Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Incorporation, Date of Incorporation | Jun. 06, 2007 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 14175 Icot Boulevard, | |
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 | 912 | |
Local Phone Number | 912-590-2001 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common | |
Trading Symbol | RMSL | |
Entity Common Stock, Shares Outstanding | 1,508,905,448 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 698,727 | $ 719,100 |
Accounts receivable, net of allowance of $5,590 and $5,590, respectively | 10,294 | 9,025 |
Other assets | 15,900 | 8,710 |
Inventory | 79,617 | 99,147 |
Total current assets | 804,538 | 835,982 |
Other asset | 10,000 | 10,000 |
Right of use asset | 122,996 | 177,796 |
Property and equipment, net | 128,891 | 182,536 |
Total Assets | 1,066,425 | 1,206,314 |
Current Liabilities: | ||
Accounts payable | 101,187 | 37,000 |
Accrued compensation | 52,500 | 60,500 |
Convertible note payable, net of discount of $64,392 | 78,608 | |
Derivative liability | 97,065 | |
Accrued interest | 6,426 | |
Deferred revenue | 36,000 | |
Operating lease liability – current portion | 122,118 | 134,438 |
Total current liabilities | 493,904 | 231,938 |
Long Term Liabilities | ||
Operating lease liability – net of current portion | 43,676 | |
Total Liabilities | 493,904 | 275,614 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,482,455,943 and 1,461,616,601 shares issued and outstanding, respectively | 1,482,455 | 1,461,615 |
Discount to common stock | (94,708) | (94,708) |
Additional paid in capital | 13,848,212 | 13,749,052 |
Accumulated Deficit | (14,670,938) | (14,192,759) |
Total Stockholders’ Equity (Deficit) | 572,521 | 930,700 |
Total Liabilities and Stockholders’ Equity (Deficit) | 1,066,425 | 1,206,314 |
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 | $ 2,000 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Net of allowance (in Dollars) | $ 5,590 | $ 5,590 |
Convertible note net of discount (in Dollars) | $ 64,392 | |
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 | 1,482,455,943 | 1,461,616,601 |
Common stock, shares outstanding | 1,482,455,943 | 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 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 27,594 | $ 58,660 | $ 85,475 | $ 144,315 |
Cost of goods sold | 5,940 | 50,062 | 19,530 | 123,638 |
Gross margin | 21,654 | 8,598 | 65,945 | 20,677 |
Operating Expenses: | ||||
Professional fees | 56,715 | 29,810 | 64,685 | 47,702 |
Compensation expense – related party | 33,812 | 52,000 | 56,000 | 112,000 |
Development expense | 132,020 | 48,930 | 156,020 | 75,712 |
Lease expense | 22,016 | 23,195 | 50,924 | 69,499 |
General and administrative | 73,956 | 76,054 | 159,396 | 158,131 |
Total operating expenses | 318,519 | 229,989 | 487,025 | 463,044 |
Loss from operations | (296,865) | (221,391) | (421,080) | (442,367) |
Other income (expense): | ||||
Interest expense | (32,932) | (1,807) | (60,911) | (7,090) |
Change in fair value of derivative | 104,198 | 3,812 | ||
Total other income (expense) | 71,266 | (1,807) | (57,099) | (7,090) |
Loss before income taxes | (225,599) | (223,198) | (478,179) | (449,457) |
Provision for income taxes | ||||
Net Loss | $ (225,599) | $ (223,198) | $ (478,179) | $ (449,457) |
Net loss per share, basic (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, basic (in Shares) | 1,472,446,044 | 1,461,616,601 | 1,467,031,323 | 1,461,616,601 |
Statements of Operations (Una_2
Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net loss per share, diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, diluted | 1,472,446,044 | 1,461,616,601 | 1,467,031,323 | 1,461,616,601 |
Statements of Stockholders_ Equ
Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock Series A | Preferred Stock Series B | Preferred Stock Series C | Common Stock | Discount to Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | |||||
Net Loss | (226,259) | (226,259) | ||||||
Balance at Mar. 31, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,641,180) | 2,482,279 | |
Balance (in Shares) at Mar. 31, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
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 | |||||
Net Loss | (449,457) | |||||||
Balance at Jun. 30, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,864,378) | 2,259,081 | |
Balance (in Shares) at Jun. 30, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Balance at Mar. 31, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,641,180) | 2,482,279 | |
Balance (in Shares) at Mar. 31, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
Net Loss | (223,198) | (223,198) | ||||||
Balance at Jun. 30, 2023 | $ 5,000 | $ 500 | $ 1,461,615 | (94,708) | 13,751,052 | (12,864,378) | 2,259,081 | |
Balance (in Shares) at Jun. 30, 2023 | 5,000,000 | 500,000 | 1,461,616,601 | |||||
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 | ||||
Net Loss | (252,580) | (252,580) | ||||||
Balance at Mar. 31, 2024 | $ 5,000 | $ 500 | $ 2,000 | $ 1,461,615 | (94,708) | 13,749,052 | (14,445,339) | 678,120 |
Balance (in Shares) at Mar. 31, 2024 | 5,000,000 | 500,000 | 2,000,000 | 1,461,616,601 | ||||
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 | ||||
Net Loss | (478,179) | |||||||
Balance at Jun. 30, 2024 | $ 5,000 | $ 500 | $ 2,000 | $ 1,482,455 | (94,708) | 13,848,212 | (14,670,938) | 572,521 |
Balance (in Shares) at Jun. 30, 2024 | 5,000,000 | 500,000 | 2,000,000 | 1,482,455,943 | ||||
Balance at Mar. 31, 2024 | $ 5,000 | $ 500 | $ 2,000 | $ 1,461,615 | (94,708) | 13,749,052 | (14,445,339) | 678,120 |
Balance (in Shares) at Mar. 31, 2024 | 5,000,000 | 500,000 | 2,000,000 | 1,461,616,601 | ||||
Common stock sold for cash | $ 20,840 | 99,160 | 120,000 | |||||
Common stock sold for cash (in Shares) | 20,839,342 | |||||||
Net Loss | (225,599) | (225,599) | ||||||
Balance at Jun. 30, 2024 | $ 5,000 | $ 500 | $ 2,000 | $ 1,482,455 | $ (94,708) | $ 13,848,212 | $ (14,670,938) | $ 572,521 |
Balance (in Shares) at Jun. 30, 2024 | 5,000,000 | 500,000 | 2,000,000 | 1,482,455,943 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (478,179) | $ (449,457) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 53,645 | 47,704 |
Change in fair value of derivative | (3,812) | |
Discount amortization | 54,485 | |
Operating lease expense | (1,196) | 17,378 |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | (1,269) | (39,069) |
Prepaids and other assets | (7,190) | (15,000) |
Inventory | 19,530 | 120,041 |
Accounts payable | 64,187 | (40,824) |
Deferred revenue | 36,000 | |
Accrued compensation – related party | (8,000) | 2,000 |
Accrued interest | 6,426 | |
Accrued interest – related party | (90,119) | |
Net cash used by operating activities | (265,373) | (447,346) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (128,450) | |
Net cash used by investing activities | (128,450) | |
Cash Flows from Financing Activities: | ||
Proceeds from convertible note payable | 125,000 | |
Proceeds from the sale of common stock | 120,000 | |
Repayment of loans – related party | (183,931) | |
Net cash provided (used) by financing activities | 245,000 | (183,931) |
Net change in cash | (20,373) | (759,727) |
Cash at beginning of the period | 719,100 | 1,841,988 |
Cash at end of the period | 698,727 | 1,082,261 |
Supplemental cash flow information: | ||
Interest paid in cash | ||
Taxes paid | ||
Supplemental disclosure of non-cash activity: | ||
Debt discount to be amortized | $ 64,392 |
Background
Background | 6 Months Ended |
Jun. 30, 2024 | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2024, and the results of its operations and cash flows for the six months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2024. 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 June 30, 2024 and December 31, 2023, the Company had $448,727 and $469,100 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 June 30, 2024 and December 31, 2023. 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 June 30, 2024, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and approximately 14,031,000 shares of common stock from a convertible note payable. As of June 30, 2023, the Company had approximately potentially dilutive shares of common of 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. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2024: June 30, 2024: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 97,065 Total $ — $ — $ 97,065 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 , 2024, 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, the Company determines if it needs to adjust its allowance. As of June 30, 2024, management has determined that an allowance for doubtful account is required of $5,590 for amounts that may not be collectible. 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. No 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 | 6 Months Ended |
Jun. 30, 2024 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying unaudited 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 $14,670,938 at June 30, 2024, had a net loss of $478,179 and net cash used in operating activities of $265,373 for the period ended June 30, 2024. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. The Company received its FDA 510k approval for its DeltaWave product on July 2, 2024. We expect to have product inventory ready for the market in the third quarter of 2024. The Company will continue to finance its operations through debt and/or equity financing as needed. |
Property & Equipment
Property & Equipment | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 37,410 Tooling/Molds 214,454 214,454 Less: accumulated depreciation (206,499 ) (152,854 ) Fixed assets, net $ 128,891 $ 182,536 Depreciation expense Depreciation expense for the six months ended June 30, 2024 and 2023 was $53,645 and $47,704, respectively. |
Convertible Note Payable
Convertible Note Payable | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 5 – CONVERTIBLE NOTE PAYABLE 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 $18,000 and matures on January 10, 2025. The OID includes $5,000 withheld for legal fees. 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. The Company recorded an original debt discount of $118,887 ($18,000 OID, $100,877 from derivative) to be amortized over the one-year term of the loan. During the six months ended June 30, 2024, $54,485 was amortized to interest expense. The debt discount balance as of June 30, 2024, is $64,392. A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2023 — Increase to derivative due to new issuances 100,877 Decrease to derivative due to conversion/repayments — Derivative loss due to mark to market adjustment 3,812 Balance at June 30, 2024 $ 97,065 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2024 is as follows: Inputs June 30, Initial Stock price $ 0.0153 $ 0.0162 Conversion price $ 0.0107 $ 0.0107 Volatility (annual) 110.55 % 76.34 % Risk-free rate 5.33 % 4.82 % Dividend rate - - Years to maturity .53 1 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 - RELATED PARTY TRANSACTIONS 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 June 30, 2024 and December 31, 2023, there is $6,500 and $14,500 of accrued compensation, respectively, due to Mr. Wood. During the six months ended June 30, 2024 and 2023, cash payments of $56,000 and $42,000, respectively, were paid to Mr. Wood. As of June 30, 2024 and December 31, 2023, there is $46,000 and $46,000 of accrued compensation, respectively, due to Russell Bird, the former Chairman. 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 six months ended June 30, 2024 and 2023, the Company made cash payments to Mr. Lane of $8,000 and $24,000, respectively. During the six months ended June 30, 2024 and 2023, the Company paid $14,100 and $13,000, respectively, to the brother of the CEO for services related to development of the Company’s product. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2024 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 7 - 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 June 30, Operating lease asset Right of use asset $ 122,996 Total lease asset $ 122,996 Liability Operating lease liability – current portion Current operating lease liability $ 122,118 Operating lease liability – noncurrent portion Long-term operating lease liability — Total lease liability $ 122,118 Lease obligations at June 30 consisted of the following: For the year ended December 31: 2024 $ 76,416 2025 49,151 Total payments $ 125,567 Amount representing interest $ (3,449 ) Lease obligation, net 122,118 Less current portion — Lease obligation – long term $ — The operating lease expense for the above agreement for the June 30 was $50,924 which consisted of amortization expense of $45,578 and interest expense of $5,346. The operating lease expense for the above agreement for the June 30 was $69,500 which consisted of amortization expense of $43,613, $18,298 of prepaid rent and interest expense of $7,589. During the six months ended June 30, 2023, the Company also incurred $11,095 of rent expense for an apartment used by Company personnel. The apartment is a monthly, short-term rental. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 - 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. Subsequent to June 30, 2024, the Company sold 26,260,505 shares of common stock to Quick Capital LLC for total proceeds of $250,000. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (225,599) | $ (252,580) | $ (223,198) | $ (226,259) | $ (478,179) | $ (449,457) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2023. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2024, and the results of its operations and cash flows for the six months then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2024. |
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 June 30, 2024 and December 31, 2023, the Company had $448,727 and $469,100 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 June 30, 2024 and December 31, 2023. |
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 June 30, 2024, the Company had approximately 5,000,000 potentially dilutive shares from Series A preferred stock, 50,000,000 from Series B preferred stock, 600,000,000 from Series C preferred stock and approximately 14,031,000 shares of common stock from a convertible note payable. As of June 30, 2023, the Company had approximately potentially dilutive shares of common of 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. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2024: June 30, 2024: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 97,065 Total $ — $ — $ 97,065 |
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 , 2024, 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, the Company determines if it needs to adjust its allowance. As of June 30, 2024, management has determined that an allowance for doubtful account is required of $5,590 for amounts that may not be collectible. |
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. No |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2024: Description Level 1 Level 2 Level 3 Derivative $ — $ — $ 97,065 Total $ — $ — $ 97,065 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property & Equipment [Abstract] | |
Schedule of Assets Stated at Cost, Less Accumulated Depreciation | Assets stated at cost, less accumulated depreciation consisted of the following: June 30, December 31, Furniture/fixtures $ 39,746 $ 39,746 Office equipment 43,780 43,780 Automobile 37,410 37,410 Tooling/Molds 214,454 214,454 Less: accumulated depreciation (206,499 ) (152,854 ) Fixed assets, net $ 128,891 $ 182,536 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Note Payable [Abstract] | |
Schedule of Derivative Liability | A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2023 — Increase to derivative due to new issuances 100,877 Decrease to derivative due to conversion/repayments — Derivative loss due to mark to market adjustment 3,812 Balance at June 30, 2024 $ 97,065 |
Schedule of Quantitative Information about Significant Unobservable Inputs | A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2024 is as follows: Inputs June 30, Initial Stock price $ 0.0153 $ 0.0162 Conversion price $ 0.0107 $ 0.0107 Volatility (annual) 110.55 % 76.34 % Risk-free rate 5.33 % 4.82 % Dividend rate - - Years to maturity .53 1 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Operating lease asset Right of use asset $ 122,996 Total lease asset $ 122,996 Liability Operating lease liability – current portion Current operating lease liability $ 122,118 Operating lease liability – noncurrent portion Long-term operating lease liability — Total lease liability $ 122,118 |
Schedule of Lease Obligations | Lease obligations at June 30 consisted of the following: For the year ended December 31: 2024 $ 76,416 2025 49,151 Total payments $ 125,567 Amount representing interest $ (3,449 ) Lease obligation, net 122,118 Less current portion — Lease obligation – long term $ — |
Background (Details)
Background (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Background [Abstract] | |
Incorporation date | Jun. 06, 2007 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||
Cash insured amount | $ 448,727 | $ 469,100 | |
Federal depository insurance coverage limit | 250,000 | ||
Fixed assets cost | $ 2,000 | ||
Warrants term | 2 years | ||
Total number of units sold | 1,000 | ||
Allowance for doubtful account. | $ 5,590 | 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 B 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 | ||
Preferred Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Dilutive shares | 14,031,000 | ||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Dilutive shares | 5,000,000 | ||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Dilutive shares | 50,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Liabilities Measured At Fair Value on Recurring Basis | Jun. 30, 2024 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | |
Fair Value, Inputs, Level 2 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | 97,065 |
Derivative [Member] | Fair Value, Inputs, Level 1 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | |
Derivative [Member] | Fair Value, Inputs, Level 2 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis [Line Items] | |
Total Derivative | $ 97,065 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Going Concern [Abstract] | |||||||
Accumulated deficit | $ (14,670,938) | $ (14,670,938) | $ (14,192,759) | ||||
Net loss | $ (225,599) | $ (252,580) | $ (223,198) | $ (226,259) | (478,179) | $ (449,457) | |
Net cash used in operating activities | $ (265,373) | $ (447,346) |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property & Equipment [Line Items] | ||
Depreciation expense | $ 53,645 | $ 47,704 |
Minimum [Member] | ||
Property & Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Maximum [Member] | ||
Property & Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years |
Property & Equipment (Details)
Property & Equipment (Details) - Schedule of Assets Stated at Cost, Less Accumulated Depreciation - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items] | ||
Less: accumulated depreciation | $ (206,499) | $ (152,854) |
Fixed assets, net | 128,891 | 182,536 |
Furniture/fixtures [Member] | ||
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items] | ||
Fixed assets, gross | 39,746 | 39,746 |
Office Equipment [Member] | ||
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items] | ||
Fixed assets, gross | 43,780 | 43,780 |
Automobile [Member] | ||
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items] | ||
Fixed assets, gross | 37,410 | 37,410 |
Tooling/Molds [Member] | ||
Schedule of Assets Stated at Cost, Less Accumulated Depreciation [Line Items] | ||
Fixed assets, gross | $ 214,454 | $ 214,454 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jan. 10, 2024 | |
Convertible Note Payable [Line Items] | |||
Convertible promissory note | $ 143,000 | ||
Legal fees | $ 5,000 | ||
Original debt discount | 118,887 | ||
Derivative amount | 100,877 | ||
Discount amortization | 54,485 | ||
Convertible Promissory Note [Member] | |||
Convertible Note Payable [Line Items] | |||
Percentage of convertible promissory note | 10% | ||
Interest amount | $ 18,000 | ||
Discount percentage | 25% | ||
Original debt discount | $ 18,000 | ||
Discount amortization | $ 64,392 | ||
Maturity date | Jan. 10, 2025 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details) - Schedule of Derivative Liability - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Derivative Liability [Abstract] | ||||
Beginning balance | ||||
Increase to derivative due to new issuances | 100,877 | |||
Decrease to derivative due to conversion/repayments | ||||
Derivative loss due to mark to market adjustment | $ 104,198 | 3,812 | ||
Ending balance | $ 97,065 | $ 97,065 |
Convertible Note Payable (Det_3
Convertible Note Payable (Details) - Schedule of Quantitative Information about Significant Unobservable Inputs | Jun. 30, 2024 |
Stock price [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 0.0153 |
Stock price [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 0.0162 |
Conversion price [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 0.0107 |
Conversion price [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 0.0107 |
Volatility (annual) [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 110.55 |
Volatility (annual) [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 76.34 |
Risk-free rate [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 5.33 |
Risk-free rate [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 4.82 |
Dividend rate [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | |
Dividend rate [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | |
Years to maturity [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 0.53 |
Years to maturity [Member] | Initial Valuation [Member] | |
Schedule of Quantitative Information about Significant Unobservable Inputs [Line Items] | |
Derivative liability | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Technology Service [Member] | |||
Related Party Transactions [Line Items] | |||
Payment of service cost | $ 14,100 | $ 13,000 | |
Mr. Wood [Member] | |||
Related Party Transactions [Line Items] | |||
Compensated per month | 8,000 | ||
Accrued compensation | 14,500 | $ 6,500 | |
Cash payments | 56,000 | 42,000 | |
Mr. Bird [Member] | |||
Related Party Transactions [Line Items] | |||
Accrued compensation | 46,000 | $ 46,000 | |
Mr. Lane [Member] | |||
Related Party Transactions [Line Items] | |||
Cash payments | $ 8,000 | $ 24,000 |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | 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 | $ 18,298 | |
Operating lease liabilities | 122,118 | ||
Operating lease expense | 50,924 | 69,500 | |
Amortization expense | 45,578 | 43,613 | |
Interest expense | $ 5,346 | 7,589 | |
Incurred rent expense | $ 11,095 | ||
Right-of-Use Assets [Member] | |||
Operating Leases [Line Items] | |||
Operating lease liabilities | $ 328,803 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Right-of-Use (“ROU”) Assets and Operating Lease Liabilities - Operating Leases [Member] | Jun. 30, 2024 USD ($) |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Right of use asset | Total lease asset |
Operating lease asset | $ 122,996 |
Total lease asset | $ 122,996 |
Current operating lease liability | Operating lease liability – current portion |
Operating lease liability – current portion | $ 122,118 |
Long-term operating lease liability | Operating lease liability – noncurrent portion |
Operating lease liability – noncurrent portion | |
Total lease liability | $ 122,118 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Lease Obligations - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Lease Obligations [Abstract] | ||
2024 | $ 76,416 | |
2025 | 49,151 | |
Total payments | 125,567 | |
Amount representing interest | (3,449) | |
Lease obligation, net | 122,118 | |
Lease obligation – long term | $ 43,676 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 | 1:100 voting right | |
Preferred stock, shares issued | 500,000 | 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 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Common Stock [Member] | Series B Preferred Stock [Member] | ||
Preferred Stock [Line Items] | ||
Preferred stock, shares outstanding | 500,000 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Subsequent Events [Line Items] | |
Total proceeds | $ | $ 250,000 |
Common Stock [Member] | |
Subsequent Events [Line Items] | |
Sale of stock sold | shares | 26,260,505 |