Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 09, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,273,810 | ||
Entity Common Stock, Shares Outstanding | 439,545,865 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | Assurance Dimensions, Inc | ||
Auditor Firm ID | 5036 | ||
Auditor Location | Margate, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 431,112 | $ 484,427 |
Inventory, net | 1,998,807 | 2,421,885 |
Prepaid expenses and other current assets | 190,412 | 192,130 |
Total current assets | 2,736,601 | 3,265,714 |
Property, equipment and leasehold improvements, net | 342,681 | 339,546 |
Operating lease right-of-use assets | 844,083 | 1,133,092 |
Intangible assets, net | 573,955 | 646,422 |
Goodwill | 249,986 | 249,986 |
Other assets | 30,724 | 30,724 |
Total assets | 4,778,030 | 5,665,484 |
Current liabilities | ||
Accounts payable and accrued liabilities | 789,702 | 829,456 |
Customer deposits and unearned revenue | 255,740 | 167,534 |
Other liabilities | 451,954 | 372,943 |
Operating lease liabilities | 259,154 | 269,046 |
Loans payable, current portion | 75,304 | 66,486 |
Total current liabilities | 2,502,787 | 1,792,151 |
Loans payable, net of current portion | 64,656 | 143,960 |
Convertible notes, net of current portion | 342,943 | |
Operating lease liabilities | 615,915 | 864,057 |
Total liabilities | 3,183,358 | 3,143,111 |
Commitments and contingent liabilities (see note 15) | ||
Stockholders’ equity | ||
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of December 31, 2023 and December 31, 2022. | 425 | 425 |
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 437,742,050 shares issued and outstanding at December 31, 2023 and 425,520,662 shares issued and outstanding at December 31, 2022, respectively. | 43,775 | 42,553 |
Common stock payable 138,941 shares and 138,941 shares, respectively as of December 31, 2023 and December 31, 2022. | 14 | 14 |
Additional paid-in capital | 19,236,068 | 18,916,876 |
Accumulated deficit | (17,685,610) | (16,437,495) |
Total stockholders’ equity | 1,594,672 | 2,522,373 |
Total liabilities and stockholders’ equity | 4,778,030 | 5,665,484 |
Nonrelated Party [Member] | ||
Current Assets | ||
Accounts receivable | 84,140 | 111,844 |
Current liabilities | ||
Convertible notes | 346,871 | |
Related Party [Member] | ||
Current Assets | ||
Accounts receivable | 32,130 | 55,428 |
Current liabilities | ||
Accounts payable - related parties | 46,578 | 37,539 |
Convertible notes | 52,484 | 49,147 |
Related party notes payable | $ 225,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 54,427 | $ 28,558 |
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 | 437,742,050 | 425,520,662 |
Common stock, share outstanding | 437,742,050 | 425,520,662 |
Common stock payable, shares outstanding | 138,941 | 138,941 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net revenues | ||
Total net revenues | $ 7,580,798 | $ 8,577,372 |
Cost of net revenues | ||
Total cost of revenues | 5,472,892 | 5,783,173 |
Gross profit | 2,107,906 | 2,794,199 |
Operating expenses | ||
Selling, general and administrative | 3,263,439 | 4,626,202 |
Research and development costs | 13,880 | 18,393 |
Total operating expenses | 3,277,319 | 4,644,595 |
Loss from operations | (1,169,413) | (1,850,395) |
Other (income) expense, net | ||
Interest expense | (78,702) | (42,496) |
Total other (income) expense - net | (78,702) | (42,496) |
Loss income before provision for income taxes | (1,248,115) | (1,892,891) |
Provision for income taxes | ||
Net loss | $ (1,248,115) | $ (1,892,891) |
Basic loss per common share | $ 0 | $ 0 |
Diluted loss per common share | $ 0 | $ 0 |
Basic weighted average common shares outstanding | 436,199,516 | 410,509,853 |
Diluted weighted average common shares outstanding | 436,199,516 | 410,509,853 |
Nonrelated Party [Member] | ||
Net revenues | ||
Total net revenues | $ 6,773,974 | $ 7,595,581 |
Cost of net revenues | ||
Cost of net revenues | 4,889,769 | 5,055,947 |
Royalties expense | 138,643 | 203,621 |
Related Party [Member] | ||
Net revenues | ||
Total net revenues | 806,824 | 981,791 |
Cost of net revenues | ||
Cost of net revenues | 387,160 | 462,297 |
Royalties expense | $ 57,320 | $ 61,308 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance 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 the purchase of units | $ 1,426 | 303,574 | 305,000 | |||
Shares issued for the purchase of units, shares | 14,255,951 | |||||
Shares issued for exercise of warrants | $ 1,060 | 263,940 | 265,000 | |||
Shares issued for exercise of warrants, shares | 10,600,000 | |||||
Shares issued for Asset Purchase | $ 308 | 119,692 | 120,000 | |||
Stock issued for Asset Purchase, shares | 3,084,831 | |||||
Shares issued for Royalty agreement | $ 116 | 29,884 | 30,000 | |||
Shares issued for Royalty Agreement, shares | 1,155,881 | |||||
Shares issued for accrued interest in convertible notes | $ 78 | 38,306 | 38,384 | |||
Shares issued for accrued interest in convertible notes, shares | 784,253 | |||||
Shares issued for employee bonus | $ 28 | 11,032 | 11,060 | |||
Stock issued for employee bonus, shares | 280,000 | |||||
Shares issued for services | $ 151 | 47,350 | 47,501 | |||
Shares issued for services, shares | 1,509,271 | |||||
Beneficial Conversion Feature | 19,250 | 19,250 | ||||
Stock Option Expense | 951,414 | 951,414 | ||||
Net Loss | (1,892,891) | (1,892,891) | ||||
Balance 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 in convertible notes | $ 79 | 38,911 | 38,990 | |||
Shares issued for accrued interest in convertible notes, shares | 792,818 | |||||
Stock Option Expense | 81,424 | 81,424 | ||||
Net Loss | (1,248,115) | (1,248,115) | ||||
Balance at Dec. 31, 2023 | $ 425 | $ 43,775 | $ 14 | $ 19,236,068 | $ (17,685,610) | $ 1,594,672 |
Balance, shares at Dec. 31, 2023 | 425,000 | 437,742,050 | 138,941 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows provided by operating activities: | ||
Net loss | $ (1,248,115) | $ (1,892,891) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 162,976 | 149,120 |
Amortization of debt discount | 10,312 | 5,304 |
Amortization of right-of-use asset | 289,009 | 241,995 |
Common stock issued for services | 47,501 | |
Shares issued for royalty | 30,000 | |
Allowance (recovery) for doubtful accounts | 25,870 | |
Allowance for slow moving inventory | 21,694 | 26,207 |
Allowance for Nomad recall | (160,500) | 160,500 |
Stock Based Compensation – Options | 81,424 | 951,414 |
Stock based compensation – stock grant | 11,060 | |
Shares issued for accrued interest in convertible notes | 38,990 | 38,385 |
Changes in operating assets and liabilities | ||
Change in accounts receivable, net | 1,834 | 11,426 |
Change in accounts receivable – related parties | 23,298 | 21,873 |
Change in inventory | 401,385 | (443,412) |
Change in prepaid expenses and other current assets | (61,971) | 99,017 |
Change in other assets | (16,626) | |
Change in accounts payable and accrued liabilities | (39,755) | 85,073 |
Change in customer deposits and unearned revenue | 88,206 | 23,596 |
Change in long term lease liability | (258,034) | (242,690) |
Change in other liabilities | 239,511 | 14,519 |
Change in accounts payable – related parties | 9,039 | 272 |
Net cash used in operating activities | (374,827) | (678,357) |
Cash flows provided by (used) in investing activities: | ||
Cash used in asset acquisition | (30,000) | |
Cash used in purchase of fixed assets, net of debt | (21,124) | |
Purchase of fixed assets | (29,955) | (11,040) |
Net cash used in investing activities | (29,955) | (62,164) |
Cash flows from financing activities: | ||
Proceeds from issuance of units | 200,000 | 305,000 |
Proceeds from exercise of Warrants | 265,000 | |
Proceeds of related party demand note | 225,000 | |
Proceeds of convertible note | 66,793 | |
Repayment of debt | (73,533) | (54,988) |
Net cash provided by financing activities | 351,467 | 581,805 |
Net decrease in cash | (53,315) | (158,716) |
Cash, beginning balance | 484,427 | 643,143 |
Cash, end of Year | 431,112 | 484,427 |
Supplemental disclosures of cash flow information: | ||
Cash Paid for Interest | 39,712 | 42,496 |
Cash Paid for Income Taxes | ||
Supplemental disclosure of non-cash financing activities: | ||
Operating lease obtained for operating lease liability | 920,615 | |
Common Stock issued for asset acquisition | 120,000 | |
Beneficial conversion feature on notes issued for acquisition | 19,250 | |
Fixed asset purchase through the issuance of debt | 84,500 | |
Prepayment for equipment through financing | $ 63,689 |
Description of business and sum
Description of business and summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of business and summary of significant accounting policies | Note 1. Description of business and summary of significant accounting policies Description of business Submersible is a manufacturer of high-pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world. On February 13, 2022 the Company filed with the Florida Department of State, 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 Definition of fiscal year Principles of Consolidation Use of estimates Going Concern 1,248,115 1,892,891 17,685,610 The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern for the twelve months after the date that the financial statements were issued. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued common stock and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If the Company fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. Cash and equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per EIN. At December 31, 2023 and 2022, the Company had approximately $ 25,000 0 -, respectively, in excess of the FDIC insured limit. Accounts receivable In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 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 December 31, 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 allowances for doubtful accounts totaled $ 54,427 28,558 Inventory Property and equipment and leasehold improvements 3 5 The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. Goodwill The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. As of December 31, 2023 and 2022, there was no Intangible assets Intangible assets are comprised of customer relationships, trademarks and non-compete agreements acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. Unlike goodwill and indefinite-lived intangible assets, the accounting rules do not provide for an annual impairment test in determining whether fixed assets (e.g., property, plant, and equipment) and finite-lived intangible assets (e.g., customer lists) are impaired. Instead, they require that a triggering event occur before testing an asset for impairment. Once a triggering event has occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test involves a comparison of undiscounted cash flows against the carrying value of the asset as an initial test. If the carrying value of such asset exceeds the undiscounted cash flow, the asset would be deemed to be impaired. Impairment would then be measured as the difference between the fair value of the fixed or amortizing intangible asset and the carrying value to determine the amount of the impairment. As of December 31, 2023 and 2022, there was no 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 Related Party and Non-related Party Revenue 2023 2022 Revenues $ 6,773,974 $ 7,595,581 Revenues - related parties 806,824 981,791 Total Revenues $ 7,580,798 $ 8,577,372 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 Cost of Revenue 2023 2022 Cost of revenues $ 4,889,769 $ 5,055,947 Cost of revenues - related parties 387,160 462,297 Cost of revenues 387,160 462,297 Royalty expense - related parties 57,320 61,308 Royalty expense 138,643 203,620 Total cost of revenues $ 5,472,892 $ 5,783,173 Operating Expenses Operating expenses include selling expenses such as warehousing expenses after manufacture, as well as expenses for advertising, and other marketing expenses. Operating expenses also include such costs as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other general and administrative costs. Lease Accounting We account for leases in accordance with ASC 842. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance leases. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2023 and 2022. Our leases generally have terms that range from three years for equipment and three to six years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2023 December 31, 2022 Right-of-use assets Operating lease assets $ 844,083 $ 1,133,092 Current lease liabilities Current operating lease liabilities $ 259,154 $ 269,046 Non-current lease liabilities Long-term operating lease liabilities 615,915 864,057 Total lease liabilities $ 875,069 $ 1,133,103 Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2023. December 31, 2022 Weighted average remaining lease term (years) 3.47 4.47 Weighted average discount rate 6.59 % 6.82 % The components of lease costs were as follows: Schedule of Lease Cost December 31, 2023 December 31, 2022 Operating lease cost $ 109,125 $ 246,571 Variable lease cost - - Total lease costs $ 109,125 $ 246,571 Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2023 December 31, 2022 Cash paid for operating lease liabilities $ 468,138 $ 340,471 Operating right of use assets obtained in exchange for operating lease liabilities $ 844,083 $ 920,615 Maturities of lease liabilities were as follows as of December 31, 2023: Schedule of Maturities of Operating Lease Liabilities Trebor Industries Office Lease BMG Office Lease Submersible Systems Lease Live Blue, Inc. Total lease payments 2024 51,064 51,956 210,600 - 313,620 2025 - - 216,397 - 216,397 2026 - - 222,886 - 222,886 2027 - - 229,566 - 229,566 Thereafter - - 19,177 19,177 Total 51,064 51,956 898,626 - 1,001,646 Less: Imputed interest (2,549 ) (2,593 ) (121,435 ) - (126,577 ) Present value of lease liabilities $ 48,515 $ 49,363 777,191 $ - $ 875,069 Detailed information on leases can be found in Note 15. Product development costs Advertising and marketing costs 365,604 499,441 Research and development costs Research and Development 13,880 18,393 Customer deposits and unearned revenue and returns policy 50 15 255,740 167,534 Warranty policy Guarantor’s Guarantees 40,468 27,651 Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Stock-based compensation During the years ended December 31, 2023 and 2022, the Company recognized share based compensation with a fair value of $ 81,424 962,446 Usage of Authorized but Unissued Shares of Common Stock Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2023, and 2022, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, lease liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. Loss per common share 107,761,177 266,722,242 New 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 . |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 2. Inventory Inventory consists of the following as of: Schedule of Inventory 2023 2022 December 31, 2023 2022 Raw materials $ 1,063,888 $ 1,207,957 Work In Process 63,258 80,727 Finished goods 1,004,160 1,302,995 Rental Equipment 55,893 55,893 Allowance for Obsolete or Excess Inventory (188,392 ) (225,687 ) Total Inventory, net $ 1,998,807 $ 2,421,885 As of December 31, 2023 and 2022, the Company recorded allowances for obsolete or slow moving inventory of approximately $ 188,392 225,687 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid inventory $ 109,943 $ 42,660 Prepaid expenses and other current assets 80,469 149,470 Total prepaid expenses and other current assets $ 190,412 $ 192,130 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment consist of the following as of: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Tooling and equipment $ 661,951 $ 586,597 Computer equipment and software 51,770 40,621 Vehicles 79,557 79,557 Leasehold improvements 62,927 65,748 Total property and equipment 856,206 777,523 Less: accumulated depreciation and amortization (513,525 ) (432,977 ) Total property and equipment, net $ 342,681 $ 339,546 Depreciation and amortization expense totaled $ 155,837 149,120 76,394 80,597 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Note 5. Other Assets Other assets at December 31, 2023 and December 31, 2022 of $ 30,724 consisted of refundable deposits. |
Customer Credit and Vendor Conc
Customer Credit and Vendor Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Customer Credit and Vendor Concentrations | Note 6. Customer Credit and Vendor Concentrations The Company sells to three entities owned by the brother of Robert M. Carmichael and three companies owned by Robert M. Carmichael as further discussed in Note 7 - Related Parties Transactions. Combined sales to these six entities for the years ended December 31, 2023 and 2022, represented 10.6 11.4 Related Parties represented concentration in outstanding accounts receivable of 8.6% 10.1 10 Additionally, the Company has a non-related party customer, Amazon, that represented 4.8 Revenue from Amazon accounted for 10.5 12 The Company has one vendor that for the year ended December 31, 2023, and two vendors for the year ended December 31, 2022, that supplied more than 10% each of the Company’s overall purchases. L&W supplied 14.4 % of overall purchases for the year ended December 31, 2023. Tian Li He Technology supplied 11.9 % of overall purchases and L&W supplied 11.7 % of overall purchases for the year ended December 31, 2022. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7. Related Party Transactions We sell products to Brownie’s Southport Divers, Inc., Brownie’s Palm Beach Divers, and Brownie’s Yacht Toys, companies owned by the brother of Robert Carmichael. Combined net revenues from these entities for the years December 31, 2023 and 2022, totaled $ 806,824 981,791 12,766 11,927 6,790 16,875 6,773 15,532 We also sell products to Brownie’s Global Logistics, LLC (“BGL”) and 940 Associates, Inc. (“940 A”), entities wholly-owned by Robert Carmichael. Combined net revenues from these three entities for the years ended December 31, 2023 and 2022 were $ 1,799 4,646 647 2,408 We owed BGL $- 0 2,980 5,000 441 476 We are a party to an exclusive license agreement, dated February 22, 2005, with 940 A to license the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks as listed in the agreement. The agreement provides for a royalty to be paid equal to the greater of 2.5 15,000 31,993 61,308 2,238 2,845 On September 30, 2022, the Company issued a convertible demand 8 66,793 .021 35 19,250 Effective July 29, 2019 the Company agreed to pay the members of the Company’s Board of Directors, including Mr. Carmichael, a management director, an annual fee of $ 18,000 112,500 36,000 184,500 On April 14, 2020 the Company entered into a Non-Qualified Stock Option Agreement with Mr. Carmichael. Under the terms of the option agreement, as additional compensation the Company granted Mr. Carmichael an option to purchase up to an aggregate of 125,000,000 .045 0 655,516 125,000,000 Also, on November 5, 2020 the Company entered into a Non-Qualified Option Agreement with Mr. Constable. Under the terms of this option agreement, as additional compensations, the Company granted an option (the “Bonus Option”) to purchase up to an aggregate of 30,000,000 .0184 0 63,267 5,000,000 On August 1, 2021 as part of the Blake Carmichael Agreement (see Note 15) the Company entered into a Non-Qualified Stock Option agreement with Blake Carmichael. Under the terms of the Blake Carmichael agreement, Blake Carmichael is entitled to (i) a five-year option to purchase 3,759,400 0.0399 33.3% of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date 18,000,000 49,448 49,448 On February 2, 2022, the Company issued Charles Hyatt, a director, 10,000,000 0.025 250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 0.025 15,000 On November 5, 2022 the Company entered into a Non-Qualified Stock Option agreement with Christopher Constable as part of his employment agreement as the Company’s Chief Executive Officer. Under the terms of the option agreement, the Company granted Mr. Constable a five 3,968,254 .0252 95,969 4.64 2.5 0 256 0 95,969 On December 13, 2022, the Company issued 5,714,285 0.0175 100,000 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 September 14, 2023, the Company issued a convertible demand 8 50,000 0.01351 35 0 50,000 On November 14, 2023, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $ 150,000 May 7, 2024 9.9 18 On December 18, 2023, the Company issued an on demand promissory note of $ 25,000 On March 31, 2023, the Company issued 61,677 1,336 On June 30, 2023, the Company issued 61,677 1,287 On September 30, 2023, the Company issued 61,677 1,287 On December 31, 2023, the Company issued 61,677 1,287 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following as of: Schedule of Accounts Payable and Accrued Liabilities December 31, 2023 December 31, 2022 Accounts payable trade and other $ 491,424 $ 504,393 Accrued payroll and fringe benefits 236,590 262,113 Accrued warranty expense 40,468 27,651 Accrued Sales Tax 21,220 35,299 Accrued interest - - Total $ 789,702 $ 829,456 Balances due certain vendors are in arrears to varying degrees. The Company is handling all delinquent accounts on a case-by-case basis. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 9. Other Liabilities Other liabilities consist of the following as of: Schedule of Other Liabilities December 31, 2023 December 31, 2022 Accrued expenses $ 267,454 $ 63,943 Accrued recall reserve fee - 160,500 Accrued Board of Directors fees 184,500 148,500 Total $ 451,954 $ 372,943 Further information regarding the recall reserve fee can be found in note 15. |
Convertible Promissory Notes an
Convertible Promissory Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Loans Payable | Note 10. Convertible Promissory Notes and Loans Payable Convertible Promissory Notes Convertible Promissory Notes consist of the following at December 31, 2023: Schedule of Convertible Debentures Origination Original Period End Period End Period End Accrued Origination Maturity Interest Principal Discount Principal Discount Balance, Interest Date Date Rate Balance Balance Balance Balance Net Balance Reg. 9/03/21 9/03/24 8 % $ 346,500 $ (12,355 ) $ 346,500 $ (3,087 ) $ 343,413 - (1 ) 9/03/21 9/03/24 8 % $ 3,500 $ (125 ) 3,500 (42 ) 3,458 - (2 ) 9/30/22 Demand 8 % $ 66,793 $ (19,250 ) 71,734 (19,250 ) 52,484 - (3 ) $ 421,734 $ (22,379 ) $ 399,355 $ - A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2023: Schedule Convertible Promissory Notes Summit Holdings V, Tierra Vista Partners, Robert Carmichael LLC Note LLC Note Note Total 2023 $ - $ - $ 71,734 $ 71,734 2024 346,500 3,500 - 350,000 Discount (3,087 ) (42 ) (19,250 ) (22,379 ) Total Loan Payments $ 343,413 $ 3,458 $ 52,484 $ 399,355 Current Portion of Loan Payable $ (343,413 ) $ (3,458 ) $ (52,484 ) $ (399,355 ) Non-Current Portion of Loan Payable $ - $ - $ - $ - (1) On September 3, 2021, the Company issued a $ 346,500 8 September 3, 2024 50 0.051272 0.051272 12,355 (2) On September 3, 2021, the Company issued a three-year 8% 3,500 50% December 31, 2021 0.051272 0.051272 125 (3) On September 30, 2022, the Company issued a convertible demand 8% 66,793 conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date 0.021 19,250 Schedule of Future Amortization of Notes Payable Payment Amortization 2024 $ 346,500 Total Note Payments $ 346,500 Current portion of note payable (346,500 ) Non-Current Portion of Notes Payable $ - (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 2024 $ 3,500 Total Note Payments $ 3,500 Current portion of note payable (3,500 ) Non-Current Portion of Notes Payable $ - (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 Marlin Capital BLU3 () Mercedes BMG (1) Navitas 1 BLU3 (2) PPP Loan BMG () PPP loan SSI () NFS SSI (3) Navitas 2 BLU3 (4) Total 2024 - 11,168 16,629 - - 26,279 21,228 75,304 2025 - 8,687 15,845 - - 12,328 21,789 58,649 2026 - - 6,007 - - - - 6,007 Total Loan Payments $ - $ 19,855 $ 38,481 $ - $ - $ 38,607 $ 44,839 $ 139,960 Current Portion of Loan Payable $ - $ (11,168 ) $ (16,629 ) $ - $ - $ (26,279 ) $ (21,228 ) $ (75,304 ) Non-Current Portion of Loan Payable $ - $ 8,687 $ 21,852 $ - $ - $ 12,328 $ 21,789 $ 64,656 (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 19,855 31,023 (2) On May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 75,764 60 1,611 38,481 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 33 2,571 38,607 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 44,839 63,689 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Note 11. Business Combinations Gold Coast Scuba, LLC Asset Acquisition 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 from Closing Date Percentage of shares eligible to be sold or transferred 6 months Up to 25.0 % 9 months Up to 50.0 % 12 months 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 2023 we recognized revenue of $302,724 $88,561 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 | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 12. Goodwill and Intangible Assets, Net The following table sets forth the changes in the carrying amount of the Company’ Goodwill for the years ended December 31, 2023 and 2022: Summary of Changes in Goodwill 2023 2022 Balance, January 1 $ 249,986 $ 249,986 Acquisitions of Submersible Systems, Inc. - - Balance, December 31 $ 249,986 $ 249,986 The following table sets forth the components of the Company’s intangible assets at December 31, 2023: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (18,779 ) $ 102,221 Customer Relationships 10 600,000 (140,000 ) 460,000 Non-Compete Agreements 5 22,000 (10,266 ) 11,734 Total $ 743,000 $ (169,045 ) $ 573,955 The aggregate amortization remaining on the intangible assets as of December 31, 2023 is a follows: Schedule of Estimated Intangible Assets Amortization Expense Intangible Amortization 2024 $ 72,467 2025 72,467 2026 72,467 2027 71,367 Thereafter $ 285,187 Total $ 573,955 |
Stockholders_ Equity Common Sto
Stockholders’ Equity Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity Common Stock | Note 13. Stockholders’ Equity Common Stock On January 17, 2022, the Company issued a law firm 1,000,000 $27,500 On January 31, 2022, the Company issued a consultant 121,212 $4,000 10,000,000 0.025 250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, a director, 600,000 $0.025 $15,000 On February 28, 2022, the Company issued a consultant, 85,106 $4,000 On May 3, 2022, the Company issued 3,084,831 $120,000 On May 31, 2022, the Company issued a consultant, 302,953 $12,000 On June 17, 2022, the Company issued 280,000 $11,060 On June 30, 2022, the Company issued 449,522 $23,048 On September 7, 2022, the Company issued to two accredited investors, 8,541,666 $0.024 $205,000 On September 30, 2022, the Company issued 136,527 $7,000 On November 1, 2022, the Company issued an aggregate of 1,155,881 $30,000 On December 13, 2022, the Company issued 5,714,286 consists of one share of common stock and a two-year warrant to purchase one share of common stock $0.0175 $100,000 On December 31, 2022, the Company issued 198,204 $8,336 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 61,677 1,336 On June 30, 2023, the Company issued 61,677 1,287 On September 30, 2023, the Company issued 61,677 1,287 On December 31, 2023, the Company issued 61,677 1,287 Preferred Stock During the second quarter of 2010, the holder of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 425,000 $18.23 Series A Convertible Preferred Stock are entitled to 250 votes for each share held 425,000 Equity Compensation Plan On May 26, 2021 the Company adopted an Equity Compensation Plan (the “Plan”). Under the Plan, stock options may be granted to employees, directors, and consultants in the form of incentive stock options or non-statutory stock options, stock purchase rights, time vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares. The maximum number of shares that may be issued under the Plan is 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 December 31, 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 3,275,000 $ .0400 21,725,000 Equity Incentive Options issued outside of the Equity Compensation Plan 64,164,637 .0293 — Total 67,439,637 $ .0298 21,725,000 Options The Company has issued options to purchase approximately 67,439,637 0.029 99,000 0 5,710,901 For the years ended December 31, 2023 and 2022, the Company recognized an expense of approximately $ 81,424 and $ 951,400 , respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. The maximum contractual term of the Company’s stock options is 5 years. The Company recognizes forfeitures as they occur. There are options to purchase approximately 41,057,753 shares that have vested as of December 31, 2023. 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 Year ended December 31, 2023 2022 Expected volatility 172.0 346.4 % 215.2 266.8 % Expected term 1.5 5.0 2 2.50 Risk-free interest rate 0.16 4.64 % 0.3 1.4 % Forfeiture Rate 0.17 % 0.17 % 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 December 31, 2023 and 2022 and changes during the periods ending on that date is as follows Schedule of Outstanding Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life in Years 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 $ 0.0362 1.43 Exercisable – December 31, 2022 111,558,754 $ 0.0321 1.33 $ 68,994 Granted - - Forfeited (170,999,530 ) 0.0379 Exercised - - Cancelled - - Outstanding – December 31, 2023 67,439,637 $ 0.0360 1.43 Exercisable – December 31, 2023 41,057,753 $ 0.0211 0.81 $ - The following table summarizes information about employee stock options outstanding at December 31, 2023 Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price Number outstanding at December 31, 2023 Weighted average remaining life Weighted average exercise price Number exercisable at December 31, 2023 Weighted average exercise price Weighted average remaining life $ 0.018 0.0225 35,295,237 0.58 $ 0.0180 35,295,237 $ 0.0180 0.58 $ 0.0229 0.0325 1,050,000 2.39 $ 0.0324 1,037,500 $ 0.0325 2.38 $ 0.0360 0.0425 23,009,400 2.54 $ 0.0398 3,750,016 $ 0.0391 2.29 $ 0.0440 0.0531 8,085,000 2.56 $ 0.0529 975,000 $ 0.0517 1.71 Outstanding options 67,439,637 1.51 $ 0.0360 41,057,753 $ 0.0211 0.81 As of December 31, 2023, the Company had approximately $ 1,504,700 of unrecognized pre-tax non-cash compensation expense related to options to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 2.1 Stock option expense recognized during the year ended December 31, 2023 and December 31, 2022 was $ 81,424 951,414 Warrants On February 2, 2022, the Company issued Charles Hyatt 10,000,000 $0.025 $250,000 On February 2, 2022, the Company issued Grace Hyatt, the adult child of Charles Hyatt, 600,000 $0.025 $15,000 On September 7, 2022, the Company issued an aggregate of 8,541,666 $0.024 $205,000 On December 13, 2022, the Company issued to Charles Hyatt, 5,714,285 $0.0175 $100,000 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, 2023 and 2022, and changes during the years ended December 31, 2023 and 2022 is presented below: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Life in Years Value Outstanding at December 31, 2021 - $ - - Granted 14,255,951 0.0214 Forfeited - - Exercised - - Cancelled - - Outstanding – December 31, 2022 18,255,951 $ 0.0245 1.55 Exercisable – December 31, 2022 18,255,951 $ 0.0245 1.55 $ 12,000 Granted 11,428,570 0.0175 Forfeited (4,000,000 ) - Exercised - - Cancelled - - Outstanding – December 31, 2023 25,684,521 $ 0.0247 0.93 Exercisable – December 31, 2023 25,684,521 $ 0.0247 0.93 $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made. Likewise, should the Company determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made. The components of the provision for income tax expense are as follows for the years ended: Schedule of Provision for Income Tax Expense 2023 2022 December 31, 2023 2022 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 347,400 680,108 Change in valuation allowance (347,400 ) (680,108 ) Provision for income tax expense $ — $ — The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and 2022: Summary of Significant Components of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Equity based compensation $ 416,237 $ 395,600 Allowance for doubtful accounts 13,800 7,200 Reserves for slow moving inventory 47,800 42,200 Depreciation 23,800 13,800 Reserve for recall 3,200 (33,700 ) Net operating loss carryforward 2,027,000 1,759,300 Total deferred tax assets 2,531,800 2,218,100 Deferred tax liabilities Reserve for recall - (33,700 ) Total deferred tax asset (liability) - (33,700 ) Total deferred tax 2,531,800 2,184,400 Valuation allowance (2,531,800 ) (2,184,400 ) Deferred tax assets, net of valuation allowance $ - $ - The effective tax rate used for calculation of the deferred taxes as of December 31, 2023 was 25.35 100 $2,531,800 $347,400 3,346,650 net loss carryforward that expire through 2037 $4,651,143 The effective tax rate used for calculation of the deferred taxes as of December 31, 2022 was 25.35% . The Company has established a 100% valuation allowance against deferred tax assets of $2,184,400 due to the uncertainty regarding realization reserve against the deferred tax assets. The change in valuation allowance was an increase of $347,400 . The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate 2023 2022 December 31, 2023 2022 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.28 )% (4.30 )% Permanent differences 0.21 % 0.07 % Temporary differences 3.68 % 10.90 % Change in valuation allowance 21,39 % 14.35 % Effective tax rate — % — % The Company’s income tax returns for 2019 through 2023 remain subject to examination by the Internal Revenue Services and state tax authorities. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. 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, extending the term of the lease for an additional eighty-four months September 30, 2024 4,626 3 On January 4, 2018, the Company entered into a sixty-one month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2018. Terms included base rent of approximately $9,300 per month for the first 12 months with an annual escalation clause of 2.5 % thereafter. The Company paid a security deposit of $ 8,450 upon entering into the lease. On November 11, 2018, the Company entered a sixty-nine month 8,025 $6,527 $4,848 3 10.11 $1,679 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 to the remainder of the lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida. The lease is in its third year of a three-year term and has a $2,816 3.5 On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California effective February 1, 2022. Terms included 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 3 $112 $2,426 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 1,155,881 30,000 138,643 203,621 $41,151 $18,870 Consulting and Employment Agreements On June 9, 2020, the Company entered into a one-year advertising and marketing agreement with Figment Design for $8,840 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 serves 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 shall receive (i) an annual base salary of $200,000 $100,000 5,434,783 $0.0184 2,403,846 $0.0401 In addition, Mr. Constable shall be 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 June 24, 2023, Christopher Constable submitted his resignation as Chief Executive Officer of Brownie’s Marine Group, Inc., a Florida corporation (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. On March 1, 2021, the Company entered into an investor relations consulting agreement with BGM Equity Partners, LLC. The term of the agreement is twelve months. As compensation, the Company issued 3,000,000 $120,000 On August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael shall serve as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael shall receive (i) an annual base salary of $120,000 , payable in accordance with the customary payroll practices of the Company, and (ii) a cash bonus equal to 5% of the net income of BLU3 payable quarterly, beginning with the first full calendar quarter after the execution of the agreement. (iii) upon execution of the Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $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 . In addition, Blake Carmichael shall be entitled to receive a 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 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 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 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 86,300 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, related to consulting services provided to the Company by the deceased between 2005 and 2017, alleged breach of contract and quantum meruit and sought $15,870.97 $10,000 $1,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events On February 8, 2024, Brownies Marine Group, Inc. (the “Company”), issued a promissory note (the “Note”) to Charles Hyatt, a director of the Company (the “Lender”) in the principal amount of $ 280,000 9.9 August 7, 2024 The proceeds of the Note will primarily be used for general working capital purposes. Events of default on the Note include insolvency and failure to pay principal or interest when due and upon the occurrence of an event of default as described in the Note, the outstanding interest and principal will become immediately due and payable. The default interest rate on the Note is 18 |
Description of business and s_2
Description of business and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of business | Description of business Submersible is a manufacturer of high-pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world. On February 13, 2022 the Company filed with the Florida Department of State, 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 | Basis of Presentation |
Definition of fiscal year | Definition of fiscal year |
Principles of Consolidation | Principles of Consolidation |
Use of estimates | Use of estimates |
Going Concern | Going Concern 1,248,115 1,892,891 17,685,610 The Company believes that existing operational cash flow may not be sufficient to fund presently anticipated operations, this raises substantial doubt about our ability to continue as a going concern for the twelve months after the date that the financial statements were issued. Therefore, the Company will seek to continue to raise additional funds as needed and is currently exploring alternative sources of financing including commercial banks and other lending institutions. The Company has issued common stock and has historically issued convertible notes to finance working capital needs and may continue to seek to raise additional capital through sale of common stock or other securities or obtaining short term loans. The Company has no firm commitment for any additional capital and there are no assurances it will be successful in obtaining additional funds. If the Company fails to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back or cease operations, liquidate assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
Cash and equivalents | Cash and equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 per EIN. At December 31, 2023 and 2022, the Company had approximately $ 25,000 0 -, respectively, in excess of the FDIC insured limit. |
Accounts receivable | Accounts receivable In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), 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 December 31, 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 allowances for doubtful accounts totaled $ 54,427 28,558 |
Inventory | Inventory |
Property and equipment and leasehold improvements | Property and equipment and leasehold improvements 3 5 The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability. |
Goodwill | Goodwill The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. As of December 31, 2023 and 2022, there was no |
Intangible assets | Intangible assets Intangible assets are comprised of customer relationships, trademarks and non-compete agreements acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. Unlike goodwill and indefinite-lived intangible assets, the accounting rules do not provide for an annual impairment test in determining whether fixed assets (e.g., property, plant, and equipment) and finite-lived intangible assets (e.g., customer lists) are impaired. Instead, they require that a triggering event occur before testing an asset for impairment. Once a triggering event has occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset for sale. If the intent is to hold the asset for continued use, the impairment test involves a comparison of undiscounted cash flows against the carrying value of the asset as an initial test. If the carrying value of such asset exceeds the undiscounted cash flow, the asset would be deemed to be impaired. Impairment would then be measured as the difference between the fair value of the fixed or amortizing intangible asset and the carrying value to determine the amount of the impairment. As of December 31, 2023 and 2022, there was no |
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 Related Party and Non-related Party Revenue 2023 2022 Revenues $ 6,773,974 $ 7,595,581 Revenues - related parties 806,824 981,791 Total Revenues $ 7,580,798 $ 8,577,372 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 Cost of Revenue 2023 2022 Cost of revenues $ 4,889,769 $ 5,055,947 Cost of revenues - related parties 387,160 462,297 Cost of revenues 387,160 462,297 Royalty expense - related parties 57,320 61,308 Royalty expense 138,643 203,620 Total cost of revenues $ 5,472,892 $ 5,783,173 |
Operating Expenses | Operating Expenses Operating expenses include selling expenses such as warehousing expenses after manufacture, as well as expenses for advertising, and other marketing expenses. Operating expenses also include such costs as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other general and administrative costs. |
Lease Accounting | Lease Accounting We account for leases in accordance with ASC 842. The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We did not reassess whether any contracts entered into prior to adoption are leases or contain leases. We categorize leases with contractual terms longer than twelve months as either operating or finance leases. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of December 31, 2023 and 2022. Our leases generally have terms that range from three years for equipment and three to six years for property. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When we have the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2023 December 31, 2022 Right-of-use assets Operating lease assets $ 844,083 $ 1,133,092 Current lease liabilities Current operating lease liabilities $ 259,154 $ 269,046 Non-current lease liabilities Long-term operating lease liabilities 615,915 864,057 Total lease liabilities $ 875,069 $ 1,133,103 Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2023. December 31, 2022 Weighted average remaining lease term (years) 3.47 4.47 Weighted average discount rate 6.59 % 6.82 % The components of lease costs were as follows: Schedule of Lease Cost December 31, 2023 December 31, 2022 Operating lease cost $ 109,125 $ 246,571 Variable lease cost - - Total lease costs $ 109,125 $ 246,571 Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2023 December 31, 2022 Cash paid for operating lease liabilities $ 468,138 $ 340,471 Operating right of use assets obtained in exchange for operating lease liabilities $ 844,083 $ 920,615 Maturities of lease liabilities were as follows as of December 31, 2023: Schedule of Maturities of Operating Lease Liabilities Trebor Industries Office Lease BMG Office Lease Submersible Systems Lease Live Blue, Inc. Total lease payments 2024 51,064 51,956 210,600 - 313,620 2025 - - 216,397 - 216,397 2026 - - 222,886 - 222,886 2027 - - 229,566 - 229,566 Thereafter - - 19,177 19,177 Total 51,064 51,956 898,626 - 1,001,646 Less: Imputed interest (2,549 ) (2,593 ) (121,435 ) - (126,577 ) Present value of lease liabilities $ 48,515 $ 49,363 777,191 $ - $ 875,069 Detailed information on leases can be found in Note 15. |
Product development costs | Product development costs |
Advertising and marketing costs | Advertising and marketing costs 365,604 499,441 |
Research and development costs | Research and development costs Research and Development 13,880 18,393 |
Customer deposits and unearned revenue and returns policy | Customer deposits and unearned revenue and returns policy 50 15 255,740 167,534 |
Warranty policy | Warranty policy Guarantor’s Guarantees 40,468 27,651 |
Income taxes | Income taxes The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Stock-based compensation | Stock-based compensation During the years ended December 31, 2023 and 2022, the Company recognized share based compensation with a fair value of $ 81,424 962,446 Usage of Authorized but Unissued Shares of Common Stock |
Fair value of financial instruments | Fair value of financial instruments Level 1 - Quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company. Management considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Company’s perceived risk of that investment. At December 31, 2023, and 2022, the carrying amount of cash, accounts receivable, accounts receivable – related parties, accounts payable and accrued liabilities, accounts payable-related parties, customer deposits and unearned revenue, other liabilities, lease liabilities, loans payable and convertible debentures, approximate fair value because of the short maturity of these instruments. |
Loss per common share | Loss per common share 107,761,177 266,722,242 |
New accounting pronouncements | New 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 . |
Description of business and s_3
Description of business and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of 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 Related Party and Non-related Party Revenue 2023 2022 Revenues $ 6,773,974 $ 7,595,581 Revenues - related parties 806,824 981,791 Total Revenues $ 7,580,798 $ 8,577,372 |
Schedule of Related Party and Non-Related Party Cost of Revenue | 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 Cost of Revenue 2023 2022 Cost of revenues $ 4,889,769 $ 5,055,947 Cost of revenues - related parties 387,160 462,297 Cost of revenues 387,160 462,297 Royalty expense - related parties 57,320 61,308 Royalty expense 138,643 203,620 Total cost of revenues $ 5,472,892 $ 5,783,173 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Operating Leases Classification December 31, 2023 December 31, 2022 Right-of-use assets Operating lease assets $ 844,083 $ 1,133,092 Current lease liabilities Current operating lease liabilities $ 259,154 $ 269,046 Non-current lease liabilities Long-term operating lease liabilities 615,915 864,057 Total lease liabilities $ 875,069 $ 1,133,103 |
Schedule of Operating Lease Liabilities | Lease term and discount rate were as follows: Schedule of Operating Lease Liabilities December 31, 2023. December 31, 2022 Weighted average remaining lease term (years) 3.47 4.47 Weighted average discount rate 6.59 % 6.82 % |
Schedule of Lease Cost | The components of lease costs were as follows: Schedule of Lease Cost December 31, 2023 December 31, 2022 Operating lease cost $ 109,125 $ 246,571 Variable lease cost - - Total lease costs $ 109,125 $ 246,571 |
Schedule of Cash Flow Information Related to Leases | Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Leases December 31, 2023 December 31, 2022 Cash paid for operating lease liabilities $ 468,138 $ 340,471 Operating right of use assets obtained in exchange for operating lease liabilities $ 844,083 $ 920,615 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities were as follows as of December 31, 2023: Schedule of Maturities of Operating Lease Liabilities Trebor Industries Office Lease BMG Office Lease Submersible Systems Lease Live Blue, Inc. Total lease payments 2024 51,064 51,956 210,600 - 313,620 2025 - - 216,397 - 216,397 2026 - - 222,886 - 222,886 2027 - - 229,566 - 229,566 Thereafter - - 19,177 19,177 Total 51,064 51,956 898,626 - 1,001,646 Less: Imputed interest (2,549 ) (2,593 ) (121,435 ) - (126,577 ) Present value of lease liabilities $ 48,515 $ 49,363 777,191 $ - $ 875,069 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of: Schedule of Inventory 2023 2022 December 31, 2023 2022 Raw materials $ 1,063,888 $ 1,207,957 Work In Process 63,258 80,727 Finished goods 1,004,160 1,302,995 Rental Equipment 55,893 55,893 Allowance for Obsolete or Excess Inventory (188,392 ) (225,687 ) Total Inventory, net $ 1,998,807 $ 2,421,885 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid inventory $ 109,943 $ 42,660 Prepaid expenses and other current assets 80,469 149,470 Total prepaid expenses and other current assets $ 190,412 $ 192,130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following as of: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Tooling and equipment $ 661,951 $ 586,597 Computer equipment and software 51,770 40,621 Vehicles 79,557 79,557 Leasehold improvements 62,927 65,748 Total property and equipment 856,206 777,523 Less: accumulated depreciation and amortization (513,525 ) (432,977 ) Total property and equipment, net $ 342,681 $ 339,546 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consists of the following as of: Schedule of Accounts Payable and Accrued Liabilities December 31, 2023 December 31, 2022 Accounts payable trade and other $ 491,424 $ 504,393 Accrued payroll and fringe benefits 236,590 262,113 Accrued warranty expense 40,468 27,651 Accrued Sales Tax 21,220 35,299 Accrued interest - - Total $ 789,702 $ 829,456 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | Other liabilities consist of the following as of: Schedule of Other Liabilities December 31, 2023 December 31, 2022 Accrued expenses $ 267,454 $ 63,943 Accrued recall reserve fee - 160,500 Accrued Board of Directors fees 184,500 148,500 Total $ 451,954 $ 372,943 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instrument [Line Items] | |
Schedule Convertible Promissory Notes | Convertible Promissory Notes consist of the following at December 31, 2023: Schedule of Convertible Debentures Origination Original Period End Period End Period End Accrued Origination Maturity Interest Principal Discount Principal Discount Balance, Interest Date Date Rate Balance Balance Balance Balance Net Balance Reg. 9/03/21 9/03/24 8 % $ 346,500 $ (12,355 ) $ 346,500 $ (3,087 ) $ 343,413 - (1 ) 9/03/21 9/03/24 8 % $ 3,500 $ (125 ) 3,500 (42 ) 3,458 - (2 ) 9/30/22 Demand 8 % $ 66,793 $ (19,250 ) 71,734 (19,250 ) 52,484 - (3 ) $ 421,734 $ (22,379 ) $ 399,355 $ - A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2023: Schedule Convertible Promissory Notes Summit Holdings V, Tierra Vista Partners, Robert Carmichael LLC Note LLC Note Note Total 2023 $ - $ - $ 71,734 $ 71,734 2024 346,500 3,500 - 350,000 Discount (3,087 ) (42 ) (19,250 ) (22,379 ) Total Loan Payments $ 343,413 $ 3,458 $ 52,484 $ 399,355 Current Portion of Loan Payable $ (343,413 ) $ (3,458 ) $ (52,484 ) $ (399,355 ) Non-Current Portion of Loan Payable $ - $ - $ - $ - (1) On September 3, 2021, the Company issued a $ 346,500 8 September 3, 2024 50 0.051272 0.051272 12,355 (2) On September 3, 2021, the Company issued a three-year 8% 3,500 50% December 31, 2021 0.051272 0.051272 125 (3) On September 30, 2022, the Company issued a convertible demand 8% 66,793 conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date 0.021 19,250 |
Schedule Convertible Promissory Notes | A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of December 31, 2023: Schedule Convertible Promissory Notes Summit Holdings V, Tierra Vista Partners, Robert Carmichael LLC Note LLC Note Note Total 2023 $ - $ - $ 71,734 $ 71,734 2024 346,500 3,500 - 350,000 Discount (3,087 ) (42 ) (19,250 ) (22,379 ) Total Loan Payments $ 343,413 $ 3,458 $ 52,484 $ 399,355 Current Portion of Loan Payable $ (343,413 ) $ (3,458 ) $ (52,484 ) $ (399,355 ) Non-Current Portion of Loan Payable $ - $ - $ - $ - (1) On September 3, 2021, the Company issued a $ 346,500 8 September 3, 2024 50 0.051272 0.051272 12,355 (2) On September 3, 2021, the Company issued a three-year 8% 3,500 50% December 31, 2021 0.051272 0.051272 125 (3) On September 30, 2022, the Company issued a convertible demand 8% 66,793 conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date 0.021 19,250 |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Loans Payable Marlin Capital BLU3 () Mercedes BMG (1) Navitas 1 BLU3 (2) PPP Loan BMG () PPP loan SSI () NFS SSI (3) Navitas 2 BLU3 (4) Total 2024 - 11,168 16,629 - - 26,279 21,228 75,304 2025 - 8,687 15,845 - - 12,328 21,789 58,649 2026 - - 6,007 - - - - 6,007 Total Loan Payments $ - $ 19,855 $ 38,481 $ - $ - $ 38,607 $ 44,839 $ 139,960 Current Portion of Loan Payable $ - $ (11,168 ) $ (16,629 ) $ - $ - $ (26,279 ) $ (21,228 ) $ (75,304 ) Non-Current Portion of Loan Payable $ - $ 8,687 $ 21,852 $ - $ - $ 12,328 $ 21,789 $ 64,656 (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 19,855 31,023 (2) On May 19, 2021, subsidiary BLU3, executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas Credit Corp. (“Navitas”). The amount financed is $ 75,764 60 1,611 38,481 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 33 2,571 38,607 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 44,839 63,689 |
Convertible Debenture Four [Member] | Summit Holding LLC [Member] | |
Debt Instrument [Line Items] | |
Schedule of Future Amortization of Loans Payable | Schedule of Future Amortization of Notes Payable Payment Amortization 2024 $ 346,500 Total Note Payments $ 346,500 Current portion of note payable (346,500 ) Non-Current Portion of Notes Payable $ - |
Convertible Debenture Five [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 2024 $ 3,500 Total Note Payments $ 3,500 Current portion of note payable (3,500 ) Non-Current Portion of Notes Payable $ - |
Business Combinations (Tables)
Business Combinations (Tables) - Gold Coast Scuba LLC [Member] | 12 Months Ended |
Dec. 31, 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 from Closing Date Percentage of shares eligible to be sold or transferred 6 months Up to 25.0 % 9 months Up to 50.0 % 12 months 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) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table sets forth the changes in the carrying amount of the Company’ Goodwill for the years ended December 31, 2023 and 2022: Summary of Changes in Goodwill 2023 2022 Balance, January 1 $ 249,986 $ 249,986 Acquisitions of Submersible Systems, Inc. - - Balance, December 31 $ 249,986 $ 249,986 |
Summary of Intangible Assets | The following table sets forth the components of the Company’s intangible assets at December 31, 2023: Summary of Intangible Assets Amortization Period (Years) Cost Accumulated Amortization Net Book Value Intangible Assets Subject to amortization Trademarks 15 $ 121,000 $ (18,779 ) $ 102,221 Customer Relationships 10 600,000 (140,000 ) 460,000 Non-Compete Agreements 5 22,000 (10,266 ) 11,734 Total $ 743,000 $ (169,045 ) $ 573,955 |
Schedule of Estimated Intangible Assets Amortization Expense | The aggregate amortization remaining on the intangible assets as of December 31, 2023 is a follows: Schedule of Estimated Intangible Assets Amortization Expense Intangible Amortization 2024 $ 72,467 2025 72,467 2026 72,467 2027 71,367 Thereafter $ 285,187 Total $ 573,955 |
Stockholders_ Equity Common S_2
Stockholders’ Equity Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Equity Compensation Plan Information | Equity Compensation Plan Information as of December 31, 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 3,275,000 $ .0400 21,725,000 Equity Incentive Options issued outside of the Equity Compensation Plan 64,164,637 .0293 — Total 67,439,637 $ .0298 21,725,000 |
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 Year ended December 31, 2023 2022 Expected volatility 172.0 346.4 % 215.2 266.8 % Expected term 1.5 5.0 2 2.50 Risk-free interest rate 0.16 4.64 % 0.3 1.4 % Forfeiture Rate 0.17 % 0.17 % |
Schedule of Outstanding Stock Option Activity | A summary of the status of the Company’s outstanding stock options as of December 31, 2023 and 2022 and changes during the periods ending on that date is as follows Schedule of Outstanding Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Price Life in Years 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 $ 0.0362 1.43 Exercisable – December 31, 2022 111,558,754 $ 0.0321 1.33 $ 68,994 Granted - - Forfeited (170,999,530 ) 0.0379 Exercised - - Cancelled - - Outstanding – December 31, 2023 67,439,637 $ 0.0360 1.43 Exercisable – December 31, 2023 41,057,753 $ 0.0211 0.81 $ - |
Summary of Exercise Price of Employee Stock Options Outstanding | The following table summarizes information about employee stock options outstanding at December 31, 2023 Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price Number outstanding at December 31, 2023 Weighted average remaining life Weighted average exercise price Number exercisable at December 31, 2023 Weighted average exercise price Weighted average remaining life $ 0.018 0.0225 35,295,237 0.58 $ 0.0180 35,295,237 $ 0.0180 0.58 $ 0.0229 0.0325 1,050,000 2.39 $ 0.0324 1,037,500 $ 0.0325 2.38 $ 0.0360 0.0425 23,009,400 2.54 $ 0.0398 3,750,016 $ 0.0391 2.29 $ 0.0440 0.0531 8,085,000 2.56 $ 0.0529 975,000 $ 0.0517 1.71 Outstanding options 67,439,637 1.51 $ 0.0360 41,057,753 $ 0.0211 0.81 |
Schedule of Warrants Activity | A summary of the Company’s warrants as of December 31, 2023 and 2022, and changes during the years ended December 31, 2023 and 2022 is presented below: Schedule of Warrants Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Life in Years Value Outstanding at December 31, 2021 - $ - - Granted 14,255,951 0.0214 Forfeited - - Exercised - - Cancelled - - Outstanding – December 31, 2022 18,255,951 $ 0.0245 1.55 Exercisable – December 31, 2022 18,255,951 $ 0.0245 1.55 $ 12,000 Granted 11,428,570 0.0175 Forfeited (4,000,000 ) - Exercised - - Cancelled - - Outstanding – December 31, 2023 25,684,521 $ 0.0247 0.93 Exercisable – December 31, 2023 25,684,521 $ 0.0247 0.93 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Tax Expense | The components of the provision for income tax expense are as follows for the years ended: Schedule of Provision for Income Tax Expense 2023 2022 December 31, 2023 2022 Current taxes Federal $ — $ — State — — Current taxes — — Change in deferred taxes 347,400 680,108 Change in valuation allowance (347,400 ) (680,108 ) Provision for income tax expense $ — $ — |
Summary of Significant Components of Deferred Tax Assets and Liabilities | The following is a summary of the significant components of the Company’s deferred tax assets and liabilities at December 31, 2023 and 2022: Summary of Significant Components of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Equity based compensation $ 416,237 $ 395,600 Allowance for doubtful accounts 13,800 7,200 Reserves for slow moving inventory 47,800 42,200 Depreciation 23,800 13,800 Reserve for recall 3,200 (33,700 ) Net operating loss carryforward 2,027,000 1,759,300 Total deferred tax assets 2,531,800 2,218,100 Deferred tax liabilities Reserve for recall - (33,700 ) Total deferred tax asset (liability) - (33,700 ) Total deferred tax 2,531,800 2,184,400 Valuation allowance (2,531,800 ) (2,184,400 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate | The significant differences between the statutory tax rate and the effective tax rates for the Company for the years ended are as follows: Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate 2023 2022 December 31, 2023 2022 Statutory tax rate (21.00 )% (21.00 )% State tax, net of Federal benefits (4.28 )% (4.30 )% Permanent differences 0.21 % 0.07 % Temporary differences 3.68 % 10.90 % Change in valuation allowance 21,39 % 14.35 % Effective tax rate — % — % |
Schedule of Related Party and N
Schedule of Related Party and Non-related Party Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenues | $ 7,580,798 | $ 8,577,372 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenues | 6,773,974 | 7,595,581 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total Revenues | $ 806,824 | $ 981,791 |
Schedule of Related Party and_2
Schedule of Related Party and Non-Related Party Cost of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Royalty expense | $ 31,993 | $ 61,308 |
Total cost of revenues | 5,472,892 | 5,783,173 |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cost of revenues | 4,889,769 | 5,055,947 |
Royalty expense | 138,643 | 203,620 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cost of revenues | 387,160 | 462,297 |
Royalty expense | $ 57,320 | $ 61,308 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 844,083 | $ 1,133,092 |
Current lease liabilities | 259,154 | 269,046 |
Non-current lease liabilities | 615,915 | 864,057 |
Total lease liabilities | $ 875,069 | $ 1,133,103 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Weighted average remaining lease term (years) | 3 years 5 months 19 days | 4 years 5 months 19 days |
Weighted-average discount rate | 6.59% | 6.82% |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Operating lease cost | $ 109,125 | $ 246,571 |
Variable lease cost | ||
Total lease costs | $ 109,125 | $ 246,571 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash paid for operating lease liabilities | $ 468,138 | $ 340,471 |
Operating right of use assets obtained in exchange for operating lease liabilities | $ 844,083 | $ 920,615 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Commitments [Line Items] | ||
2024 | $ 313,620 | |
2025 | 216,397 | |
2026 | 222,886 | |
2027 | 229,566 | |
Thereafter | 19,177 | |
Total | 1,001,646 | |
Less: Imputed interest | (126,577) | |
Present value of lease liabilities | 875,069 | $ 1,133,103 |
Trebor Industries Office Lease [Member] | ||
Other Commitments [Line Items] | ||
2024 | 51,064 | |
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total | 51,064 | |
Less: Imputed interest | (2,549) | |
Present value of lease liabilities | 48,515 | |
BMG Office Lease [Member] | ||
Other Commitments [Line Items] | ||
2024 | 51,956 | |
2025 | ||
2026 | ||
2027 | ||
Thereafter | ||
Total | 51,956 | |
Less: Imputed interest | (2,593) | |
Present value of lease liabilities | 49,363 | |
Submersible Systems Lease [Member] | ||
Other Commitments [Line Items] | ||
2024 | 210,600 | |
2025 | 216,397 | |
2026 | 222,886 | |
2027 | 229,566 | |
Thereafter | 19,177 | |
Total | 898,626 | |
Less: Imputed interest | (121,435) | |
Present value of lease liabilities | 777,191 | |
Live Blue Inc [Member] | ||
Other Commitments [Line Items] | ||
2024 | ||
2025 | ||
2026 | ||
2027 | ||
Total | ||
Less: Imputed interest | ||
Present value of lease liabilities |
Description of business and s_4
Description of business and summary of significant accounting policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Net loss | $ 1,248,115 | $ 1,892,891 |
Accumulated deficit | 17,685,610 | 16,437,495 |
Cash FDIC insured amount | 25,000 | 0 |
Allowance for doubtful accounts | 54,427 | 28,558 |
Impairment on goodwill | 0 | 0 |
Impairment on intangible assets | 0 | 0 |
Advertising and marketing costs | 365,604 | 499,441 |
Research and development costs | $ 13,880 | 18,393 |
Percentage of minimum deposit for custom and large tank fill systems | 50% | |
Percentage of restocking fees | 15% | |
Customer deposits and unearned revenue | $ 255,740 | 167,534 |
Allowance for warranty work | 40,468 | 27,651 |
Stock-based compensation | $ 81,424 | $ 962,446 |
Antidilutive earnings per share, amount | 107,761,177 | 266,722,242 |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cash FDIC insured amount | $ 250,000 | |
Property, plant and equipment, useful life | 5 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,063,888 | $ 1,207,957 |
Work In Process | 63,258 | 80,727 |
Finished goods | 1,004,160 | 1,302,995 |
Rental Equipment | 55,893 | 55,893 |
Allowance for Obsolete or Excess Inventory | (188,392) | (225,687) |
Total Inventory, net | $ 1,998,807 | $ 2,421,885 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 188,392 | $ 225,687 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid inventory | $ 109,943 | $ 42,660 |
Prepaid expenses and other current assets | 80,469 | 149,470 |
Total prepaid expenses and other current assets | $ 190,412 | $ 192,130 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 856,206 | $ 777,523 |
Less: accumulated depreciation and amortization | (513,525) | (432,977) |
Total property and equipment, net | 342,681 | 339,546 |
Tooling and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 661,951 | 586,597 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 51,770 | 40,621 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 79,557 | 79,557 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 62,927 | $ 65,748 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expenses | $ 155,837 | $ 149,120 |
Amortization of intangible asset | $ 76,394 | $ 80,597 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other Assets | $ 30,724 | $ 30,724 |
Customer Credit and Vendor Co_2
Customer Credit and Vendor Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Six Entities [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 10.60% | 11.40% |
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | Amazon [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 10.50% | 12% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Related Parties [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 8.60% | 10.10% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Brownies Global Logistics LLC [Member] | Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 10% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Amazon [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 4.80% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | L and W [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 14.40% | 11.70% |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Tian Li He Technology [Member] | ||
Concentration Risk [Line Items] | ||
Revenue, rate | 11.90% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2023 | Nov. 14, 2023 | Sep. 30, 2023 | Sep. 14, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 18, 2023 | Feb. 18, 2023 | Jan. 18, 2023 | Dec. 13, 2022 | Nov. 05, 2022 | Nov. 02, 2022 | Sep. 30, 2022 | Feb. 02, 2022 | Aug. 02, 2021 | Nov. 05, 2020 | Apr. 14, 2020 | Feb. 18, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 18, 2023 | Aug. 01, 2021 | Jul. 29, 2019 | ||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Net revenues from related parties | $ 7,580,798 | $ 8,577,372 | |||||||||||||||||||||||||||
Purchase of inventory | 0 | 2,980 | |||||||||||||||||||||||||||
Due to related parties | $ 451,954 | $ 451,954 | $ 451,954 | 372,943 | |||||||||||||||||||||||||
Percentage of gross revenues per quarter | 2.50% | 2.50% | 2.50% | ||||||||||||||||||||||||||
Payment for inventory | $ 15,000 | ||||||||||||||||||||||||||||
Royalty expense | 31,993 | 61,308 | |||||||||||||||||||||||||||
Accrued royalties | $ 2,238 | $ 2,238 | 2,238 | $ 2,845 | |||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.021 | ||||||||||||||||||||||||||||
Discount rate value of weighted average price | 35% | ||||||||||||||||||||||||||||
Debt instrument beneficial conversion feature | $ 19,250 | ||||||||||||||||||||||||||||
Accrued fees | $ 184,500 | $ 184,500 | $ 184,500 | ||||||||||||||||||||||||||
Shares vest annually | 5,710,901 | ||||||||||||||||||||||||||||
Exercise price of options | $ 0.0211 | $ 0.0211 | $ 0.0211 | $ 0.0321 | |||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0281 | ||||||||||||||||||||||||||||
Opearting expenses | $ 49,448 | $ 49,448 | |||||||||||||||||||||||||||
Stock issued during period, shares | 1,155,881 | ||||||||||||||||||||||||||||
Warrant exercise price | $ 0.0298 | $ 0.0298 | $ 0.0298 | ||||||||||||||||||||||||||
Shares issued for cash | $ 265,000 | ||||||||||||||||||||||||||||
Stock option term | 1 year 5 months 4 days | 1 year 5 months 4 days | 2 years 2 months 23 days | ||||||||||||||||||||||||||
Common stock shares purchase | 67,439,637 | 67,439,637 | 67,439,637 | 238,439,167 | 233,128,266 | ||||||||||||||||||||||||
Stock issued during period, shares | $ 30,000 | ||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Expected life | 5 years | 2 years 6 months | |||||||||||||||||||||||||||
Blake Carmichael Agreement [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Shares vest annually | 3,759,400 | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0399 | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | 33.3% of the shares subject to the Option vest upon the execution of the agreement, 33% at the first anniversary date and 33% upon the second anniversary date | ||||||||||||||||||||||||||||
Common stock shares purchase | 3,759,400 | ||||||||||||||||||||||||||||
Blake Carmichael Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Shares vest annually | 18,000,000 | ||||||||||||||||||||||||||||
Robert Carmichael [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | |||||||||||||||||||||
Stock issued during period, shares | $ 1,287 | $ 1,287 | $ 1,287 | $ 1,336 | $ 1,287 | $ 1,287 | $ 1,287 | $ 1,336 | |||||||||||||||||||||
Robert Carmichael [Member] | BLU3 Inc [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||
Outstsanding principal balance | [1] | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 0.01351 | ||||||||||||||||||||||||||||
Discount rate value of weighted average price | 35% | ||||||||||||||||||||||||||||
Debt instrument beneficial conversion feature | $ 0 | ||||||||||||||||||||||||||||
Principal amount | $ 50,000 | $ 25,000 | |||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Annual fee | $ 18,000 | ||||||||||||||||||||||||||||
Accrued fees | 36,000 | 36,000 | $ 36,000 | $ 112,500 | |||||||||||||||||||||||||
Mr. Charles F. Hyatt [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares | 11,428,570 | 5,714,285 | 10,000,000 | 11,428,570 | |||||||||||||||||||||||||
Warrant exercise price | $ 0.0175 | $ 0.0175 | $ 0.0175 | $ 0.025 | $ 0.0175 | ||||||||||||||||||||||||
Shares issued for cash | $ 200,000 | $ 100,000 | $ 250,000 | $ 200,000 | |||||||||||||||||||||||||
Ms Grace Kelly Hyatt [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares | 600,000 | ||||||||||||||||||||||||||||
Warrant exercise price | $ 0.025 | ||||||||||||||||||||||||||||
Shares issued for cash | $ 15,000 | ||||||||||||||||||||||||||||
Charles Hyatt [Member] | BLU3 Inc [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Interest rate | 9.90% | ||||||||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||||||||
Maturity date | May 07, 2024 | ||||||||||||||||||||||||||||
Default interest rate | 18% | ||||||||||||||||||||||||||||
Brownie's Southport Divers, Inc., Brownie's Palm Beach Divers, and Brownie's Yacht Toys [Member] | Robert Carmichael [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Net revenues from related parties | 806,824 | $ 981,791 | |||||||||||||||||||||||||||
Brownies Southport Divers, Inc.., [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Accounts receivable from related parties | 12,766 | 12,766 | 12,766 | 16,875 | |||||||||||||||||||||||||
Brownies Palm Beach Divers [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Accounts receivable from related parties | 11,927 | 11,927 | 11,927 | 6,773 | |||||||||||||||||||||||||
Brownies Yatch Toys [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Accounts receivable from related parties | 6,790 | 6,790 | 6,790 | ||||||||||||||||||||||||||
Brownie's Yacht Toys [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Accounts receivable from related parties | 15,532 | ||||||||||||||||||||||||||||
Three Entities [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Net revenues from related parties | 1,799 | 4,646 | |||||||||||||||||||||||||||
Robert Carmichael [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Accounts receivable from related parties | 647 | 647 | 647 | 2,408 | |||||||||||||||||||||||||
Due to related parties | 441 | 441 | 441 | ||||||||||||||||||||||||||
Robert Carmichael [Member] | Option Agreement [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Shares vest annually | 125,000,000 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.045 | ||||||||||||||||||||||||||||
Share based compensation expense | $ 0 | 655,516 | |||||||||||||||||||||||||||
Number of shares, vested | 125,000,000 | ||||||||||||||||||||||||||||
Robert Carmichael [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||
Outstsanding principal balance | $ 66,793 | ||||||||||||||||||||||||||||
Mr Carmichael [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Due to related parties | 5,000 | 5,000 | $ 5,000 | ||||||||||||||||||||||||||
Blake Carmichael [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Due to related parties | $ 476 | $ 476 | 476 | ||||||||||||||||||||||||||
Mr.Constable [Member] | Option Agreement [Member] | |||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||
Shares vest annually | 30,000,000 | ||||||||||||||||||||||||||||
Share based compensation expense | $ 0 | 63,267 | |||||||||||||||||||||||||||
Number of shares, vested | 5,000,000 | ||||||||||||||||||||||||||||
Exercise price of options | $ 0.0252 | $ 0.0184 | |||||||||||||||||||||||||||
Stock option term | 5 years | ||||||||||||||||||||||||||||
Common stock shares purchase | 3,968,254 | ||||||||||||||||||||||||||||
Fair value granted | $ 95,969 | ||||||||||||||||||||||||||||
Risk free interest rate | 4.64% | ||||||||||||||||||||||||||||
Expected life | 2 years 6 months | ||||||||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||||||||
Volatility rate | 256% | ||||||||||||||||||||||||||||
Stock option expense | $ 0 | $ 95,969 | |||||||||||||||||||||||||||
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 | $ 0.0175 | $ 0.0175 | |||||||||||||||||||||||||
Shares issued for cash | $ 200,000 | $ 200,000 | |||||||||||||||||||||||||||
[1]On September 30, 2022, the Company issued a convertible demand 8% 66,793 conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date 0.021 19,250 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable trade and other | $ 491,424 | $ 504,393 |
Accrued payroll and fringe benefits | 236,590 | 262,113 |
Accrued warranty expense | 40,468 | 27,651 |
Accrued Sales Tax | 21,220 | 35,299 |
Accrued interest | ||
Total | $ 789,702 | $ 829,456 |
Schedule of Other Liabilities (
Schedule of Other Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | May 06, 2019 |
Other Liabilities Disclosure [Abstract] | |||
Accrued expenses | $ 267,454 | $ 63,943 | |
Accrued recall reserve fee | 160,500 | ||
Accrued Board of Directors fees | 184,500 | 148,500 | $ 15,870.97 |
Total | $ 451,954 | $ 372,943 |
Schedule Convertible Promissory
Schedule Convertible Promissory Notes (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Debt Instrument [Line Items] | ||
2023 | $ 75,304 | |
2024 | 58,649 | |
Total Loan Payments | 139,960 | |
Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
Discount | (22,379) | |
2023 | 71,734 | |
2024 | 350,000 | |
Total Loan Payments | 399,355 | |
Current Portion of Loan Payable | (399,355) | |
Non-Current Portion of Loan Payable | ||
Summit Holdings VLLC Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
Discount | (3,087) | |
2023 | ||
2024 | 346,500 | |
Total Loan Payments | 343,413 | |
Current Portion of Loan Payable | (343,413) | |
Non-Current Portion of Loan Payable | ||
TierraVista Partners LLC Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
Discount | (42) | |
2023 | ||
2024 | 3,500 | |
Total Loan Payments | 3,458 | |
Current Portion of Loan Payable | (3,458) | |
Non-Current Portion of Loan Payable | ||
Robert Carmichael Note [Member] | Convertible Debt Securities [Member] | ||
Debt Instrument [Line Items] | ||
Discount | (19,250) | |
2023 | 71,734 | |
2024 | ||
Total Loan Payments | 52,484 | |
Current Portion of Loan Payable | (52,484) | |
Non-Current Portion of Loan Payable | ||
Convertible Promissory Note Payable 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] |
Discount | (3,087) | [1] |
Period End Balance Net | 343,413 | [1] |
Accrued Interest Balance | [1] | |
Convertible Promissory Note Payable 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] |
Discount | (42) | [2] |
Period End Balance Net | 3,458 | [2] |
Accrued Interest Balance | [2] | |
Convertible Promissory Note Payable 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 | (19,250) | [3] |
Period End Principal Balance | 71,734 | [3] |
Discount | (19,250) | [3] |
Period End Balance Net | 52,484 | [3] |
Accrued Interest Balance | [3] | |
Debt maturity date, description | Demand | [3] |
Convertible Promissory Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Period End Principal Balance | $ 421,734 | |
Discount | (22,379) | |
Period End Balance Net | 399,355 | |
Accrued Interest Balance | ||
[1]On September 3, 2021, the Company issued a $ 346,500 8 September 3, 2024 50 0.051272 0.051272 12,355 8% 3,500 50% December 31, 2021 0.051272 0.051272 125 8% 66,793 conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date 0.021 19,250 |
Schedule of Convertible Debentu
Schedule of Convertible Debentures (Details) (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 03, 2022 | Sep. 03, 2021 |
Debt Instrument [Line Items] | ||||
Debt conversion price per share | $ 0.021 | $ 0.021 | ||
Debt beneficial conversion feature | $ 19,250 | |||
Convertible Debenture Four [Member] | Robert Carmichael [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 66,793 | |||
Debt Instrument, Interest Rate, Effective Percentage | 8% | |||
Debt conversion price per share | $ 0.021 | $ 0.021 | ||
Debt beneficial conversion feature | $ 19,250 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date | |||
Convertible Debenture Four [Member] | Summit Holding LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 346,500 | |||
Debt Instrument, Interest Rate, Effective Percentage | 8% | |||
Maturity date | Sep. 03, 2024 | |||
Debt instrument payment rate percentage | 50% | |||
Debt conversion price per share | $ 0.051272 | |||
Debt beneficial conversion feature | $ 12,355 | |||
Date of first required payment | Dec. 31, 2021 | |||
Convertible Debenture Four [Member] | Tierra Vista Partners LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 3,500 | |||
Debt Instrument, Interest Rate, Effective Percentage | 8% | |||
Debt instrument payment rate percentage | 50% | |||
Debt conversion price per share | $ 0.051272 | |||
Debt beneficial conversion feature | $ 125 | |||
Convertible Debenture Five [Member] | Tierra Vista Partners LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 3,500 | |||
Debt Instrument, Interest Rate, Effective Percentage | 8% | |||
Debt instrument payment rate percentage | 50% | |||
Debt conversion price per share | $ 0.051272 | |||
Debt beneficial conversion feature | $ 125 | |||
Convertible Debenture Six [Member] | Robert Carmichael [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 66,793 | $ 66,793 | ||
Debt conversion price per share | $ 0.021 | $ 0.021 | ||
Debt beneficial conversion feature | $ 19,250 | |||
Interest rate | 8% | 8% |
Schedule of Future Amortization
Schedule of Future Amortization of Notes Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 03, 2021 |
Debt Instrument [Line Items] | |||
2024 | $ 75,304 | ||
Total Note Payments | 139,960 | ||
Non-Current Portion of Notes Payable | $ 342,943 | ||
Convertible Debenture Four [Member] | Summit Holding LLC [Member] | |||
Debt Instrument [Line Items] | |||
2024 | $ 346,500 | ||
Total Note Payments | 346,500 | ||
Current portion of note payable | (346,500) | ||
Non-Current Portion of Notes Payable | |||
Convertible Debenture Five [Member] | Tierra Vista Partners LLC [Member] | |||
Debt Instrument [Line Items] | |||
2024 | 3,500 | ||
Total Note Payments | 3,500 | ||
Current portion of note payable | (3,500) | ||
Non-Current Portion of Notes Payable |
Schedule of Future Amortizati_2
Schedule of Future Amortization of Loans Payable (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
2024 | $ 75,304 | ||
2025 | 58,649 | ||
2026 | 6,007 | ||
Total Loan Payments | 139,960 | ||
Current Portion of Loan Payable | (75,304) | $ (66,486) | |
Non-Current Portion of Loan Payable | 64,656 | $ 143,960 | |
Submersible SBA Loan [Member] | Paycheck Protection Program [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | |||
2025 | |||
2026 | |||
Total Loan Payments | |||
Current Portion of Loan Payable | |||
Non-Current Portion of Loan Payable | |||
Marlin Capital Solutions [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | |||
2025 | |||
2026 | |||
Total Loan Payments | |||
Current Portion of Loan Payable | |||
Non-Current Portion of Loan Payable | |||
Mercedes Benz [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | [1] | 11,168 | |
2025 | [1] | 8,687 | |
2026 | [1] | ||
Total Loan Payments | [1] | 19,855 | |
Current Portion of Loan Payable | [1] | (11,168) | |
Non-Current Portion of Loan Payable | [1] | 8,687 | |
Navitas Credit Corp [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | [2] | 16,629 | |
2025 | [2] | 15,845 | |
2026 | [2] | 6,007 | |
Total Loan Payments | [2] | 38,481 | |
Current Portion of Loan Payable | [2] | (16,629) | |
Non-Current Portion of Loan Payable | [2] | 21,852 | |
Paycheck Protection Program [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | |||
2025 | |||
2026 | |||
Total Loan Payments | |||
Current Portion of Loan Payable | |||
Non-Current Portion of Loan Payable | |||
SSI [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | [3] | 26,279 | |
2025 | [3] | 12,328 | |
2026 | [3] | ||
Total Loan Payments | [3] | 38,607 | |
Current Portion of Loan Payable | [3] | (26,279) | |
Non-Current Portion of Loan Payable | [3] | 12,328 | |
Navitas Credit Corp One [Member] | |||
Short-Term Debt [Line Items] | |||
2024 | [4] | 21,228 | |
2025 | [4] | 21,789 | |
2026 | [4] | ||
Total Loan Payments | [4] | 44,839 | |
Current Portion of Loan Payable | [4] | (21,228) | |
Non-Current Portion of Loan Payable | [4] | $ 21,789 | |
[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 19,855 31,023 75,764 60 1,611 38,481 54,930 84,500 63,375 33 2,571 38,607 60,804 63,689 36 2,083 44,839 63,689 |
Schedule of Future Amortizati_3
Schedule of Future Amortization of Loans Payable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |||||||
Dec. 12, 2022 | Aug. 15, 2022 | Jun. 29, 2022 | May 19, 2021 | Aug. 21, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 01, 2022 | |
Proceeds from related party | $ 225,000 | |||||||
Mercedes Benz [Member] | Installment Agreement [Member] | ||||||||
Debt instrument face amount | $ 55,841 | |||||||
Debt instrument term | 60 months | |||||||
Debt instrument monthly installment | $ 931 | |||||||
Notes payable | 19,855 | $ 31,023 | ||||||
Navitas Credit Corp [Member] | ||||||||
Debt instrument face amount | $ 63,689 | |||||||
Debt instrument term | 36 months | |||||||
Debt instrument monthly installment | $ 2,083 | |||||||
Notes payable | 44,839 | 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 | |||||||
Notes payable | 38,481 | 54,930 | ||||||
SSI [Member] | ||||||||
Purchase price | $ 84,500 | |||||||
Proceeds from related party | $ 63,375 | |||||||
Lessee, finance lease, term of contract | 33 months | |||||||
Short-term lease payments | $ 2,571 | |||||||
Notes payable | $ 38,607 | $ 60,804 |
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) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | $ 160,000 |
Rental Inventory [Member] | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | 48,602 |
Fixed Assets [Member] | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | 50,579 |
Retail Inventory [Member] | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | 60,819 |
Right Of Use Asset [Member] | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | 29,916 |
Lease Liability [Member] | |
Asset Acquisition [Line Items] | |
Net Assets Acquired | $ (29,916) |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | 12 Months Ended | ||
May 02, 2022 | Dec. 31, 2023 | Dec. 31, 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 | ||
Business Acquisition, Pro Forma Revenue | 302,724 | ||
Net loss | $ 88,561 |
Summary of Changes in Goodwill
Summary of Changes in Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance, January 1 | $ 249,986 | $ 249,986 |
Acquisitions of Submersible Systems, Inc. | ||
Balance, December 31 | $ 249,986 | $ 249,986 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, cost | $ 743,000 |
Accumulated amortization | (169,045) |
Intangible assets net book value | $ 573,955 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 15 years |
Intangible assets, cost | $ 121,000 |
Accumulated amortization | (18,779) |
Intangible assets net book value | $ 102,221 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 10 years |
Intangible assets, cost | $ 600,000 |
Accumulated amortization | (140,000) |
Intangible assets net book value | $ 460,000 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization period (years) | 5 years |
Intangible assets, cost | $ 22,000 |
Accumulated amortization | (10,266) |
Intangible assets net book value | $ 11,734 |
Schedule of Estimated Intangibl
Schedule of Estimated Intangible Assets Amortization Expense (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 72,467 |
2025 | 72,467 |
2026 | 72,467 |
2027 | 71,367 |
Thereafter | 285,187 |
Total | $ 573,955 |
Schedule of Equity Compensation
Schedule of Equity Compensation Plan Information (Details) | Dec. 31, 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 | 67,439,637 |
Weighted average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0298 |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 21,725,000 |
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 | 3,275,000 |
Weighted average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0400 |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column | 21,725,000 |
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 | 64,164,637 |
Weighted average exercise price of outstanding options, warrants and rights | $ / shares | $ 0.0293 |
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column |
Schedule of Valuation Assumptio
Schedule of Valuation Assumptions of Options (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Expected volatility, minimum | 172% | 215.20% |
Expected volatility, maximum | 346.40% | 266.80% |
Risk-free interest rate, minimum | 0.16% | 0.30% |
Risk-free interest rate, maximum | 4.64% | 1.40% |
Forfeiture rate | 0.17% | 0.17% |
Minimum [Member] | ||
Expected term | 1 year 6 months | 2 years |
Maximum [Member] | ||
Expected term | 5 years | 2 years 6 months |
Schedule of Outstanding Stock O
Schedule of Outstanding Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 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 | $ 0.0362 | $ 0.0362 | |
Weighted average remaining contractual life in years | 1 year 5 months 4 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 | (170,999,530) | (400,000) | |
Weighted average exercise price, granted | $ 0.0379 | $ 0.0354 | |
Number of optionss, exercised | |||
Weighted average exercise price, exercised | |||
Number of optionss, cancelled | |||
Weighted average exercise price, cancelled | |||
Number of options, exercisable, beginning balance | 111,558,754 | ||
Weighted average exercise price, exercisable, beginning balance | $ 0.0321 | ||
Weighted average remaining contractual life in years, exercisable | 9 months 21 days | 1 year 3 months 29 days | |
Aggregate intrinsic value, exercisable, beginning balance | $ 68,994 | ||
Number of options, outstanding, ending balance | 67,439,637 | 238,439,167 | 233,128,266 |
Weighted average exercise price, outstanding, ending balance | $ 0.0360 | $ 0.0362 | $ 0.0362 |
Number of options, exercisable, ending balance | 41,057,753 | 111,558,754 | |
Weighted average exercise price, exercisable, ending balance | $ 0.0211 | $ 0.0321 | |
Aggregate intrinsic value, exercisable, ending balance | $ 68,994 |
Summary of Exercise Price of Em
Summary of Exercise Price of Employee Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock options, outstanding | shares | 67,439,637 |
Stock options, weighted average remaining life | 1 year 6 months 3 days |
Stock options, weighted average exercise price | $ 0.0360 |
Stock options, excercisable | shares | 41,057,753 |
Stock options, weighted average exercise price, exercisable | $ 0.0211 |
Stock options, weighted average remaining life, exercisable | 9 months 21 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 | 35,295,237 |
Stock options, weighted average remaining life | 6 months 29 days |
Stock options, weighted average exercise price | $ 0.0180 |
Stock options, excercisable | shares | 35,295,237 |
Stock options, weighted average exercise price, exercisable | $ 0.0180 |
Stock options, weighted average remaining life, exercisable | 6 months 29 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 | 1,050,000 |
Stock options, weighted average remaining life | 2 years 4 months 20 days |
Stock options, weighted average exercise price | $ 0.0324 |
Stock options, excercisable | shares | 1,037,500 |
Stock options, weighted average exercise price, exercisable | $ 0.0325 |
Stock options, weighted average remaining life, exercisable | 2 years 4 months 17 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 | 23,009,400 |
Stock options, weighted average remaining life | 2 years 6 months 14 days |
Stock options, weighted average exercise price | $ 0.0398 |
Stock options, excercisable | shares | 3,750,016 |
Stock options, weighted average exercise price, exercisable | $ 0.0391 |
Stock options, weighted average remaining life, exercisable | 2 years 3 months 14 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 | 2 years 6 months 21 days |
Stock options, weighted average exercise price | $ 0.0529 |
Stock options, excercisable | shares | 975,000 |
Stock options, weighted average exercise price, exercisable | $ 0.0517 |
Stock options, weighted average remaining life, exercisable | 1 year 8 months 15 days |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of warrants, outstanding, beginning balance | 18,255,951 | |
Weighted average exercise price, outstanding, beginning balance | $ 0.0245 | |
Number of warrants, granted | 11,428,570 | 14,255,951 |
Weighted average exercise price, granted | $ 0.0175 | $ 0.0214 |
Number of warrants, forfeited | (4,000,000) | |
Weighted average exercise price, forfeited | ||
Number of warrants, exercised | ||
Weighted average exercise price,exercised | ||
Number of warrants, cancelled | ||
Weighted average exercise price, cancelled | ||
Weighted average remaining contractual life in years | 11 months 4 days | 1 year 6 months 18 days |
Number of warrants, exercisable | 18,255,951 | |
Weighted average exercise price, exercisable, ending balance | $ 0.0247 | $ 0.0245 |
Weighted average remaining contractual life in years, exercisable | 11 months 4 days | 1 year 6 months 18 days |
Aggregate intrinsic value, beginning balance | $ 12,000 | |
Number of warrants, outstanding, ending balance | 25,684,521 | (18,255,951) |
Weighted average exercise price, outstanding, ending balance | $ 0.0247 | $ 0.0245 |
Number of warrants, exercisable | 25,684,521 | 18,255,951 |
Aggregate intrinsic value, ending balance | $ 12,000 |
Stockholders_ Equity Common S_3
Stockholders’ Equity Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Feb. 18, 2023 | Dec. 13, 2022 | Nov. 02, 2022 | Sep. 07, 2022 | Jun. 30, 2022 | Jun. 17, 2022 | May 31, 2022 | May 03, 2022 | Feb. 28, 2022 | Feb. 02, 2022 | Jan. 31, 2022 | Jan. 17, 2022 | Feb. 18, 2023 | Apr. 30, 2011 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 26, 2021 | Jun. 30, 2010 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 47,501 | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 1,155,881 | ||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0298 | $ 0.0298 | $ 0.0298 | ||||||||||||||||||||||||||
Proceeds from warrant exercises | 265,000 | ||||||||||||||||||||||||||||
Stock issued during period, value | $ 30,000 | ||||||||||||||||||||||||||||
Employee benefit shares issued, value | $ 11,060 | ||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
Preferred stock, shares outstanding | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | ||||||||||||||||||||||||
Shares reserved for issuance under the plan | 138,941 | 138,941 | 138,941 | 138,941 | 138,941 | ||||||||||||||||||||||||
Common stock shares purchase | 67,439,637 | 67,439,637 | 238,439,167 | 67,439,637 | 238,439,167 | 233,128,266 | |||||||||||||||||||||||
Average exercise price | $ 0.0360 | $ 0.0360 | $ 0.0362 | $ 0.0360 | $ 0.0362 | $ 0.0362 | |||||||||||||||||||||||
Common stock shares purchase | 5,710,901 | ||||||||||||||||||||||||||||
Options Held [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Unrecognized pre-tax non-cash compensation expense | $ 1,504,700 | $ 1,504,700 | $ 1,504,700 | ||||||||||||||||||||||||||
Weighted-average period for recognition | 2 years 1 month 6 days | ||||||||||||||||||||||||||||
Stock option expense | $ 81,424 | $ 951,414 | |||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Share-based payment arrangement, expense | $ 81,424 | $ 951,400 | |||||||||||||||||||||||||||
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 | 67,439,637 | 67,439,637 | 67,439,637 | ||||||||||||||||||||||||||
Average exercise price | $ 0.029 | $ 0.029 | $ 0.029 | ||||||||||||||||||||||||||
Fair value granted | $ 99,000 | ||||||||||||||||||||||||||||
Common stock shares purchase | 0 | 5,710,901 | |||||||||||||||||||||||||||
Maximum contractual term | 5 years | ||||||||||||||||||||||||||||
Vested shares | 41,057,753 | ||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Convertible shares issued | 136,527 | ||||||||||||||||||||||||||||
Convertible shares issued, value | $ 7,000 | ||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 3,084,831 | ||||||||||||||||||||||||||||
Stock issued during period, value | $ 120,000 | ||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 85,106 | 121,212 | |||||||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 4,000 | $ 4,000 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 302,953 | ||||||||||||||||||||||||||||
Stock issued during period, value | $ 12,000 | ||||||||||||||||||||||||||||
Convertible shares issued | 198,204 | ||||||||||||||||||||||||||||
Convertible shares issued, value | $ 8,336 | ||||||||||||||||||||||||||||
Mr. Charles F. Hyatt [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 11,428,570 | 5,714,285 | 10,000,000 | 11,428,570 | |||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0175 | $ 0.0175 | $ 0.025 | $ 0.0175 | |||||||||||||||||||||||||
Proceeds from warrant exercises | $ 200,000 | $ 100,000 | $ 250,000 | $ 200,000 | |||||||||||||||||||||||||
Stock issued during private offering, shares | 5,714,286 | ||||||||||||||||||||||||||||
Unit description | consists of one share of common stock and a two-year warrant to purchase one share of common stock | ||||||||||||||||||||||||||||
Proceeds from private offering | $ 100,000 | ||||||||||||||||||||||||||||
Ms Grace Kelly Hyatt [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 600,000 | ||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.025 | ||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 15,000 | ||||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Employee benefit shares issued, shares | 280,000 | ||||||||||||||||||||||||||||
Employee benefit shares issued, value | $ 11,060 | ||||||||||||||||||||||||||||
Holder [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Convertible shares issued | 449,522 | ||||||||||||||||||||||||||||
Convertible shares issued, value | $ 23,048 | ||||||||||||||||||||||||||||
Two Accredited Investors [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 8,541,666 | ||||||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.024 | ||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 205,000 | ||||||||||||||||||||||||||||
Robert Carmichael [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | 61,677 | |||||||||||||||||||||
Stock issued during period, value | $ 1,287 | $ 1,287 | $ 1,287 | $ 1,336 | $ 1,287 | $ 1,287 | $ 1,287 | $ 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 | ||||||||||||||||||||||||||
Law Firm [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||
Common stock issued for compensation, shares | 1,000,000 | ||||||||||||||||||||||||||||
Common stock issued for compensation | $ 27,500 |
Schedule of Provision for Incom
Schedule of Provision for Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Current taxes | ||
Change in deferred taxes | 347,400 | 680,108 |
Change in valuation allowance | (347,400) | (680,108) |
Provision for income tax expense |
Summary of Significant Componen
Summary of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Equity based compensation | $ 416,237 | $ 395,600 |
Allowance for doubtful accounts | 13,800 | 7,200 |
Reserves for slow moving inventory | 47,800 | 42,200 |
Depreciation | 23,800 | 13,800 |
Reserve for recall | 3,200 | (33,700) |
Net operating loss carryforward | 2,027,000 | 1,759,300 |
Total deferred tax assets | 2,531,800 | 2,218,100 |
Reserve for recall | (33,700) | |
Total deferred tax asset (liability) | (33,700) | |
Total deferred tax | 2,531,800 | 2,184,400 |
Valuation allowance | (2,531,800) | (2,184,400) |
Deferred tax assets, net of valuation allowance |
Schedule of Differences Between
Schedule of Differences Between Statutory Tax Rate and Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory tax rate | (21.00%) | (21.00%) |
State tax, net of Federal benefits | (4.28%) | (4.30%) |
Permanent differences | 0.21% | 0.07% |
Temporary differences | 3.68% | 10.90% |
Change in valuation allowance | 21.39% | 14.35% |
Effective tax rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Effective tax rate for deferred taxes | 25.35% | 25.35% |
Percentage of reserve against deferred tax assets | 100% | 100% |
Deferred tax assets, valuation allowance | $ 2,531,800 | |
Increase in valuation allowance | 347,400 | $ 347,400 |
Net operating loss carryforwards | $ 3,346,650 | |
Net operating loss carryforward expiration | net loss carryforward that expire through 2037 | |
Deferred Tax Assets, Valuation Allowance | $ 2,531,800 | $ 2,184,400 |
Expire Through 2037 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Net operating loss carryforwards | $ 4,651,143 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 22, 2022 USD ($) | Nov. 02, 2022 USD ($) shares | Nov. 01, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | 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 ($) | Mar. 01, 2021 USD ($) shares | Nov. 05, 2020 USD ($) $ / shares shares | Jun. 30, 2020 USD ($) | Jun. 09, 2020 USD ($) | Nov. 11, 2018 USD ($) ft² | Jan. 04, 2018 USD ($) | Dec. 01, 2016 USD ($) | Jan. 01, 2016 | Aug. 14, 2014 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | 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 | ||||||||||||||||||||||||
Security deposit | $ 2,426 | $ 8,450 | $ 5,367 | ||||||||||||||||||||||||
Payments for 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, extending the term of the lease for an additional eighty-four months | ||||||||||||||||||||||||||
Expiration date | Sep. 30, 2024 | ||||||||||||||||||||||||||
Rent increased percentage | 3% | 3% | 3.50% | 3% | 2.50% | 3% | |||||||||||||||||||||
Area of land | ft² | 8,025 | ||||||||||||||||||||||||||
Security deposit, amount | $ 10,727 | $ 6,527 | |||||||||||||||||||||||||
Payment for common area maintenance | $ 112 | ||||||||||||||||||||||||||
Royalty increased percentage | 2.15% | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 1,155,881 | ||||||||||||||||||||||||||
Stock issued, shares value | $ 30,000 | ||||||||||||||||||||||||||
Accrued royalties | $ 2,238 | $ 2,845 | |||||||||||||||||||||||||
Common stock shares purchase | shares | 67,439,637 | 238,439,167 | 233,128,266 | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0360 | $ 0.0362 | $ 0.0362 | ||||||||||||||||||||||||
Weighted average remaining contractual term | 1 year 5 months 4 days | 1 year 5 months 4 days | 2 years 2 months 23 days | ||||||||||||||||||||||||
Options exercisable price | $ / shares | $ 0.0211 | $ 0.0321 | |||||||||||||||||||||||||
Reserve cost | $ 160,500 | ||||||||||||||||||||||||||
Reserve down | $ 86,300 | ||||||||||||||||||||||||||
Unpaid consulting fees | 184,500 | $ 148,500 | $ 15,870.97 | ||||||||||||||||||||||||
Payments for legal settlements | $ 10,000 | ||||||||||||||||||||||||||
Monthly installments amount | $ 1,000 | ||||||||||||||||||||||||||
Crone Law Group [Member] | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Payments for 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 | |||||||||||||||||||||||||
Increases in minimum royalty | 60,000 | 60,000 | |||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 1,155,881 | ||||||||||||||||||||||||||
Stock issued, shares value | $ 30,000 | ||||||||||||||||||||||||||
Payments for royalties | 138,643 | $ 203,621 | |||||||||||||||||||||||||
Accrued royalties | 41,151 | $ 18,870 | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Increases in minimum royalty | $ 60,000 | ||||||||||||||||||||||||||
Consulting And Employment Agreements [Member] | July 31, 2021 [Member] | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Billed amount | $ 8,840 | ||||||||||||||||||||||||||
Constable Employment Agreement [Member] | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues | shares | 20,000,000 | ||||||||||||||||||||||||||
Annual base salary | $ 200,000 | ||||||||||||||||||||||||||
Payments for repurchase of common stock | $ 100,000 | ||||||||||||||||||||||||||
Common stock shares purchase | shares | 5,434,783 | 2,403,846 | |||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.0184 | $ 0.0401 | |||||||||||||||||||||||||
Options exercisable price | $ / shares | $ 0.0184 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Investor Relation Consulting Agreement [Member] | BMG Equity Partners, LLC [Member] | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Shares issued | shares | 3,000,000 | ||||||||||||||||||||||||||
Common stock with a fair market value | $ 120,000 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, 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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Feb. 08, 2024 USD ($) |
Subsequent Event [Line Items] | |
Interest rate | 18% |
Charles Hyatt [Member] | |
Subsequent Event [Line Items] | |
Debt Instrument, Face Amount | $ 280,000 |
Bears interest rate | 9.90% |
Maturity date | Aug. 07, 2024 |