Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 19, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 333-99393 | ||
Entity Registrant Name | BROWNIE’S MARINE GROUP, INC. | ||
Entity Central Index Key | 0001166708 | ||
Entity Tax Identification Number | 90-0226181 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Address, Address Line One | 3001 NW 25th Avenue | ||
Entity Address, Address Line Two | Avenue | ||
Entity Address, Address Line Three | Suite 1 | ||
Entity Address, City or Town | Pompano Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33069 | ||
City Area Code | 954 | ||
Local Phone Number | 462-5570 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,419,400 | ||
Entity Common Stock, Shares Outstanding | 404,656,793 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Liggett & Webb | ||
Auditor Location | Boynton Beach, Florida | ||
Auditor Firm ID | 287 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 643,143 | $ 345,187 |
Accounts receivable - net | 123,270 | 81,251 |
Accounts receivable - related parties | 77,301 | 67,644 |
Inventory, net | 1,895,260 | 863,791 |
Prepaid expenses and other current assets | 227,458 | 111,164 |
Total current assets | 2,966,432 | 1,469,037 |
Property, equipment and leasehold improvements, net | 270,065 | 143,413 |
Operating Lease Assets | 454,475 | 446,981 |
Intangible Assets, Net | 718,905 | |
Goodwill | 249,986 | |
Other assets | 14,098 | 13,649 |
Total assets | 4,673,961 | 2,073,080 |
Current liabilities | ||
Accounts payable and accrued liabilities | 744,383 | 386,977 |
Accounts payable - related parties | 37,267 | 102,360 |
Customer deposits and unearned revenue | 143,938 | 20,353 |
Other liabilities | 187,924 | 100,817 |
Operating lease liabilities | 232,283 | 107,691 |
Current maturities long term debt | 50,402 | 151,006 |
Notes payable | 50,000 | |
Convertible debentures, net | 110,000 | |
Total current liabilities | 1,396,197 | 1,029,204 |
Long term debt, net of current | 87,956 | 120,782 |
Long term convertible debentures, net | 339,254 | |
Operating lease liabilities, net of current | 222,899 | 339,290 |
Total liabilities | 2,046,306 | 1,489,276 |
Commitments and contingencies (see note 15) | ||
Stockholders’ equity | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of December 31, 2021 and December 31, 2020. | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 393,850,475 shares issued and outstanding at December 31, 2021 and 306,185,206 shares issued and outstanding at December 31, 2020, respectively. | 39,386 | 30,620 |
Common stock payable 138,941 shares and 138,941 shares, respectively as of December 31, 2021 and December 31, 2020. | 14 | 14 |
Additional paid-in capital | 17,132,434 | 13,508,882 |
Accumulated deficit | (14,544,604) | (12,956,137) |
Total stockholders’ equity | 2,627,655 | 583,804 |
Total liabilities and stockholders’ equity | $ 4,673,961 | $ 2,073,080 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 425,000 | 425,000 |
Preferred Stock, Shares Outstanding | 425,000 | 425,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 393,850,475 | 306,185,206 |
Common stock, share outstanding | 393,850,475 | 306,185,206 |
Common stock payable, shares outstanding | 138,941 | 138,941 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenues | ||
Net revenues | $ 5,111,049 | $ 3,717,556 |
Net revenues - related parties | 1,116,330 | 838,417 |
Total net revenues | 6,227,379 | 4,555,973 |
Cost of revenues | ||
Cost of revenues | 3,569,894 | 2,537,922 |
Cost of revenues - related parties | 534,910 | 431,925 |
Royalties expense - related parties | 75,161 | 67,808 |
Royalties expense | 157,855 | 53,929 |
Total cost of revenues | 4,337,820 | 3,091,584 |
Gross profit | 1,889,559 | 1,464,389 |
Operating expenses | ||
Selling, general and administrative | 3,666,823 | 2,682,293 |
Research and development costs | 75,439 | 115,156 |
Total operating expenses | 3,742,262 | 2,797,449 |
Loss from operations | (1,852,703) | (1,333,060) |
Other income (expense), net | ||
Gain on settlement of debt | 10,000 | |
Gain on the forgiveness of PPP loan | 275,760 | |
Interest expense | (21,524) | (18,559) |
Total other (income) expense - net | 264,236 | (18,559) |
Loss income before provision for income taxes | (1,588,467) | (1,351,619) |
Provision for income taxes | ||
Net loss | $ (1,588,467) | $ (1,351,619) |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 349,597,953 | 288,295,422 |
Diluted weighted average common shares outstanding | 349,597,953 | 288,295,422 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 425 | $ 22,554 | $ 14 | $ 11,338,104 | $ (11,604,518) | $ (243,421) |
Balance, shares at Dec. 31, 2019 | 425,000 | 225,540,501 | 138,941 | |||
Shares issued for cash | $ 2,265 | 542,735 | 545,000 | |||
Shares issued for cash, shares | 22,647,065 | |||||
Shares issued for exercise of warrants | $ 2,250 | 222,750 | $ 225,000 | |||
Shares issued for exercise of warrants, shares | 22,500,000 | |||||
Shares issued for services | $ 990 | 307,489 | $ 308,479 | |||
Shares issued for services, shares | 9,895,000 | |||||
Stock Option Expense | 858,695 | 858,695 | ||||
Incentive bonus shares to CEO | $ 2,073 | 31,111 | 33,184 | |||
Incentive bonus shares to CEO, shares | 20,725,087 | |||||
Incentive shares issued to employee | $ 488 | 207,998 | 208,486 | |||
Incentive shares issued to employees, shares | 4,877,553 | |||||
Net loss | (1,351,619) | (1,351,619) | ||||
Ending balance, value at Dec. 31, 2020 | $ 425 | $ 30,620 | $ 14 | 13,508,882 | (12,956,137) | 583,804 |
Balance, shares at Dec. 31, 2020 | 425,000 | 306,185,206 | 138,941 | |||
Shares issued for cash | $ 2,750 | 272,250 | $ 275,000 | |||
Shares issued for cash, shares | 27,500,000 | |||||
Shares issued for exercise of warrants, shares | ||||||
Shares issued for services | $ 490 | 201,462 | $ 201,952 | |||
Shares issued for services, shares | 4,903,761 | |||||
Stock Option Expense | 1,154,801 | 1,154,801 | ||||
Net loss | (1,588,467) | (1,588,467) | ||||
Units issued for cash | $ 1,460 | 363,540 | 365,000 | |||
Units issued for cash, shares | 14,600,000 | |||||
Shares issued for Acquisition | $ 2,731 | 1,447,188 | 1,449,919 | |||
Shares issued for Acquisition, shares | 27,305,442 | |||||
Debt Discount Sellers Note | 12,480 | 12,480 | ||||
Debentures and accrued interest | $ 1,259 | 135,217 | 136,476 | |||
Debentures and accrued interest, shares | 12,592,083 | |||||
Shares issuance for exclusivity | $ 76 | 36,614 | 36,690 | |||
Shares issuance for exclusivity, shares | 763,983 | |||||
Ending balance, value at Dec. 31, 2021 | $ 425 | $ 39,386 | $ 14 | $ 17,132,434 | $ (14,544,604) | $ 2,627,655 |
Balance, shares at Dec. 31, 2021 | 425,000 | 393,850,475 | 138,941 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,588,467) | $ (1,351,619) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 56,472 | 21,005 |
Amortization of debt discount | 1,734 | |
Amortization of right-of-use asset | 152,688 | 98,054 |
Shares issued for services | 201,952 | 308,479 |
Incentive bonus shares issued to CEO and employees | 241,670 | |
Reserve (recovery) for bad debt | 32,079 | (618) |
Reserve for slow moving inventory | 54,301 | 51,700 |
Shares issued for exclusivity | 36,690 | |
Stock Based Compensation - Options | 1,154,801 | 858,695 |
Gain on settlement of debt | (10,000) | |
Gain on the forgiveness of the PPP loans | (275,760) | |
Changes in operating assets and liabilities | ||
Change in accounts receivable, net | (32,443) | 30,658 |
Change in accounts receivable - related parties | (9,657) | (18,882) |
Change in inventory | (649,414) | (196,383) |
Change in prepaid expenses and other current assets | (109,612) | (62,641) |
Change in other assets | 21,555 | 6,500 |
Change in accounts payable and accrued liabilities | 216,703 | (131,701) |
Change in customer deposits and unearned revenue | 118,210 | (100,855) |
Change in long term lease liability | (151,981) | (98,054) |
Change in other liabilities | 75,775 | (50,932) |
Change in accounts payable - related parties | (65,093) | (161,184) |
Net cash used in operating activities | (769,467) | (556,108) |
Cash flows from investing activities: | ||
Cash acquired from acquisition | 541,378 | |
Purchase of fixed assets | (23,677) | (5,500) |
Net cash provided (used in) by investing activities | 517,701 | (5,500) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 275,000 | 545,000 |
Proceeds from issuance of units | 365,000 | |
Proceeds from exercise of Warrants | 225,000 | |
Proceeds of debt | 159,600 | |
Repayment on notes payable | (40,000) | (60,000) |
Repayment of debt | (50,278) | (33,425) |
Net cash provided by financing activities | 549,722 | 836,175 |
Net change in cash | 297,956 | 274,567 |
Cash, beginning of year | 345,187 | 70,620 |
Cash, end of year | 643,143 | 345,187 |
Supplemental disclosures of cash flow information: | ||
Cash Paid for Interest | 9,141 | 10,024 |
Cash Paid for Income Taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Loan payable for purchase of vehicle | 55,841 | |
Shares issued for acquisition | 1,449,919 | |
Convertible note issued for acquisition | 350,000 | |
Beneficial conversion feature on the convertible notes issued for acquisition | 12,480 | |
Operating lease obtained for operating lease liability | 160,182 | |
Equipment obtained through financing | 76,448 | |
Shares issued for the conversion of convertible debentures and accrued interest | $ 136,476 |
Description of business and sum
Description of business and summary of significant account policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of business and summary of significant account policies | Note 1. Description of business and summary of significant account policies Description of business Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world. Basis of Presentation Definition of fiscal year Principles of Consolidation Use of estimates Going Concern – The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these financial statements. We incurred net losses for the years ended December 31, 2021 and 2020 of $ 1,588,467 and $ 1,351,619 , respectively. The Company had an accumulated deficit as of December 31, 2021 of $ 14,544,604 . On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. While we are not able to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations. The extent to which the coronavirus impacts our results and financial condition, however, will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain and treat its impacts, among others. The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued common stock and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of restricted common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. Cash and equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 205,500 and $ 0 in excess of the FDIC insured limit. Accounts receivable 46,555 16,872 Inventory Property and equipment and leasehold improvements 3 5 The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Revenue Recognition We account for our revenues in accordance with the Accounting Standard Codification topic 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principal is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive. We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. Lease Accounting We account for leases in accordance with ASC 842. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2021 and 2020. Our leases generally have terms that range from three years for equipment and three to six years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2021 December 31, 2020 Right-of-use assets Operating lease assets $ 454,475 $ 446,981 Current lease liabilities Current operating lease liabilities $ 232,283 $ 107,691 Non-current lease liabilities Long-term operating lease liabilities 222,899 339,290 Total lease liabilities $ 455,182 $ 446,981 Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) 2.34 3.69 Weighted average discount rate 6.11 % 5.91 % The components of lease costs were as follows: Schedule of Lease Cost December 31, 2021 December 31, 2020 Operating lease cost $ 171,292 $ 127,650 Variable lease cost 2,125 5,729 Total lease costs $ 173,417 $ 133,379 Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2021 December 31, 2020 Cash paid for operating lease liabilities $ 171,272 $ 127,654 Operating right of use assets obtained in exchange for operating lease liabilities $ 160,182 $ - Maturities of lease liabilities were as follows as of December 31, 2021: Schedule of Maturities of Operating Lease Liabilities Trebor Industries BMG Office Submersible Systems Lease Copier Total lease 2022 62,953 63,576 122,935 2,796 252,260 2023 64,842 65,484 10,265 422 141,013 2024 49,717 50,586 - - 100,303 2025 - - - - - Total 177,512 179,646 133,200 3,218 493,576 Less: Imputed interest (14,213 ) (14,384 ) (9,342 ) (455 ) (38,394 ) Present value of lease liabilities $ 163,299 $ 165,262 123,858 $ 2,763 $ 455,182 Product development costs Advertising and marketing costs – The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which they occur. Advertising and trade show expense incurred for the years ended December 31, 2021 and 2020, totaled $ 343,232 and $ 154,642 respectively. Research and development costs Research and Development 75,439 115,156 Customer deposits and unearned revenue and returns policy 50 15 143,938 20,353 Warranty policy Guarantor’s Guarantees 13,680 13,680 Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Stock-based compensation During the years ended December 31, 2021 and 2020, the Company recognized share based compensation with a fair value of $ 201,952 and $ 550,149 , respectively. Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2021, and 2020, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. Loss per common share – Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic loss per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At December 31, 2021 and December 31, 2020, 254,577,924 and 210,500,305 , respectively, potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible note agreements, outstanding warrants, outstanding stock options and the conversion of preferred stock. New accounting pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 2. Inventory Inventory consists of the following as of: Schedule of Inventory 2021 2020 December 31, 2021 2020 In-Transit Inventory 130,000 - Raw materials 1,144,190 408,841 Work In Process 99,858 - Finished goods 521,212 454,950 Total Inventory, net $ 1,895,260 $ 863,791 As of December 31, 2021 and 2020, the Company recorded reserves for obsolete or slow moving inventory of approximately $ 308,133 227,657 respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 December 31, 2021 2020 Prepaid inventory $ 166,951 $ 85,028 Prepaid expenses and other current assets 60,507 26,136 Total prepaid expenses and other current assets $ 227,458 $ 111,164 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment consist of the following as of: Schedule of Property and Equipment 2021 2020 December 31, 2021 2020 Tooling and equipment $ 427,044 $ 233,839 Computer equipment and software 54,056 27,469 Vehicles 79,557 79,557 Leasehold improvements 68,560 43,779 Total property and equipment 629,217 384,644 Less: accumulated depreciation and amortization (359,152 ) (241,231 ) Total property and equipment, net $ 270,065 $ 143,413 Depreciation and amortization expense totaled $ 32,377 and $ 21,005 for the years ended December 31, 2021 and 2020, respectively. Included in the depreciation and amortization expense for the year ending December 31, 2021 is $ 24,095 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 5. Other Assets Other assets at December 31, 2021 of $ 14,098 consisted of refundable deposits of $ 14,098 . Other assets at December 31, 2020 of $ 13,649 consisted of refundable deposits of $ 6,649 and an unamortized license fee of $ 7,000 . |
Customer Credit and Vendor Conc
Customer Credit and Vendor Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Customer Credit and Vendor Concentrations | Note 6. Customer Credit and Vendor Concentrations The Company sells to three entities owned by the brother of Robert M. Carmichael and three companies owned by Robert M. Carmichael as further discussed in note 7 - Related Parties Transactions. Combined sales to these six entities for the years ended December 31, 2021 and 2020, represented 17.9 % and 18.4 %, respectively, of total net revenues. Brownie’s Southport Divers, Inc. represented concentration in outstanding accounts receivable of 25.3 19.8 Additionally, the Company has a non-related party customer A that represented 10.6 10.6 The company had no customers that consisted of more than 10% of total revenue for the years ended December 31, 2021 and 2020. In excess of 90 % of our total net revenues are made up of product sales to customers within the state of Florida. The Company has no vendor concentrations beyond 10% of total purchases as of December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions We sell products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies owned by the brother of Robert Carmichael. Combined net revenues from these entities for the years December 31, 2021 and 2020, totaled $ 1,116,085 821,474 50,818 7,195 17,779 29,443 6,643 8,237 We also sell products to Brownie’s Global Logistics, LLC (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Robert Carmichael. Combined net revenues from these three entities for the years ended December 31, 2021 and 2020 were $ 245 16,943 897 23,321 We owed BGL $ 32,267 and $ 102,360 at December 31, 2021 and 2020, respectively, which represents purchase of inventory including batteries for Sea Lion (battery operated unit) and Honda engines for our regular gasoline powered units. As of December 31, 2021, the Company also had an amount due of $ 5,000 We are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. The agreement provides for a royalty to be paid equal to the greater of 2.5 % on all sales of Trebor or $ 15,000 per quarter. Total royalty fees paid to 940 A in the years ended December 31, 2021 and 2020 totaled $ 75,161 and $ 67,808 , respectively. The Company had accrued royalties of $ 7,735 4,280 As of December 31, 2021 Christopher Constable had an open accounts receivable balance of $ 428 As of December 31, 2021, two employees had open accounts receivable balances totaling $ 184 Effective July 29, 2019 the Company agreed to pay the members of the Company’s Board of Directors, including Mr. Carmichael, a management director, an annual fee of $ 18,000 85,500 36,000 121,500 In December 2018, the Company issued 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus. As the vesting of the shares was subject to continued employment by Mr. Carmichael through January 2, 2020, for the years ended December 31, 2020, the Company treated the shares as issued but not as yet outstanding for the year ended December 31, 2019. Expense for the issuance is being recognized over the full vesting period, and accordingly, the Company recognized stock compensation expense of $ 1,280 during the year ended December 31, 2020 and was fully expensed. See note 13. Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 10,380,952 shares of common stock to Blake Carmichael. The options were issued pursuant to a stock option grant agreements and are exercisable at $ 0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $ 43,582 using the Black-Scholes option pricing model with the following assumptions: (i) risk free interest rate of 2.10 %, (ii) expected life of 5 , (iii) dividend yield of 0 %, (iv) expected volatility of 172 %. Stock option expense recognized for the year ended December 31, 2020 was $ 5,362 and was fully expensed. See Note 13. Effective July 29, 2019 the Company issued Robert M. Carmichael options to purchase up to 20,761,904 shares of common stock. The options were issued pursuant to a Grant Agreement and are exercisable at $ 0.018 per share for a period of five years from the date of issuance, subject to vesting over a period of six months. The fair value of the options totaled $ 87,147 using the Black-Scholes option pricing model with the following assumptions:(i) risk free interest rate of 2.10 %, (ii) expected life of 5 years , (iii) dividend yield of 0 %, (iv) expected volatility of 172 %. Stock option expense of $ 10,274 was recognized for the year ended December 31, 2020 and was fully expensed. See Note 13 In January 2020 the Company issued 2,647,065 45,000 In February 2020 the Company issued 12,500,000 .01 125,000 In April, 2020 the Company issued 10,000,000 .01 100,000 Also, in April 2020 the Company sold an aggregate of 10,000,000 shares of its common stock at a purchase price $ 0.025 per share to Mr. Hyatt, resulting in proceeds to the Company of $ 250,000 . On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael. Under the terms of the option agreement, as additional compensation the Company granted Mr. Carmichael an option to purchase up to an aggregate of 125,000,000 shares of the Company’s common stock at an exercise price of $ .045 per share. This option is further detailed in Note 11. During the years ended December 31, 2021 and December 31, 2020 the Company expensed $ 874,021 and $ 655,515 in relation to this option agreement, respectively. See Note 13 On May 21, 2020, the Company issued to Mr. Carmichael a total 725,087 shares with a fair value of $ 31,904 for his work on the BLU3-VENT project. See Note 13 On August 31, 2020, September 30, 2020 and October 31, 2020 the Company issued and aggregate of 2,795,000 shares with a fair market value of $ 45,292 to Christopher Constable on behalf of Brandywine, LLC in accordance with a consulting contract dated August 10, 2020. This consulting agreement was terminated upon the execution of Mr. Constable’s employment agreement. See Note 13 On November 5, 2020 the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable as part of his employment agreement as the Company’s Chief Executive Officer. Under the terms of the option agreement, the Company granted Mr. Constable a 5-year option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $ .0184 , the “Compensation Options”. The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $ 106,199 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .16 %, ii) expected life of 2.5 years, iii) dividend yield of 0 %, iv) expected volatility of 341 %. Stock option expense recognized during the year ended December 31, 2020 for this option was $ 106,890 . See Note 13. Also, on November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr. Constable. Under the terms of this option agreement, as additional compensations, the Company granted an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 shares of the Company’s common stock at an exercise price of $ .0184 per share. This option is further detailed in Note 13. During the year ended December 31, 2021, the company expensed $ 82,734 and $ 0 On March 25, 2021, the Company issued 27,500,000 275,000 As of December 31, 2021, options to purchase 25,000,000 shares of common stock held by Mr. Carmichael vested in accordance with Carmichael Option agreement as further discussed in Note 13 of these financial statements. On August 1, 2021 as part of the Blake Carmichael Agreement (see Note 14) the Company entered into a Non-Qualified Stock Option agreement with Blake Carmichael. Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year option to purchase 3,759,400 shares of the Company’s common stock at an exercise price of $ 0.0399 (the “BC Compensation Options”), 33.3% of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date and (ii)(ii) a 5 -year option to purchase up to 18,000,000 shares to vest annually on a contract year basis, based upon the achievement of certain financial metrics tied to revenue and EBITDA. For the year ended December 31, 2021 the company expensed a total of $ 21,810 On September 1, 2021, the Company issued Charles Hyatt, a member of our Board of Directors, 10,000,000 0.025 250,000 On September 1, 2021, the Company issued Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 0.025 15,000 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following as of: Schedule of Accounts Payable and Accrued Liabilities December 31, 2020 December 31, 2020 Accounts payable trade and other $ 516,957 $ 244,626 Accrued payroll and fringe benefits 165,969 96,241 Accrued warranty expense 13,680 13,680 Accrued payroll taxes and withholding 9,106 9,268 Accrued Sales Tax 29,339 - Accrued interest 9,332 23,162 Total $ 744,383 $ 386,977 Balances due certain vendors are in arrears to varying degrees. The Company is handling all delinquent accounts on a case-by-case basis. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 9. Other Liabilities Other liabilities consist of the following as of: Schedule of Other Liabilities December 31, 2021 December 31, 2020 Asset purchase agreement payable $ - $ 12,857 Accrued expenses 66,424 2,460 Accrued Board of Directors fees 121,500 85,500 Total $ 187,924 $ 100,817 |
Convertible Debentures, and Loa
Convertible Debentures, and Loans Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debentures, and Loans Payable | Note 10. Convertible Debentures, and Loans Payable Convertible Debentures Convertible debentures consist of the following at December 31, 2021: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 8/31/11 8/31/13 5 % 10,000 (4,286 ) - - - - (1 ) 12/01/17 12/31/21 6 % 50,000 (12,500 ) - - - - (2 ) 12/05/17 12/31/21 6 % 50,000 (12,500 ) - (3 ) 9/03/21 9/03/24 8 % 346,500 (12,355 ) 346,500 (10,639 ) 335,861 9,240 (4 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (107 ) 3,393 92 (5 ) $ 350,000 $ (10,746 ) $ 339,254 $ 9,332 Convertible debentures consist of the following at December 31, 2020: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,694 (1 ) 12/01/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 9,250 (2 ) 12/05/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 9,218 (3 ) $ 110,000 $ — $ 110,000 $ 23,162 (1) The Company borrowed $ 10,000 30% 4,286 4,777 422,209 (2) On December 1, 2017, the Company issued a $ 50,000 6% December 1, 2018 The conversion price under the note initially ranged from $ 0.02 0.125 9.99 0.01 32,000 10,554 6,055,358 (3) On December 5, 2017, the Company issued a $ 50,000 6% December 4, 2018 The conversion price under the note initially ranged from $ 0.02 0.125 9.99 0.01 99,000 11,145 6,114,516 (4) On September 3, 2021, the Company issued a $ 346,500 note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note carries 8% unsecured convertible promissory note, due September 3, 2024. Payments on the note are to be equivalent to 50% of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable in company stock at the conversion price of $ .051272 and shall be paid quarterly. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 12,355 for the beneficial conversion feature. (5) On September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable calendar quarterly commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company at the conversion price of $ .051272 per share. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 125 for the beneficial conversion feature. Loans Payable Gonzales Note The Company entered into a non-interest-bearing loan agreement of $ 200,000 40,000 60,000 Hoboken Note The Company issued an unsecured, non-interest-bearing note of $ 10,000 with Hoboken Street Association on October 15, 2016. The note was forgiven as part of the conversion of the Hoboken Convertible Note on February 22, 2021 as described above. The Company recorded a gain on settlement of debt of $ 10,000 . The note balance as of December 31, 2021 and December 31, 2020 was $ 0 and $ 10,000 , respectively Marlin Note On September 30, 2019, BLU3 financed the purchase of certain plastic molding equipment through Marlin Capital Solutions (“Marlin Capital”). The loan amount at inception was $ 96,725 . The Company entered into an Equipment Finance Agreement with Marlin Capital pursuant to which it agreed to make 36 equal monthly installments of $ 3,143.80 . The Equipment Finance Agreement contains customary events of default. The loan balance was $ 25,079 as of December 31, 2021 and $ 60,070 Schedule of Future Amortization of Loans Payable Payment Amortization 2022 25,079 2023 2024 2025 2025 and thereafter Balance Total Loan Payments $ 25,079 Current portion of Loan payable (25,079 ) Non-Current Portion of Loan Payable $ - Mercedes Benz Note On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $ 55,841 with a zero interest rate payable over 60 months with a monthly payment of $ 931 and is personally guaranteed by Mr. Carmichael. The loan balance as of December 31, 2021 was $ 43,122 and $ 52,118 Schedule of Future Amortization of Loans Payable Payment Amortization 2022 11,168 2023 11,168 2024 11,168 2025 and thereafter 9,618 Total note payments $ 43,122 Current portion of note payable (11,168 ) Non-Current Portion of notes payable $ 31,954 Navitas Note On May 19, 2021, the Company, through its wholly owned subsidiary BLU3, executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 75,764 payable over 60 equal monthly installments of $ 1,611 (the “Navitas Note”). The equipment finance agreement contains customary events of default. The agreement was fully funded as of December 31, 2021. Schedule of Future Amortization of Loans Payable Payment Amortization 2022 14,155 2023 15,342 2024 16,629 2025 18,024 Balance 6,007 Total Note Payments $ 70,157 Current portion of Note payable (14,155 ) Non-Current Portion of Note Payable $ 56,002 PPP Loan On May 12, 2020, we received an unsecured loan from South Atlantic Bank in the principal amount of $ 159,600 The term of the note is two years 8,983 159,600 The note balance as of December 31, 2021 and December 31, 2020 was $ 0 and $ 159,600 , respectively. PPP Loan – Submersible Systems, Inc. On May 12, 2020, SSI received an unsecured loan from City National Bank in the principal amount of $ 116,160 The term of the note is two years one percent per year 6,925 121,953 The note balance as of December 31, 2021 and December 31, 2020 was $ 0 and $ 116,160 respectively. |
Merger with Submersible Systems
Merger with Submersible Systems, Inc. | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger with Submersible Systems, Inc. | Note 11. Merger with Submersible Systems, Inc. On September 3, 2021, the Company completed its merger with Submersible Systems, Inc. Under the terms of the Merger Agreement, the Company paid $ 1.79 million in consideration consisting of the issuance of 27,305,442 shares of its common stock (valued at $ 1.4 million), the issuance of $ 350,000 in 8 % unsecured convertible promissory notes in exchange for all of the equity of Submersible. The 27,305,442 shares of the Company’s common stock issued for the $ 1.44 million in consideration are subject to leak out agreements whereby the shareholders are unable to sell or transfer based upon the following: Summary of Holding Period and Shares Eligible to be Sold Holding Period from Closing Date Percentage of shares 6 months Up to 12.5 9 months Up to 25.0 24 months Up to 75.0 36 months Up to 100.0 The Leak-Out provision may be waived by the Company, upon written request by the holder of the common stock, if the Company is trading on either the NYSE American or Nasdaq, and has a rolling 30-day average trading volume of 50,000 shares per day; provided, however The transaction costs associated with the Merger were $ 65,000 40,000 1,190,476 55,952 Fair Value of Consideration Transferred and Recording of Assets Acquired The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed $ 1,449,919 Common stock, 27,305,442 $ 1,449,919 8% Unsecured, Convertible promissory note payable to seller 350,000 Total purchase price $ 1,799,919 Tangible assets acquired $ 1,101,604 Liabilities assumed (294,671 ) Net tangible assets acquired 806,933 Identified Intangible Assets Customer Relationships $ 600,000 Trademarks 121,000 Non-compete agreements 22,000 Total Intangible Assets 743,000 Goodwill $ 249,986 Total purchase price $ 1,799,919 In determining the number of shares of the common stock issued, the Company considered the value of the stock as defined the Merger Agreement to be the calculated based on the volume weighted average price of a share of the Company’s common stock on the OTC Markets (“VWAP”) for (i) 180 days prior to the date of the parties’ execution and delivery of the binding term sheet for the Merger or (ii) 180 days prior to the closing date of the Merger, whichever results in a lower VWAP. Based on this calculation, the Company utilized calculation (i) resulting in a conversion price of $ .051271831. 27,305,442 1,449,919 Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the acquisition is attributable to the value of the potential expanded market opportunity with new customers. The goodwill is not expected to be deductible for tax purposes. As December 31, 2021, the Company has recorded an estimated fair value of the intangible assets and goodwill of $ 992,986 Pro Forma Information The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2021. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Business Acquisition, Pro Forma Information Year ended December 31, 2021 Revenue $ 7,259,384 Net Loss $ (1,560,900 ) Basic and Diluted Loss per Share $ (0.00 ) Basic and Diluted Weighted Average Common Shares Outstanding 368,144,534 The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amounts above for basic and diluted weighted average shares outstanding have been adjusted to include the stock issued in connection with the acquisition of SSI. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 12. Goodwill and Intangible Assets, Net The following table sets for the changes in the carrying amount of the Company’ Goodwill for the year ended December 31, 2021 Summary of Changes in Goodwill 2021 Balance, January 1 $ - Acquisitions of Submersible Systems, Inc. 249,986 Balance, December 31 $ 249,986 The following table sets for the components of the Company’s intangible assets at December 31, 2021: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (2,628 ) $ 118,372 Customer Relationships 10 600,000 (20,000 ) 580,000 Non-Compete Agreements 5 22,000 (1,467 ) 20,533 Total $ 743,000 $ (24,095 ) $ 718,905 The aggregate amortization remaining on the intangible assets as of December 31, 2021 is a follows: Schedule of Estimated Intangible Assets Amortization Expenses Intangible Amortization 2022 72,467 2023 72,467 2024 72,467 2025 72,467 Thereafter 429,037 Total $ 718,905 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 13. Shareholders’ Equity Common Stock The Company had 393,850,475 306,185,206 In December 2018, the Company issued 20,000,000 shares of common stock to Robert M. Carmichael as an incentive bonus with a fair value of $ 200,000 . As the shares are subject to continued employment by Mr. Carmichael through January 2, 2020. Expense for the issuance was recognized over the full vesting period, and accordingly, the Company recognized stock compensation expense of $ 1,280 year ended December 31, 2020 and was fully expensed. In January 2020 the Company issued 2,647,065 45,000 In February 2020 the Company issued 12,500,000 125,000 On June 9, 2020 the Company issued an aggregate of 330,636 9,520 On April 2, 2020 the Company issued 10,000,000 .01 100,000 On April 10, 2020 the Company sold an aggregate of 20,000,000 0.025 500,000 On April 9, 2020, the Company issued to an investor relations consultant, 3,000,000 133,500 On April 9, 2020, the Company issued, to a corporate communications consultant 2,000,000 89,000 On April 28, 2020, the Company issued 1,333,333 64,000 On May 21, 2020, the Company issued 3,658,633 160,980 725,087 31,904 849,305 37,369 In the third quarter of 2020 the Company issued 280,038 5,890 In the third and fourth quarters of 2020 the Company issued 2,795,000 45,659 On December 15, 2020, the Company issued 2,100,000 40,320 On February 22, 2021, the Company issued 422,209 14,777 On March 1, 2021, the Company issued a consultant 3,000,000 120,000 On March 25, 2021, the Company issued 27,500,000 275,000 On February 28, 2021, the Company issued 116,279 5,000 On June 10, 2021, the Company issued 6,055,358 60,554 On August 18, 2021, the Company issued 6,114,516 61,145 On September 1, 2021, the Company issued Mr. Charles F. Hyatt, a member of our Board of Directors, 10,000,000 0.025 250,000 On September 1, 2021, the Company issued Ms. Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 0.025 15,000 In September, 2021, the Company issued 4,000,000 units of the securities of the Company to three accredited investors, with the unit consisting of 1 share of common stock and 1 24 month common stock purchase warrants exercisable at $ 0.025 per share in consideration of $ 100,000 . The Company did not pay any fees or commissions in connection with the sale of the unit. On September 3, 2021, the Company issued 273,054 14,499 On September 3, 2021, the Company issued 27,032,388 1,435,420 On September 22, 2021, the Company issued a law firm 1,190,476 55,952 In November and December, 2021 the Company issued 597,006 21,000 On December 31, 2021 the Company issued 763,983 36,690 Preferred Stock During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 425,000 18.23 Series A Convertible Preferred Stock are entitled to 250 votes for each share held 425,000 Equity Compensation Plan On May 26, 2021 the Company adopted an Equity Compensation Plan (the “Plan”). Under the Plan, Stock Options may be granted to Employees, Directors, and Consultants in the form of Incentive Stock Options or Non-statutory Stock Options, Stock Purchase Rights, time vested and/performance invested Restricted Stock, and Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan. The maximum number of shares that may be issued under the Plan shall be 25,000,000 Equity Compensation Plan Information as of December 31, 2021: Schedule of Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 2,125,000 $ .0434 22,875,000 Equity Compensation Plans Not Approved by Security Holders — — — Total 2,125,000 $ .0434 22,875,000 Options Effective July 29, 2019 the Company issued options to purchase up to an aggregate of 10,380,952 0.018 five years 43,582 2.10 5 0 172 5,362 Effective July 29, 2019 the Company issued Robert M. Carmichael options to purchase up to 20,761,904 0.018 five years 87,147 2.10 5 years 0 172 10,724 Effective January 6, 2020 the Company issued options to purchase up to 2,000,000 shares of common stock to Mr. Jeffrey Guzy. The options were issued pursuant to a stock option grant agreement and is exercisable at $ 0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $ 40,107 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.55 %, ii) expected life of 1.5 years, iii) dividend yield of 0 %, iv) expected volatility of 250 %. Stock option expense recognized during the year ended December 31, 2020 for this option was $ 40,107 and was fully expensed at grant date. Effective January 11, 2020 the Company issued options to purchase up to 2,000,000 shares of common stock to BizLaunch Advisors, LLC. The options were issued pursuant to a professional services agreement and are exercisable at $ 0.0229 per share for a period of three years from the date of issuance. The options were immediately vested. The fair value of the options on the date of the grant was $ 40,097 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of 1.54 %, ii) expected life of 1.5 years, iii) dividend yield of 0 %, iv) expected volatility of 250 %. Stock option expense recognized during the year ended December 31, 2020 for this option was $ 40,097 and was fully expensed at grant date. On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael (the “Carmichael Option Agreement”). Under the terms of the Carmichael Option Agreement, as additional compensation the Company granted Mr. Carmichael an option (the “Carmichael Option”) to purchase up to an aggregate of 125,000,000 .045 75,000,000 50,000,000 ● the right to purchase 25,000,000 3,500,000 ● the right to purchase an additional 25,000,000 7,000,000 ● the right to purchase an additional 25,000,000 10,500,000 The Carmichael Option Agreement provides that the Carmichael Option is exercisable by Mr. Carmichael on a cashless basis. The Carmichael Option is not transferrable by Mr. Carmichael, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Carmichael Option vests, it is exercisable by Mr. Carmichael for 90 days. Any portion of the Carmichael Option which does not vest during the Net Revenue Period lapses and Mr. Carmichael has no further rights thereto. The fair value of the Carmichael Option on the date of the grate was $ 4,370,109 .26 1.5 0 320 874,022 655,515 On November 5, 2020 the company entered into a Non-Qualified Stock Option agreement with Christopher Constable the “Constable Option Agreement” as part of his employment agreement. Under the terms of the option agreement, the Company granted Mr. Constable a 5 year option to purchase 5,434,783 shares of the Company’s common stock at an exercise price of $ .0184 , the “Compensation Options”. The Compensation Options were immediately vested. The fair value of the options on the date of the grant was $ 106,199 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .16 %, ii) expected life of 2.5 years, iii) dividend yield of 0 %, iv) expected volatility of 341 %. Stock option expense recognized during the year ended December 31, 2020 for this option was $ 106,890 and was fully expensed on grant date. As part of the Constable Option Agreement the company also granted Mr. Constable an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 .0184 10,000,000 20,000,000 ● the right to purchase 2,000,000 5,000,000 ● the right to purchase an additional 3,000,000 7,500,000 ● the right to purchase an additional 5,000,000 10,000,000 The Constable Option Agreement provides that the Compensation Options and Bonus Options are exercisable by Mr. Constable on a cashless basis. The Carmichael Option is not transferrable by Mr. Constable, and he must remain an employee of the Company as an additional term of vesting. Once a portion of the Constable Option vests, it is exercisable by Mr. Constable for 4 years. The fair value of the Bonus Options on the date of the grant was $ 578,082 .14 2.0 0 312.2 82,734 0 Effective June 14, 2021 the Company issued options to purchase up to an aggregate of 1,125,000 shares of common stock to various employees under the Plan. The options were issued pursuant to a stock option grant agreements and are exercisable at $ 0.036 per share for a period of four years from the date of issuance, with 12.5% of the options vesting each fiscal quarter over a period of two years 38,369 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .21 %, ii) expected life of 2 years, iii) dividend yield of 0 %, iv) expected volatility of 304.77%. The stock options expense recognized for the Year ended December 31, 2021 was $ 13,843 . On August 1, 2021 as part of the Blake Carmichael Employment Agreement (as defined below), the Company entered into a Non-Qualified Stock Option agreement with Blake Carmichael. Under the terms of the Blake Carmichael Employment agreement, the Company will enter into an option contract that will grant Blake Carmichael a 5 year option to purchase 3,759,400 shares of the Company’s common stock at an exercise price of $ .0399 , (the “BC Compensation Options”). The BC Compensation Options vest 33.3% upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date. The fair value of the options on the date of the grant was $ 149,076 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .25 %, ii) expected life of 2.5 0 %, iv) expected volatility of 346.36 %. The Company expensed $ 49,692 as of December 31, 2021. As part of the Blake Carmichael Agreement the company entered into a Non-Qualified Stock option agreement (the “BC Bonus Options”) that will grant Blake Carmichael a 5-year option to purchase up to 18,000,000 shares to be vested annually on a contract year basis, based upon the achievement of certain financial metrics tied to Revenue and EBITA. The fair value of the BC Bonus Options was $ 713,777 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .25 %, ii) expected life of 2.5 years, iii) dividend yield of 0 %, iv) expected volatility of 346.36 %, v) exercise price of .0399 per share. The measurement period for these options began in August, 2021. As of December 31, 2021 the Company deemed that there was an opportunity for 3% of the total option to vest and an option expense of $ 21,810 was expensed for the year ended December 31, 2021. During the Third Quarter, 2021 the Company issued options to purchase up to an aggregate of 175,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $ .044 to $ .049 per share for a periods ranging from three to four years of from the date of issuance, with quarterly vesting periods over one to two years. The fair value of the options totaled $ 7,149 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate from .155 % to .20 %, ii) expected life of 1.5 to 2 years, iii) dividend yield of 0% , iv) expected volatility of 249.38 % to 287.12 %. The stock options expense recognized for the year ended December 31, 2021 was $ 2,989 . Effective September 3, 2021 the Company issued options to purchase up to an aggregate of 300,000 shares of common stock to Christeen Buban, President of SSI under the Plan. The options were issued pursuant to the Buban Agreement and a stock option grant agreement and is exercisable at $ 0.053 per share for a period of five years from the date of issuance, with 12.5 % of the options vesting each fiscal quarter over a period of two years. The fair value of the options totaled $ 15,814 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .315 %, ii) expected life of 2.5 0 %, iv) expected volatility of 339.21 %. The stock options expense recognized for the year ended December 31, 2021 was $ 3,953 . As part of the Buban Agreement the company is also obligated to enter into a Non-Qualified Stock option agreement (the “Buban Bonus Options”) that will grant Mrs. Buban a 5 -year option to purchase up to 7,110,000 shares to be vested annually on a contract year basis, based upon the achievement of certain financial metrics tied to Revenue and EBITA. The fair value of the Buban Bonus Options was $ 374,786 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .3150 %, ii) expected life of 2.5 years, iii) dividend yield of 0 %, iv) expected volatility of 339.21 %, v) exercise price of .0531 per share. The measurement period for these options began on September 3, 2021. The company deemed that there was no option expense to be recognized for the year ended December 31, 2021. Effective September 3, 2021 the Company issued options to purchase up to an aggregate of 500,000 shares of common stock to various employees of SSI under the Plan. The options were issued pursuant to a stock option grant agreement and is exercisable at $ 0.0531 per share for a period of four years from the date of issuance, with 12.5 % of the options vesting each fiscal quarter over a period of two years . The fair value of the options totaled $ 25,201 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .21 %, ii) expected life of 2 years, iii) dividend yield of 0 %, iv) expected volatility of 276.1 %. The stock options expense recognized for the year ended December 31, 2021 was $ 6,300 . During the Fourth Quarter, 2021 the Company issued options to purchase up to an aggregate of 100,000 shares of common stock to two employees under the Plan. The options were issued pursuant to stock option grant agreements and are exercisable at a range of $ .040 to $ .0419 per share for a period of four years of from the date of issuance, with quarterly vesting periods over two years. The fair value of the options totaled $ 3,863 using the Black-Scholes option pricing model with the following assumptions: i) risk free interest rate of .204 % ii) expected life of 2 years, iii) dividend yield of 0 %, iv) expected volatility of 249.38 % to 287.12 %. The stock options expense recognized for the year ended December 30, 2021 was $ 482 . On November 5, 2021 the company entered into a Non-Qualified Stock Option agreement with Christopher Constable the “Constable Option Agreement” as part of his employment agreement. Under the terms of the option agreement, the Company granted Mr. Constable a 5 2,403,846 .041 98,976 .53 2.5 0 269.12 98,976 A summary of the Company’s stock option as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below: Schedule of Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Outstanding at December 31, 2019 35,295,237 $ 0.018 4.58 Granted 164,434,783 0.0354 Forfeited - - Exercised - - Cancelled - - Outstanding – December 31, 2020 199,730,020 $ 0.0323 2.84 Exercisable – December 31, 2020 44,730,020 $ 0.0185 3.59 $ 168,892 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Outstanding at December 31, 2020 199,730,020 $ 0.0323 2.84 Granted 33,473,246 0.0430 Forfeited (75,000 ) 0.0360 Exercised - - Cancelled - - Outstanding – December 31, 2021 233,128,266 $ 0.0362 2.23 Exercisable – December 31, 2021 76,068,249 $ 0.0284 2.30 $ 795,201 Warrants On February 25, 2020, Mr. Hyatt, a member of the Company’s Board of Directors, partially exercised a warrant for the acquisition of 12,500,000 .01 125,000 On April 2, 2020 Mr. Hyatt purchased 10,000,000 .01 100,000 27,500,000 In the first quarter of 2020 warrants to purchase 2,608,725 On September 1, 2021, the Company issued Mr. Charles F. Hyatt, a member of our Board of Directors, 10,000,000 0.025 250,000 On September 1, 2021, the Company issued Ms. Grace Hyatt, the adult child of a member of our Board of Directors, 600,000 0.025 15,000 In September, 2021, the Company issued 4,000,000 0.025 100,000 A summary of the Company’s warrants as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Number of Warrants Exercise Price Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2019 52,608,725 $ 0.01 4.58 Granted - - Forfeited - - Exercised (22,500,000 ) 0.01 Cancelled (30,108,725 ) 0.0115 Outstanding – December 31, 2020 - $ - - Exercisable – December 31, 2020 - $ - - $ - Weighted Weighted Average Average Remaining Number of Warrants Exercise Price Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - - Granted 14,600,000 0.0250 Forfeited - - Exercised - - Cancelled - Outstanding – December 31, 2021 14,600,000 $ 0.0250 1.67 Exercisable – December 31, 2021 14,600,000 $ 0,0250 1.67 $ 153,300 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made. The components of the provision for income tax expense are as follows for the years ended: Schedule of Provision for Income Tax Expense 2020 2019 December 31, 2021 2020 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 40,100 38,600 Change in valuation allowance (40,100 ) (38,600 ) Provision for income tax expense $ — $ — The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020: Summary of Significant Components of Deferred Tax Assets and Liabilities 2020 2019 December 31, 2021 2020 Deferred tax assets: Equity based compensation $ 154,400 $ 154,400 Allowance for doubtful accounts 11,700 4,300 Reserves for slow moving inventory 46,600 46,500 Amortization 4,100 - Depreciation 1,900 2,900 Net operating loss carryforward 1,285,500 1,336,300 Total deferred tax assets 1,504,200 1,544,400 Valuation allowance (1,504,200 ) (1,544,400 ) Deferred tax assets, net of valuation allowance $ - $ - The effective tax rate used for calculation of the deferred taxes as of December 31, 2021 was 25.35 %. The Company has established a 100 % valuation allowance against deferred tax assets of $ 1,504,200 , due to the uncertainty regarding realization reserve against the deferred tax assets. The change in valuation allowance was an increase of $ 40,100 . The Company has approximately $ 3,465,000 of net loss carryforward that expire through 2037 1,607,000 that carryforward indefinitely, but is limited to 80% of taxable income in any one year . The effective tax rate used for calculation of the deferred taxes as of December 31, 2020 was 25.35 %. The Company has established a 100 % valuation allowance against deferred tax assets of $ 1,544,400 due to the uncertainty regarding realization reserve against the deferred tax assets. The change in valuation allowance was an increase of $ 38,100 . The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate 2020 2019 December 31, 2021 2020 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.35 )% (4.35 )% Permanent differences 27.96 % 28.21 % Change in valuation allowance (2.61 )% (2.86 )% Effective tax rate — % — % The Company’s income tax returns for 2017 through 2021 remain subject to examination by the Internal Revenue Services and state tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies On August 14, 2014, the Company entered into a thirty-seven-month 5,367 4,000 10.76 2,000 September 30, 2024 4,626 3 On January 4, 2018, the Company entered into a sixty-one 9,300 2.5% 8,450 On November 11, 2018, the Company entered a new lease agreement for approximately 8,025 sixty-nine month 6,527 4,848 3 10.11 1,679 The Company, Trebor and other third parties, were each named as a co-defendants under actions initially filed in March 2015 in the Circuit Court of Broward County under Case No. CACE-15-03238 and CACE -16-0000242 by the Estate of Ernesto Rodriguez, claiming wrongful death and products liability resulting in the decedent’s drowning death while using a Brownie’s Third Lung product. This claim was settled in June 2020 for $ 50,000 44,200 88.4 In April 2018 the Company entered into a Patent License Agreement (the “STS Agreement”) with Setaysha Technical Solutions, LLC (“STS”) pursuant to which the Company licensed certain intellectual property, including patent rights, non-patent rights and know how from STS for use in our Ultra-Portable Tankless Dive system products. Effective December 31, 2019, the Company entered into Addendum No. 1 to the STS Agreement (“Addendum No. 1”) to amend the payment due upon the first commercial sale of NEMO. In accordance with Addendum No. 1, $ 8,250 8,250 828,221 13,500 19,635 December 31, 2024 180,000 334,961 On June 30, 2020, the Company entered into Amendment No. 2 to the STS Agreement. The amendment set certain limits and expectations of the assistance from STS related to designing and commercializing certain diving products, and revised the royalty payments due to STS as consideration for uncompensated services. The Company is obligated to pay STS a minimum yearly royalty of $ 60,000 , or $ 15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15 % per year. The minimum royalty was temporarily increased to $ 60,000 for fiscal years 2022, 2023 and 2024, with a fourth quarter true up against earned royalties. In addition, if the Company should terminate the agreements with STS prior to December 31, 2023, then the Company is obligated to pay STS $ 180,000 , less cumulative royalties paid in excess of $ 334,961 for the years 2020 through 2024. Royalty recorded in relation to this agreement totaled $ 157,855 and $ 53,929 for the years ended December 31, 2021 and 2020, respectively. In accordance with the amendment the Company will pay additional minimum royalties of $ 60,000 15,000 On April 9, 2020 the Company entered into an Investor Relations Consulting Agreement with HIR Holdings, LLC pursuant to which the Company engaged the firm to provide investor relations services. The term of the agreement is for a minimum guaranteed period of six months, and thereafter is cancellable by either party upon 30 days’ notice to the other party. As compensation the Company issued the consultant 3,000,000 133,500 On April 9, 2020 the Company also entered into a Corporate Communications Consulting Agreement with Impact IR Inc. pursuant to which the Company also engaged this firm to provide investor relations services. The term of the agreement is six months. As compensation the Company issued the consultant 2,000,000 89,000 On June 9, 2020 the Company entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year, and thereafter renew or cancel the agreement in writing 60 days before the final date. The Company will be billed $ 5,275 8,840 On August 1, 2020, BLU3 entered into an advertising and marketing agreement with Figment Design. The term of the agreement is for one year beginning August 1, 2020, and thereafter renew or cancel the agreement in writing 60 days before the final date. Figment Design will bill BLU3 $ 3,500 1,500 2,000 On August 1, 2020, BLU3 entered into a marketing agreement with This Way Media PTY, Ltd. The term of this agreement is for 11 months and can be cancelled with 30 days notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale On August 10, 2020, the Company engaged Brandywine, LLC to provide certain accounting advisory and consulting services to it under the terms of a letter agreement. As compensation for the services, we agreed to pay Brandywine, LLC an hourly rate of $ 125.00 10,000 2,795,000 On November 5, 2020 the Company and Christopher Constable entered into a three year employment agreement (the “Constable Employment Agreement”) pursuant to which the Mr. Constable shall serve as Chief Executive Officer of the Company. Previously, Mr. Constable had provided advisory services to the Company through the agreement with Brandywine LLC. In consideration for his services, Mr. Constable shall receive (i) an annual base salary of $ 200,000 100,000 5,434,783 0.0184 In addition, Mr. Constable shall be entitled to receive four-year stock options to purchase shares of common stock at an exercise price equal to $ 0.0184 2,000,000 5,000,000 3,000,000 7,500,000 5,000,000 10,000,000 20,000,000 Mr. Constable is also entitled to participate in all benefit programs the Company offers to its executives, reimbursement for business expenses and three weeks of annual paid vacation. The agreement may be terminated for cause, upon his death or disability, or by the Company without cause. Furthermore, Mr. Constable may terminate the agreement for “good reason” as defined in the agreement. If the Company terminates the Constable Employment Agreement for cause, or if it terminates upon Mr. Constable’s death or disability, or if he voluntarily terminates the agreement, neither Mr. Constable nor his estate (as the case may be) is entitled to any severance or other benefits following the date of termination. If the Company should terminate the Constable Employment Agreement without cause or if Mr. Constable terminates for good reason, the Company is obligated to continue to pay him his base salary for a period of six months. The Constable Employment Agreement also contains customary confidentiality, non-disclosure and indemnification provisions. Pursuant to the Constable Employment Agreement, Mr. Constable also agreed to serve on the Company’s Board of Directors and the Company agreed to nominate him to serve on the Board during the term of the Constable Employment Agreement. On December 15, 2020 the Company engaged Newbridge Securities Corporation to provide Investment Banking and Corporate Advisory services. The term of this agreement is for twelve months and can be terminated by either party with 14 day written notice. As compensation for this agreement the Company issued 2,100,000 40,320 On March 1, 2021, the Company entered into an investor relations consulting agreement with BGM Equity Partners, LLC. The term of the agreement is twelve months. As compensation, the Company issued 3,000,000 120,000 On May 20, 2021, the Company entered into an exclusive distribution agreement with Chrysalis Trading CC doing business as Bright Weights for exclusive distribution of the Bright Weights diving products in the United States and Caribbean. The term of the agreement is 2 500,000 36,690 On August 1, 2021, the Company and Blake Carmichael entered into a three year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael shall continue to serve as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael shall receive (i) an annual base salary of $ 120,000 five 3,759,400 .0399 33.3% of the stock option vests immediately, 33.3% vests on the second anniversary of the contract and 33.3% on the third anniversary of the agreement In addition, Blake Carmichael shall be entitled to receive a five 18,000,000 0.0399 On August 6, 2021 the Company entered into a six-month, non-exclusive mergers and acquisitions services agreement with Newbridge Securities Corporation. The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate consideration and six percent on the aggregate consideration above two million dollars . The fee shall be paid in the common stock of the Company. The equity received is subject to a holding period of six months from the closing date of the transaction. No payment has been issued in relation to this agreement. On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Mrs. Buban shall serve as the President of SSI. In consideration for his services, Mrs. Buban shall receive (i) an annual base salary of $ 110,000 10,800 five 300,000 .0531 In addition, Mrs. Buban shall be entitled to receive a five 7,110,000 0.0531 Legal The Company was a defendant in that certain lawsuit styled Basil Vann, as Personal Representative of the Estate of Jeffrey William Morris v. Brownie’s Marine Group, Inc., filed on May 6, 2019 in the Circuit Court of the 17 th 15,870.97 10,000 5,000 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segments | Note 16. Segments The Company has four 1. Legacy SSA Products, which sells recreational multi-diver surface supplied air diving systems. 2. High Pressure Gas Systems, which sells high pressure air and industrial gas compressor packages. 3. Ultra Portable Tankless Dive Systems, which sells next generation electric surface supply air diving systems and electric shallow dive system that are battery operated and completely portable to the user. 4. Redundant Air Tank Systems, which manufactures and distributes a line of high pressure tanks, redundant and rescue air systems for the military and recreational diving industries Schedule of Segment Reporting Information Years ended December 31 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Total Company 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Net Revenues $ 2,897,210 $ 2,721,753 $ 616,039 $ 489,590 $ 2,241,359 $ 1,344,630 $ 472,771 $ - $ 6,227,379 $ 4,555,973 Cost of Revenue (2,161,396 ) (1,783,857 ) (386,517 ) (310,527 ) (1,437,512 ) (997,200 ) (352,755 ) - (4,337,820 ) (3,091,584 ) Gross Profit 735,814 937,896 229,812 179,063 803,847 347,430 120,016 - 1,889,559 1,464,389 Depreciation 17,447 8,916 - - 14,479 12,089 24,546 - 56,472 21,005 Income (Loss) from operations $ (1,778,463 ) $ (1,063,871 ) $ 17,980 $ (30,876 ) $ 32,995 $ (238,313 ) $ (125,215 ) $ - (1,852,703 ) $ (1,333,060 ) Total Assets $ 1,346,096 $ 1,327,465 $ 346,499 $ 245,572 $ 903,718 $ 500,043 $ 2,077,648 $ - $ 4,673,961 $ 2,073,080 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events In February 2022 the Company issued 10,000,000 shares of common stock to Charles Hyatt, a director, upon the exercise of a common stock purchase warrant at an exercise price of $ 0.025 for $ 250,000 . In February, 2022 the Company issued 600,000 shares of common stock related to Grace Hyatt, the adult daughter of a director upon the exercise of a common stock purchase warrant at an exercise price of $ 0.025 for $ 15,000 . On January 31, 2022 and February 28, 2022 the Company issued an aggregate of 206,318 21,000 On January 19, 2022, SSI entered into a capital lease with Alliance Funding Group to secure a new piece of essential equipment for its operation. The lease has a 36 month 3,522 At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of machine was $108,675. |
Description of business and s_2
Description of business and summary of significant account policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of business | Description of business Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world. |
Basis of Presentation | Basis of Presentation |
Definition of fiscal year | Definition of fiscal year |
Principles of Consolidation | Principles of Consolidation |
Use of estimates | Use of estimates |
Going Concern | Going Concern – The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these financial statements. We incurred net losses for the years ended December 31, 2021 and 2020 of $ 1,588,467 and $ 1,351,619 , respectively. The Company had an accumulated deficit as of December 31, 2021 of $ 14,544,604 . On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. While we are not able to estimate the ultimate impact of the COVID-19 pandemic on our financial condition and future results of operations. The extent to which the coronavirus impacts our results and financial condition, however, will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge and the actions to contain and treat its impacts, among others. The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued common stock and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of restricted common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If BWMG fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
Cash and equivalents | Cash and equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 205,500 and $ 0 in excess of the FDIC insured limit. |
Accounts receivable | Accounts receivable 46,555 16,872 |
Inventory | Inventory |
Property and equipment and leasehold improvements | Property and equipment and leasehold improvements 3 5 The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. |
Revenue Recognition | Revenue Recognition We account for our revenues in accordance with the Accounting Standard Codification topic 606, “Revenue from Contracts with Customers” and all the related amendments. This standards core principal is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to receive. We recognize the sale of products under single performance obligations upon shipment of the units as that is when ownership is transferred and our performance is completed. Revenues from repair and maintenance activities is recognized when the repairs are completed and the units have been shipped. |
Lease Accounting | Lease Accounting We account for leases in accordance with ASC 842. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2021 and 2020. Our leases generally have terms that range from three years for equipment and three to six years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2021 December 31, 2020 Right-of-use assets Operating lease assets $ 454,475 $ 446,981 Current lease liabilities Current operating lease liabilities $ 232,283 $ 107,691 Non-current lease liabilities Long-term operating lease liabilities 222,899 339,290 Total lease liabilities $ 455,182 $ 446,981 Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) 2.34 3.69 Weighted average discount rate 6.11 % 5.91 % The components of lease costs were as follows: Schedule of Lease Cost December 31, 2021 December 31, 2020 Operating lease cost $ 171,292 $ 127,650 Variable lease cost 2,125 5,729 Total lease costs $ 173,417 $ 133,379 Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2021 December 31, 2020 Cash paid for operating lease liabilities $ 171,272 $ 127,654 Operating right of use assets obtained in exchange for operating lease liabilities $ 160,182 $ - Maturities of lease liabilities were as follows as of December 31, 2021: Schedule of Maturities of Operating Lease Liabilities Trebor Industries BMG Office Submersible Systems Lease Copier Total lease 2022 62,953 63,576 122,935 2,796 252,260 2023 64,842 65,484 10,265 422 141,013 2024 49,717 50,586 - - 100,303 2025 - - - - - Total 177,512 179,646 133,200 3,218 493,576 Less: Imputed interest (14,213 ) (14,384 ) (9,342 ) (455 ) (38,394 ) Present value of lease liabilities $ 163,299 $ 165,262 123,858 $ 2,763 $ 455,182 |
Product development costs | Product development costs |
Advertising and marketing costs | Advertising and marketing costs – The Company expenses the costs of producing advertisements and marketing material at the time production occurs, and expenses the costs of communicating advertisements and participating in trade shows in the period in which they occur. Advertising and trade show expense incurred for the years ended December 31, 2021 and 2020, totaled $ 343,232 and $ 154,642 respectively. |
Research and development costs | Research and development costs Research and Development 75,439 115,156 |
Customer deposits and unearned revenue and returns policy | Customer deposits and unearned revenue and returns policy 50 15 143,938 20,353 |
Warranty policy | Warranty policy Guarantor’s Guarantees 13,680 13,680 |
Income taxes | Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, they would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Stock-based compensation | Stock-based compensation During the years ended December 31, 2021 and 2020, the Company recognized share based compensation with a fair value of $ 201,952 and $ 550,149 , respectively. |
Fair value of financial instruments | Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2021, and 2020, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. |
Loss per common share | Loss per common share – Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic loss per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. At December 31, 2021 and December 31, 2020, 254,577,924 and 210,500,305 , respectively, potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible note agreements, outstanding warrants, outstanding stock options and the conversion of preferred stock. |
New accounting pronouncements | New accounting pronouncements ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company determined that the standard has no impact on its consolidated financial statements and related disclosures. |
Description of business and s_3
Description of business and summary of significant account policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2021 December 31, 2020 Right-of-use assets Operating lease assets $ 454,475 $ 446,981 Current lease liabilities Current operating lease liabilities $ 232,283 $ 107,691 Non-current lease liabilities Long-term operating lease liabilities 222,899 339,290 Total lease liabilities $ 455,182 $ 446,981 |
Schedule of Operating Lease Liabilities | Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2021 December 31, 2020 Weighted average remaining lease term (years) 2.34 3.69 Weighted average discount rate 6.11 % 5.91 % |
Schedule of Lease Cost | The components of lease costs were as follows: Schedule of Lease Cost December 31, 2021 December 31, 2020 Operating lease cost $ 171,292 $ 127,650 Variable lease cost 2,125 5,729 Total lease costs $ 173,417 $ 133,379 |
Schedule of Cash Flow Information Related to Leases | Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2021 December 31, 2020 Cash paid for operating lease liabilities $ 171,272 $ 127,654 Operating right of use assets obtained in exchange for operating lease liabilities $ 160,182 $ - |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities were as follows as of December 31, 2021: Schedule of Maturities of Operating Lease Liabilities Trebor Industries BMG Office Submersible Systems Lease Copier Total lease 2022 62,953 63,576 122,935 2,796 252,260 2023 64,842 65,484 10,265 422 141,013 2024 49,717 50,586 - - 100,303 2025 - - - - - Total 177,512 179,646 133,200 3,218 493,576 Less: Imputed interest (14,213 ) (14,384 ) (9,342 ) (455 ) (38,394 ) Present value of lease liabilities $ 163,299 $ 165,262 123,858 $ 2,763 $ 455,182 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of: Schedule of Inventory 2021 2020 December 31, 2021 2020 In-Transit Inventory 130,000 - Raw materials 1,144,190 408,841 Work In Process 99,858 - Finished goods 521,212 454,950 Total Inventory, net $ 1,895,260 $ 863,791 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2021 2020 December 31, 2021 2020 Prepaid inventory $ 166,951 $ 85,028 Prepaid expenses and other current assets 60,507 26,136 Total prepaid expenses and other current assets $ 227,458 $ 111,164 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of: Schedule of Property and Equipment 2021 2020 December 31, 2021 2020 Tooling and equipment $ 427,044 $ 233,839 Computer equipment and software 54,056 27,469 Vehicles 79,557 79,557 Leasehold improvements 68,560 43,779 Total property and equipment 629,217 384,644 Less: accumulated depreciation and amortization (359,152 ) (241,231 ) Total property and equipment, net $ 270,065 $ 143,413 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consists of the following as of: Schedule of Accounts Payable and Accrued Liabilities December 31, 2020 December 31, 2020 Accounts payable trade and other $ 516,957 $ 244,626 Accrued payroll and fringe benefits 165,969 96,241 Accrued warranty expense 13,680 13,680 Accrued payroll taxes and withholding 9,106 9,268 Accrued Sales Tax 29,339 - Accrued interest 9,332 23,162 Total $ 744,383 $ 386,977 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | Other liabilities consist of the following as of: Schedule of Other Liabilities December 31, 2021 December 31, 2020 Asset purchase agreement payable $ - $ 12,857 Accrued expenses 66,424 2,460 Accrued Board of Directors fees 121,500 85,500 Total $ 187,924 $ 100,817 |
Convertible Debentures, and L_2
Convertible Debentures, and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Short-term Debt [Line Items] | |
Schedule of Convertible Debentures | Convertible debentures consist of the following at December 31, 2021: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 8/31/11 8/31/13 5 % 10,000 (4,286 ) - - - - (1 ) 12/01/17 12/31/21 6 % 50,000 (12,500 ) - - - - (2 ) 12/05/17 12/31/21 6 % 50,000 (12,500 ) - (3 ) 9/03/21 9/03/24 8 % 346,500 (12,355 ) 346,500 (10,639 ) 335,861 9,240 (4 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (107 ) 3,393 92 (5 ) $ 350,000 $ (10,746 ) $ 339,254 $ 9,332 Convertible debentures consist of the following at December 31, 2020: Origination Maturity Interest Origination Original Period End Period End Period End Accrued Reg. 8/31/2011 8/31/2013 5 % 10,000 (4,286 ) 10,000 — 10,000 4,694 (1 ) 12/01/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 9,250 (2 ) 12/05/17 12/31/20 6 % 50,000 (12,500 ) 50,000 — 50,000 9,218 (3 ) $ 110,000 $ — $ 110,000 $ 23,162 (1) The Company borrowed $ 10,000 30% 4,286 4,777 422,209 (2) On December 1, 2017, the Company issued a $ 50,000 6% December 1, 2018 The conversion price under the note initially ranged from $ 0.02 0.125 9.99 0.01 32,000 10,554 6,055,358 (3) On December 5, 2017, the Company issued a $ 50,000 6% December 4, 2018 The conversion price under the note initially ranged from $ 0.02 0.125 9.99 0.01 99,000 11,145 6,114,516 (4) On September 3, 2021, the Company issued a $ 346,500 note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note carries 8% unsecured convertible promissory note, due September 3, 2024. Payments on the note are to be equivalent to 50% of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable in company stock at the conversion price of $ .051272 and shall be paid quarterly. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 12,355 for the beneficial conversion feature. (5) On September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable calendar quarterly commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company at the conversion price of $ .051272 per share. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 125 for the beneficial conversion feature. |
Marlin Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 25,079 2023 2024 2025 2025 and thereafter Balance Total Loan Payments $ 25,079 Current portion of Loan payable (25,079 ) Non-Current Portion of Loan Payable $ - |
Mercedes Benz Note [Member] | |
Short-term Debt [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 11,168 2023 11,168 2024 11,168 2025 and thereafter 9,618 Total note payments $ 43,122 Current portion of note payable (11,168 ) Non-Current Portion of notes payable $ 31,954 |
Navitas Credit Corp [Member] | |
Short-term Debt [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Payment Amortization 2022 14,155 2023 15,342 2024 16,629 2025 18,024 Balance 6,007 Total Note Payments $ 70,157 Current portion of Note payable (14,155 ) Non-Current Portion of Note Payable $ 56,002 |
Merger with Submersible Syste_2
Merger with Submersible Systems, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Holding Period and Shares Eligible to be Sold | Summary of Holding Period and Shares Eligible to be Sold Holding Period from Closing Date Percentage of shares 6 months Up to 12.5 9 months Up to 25.0 24 months Up to 75.0 36 months Up to 100.0 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired, and liabilities assumed including an amount for goodwill: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed $ 1,449,919 Common stock, 27,305,442 $ 1,449,919 8% Unsecured, Convertible promissory note payable to seller 350,000 Total purchase price $ 1,799,919 Tangible assets acquired $ 1,101,604 Liabilities assumed (294,671 ) Net tangible assets acquired 806,933 Identified Intangible Assets Customer Relationships $ 600,000 Trademarks 121,000 Non-compete agreements 22,000 Total Intangible Assets 743,000 Goodwill $ 249,986 Total purchase price $ 1,799,919 |
Schedule of Business Acquisition, Pro Forma Information | The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2021. For all of the business acquisitions depreciation and amortization have been included in the calculation of the below pro forma information based upon the actual acquisition costs. Schedule of Business Acquisition, Pro Forma Information Year ended December 31, 2021 Revenue $ 7,259,384 Net Loss $ (1,560,900 ) Basic and Diluted Loss per Share $ (0.00 ) Basic and Diluted Weighted Average Common Shares Outstanding 368,144,534 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table sets for the changes in the carrying amount of the Company’ Goodwill for the year ended December 31, 2021 Summary of Changes in Goodwill 2021 Balance, January 1 $ - Acquisitions of Submersible Systems, Inc. 249,986 Balance, December 31 $ 249,986 |
Summary of Intangible Assets | The following table sets for the components of the Company’s intangible assets at December 31, 2021: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (2,628 ) $ 118,372 Customer Relationships 10 600,000 (20,000 ) 580,000 Non-Compete Agreements 5 22,000 (1,467 ) 20,533 Total $ 743,000 $ (24,095 ) $ 718,905 |
Schedule of Estimated Intangible Assets Amortization Expenses | The aggregate amortization remaining on the intangible assets as of December 31, 2021 is a follows: Schedule of Estimated Intangible Assets Amortization Expenses Intangible Amortization 2022 72,467 2023 72,467 2024 72,467 2025 72,467 Thereafter 429,037 Total $ 718,905 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Equity Compensation Plan Information | Equity Compensation Plan Information as of December 31, 2021: Schedule of Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted – average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c) Equity Compensation Plans Approved by Security Holders 2,125,000 $ .0434 22,875,000 Equity Compensation Plans Not Approved by Security Holders — — — Total 2,125,000 $ .0434 22,875,000 |
Schedule of Option Activity | A summary of the Company’s stock option as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below: Schedule of Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Outstanding at December 31, 2019 35,295,237 $ 0.018 4.58 Granted 164,434,783 0.0354 Forfeited - - Exercised - - Cancelled - - Outstanding – December 31, 2020 199,730,020 $ 0.0323 2.84 Exercisable – December 31, 2020 44,730,020 $ 0.0185 3.59 $ 168,892 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Outstanding at December 31, 2020 199,730,020 $ 0.0323 2.84 Granted 33,473,246 0.0430 Forfeited (75,000 ) 0.0360 Exercised - - Cancelled - - Outstanding – December 31, 2021 233,128,266 $ 0.0362 2.23 Exercisable – December 31, 2021 76,068,249 $ 0.0284 2.30 $ 795,201 |
Schedule of Warrants Activity | A summary of the Company’s warrants as of December 31, 2021 and 2020, and changes during the years ended December 31, 2021 and 2020 is presented below: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Number of Warrants Exercise Price Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2019 52,608,725 $ 0.01 4.58 Granted - - Forfeited - - Exercised (22,500,000 ) 0.01 Cancelled (30,108,725 ) 0.0115 Outstanding – December 31, 2020 - $ - - Exercisable – December 31, 2020 - $ - - $ - Weighted Weighted Average Average Remaining Number of Warrants Exercise Price Contractual Life in Years Aggregate Intrinsic Value Outstanding at December 31, 2020 - $ - - Granted 14,600,000 0.0250 Forfeited - - Exercised - - Cancelled - Outstanding – December 31, 2021 14,600,000 $ 0.0250 1.67 Exercisable – December 31, 2021 14,600,000 $ 0,0250 1.67 $ 153,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Expense | The components of the provision for income tax expense are as follows for the years ended: Schedule of Provision for Income Tax Expense 2020 2019 December 31, 2021 2020 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 40,100 38,600 Change in valuation allowance (40,100 ) (38,600 ) Provision for income tax expense $ — $ — |
Summary of Significant Components of Deferred Tax Assets and Liabilities | The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2021 and 2020: Summary of Significant Components of Deferred Tax Assets and Liabilities 2020 2019 December 31, 2021 2020 Deferred tax assets: Equity based compensation $ 154,400 $ 154,400 Allowance for doubtful accounts 11,700 4,300 Reserves for slow moving inventory 46,600 46,500 Amortization 4,100 - Depreciation 1,900 2,900 Net operating loss carryforward 1,285,500 1,336,300 Total deferred tax assets 1,504,200 1,544,400 Valuation allowance (1,504,200 ) (1,544,400 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate | The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate 2020 2019 December 31, 2021 2020 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.35 )% (4.35 )% Permanent differences 27.96 % 28.21 % Change in valuation allowance (2.61 )% (2.86 )% Effective tax rate — % — % |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Schedule of Segment Reporting Information Years ended December 31 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Total Company 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Net Revenues $ 2,897,210 $ 2,721,753 $ 616,039 $ 489,590 $ 2,241,359 $ 1,344,630 $ 472,771 $ - $ 6,227,379 $ 4,555,973 Cost of Revenue (2,161,396 ) (1,783,857 ) (386,517 ) (310,527 ) (1,437,512 ) (997,200 ) (352,755 ) - (4,337,820 ) (3,091,584 ) Gross Profit 735,814 937,896 229,812 179,063 803,847 347,430 120,016 - 1,889,559 1,464,389 Depreciation 17,447 8,916 - - 14,479 12,089 24,546 - 56,472 21,005 Income (Loss) from operations $ (1,778,463 ) $ (1,063,871 ) $ 17,980 $ (30,876 ) $ 32,995 $ (238,313 ) $ (125,215 ) $ - (1,852,703 ) $ (1,333,060 ) Total Assets $ 1,346,096 $ 1,327,465 $ 346,499 $ 245,572 $ 903,718 $ 500,043 $ 2,077,648 $ - $ 4,673,961 $ 2,073,080 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 454,475 | $ 446,981 |
Current lease liabilities | 232,283 | 107,691 |
Non-current lease liabilities | 222,899 | 339,290 |
Total lease liabilities | $ 455,182 | $ 446,981 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Weighted average remaining lease term (years) | 2 years 4 months 2 days | 3 years 8 months 8 days |
Weighted-average discount rate | 6.11% | 5.91% |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Operating lease cost | $ 171,292 | $ 127,650 |
Variable lease cost | 2,125 | 5,729 |
Total lease costs | $ 173,417 | $ 133,379 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Cash paid for operating lease liabilities | $ 171,272 | $ 127,654 |
Operating right of use assets obtained in exchange for operating lease liabilities | $ 160,182 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||
2022 | $ 252,260 | |
2023 | 141,013 | |
2024 | 100,303 | |
2025 | ||
Total | 493,576 | |
Less: Imputed interest | (38,394) | |
Present value of lease liabilities | 455,182 | $ 446,981 |
Trebor Industries Office Lease [Member] | ||
Other Commitments [Line Items] | ||
2022 | 62,953 | |
2023 | 64,842 | |
2024 | 49,717 | |
2025 | ||
Total | 177,512 | |
Less: Imputed interest | (14,213) | |
Present value of lease liabilities | 163,299 | |
BMG Office Lease [Member] | ||
Other Commitments [Line Items] | ||
2022 | 63,576 | |
2023 | 65,484 | |
2024 | 50,586 | |
2025 | ||
Total | 179,646 | |
Less: Imputed interest | (14,384) | |
Present value of lease liabilities | 165,262 | |
Submersible Systems Lease [Member] | ||
Other Commitments [Line Items] | ||
2022 | 122,935 | |
2023 | 10,265 | |
2024 | ||
2025 | ||
Total | 133,200 | |
Less: Imputed interest | (9,342) | |
Present value of lease liabilities | 123,858 | |
Copier [Member] | ||
Other Commitments [Line Items] | ||
2022 | 2,796 | |
2023 | 422 | |
2024 | ||
2025 | ||
Total | 3,218 | |
Less: Imputed interest | (455) | |
Present value of lease liabilities | $ 2,763 |
Description of business and s_4
Description of business and summary of significant account policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ 1,588,467 | $ 1,351,619 |
Accumulated deficit | 14,544,604 | 12,956,137 |
Cash, FDIC Insured Amount | 205,500 | 0 |
Allowance for doubtful accounts | 46,555 | 16,872 |
Marketing and Advertising Expense | 343,232 | 154,642 |
Research and development costs | $ 75,439 | 115,156 |
Percentage of minimum deposit for custom and large tank fill systems | 50.00% | |
Percentage of restocking fees | 15.00% | |
Customer deposits and unearned revenue | $ 143,938 | 20,353 |
Reserve for warranty work | 13,680 | 13,680 |
Stock Issued During Period, Value, Employee Benefit Plan | $ 201,952 | $ 550,149 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 254,577,924 | 210,500,305 |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Property, plant and equipment, useful life | 5 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
In-Transit Inventory | $ 130,000 | |
Raw materials | 1,144,190 | 408,841 |
Work In Process | 99,858 | |
Finished goods | 521,212 | 454,950 |
Total Inventory, net | $ 1,895,260 | $ 863,791 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 308,133 | $ 227,657 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses And Other Current Assets | ||
Prepaid inventory | $ 166,951 | $ 85,028 |
Prepaid expenses and other current assets | 60,507 | 26,136 |
Total prepaid expenses and other current assets | $ 227,458 | $ 111,164 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 629,217 | $ 384,644 |
Less: accumulated depreciation and amortization | (359,152) | (241,231) |
Total property and equipment, net | 270,065 | 143,413 |
Tooling and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 427,044 | 233,839 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 54,056 | 27,469 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 79,557 | 79,557 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 68,560 | $ 43,779 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 32,377 | $ 21,005 |
Amortization of intangible asset | $ 24,095 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | $ 14,098 | $ 13,649 |
Deposits Assets | $ 14,098 | 6,649 |
[custom:UnamortizedLicenseFee-0] | $ 7,000 |
Customer Credit and Vendor Co_2
Customer Credit and Vendor Concentrations (Details Narrative) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer Benchmark [Member] | Six Entities [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17.90% | 18.40% |
Accounts Receivable [Member] | Six Entities [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 25.30% | 19.80% |
Non Related Party [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.60% | |
Non Related Party [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.60% | |
Revenue from Contract with Customer, Product and Service Benchmark [Member] | Minimum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 90.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 05, 2021 | Sep. 02, 2021 | Aug. 02, 2021 | Mar. 25, 2021 | Nov. 05, 2020 | May 21, 2020 | Apr. 14, 2020 | Apr. 10, 2020 | Apr. 02, 2020 | Jul. 29, 2019 | Feb. 29, 2020 | Feb. 25, 2020 | Jan. 31, 2020 | Dec. 31, 2018 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 07, 2020 |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Net revenues from related parties | $ 1,116,330 | $ 838,417 | ||||||||||||||||||
[custom:PurchaseOfInventory] | $ 32,267 | 102,360 | ||||||||||||||||||
[custom:PercentageOfGrossRevenuesPerQuarter-0] | 2.50% | |||||||||||||||||||
[custom:PaymentForInventory] | $ 150 | |||||||||||||||||||
Royalty Expense | 75,161 | 67,808 | ||||||||||||||||||
Accrued royalties | 7,735 | 4,280 | ||||||||||||||||||
Accounts receivable | $ 123,270 | $ 81,251 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 233,128,266 | 199,730,020 | 35,295,237 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.0323 | $ 0.018 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 2 months 23 days | 2 years 10 months 2 days | 4 years 6 months 29 days | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.53% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | |||||||||||||||||||
Number of shares exchange | $ 36,690 | |||||||||||||||||||
Number of common stock to purchase warrants | 12,500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.0434 | ||||||||||||||||||
Conversion of price | $ 125,000 | |||||||||||||||||||
Proceeds from warrant exercises | $ 225,000 | |||||||||||||||||||
Stock issued during period, value | $ 275,000 | $ 545,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0284 | $ 0.0185 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 33,473,246 | 164,434,783 | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0430 | $ 0.0354 | ||||||||||||||||||
Opearting expenses | $ 21,810 | |||||||||||||||||||
Constable Employment Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 20,000,000 | |||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 106,890 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,434,783 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 106,199 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.16% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 341.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0184 | |||||||||||||||||||
Constable Option Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | 106,890 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 5,434,783 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 106,199 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.16% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 341.00% | |||||||||||||||||||
Carmichael Option Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.045 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 125,000,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 75,000,000 | |||||||||||||||||||
Blake Carmichael Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 49,692 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,759,400 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.0399 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | 5 years | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 149,076 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.25% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 346.36% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,759,400 | |||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0399 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 33.3% of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date | |||||||||||||||||||
Blake Carmichael Agreement [Member] | BC Bonus Options [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||
Blake Carmichael Agreement [Member] | BC Bonus Options [Member] | Maximum [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 18,000,000 | |||||||||||||||||||
Bonus Option [Member] | Constable Option Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 82,734 | 0 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.0184 | $ 0.0184 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000,000 | 30,000,000 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 10,000,000 | |||||||||||||||||||
Robert M. Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 20,000,000 | |||||||||||||||||||
Share-based Payment Arrangement, Expense | 1,280 | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 725,087 | |||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 31,904 | |||||||||||||||||||
Stock issued during period, value | $ 200,000 | |||||||||||||||||||
Blake Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | 5,362 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,380,952 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.018 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 43,582 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 172.00% | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture | 849,305 | |||||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 37,369 | |||||||||||||||||||
Mr. Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | 10,724 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 20,761,904 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.018 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 87,147 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.10% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 172.00% | |||||||||||||||||||
Mr. Carmichael [Member] | Option Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 874,021 | 655,515 | ||||||||||||||||||
Number of shares exchange | $ 125,000,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.045 | |||||||||||||||||||
Mr. Carmichael [Member] | Carmichael Option Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 25,000,000 | |||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of shares exchange | $ 2,647,065 | |||||||||||||||||||
Number of shares exchange value | 45,000 | |||||||||||||||||||
Mr. Hyatt [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of common stock to purchase warrants | 10,000,000 | 27,500,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Proceeds from warrant exercises | $ 100,000 | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.025 | |||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 250,000 | |||||||||||||||||||
Mr. Charles F. Hyatt [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 10,000,000 | 27,500,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||||||||||||||||
Proceeds from warrant exercises | $ 250,000 | |||||||||||||||||||
Stock issued during period, value | $ 250,000 | $ 275,000 | ||||||||||||||||||
Ms Grace Kelly Hyatt [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 600,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||||||||||||||||
Proceeds from warrant exercises | $ 15,000 | |||||||||||||||||||
Stock issued during period, value | $ 15,000 | |||||||||||||||||||
Brownie's Southport Divers, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys [Member] | Robert M. Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Net revenues from related parties | $ 1,116,085 | 821,474 | ||||||||||||||||||
Brownies Southport Divers, Inc.., [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable from related parties | 50,818 | 29,443 | ||||||||||||||||||
Brownies Palm Beach Divers [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable from related parties | 7,195 | 6,643 | ||||||||||||||||||
Brownie's Yacht Toys [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable from related parties | 17,779 | 8,237 | ||||||||||||||||||
Three Entities [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Net revenues from related parties | 245 | 16,943 | ||||||||||||||||||
Mr. Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable from related parties | 897 | 23,321 | ||||||||||||||||||
Due to related parties | 5,000 | |||||||||||||||||||
Share-based Payment Arrangement, Expense | 10,274 | |||||||||||||||||||
Christopher [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable | 428 | |||||||||||||||||||
Two Employees [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accounts receivable | 184 | |||||||||||||||||||
Mr. Robert Carmichael [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Annual fee | $ 18,000 | |||||||||||||||||||
Mr. Robert Carmichael [Member] | Board of Director [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accrued board of directors fees | 36,000 | 85,500 | ||||||||||||||||||
Mr. Robert Carmichael [Member] | One Board Of Director [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Accrued board of directors fees | $ 121,500 | |||||||||||||||||||
Mr. Robert M. Carmichael [Member] | Incentive Bonus [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 20,000,000 | |||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 1,280 | |||||||||||||||||||
Mr. Hyatt [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Number of common stock to purchase warrants | 12,500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Conversion of price | $ 125,000 | |||||||||||||||||||
Brandywine LLC [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued during period, shares | 2,795,000 | |||||||||||||||||||
Stock issued during period, value | $ 45,292 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable trade and other | $ 516,957 | $ 244,626 |
Accrued payroll and fringe benefits | 165,969 | 96,241 |
Accrued warranty expense | 13,680 | 13,680 |
Accrued payroll taxes and withholding | 9,106 | 9,268 |
Accrued Sales Tax | 29,339 | |
Accrued interest | 9,332 | 23,162 |
Total | $ 744,383 | $ 386,977 |
Schedule of Other Liabilities (
Schedule of Other Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | May 06, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Asset purchase agreement payable | $ 12,857 | ||
Accrued expenses | 66,424 | 2,460 | |
Accrued Board of Directors fees | 121,500 | 85,500 | $ 15,870.97 |
Total | $ 187,924 | $ 100,817 |
Schedule of Convertible Debentu
Schedule of Convertible Debentures (Details) - USD ($) | Sep. 03, 2021 | Aug. 18, 2021 | Jun. 10, 2021 | Feb. 22, 2021 | Dec. 05, 2017 | Dec. 01, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Period end principle balance | $ 350,000 | $ 110,000 | |||||||
Period end discount balance | (10,746) | ||||||||
Period end balance, net | 339,254 | 110,000 | |||||||
Accrued interest balance | $ 9,332 | $ 23,162 | |||||||
Convertible Debenture One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Origination Date | [1] | Aug. 31, 2011 | Aug. 31, 2011 | ||||||
Maturity Date | [1] | Aug. 31, 2013 | Aug. 31, 2013 | ||||||
Interest Rate | [1] | 5.00% | 5.00% | ||||||
Origination Principal Balance | [1] | $ 10,000 | $ 10,000 | ||||||
Origination discount balance | [1] | (4,286) | (4,286) | ||||||
Period end principle balance | [1] | 10,000 | |||||||
Period end discount balance | [1] | ||||||||
Period end balance, net | [1] | 10,000 | |||||||
Accrued interest balance | [1] | $ 4,694 | |||||||
Convertible Debenture One [Member] | Hoboken Convertible Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Period end balance, net | $ 10,000 | ||||||||
Accrued interest balance | $ 4,777 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 30.00% | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 4,286 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 422,209 | ||||||||
Convertible Debenture Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Origination Date | [2] | Dec. 1, 2017 | Dec. 1, 2017 | ||||||
Maturity Date | [2] | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Interest Rate | [2] | 6.00% | 6.00% | ||||||
Origination Principal Balance | [2] | $ 50,000 | $ 50,000 | ||||||
Origination discount balance | [2] | (12,500) | (12,500) | ||||||
Period end principle balance | [2] | 50,000 | |||||||
Period end discount balance | [2] | ||||||||
Period end balance, net | [2] | 50,000 | |||||||
Accrued interest balance | [2] | $ 9,250 | |||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity Date | Dec. 1, 2018 | ||||||||
Interest Rate | 6.00% | ||||||||
Accrued interest balance | $ 10,554 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,055,358 | ||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Convertible Debenture Three [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Origination Date | [3] | Dec. 5, 2017 | Dec. 5, 2017 | ||||||
Maturity Date | [3] | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Interest Rate | [3] | 6.00% | 6.00% | ||||||
Origination Principal Balance | [3] | $ 50,000 | $ 50,000 | ||||||
Origination discount balance | [3] | (12,500) | (12,500) | ||||||
Period end principle balance | [2] | 50,000 | |||||||
Period end discount balance | [3] | ||||||||
Period end balance, net | [2] | 50,000 | |||||||
Accrued interest balance | [2] | $ 9,218 | |||||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity Date | Dec. 4, 2018 | ||||||||
Interest Rate | 6.00% | ||||||||
Accrued interest balance | $ 11,145 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,114,516 | ||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.01 | ||||||||
Convertible Debenture Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Origination Date | [4] | Sep. 3, 2021 | |||||||
Maturity Date | [4] | Sep. 3, 2024 | |||||||
Interest Rate | [4] | 8.00% | |||||||
Origination Principal Balance | [4] | $ 346,500 | |||||||
Origination discount balance | [4] | (12,355) | |||||||
Period end principle balance | [4] | 346,500 | |||||||
Period end discount balance | [4] | (10,639) | |||||||
Period end balance, net | [4] | 335,861 | |||||||
Accrued interest balance | [4] | $ 9,240 | |||||||
Convertible Debenture Four [Member] | Summit Holding LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Period end balance, net | $ 346,500 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 12,355 | ||||||||
[custom:DebtInstrumentPaymentRatePercentage-0] | 50.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.051272 | ||||||||
Convertible Debenture Five [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Origination Date | [5] | Sep. 3, 2021 | |||||||
Maturity Date | [5] | Sep. 3, 2024 | |||||||
Interest Rate | [5] | 8.00% | |||||||
Origination Principal Balance | [5] | $ 3,500 | |||||||
Origination discount balance | [5] | (125) | |||||||
Period end principle balance | [5] | 3,500 | |||||||
Period end discount balance | [5] | (107) | |||||||
Period end balance, net | [5] | 3,393 | |||||||
Accrued interest balance | [5] | $ 92 | |||||||
Convertible Debenture Five [Member] | Tierra Vista Partners LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Period end balance, net | $ 3,500 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 125 | ||||||||
[custom:DebtInstrumentPaymentRatePercentage-0] | 50.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.051272 | ||||||||
[1] | The Company borrowed $ 10,000 30% 4,286 4,777 422,209 | ||||||||
[2] | On December 1, 2017, the Company issued a $ 50,000 6% December 1, 2018 | ||||||||
[3] | On December 5, 2017, the Company issued a $ 50,000 6% December 4, 2018 | ||||||||
[4] | On September 3, 2021, the Company issued a $ 346,500 note payable to Summit Holding V, LLC as part of the acquisition of SSI. The note carries 8% unsecured convertible promissory note, due September 3, 2024. Payments on the note are to be equivalent to 50% of the adjusted net profit of Submersible Systems, Inc., payable calendar quarterly commencing on December 31, 2021. Interest is payable in company stock at the conversion price of $ .051272 and shall be paid quarterly. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 12,355 for the beneficial conversion feature. | ||||||||
[5] | On September 3, 2021, the Company issued a three-year 8% unsecured convertible promissory note for $ 3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. Payments on the note are to be equivalent to 50% of the adjusted net profit of SSI, payable calendar quarterly commencing on December 31, 2021. Interest is payable quarterly in common stock of the Company at the conversion price of $ .051272 per share. The note holder may convert any outstanding principal and unpaid interest at a conversion rate of $ .051272 at any time up to the maturity date of the note. The Company recorded $ 125 for the beneficial conversion feature. |
Schedule of Convertible Deben_2
Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Aug. 18, 2021 | Jun. 10, 2021 | Dec. 05, 2017 | Dec. 01, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 10,000 | ||||||
Accrued interest | 9,332 | 23,162 | |||||
Convertible Debenture Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | [1] | 9,250 | |||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.01 | ||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||
Loss on extinguishment of debt | $ 32,000 | ||||||
Accrued interest | $ 10,554 | ||||||
Converted common stock | 6,055,358 | ||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.02 | ||||||
Convertible Debenture Two [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.125 | ||||||
Convertible Debenture Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | [1] | $ 9,218 | |||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.01 | ||||||
Maximum conversion of common stock, percentage | 9.99% | ||||||
Loss on extinguishment of debt | $ 99,000 | ||||||
Accrued interest | $ 11,145 | ||||||
Converted common stock | 6,114,516 | ||||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | First Year [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.02 | ||||||
Convertible Debenture Three [Member] | 6% Secured Convertible Promissory Note [Member] | Fifth Year [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion price per share | $ 0.125 | ||||||
[1] | On December 1, 2017, the Company issued a $ 50,000 6% December 1, 2018 |
Schedule of Future Amortization
Schedule of Future Amortization of Loans Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Current portion of Note payable | $ (50,402) | $ (151,006) |
Non-Current Portion of Note Payable | 87,956 | $ 120,782 |
Marlin Note [Member] | ||
Short-term Debt [Line Items] | ||
2022 | 25,079 | |
Total Note Payments | 25,079 | |
Current portion of Note payable | (25,079) | |
Non-Current Portion of Note Payable | ||
Mercedes Benz Note [Member] | ||
Short-term Debt [Line Items] | ||
2022 | 11,168 | |
2023 | 11,168 | |
2024 | 11,168 | |
2025 and thereafter | 9,618 | |
Total Note Payments | 43,122 | |
Current portion of Note payable | (11,168) | |
Non-Current Portion of Note Payable | 31,954 | |
Navitas Credit Corp Note [Member] | ||
Short-term Debt [Line Items] | ||
2022 | 14,155 | |
2023 | 15,342 | |
2024 | 16,629 | |
2025 | 18,024 | |
Balance | 6,007 | |
Total Note Payments | 70,157 | |
Current portion of Note payable | (14,155) | |
Non-Current Portion of Note Payable | $ 56,002 |
Convertible Debentures, and L_3
Convertible Debentures, and Loans Payable (Details Narrative) - USD ($) | May 19, 2021 | Aug. 21, 2020 | May 12, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 15, 2016 | Jul. 01, 2013 |
Short-term Debt [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 10,000 | |||||||
Forgiveness of debt | 159,600 | |||||||
Monthly payment | 40,000 | 60,000 | ||||||
SBA Loan [Member] | Paycheck Protection Program [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Term | 2 years | |||||||
Debt Instrument, Periodic Payment | $ 8,983 | |||||||
Loans Payable | 0 | 159,600 | ||||||
Proceeds from unsecured debt | $ 159,600 | |||||||
Submersible SBA Loan [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes payble outstanding | 0 | 116,160 | ||||||
Debt Instrument, Term | 2 years | |||||||
Proceeds from unsecured debt | $ 116,160 | |||||||
Debt Instrument, Interest Rate Terms | one percent per year | |||||||
Monthly payment | $ 6,925 | |||||||
Forgiveness value | $ 121,953 | |||||||
Hoboken Street Association [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes payble outstanding | 0 | 10,000 | $ 10,000 | |||||
Gain (Loss) on Extinguishment of Debt | 10,000 | |||||||
Marlin Capital Solutions [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 96,725 | |||||||
Debt Instrument, Term | 36 months | |||||||
Debt Instrument, Periodic Payment | $ 3,143.80 | |||||||
Loans Payable | 25,079 | 60,070 | ||||||
Mercedes Benz [Member] | Installment Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 55,841 | |||||||
Debt Instrument, Term | 60 months | |||||||
Debt Instrument, Periodic Payment | $ 931 | |||||||
Loans Payable | 43,122 | 52,118 | ||||||
Navitas Credit Corp [Member] | Installment Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 75,764 | |||||||
Debt Instrument, Term | 60 months | |||||||
Debt Instrument, Periodic Payment | $ 1,611 | |||||||
Mr. Tom Gonzales [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Notes payble outstanding | $ 200,000 | |||||||
Repayments of notes payable | $ 40,000 | $ 60,000 |
Summary of Holding Period and S
Summary of Holding Period and Shares Eligible to be Sold (Details) | 12 Months Ended |
Dec. 31, 2021 | |
6 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 6 months |
Percentage of shares eligible to be sold | 12.50% |
9 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 9 months |
Percentage of shares eligible to be sold | 25.00% |
24 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 24 months |
Percentage of shares eligible to be sold | 75.00% |
36 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 36 months |
Percentage of shares eligible to be sold | 100.00% |
Schedule of Recognized Identifi
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 03, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 03, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 249,986 | |||
Submersible Systems Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, 27,305,442 shares at fair market value | $ 1,449,919 | |||
8% Unsecured, Convertible promissory note payable to seller | 350,000 | |||
Total purchase price | $ 1,799,919 | |||
Tangible assets acquired | $ 1,101,604 | |||
Liabilities assumed | (294,671) | |||
Net tangible assets acquired | 806,933 | |||
Total Intangible Assets | 743,000 | |||
Goodwill | 249,986 | |||
Total purchase price | 1,799,919 | |||
Submersible Systems Inc [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Intangible Assets | 600,000 | |||
Submersible Systems Inc [Member] | Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Intangible Assets | 121,000 | |||
Submersible Systems Inc [Member] | Noncompete Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Total Intangible Assets | $ 22,000 |
Schedule of Recognized Identi_2
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock [Member] | |||
Common stock in fair value market, shares | 27,305,442 | 27,500,000 | 22,647,065 |
Schedule of Business Acquisitio
Schedule of Business Acquisition, Pro Forma Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 7,259,384 |
Net Loss | $ (1,560,900) |
Basic and Diluted Loss per Share | $ / shares | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | shares | 368,144,534 |
Merger with Submersible Syste_3
Merger with Submersible Systems, Inc. (Details Narrative) - USD ($) | Sep. 03, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Common stock shares issued for acquisition, value | $ 1,449,919 | |
Submersible Systems Inc [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 1,790,000 | |
Common stock shares issued for acquisition, shares | 27,305,442 | |
Common stock shares issued for acquisition, value | $ 1,449,919 | |
Notes Issued | $ 350,000 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 27,305,442 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,440,000 | |
Shares issued for cash, shares | 1,190,476 | |
Business acquisiiton, transaction costs | $ 65,000 | |
Business acquisiiton, legal fees | 40,000 | |
Payemt to acquire business | $ 55,952 | |
Conversion price | $ 0.051271831 | |
Business combination inventory assumed, decription | Inventory was assessed at the time of closing as to its fair value, and it was determined that a step-up analysis was necessary in order to evaluate the fair value of the inventory at the time of closing. The step up represents the net profit that would be attained when the inventory is sold. The key assumptions used in this analysis is a gross margin of 38.3% and selling costs of 5.0%, The analysis resulted in a necessary step up of $31,000 at the time of closing | |
Intangible assets and goodwill, value | $ 992,986 | |
Submersible Systems Inc [Member] | NASDAQ Index Future [Member] | ||
Business Acquisition [Line Items] | ||
Shares issued for cash, shares | 50,000 | |
Submersible Systems Inc [Member] | Unsecured Convertible Promissory [Member] | ||
Business Acquisition [Line Items] | ||
Notes Issued | $ 350,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Summary of Changes in Goodwill
Summary of Changes in Goodwill (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance, January 1 | |
Acquisitions of Submersible Systems, Inc. | 249,986 |
Balance, December 31 | $ 249,986 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, cost | $ 743,000 |
Accumulated amortization | (24,095) |
Intangible assets net book value | $ 718,905 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 15 years |
Intangible assets, cost | $ 121,000 |
Accumulated amortization | (2,628) |
Intangible assets net book value | $ 118,372 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 10 years |
Intangible assets, cost | $ 600,000 |
Accumulated amortization | (20,000) |
Intangible assets net book value | $ 580,000 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Period (Years) | 5 years |
Intangible assets, cost | $ 22,000 |
Accumulated amortization | (1,467) |
Intangible assets net book value | $ 20,533 |
Schedule of Estimated Intangibl
Schedule of Estimated Intangible Assets Amortization Expenses (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 72,467 |
2023 | 72,467 |
2024 | 72,467 |
2025 | 72,467 |
Thereafter | 429,037 |
Total | $ 718,905 |
Schedule of Equity Compensation
Schedule of Equity Compensation Plan Information (Details) - $ / shares | Dec. 31, 2021 | Feb. 25, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 2,125,000 | |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | $ 0.0434 | $ 0.01 |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 22,875,000 | |
Equity Compensation Approved Plan [Member] | Security Holders [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 2,125,000 | |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | $ 0.0434 | |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 22,875,000 | |
Equity Compensation Not Approved Plan [Member] | Security Holders [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | ||
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | ||
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Number of options, Outstanding, Beginning balance | 199,730,020 | 35,295,237 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0323 | $ 0.018 | |
Weighted Average Remaining Contractual Life in Years, Ending | 2 years 2 months 23 days | 2 years 10 months 2 days | 4 years 6 months 29 days |
Number of options, Granted | 33,473,246 | 164,434,783 | |
Weighted Average Exercise Price, Granted | $ 0.0430 | $ 0.0354 | |
Number of options forefeited | (75,000) | ||
Weighted Average Exercise Price, Forfeited | $ 0.0360 | ||
Number of optionss, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of optionss, Cancelled | |||
Weighted Average Exercise Price, Cancelled | |||
Number of options, Outstanding, Ending balance | 233,128,266 | 199,730,020 | 35,295,237 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.0362 | $ 0.0323 | |
Number of Options, Exercisable, Ending balance | 76,068,249 | 44,730,020 | |
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.0284 | $ 0.0185 | |
Weighted Average Remaining Contractual Life in Years, Exercisable | 2 years 3 months 18 days | 3 years 7 months 2 days | |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ 795,201 | $ 168,892 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.0323 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Warrants, Outstanding, Beginning balance | 52,608,725 | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.01 | ||
Weighted Average Remaining Contractual Life in Years, Ending | 1 year 8 months 1 day | 4 years 6 months 29 days | |
Number of Warrants, Granted | 14,600,000 | ||
Weighted Average Exercise Price, Granted | $ 0.0250 | ||
Number of warrants, forfeited | |||
Weighted Average Exercise Price, forfeited | |||
Number of warrants, exercised | (22,500,000) | ||
Weighted Average Exercise Price,exercised | $ 0.01 | ||
Number of warrants, Cancelled | (30,108,725) | ||
Weighted Average Exercise Price, cancelled | $ 0.0115 | ||
Number of Warrants, Outstanding, Ending balance | 14,600,000 | 52,608,725 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.0250 | ||
Number of Warrants, Exercisable | 14,600,000 | ||
Weighted Average Exercise Price, Exercisable, Ending balance | $ 0.0250 | ||
Aggregate Intrinsic Value, Ending balance | $ 153,300 | ||
Weighted Average Remaining Contractual Life in Years, Exercisable | 1 year 8 months 1 day |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Dec. 31, 2021 | Nov. 05, 2021 | Sep. 22, 2021 | Sep. 03, 2021 | Sep. 02, 2021 | Aug. 18, 2021 | Aug. 02, 2021 | Jun. 14, 2021 | Jun. 10, 2021 | Mar. 25, 2021 | Mar. 01, 2021 | Feb. 28, 2021 | Feb. 22, 2021 | Dec. 15, 2020 | Nov. 05, 2020 | Jun. 09, 2020 | May 21, 2020 | Apr. 28, 2020 | Apr. 14, 2020 | Apr. 10, 2020 | Apr. 09, 2020 | Apr. 02, 2020 | Jan. 11, 2020 | Jan. 06, 2020 | Jul. 29, 2019 | Sep. 30, 2021 | Feb. 29, 2020 | Feb. 25, 2020 | Jan. 31, 2020 | Dec. 31, 2018 | Apr. 30, 2011 | Dec. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 26, 2021 | Sep. 07, 2020 | Mar. 31, 2020 | Jun. 30, 2010 |
Common stock, shares outstanding | 393,850,475 | 393,850,475 | 393,850,475 | 306,185,206 | 393,850,475 | 306,185,206 | |||||||||||||||||||||||||||||||||||||
Common stock, value | $ 275,000 | $ 545,000 | |||||||||||||||||||||||||||||||||||||||||
Number of vested shares, value | 1,449,919 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 201,952 | 308,479 | |||||||||||||||||||||||||||||||||||||||||
Common stock purchase of warrant | 12,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0434 | $ 0.01 | $ 0.0434 | $ 0.0434 | $ 0.0434 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 225,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares of common stock related to conversion of convertible debt | 6,114,516 | 6,055,358 | 422,209 | ||||||||||||||||||||||||||||||||||||||||
Shares issued for conversion of convertible debentures and accrued interest | $ 61,145 | $ 60,554 | $ 14,777 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | |||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 233,128,266 | 233,128,266 | 233,128,266 | 199,730,020 | 233,128,266 | 199,730,020 | 35,295,237 | ||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0323 | $ 0.0323 | $ 0.018 | ||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 2 years 2 months 23 days | 2 years 10 months 2 days | 4 years 6 months 29 days | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.53% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Aggregate stock option purchased | 33,473,246 | 164,434,783 | |||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.0284 | $ 0.0284 | $ 0.0284 | $ 0.0185 | $ 0.0284 | $ 0.0185 | |||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 269.12% | ||||||||||||||||||||||||||||||||||||||||||
Conversion of price | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock purchase of warrant | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares authorized | 425,000 | ||||||||||||||||||||||||||||||||||||||||||
Preferred stock conversion price | $ 18.23 | ||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | Series A Convertible Preferred Stock are entitled to 250 votes for each share held | ||||||||||||||||||||||||||||||||||||||||||
US And Caribbean [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 763,983 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 36,690 | ||||||||||||||||||||||||||||||||||||||||||
Jeffrey Guzy [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0229 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 40,107 | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 250.00% | ||||||||||||||||||||||||||||||||||||||||||
BizLaunch Advisors, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 40,097 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0229 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 40,097 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 1.54% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 250.00% | ||||||||||||||||||||||||||||||||||||||||||
Three Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | $ 0.025 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Tierra Vista Partners LLC [Member] | Submersible Systems Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 273,054 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 14,499 | ||||||||||||||||||||||||||||||||||||||||||
Summit Holdings LLC [Member] | Submersible Systems Inc [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 27,032,388 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 1,435,420 | ||||||||||||||||||||||||||||||||||||||||||
Crone Law Group [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 1,190,476 | 597,006 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 55,952 | $ 21,000 | |||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||
Maximum number of shares authorized under plan | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 874,022 | $ 655,515 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 4,370,109 | 4,370,109 | 4,370,109 | 4,370,109 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 0.26% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 320.00% | ||||||||||||||||||||||||||||||||||||||||||
Investor Relations Consulting [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 133,500 | ||||||||||||||||||||||||||||||||||||||||||
Corporate Communication Consulting [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 89,000 | ||||||||||||||||||||||||||||||||||||||||||
Newbridge Securities Agreement [Member]. | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 2,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 40,320 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 2,100,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 40,320 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Aggregate stock option purchased | 125,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.045 | ||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 75,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Share based payment | $ 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option Two [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Share based payment | $ 7,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Carmichael Option Agreement [Member] | Net Revenue Portion of the Option Three [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Share based payment | $ 10,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | 106,890 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 5,434,783 | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 106,199 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.16% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 341.00% | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | Net Revenue Portion of the Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | Bonus Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 82,734 | 0 | |||||||||||||||||||||||||||||||||||||||||
Aggregate stock option purchased | 30,000,000 | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.0184 | $ 0.0184 | $ 0.0184 | $ 0.0184 | $ 0.0184 | ||||||||||||||||||||||||||||||||||||||
Number of vested shares | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | Net Revenue Period [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares, value | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | Net Revenue Period [Member] | Additional Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares, value | $ 7,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Constable Option Agreement [Member] | Net Revenue Period [Member] | Additional Shares [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares, value | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Bonus Option [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 82,734 | 0 | |||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 578,082 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.14% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 312.20% | ||||||||||||||||||||||||||||||||||||||||||
Stock Options Grant Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 13,843 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 1,125,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.036 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 38,369 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.21% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Blake Carmichael Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | 49,692 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 3,759,400 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0399 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 149,076 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 346.36% | ||||||||||||||||||||||||||||||||||||||||||
Aggregate stock option purchased | 3,759,400 | ||||||||||||||||||||||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0399 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 98,976 | $ 713,777 | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.25% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 346.36% | ||||||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.041 | ||||||||||||||||||||||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 2,403,846 | 18,000,000 | |||||||||||||||||||||||||||||||||||||||||
Non Qualified Stock Options Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | 21,810 | ||||||||||||||||||||||||||||||||||||||||||
Option Grant Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 482 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 100,000 | 175,000 | 100,000 | 100,000 | 175,000 | 100,000 | |||||||||||||||||||||||||||||||||||||
Fair value granted | $ 3,863 | $ 7,149 | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.204% | 0.155% | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.20% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 249.38% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 287.12% | ||||||||||||||||||||||||||||||||||||||||||
Option Grant Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0419 | $ 0.049 | $ 0.0419 | $ 0.0419 | $ 0.049 | $ 0.0419 | |||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 4 years | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years | 2 years | |||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 287.12% | ||||||||||||||||||||||||||||||||||||||||||
Option Grant Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.040 | $ 0.044 | $ 0.040 | $ 0.040 | $ 0.044 | $ 0.040 | |||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 3 years | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 1 year 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 249.38% | ||||||||||||||||||||||||||||||||||||||||||
Stock options grant agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 2,989 | ||||||||||||||||||||||||||||||||||||||||||
Buban Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 10,800 | 3,953 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 300,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.053 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 15,814 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.315% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 339.21% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | ||||||||||||||||||||||||||||||||||||||||||
Buban Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 7,110,000 | ||||||||||||||||||||||||||||||||||||||||||
Buban Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 374,786 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.315% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years 6 months | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 339.21% | ||||||||||||||||||||||||||||||||||||||||||
Stock Option Grant Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | 6,300 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.0531 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 4 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 25,201 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 0.21% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 276.10% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||||||||||||||||||||||||
Stock Option Grant Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Stock option agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 98,976 | ||||||||||||||||||||||||||||||||||||||||||
Robert M. Carmichael [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | 1,280 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 725,087 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 31,904 | ||||||||||||||||||||||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares exchange | 2,647,065 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares exchange value | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||
Mr. Hyatt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued during acquisition | 12,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Number of vested shares, value | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock purchase of warrant | 10,000,000 | 27,500,000 | |||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Sale of common stock, shares | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Purchase price of stock | $ 0.025 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 330,636 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 9,520 | ||||||||||||||||||||||||||||||||||||||||||
Employee [Member] | From June, 2020 to August, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 280,038 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 5,890 | ||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||
Sale of common stock, shares | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Purchase price of stock | $ 0.025 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from common stock | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 1,333,333 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 64,000 | ||||||||||||||||||||||||||||||||||||||||||
Six Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 3,658,633 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 160,980 | ||||||||||||||||||||||||||||||||||||||||||
Blake Carmichael [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 5,362 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | 849,305 | ||||||||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, value | $ 37,369 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 10,380,952 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.018 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 43,582 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 2.10% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 172.00% | ||||||||||||||||||||||||||||||||||||||||||
Christopher [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 2,795,000 | 2,795,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 45,659 | $ 45,659 | |||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 116,279 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Investor Relation Services [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued for services, shares | $ 120,000 | ||||||||||||||||||||||||||||||||||||||||||
Mr. Charles F. Hyatt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 10,000,000 | 27,500,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 250,000 | $ 275,000 | |||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||
Ms Grace Kelly Hyatt [Member] | |||||||||||||||||||||||||||||||||||||||||||
Shares issued for cash, shares | 600,000 | ||||||||||||||||||||||||||||||||||||||||||
Common stock, value | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||||
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | |||||||||||||||||||||||||||||||||||||
Mr. Carmichael [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 10,724 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchase | 20,761,904 | ||||||||||||||||||||||||||||||||||||||||||
Stock options exercise price | $ 0.018 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Fair value granted | $ 87,147 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 2.10% | ||||||||||||||||||||||||||||||||||||||||||
Expected life, minimum | 5 years | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 172.00% | ||||||||||||||||||||||||||||||||||||||||||
Mr. Carmichael [Member] | Carmichael Option Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||
Number of vested shares | 25,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Jeffrey Guzy [Member] | |||||||||||||||||||||||||||||||||||||||||||
Share based payment, expense | $ 40,107 | ||||||||||||||||||||||||||||||||||||||||||
Interest rate | 1.55% | ||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||||||||||||||||||||||||||||||||||||
Two Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||
Common stock purchase of warrant | 2,608,725 |
Schedule of Provision for Incom
Schedule of Provision for Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Current taxes | ||
Change in deferred taxes | 40,100 | 38,600 |
Change in valuation allowance | (40,100) | (38,600) |
Provision for income tax expense |
Summary of Significant Componen
Summary of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Equity based compensation | $ 154,400 | $ 154,400 |
Allowance for doubtful accounts | 11,700 | 4,300 |
Reserves for slow moving inventory | 46,600 | 46,500 |
Depreciation | 1,900 | 2,900 |
Net operating loss carryforward | 1,285,500 | 1,336,300 |
Total deferred tax assets | 1,504,200 | 1,544,400 |
Valuation allowance | (1,504,200) | (1,544,400) |
Deferred tax assets, net of valuation allowance |
Schedule of Differences Between
Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | (21.00%) | (21.00%) |
State tax, net of Federal benefits | (4.35%) | (4.35%) |
Permanent differences | 27.96% | 28.21% |
Change in valuation allowance | (2.61%) | (2.86%) |
Effective tax rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
[custom:EffectiveTaxRateForDeferredTaxes] | 25.35% | 25.35% |
[custom:PercentageOfReserveAgainstDeferredTaxAssets] | 100.00% | 100.00% |
Deferred Tax Assets, Valuation Allowance | $ 1,504,200 | $ 1,544,400 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 40,100 | $ 38,100 |
Operating Loss Carryforwards | 3,465,000 | |
Tax Credit Carryforward, Description | net loss carryforward that expire through 2037 | |
Expire Through 2037 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Operating Loss Carryforwards | $ 1,607,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 05, 2021shares | Sep. 03, 2021USD ($)$ / sharesshares | Aug. 06, 2021 | Aug. 02, 2021USD ($)$ / sharesshares | Jul. 12, 2021USD ($) | Mar. 01, 2021USD ($)shares | Nov. 05, 2020USD ($)$ / sharesshares | Aug. 25, 2020USD ($) | Aug. 10, 2020USD ($)shares | Aug. 01, 2020USD ($) | Jun. 09, 2020USD ($) | Apr. 09, 2020USD ($)shares | Nov. 11, 2018USD ($)ft² | Jan. 04, 2018USD ($) | Dec. 01, 2016USD ($) | Aug. 14, 2014USD ($) | May 20, 2021USD ($)shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jan. 04, 2018USD ($) | May 06, 2019USD ($) |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 69 months | 31 months | 37 months | 31 months | |||||||||||||||||||||
Payment of security deposit | $ 5,367 | ||||||||||||||||||||||||
Base rent | $ 4,848 | $ 9,300 | $ 4,626 | $ 4,000 | |||||||||||||||||||||
Percentage of annual operating expenses | 10.11% | 10.76% | |||||||||||||||||||||||
Operating Leases, Rent Expense | $ 1,679 | $ 2,000 | |||||||||||||||||||||||
Operating lease expiration date | Sep. 30, 2024 | ||||||||||||||||||||||||
Rent increased percentage | 3.00% | 300.00% | 2.50% | ||||||||||||||||||||||
Security Deposit | $ 6,527 | $ 8,450 | $ 8,450 | ||||||||||||||||||||||
Area of Land | ft² | 8,025 | ||||||||||||||||||||||||
Settled claim | $ 50,000 | ||||||||||||||||||||||||
Lump sum payment | $ 44,200 | ||||||||||||||||||||||||
Lump sum payment percentage | 88.40% | ||||||||||||||||||||||||
Accrued Royalties | $ 4,280 | $ 7,735 | $ 4,280 | ||||||||||||||||||||||
Shares issued for cash | $ 275,000 | $ 545,000 | |||||||||||||||||||||||
Stock options, shares | shares | 199,730,020 | 35,295,237 | 233,128,266 | 199,730,020 | 35,295,237 | ||||||||||||||||||||
Stock options exercise price | $ / shares | $ 0.0185 | $ 0.0284 | $ 0.0185 | ||||||||||||||||||||||
Weighted average contractual term | 2 years 2 months 23 days | 2 years 10 months 2 days | 4 years 6 months 29 days | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.0323 | $ 0.018 | $ 0.0323 | $ 0.018 | |||||||||||||||||||||
Accrued Professional Fees | $ 85,500 | $ 121,500 | $ 85,500 | $ 15,870.97 | |||||||||||||||||||||
Payments for legal settlement | $ 10,000 | ||||||||||||||||||||||||
Remaining obligation | 5,000 | ||||||||||||||||||||||||
June and July 2020 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Billed amount | $ 5,275 | ||||||||||||||||||||||||
August 2020 to July 2021 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Billed amount | $ 8,840 | ||||||||||||||||||||||||
Patent License Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Accrued Royalties | 8,250 | $ 8,250 | 8,250 | $ 8,250 | |||||||||||||||||||||
Shares issued for cash, shares | shares | 828,221 | ||||||||||||||||||||||||
First commercial sales value | $ 13,500 | ||||||||||||||||||||||||
Shares issued for cash | $ 19,635 | ||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | $ 15,000 | 60,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 2.15% | 2.15% | |||||||||||||||||||||||
Payments for Royalties | 157,855 | $ 53,929 | |||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2024 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Increases in minimum royalty | $ 60,000 | ||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Obligation to pay royalty | $ 180,000 | ||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Obligation to pay royalty | $ 334,961 | ||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Year 2022 Through 2024 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | 60,000 | ||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Quarter 2022 Through 2024 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | $ 15,000 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease expiration date | Dec. 31, 2024 | ||||||||||||||||||||||||
Obligation to pay royalty | $ 180,000 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | 2020 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | 334,961 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | 2021 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | 334,961 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | 2022 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | 334,961 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | 2023 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | 334,961 | ||||||||||||||||||||||||
Patent License Agreement 2 [Member] | 2024 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Minimum royalty | $ 334,961 | ||||||||||||||||||||||||
Investor Relations Consulting Agreement [Member] | HIR Holdings, LLC [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Common stock valued | shares | 3,000,000 | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 133,500 | ||||||||||||||||||||||||
Corporate Communication Consulting Agreement [Member] | Impact IR Inc [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Common stock valued | shares | 2,000,000 | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 89,000 | ||||||||||||||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Monthly Ad spend [Member] | Minimum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Billed amount | $ 1,500 | ||||||||||||||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Monthly Ad spend [Member] | Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Billed amount | 2,000 | ||||||||||||||||||||||||
Advertising and Marketing Agreement [Member] | BLU3 [Member] | Per Month [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Billed amount | $ 3,500 | ||||||||||||||||||||||||
Marketing Agreement [Member] | BLU3 [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Agreement description | The term of this agreement is for 11 months and can be cancelled with 30 days notice during the first 90 days of the agreement. After the first 90 days, the agreement can be cancelled with 60 days’ notice after the completion of the term of the agreement. BLU3 will pay This Way Media PTY, LTD $500 per month, and 5% of each affiliate sale | ||||||||||||||||||||||||
Terms Of A Letter Agreement [Member] | Brandywine LLC [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Shares issued for cash, shares | shares | 10,000 | 2,795,000 | |||||||||||||||||||||||
Officers compensation | $ 125 | ||||||||||||||||||||||||
Constable Employment Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Shares issued for cash, shares | shares | 20,000,000 | ||||||||||||||||||||||||
Officers compensation | $ 200,000 | ||||||||||||||||||||||||
Stock option purchase to common stock | $ 100,000 | ||||||||||||||||||||||||
Stock options, shares | shares | 5,434,783 | ||||||||||||||||||||||||
Stock options exercise price | $ / shares | $ 0.0184 | ||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 106,890 | ||||||||||||||||||||||||
Constable Employment Agreement [Member] | Four Year Stock Option [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options, shares | shares | 2,000,000 | ||||||||||||||||||||||||
Stock or asset acquisition of third party | $ 5,000,000 | ||||||||||||||||||||||||
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters One [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options, shares | shares | 3,000,000 | ||||||||||||||||||||||||
Aggregate value of excess of Net revenue | $ 7,500,000 | ||||||||||||||||||||||||
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters Two [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options, shares | shares | 5,000,000 | ||||||||||||||||||||||||
Aggregate value of excess of Net revenue | $ 10,000,000 | ||||||||||||||||||||||||
Newbridge Securities Agreement [Member]. | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Common stock valued | shares | 2,100,000 | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 40,320 | ||||||||||||||||||||||||
Investor Relation Consulting Agreement [Member] | BMG Equity Partners, LLC [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Common stock valued | shares | 3,000,000 | ||||||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 120,000 | ||||||||||||||||||||||||
Distribution Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 2 years | ||||||||||||||||||||||||
Shares issued for cash, shares | shares | 500,000 | ||||||||||||||||||||||||
Shares issued for cash | $ 36,690 | ||||||||||||||||||||||||
Blake Carmichael Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Officers compensation | $ 120,000 | ||||||||||||||||||||||||
Stock options, shares | shares | 3,759,400 | ||||||||||||||||||||||||
Weighted average contractual term | 5 years | 5 years | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.0399 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | 33.3% of the stock option vests immediately, 33.3% vests on the second anniversary of the contract and 33.3% on the third anniversary of the agreement | ||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | 49,692 | ||||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.0399 | ||||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options, shares | shares | 2,403,846 | 18,000,000 | |||||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The merger agreement shall pay seven percent commission for the first two million dollars paid in aggregate consideration and six percent on the aggregate consideration above two million dollars | ||||||||||||||||||||||||
Buban Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Officers compensation | $ 110,000 | ||||||||||||||||||||||||
Stock options, shares | shares | 300,000 | ||||||||||||||||||||||||
Weighted average contractual term | 5 years | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.053 | ||||||||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 10,800 | $ 3,953 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.0531 | ||||||||||||||||||||||||
Buban Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options, shares | shares | 7,110,000 | ||||||||||||||||||||||||
Buban Agreement [Member] | Five Year Stock Option [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock options exercise price | $ / shares | $ 0.0531 | ||||||||||||||||||||||||
Buban Agreement One [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Weighted average contractual term | 5 years |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Net Revenues | $ 6,227,379 | $ 4,555,973 |
Cost of Revenue | (4,337,820) | (3,091,584) |
Gross Profit | 1,889,559 | 1,464,389 |
Depreciation | 56,472 | 21,005 |
Income (Loss) from operations | (1,852,703) | (1,333,060) |
Total Assets | 4,673,961 | 2,073,080 |
Legacy SSA Products [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 2,897,210 | 2,721,753 |
Cost of Revenue | (2,161,396) | (1,783,857) |
Gross Profit | 735,814 | 937,896 |
Depreciation | 17,447 | 8,916 |
Income (Loss) from operations | (1,778,463) | (1,063,871) |
Total Assets | 1,346,096 | 1,327,465 |
High Pressure Gas Systems [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 616,039 | 489,590 |
Cost of Revenue | (386,517) | (310,527) |
Gross Profit | 229,812 | 179,063 |
Depreciation | ||
Income (Loss) from operations | 17,980 | (30,876) |
Total Assets | 346,499 | 245,572 |
Ultra Portable Tankless Dive Systems [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 2,241,359 | 1,344,630 |
Cost of Revenue | (1,437,512) | (997,200) |
Gross Profit | 803,847 | 347,430 |
Depreciation | 14,479 | 12,089 |
Income (Loss) from operations | 32,995 | (238,313) |
Total Assets | 903,718 | 500,043 |
Redundant Air Tank Systems [Member] | ||
Revenue from External Customer [Line Items] | ||
Net Revenues | 472,771 | |
Cost of Revenue | (352,755) | |
Gross Profit | 120,016 | |
Depreciation | 24,546 | |
Income (Loss) from operations | (125,215) | |
Total Assets | $ 2,077,648 |
Segments (Details Narrative)
Segments (Details Narrative) | 12 Months Ended |
Dec. 31, 2021Integer | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 19, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Feb. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.0434 | ||||
Debt Conversion, Converted Instrument, Amount | $ 125,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 201,952 | $ 308,479 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 206,318 | 206,318 | ||||
Stock Issued During Period, Value, Issued for Services | $ 21,000 | $ 21,000 | ||||
Subsequent Event [Member] | SSI [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Capital lease term | 36 months | |||||
Lease monthly payment | $ 3,522 | |||||
Lessor, Sales-type Lease, Lessee Option to Purchase Underlying Asset | At the end of the lease SSI has the option to purchase the equipment for $3,522 plus applicable taxes. The total purchase price of machine was $108,675. | |||||
Subsequent Event [Member] | Charles F Hyatt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for cash, shares | 10,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||
Debt Conversion, Converted Instrument, Amount | $ 250,000 | |||||
Subsequent Event [Member] | Grace Hyatt [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for cash, shares | 600,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.025 | |||||
Debt Conversion, Converted Instrument, Amount | $ 15,000 |