Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | REMSLEEP HOLDINGS, INC. | ||
Entity Central Index Key | 0001412126 | ||
Entity File Number | 000-53450 | ||
Entity Tax Identification Number | 47-5386867 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 16,771,918 | ||
Entity Incorporation, Date of Incorporation | Jun. 06, 2007 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 14175 ICOT Blvd | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Clearwater | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33760 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | 813 | ||
Local Phone Number | 367-3855 | ||
Entity Listings [Line Items] | |||
No Trading Symbol Flag | true | ||
Title of 12(g) Security | Common Stock, $0.001 par value | ||
Entity Common Stock, Shares Outstanding | 1,461,616,601 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Fruci & Associates II, PLLC |
Auditor Firm ID | 5525 |
Auditor Location | Spokane, Washington |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 719,100 | $ 1,841,988 |
Accounts receivable, net of allowance of $5,590 and $0, respectively | 9,025 | 11,698 |
Other assets | 8,710 | |
Inventory | 99,147 | 1,056,007 |
Total current assets | 835,982 | 2,909,693 |
Other asset | 10,000 | 10,000 |
Right of use asset | 177,796 | 303,227 |
Property and equipment, net | 182,536 | 137,980 |
Total Assets | 1,206,314 | 3,360,900 |
Current Liabilities: | ||
Accounts payable | 37,000 | 54,845 |
Accrued compensation | 60,500 | 52,000 |
Operating lease liability – current portion | 134,438 | 93,241 |
Total current liabilities | 231,938 | 474,136 |
Long Term Liabilities | ||
Operating lease liability – net of current portion | 43,676 | 178,226 |
Total Liabilities | 275,614 | 652,362 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,461,616,601 shares issued and outstanding | 1,461,615 | 1,461,615 |
Discount to common stock | (94,708) | (94,708) |
Additional paid in capital | 13,749,052 | 13,751,052 |
Accumulated Deficit | (14,192,759) | (12,414,921) |
Total Stockholders’ Equity (Deficit) | 930,700 | 2,708,538 |
Total Liabilities and Stockholders’ Equity (Deficit) | 1,206,314 | 3,360,900 |
Series A Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 5,000 | 5,000 |
Series B Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 500 | 500 |
Series C Preferred Stock | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred Stock value | 2,000 | |
Related Party | ||
Current Liabilities: | ||
Accrued interest – related party | 90,119 | |
Loan payable – related party | 179,191 | |
Due to a related party | $ 4,740 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Net of allowance (in Dollars) | $ 5,590 | $ 0 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued | 1,461,616,601 | 1,461,616,601 |
Common stock, shares outstanding | 1,461,616,601 | 1,461,616,601 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Series C Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,000,000 | 0 |
Preferred stock, shares outstanding | 2,000,000 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 203,718 | $ 320,719 |
Cost of goods sold | 960,457 | 248,426 |
Gross margin | (756,739) | 72,293 |
Professional fees | 116,362 | 115,135 |
Development expense | 294,819 | 337,033 |
Lease expense | 136,320 | 114,702 |
General and administrative | 295,402 | 492,295 |
Total operating expenses | 1,014,903 | 1,290,165 |
Loss from operations | (1,771,642) | (1,217,872) |
Other expense: | ||
Interest expense | (7,090) | (237,390) |
Gain (loss) on disposal of fixed assets | 894 | (28,264) |
Change in fair value of derivative | (3,048) | |
Total other expense | (6,196) | (268,702) |
Loss before income taxes | (1,777,838) | (1,486,574) |
Provision for income taxes | ||
Net Loss | (1,777,838) | (1,486,574) |
Deemed dividend | (536,732) | |
Net Loss to Common Shareholders | $ (1,777,838) | $ (2,023,306) |
Net loss per share, basic (in Dollars per share) | $ 0 | $ 0 |
Weighted average common shares outstanding, basic (in Shares) | 1,461,616,601 | 1,461,965,506 |
Related Party | ||
Compensation expense – related party | $ 172,000 | $ 231,000 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share, diluted | $ 0 | $ 0 |
Weighted average common shares outstanding, diluted | 1,461,616,601 | 1,461,965,506 |
Statement of Stockholders_ Equi
Statement of Stockholders’ Equity (Deficit) - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Common Stock | Discount to Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 5,000 | $ 500 | $ 1,234,006 | $ (94,708) | $ 11,865,439 | $ (10,391,615) | $ 2,618,622 | |
Balance (in Shares) at Dec. 31, 2021 | 5,000,000 | 500,000 | 1,234,008,735 | |||||
Common stock issued for conversion of debt | $ 43,481 | 678,009 | 721,490 | |||||
Common stock issued for conversion of debt (in Shares) | 43,479,662 | |||||||
Common stock issued for cash | $ 114,000 | 741,000 | 855,000 | |||||
Common stock issued for cash (in Shares) | 114,000,000 | |||||||
Warrants converted to common stock | $ 70,128 | (70,128) | ||||||
Warrants converted to common stock (in Shares) | 70,128,204 | |||||||
Warrant down round protection | 536,732 | (536,732) | ||||||
Net Loss | (1,486,574) | (1,486,574) | ||||||
Balance at Dec. 31, 2022 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,414,921) | 2,708,538 | |
Balance (in Shares) at Dec. 31, 2022 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Shares issued for intangibles – related party | $ 2,000 | (2,000) | ||||||
Shares issued for intangibles – related party (in Shares) | 2,000,000 | |||||||
Net Loss | (1,777,838) | (1,777,838) | ||||||
Balance at Dec. 31, 2023 | $ 5,000 | $ 500 | $ 2,000 | $ 1,461,615 | $ (94,708) | $ 13,749,052 | $ (14,192,759) | $ 930,700 |
Balance (in Shares) at Dec. 31, 2023 | 5,000,000 | 500,000 | 2,000,000 | 1,461,616,601 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,777,838) | $ (1,486,574) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 102,198 | 61,079 |
Inventory impairment | 738,113 | |
Change in fair value of derivative | 3,048 | |
Discount amortization | 206,157 | |
Gain (loss) on disposal of fixed assets | 874 | 28,264 |
Operating lease expense | 32,078 | 15,732 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 2,673 | (11,698) |
Prepaids and other assets | (8,710) | (47,491) |
Inventory | 218,747 | (1,056,007) |
Accounts payable | (17,845) | 39,339 |
Accrued compensation – related party | 8,500 | 5,000 |
Accrued interest | (13,521) | |
Accrued interest – related party | (90,119) | 22,614 |
Net cash used by operating activities | (791,329) | (2,234,058) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (147,628) | (122,262) |
Net cash used by investing activities | (147,628) | (122,262) |
Cash Flows from Financing Activities: | ||
Repayment of loans | (45,000) | |
Repayment of loans – related party | (183,931) | |
Cash advance – related party | 4,740 | |
Proceeds from sale of common stock | 855,000 | |
Net cash (used) provided by financing activities | (183,931) | 814,740 |
Net change in cash | (1,122,888) | (1,541,580) |
Cash at beginning of the year | 1,841,988 | 3,383,568 |
Cash at end of the year | 719,100 | 1,841,988 |
Supplemental cash flow information: | ||
Interest paid in cash | 22,140 | |
Taxes paid | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of note payable principal and accrued interest | 427,730 | |
Establish right of use asset | 328,803 | |
Series C preferred stock issued for intangibles – related party | $ 2,000 |
Background
Background | 12 Months Ended |
Dec. 31, 2023 | |
Background [Abstract] | |
BACKGROUND | NOTE 1 - BACKGROUND Business Activity REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of December 31, 2023 and 2022, the Company had $469,100 and $1,591,988 of cash above the FDIC’s $250,000 coverage limit, respectively. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2023 and 2022. Property and Equipment Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of December 31, 2023, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000 from Series C preferred stock. As of December 31, 2022, the Company had approximately 172,500,000 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of December 31, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual. Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic reviews of outstanding receivables, for the year ended December 31, 2023, the Company recognized $20,886 of bad debt expense for uncollectable accounts. As of December 31 Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. As of December 31, 2023, the Company determined that the value of its inventory had fallen below cost and required impairment down to market value. As a result we recognized impairment expense of $738,113 for the year ended December 31, 2023. Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $14,192,759 at December 31 31 The Company has completed its initial product development and has begun selling its product in Q2 of 2022. In addition, the Company has been in the process of obtaining its 510k for its DeltaWave product. FDA approval is expected by the second quarter of 2024. The Company will continue to finance its operations through debt and/or equity financing as needed. |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property & Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 4 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Assets stated at cost, less accumulated depreciation consisted of the following: December 31, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (152,854 ) (61,456 ) Fixed assets, net $ 182,536 $ 137,980 Depreciation expense Depreciation expense for the years ended December 31, 2023 and 2022 was $102,198 and $61,079, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS The Company has received support from its Chairman, Russell Bird through a series of loans prior to 2019 for a total loan of $179,191. The loan is unsecured and due on demand. During the three months ended March 31, 2023, the Company repaid $100,000 of the loan. On June 14, 2023, the company repaid $79,191 and $97,209 of principal and interest, respectively, paying the loan back in full. As of December 31, 2023 and 2022, the balance due is $0 $0 The Company executed a new employment agreement with Mr. Wood on April 1, 2022. Per the terms of the agreement Mr. Wood is to be compensated $8,000 per month. As of December 31, 2023 and 2022, there is $14,500 and $2,000 of accrued compensation, respectively, due to Mr. Wood. During the years ended December 31, 2023 and 2022, cash payments of $83,500 and $84,000, respectively, were paid to Mr. Wood. The Company executed a new employment agreement with its Chairman, Russell Bird, on April 1, 2022. Per the terms of the agreement, which is effective for one year, Mr. Bird is to be compensated $8,000 per month. As of December 31, 2023 and 2022, there is $46,000 and $50,000 of accrued compensation, respectively, due to Mr. Bird. During the years ended December 31, 2023 and 2022, cash payments of $44,000 and $76,000, respectively, were paid to Mr. Bird. Effective June 1, 2023, Mr. Bird resigned from all positions with the Company. The Company has entered into an at-will consulting agreement with Jonathan Lane to serve as Chief Technology Officer. During the years ended December 31, 2023 and 2022, the Company made cash payments to Mr. Lane of $36,000 and $66,000, respectively. During the years ended December 31 2023 and 2022, the Company paid $19,000 and $9,500, respectively, to the brother of the CEO for services related to development of the Company’s product. During the years ended December 31, 2023 and 2022, the Company paid $0 On September 6, 2023, the Company entered into an intellectual property assignment agreement (the “IP Purchase Agreement”) with Mr. Wood, pursuant to which the Company has agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 6 - OPERATING LEASES The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. The term of the Lease is for thirty-six (36) months commencing May 1, 2022. The monthly base rent, including tax is $8,686.71 for the first twelve (12) months increasing thereafter to $9,034.17 for the next 12 months and to $12,287.63 for the last 12 months. The Company paid $69,494 of advanced rent. The advance rent is to be allocated equally over the first two years of the lease. In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases Leases Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification December 31, Operating lease asset Right of use asset $ 177,796 Total lease asset $ 177,796 Liability Operating lease liability – current portion Current operating lease liability $ 134,438 Operating lease liability – noncurrent portion Long-term operating lease liability 43,676 Total lease liability $ 178,114 Lease obligations at December 31 consisted of the following: For the year ended December 31: 2024 $ 134,438 2025 49,151 Total payments $ 183,589 Amount representing interest $ (5,475 ) Lease obligation, net 178,114 Less current portion (134,438 ) Lease obligation – long term $ 43,676 The operating lease expense for the above agreement for the December 31 was $136,320 which consisted of amortization expense of $103,613, $18,928 of prepaid rent and interest expense of $13,779. During the year ended December 31 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock [Abstract] | |
COMMON STOCK | NOTE 7 - COMMON STOCK During Q1 2022, Granite Global Value converted $152,880 of principal and interest into 16,146,666 shares of common stock. During Q1 2022, the Company issued 70,128,204 shares of common stock for the conversion of warrants. During Q1 2022, the Company sold 114,000,000 shares of common stock for total cash proceeds of $855,000. The shares were sold pursuant to its Tier 2 of Regulation A Offering Statement. During Q1 and Q2 2022, Power Up Lending Group LTD converted $274,850 of principal and interest into 27,332,996 shares of common stock. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Preferred Stock [Abstract] | |
PREFERRED STOCK | NOTE 8 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 shares of Series A Preferred Stock, par value $0.001 per share with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one share of common for one share of Series A Preferred Stock. The Company is currently authorized to issue 5,000,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are 500,000 shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 shares of Series C Preferred Stock, par value $0.001 per share. On July 24, 2023, the Company filed an Amended and Restated Certificate of Designations of the Series C Preferred Shares. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and they shall vote together as one class with voting rights equal to eighty one percent (81%) of all the issued and outstanding shares of common stock of the Company. Each share of Series C Preferred can be converted into 300 shares of the Company’s common stock. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 9 - INCOME TAX Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used. The provision for Federal income tax consists of the following December 31: 2023 2022 Federal income tax benefit attributable to: Current Operations $ 373,000 $ 312,000 Less: valuation allowance (373,000 ) (312,000 ) Net provision for Federal income taxes $ - $ - The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ 2,980,000 $ 2,494,000 Less: valuation allowance (2,980,000 ) (2,494,000 ) Net deferred tax asset $ - $ - At December 31, 2023, the Company had net operating loss carry forwards of approximately $2,980,000 that may be offset against future taxable income. NOLs from tax years up to 2017 can be carried forward twenty years. Under the CARES Act, the Company carry forward NOLs indefinitely for NOLs generated in a tax year beginning after 2017, that remain after they are carried back to tax years in the five-year carryback period. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2016. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
WARRANTS | NOTE 10 - WARRANTS Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled (172,500,000 ) $ — — $ — Exercisable at December 31, 2023 (2) — $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES The Company has been in the process of obtaining its 510k for DeltaWave. This requires a myriad of tests to prove to the FDA that the device is safe and effective. The company has diligently carried out these tests through independent testing labs. There have been no issues aside from a negative result on a cytotoxicity test due to incorrect procedures performed by a third-party lab. This roadblock has required the company to perform a retest. The company has failed the retest due to what is believed to be a faulty analysis by the testing company. The company believes they can narrow down the exact part of the device that is failing the test and quickly resolve this matter. The company has engaged a new testing company appropriately suited for the Company’s specific testing requirements. Testing is expected to be completed in the second quarter of 2024. The 510K will be submitted immediately after testing is completed. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it has the following material subsequent event to disclose in these financial statements. On January 10, 2024, the Company issued a 10% Convertible Promissory Note (the “Note”) for $143,000 to 1800 Diagonal Lending LLC. The Note includes an OID of $13,000 and matures on January 10, 2025. The Note is convertible into shares of common stock, beginning 180 days after the issue date, at a 25% discount to the average of the three lowest trades during the ten days prior to the date of conversion. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,777,838) | $ (1,486,574) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of December 31, 2023 and 2022, the Company had $469,100 and $1,591,988 of cash above the FDIC’s $250,000 coverage limit, respectively. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended December 31, 2023 and 2022. |
Property and Equipment | Property and Equipment Fixed assets are carried at the lower of cost or net realizable value. All fixed assets with a cost of $2,000 or greater are capitalized. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. As of December 31, 2023, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock and 600,000,000 from Series C preferred stock. As of December 31, 2022, the Company had approximately 172,500,000 potentially dilutive shares of common stock warrants, 5,000,000 shares from Series A preferred stock and 50,000,000 from Series B preferred stock. |
Stock-Based Compensation | Stock-Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. All orders are received online at which time payment is made. When payment is approved the product is shipped. When the product ships control of the promised goods is transferred to the customers and the revenue is recognized. |
Warranties | Warranties The Company is currently selling its ResPlus Auto CPAP Machine (“ResPlus”). The ResPlus is imported by the Company and sold primarily to Durable Medical Equipment companies to patients with sleep apnea. The manufacturer warranties the unit for 2 years parts and labor. During the last twelve months the Company has received back eight units for warranty repair, out of approximately 1,000 units sold. As of December 31, 2023, there is no accrual for warranty expense due to the low cost of replacement to date. If returns are to increase, management will determine if it needs to account for the cost of returns and establish a warranty accrual. |
Accounts Receivable | Accounts Receivable Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when needed. Based on collection experience and periodic reviews of outstanding receivables, for the year ended December 31, 2023, the Company recognized $20,886 of bad debt expense for uncollectable accounts. As of December 31 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Inventory on hand consists of finished goods purchased from third parties. When there is evidence that the inventory’s value is less than original cost, the inventory is reduced to market value. We determine market value on current resale amounts and whether technological obsolescence exists. As of December 31, 2023, the Company determined that the value of its inventory had fallen below cost and required impairment down to market value. As a result we recognized impairment expense of $738,113 for the year ended December 31, 2023. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property & Equipment [Abstract] | |
Schedule of Assets Stated at Cost, Less Accumulated Depreciation | Assets stated at cost, less accumulated depreciation consisted of the following: December 31, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 29,905 Tooling/Molds 214,454 86,005 Less: accumulated depreciation (152,854 ) (61,456 ) Fixed assets, net $ 182,536 $ 137,980 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases [Abstract] | |
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities | Adoption of Accounting Standard Update (“ASU”) 2016-02, Leases Asset Balance Sheet Classification December 31, Operating lease asset Right of use asset $ 177,796 Total lease asset $ 177,796 Liability Operating lease liability – current portion Current operating lease liability $ 134,438 Operating lease liability – noncurrent portion Long-term operating lease liability 43,676 Total lease liability $ 178,114 |
Schedule of Lease Obligations | Lease obligations at December 31 consisted of the following: For the year ended December 31: 2024 $ 134,438 2025 49,151 Total payments $ 183,589 Amount representing interest $ (5,475 ) Lease obligation, net 178,114 Less current portion (134,438 ) Lease obligation – long term $ 43,676 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Provision for Federal Income Tax | The provision for Federal income tax consists of the following December 31: 2023 2022 Federal income tax benefit attributable to: Current Operations $ 373,000 $ 312,000 Less: valuation allowance (373,000 ) (312,000 ) Net provision for Federal income taxes $ - $ - |
Schedule of Net Deferred Tax | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ 2,980,000 $ 2,494,000 Less: valuation allowance (2,980,000 ) (2,494,000 ) Net deferred tax asset $ - $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Schedule of Outstanding Stock Warrants | Number of Weighted Weighted Aggregate Exercisable at December 31, 2021 226,500,000 $ 0.0013 3.78 $ — Granted (1) 6,000,000 $ — — $ — Expired — $ — — $ — Exercised (60,000,000 ) $ — — $ — Exercisable at December 31, 2022 172,500,000 $ 0.0104 3.14 $ 1,665,500 Granted — $ — — $ — Expired — $ — — $ — Cancelled (172,500,000 ) $ — — $ — Exercisable at December 31, 2023 (2) — $ — — $ — (1) The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. (2) The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |
Background (Details)
Background (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Background [Abstract] | |
Incorporation date | Jun. 06, 2007 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Cash | $ 469,100 | $ 1,591,988 |
Federal depository insurance coverage limit | 250,000 | |
Fixed assets cost | $ 2,000 | |
Dilutive shares | 172,500,000 | |
Warrants term | 2 years | |
Total number of units sold | 1,000 | |
Bad debt expense for uncollectable accounts | $ 20,886 | |
Allowance for doubtful account | $ 5,590 | |
Impairment expense of inventories | $ 738,113 | |
Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives | 3 years | |
Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Property and equipment estimated useful lives | 5 years | |
Series A Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Dilutive shares | 5,000,000 | |
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Dilutive shares | 5,000,000 | |
Series B Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Dilutive shares | 50,000,000 | |
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Dilutive shares | 50,000,000 | |
Series C Preferred Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Dilutive shares | 600,000,000 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Going Concern [Abstract] | ||
Accumulated deficit | $ (14,192,759) | $ (12,414,921) |
Net loss | (1,777,838) | $ (1,486,574) |
Net cash used in operating activities | $ 791,309 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property & Equipment [Line Items] | ||
Depreciation expense | $ 102,198 | $ 61,079 |
Minimum [Member] | ||
Property & Equipment [Line Items] | ||
Property, plant and equipment, useful llife | 3 years | |
Maximum [Member] | ||
Property & Equipment [Line Items] | ||
Property, plant and equipment, useful llife | 5 years |
Property & Equipment (Details)
Property & Equipment (Details) - Schedule of Assets Stated at Cost, Less Accumulated Depreciation - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (152,854) | $ (61,456) |
Fixed assets, net | 182,536 | 137,980 |
Furniture/fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 39,746 | 39,746 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 43,780 | 43,780 |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | 37,410 | 29,905 |
Tooling/Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets, gross | $ 214,454 | $ 86,005 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 14, 2023 | Jan. 01, 2019 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 06, 2023 | |
Related Party Transactions [Line Items] | ||||||
Repaid loan | $ 100,000 | |||||
Repaid amount | $ 79,191 | $ 45,000 | ||||
Principal and interest | $ 97,209 | |||||
Balance due accrues interest | 12.50% | |||||
Agreement term | 1 year | |||||
Technology Service [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Company paid | $ 19,000 | 9,500 | ||||
Website design services | $ 1,000 | |||||
Series C Preferred Stock [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Preferred stock issued (in Shares) | 2,000,000 | 0 | ||||
Mr. Wood [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Compensated per month | $ 8,000 | |||||
Accrued compensation | 14,500 | $ 2,000 | ||||
Cash payments | 83,500 | 84,000 | ||||
Mr. Wood [Member] | Series C Preferred Stock [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Preferred stock issued (in Shares) | 2,000,000 | |||||
Mr. Bird [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Compensated per month | 8,000 | |||||
Accrued compensation | 46,000 | 50,000 | ||||
Cash payments | 44,000 | 76,000 | ||||
Mr. Lane [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Cash payments | 36,000 | 66,000 | ||||
Russell Bird [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Loans payable | 179,191 | |||||
Related Party [Member] | ||||||
Related Party Transactions [Line Items] | ||||||
Loans payable | 179,191 | |||||
Total accrued interest | $ 90,119 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 01, 2022 | |
Operating Leases [Line Items] | |||
Description of lease agreement | The Company entered into a Lease Agreement (the “Lease”) with 14175 Icot Blvd, LLC (the “Lessor”), effective May 1, 2022, relating to approximately 9,677 square feet of property located at 14175 Icot Blvd, Clearwater, FL 33760. | ||
Monthly base rent first twelve months | $ 8,686.71 | ||
Monthly base rent next twelve months | 9,034.17 | ||
Monthly base rent last twelve months | 12,287.63 | ||
Advanced rent | 69,494 | ||
Operating lease liabilities | 178,114 | ||
Operating lease expense | 136,320 | $ 114,702 | |
Amortization expense | 103,613 | ||
Prepaid rent | 18,928 | ||
Interest expense | 13,779 | ||
Rent expense | $ 8,675 | ||
ROU [Member] | |||
Operating Leases [Line Items] | |||
Operating lease liabilities | $ 328,803 |
Schedule of Right-of-Use (_ROU_
Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Disclosure Text Block Abstract | ||
Right of use asset | Total lease asset | Total lease asset |
Operating lease asset | $ 177,796 | |
Total lease asset | $ 177,796 | $ 303,227 |
Current operating lease liability | Operating lease liability – current portion | Operating lease liability – current portion |
Operating lease liability – current portion | $ 134,438 | $ 93,241 |
Long-term operating lease liability | Operating lease liability – noncurrent portion | Operating lease liability – noncurrent portion |
Operating lease liability – noncurrent portion | $ 43,676 | $ 178,226 |
Total lease liability | $ 178,114 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Lease Obligations - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Lease Obligations [Abstract] | ||
2024 | $ 134,438 | |
2025 | 49,151 | |
Total payments | 183,589 | |
Amount representing interest | (5,475) | |
Lease obligation, net | 178,114 | |
Less current portion | (134,438) | $ (93,241) |
Lease obligation – long term | $ 43,676 | $ 178,226 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock [Line Items] | ||||
Converted of principal and interest (in Dollars) | ||||
Shares of common stock | 114,000,000 | |||
Total cash proceeds (in Dollars) | $ 855,000 | $ 855,000 | ||
Warrants [Member] | ||||
Common Stock [Line Items] | ||||
Converted shares | 70,128,204 | |||
Granite Global Value [Member] | ||||
Common Stock [Line Items] | ||||
Converted shares | 16,146,666 | |||
Granite Global Value [Member] | ||||
Common Stock [Line Items] | ||||
Converted of principal and interest (in Dollars) | $ 152,880 | |||
Power Up Lending Group LTD [Member] | ||||
Common Stock [Line Items] | ||||
Converted of principal and interest (in Dollars) | $ 274,850 | $ 274,850 | ||
Converted shares | 27,332,996 | 27,332,996 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 12 Months Ended | ||
Jul. 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Preferred Stock [Line Items] | |||
Converted shares of common stock | 1 | ||
Percentage of common stock issued and outstanding | 81% | ||
Series A Preferred Stock [Member] | |||
Preferred Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Voting rights, description | 1:25 voting rights | ||
Converted shares of common stock | 1 | ||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | |
Series B Preferred Stock [Member] | |||
Preferred Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Voting rights, description | Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock | ||
Preferred stock, shares issued | 500,000 | 500,000 | |
Series B Preferred Stock [Member] | Common Stock [Member] | |||
Preferred Stock [Line Items] | |||
Preferred stock, shares outstanding | 500,000 | ||
Series C Preferred Stock [Member] | |||
Preferred Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Voting rights, description | one | ||
Converted shares of common stock | 300 | ||
Preferred stock, shares issued | 2,000,000 | 0 | |
Preferred stock, shares outstanding | 2,000,000 | 0 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax [Abstract] | |
U.S. federal income tax rate | 21% |
Cumulative tax rate | 21% |
Net operating loss carry forwards (in Dollars) | $ 2,980,000 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Provision for Federal Income Tax - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal income tax benefit attributable to: | ||
Current Operations | $ 373,000 | $ 312,000 |
Less: valuation allowance | (373,000) | (312,000) |
Net provision for Federal income taxes |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Net Deferred Tax - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 2,980,000 | $ 2,494,000 |
Less: valuation allowance | (2,980,000) | (2,494,000) |
Net deferred tax asset |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of Outstanding Stock Warrants - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |||
Schedule of Outstanding Stock Warrants [Abstract] | |||||
Number of Warrants, Granted | 6,000,000 | [1] | |||
Weighted Average Exercise Price, Granted | [1] | ||||
Aggregate Intrinsic Value, Granted | [1] | ||||
Number of Warrants, Expired | |||||
Weighted Average Exercise Price, Expired | |||||
Aggregate Intrinsic Value, Expired | |||||
Number of Warrants, Cancelled | (172,500,000) | ||||
Weighted Average Exercise Price, Cancelled | |||||
Aggregate Intrinsic Value, Cancelled | |||||
Number of Warrants, Exercised | (60,000,000) | ||||
Weighted Average Exercise Price, Exercised | |||||
Aggregate Intrinsic Value, Exercised | |||||
Number of Warrants, Exercisable at Ending | 226,500,000 | [2] | 172,500,000 | ||
Weighted Average Exercise Price, Exercisable at Ending | $ 0.0013 | [2] | $ 0.0104 | ||
Weighted Average Remaining Contract Term, Exercisable at Ending | 3 years 9 months 10 days | 3 years 1 month 20 days | |||
Aggregate Intrinsic Value, Exercisable at Ending | [2] | $ 1,665,500 | |||
[1] The outstanding warrants include an anti-dilutive clause requiring adjustment to the exercise price for any reason outlined in the agreement. The number of warrant shares is increased so that the aggregated exercise price is equal to the original exercise price. The fair value of any additional warrants is recognized as a deemed dividend. The Company received a Settlement and Mutual Release Agreement, effective July 6, 2023, from Granite Global Value Investments Ltd, that cancels all remaining warrants with the Company. |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 10, 2024 USD ($) |
Subsequent Events (Details) [Line Items] | |
Percentage of convertible promissory note | 10% |
Diagonal Lending LLC [Member] | |
Subsequent Events (Details) [Line Items] | |
Issuance of convertible promissory debt | $ 143,000 |
Debt Instrument, Face Amount | $ 13,000 |
Debt Instrument, Interest Rate, Effective Percentage | 25% |
Matures date | Jan. 10, 2025 |