Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
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 | 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 437,345,641 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 418,742 | $ 484,427 |
Inventory, net | 2,138,930 | 2,421,885 |
Prepaid expenses and other current assets | 177,504 | 192,130 |
Total current assets | 3,053,670 | 3,265,714 |
Property, equipment and leasehold improvements, net | 365,970 | 339,546 |
Right of use assets, net | 999,742 | 1,133,092 |
Intangible assets, net | 610,189 | 646,422 |
Goodwill | 249,986 | 249,986 |
Other assets | 30,725 | 30,724 |
Total assets | 5,310,282 | 5,665,484 |
Current liabilities | ||
Accounts payable and accrued liabilities | 740,389 | 829,456 |
Customer deposits and unearned revenue | 384,132 | 167,534 |
Other liabilities | 347,866 | 372,943 |
Operating lease liabilities, current | 275,293 | 269,046 |
Current maturities long term debt | 71,421 | 66,486 |
Total current liabilities | 1,891,218 | 1,792,151 |
Loans payable, net of current portion | 106,190 | 143,960 |
Convertible notes, net of current portion | 345,026 | 342,943 |
Operating lease liabilities, net of current portion | 728,357 | 864,057 |
Total liabilities | 3,070,791 | 3,143,111 |
Commitments and contingent liabilities (see note 9) | ||
Stockholders’ equity | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of June 30, 2023 and December 31, 2022. | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 437,345,641 shares issued and outstanding at June 30, 2023 and 425,520,662 shares issued and outstanding at December 31, 2022. | 43,736 | 42,553 |
Common stock payable 138,941 shares and 138,941 shares, as of June 30, 2023 and December 31, 2022, respectively. | 14 | 14 |
Additional paid-in capital | 19,150,577 | 18,916,876 |
Accumulated deficit | (16,955,261) | (16,437,495) |
Total stockholders’ equity | 2,239,491 | 2,522,373 |
Total liabilities and stockholders’ equity | 5,310,282 | 5,665,484 |
Nonrelated Party [Member] | ||
Current Assets | ||
Accounts receivable | 251,138 | 111,844 |
Related Party [Member] | ||
Current Assets | ||
Accounts receivable | 67,356 | 55,428 |
Current liabilities | ||
Accounts payable - related parties | 22,841 | 37,539 |
Related party convertible demand note, net | $ 49,276 | $ 49,147 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 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 | 437,345,641 | 425,520,662 |
Common stock, share outstanding | 437,345,641 | 425,520,662 |
Common stock payable, shares outstanding | 138,941 | 138,941 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,071,712 | $ 2,401,238 | $ 3,710,765 | $ 4,376,207 |
Cost of revenues | 1,446,294 | 1,538,404 | 2,671,322 | 2,837,613 |
Gross profit | 625,418 | 862,834 | 1,039,443 | 1,538,594 |
Operating expenses | ||||
Selling, general and administrative | 792,381 | 1,177,601 | 1,518,601 | 2,283,340 |
Research and development costs | 2,898 | 4,373 | 3,425 | 8,292 |
Total operating expenses | 795,279 | 1,181,974 | 1,522,026 | 2,291,632 |
Loss from operations | (169,861) | (319,140) | (482,583) | (753,038) |
Other expense, net | ||||
Interest expense | (19,983) | (9,523) | (35,183) | (19,716) |
Loss before provision for income taxes | (189,844) | (328,663) | (517,766) | (772,754) |
Provision for income taxes | ||||
Net Loss | (189,844) | (328,663) | (517,766) | (772,754) |
Loss on foreign currency contract | (10,220) | (8,633) | ||
Comprehensive loss | $ (189,844) | $ (338,883) | $ (517,766) | $ (781,387) |
Basic income (loss)per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 437,196,851 | 406,439,244 | 430,188,472 | 399,061,998 |
Diluted income (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted weighted average common shares outstanding | 437,196,851 | 406,439,244 | 430,188,472 | 399,061,998 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning 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 | ||||
Stock option expense | 230,034 | 230,034 | |||||
Net loss | (444,092) | (444,092) | |||||
Shares issued for the exercise of warrants | $ 1,060 | 263,940 | 265,000 | ||||
Shares issued for exercise of warrants, shares | 10,600,000 | ||||||
Shares issued for service | $ 120 | 35,380 | 35,500 | ||||
Shares issued for services, shares | 1,206,318 | ||||||
Other comprehensive income | 1,587 | 1,587 | |||||
Ending balance, value at Mar. 31, 2022 | $ 425 | $ 40,566 | $ 14 | 17,661,788 | 1,587 | (14,988,696) | 2,715,684 |
Balance, shares at Mar. 31, 2022 | 425,000 | 405,656,793 | 138,941 | ||||
Beginning 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 | ||||
Net loss | (772,754) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 425 | $ 40,977 | $ 14 | 18,118,192 | (8,633) | (15,317,359) | 2,833,616 |
Balance, shares at Jun. 30, 2022 | 425,000 | 409,774,099 | 138,941 | ||||
Beginning 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 | ||||
Shares issued for exercise of warrants, shares | |||||||
Ending balance, value at Dec. 31, 2022 | $ 425 | $ 42,553 | $ 14 | 18,916,876 | (16,437,495) | $ 2,522,373 | |
Balance, shares at Dec. 31, 2022 | 425,000 | 425,520,662 | 138,941 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 425 | $ 40,566 | $ 14 | 17,661,788 | 1,587 | (14,988,696) | 2,715,684 |
Balance, shares at Mar. 31, 2022 | 425,000 | 405,656,793 | 138,941 | ||||
Shares issued for accrued interest on convertible notes | $ 45 | 23,003 | 23,048 | ||||
Shares issued for accrued interest in convertible notes, shares | 449,522 | ||||||
Stock option expense | 290,707 | 290,707 | |||||
Net loss | (328,663) | (328,663) | |||||
Shares issued for service | $ 30 | 11,970 | 12,000 | ||||
Shares issued for services, shares | 302,953 | ||||||
Other comprehensive income | (10,220) | (10,220) | |||||
Shares issued for asset purchase | $ 308 | 119,692 | 120,000 | ||||
Stock issued for Asset Purchase, shares | 3,084,831 | ||||||
Shares issued for employee bonus | $ 28 | 11,032 | 11,060 | ||||
Stock issued for employee bonus, shares | 280,000 | ||||||
Ending balance, value at Jun. 30, 2022 | $ 425 | $ 40,977 | $ 14 | 18,118,192 | (8,633) | (15,317,359) | 2,833,616 |
Balance, shares at Jun. 30, 2022 | 425,000 | 409,774,099 | 138,941 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 425 | $ 42,553 | $ 14 | 18,916,876 | (16,437,495) | 2,522,373 | |
Balance, shares at Dec. 31, 2022 | 425,000 | 425,520,662 | 138,941 | ||||
Shares issued for the purchase of units | $ 1,143 | 198,857 | 200,000 | ||||
Shares issued for the purchase of units, shares | 11,428,570 | ||||||
Shares issued for accrued interest on convertible notes | $ 20 | 8,316 | 8,336 | ||||
Shares issued for accrued interest in convertible notes, shares | 198,204 | ||||||
Stock option expense | 11,034 | 11,034 | |||||
Net loss | (327,922) | (327,922) | |||||
Ending balance, value at Mar. 31, 2023 | $ 425 | $ 43,716 | $ 14 | 19,135,083 | (16,765,417) | 2,413,821 | |
Balance, shares at Mar. 31, 2023 | 425,000 | 437,147,436 | 138,941 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 425 | $ 42,553 | $ 14 | 18,916,876 | (16,437,495) | 2,522,373 | |
Balance, shares at Dec. 31, 2022 | 425,000 | 425,520,662 | 138,941 | ||||
Net loss | $ (517,766) | ||||||
Shares issued for exercise of warrants, shares | |||||||
Ending balance, value at Jun. 30, 2023 | $ 425 | $ 43,736 | $ 14 | 19,150,577 | (16,955,261) | $ 2,239,491 | |
Balance, shares at Jun. 30, 2023 | 425,000 | 437,345,641 | 138,941 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 425 | $ 43,716 | $ 14 | 19,135,083 | (16,765,417) | 2,413,821 | |
Balance, shares at Mar. 31, 2023 | 425,000 | 437,147,436 | 138,941 | ||||
Shares issued for accrued interest on convertible notes | $ 20 | 8,306 | 8,326 | ||||
Shares issued for accrued interest in convertible notes, shares | 198,205 | ||||||
Stock option expense | 7,188 | 7,188 | |||||
Net loss | (189,844) | (189,844) | |||||
Ending balance, value at Jun. 30, 2023 | $ 425 | $ 43,736 | $ 14 | $ 19,150,577 | $ (16,955,261) | $ 2,239,491 | |
Balance, shares at Jun. 30, 2023 | 425,000 | 437,345,641 | 138,941 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows used in operating activities: | ||
Net loss | $ (517,766) | $ (772,754) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 79,237 | 66,802 |
Amortization of debt discount | 5,259 | 1,844 |
Amortization of right-of-use asset | 133,350 | 104,777 |
Common stock issued for services | 47,501 | |
Reserve for slow moving inventory | 26,217 | |
Reserve for Nomad recall | (74,200) | |
Stock Based Compensation - Options | 18,219 | 520,739 |
Stock based compensation - stock grant | 11,060 | |
Shares issued for accrued interest in convertible notes | 16,662 | 23,048 |
Changes in operating assets and liabilities | ||
Change in accounts receivable, net | (139,294) | (153,542) |
Change in accounts receivable - related parties | (11,928) | 2,179 |
Change in inventory | 282,955 | (345,004) |
Change in prepaid expenses and other current assets | (49,063) | (306,081) |
Change in other assets | (3,733) | |
Change in accounts payable and accrued liabilities | (89,068) | 460,227 |
Change in customer deposits and unearned revenue | 216,598 | 136,572 |
Change in long term lease liability | (129,453) | (105,093) |
Change in other liabilities | 49,123 | 15,815 |
Change in accounts payable - related parties | (14,698) | (5,831) |
Net cash used in operating activities | (224,067) | (275,257) |
Cash flows used in investing activities: | ||
Cash used in asset acquisition | (30,000) | |
Purchase of fixed assets | (5,737) | (1,946) |
Net cash used in investing activities | (5,737) | (31,946) |
Cash flows from financing activities: | ||
Proceeds from issuance of units | 200,000 | |
Proceeds from exercise of Warrants | 265,000 | |
Repayment of debt | (35,881) | (26,373) |
Net cash provided by financing activities | 164,119 | 238,627 |
Net change in cash | (65,685) | (68,576) |
Cash, beginning balance | 484,427 | 643,143 |
Cash, end of period | 418,742 | 574,567 |
Supplemental disclosures of cash flow information: | ||
Cash Paid for Interest | 18,520 | 19,716 |
Cash Paid for Income Taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Operating lease obtained for operating lease liability | 23,294 | |
Common Stock issued for asset acquisition | 120,000 | |
Equipment obtained through financing | $ 63,689 |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Company Overview | Note 1. Company Overview Brownie’s Marine Group, Inc. (the “Company”) designs, tests, manufactures and distributes recreational hookah diving, scuba and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), manufactures and sells high pressure air and industrial. compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary, Brownie’s High Pressure Compressor Services, Inc., a Florida corporation incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company. 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. On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI utilizes technology developed by BLU3 to provide new users and interested divers a guided tour experience. On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and LBI. Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2022 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2023. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. 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 no Accounts receivable The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due). In accordance with ASU 2016-13, management believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at June 30, 2023 because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time). As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category. Accordingly, the allowance for expected credit losses at June 30, 2023 totaled $ 28,558 Inventory Inventory consists of the following: Schedule of Inventory June 30, 2023 December 31, 2022 Raw materials $ 1,151,412 $ 1,207,957 Work in process 65,882 80,727 Finished goods 865,743 1,077,308 Rental Equipment 55,893 55,893 Inventory, net $ 2,138,930 $ 2,421,885 As of June 30, 2023 and December 31, 2022, the Company recorded allowances for obsolete or slow moving inventory of approximately $ 166,698 Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers A breakdown of the total revenue between related party and non-related party revenue is as follows: Schedule of Total Revenue between Related Party and Non-Related Party Revenue 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ 1,866,022 $ 2,110,575 $ 3,293,985 $ 3,812,139 Revenues - related parties 205,690 290,663 416,780 564,068 Total Revenues $ 2,071,712 $ 2,401,238 $ 3,710,765 $ 4,376,207 See further disaggregate revenue disclosures by segment and product type in Note 10. Cost of Sales Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out-bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete products, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials. The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows: Schedule of Related Party and Non-Related Party Royalty Expense 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Cost of revenues $ 1,290,525 $ 1,331,847 $ 2,361,593 $ 2,453,485 Cost of revenues - related parties 99,136 138,025 208,061 259,199 Royalties expense - related parties 15,483 17,824 25,695 30,613 Royalties expense 41,150 50,708 75,973 94,316 Total cost of revenues $ 1,446,294 $ 1,538,404 $ 2,671,322 $ 2,837,613 Lease Accounting The Company accounts for leases in accordance with ASC 842, Leases. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company 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. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases. The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company 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. The Company did not have any finance leases as of June 30, 2023. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its 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. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company we will exercise the option, it considers 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. For the three and six months ended June 30, 2023, lease expenses were approximately $ 82,000 133,400 64,500 104,800 77,800 170,400 128,400 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases June 30, 2023 (unaudited) Right-of-use assets $ 999,742 Current lease liabilities $ 275,293 Non-current lease liabilities 728,357 Total lease liabilities $ 1,003,650 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price. Derivatives The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of June 30, 2023 the Company did not have any derivative liabilities. Loss per share of common stock Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings 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 June 30, 2023 and June 30, 2022, 149,087,986 245,847,251 Recent accounting pronouncements ASU 2016-13 Current Expected Credit Loss (ASC326) In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023 with no effect to the financial statements. ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. 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 these consolidated financial statements. For the six months ended June 30, 2023, the Company incurred a net loss of $ 517,766 16,955,261 1,162,452 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions The Company sells products to Brownie’s Southport Divers, Brownie’s Yacht Toys and Brownie’s Palm Beach Divers, companies owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 9.9 12.1 11.2 12.9 59,092 53,079 The Company sells products to BGL and 940 A, entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totaled $ 8,264 2,349 The Company had accounts payable to related parties of $ 22,841 37,539 4,352 5,441 76 7,635 2,980 5,000 The Company has exclusive license agreements with 940 A to license the trademark “Brownie’s Third Lung”, “Tankfill”, “Brownie’s Public Safety” and various other related trademarks as listed in the agreements. The agreements provide that the Company pay 2.5 15,483 17,824 25,695 30,613 7,513 On September 30, 2022, the Company issued a convertible demand 8 66,793 0.021 35 19,250 3,047 63,746 On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of 11,428,570 0.0175 200,000 On March 31, 2023, the Company issued 61,204 1,336 On June 30, 2023, the Company issued 61,677 1,287 |
Convertible Promissory Notes an
Convertible Promissory Notes and Loans Payable | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Loans Payable | Note 5. Convertible Promissory Notes and Loans Payable Convertible Promissory Notes Convertible promissory notes consisted of the following at June 30, 2023: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 9/03/21 9/03/24 8 % 346,500 (12,355 ) $ 346,500 $ (4,922 ) $ 341,578 - (1 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (52 ) 3,448 - (2 ) 9/30/22 Demand 8 % 66,793 (19,245 ) 63,746 (14,470 ) 49,276 - (3 ) $ 413,746 $ (19,444 ) $ 394,302 $ - A breakdown of current and long-term amounts due are broken down as follows for the convertible prommisory notes as of June 30, 2023: Schedule convertible promisory notes Summit Holdings V, LLC Note Tierra Vista Partners, LLC Note Robert Carmichael Note Total 2023 $ - $ - $ 63,746 $ 63,746 2024 346,500 3,500 - 350,000 Discount (4,922 ) (52 ) (14,470 ) (19,444 ) Total Loan Payments $ 341,578 $ 3,448 $ 49,276 $ 394,302 Current Portion of Loan Payable $ - $ - $ (49,276 ) $ (49,276 ) Non-Current Portion of Loan Payable $ 341,578 $ 3,448 $ - $ 345,026 (1) On September 3, 2021, the Company issued a three-year 8 346,550 50 0.051272 0.051272 12,355 Schedule of Future Amortization of Notes Payable Payment Amortization 2023 (6 months) $ - 2024 346,500 Total Note Payments $ 346,500 Current portion of note payable - Non-Current Portion of Notes Payable $ 346,500 (2) On September 3, 2021, the Company issued a three-year 8 3,500 50 0.051272 0.051272 125 Schedule of Future Amortization of Notes Payable Payment Amortization 2023 (6 months) $ - 2024 3,500 Total Note Payments $ 3,500 Current portion of note payable - Non-Current Portion of Notes Payable $ 3,500 (3) On September 30, 2022, the Company issued a convertible demand 8 66,793 0.021 19,250 Loans Payable Schedule of Future Amortization of Loans Payable Mercedes BMG (1) Navitas BLU3 (2) NFS SSI (3) Navitas 2022 BLU3 (4) Total 2023 (6 months) $ 5,583 $ 6,929 $ 11,567 $ 9,572 $ 33,651 2024 11,168 16,629 26,279 21,228 75,304 2025 8,687 18,024 12,328 23,610 62,649 2026 - 6,007 - - 6,007 Total Loan Payments $ 25,438 $ 47,589 $ 50,174 $ 54,410 $ 177,611 Current Portion of Loan Payable $ (11,169 ) $ (15,972 ) $ (24,152 ) $ (20,128 ) $ (71,421 ) Non-Current Portion of Loan Payable $ 14,269 $ 31,617 $ 26,022 $ 34,282 $ 106,190 1) 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 60 931 25,349 31,023 (2) On May 19, 2021, BLU3, executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $ 75,764 60 1,611 47,589 54,930 (3) On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $ 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 (4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 63,689 36 2,083 54,410 63,689 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 6. Business Combination Asset acquisition Gold Coast Scuba, LLC On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and Live Blue, Inc. Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition. In consideration for the assets purchased, the Company paid $ 150,000 3,084,831 120,000 30,000 The Consideration Shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the following: Summary of Holding Period and Shares Eligible to Sold Holding Period Percentage of shares 6 Up to 25.0 9 Up to 50.0 12 Up to 100.0 The leak-out restriction may be waived by the Company, upon written request by a LLC Member, if the Company’s common stock is trading on 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 acquisition were $ 10,000 While the agreement was structured as an asset purchase agreement, we also assumed the operations of Gulf Coast Scuba resulting in the recognition of a business combination. During 2022 we recognized revenue of $ 212,876 75,579 Summary of Asset Acquisition Fair Value Rental Inventory $ 48,602 Fixed Assets 50,579 Retail Inventory 60,819 Right of use asset 29,916 Lease liability (29,916 ) Net Assets Acquired $ 160,000 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 7. Goodwill and Intangible Assets, Net The following table sets for the changes in the carrying amount of the Company’ Goodwill for the six months ended June 30, 2023. Summary of Changes in Goodwill 2023 Balance, January 1 $ 249,986 Addition: - Balance, June 30 $ 249,986 The Company performed an evaluation of the value of goodwill at December 31, 2022. Based upon this evaluation it was determined that there should be no adjustment to goodwill. There has been nothing noted during the six months ended June 30, 2023 that would indicate that the value of goodwill should change through that date. The following table sets for the components of the Company’s intangible assets at June 30, 2023: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (14,788 ) $ 106,211 Customer Relationships 10 600,000 (110,000 ) 490,000 Non-Compete Agreements 5 22,000 (8,022 ) 13,978 Total $ 743,000 $ (132,811 ) $ 610,189 The aggregate amortization remaining on the intangible assets as of June 30, 2023 is a follows: Schedule of Estimated Intangible Assets Amortization Expense Intangible Amortization 2023 (6 months remaining) 36,278 2024 72,467 2025 72,467 2026 71,367 2027 68,066 Thereafter 289,544 Total $ 610,189 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8. Stockholders’ Equity Common Stock On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 0.0175 200,000 On March 31, 2023, the Company issued 61,204 1,336 On March 31, 2023, the Company issued an aggregate of 137,000 7,000 On June 30, 2023, the Company issued 61,205 1,326 On June 30, 2023, the Company issued an aggregate of 137,000 7,000 Preferred Stock During the second quarter of 2010, the holders 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 Incentive Plan On May 26, 2021 the Company adopted an Equity Incentive 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-qualified 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. 25,000,000 The Company also issued options outside of the Plan that were not approved by the security holders. These options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options. Equity Compensation Plan Information as of June 30, 2023: 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 3,319,118 $ 0.0401 21,680,882 Equity Compensation Plans Not Approved by Security Holders 105,971,520 0.0258 — Total 109,290,638 $ 0.0262 21,680,882 Options The Company has issued options to purchase approximately 105,971,520 0.0262 37,000 no For the three months ended June 30, 2023 and 2022, the Company recognized an expense of approximately $ 7,200 290,000 18,000 520,000 1,556,400 2.7 5 57,877,500 The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Schedule of Valuation Assumptions of Options Six Months ended June 30, 2023 2022 Expected volatility 172.0 346.4 % 172.0 346.4 % Expected term 1.50 5.0 1.5 5.0 Risk-free interest rate 0.16 4.64 % 0.16 2.10 % Forfeiture rate 0.17 % 0.03 % The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of June 30, 2023 and December 31, 2022 and changes during the periods ending on such dates is as follows: Schedule of Outstanding Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Options Exercise Price Contractual Life in Years Intrinsic Value Outstanding at December 31, 2021 233,128,266 $ 0.0362 2.23 Granted 5,710,901 0.0281 Forfeited (400,000 ) 0.0354 Exercised - - Cancelled - Outstanding – December 31, 2022 238,439,167 $ 0.0360 1.43 Exercisable – December 31, 2022 111,558,754 $ 0.0321 1.33 $ 68,994 Granted - - Forfeited (129,148,529 ) 0.0443 Exercised - - Cancelled - - Outstanding – June 30, 2023 109,290,638 $ 0.0262 2.26 Exercisable – June 30, 2023 57,877,504 $ 0.0217 1.82 $ 36,983 The following table summarizes information about employee stock options outstanding at June 30, 2023. Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price Number outstanding at June 30, 2023 Weighted average remaining life Weighted average exercise price Number exercisable at June 30, 2023 Weighted average exercise price Weighted average remaining life $ 0.018 0.0225 70,730,020 1.70 $ 0.0182 45,730,020 $ 0.0181 1.37 $ 0.0229 0.0325 5,018,254 4.05 $ 0.0267 4,993,254 $ 0.0267 4.0507 $ 0.0360 0.0425 25,457,364 3.07 $ 0.0398 6,179,230 $ 0.0395 3.01 $ 0.0440 0.0531 8,085,000 3.06 $ 0.0529 975,000 $ 0.0520 2.21 Outstanding options 109,290,638 2.26 0.0262 57,877,504 0.0217 1.82 At June 30, 2023, there was approximately $ 1,504,755 At June 30, 2023, there was approximately $ 51,620 1.08 Warrants On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 0.0175 200,000 A summary of the Company’s warrants as of December 31, 2022 and changes during the six months ended June 30, 2023 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 18,255,951 $ 0.0245 1.55 $ 12,000 Granted 11,428,570 $ 0.0175 Exercised - Forfeited or Expired - Outstanding – June 30, 2023 29,684,521 $ 0.0247 1.27 Exercisable – June 30, 2023 29,684,521 $ 0.0247 1.27 $ 24,000 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9. Commitments and contingencies Leases On August 14, 2014, the Company entered into a thirty-seven 5,367 4,000 10.76 2,000 the Company entered into an amendment to the initial lease agreement, commencing on October 1, 2017, which extended the term of the lease for an additional eighty-four months until 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 sixty-nine 8,025 6,527 4,848 3 10.11 1,679 Royalty Agreement On June 30, 2020, the Company entered into Amendment No. 2 to its Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). 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 15,000 2.15 60,000 180,000 200,174 60,000 15,000 41,150 50,708 75,973 94,316 Consulting and Employment Agreements On November 5, 2020, the Company entered into a three-year employment agreement with Christopher Constable (the “Constable Employment Agreement”) pursuant to which Mr. Constable served as Chief Executive Officer of the Company. Previously, Mr. Constable had provided advisory services to the Company through an agreement with Brandywine LLC. In consideration for his services, Mr. Constable received (i) an annual base salary of $ 200,000 100,000 5,434,783 0.0184 2,403,846 0.0401 3,968,254 0.0252 In addition, Mr. Constable was entitled to receive four-year 0.0184 2,000,000 5,000,000 3,000,000 7,500,000 5,000,000 10,000,000 20,000,000 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 served as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael received (i) an annual base salary of $ 120,000 five-year 3,759,400 0.0399 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. five-year 18,000,000 0.0399 On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $ 110,000 10,800 five-year 300,000 0.0531 In addition, Mrs. Buban shall be entitled to receive a five-year 7,110,000 0.0531 On January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefor, the Company will pay CLG a monthly flat fee of $ 3,000 1,000,000 27,500 On May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”) pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for his services Mr. Gagas shall receive an annual salary of $ 50,000 On May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida for $ 2,816 3.5 On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2022 with base rent of approximately $ 17,550 3.0 10,727 On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”) commencing October 1, 2022, The term of the sublease is through December 31, 2023 with a base monthly rent of $ 2,247 112 2,426 On December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed remedy for the recall and BLU3 will begin to receive units back from consumers to repair affected Nomad units. The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $ 160,500 133 653 18,975 93,161 Legal The Company was a defendant in an action, 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 17th Judicial Circuit, Broward County, Florida. The complaint, which relates to consulting services provided to the Company by the deceased between 2005 and 2017, alleges breach of contract and quantum meruit and is seeking $ 15,870.97 10,000 1,000 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 10. Segment Reporting The Company has five operating segments as described below: 1. 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 and redundant air systems for the military and recreational diving industries. 5. Guided Tour and Retail, which provides guided tours using the BLU3 technology, and also operates as a retail store for the diving community. Three Months Ended June 30 (unaudited) Schedule of Segment Reporting Information 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Guided Tour Retail Total Company 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Net Revenues $ 607,927 $ 797,022 $ 340,606 $ 270,193 $ 586,420 $ 884,271 $ 479,508 $ 399,479 $ 57,251 $ 50,274 $ 2,071,712 $ 2,401,239 Cost of Revenue (479,145 ) (558,426 ) (240,254 ) (140,248 ) (376,469 ) (570,027 ) (313,568 ) (255,568 ) (36,858 ) (14,136 ) (1,446,294 ) (1,538,405 ) Gross Profit 128,782 238,596 100,352 129,945 209,951 314,244 165,940 143,911 20,393 36,138 625,418 862,834 Depreciation 4,729 4,369 - - 7,865 2,419 28,927 24,096 3,314 - 44,835 30,884 Depreciation/Amortization Income (loss) from Operations $ (34,970 ) $ (334,967 ) $ (21,006 ) $ 41,705 $ (91,408 ) $ (41,248 ) $ 1,052 $ (46,575 ) $ (23,529 ) $ 3,237 (169,860 ) (377,848 ) Six months ended June 30 (unaudited) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Guided Tour Retail Total Company 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Net Revenues $ 1,063,307 $ 1,378,131 $ 575,486 $ 547,010 $ 1,063,335 $ 1,678,858 $ 872,484 $ 721,935 $ 136,153 $ 50,274 $ 3,710,765 $ 4,376,208 Cost of Revenue (896,959 ) (1,020,384 ) (364,440 ) (301,039 ) (720,985 ) (986,985 ) (601,308 ) (515,070 ) (87,630 ) (14,136 ) (2,671,322 ) (2,837,614 ) Gross Profit 166,348 357,747 211,046 245,971 342,350 691,873 271,176 206,865 48,523 36,138 1,039,443 1,538,594 Depreciation/Amortization 8,642 8,739 - - 12,908 8,956 58,093 49,107 4,922 - 84,566 66,802 Income (loss) from operations $ (149,245 ) $ (704,557 ) $ 8,316 $ 82,164 $ (194,618 ) $ 34,223 $ (103,208 ) $ (168,105 ) $ (43,829 ) $ 3,237 (482,582 ) $ (753,038 ) - Total Assets $ 1,339,775 $ 1,535,945 $ 358,399 $ 540,583 $ 848,141 $ 1,236,449 $ 2,534,619 $ 1,825,787 $ 229,347 $ 260,247 $ 5,310,281 $ 5,399,011 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On June 24, 2023, Christopher Constable submitted his resignation as Chief Executive Officer of the Company effective July 7, 2023. Mr. Constable will remain a member of the Company’s Board of Directors and in a consulting capacity until further notice. Mr. Constable’s resignation did not arise from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Robert Carmichael, the Company’s Chairman, President and Chief Financial Officer, assumed the position of Chief Executive Officer on July 7, 2023. Since April 2004, Mr. Carmichael has served as Chairman and President, and from April 2004 until November 2020, as Chief Executive Officer. Mr. Carmichael has served as Chief Financial Officer since 2017 and a director since 2005. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2022 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the six months ended June 30, 2023, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2023. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value. 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 no |
Accounts receivable | Accounts receivable The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due). In accordance with ASU 2016-13, management believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at June 30, 2023 because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time). As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category. Accordingly, the allowance for expected credit losses at June 30, 2023 totaled $ 28,558 |
Inventory | Inventory Inventory consists of the following: Schedule of Inventory June 30, 2023 December 31, 2022 Raw materials $ 1,151,412 $ 1,207,957 Work in process 65,882 80,727 Finished goods 865,743 1,077,308 Rental Equipment 55,893 55,893 Inventory, net $ 2,138,930 $ 2,421,885 As of June 30, 2023 and December 31, 2022, the Company recorded allowances for obsolete or slow moving inventory of approximately $ 166,698 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers A breakdown of the total revenue between related party and non-related party revenue is as follows: Schedule of Total Revenue between Related Party and Non-Related Party Revenue 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ 1,866,022 $ 2,110,575 $ 3,293,985 $ 3,812,139 Revenues - related parties 205,690 290,663 416,780 564,068 Total Revenues $ 2,071,712 $ 2,401,238 $ 3,710,765 $ 4,376,207 See further disaggregate revenue disclosures by segment and product type in Note 10. Cost of Sales Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out-bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete products, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials. The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows: Schedule of Related Party and Non-Related Party Royalty Expense 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Cost of revenues $ 1,290,525 $ 1,331,847 $ 2,361,593 $ 2,453,485 Cost of revenues - related parties 99,136 138,025 208,061 259,199 Royalties expense - related parties 15,483 17,824 25,695 30,613 Royalties expense 41,150 50,708 75,973 94,316 Total cost of revenues $ 1,446,294 $ 1,538,404 $ 2,671,322 $ 2,837,613 |
Lease Accounting | Lease Accounting The Company accounts for leases in accordance with ASC 842, Leases. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company 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. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases. The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company 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. The Company did not have any finance leases as of June 30, 2023. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its 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. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company we will exercise the option, it considers 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. For the three and six months ended June 30, 2023, lease expenses were approximately $ 82,000 133,400 64,500 104,800 77,800 170,400 128,400 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases June 30, 2023 (unaudited) Right-of-use assets $ 999,742 Current lease liabilities $ 275,293 Non-current lease liabilities 728,357 Total lease liabilities $ 1,003,650 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price. |
Derivatives | Derivatives The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of June 30, 2023 the Company did not have any derivative liabilities. |
Loss per share of common stock | Loss per share of common stock Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings 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 June 30, 2023 and June 30, 2022, 149,087,986 245,847,251 |
Recent accounting pronouncements | Recent accounting pronouncements ASU 2016-13 Current Expected Credit Loss (ASC326) In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023 with no effect to the financial statements. ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Inventory consists of the following: Schedule of Inventory June 30, 2023 December 31, 2022 Raw materials $ 1,151,412 $ 1,207,957 Work in process 65,882 80,727 Finished goods 865,743 1,077,308 Rental Equipment 55,893 55,893 Inventory, net $ 2,138,930 $ 2,421,885 |
Schedule of Total Revenue between Related Party and Non-Related Party Revenue | A breakdown of the total revenue between related party and non-related party revenue is as follows: Schedule of Total Revenue between Related Party and Non-Related Party Revenue 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Revenues $ 1,866,022 $ 2,110,575 $ 3,293,985 $ 3,812,139 Revenues - related parties 205,690 290,663 416,780 564,068 Total Revenues $ 2,071,712 $ 2,401,238 $ 3,710,765 $ 4,376,207 |
Schedule of Related Party and Non-Related Party Royalty Expense | The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows: Schedule of Related Party and Non-Related Party Royalty Expense 2023 2022 2023 2022 Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Cost of revenues $ 1,290,525 $ 1,331,847 $ 2,361,593 $ 2,453,485 Cost of revenues - related parties 99,136 138,025 208,061 259,199 Royalties expense - related parties 15,483 17,824 25,695 30,613 Royalties expense 41,150 50,708 75,973 94,316 Total cost of revenues $ 1,446,294 $ 1,538,404 $ 2,671,322 $ 2,837,613 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases June 30, 2023 (unaudited) Right-of-use assets $ 999,742 Current lease liabilities $ 275,293 Non-current lease liabilities 728,357 Total lease liabilities $ 1,003,650 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instrument [Line Items] | |
Schedule of Convertible Debentures | Convertible promissory notes consisted of the following at June 30, 2023: Schedule of Convertible Debentures Origination Maturity Interest Origination Original Period Period Period Accrued Reg. 9/03/21 9/03/24 8 % 346,500 (12,355 ) $ 346,500 $ (4,922 ) $ 341,578 - (1 ) 9/03/21 9/03/24 8 % 3,500 (125 ) 3,500 (52 ) 3,448 - (2 ) 9/30/22 Demand 8 % 66,793 (19,245 ) 63,746 (14,470 ) 49,276 - (3 ) $ 413,746 $ (19,444 ) $ 394,302 $ - |
Schedule convertible promisory notes | A breakdown of current and long-term amounts due are broken down as follows for the convertible prommisory notes as of June 30, 2023: Schedule convertible promisory notes Summit Holdings V, LLC Note Tierra Vista Partners, LLC Note Robert Carmichael Note Total 2023 $ - $ - $ 63,746 $ 63,746 2024 346,500 3,500 - 350,000 Discount (4,922 ) (52 ) (14,470 ) (19,444 ) Total Loan Payments $ 341,578 $ 3,448 $ 49,276 $ 394,302 Current Portion of Loan Payable $ - $ - $ (49,276 ) $ (49,276 ) Non-Current Portion of Loan Payable $ 341,578 $ 3,448 $ - $ 345,026 (1) On September 3, 2021, the Company issued a three-year 8 346,550 50 0.051272 0.051272 12,355 |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Mercedes BMG (1) Navitas BLU3 (2) NFS SSI (3) Navitas 2022 BLU3 (4) Total 2023 (6 months) $ 5,583 $ 6,929 $ 11,567 $ 9,572 $ 33,651 2024 11,168 16,629 26,279 21,228 75,304 2025 8,687 18,024 12,328 23,610 62,649 2026 - 6,007 - - 6,007 Total Loan Payments $ 25,438 $ 47,589 $ 50,174 $ 54,410 $ 177,611 Current Portion of Loan Payable $ (11,169 ) $ (15,972 ) $ (24,152 ) $ (20,128 ) $ (71,421 ) Non-Current Portion of Loan Payable $ 14,269 $ 31,617 $ 26,022 $ 34,282 $ 106,190 1) 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 60 931 25,349 31,023 (2) On May 19, 2021, BLU3, executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $ 75,764 60 1,611 47,589 54,930 (3) On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $ 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 (4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 63,689 36 2,083 54,410 63,689 |
Convertible Debenture [Member] | Summit Holding V, LLC [Member] | |
Debt Instrument [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Notes Payable Payment Amortization 2023 (6 months) $ - 2024 346,500 Total Note Payments $ 346,500 Current portion of note payable - Non-Current Portion of Notes Payable $ 346,500 |
Convertible Debenture [Member] | Tierra Vista Partners, LLC [Member] | |
Debt Instrument [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Notes Payable Payment Amortization 2023 (6 months) $ - 2024 3,500 Total Note Payments $ 3,500 Current portion of note payable - Non-Current Portion of Notes Payable $ 3,500 |
Business Combination (Tables)
Business Combination (Tables) - Gold Coast Scuba, LLC [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Summary of Holding Period and Shares Eligible to Sold | The Consideration Shares are subject to leak out agreements whereby the shareholders are unable to sell or transfer shares based upon the following: Summary of Holding Period and Shares Eligible to Sold Holding Period Percentage of shares 6 Up to 25.0 9 Up to 50.0 12 Up to 100.0 |
Summary of Asset Acquisition | Summary of Asset Acquisition Fair Value Rental Inventory $ 48,602 Fixed Assets 50,579 Retail Inventory 60,819 Right of use asset 29,916 Lease liability (29,916 ) Net Assets Acquired $ 160,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 six months ended June 30, 2023. Summary of Changes in Goodwill 2023 Balance, January 1 $ 249,986 Addition: - Balance, June 30 $ 249,986 |
Summary of Intangible Assets | The following table sets for the components of the Company’s intangible assets at June 30, 2023: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (14,788 ) $ 106,211 Customer Relationships 10 600,000 (110,000 ) 490,000 Non-Compete Agreements 5 22,000 (8,022 ) 13,978 Total $ 743,000 $ (132,811 ) $ 610,189 |
Schedule of Estimated Intangible Assets Amortization Expense | The aggregate amortization remaining on the intangible assets as of June 30, 2023 is a follows: Schedule of Estimated Intangible Assets Amortization Expense Intangible Amortization 2023 (6 months remaining) 36,278 2024 72,467 2025 72,467 2026 71,367 2027 68,066 Thereafter 289,544 Total $ 610,189 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Equity Compensation Plan Information | Equity Compensation Plan Information as of June 30, 2023: 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 3,319,118 $ 0.0401 21,680,882 Equity Compensation Plans Not Approved by Security Holders 105,971,520 0.0258 — Total 109,290,638 $ 0.0262 21,680,882 |
Schedule of Valuation Assumptions of Options | The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Schedule of Valuation Assumptions of Options Six Months ended June 30, 2023 2022 Expected volatility 172.0 346.4 % 172.0 346.4 % Expected term 1.50 5.0 1.5 5.0 Risk-free interest rate 0.16 4.64 % 0.16 2.10 % Forfeiture rate 0.17 % 0.03 % |
Schedule of Outstanding Stock Option Activity | A summary of the status of the Company’s outstanding stock options as of June 30, 2023 and December 31, 2022 and changes during the periods ending on such dates is as follows: Schedule of Outstanding Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Options Exercise Price Contractual Life in Years Intrinsic Value Outstanding at December 31, 2021 233,128,266 $ 0.0362 2.23 Granted 5,710,901 0.0281 Forfeited (400,000 ) 0.0354 Exercised - - Cancelled - Outstanding – December 31, 2022 238,439,167 $ 0.0360 1.43 Exercisable – December 31, 2022 111,558,754 $ 0.0321 1.33 $ 68,994 Granted - - Forfeited (129,148,529 ) 0.0443 Exercised - - Cancelled - - Outstanding – June 30, 2023 109,290,638 $ 0.0262 2.26 Exercisable – June 30, 2023 57,877,504 $ 0.0217 1.82 $ 36,983 |
Summary of Exercise Price of Employee Stock Options Outstanding | The following table summarizes information about employee stock options outstanding at June 30, 2023. Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price Number outstanding at June 30, 2023 Weighted average remaining life Weighted average exercise price Number exercisable at June 30, 2023 Weighted average exercise price Weighted average remaining life $ 0.018 0.0225 70,730,020 1.70 $ 0.0182 45,730,020 $ 0.0181 1.37 $ 0.0229 0.0325 5,018,254 4.05 $ 0.0267 4,993,254 $ 0.0267 4.0507 $ 0.0360 0.0425 25,457,364 3.07 $ 0.0398 6,179,230 $ 0.0395 3.01 $ 0.0440 0.0531 8,085,000 3.06 $ 0.0529 975,000 $ 0.0520 2.21 Outstanding options 109,290,638 2.26 0.0262 57,877,504 0.0217 1.82 |
Schedule of Warrant Activity | A summary of the Company’s warrants as of December 31, 2022 and changes during the six months ended June 30, 2023 is presented below: Schedule of Warrant Activity Number of Weighted Weighted Aggregate Outstanding – December 31, 2022 18,255,951 $ 0.0245 1.55 $ 12,000 Granted 11,428,570 $ 0.0175 Exercised - Forfeited or Expired - Outstanding – June 30, 2023 29,684,521 $ 0.0247 1.27 Exercisable – June 30, 2023 29,684,521 $ 0.0247 1.27 $ 24,000 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Schedule of Segment Reporting Information 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Guided Tour Retail Total Company 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Net Revenues $ 607,927 $ 797,022 $ 340,606 $ 270,193 $ 586,420 $ 884,271 $ 479,508 $ 399,479 $ 57,251 $ 50,274 $ 2,071,712 $ 2,401,239 Cost of Revenue (479,145 ) (558,426 ) (240,254 ) (140,248 ) (376,469 ) (570,027 ) (313,568 ) (255,568 ) (36,858 ) (14,136 ) (1,446,294 ) (1,538,405 ) Gross Profit 128,782 238,596 100,352 129,945 209,951 314,244 165,940 143,911 20,393 36,138 625,418 862,834 Depreciation 4,729 4,369 - - 7,865 2,419 28,927 24,096 3,314 - 44,835 30,884 Depreciation/Amortization Income (loss) from Operations $ (34,970 ) $ (334,967 ) $ (21,006 ) $ 41,705 $ (91,408 ) $ (41,248 ) $ 1,052 $ (46,575 ) $ (23,529 ) $ 3,237 (169,860 ) (377,848 ) Six months ended June 30 (unaudited) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Legacy SSA Products High Pressure Gas Systems Ultra Portable Tankless Dive Systems Redundant Air Tank Systems Guided Tour Retail Total Company 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Net Revenues $ 1,063,307 $ 1,378,131 $ 575,486 $ 547,010 $ 1,063,335 $ 1,678,858 $ 872,484 $ 721,935 $ 136,153 $ 50,274 $ 3,710,765 $ 4,376,208 Cost of Revenue (896,959 ) (1,020,384 ) (364,440 ) (301,039 ) (720,985 ) (986,985 ) (601,308 ) (515,070 ) (87,630 ) (14,136 ) (2,671,322 ) (2,837,614 ) Gross Profit 166,348 357,747 211,046 245,971 342,350 691,873 271,176 206,865 48,523 36,138 1,039,443 1,538,594 Depreciation/Amortization 8,642 8,739 - - 12,908 8,956 58,093 49,107 4,922 - 84,566 66,802 Income (loss) from operations $ (149,245 ) $ (704,557 ) $ 8,316 $ 82,164 $ (194,618 ) $ 34,223 $ (103,208 ) $ (168,105 ) $ (43,829 ) $ 3,237 (482,582 ) $ (753,038 ) - Total Assets $ 1,339,775 $ 1,535,945 $ 358,399 $ 540,583 $ 848,141 $ 1,236,449 $ 2,534,619 $ 1,825,787 $ 229,347 $ 260,247 $ 5,310,281 $ 5,399,011 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Raw materials | $ 1,151,412 | $ 1,207,957 |
Work in process | 65,882 | 80,727 |
Finished goods | 865,743 | 1,077,308 |
Rental Equipment | 55,893 | 55,893 |
Inventory, net | $ 2,138,930 | $ 2,421,885 |
Schedule of Total Revenue betwe
Schedule of Total Revenue between Related Party and Non-Related Party Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Revenues | $ 1,866,022 | $ 2,110,575 | $ 3,293,985 | $ 3,812,139 |
Total Revenues | 2,071,712 | 2,401,238 | 3,710,765 | 4,376,207 |
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Total Revenues | $ 205,690 | $ 290,663 | $ 416,780 | $ 564,068 |
Schedule of Related Party and N
Schedule of Related Party and Non-Related Party Royalty Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Cost of revenues | $ 1,290,525 | $ 1,331,847 | $ 2,361,593 | $ 2,453,485 |
Cost of revenues - related parties | 99,136 | 138,025 | 208,061 | 259,199 |
Royalties expense - related parties | 15,483 | 17,824 | 25,695 | 30,613 |
Royalties expense | 41,150 | 50,708 | 75,973 | 94,316 |
Cost of revenues | $ 1,446,294 | $ 1,538,404 | $ 2,671,322 | $ 2,837,613 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 999,742 | $ 1,133,092 |
Current lease liabilities | 275,293 | 269,046 |
Non-current lease liabilities | 728,357 | $ 864,057 |
Total lease liabilities | $ 1,003,650 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Cash, FDIC Insured Amount | $ 0 | $ 0 | |||
Allowance for expected credit losses | 28,558 | 28,558 | |||
Inventory valuation reserves | 166,698 | 166,698 | $ 166,698 | ||
Operating lease, expense | 82,000 | $ 64,500 | 133,400 | $ 104,800 | |
Operating lease, payments | 77,800 | $ 170,400 | $ 128,400 | ||
Antidilutive earnings per share, amount | 149,087,986 | 245,847,251 | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 517,766 | |
Accumulated deficit | 16,955,261 | $ 16,437,495 |
Working capital surplus | $ 1,162,452 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Feb. 18, 2023 | Jan. 18, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||||||||
Royalities percentages | 2.50% | |||||||||
Royalty Expense | $ 15,483 | $ 17,824 | $ 25,695 | $ 30,613 | ||||||
Accrued royalities current and non current | 7,513 | 7,513 | ||||||||
Convertible debt | 394,302 | 394,302 | ||||||||
Debt instrument, convertible, conversion price | $ 0.021 | |||||||||
Discount rate value of weighted average price | 35% | |||||||||
Debt instrument beneficial conversion feature | $ 19,250 | |||||||||
Payments productive assets | 3,047 | |||||||||
Outstsanding principal balance | [1] | $ 63,746 | $ 63,746 | |||||||
Warrant exercise price | $ 0.0262 | $ 0.0262 | ||||||||
Shares issued for cash | $ 265,000 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument stated interest percentage | 8% | |||||||||
Convertible debt | $ 66,793 | |||||||||
Robert Caramichael [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares | 61,204 | 61,677 | ||||||||
Stock issued during period, shares | $ 1,336 | $ 1,287 | ||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | $ 22,841 | 22,841 | $ 37,539 | |||||||
Accounts receivable - related parties | 67,356 | 67,356 | 55,428 | |||||||
Accounts payable - related parties | 22,841 | 22,841 | 37,539 | |||||||
Related Party [Member] | Robert Carmichael [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | 5,441 | 5,441 | ||||||||
Accounts receivable - related parties | 8,264 | 8,264 | 2,349 | |||||||
Related Party [Member] | LLC 940 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | 4,352 | 4,352 | 7,635 | |||||||
Related Party [Member] | Blake Carmichael [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | 76 | 76 | ||||||||
Related Party [Member] | Brownies Global Logistics LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | 2,980 | |||||||||
Robert Carmichael [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | 5,000 | |||||||||
Charles Hyatt [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued for cash | $ 200,000 | $ 200,000 | ||||||||
Charles Hyatt [Member] | Warrant [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, shares | 11,428,570 | 11,428,570 | ||||||||
Warrant exercise price | $ 0.0175 | $ 0.0175 | ||||||||
Other Customers [Member] | Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - related parties | $ 59,092 | $ 59,092 | $ 53,079 | |||||||
Other Customers [Member] | Revenue Benchmark [Member] | Product Concentration Risk [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Concentration risk percentage | 9.90% | 12.10% | 11.20% | 12.90% | ||||||
[1]On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $ 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 |
Schedule of Convertible Debentu
Schedule of Convertible Debentures (Details) | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Debt Instrument [Line Items] | ||
Period End Principal Balance | $ 413,746 | |
Period End Discount Balance | (19,444) | |
Period End Balance Net | 394,302 | |
Accrued Interest Balance | ||
Convertible Debenture One [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Sep. 03, 2021 | [1] |
Maturity Date | Sep. 03, 2024 | [1] |
Interest Rate | 8% | [1] |
Origination Principal Balance | $ 346,500 | [1] |
Original Discount Balance | (12,355) | [1] |
Period End Principal Balance | 346,500 | [1] |
Period End Discount Balance | (4,922) | [1] |
Period End Balance Net | 341,578 | [1] |
Accrued Interest Balance | [1] | |
Convertible Debenture Two [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Sep. 03, 2021 | [2] |
Maturity Date | Sep. 03, 2024 | [2] |
Interest Rate | 8% | [2] |
Origination Principal Balance | $ 3,500 | [2] |
Original Discount Balance | (125) | [2] |
Period End Principal Balance | 3,500 | [2] |
Period End Discount Balance | (52) | [2] |
Period End Balance Net | 3,448 | [2] |
Accrued Interest Balance | [2] | |
Convertible Debenture Three [Member] | ||
Debt Instrument [Line Items] | ||
Origination Date | Sep. 30, 2022 | [3] |
Interest Rate | 8% | [3] |
Origination Principal Balance | $ 66,793 | [3] |
Original Discount Balance | (19,245) | [3] |
Period End Principal Balance | 63,746 | [3] |
Period End Discount Balance | (14,470) | [3] |
Period End Balance Net | 49,276 | [3] |
Accrued Interest Balance | [3] | |
Debt maturity date, description | Demand | [3] |
[1]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 60 931 25,349 31,023 75,764 60 1,611 47,589 54,930 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 |
Schedule convertible promisory
Schedule convertible promisory notes (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2023 | $ 33,651 | |
2024 | 75,304 | |
Discount | (19,444) | |
Total Loan Payments | 394,302 | |
Non-Current Portion of Loan Payable | 345,026 | $ 342,943 |
Convertible Debt Securities [Member] | Convertible Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 63,746 | |
2024 | 350,000 | |
Discount | (19,444) | |
Total Loan Payments | 394,302 | |
Current Portion of Loan Payable | (49,276) | |
Non-Current Portion of Loan Payable | 345,026 | |
Summit Holdings V L L C Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
2023 | ||
2024 | 346,500 | |
Discount | (4,922) | |
Total Loan Payments | 341,578 | |
Current Portion of Loan Payable | ||
Non-Current Portion of Loan Payable | 341,578 | |
Tierra Vista Partners L L C Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
2023 | ||
2024 | 3,500 | |
Discount | (52) | |
Total Loan Payments | 3,448 | |
Current Portion of Loan Payable | ||
Non-Current Portion of Loan Payable | 3,448 | |
Robert Carmichael Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
2023 | 63,746 | |
2024 | ||
Discount | (14,470) | |
Total Loan Payments | 49,276 | |
Current Portion of Loan Payable | (49,276) | |
Non-Current Portion of Loan Payable |
Schedule of Convertible Deben_2
Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 03, 2021 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Convertible debt | $ 394,302 | |||
Debt conversion price per share | $ 0.021 | |||
Debt beneficial conversion feature | $ 19,250 | |||
Convertible Debenture One [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | [1] | $ 341,578 | ||
Interest rate | [1] | 8% | ||
Convertible Debenture One [Member] | Summit Holding V, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 8% | |||
Convertible debt | $ 346,550 | |||
Debt instrument payment rate percentage | 50% | |||
Debt conversion price per share | $ 0.051272 | |||
Debt beneficial conversion feature | $ 12,355 | |||
Convertible Debenture Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | [2] | $ 3,448 | ||
Interest rate | [2] | 8% | ||
Convertible Debenture Two [Member] | Tierra Vista Partners, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 8% | |||
Convertible Debenture Two [Member] | Tierra Vista Partners, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 3,500 | |||
Debt instrument payment rate percentage | 50% | |||
Debt conversion price per share | $ 0.051272 | |||
Debt beneficial conversion feature | $ 125 | |||
Convertible Debenture Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | [3] | $ 49,276 | ||
Interest rate | [3] | 8% | ||
Convertible Debenture Three [Member] | Robert Carmichael [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 66,793 | |||
Debt conversion price per share | $ 0.021 | |||
Debt beneficial conversion feature | $ 19,250 | |||
Interest rate | 8% | |||
[1]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 60 931 25,349 31,023 75,764 60 1,611 47,589 54,930 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 |
Schedule of Future Amortization
Schedule of Future Amortization of Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 03, 2021 |
Debt Instrument [Line Items] | |||
2023 (6 months) | $ 33,651 | ||
2024 | 75,304 | ||
Total Note Payments | 177,611 | ||
Non-Current Portion of Notes Payable | $ 345,026 | $ 342,943 | |
Convertible Debenture [Member] | Summit Holding V, LLC [Member] | |||
Debt Instrument [Line Items] | |||
2023 (6 months) | |||
2024 | 346,500 | ||
Total Note Payments | 346,500 | ||
Current portion of note payable | |||
Non-Current Portion of Notes Payable | 346,500 | ||
Convertible Debenture [Member] | Tierra Vista Partners, LLC [Member] | |||
Debt Instrument [Line Items] | |||
2023 (6 months) | |||
2024 | 3,500 | ||
Total Note Payments | 3,500 | ||
Current portion of note payable | |||
Non-Current Portion of Notes Payable | $ 3,500 |
Schedule of Future Amortizati_2
Schedule of Future Amortization of Loans Payable (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
2023 (6 months) | $ 33,651 | ||
2024 | 75,304 | ||
2025 | 62,649 | ||
2026 | 6,007 | ||
Total Note Payments | 177,611 | ||
Current Portion of Loan Payable | (71,421) | $ (66,486) | |
Non-Current Portion of Loan Payable | 106,190 | $ 143,960 | |
Mercedes Benz [Member] | |||
2023 (6 months) | [1] | 5,583 | |
2024 | [1] | 11,168 | |
2025 | [1] | 8,687 | |
2026 | [1] | ||
Total Note Payments | [1] | 25,438 | |
Current Portion of Loan Payable | [1] | (11,169) | |
Non-Current Portion of Loan Payable | [1] | 14,269 | |
Navitas BLU3 [Member] | |||
2023 (6 months) | [2] | 6,929 | |
2024 | [2] | 16,629 | |
2025 | [2] | 18,024 | |
2026 | [2] | 6,007 | |
Total Note Payments | [2] | 47,589 | |
Current Portion of Loan Payable | [2] | (15,972) | |
Non-Current Portion of Loan Payable | [2] | 31,617 | |
NFS SSI [Member] | |||
2023 (6 months) | [3] | 11,567 | |
2024 | [3] | 26,279 | |
2025 | [3] | 12,328 | |
2026 | [3] | ||
Total Note Payments | [3] | 50,174 | |
Current Portion of Loan Payable | [3] | (24,152) | |
Non-Current Portion of Loan Payable | [3] | 26,022 | |
Navitas 2022 BLU3 [Member] | |||
2023 (6 months) | [4] | 9,572 | |
2024 | [4] | 21,228 | |
2025 | [4] | 23,610 | |
2026 | [4] | ||
Total Note Payments | [4] | 54,410 | |
Current Portion of Loan Payable | [4] | (20,128) | |
Non-Current Portion of Loan Payable | [4] | $ 34,282 | |
[1]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 60 931 25,349 31,023 75,764 60 1,611 47,589 54,930 84,500 63,375 The financing agreement has a 33 2,571 50,174 60,804 63,689 36 2,083 54,410 63,689 |
Schedule of Future Amortizati_3
Schedule of Future Amortization of Loans Payable (Details) (Parenthetical) - USD ($) | Dec. 12, 2022 | Aug. 15, 2022 | Jun. 29, 2022 | May 19, 2021 | Aug. 21, 2020 | Jun. 30, 2023 | Dec. 31, 2022 |
Mercedes Benz [Member] | Installment Agreement [Member] | |||||||
Debt instrument face amount | $ 55,841 | ||||||
Debt instrument term | 60 months | ||||||
Debt instrument monthly installment | $ 931 | ||||||
Loans payable | $ 25,349 | $ 31,023 | |||||
Navitas Credit Corp. [Member] | |||||||
Debt instrument face amount | $ 63,689 | ||||||
Debt instrument term | 36 months | ||||||
Debt instrument monthly installment | $ 2,083 | ||||||
Loans payable | 54,410 | 63,689 | |||||
Navitas Credit Corp. [Member] | Installment Agreement [Member] | |||||||
Debt instrument face amount | $ 75,764 | ||||||
Debt instrument term | 60 months | ||||||
Debt instrument monthly installment | $ 1,611 | ||||||
Loans payable | 47,589 | 54,930 | |||||
SSI [Member] | |||||||
Loans payable | $ 50,174 | $ 60,804 | |||||
Purchase price | $ 84,500 | ||||||
Proceeds from related party | $ 63,375 | ||||||
Operating lease, description | The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. | ||||||
Lessee, finance lease, term of contract | 33 months | ||||||
Short-term lease payments | $ 2,571 |
Summary of Holding Period and S
Summary of Holding Period and Shares Eligible to Sold (Details) - Gold Coast Scuba, LLC [Member] | May 02, 2022 |
6 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 6 months |
Percentage of shares eligible to be sold | 25% |
9 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 9 months |
Percentage of shares eligible to be sold | 50% |
12 Months [Member] | |
Business Acquisition [Line Items] | |
Holding period from closing date | 12 months |
Percentage of shares eligible to be sold | 100% |
Summary of Asset Acquisition (D
Summary of Asset Acquisition (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Asset Acquisition [Line Items] | |
Cost per books | $ 160,000 |
Rental Inventory [Member] | |
Asset Acquisition [Line Items] | |
Cost per books | 48,602 |
Fixed Assets [Member] | |
Asset Acquisition [Line Items] | |
Cost per books | 50,579 |
Retail Inventory [Member] | |
Asset Acquisition [Line Items] | |
Cost per books | 60,819 |
Right Of Use Asset [Member] | |
Asset Acquisition [Line Items] | |
Cost per books | 29,916 |
Lease Liability [Member] | |
Asset Acquisition [Line Items] | |
Cost per books | $ (29,916) |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | 6 Months Ended | ||
May 02, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||
Payments to acquire businesses, gross | $ 30,000 | ||
Gold Coast Scuba, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Assets purchased, price | $ 150,000 | ||
Number of shares issued for consideration | 3,084,831 | ||
Number of shares issued for consideration, value | $ 120,000 | ||
Payments to acquire businesses, gross | $ 30,000 | ||
Business combination inventory assumed, description | The leak-out restriction may be waived by the Company, upon written request by a LLC Member, if the Company’s common stock is trading on the NYSE American or Nasdaq, and has a rolling 30-day average trading volume of 50,000 shares per day; provided, however, that (i) only up to 5% of the previous days total volume can be sold in one day and (ii) only through executing trades “On the Offer.” | ||
Transaction costs | $ 10,000 | ||
Revenue | 212,876 | ||
Net loss | $ 75,579 |
Summary of Changes in Goodwill
Summary of Changes in Goodwill (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance, January 1 | $ 249,986 |
Addition: | |
Balance, June 30 | $ 249,986 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, cost | $ 743,000 |
Accumulated amortization | (132,811) |
Intangible assets net book value | $ 610,189 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 15 years |
Intangible assets, cost | $ 121,000 |
Accumulated amortization | (14,788) |
Intangible assets net book value | $ 106,211 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 10 years |
Intangible assets, cost | $ 600,000 |
Accumulated amortization | (110,000) |
Intangible assets net book value | $ 490,000 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 5 years |
Intangible assets, cost | $ 22,000 |
Accumulated amortization | (8,022) |
Intangible assets net book value | $ 13,978 |
Schedule of Estimated Intangibl
Schedule of Estimated Intangible Assets Amortization Expense (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (6 months remaining) | $ 36,278 |
2024 | 72,467 |
2025 | 72,467 |
2026 | 71,367 |
2027 | 68,066 |
Thereafter | 289,544 |
Total | $ 610,189 |
Schedule of Equity Compensation
Schedule of Equity Compensation Plan Information (Details) | Jun. 30, 2023 $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 109,290,638 |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0262 |
Number of securities remaining available for future issuances under equity compensation plans | 21,680,882 |
Equity Compensation Approved Plan [Member] | Security Holders [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 3,319,118 |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0401 |
Number of securities remaining available for future issuances under equity compensation plans | 21,680,882 |
Equity Compensation Not Approved Plan [Member] | Security Holders [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of securities to be issued upon exercise of outstanding options, warrants and rights | 105,971,520 |
Weighted - average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0258 |
Number of securities remaining available for future issuances under equity compensation plans |
Schedule of Valuation Assumptio
Schedule of Valuation Assumptions of Options (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Expected volatility, minimum | 172% | 172% |
Expected volatility, maximum | 346.40% | 346.40% |
Risk-free interest rate, minimum | 0.16% | 0.16% |
Risk-free interest rate, maximum | 4.64% | 2.10% |
Forfeiture rate | 0.17% | 0.03% |
Minimum [Member] | ||
Expected term | 1 year 6 months | 1 year 6 months |
Maximum [Member] | ||
Expected term | 5 years | 5 years |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of options, outstanding, beginning balance | 238,439,167 | 233,128,266 | |
Weighted average exercise price, outstanding, beginning balance | $ 0.0360 | $ 0.0362 | |
Weighted average remaining contractual life in years | 2 years 3 months 3 days | 1 year 5 months 4 days | 2 years 2 months 23 days |
Number of options, granted | 5,710,901 | ||
Weighted average exercise price, granted | $ 0.0281 | ||
Number of options, forfeited | (129,148,529) | (400,000) | |
Weighted average exercise price, granted | $ 0.0443 | $ 0.0354 | |
Number of optionss, exercised | |||
Weighted average exercise price, exercised | |||
Weighted average exercise price, cancelled | |||
Number of options, exercisable, ending balance | 57,877,504 | 111,558,754 | |
Weighted average exercise price, exercisable, ending balance | $ 0.0321 | ||
Weighted average remaining contractual life in years, exercisable | 1 year 9 months 25 days | 1 year 3 months 29 days | |
Aggregate intrinsic value, exercisable, ending balance | $ 36,983 | $ 68,994 | |
Number of optionss, cancelled | |||
Number of options, outstanding, ending balance | 109,290,638 | 238,439,167 | 233,128,266 |
Weighted average exercise price, outstanding, ending balance | $ 0.0262 | $ 0.0360 | $ 0.0362 |
Weighted average exercise price, exercisable, ending balance | $ 0.0217 | $ 0.0321 |
Summary of Exercise Price of Em
Summary of Exercise Price of Employee Stock Options Outstanding (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock options, outstanding | shares | 109,290,638 |
Stock options, weighted average remaining life | 2 years 3 months 3 days |
Stock options, weighted average exercise price | $ 0.0262 |
Stock options, excercisable | shares | 57,877,504 |
Stock options, weighted average exercise price, exercisable | $ 0.0217 |
Stock options, weighted average remaining life, exercisable | 1 year 9 months 25 days |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 0.018 |
Exercise price, upper range limit | $ 0.0225 |
Stock options, outstanding | shares | 70,730,020 |
Stock options, weighted average remaining life | 1 year 8 months 12 days |
Stock options, weighted average exercise price | $ 0.0182 |
Stock options, excercisable | shares | 45,730,020 |
Stock options, weighted average exercise price, exercisable | $ 0.0181 |
Stock options, weighted average remaining life, exercisable | 1 year 4 months 13 days |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 0.0229 |
Exercise price, upper range limit | $ 0.0325 |
Stock options, outstanding | shares | 5,018,254 |
Stock options, weighted average remaining life | 4 years 18 days |
Stock options, weighted average exercise price | $ 0.0267 |
Stock options, excercisable | shares | 4,993,254 |
Stock options, weighted average exercise price, exercisable | $ 0.0267 |
Stock options, weighted average remaining life, exercisable | 4 years 18 days |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 0.0360 |
Exercise price, upper range limit | $ 0.0425 |
Stock options, outstanding | shares | 25,457,364 |
Stock options, weighted average remaining life | 3 years 25 days |
Stock options, weighted average exercise price | $ 0.0398 |
Stock options, excercisable | shares | 6,179,230 |
Stock options, weighted average exercise price, exercisable | $ 0.0395 |
Stock options, weighted average remaining life, exercisable | 3 years 3 days |
Exercise Price Range Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price, lower range limit | $ 0.0440 |
Exercise price, upper range limit | $ 0.0531 |
Stock options, outstanding | shares | 8,085,000 |
Stock options, weighted average remaining life | 3 years 21 days |
Stock options, weighted average exercise price | $ 0.0529 |
Stock options, excercisable | shares | 975,000 |
Stock options, weighted average exercise price, exercisable | $ 0.0520 |
Stock options, weighted average remaining life, exercisable | 2 years 2 months 15 days |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, outstanding, beginning balance | 18,255,951 |
Weighted average exercise price, outstanding, beginning balance | $ / shares | $ 0.0245 |
Weighted average remaining contractual life in years | 1 year 6 months 18 days |
Aggregate intrinsic value, beginning balance | $ | $ 12,000 |
Number of warrants, granted | 11,428,570 |
Weighted average exercise price,exercised | $ / shares | $ 0.0175 |
Number of warrants, exercised | |
Number of warrants, forfeited | |
Number of warrants, outstanding, ending balance | 29,684,521 |
Weighted average exercise price, outstanding, ending balance | $ / shares | $ 0.0247 |
Weighted average remaining contractual life in years | 1 year 3 months 7 days |
Number of warrants, exercisable | 29,684,521 |
Weighted average exercise price, exercisable, ending balance | $ / shares | $ 0.0247 |
Weighted average remaining contractual life in years, exercisable | 1 year 3 months 7 days |
Aggregate intrinsic value, ending balance | $ | $ 24,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Feb. 18, 2023 | Jan. 18, 2023 | Apr. 30, 2011 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 26, 2021 | Jun. 30, 2010 | |
Class of Stock [Line Items] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0262 | $ 0.0262 | $ 0.0262 | ||||||||||
Proceeds from warrant exercises | $ 265,000 | ||||||||||||
Convertible shares issued | 137,000 | 137,000 | |||||||||||
Convertible shares issued, value | $ 7,000 | $ 7,000 | |||||||||||
Preferred stock, shares authorized | 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 | |||||||||
Shares reserved for issuance under the plan | 138,941 | 138,941 | 138,941 | 138,941 | |||||||||
Common stock shares purchase | 109,290,638 | 109,290,638 | 109,290,638 | 238,439,167 | 233,128,266 | ||||||||
Average exercise price | $ 0.0262 | $ 0.0262 | $ 0.0262 | $ 0.0360 | $ 0.0362 | ||||||||
Common stock shares purchase | 5,710,901 | ||||||||||||
Options Held [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Unrecognized stock option | $ 1,504,755 | $ 1,504,755 | $ 1,504,755 | ||||||||||
Weighted Average [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Unrecognized stock option | $ 51,620 | 51,620 | $ 51,620 | ||||||||||
Weighted-average period for recognition | 1 year 29 days | ||||||||||||
General and Administrative Expense [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Non-cash compensation expense | $ 7,200 | $ 290,000 | $ 18,000 | $ 520,000 | |||||||||
Equity Incentive Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares reserved for issuance under the plan | 25,000,000 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock shares purchase | 105,971,520 | 105,971,520 | 105,971,520 | ||||||||||
Average exercise price | $ 0.0262 | $ 0.0262 | $ 0.0262 | ||||||||||
Fair value granted | $ 37,000 | ||||||||||||
Common stock shares purchase | |||||||||||||
Unrecognized stock option | $ 1,556,400 | $ 1,556,400 | $ 1,556,400 | ||||||||||
Weighted-average period for recognition | 2 years 8 months 12 days | ||||||||||||
Maximum contractual term | 5 years | ||||||||||||
Number of shares vested | 57,877,500 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
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. | ||||||||||||
Mr. Charles F. Hyatt [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | 11,428,570 | 11,428,570 | |||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0175 | $ 0.0175 | |||||||||||
Proceeds from warrant exercises | $ 200,000 | $ 200,000 | |||||||||||
Robert Carmichael [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Convertible shares issued | 61,205 | 61,204 | |||||||||||
Convertible shares issued, value | $ 1,326 | $ 1,336 | |||||||||||
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares outstanding | 425,000 | 425,000 | 425,000 | 425,000 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 22, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 14, 2022 USD ($) | May 02, 2022 USD ($) | Jan. 17, 2022 USD ($) shares | Sep. 03, 2021 USD ($) $ / shares shares | Aug. 01, 2021 USD ($) $ / shares shares | Jul. 12, 2021 USD ($) | Nov. 05, 2020 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) | Nov. 11, 2018 USD ($) ft² | Jan. 04, 2018 USD ($) | Dec. 01, 2016 USD ($) | Aug. 14, 2014 USD ($) | Dec. 31, 2019 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 05, 2022 $ / shares shares | Nov. 05, 2021 $ / shares shares | May 06, 2019 USD ($) | |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Lessee, operating lease, term of contract | 69 months | 61 months | 37 months | |||||||||||||||||||||
Payment of security deposit | $ 5,367 | |||||||||||||||||||||||
Monthly rent | $ 2,247 | $ 17,550 | $ 2,816 | $ 4,848 | $ 9,300 | $ 4,626 | $ 4,000 | |||||||||||||||||
Percentage of annual operating expenses | 10.11% | 10.76% | ||||||||||||||||||||||
Rent expense | $ 1,679 | $ 2,000 | ||||||||||||||||||||||
Lease extension description | the Company entered into an amendment to the initial lease agreement, commencing on October 1, 2017, which extended the term of the lease for an additional eighty-four months until September 30, 2024. | |||||||||||||||||||||||
Expiration date | Sep. 30, 2024 | |||||||||||||||||||||||
Rent increased percentage | 3% | 3.50% | 3% | 2.50% | 3% | |||||||||||||||||||
Security deposit | 2,426 | $ 10,727 | $ 6,527 | $ 8,450 | ||||||||||||||||||||
Area of land | ft² | 8,025 | |||||||||||||||||||||||
Minimum yearly royalty percentage | 2.15% | |||||||||||||||||||||||
Common stock shares purchase | shares | 109,290,638 | 109,290,638 | 238,439,167 | 233,128,266 | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.0262 | $ 0.0262 | $ 0.0360 | $ 0.0362 | ||||||||||||||||||||
Weighted average remaining contractual term | 2 years 3 months 3 days | 1 year 5 months 4 days | 2 years 2 months 23 days | |||||||||||||||||||||
Options exercisable price | $ / shares | $ 0.0217 | $ 0.0217 | $ 0.0321 | |||||||||||||||||||||
Monthly common area maintenance | $ 112 | |||||||||||||||||||||||
Reserve cost | $ 160,500 | |||||||||||||||||||||||
Repaired and returned units | shares | 133 | 653 | ||||||||||||||||||||||
Customers resulting in reduction and reserve amount | $ 18,975 | $ 93,161 | ||||||||||||||||||||||
Unpaid consulting fees | $ 15,870.97 | |||||||||||||||||||||||
Payments for legal settlements | $ 10,000 | |||||||||||||||||||||||
Monthly installments amount | $ 1,000 | 1,000 | ||||||||||||||||||||||
Crone Law Group [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Monthly rent | $ 3,000 | |||||||||||||||||||||||
Shares issued | shares | 1,000,000 | |||||||||||||||||||||||
Common stock with a fair market value | $ 27,500 | |||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Minimum royalty | $ 60,000 | $ 15,000 | ||||||||||||||||||||||
Payments for royalties | $ 41,150 | $ 50,708 | $ 75,973 | $ 94,316 | ||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Fiscal Years 2022, 2023 and 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 | $ 200,174 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Constable Employment Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 200,000 | |||||||||||||||||||||||
Payments for repurchase of common stock | $ 100,000 | |||||||||||||||||||||||
Common stock shares purchase | shares | 5,434,783 | 3,968,254 | 2,403,846 | |||||||||||||||||||||
Exercise price | $ / shares | $ 0.0184 | $ 0.0252 | $ 0.0401 | |||||||||||||||||||||
Options exercisable price | $ / shares | $ 0.0184 | |||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 20,000,000 | |||||||||||||||||||||||
Constable Employment Agreement [Member] | Four Year Stock Option [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Common stock shares purchase | shares | 2,000,000 | |||||||||||||||||||||||
Weighted average remaining contractual term | 4 years | |||||||||||||||||||||||
Stock or asset acquisition of third party | $ 5,000,000 | |||||||||||||||||||||||
Constable Employment Agreement [Member] | Four Consecutive Fiscal Quarters One [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Common stock shares purchase | 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] | ||||||||||||||||||||||||
Common stock shares purchase | shares | 5,000,000 | |||||||||||||||||||||||
Aggregate value of excess of net revenue | $ 10,000,000 | |||||||||||||||||||||||
Blake Carmichael Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 120,000 | |||||||||||||||||||||||
Common stock shares purchase | shares | 3,759,400 | |||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0399 | |||||||||||||||||||||||
Weighted average remaining contractual term | 5 years | |||||||||||||||||||||||
Vesting description | 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. | |||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0399 | |||||||||||||||||||||||
Weighted average remaining contractual term | 5 years | |||||||||||||||||||||||
Blake Carmichael Agreement One [Member] | Maximum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Common stock shares purchase | shares | 18,000,000 | |||||||||||||||||||||||
Buban Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 110,000 | |||||||||||||||||||||||
Common stock shares purchase | shares | 300,000 | |||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0531 | |||||||||||||||||||||||
Weighted average remaining contractual term | 5 years | |||||||||||||||||||||||
Share based payment arrangement, expense | $ 10,800 | |||||||||||||||||||||||
Buban Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Common stock shares purchase | shares | 7,110,000 | |||||||||||||||||||||||
Buban Agreement [Member] | Five Year Stock Option [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0531 | |||||||||||||||||||||||
Gagas Employment Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Annual base salary | $ 50,000 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net Revenues | $ 2,071,712 | $ 2,401,238 | $ 3,710,765 | $ 4,376,207 | |
Cost of Revenue | (1,446,294) | (1,538,404) | (2,671,322) | (2,837,613) | |
Gross Profit | 625,418 | 862,834 | 1,039,443 | 1,538,594 | |
Income (loss) from operations | (169,861) | (319,140) | (482,583) | (753,038) | |
Total Assets | 5,310,282 | 5,310,282 | $ 5,665,484 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 2,071,712 | 2,401,239 | 3,710,765 | 4,376,208 | |
Cost of Revenue | (1,446,294) | (1,538,405) | (2,671,322) | (2,837,614) | |
Gross Profit | 625,418 | 862,834 | 1,039,443 | 1,538,594 | |
Depreciation | 44,835 | 30,884 | |||
Depreciation/Amortization | 84,566 | 66,802 | |||
Income (loss) from operations | (169,860) | (377,848) | (482,582) | (753,038) | |
Total Assets | 5,310,281 | 5,399,011 | 5,310,281 | 5,399,011 | |
Operating Segments [Member] | Legacy SSA Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 607,927 | 797,022 | 1,063,307 | 1,378,131 | |
Cost of Revenue | (479,145) | (558,426) | (896,959) | (1,020,384) | |
Gross Profit | 128,782 | 238,596 | 166,348 | 357,747 | |
Depreciation | 4,729 | 4,369 | |||
Depreciation/Amortization | 8,642 | 8,739 | |||
Income (loss) from operations | (34,970) | (334,967) | (149,245) | (704,557) | |
Total Assets | 1,339,775 | 1,535,945 | 1,339,775 | 1,535,945 | |
Operating Segments [Member] | High Pressure Gas Systems [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 340,606 | 270,193 | 575,486 | 547,010 | |
Cost of Revenue | (240,254) | (140,248) | (364,440) | (301,039) | |
Gross Profit | 100,352 | 129,945 | 211,046 | 245,971 | |
Depreciation | |||||
Depreciation/Amortization | |||||
Income (loss) from operations | (21,006) | 41,705 | 8,316 | 82,164 | |
Total Assets | 358,399 | 540,583 | 358,399 | 540,583 | |
Operating Segments [Member] | Ultra Portable Tankless Dive Systems [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 586,420 | 884,271 | 1,063,335 | 1,678,858 | |
Cost of Revenue | (376,469) | (570,027) | (720,985) | (986,985) | |
Gross Profit | 209,951 | 314,244 | 342,350 | 691,873 | |
Depreciation | 7,865 | 2,419 | |||
Depreciation/Amortization | 12,908 | 8,956 | |||
Income (loss) from operations | (91,408) | (41,248) | (194,618) | 34,223 | |
Total Assets | 848,141 | 1,236,449 | 848,141 | 1,236,449 | |
Operating Segments [Member] | Redundant Air Tank Systems [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 479,508 | 399,479 | 872,484 | 721,935 | |
Cost of Revenue | (313,568) | (255,568) | (601,308) | (515,070) | |
Gross Profit | 165,940 | 143,911 | 271,176 | 206,865 | |
Depreciation | 28,927 | 24,096 | |||
Depreciation/Amortization | 58,093 | 49,107 | |||
Income (loss) from operations | 1,052 | (46,575) | (103,208) | (168,105) | |
Total Assets | 2,534,619 | 1,825,787 | 2,534,619 | 1,825,787 | |
Operating Segments [Member] | Guided Tour Retail [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenues | 57,251 | 50,274 | 136,153 | 50,274 | |
Cost of Revenue | (36,858) | (14,136) | (87,630) | (14,136) | |
Gross Profit | 20,393 | 36,138 | 48,523 | 36,138 | |
Depreciation | 3,314 | ||||
Depreciation/Amortization | 4,922 | ||||
Income (loss) from operations | (23,529) | 3,237 | (43,829) | 3,237 | |
Total Assets | $ 229,347 | $ 260,247 | $ 229,347 | $ 260,247 |