 90% | 70% |
Revenue Benchmark [Member] | Wal-Mart Stores [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 77% | |
Revenue Benchmark [Member] | Costco [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 13% | 59% |
Revenue Benchmark [Member] | KEHE Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 11% | |
Accounts Receivable [Member] | Certain Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 10% | |
Accounts Receivable [Member] | Wal-Mart Stores [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 57% | 18% |
Accounts Receivable [Member] | Costco [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 28% | |
Accounts Receivable [Member] | KEHE Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 58% | |
Accounts Receivable [Member] | United Natural Foods [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 16% |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance costs | $ 2,403 | $ 959 | |
Prepaid advertising and trade show fees | 20,106 | 19,485 | |
Prepaid professional & license fees | 6,056 | 12,617 | |
Refunds receivable | 1,594 | ||
Interest receivable | 19,535 | 7,996 | |
Advances to co-manufacturer, NXTDried | [1] | 455,128 | |
Total other current assets | $ 48,100 | $ 497,779 | |
[1]The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company. 10,665 485,265 761,085 485,265 243,305 32,515 |
Schedule of Other Current Ass_2
Schedule of Other Current Assets (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Advance to co-manufacturer | [1] | $ 455,128 | |
Impairment expense | 761,085 | ||
VAT tax receivable | 243,305 | ||
NXT Dried Superfoods SAC [Member] | |||
Advance to co-manufacturer | $ 495,930 | ||
Description of advance repayment | The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company. | ||
Payments to acquire productive assets | $ 10,665 | ||
Balance owed | 485,265 | ||
Prepaid inventory | $ 32,515 | ||
[1]The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company. 10,665 485,265 761,085 485,265 243,305 32,515 |
Summary of Reconciliation of Ca
Summary of Reconciliation of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Cash | $ 657,789 | $ 312,697 |
Restricted cash | 235,750 | |
Total cash and restricted cash shown in the statement of cash flows | $ 657,789 | $ 548,447 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | 12 Months Ended | ||||
May 25, 2023 | Nov. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | May 07, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Finance cost | $ 2,082 | $ 2,082 | |||
Loan Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash pledge amount | $ 125,000 | ||||
Guarantee Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Increase in cash pledge amount | $ 235,750 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Equipment and machinery | $ 1,233,334 | $ 1,116,769 |
Less: Accumulated depreciation | (318,335) | (94,479) |
Total property and equipment, net | $ 914,999 | $ 1,022,290 |
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 | $ 223,856 | $ 93,253 |
Summary of Nanuva_s Exclusive D
Summary of Nanuva’s Exclusive Distributor in Territories (Details) | Dec. 31, 2023 kg |
Other Powder [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 0 |
Worldwide Except Chile Territory [Member] | Avocado Powder [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Worldwide Except Chile Territory [Member] | Banana Chips [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
North America [Member] | Avocado Snacks [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Worldwide Territory [Member] | Avocado Chips [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Manufacturing and Distributorship Agreement [Member] - USD ($) | 12 Months Ended | |||
Mar. 24, 2021 | Feb. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amount loaned as per agreement | $ 500,000 | |||
Interest rate | 3% | |||
Expiration date | May 31, 2027 | |||
Amount repaid as a reduction of inventory costs | $ 131,594 | $ 33,100 | ||
Principal amount | 115,372 | 22,714 | ||
Interest amount | 16,222 | 10,386 | ||
Principal amount | $ 15,000 | |||
Total due from nanuva | 404,163 | 392,625 | ||
Principal amount receivable | 384,628 | 384,628 | ||
Interest amount receivable | $ 19,535 | $ 7,997 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and taxes | $ 43,376 | $ 40,089 |
Accrued interest | 2,577 | 602,246 |
Accrued chargebacks | 119,291 | 46,387 |
Total accrued expenses | $ 165,244 | $ 688,722 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable, Related Parties (Details) - Related Party [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | $ 140,000 | |
Convertible Notes Payable [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | ||
Convertible Notes Payable One [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | 90,000 | |
Convertible Notes Payable Two [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | $ 50,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable, Related Parties (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||||||
Jun. 15, 2023 | Jun. 15, 2023 | Jan. 05, 2023 | Dec. 31, 2021 | May 28, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Total proceeds | $ 6,226,000 | $ 10,000 | |||||
Interest expense | $ 260,520 | $ 846,536 | |||||
Related Party [Member] | Chief Financial Officer [Member] | Convertible Promissory Note [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Closing sale of stock | $ 1,000,000 | ||||||
Conversion price | $ 4.125 | ||||||
Total proceeds | $ 10,000,000 | ||||||
Proceeds from public offering | $ 5,000,000 | ||||||
Interest rate | 5% | ||||||
Principal amount | $ 90,000 | $ 90,000 | $ 90,000 | ||||
Interest expense | $ 6,362 | ||||||
Converted into shares of common stock | 23,361 | ||||||
Qualified financing dividing share amount | $ 7,000,000 | ||||||
Maturity date | Jun. 30, 2023 | ||||||
Related Party [Member] | Chris Coulter [Member] | Convertible Promissory Note [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Closing sale of stock | $ 1,000,000 | ||||||
Conversion price | $ 4.125 | ||||||
Total proceeds | $ 10,000,000 | ||||||
Proceeds from public offering | $ 5,000,000 | ||||||
Interest rate | 5% | ||||||
Principal amount | 50,000 | $ 50,000 | $ 50,000 | ||||
Interest expense | $ 7,525 | ||||||
Converted into shares of common stock | 13,946 | ||||||
Qualified financing dividing share amount | $ 7,000,000 | ||||||
Maturity date | Jun. 30, 2023 | ||||||
Related Party [Member] | Unsecured Convertible Promissory Note [Member] | Chief Executive Officer [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Unsecured debt | $ 25,000 | ||||||
Interest rate | 8% | ||||||
Closing sale of stock | $ 10,000,000 | ||||||
Conversion price | $ 4.125 | ||||||
Total proceeds | $ 10,000,000 | ||||||
Proceeds from public offering | $ 5,000,000 | ||||||
Interest rate | 18% | ||||||
Principal amount | 25,000 | $ 25,000 | |||||
Interest expense | $ 800 | ||||||
Converted into shares of common stock | 6,255 |
Convertible Notes Payable, Re_3
Convertible Notes Payable, Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | $ 66,090 | $ 1,286,021 |
Interest expense to amortize debt discount | 260,520 | 846,536 |
Related Party [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest on convertible notes payable | 3,696 | 6,999 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | 19,054 | |
Controller [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | $ 19,961 | |
Interest expense to amortize debt discount | $ 19,004 |
Schedule of Convertible Notes_3
Schedule of Convertible Notes Payable, Unrelated Parties (Details) - Nonrelated Party [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | $ 4,919,191 | |
Convertible Notes Payable [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | ||
Convertible Notes Payable One [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 645,600 | |
Convertible Notes Payable Two [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 200,000 | |
Convertible Notes Payable Three [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 1,250,000 | |
Convertible Notes Payable Four [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 700,000 | |
Convertible Notes Payable Five [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | $ 2,123,591 |
Schedule of Convertible Notes_4
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | 46 Months Ended | ||||||
Jun. 15, 2023 | Jun. 06, 2022 | May 26, 2022 | Feb. 25, 2022 | Feb. 14, 2022 | Dec. 13, 2022 | Mar. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 442,500 | $ 2,694,100 | ||||||||
Interest expense | 260,520 | 846,536 | ||||||||
Total proceeds | $ 6,226,000 | 10,000 | ||||||||
Nonrelated Party [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Interest expense | $ 1,028,509 | |||||||||
Nonrelated Party [Member] | First Quarter of 2023 Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 442,500 | |||||||||
Bearing interest rate | 8% | |||||||||
Maturity date | Jun. 30, 2023 | |||||||||
Underwriting commitments, description | the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 18% | |||||||||
Principal amount | $ 442,500 | |||||||||
Interest expense | $ 9,801 | |||||||||
Converted into shares of common stock | 109,655 | |||||||||
Nonrelated Party [Member] | 2022 Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 645,600 | |||||||||
Bearing interest rate | 8% | |||||||||
Maturity date | Jun. 30, 2023 | |||||||||
Underwriting commitments, description | the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000). | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 18% | |||||||||
Principal amount | $ 645,600 | |||||||||
Interest expense | $ 27,925 | |||||||||
Converted into shares of common stock | 163,284 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 8% | |||||||||
Principal amount | $ 200,000 | $ 200,000 | ||||||||
Interest expense | $ 15,737 | |||||||||
Converted into shares of common stock | 52,300 | |||||||||
Warrant term | 5 years | |||||||||
Purchase shares of common stock | 8,485 | |||||||||
Warrant exercise price | $ 6.50 | |||||||||
Aggregate purchase price | $ 186,000 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Warrants outstanding | 8,485 | |||||||||
Net proceeds after deductions of debt discounts | 186,000 | |||||||||
Legal fees | $ 14,000 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 35 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | Measurement Input, Option Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 0.2679 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 8% | |||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | ||||||||
Interest expense | $ 99,726 | |||||||||
Converted into shares of common stock | 327,207 | |||||||||
Warrant term | 5 years | |||||||||
Purchase shares of common stock | 45,833 | |||||||||
Warrant exercise price | $ 6.50 | |||||||||
Aggregate purchase price | $ 1,162,500 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Warrants outstanding | 45,833 | |||||||||
Net proceeds after deductions of debt discounts | 1,162,500 | |||||||||
Legal fees | $ 87,500 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 34 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | Measurement Input, Option Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 0.2570 | |||||||||
Nonrelated Party [Member] | First Convertible Eagle Vision Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 5% | |||||||||
Principal amount | $ 700,000 | $ 350,000 | ||||||||
Interest expense | $ 44,590 | |||||||||
Converted into shares of common stock | 180,508 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Nonrelated Party [Member] | Fifty-two Individual Convertible Promissory Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 2,143,591 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 5% | |||||||||
Principal amount | $ 2,123,591 | 20,000 | ||||||||
Interest expense | $ 290,047 | $ 3,586 | ||||||||
Converted into shares of common stock | 695,655 | |||||||||
Total proceeds | $ 5,000,000 | |||||||||
Closing sale of stock | 1,000,000 | |||||||||
Qualified financing dividing share amount | $ 7,000,000 | |||||||||
Nonrelated Party [Member] | Fourty Six of Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Conversion price | $ 2.05 | |||||||||
Principal amount | $ 1,788,591 | |||||||||
Nonrelated Party [Member] | Six of Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Conversion price | $ 4.125 | |||||||||
Principal amount | $ 355,000 |
Convertible Notes Payable, Un_3
Convertible Notes Payable, Unrelated Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized debt discounts | $ 66,090 | $ 1,286,021 |
Interest expense to amortize debt discount | 260,520 | 846,536 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized debt discounts | 1,604,537 | |
Interest expense to amortize debt discount | 1,028,509 | |
Interest on convertible notes payable | 138,316 | 211,803 |
Nonrelated Party [Member] | Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized debt discounts | 14,050 | |
Nonrelated Party [Member] | Convertible Debt [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortized debt discounts | 0 | 115,550 |
Interest on convertible notes payable | $ 138,316 | $ 327,353 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total notes payable | $ 234,500 | $ 2,284,500 |
Less: unamortized debt discounts | ||
Notes payable | 234,500 | 2,284,500 |
Less: current maturities | 200,000 | 2,250,000 |
Notes payable, less current maturities | $ 34,500 | $ 34,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jun. 12, 2023 | May 07, 2021 | Dec. 08, 2020 | May 17, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 02, 2023 | Mar. 15, 2023 | |
Debt Instrument [Line Items] | ||||||||
Debt discounts | ||||||||
Notes payable | 234,500 | 2,284,500 | ||||||
Stated interest expense | 214,430 | 346,378 | ||||||
Notes payable | 234,500 | 2,284,500 | ||||||
Promissory note issued | 350,000 | |||||||
Notes payable | 34,500 | 34,500 | ||||||
Interest expense | 260,520 | 846,536 | ||||||
Amortized debt discounts | 66,090 | 1,286,021 | ||||||
Amended warrants | 377,200 | |||||||
EIDL Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Bearing interest percentage | 3.75% | |||||||
Promissory note issued | $ 34,500 | |||||||
Principal and interest payment | $ 169 | |||||||
Four Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discounts | $ 46,090 | |||||||
Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant price per share | $ 6.83 | $ 6 | ||||||
Debt discounts of finance costs | $ 46,090 | |||||||
Subordinated Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Subscriptions amount | $ 170,000 | $ 1,000,000 | ||||||
Annual rate percentage | 15% | 15% | ||||||
Monthly interest rate percentage | 10% | 10% | ||||||
Remain unpaid percentage | 5% | 5% | ||||||
Increasing interest rate percentage | 18% | 18% | ||||||
Qualified subsequent financing amount | $ 2,000,000 | $ 2,000,000 | ||||||
Net proceeds from offering | $ 150,000 | |||||||
Repaid amount | 25,500 | |||||||
Expiring period | 10 years | 10 years | ||||||
Warrant purchase shares | 30,000 | 154,243 | ||||||
Debt discounts of finance costs | 70,580 | |||||||
Warrant offering costs | 15,382 | |||||||
Amortized discounts | 46,090 | 26,525 | ||||||
Notes payable | 1,000,000 | |||||||
Stated interest expense | 168,151 | 149,592 | ||||||
Subordinated Debt [Member] | May 2021 Bridge Financing [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repaid amount | 162,413 | |||||||
Subordinated Debt [Member] | Eagle Vision Ventures, Inc. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net proceeds from offering | $ 890,000 | |||||||
Repaid amount | 162,413 | |||||||
Debt discounts of finance costs | 176,228 | |||||||
Gross proceeds from offering | 1,000,000 | |||||||
Diligence fees | 110,000 | |||||||
Loan origination costs | 110,000 | |||||||
Subordinated Debt [Member] | Eight Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discounts | $ 66,228 | |||||||
Subordinated Debt [Member] | Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant price per share | $ 6 | $ 7.10 | ||||||
Hinman [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable | 200,000 | |||||||
Hinman [Member] | Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Monthly interest rate percentage | 1.50% | |||||||
Bearing interest percentage | 18% | |||||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Subscriptions amount | $ 1,250,000 | |||||||
Annual rate percentage | 15% | |||||||
Monthly interest rate percentage | 10% | |||||||
Remain unpaid percentage | 5% | |||||||
Increasing interest rate percentage | 18% | |||||||
Qualified subsequent financing amount | $ 2,000,000 | |||||||
Warrant purchase shares | 179,396 | |||||||
Debt discounts of finance costs | 52,377 | |||||||
Warrant offering costs | 47,811 | |||||||
Amortized discounts | 13,136 | |||||||
Notes payable | 1,250,000 | |||||||
Senior Notes [Member] | Eagle Vision Ventures, Inc. [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net proceeds from offering | $ 1,115,000 | |||||||
Repaid amount | $ 235,442 | |||||||
Debt discounts of finance costs | 180,196 | |||||||
Diligence fees | 135,000 | |||||||
Loan origination costs | 135,000 | |||||||
Senior Notes [Member] | Five Investors [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discounts | $ 45,196 | |||||||
Senior Notes [Member] | Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrant price per share | $ 2.60 | |||||||
Senior Secured Notes and Subordinated Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortized discounts | 39,661 | |||||||
Amortized debt discounts | $ 500,158 |
Schedule of Recognized Interest
Schedule of Recognized Interest Expense (Details) - USD ($) | 12 Months Ended | ||
May 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest on notes payable | $ 214,430 | $ 346,378 | |
Amended warrants | 377,200 | ||
Interest on revolving line of credit | 8,251 | 19,886 | |
Finance charge on letter of credit | $ 2,082 | 2,082 | |
Interest on credit cards | 2,406 | 2,606 | |
Total interest expense | 435,271 | 2,250,893 | |
Warrant [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 46,090 | ||
Convertible Notes Payable [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 101,500 | ||
Convertible Notes Payable [Member] | Warrant [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 14,050 | ||
Notes Payable [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 20,000 | 83,297 | |
Notes Payable [Member] | Warrant [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 46,090 | 39,661 | |
Related Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest on convertible notes payable | 3,696 | 6,999 | |
Related Party [Member] | Convertible Notes Payable [Member] | Derivative [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | 19,004 | ||
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Interest on convertible notes payable | 138,316 | 211,803 | |
Nonrelated Party [Member] | Convertible Notes Payable [Member] | Derivative [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortization of debt discounts | $ 1,028,509 |
Schedule of Maturities of Notes
Schedule of Maturities of Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 200,000 | |
2025 | ||
2026 | ||
2027 | 83 | |
2028 and thereafter | 34,417 | |
Total notes payable gross | 234,500 | |
Less effects of discounting | ||
Total notes payable | 234,500 | $ 2,284,500 |
EIDL [Member] | ||
Debt Instrument [Line Items] | ||
2024 | ||
2025 | ||
2026 | ||
2027 | 83 | |
2028 and thereafter | 34,417 | |
Total notes payable gross | 34,500 | |
Less effects of discounting | ||
Total notes payable | 34,500 | |
Hinman [Member] | ||
Debt Instrument [Line Items] | ||
2024 | 200,000 | |
2025 | ||
2026 | ||
2027 | ||
2028 and thereafter | ||
Total notes payable gross | 200,000 | |
Less effects of discounting | ||
Total notes payable | $ 200,000 |
Revolving Line of Credit; Int_3
Revolving Line of Credit; Interest Expense; Maturities (Details Narrative) - USD ($) | 12 Months Ended | |||
Oct. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 13, 2023 | |
Short-Term Debt [Line Items] | ||||
Revolving line of credit | $ 91,541 | $ 42,750 | ||
LOC interest expense | $ 8,251 | $ 19,886 | ||
Line of Credit [Member] | ||||
Short-Term Debt [Line Items] | ||||
Inventory purchase | $ 400,000 | |||
Accrues interest percentage | 15% | |||
Origination fee percentage | 2% |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Amortization of right-of-use asset | $ 21,092 | |
Interest on lease liability | 10,947 | |
Total finance lease cost | $ 32,039 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Leases (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Finance lease assets | $ 147,228 | |
Current portion of finance lease liability | 30,901 | |
Noncurrent finance lease liability | 101,029 | |
Total finance lease liability | $ 131,930 | |
Finance lease, weighted average remaining lease term | 3 years 4 months 6 days | |
Finance lease, weighted average discount rate, percent | 11% |
Schedule of Supplemental Cash a
Schedule of Supplemental Cash and Other Information Related to Finance Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Finance cash flows used for finance leases | $ 36,390 | |
Total finance lease liabilities | $ 168,320 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2023 | Jun. 01, 2023 | Dec. 31, 2022 |
Leases | |||
2024 | $ 43,886 | ||
2025 | 43,886 | ||
2026 | 43,886 | ||
2027 and thereafter | 29,258 | ||
Total | 160,916 | $ 3,657 | |
Less effects of discounting | 28,986 | ||
Lease liability recognized | $ 131,930 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Jun. 01, 2023 | |
Leases | ||
Lease cost | $ 168,141 | |
Share price | $ 1 | |
Maturity date | Aug. 31, 2027 | |
Finance lease liability | $ 160,916 | $ 3,657 |
Schedule of Maturity of Annual
Schedule of Maturity of Annual Royalty (Details) | Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 100,000 | |
2025 | 250,000 | |
2026 | 250,000 | |
2027 | 250,000 | |
Total | $ 850,000 | [1] |
[1]The unrecognized commitment thereafter is $ 250,000 |
Schedule of Maturity of Annua_2
Schedule of Maturity of Annual Royalty (Details) (Parenthetical) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Other commitment | $ 250,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 27, 2023 |
Subsequent Event [Line Items] | |||||
Finance lease periodic payment | $ 3,657 | ||||
Deposits | $ 50,000 | $ 50,000 | $ 50,000 | ||
Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposits | $ 50,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposits | $ 50,000 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 01, 2023 | Oct. 26, 2023 | Aug. 17, 2023 | Apr. 30, 2022 | Jan. 17, 2022 | Jan. 10, 2022 | Jan. 07, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock shares authorized | 8,000,000 | 8,000,000 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||||||
Common stock shares authorized | 80,000,000 | 80,000,000 | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||
Common stock shares issued | 4,044,252 | 1,200,769 | ||||||||
Sale of stock, number of shares issued in transaction | 1,213 | |||||||||
Sale of stock, price per share | $ 4.125 | |||||||||
Stock issued during period, shares, issued for services | 12,500 | 1,000 | 4,920 | |||||||
Stock issued during period, value, issued for services | $ 4,125 | $ 20,295 | $ 159,140 | $ 24,420 | ||||||
Interest payable current | 2,577 | 602,246 | ||||||||
2022 Equity Plan [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during period, shares, issued for services | 24,478 | 12,500 | 44,334 | |||||||
Stock issued during period, value, issued for services | $ 40,389 | $ 19,000 | $ 99,751 | |||||||
Investor [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 1,213 | |||||||||
Sale of stock, price per share | $ 4.125 | |||||||||
Proceeds from issuance of common stock | $ 5,000 | |||||||||
Controller [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 3,031 | |||||||||
Sale of stock, price per share | $ 1.65 | |||||||||
Proceeds from issuance of common stock | $ 5,000 | |||||||||
IPO [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Sale of stock, number of shares issued in transaction | 1,190,000 | |||||||||
Sale of stock, price per share | $ 6 | |||||||||
Proceeds from issuance initial public offering | $ 6,226,000 | |||||||||
Warrants to purchase shares | 82,110 | |||||||||
Warrant exercise price | $ 7.20 | |||||||||
Deferred offering costs | $ 1,283,954 | 1,283,954 | 543,664 | |||||||
Convertible debt | 6,029,204 | |||||||||
Principal amount | $ 5,526,691 | 5,526,691 | ||||||||
Interest payable current | $ 502,513 | |||||||||
Stock issued during period shares conversion of units | 1,572,171 | |||||||||
Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock shares authorized | 20,000,000 | |||||||||
Preferred stock par value | $ 0.001 | |||||||||
Stock issued during period, value, issued for services | ||||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock shares authorized | 8,000,000 | |||||||||
Common stock par value | $ 0.001 | |||||||||
Common stock shares issued | 4,044,252 | |||||||||
Common stock shares authorized | Each holder of common stock is entitled to one vote for each share of common stock held | |||||||||
Stock issued during period, shares, issued for services | 81,312 | 5,920 | ||||||||
Stock issued during period, value, issued for services | $ 81 | $ 6 | ||||||||
Common Stock [Member] | IPO [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Convertible debt | 179,687 | |||||||||
Principal amount | 165,000 | |||||||||
Interest payable current | $ 14,687 | |||||||||
Stock issued during period shares conversion of units | 43,562 |
Schedule of Underlying Stock Op
Schedule of Underlying Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Common Stock Options | |
Range of exercise prices, lower range limit | $ 1.60 |
Range of exercise prices, upper range limit | $ 6 |
Shares underlying options outstanding | shares | 169,304 |
Shares underlying options outstanding, weighted average remaining contractual life | 7 years 4 months 24 days |
Shares underlying options outstanding, weighted average exercise price | $ 3.47 |
Shares underlying options exercisable | shares | 79,926 |
Shares underlying options exercisable, weighted average exercise price | $ 4.59 |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock Options | ||
Number of shares outstanding, beginning balance | 108,404 | |
Weighted average exercise prices, beginning balance | $ 4.125 | |
Number of shares outstanding, options granted | 118,500 | 108,404 |
Weighted average exercise prices, options granted | $ 3.194 | $ 4.125 |
Number of shares outstanding, options cancelled | (57,600) | |
Weighted average exercise prices, options cancelled | $ (4.125) | |
Number of shares outstanding, ending balance | 169,304 | 108,404 |
Weighted average exercise prices, ending balance | $ 3.639 | $ 4.125 |
Number of shares outstanding, exercisable | 79,926 | |
Weighted average exercise prices, exercisable | $ 4.594 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Oct. 24, 2023 | Aug. 08, 2023 | Feb. 28, 2023 | Sep. 19, 2022 | Jan. 02, 2022 | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 15, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 118,500 | 108,404 | |||||||
Exercise price per share | $ 3.194 | $ 4.125 | |||||||
Share price per share | $ 1 | ||||||||
Stock-based compensation | $ 258,574 | $ 93,521 | |||||||
Common Stock [Member] | Four Employees [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 42,500 | ||||||||
Exercise price per share | $ 1.60 | ||||||||
Exercisable term | 10 years | ||||||||
Vested term | 1 year | ||||||||
Volatility rate | 93% | ||||||||
Stock-based compensation | 5,672 | ||||||||
Unamortized expenses | 24,581 | ||||||||
Common Stock [Member] | Four Employees [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 0.7118 | ||||||||
Call option value | $ 30,253 | ||||||||
Common Stock [Member] | Chairman [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 30,000 | ||||||||
Exercise price per share | $ 6 | ||||||||
Exercisable term | 10 years | ||||||||
Vested term | 1 year | ||||||||
Volatility rate | 39% | ||||||||
Stock-based compensation | 1,952 | ||||||||
Unamortized expenses | 2,980 | ||||||||
Common Stock [Member] | Chairman [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 0.1644 | ||||||||
Call option value | $ 4,932 | ||||||||
Common Stock [Member] | Director [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 30,000 | ||||||||
Exercise price per share | $ 2.51 | ||||||||
Exercisable term | 10 years | ||||||||
Volatility rate | 39% | ||||||||
Stock-based compensation | 9,364 | ||||||||
Unamortized expenses | 14,291 | ||||||||
Common Stock [Member] | Director [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 0.7885 | ||||||||
Call option value | $ 23,655 | ||||||||
Common Stock [Member] | Employee [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 2.0249 | ||||||||
Call option value | $ 32,399 | ||||||||
Common Stock [Member] | Employee One [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 1.715 | ||||||||
Call option value | $ 17,155 | ||||||||
Common Stock [Member] | Employee Two [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 1.1578 | ||||||||
Call option value | $ 47,239 | ||||||||
Common Stock [Member] | Chief Financial Officer [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 1.1531 | ||||||||
Call option value | $ 66,419 | ||||||||
2022 Plan [Member] | Chief Financial Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 23,619 | 44,280 | |||||||
2022 Plan [Member] | Common Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of shares reserved for issuance | 600,000 | ||||||||
Option, shares | 169,304 | ||||||||
Weighted average exercise price | $ 3.47 | ||||||||
2022 Plan [Member] | Common Stock [Member] | Director [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 30,000 | ||||||||
Exercise price per share | $ 2.51 | ||||||||
Exercisable term | 10 years | ||||||||
Volatility rate | 39% | ||||||||
Stock-based compensation | $ 9,364 | ||||||||
Unamortized expenses | 14,291 | ||||||||
2022 Plan [Member] | Common Stock [Member] | Director [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 0.7885 | ||||||||
Call option value | $ 23,655 | ||||||||
2022 Plan [Member] | Common Stock [Member] | Employee [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Exercisable term | 10 years | ||||||||
Share price per share | $ 4.125 | ||||||||
Fully vested options to purchase | 16,000 | ||||||||
Volatility rate | 50% | ||||||||
2022 Plan [Member] | Common Stock [Member] | Employee One [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Exercisable term | 10 years | ||||||||
Share price per share | $ 4.125 | ||||||||
Stock-based compensation | 4,288 | 1,201 | |||||||
Unamortized expenses | 11,666 | ||||||||
Fully vested options to purchase | 10,004 | ||||||||
Volatility rate | 39% | ||||||||
2022 Plan [Member] | Common Stock [Member] | Employee Two [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Exercisable term | 10 years | ||||||||
Share price per share | $ 4.125 | ||||||||
Stock-based compensation | 23,619 | 23,620 | |||||||
Fully vested options to purchase | 40,800 | ||||||||
Volatility rate | 29% | ||||||||
2022 Plan [Member] | Common Stock [Member] | Chief Financial Officer [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Option, shares | 30,000 | 57,600 | |||||||
Exercise price per share | $ 6 | $ 4.125 | |||||||
Exercisable term | 10 years | 10 years | |||||||
Volatility rate | 39% | 29% | |||||||
Share price per share | $ 4.125 | ||||||||
Stock-based compensation | 1,952 | $ 44,280 | |||||||
Unamortized expenses | $ 2,980 | ||||||||
Fully vested options to purchase | 57,600 | ||||||||
Volatility rate | 29% | ||||||||
2022 Plan [Member] | Common Stock [Member] | Chief Financial Officer [Member] | Call Option [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share price per share | $ 0.1644 | $ 1.1531 | |||||||
Call option value | $ 4,932 | $ 66,419 |
Schedule of Warrants to Purchas
Schedule of Warrants to Purchase Common Stock Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Range of exercise price | $ 1.60 |
Range of exercise price | $ 6 |
Shares underlying warrants outstanding | shares | 169,304 |
Weighted average exercise price | $ 4.59 |
Shares underlying warrants exercisable | shares | 79,926 |
Warrant [Member] | |
Range of exercise price | $ 6 |
Range of exercise price | $ 7.50 |
Shares underlying warrants outstanding | shares | 477,251 |
Weighted average remaining contractual life | 6 years 7 months 24 days |
Weighted average exercise price | $ 6.83 |
Shares underlying warrants exercisable | shares | 477,251 |
Shares underlying warrants exercisable weighted average exercise price | $ 6.83 |
Schedule of Weighted-Average As
Schedule of Weighted-Average Assumptions Used for Grants Under the Fixed Option Plan (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.0404 | 0.0268 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Average expected life | 6 years 4 months 2 days | 5 years |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants measurement input | 0.544 | 0.345 |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted average exercise prices, beginning balance | $ 4.125 | |
Weighted average exercise prices, warrants granted 2023 | 3.194 | 4.125 |
Weighted average exercise prices, ending balance | $ 3.639 | $ 4.125 |
Warrant [Member] | ||
Number of shares beginning balance, 2023 | 365,141 | 343,413 |
Weighted average exercise prices, beginning balance | $ 6.81 | $ 6.77 |
Number of shares , warrants granted | 112,110 | 21,728 |
Weighted average exercise prices, warrants granted 2023 | $ 6.88 | $ 7.50 |
Number of shares , exercisable | 477,251 | 365,141 |
Weighted average exercise prices, ending balance | $ 6.83 | $ 6.81 |
Weighted average exercise prices, exercisable | $ 6.83 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jun. 21, 2023 | Jun. 06, 2022 | May 26, 2022 | Mar. 07, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 02, 2023 | Jun. 30, 2023 | |
Fair value of warrants | $ 377,200 | |||||||
Share price per share | $ 1 | |||||||
IPO [Member] | ||||||||
Purchase of warrants | 82,110 | |||||||
Warrants exercise price | $ 7.20 | |||||||
Principal amount | $ 5,526,691 | $ 5,526,691 | ||||||
Warrant [Member] | ||||||||
Purchase of warrants | 477,251 | 30,000 | ||||||
Warrants exercise price | $ 6.83 | $ 6 | ||||||
Weighted average remaining common stock of warrant | 6 years 7 months 24 days | |||||||
Volatility rate | 54% | |||||||
Call option | $ 3.8171 | |||||||
Call option value | $ 114,513 | |||||||
Finance expense | $ 46,090 | |||||||
Weighted average fair value of warrants granted with exercise prices | $ 6.88 | $ 6.81 | ||||||
Warrant [Member] | IPO [Member] | Underwriter Agreement [Member] | ||||||||
Purchase of warrants | 82,110 | |||||||
Warrants exercise price | $ 7.20 | |||||||
Volatility rate | 54% | |||||||
Call option | $ 1.7981 | |||||||
Call option value | $ 147,639 | |||||||
Warrant [Member] | Senior Secured Promissory Notes [Member] | ||||||||
Principal amount | $ 170,000 | |||||||
Warrant [Member] | Fluffco Convertible Note [Member] | ||||||||
Warrants stock-based compensation | $ 2,273 | |||||||
Warrant [Member] | Foss Convertible Note [Member] | ||||||||
Warrants stock-based compensation | $ 11,777 | |||||||
Common Stock Warrant [Member] | ||||||||
Warrants exercise price | $ 6.77 | |||||||
Warrants amendment to common stock | 16.50% | |||||||
Warrants exercise price | 2,250,000 | |||||||
Warrants to purchase shares of common stock | 343,413 | |||||||
Exercisable term | 7 years 1 month 13 days | |||||||
Fair value of warrants | $ 377,200 | |||||||
Common Stock [Member] | IPO [Member] | ||||||||
Principal amount | $ 165,000 | |||||||
Common Stock [Member] | Fluffco Convertible Note [Member] | ||||||||
Warrants exercise price | $ 7.50 | |||||||
Volatility rate | 35% | |||||||
Warrants to purchase shares of common stock | 3,394 | |||||||
Exercisable term | 5 years | |||||||
Common Stock [Member] | Fluffco Convertible Note [Member] | Call Option [Member] | ||||||||
Call option value | $ 2,273 | |||||||
Share price per share | $ 0.6697 | |||||||
Common Stock [Member] | Foss Convertible Note [Member] | ||||||||
Warrants exercise price | $ 7.50 | |||||||
Volatility rate | 34% | |||||||
Warrants to purchase shares of common stock | 18,334 | |||||||
Common Stock [Member] | Foss Convertible Note [Member] | Call Option [Member] | ||||||||
Call option value | $ 11,777 | |||||||
Share price per share | $ 0.6424 |
Schedule of Deferred Tax Asset
Schedule of Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carry forwards | $ 1,680,000 | $ 932,400 |
Net deferred tax assets before valuation allowance | 1,680,000 | 932,400 |
Less: Valuation allowance | (1,680,000) | (932,400) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Effective income tax rate percentage | 21% |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carry forwards | $ 8,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Feb. 22, 2024 | Jan. 10, 2024 | Oct. 26, 2023 | Aug. 08, 2023 | Apr. 30, 2022 | Jan. 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 02, 2023 | Jan. 01, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Common stock issued for services, shares | 12,500 | 1,000 | 4,920 | |||||||
Number of shares granted | 118,500 | 108,404 | ||||||||
Share price per share | $ 1 | |||||||||
Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price | $ 6.83 | $ 6 | ||||||||
Volatility rate | 54% | |||||||||
Call option value | $ 114,513 | |||||||||
Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for services, shares | 81,312 | 5,920 | ||||||||
Common Stock [Member] | Chief Financial Officer [Member] | Call Option [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ 1.1531 | |||||||||
Call option value | $ 66,419 | |||||||||
Common Stock [Member] | Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercisable term | 10 years | |||||||||
Number of shares granted | 30,000 | |||||||||
Volatility rate | 39% | |||||||||
Common Stock [Member] | Director [Member] | Call Option [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ 0.7885 | |||||||||
Call option value | $ 23,655 | |||||||||
Subsequent Event [Member] | Six Employee [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for services, shares | 315,000 | |||||||||
Subsequent Event [Member] | Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued for services, shares | 79,166 | |||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercisable expected term | 10 years | |||||||||
Warrant exercise price | $ 2 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Volatility rate | 41% | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Six Employee [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price | $ 1.92 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Six Employee [Member] | Call Option [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ 0.8581 | |||||||||
Call option value | $ 270,296 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Six Employees [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercisable term | 10 years | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Chief Executive Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares granted | 140,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Chief Financial Officer [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares granted | 75,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Director [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price | $ 1.92 | |||||||||
Exercisable term | 10 years | |||||||||
Volatility rate | 41% | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Director [Member] | Call Option [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ 1.1407 | |||||||||
Call option value | $ 90,306 | |||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of senior secured promissory notes | $ 400,000 | |||||||||
Cash fee | $ 40,000 | |||||||||
Interest rate per annum | 15% | |||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | John Hinman [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 200,000 | |||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued | 100,000 |