Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-52942 | |
Entity Registrant Name | BLUE LINE PROTECTION GROUP, INC. | |
Entity Central Index Key | 0001416697 | |
Entity Tax Identification Number | 20-5543728 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5765 Logan St. | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80216 | |
City Area Code | (800) | |
Local Phone Number | 844-5576 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,250,144 |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and equivalents | $ 514,695 | $ 280,073 |
Accounts receivable | 362,159 | 373,175 |
Prepaid expenses and deposits | 33,601 | 31,553 |
Total current assets | 910,455 | 684,801 |
Long-term assets: | ||
Right to use assets | 621,300 | 408,616 |
Machinery and equipment, net of accumulated depreciation of $754,281 and $687,725, respectively | 263,048 | 254,227 |
Fixed assets of discontinued operations | 2,782 | 2,782 |
Total long term assets | 887,130 | 665,625 |
Security Deposit | 31,920 | 31,920 |
Total assets | 1,829,505 | 1,382,346 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 662,746 | 555,445 |
Financed lease liabilities | 23,344 | 31,719 |
Convertible notes payable - related parties, net of unamortized discount | 539,863 | 604,256 |
Current portion of operating lease obligation | 156,498 | 112,250 |
Derivative liabilities | 394,757 | 451,119 |
Total current liabilities | 1,929,979 | 1,907,560 |
Long-term liabilities: | ||
Financed lease liabilities - long term | 19,760 | 37,568 |
Operating lease liability-long term | 494,215 | 328,116 |
Total long-term liabilities | 1,345,656 | 1,366,184 |
Total liabilities | 3,275,635 | 3,273,744 |
Stockholders’ deficit: | ||
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 20,000 | 20,000 |
Common Stock, $0.001 par value, 14,000,000 shares authorized, 8,250,144 and 8,250,144 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 8,251 | 8,251 |
Common Stock, owed but not issued, 129 shares and 129 shares as of September 30, 2023 and December 31, 2022, respectively | 13 | 13 |
Additional paid-in capital | 10,160,368 | 10,046,096 |
Accumulated deficit | (11,634,762) | (11,965,758) |
Total stockholders’ deficit | (1,446,130) | (1,891,398) |
Total liabilities and stockholders’ deficit | 1,829,505 | 1,382,346 |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable - related parties | 152,771 | 152,771 |
Long-term liabilities: | ||
Notes payable - related parties | $ 831,681 | $ 1,000,500 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 14,000,000 | 14,000,000 |
Common stock, shares issued | 8,250,144 | 8,250,144 |
Common stock, shares outstanding | 8,250,144 | 8,250,144 |
Common owed but not issued | 129 | 129 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation, property, plant, and equipment | $ 754,281 | $ 687,725 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,105,945 | $ 912,453 | $ 3,219,512 | $ 2,897,520 |
Cost of revenue | (388,852) | (345,485) | (1,117,431) | (939,182) |
Gross profit | 717,093 | 566,968 | 2,102,081 | 1,958,338 |
Operating expenses: | ||||
General and administrative expenses | 495,919 | 611,613 | 1,607,904 | 1,667,229 |
Total expenses | 495,919 | 611,613 | 1,607,904 | 1,667,229 |
Operating Income | 221,174 | (44,645) | 494,177 | 291,109 |
Other income (expenses): | ||||
Gain on sale of fixed asset | 1,000 | 1,000 | ||
Interest expense | (44,927) | (11,197) | (143,861) | (151,935) |
Income / (Loss) on derivative | 28,399 | (44,086) | (20,320) | (203,362) |
Total other income / (expenses) | (15,528) | (55,283) | (163,181) | (355,297) |
Net income / (loss) | $ 205,646 | $ (99,928) | $ 330,996 | $ (64,188) |
Net income per common share: basic | $ 0.02 | $ (0.01) | $ 0.04 | $ (0.01) |
Net income per common share: Diluted | $ 0.02 | $ (0.01) | $ 0.04 | $ (0.01) |
Weighted average number of common shares outstanding- Basic | 8,250,144 | 8,448,001 | 8,250,144 | 8,374,927 |
Weighted average number of common shares outstanding- Diluted | 17,474,060 | 8,448,001 | 17,474,060 | 8,374,927 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||
Net income (loss) | $ 330,996 | $ (64,188) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 95,372 | 96,034 |
Amortization of right to use | 99,748 | 89,405 |
Stock Option expense | 37,590 | |
Change in fair value of derivative liabilities | 20,320 | 203,362 |
Changes in operating assets and liabilities: | ||
(Increase) / decrease in accounts receivable | 11,016 | 50,881 |
(Increase) / decrease in deposits and prepaid expenses | (2,048) | 208 |
Increase (decrease) in accounts payable and accrued liabilities | 107,301 | 74,637 |
Increase (decrease) in lease obligations | (102,085) | (91,873) |
Net cash provided by operating activities | 598,210 | 358,466 |
Cash flows from investing activities | ||
Purchase of fixed assets | (104,193) | (18,882) |
Net cash used in investing activities | (104,193) | (18,882) |
Financing activities | ||
Repayments of convertible notes payable - related party | (64,392) | (338,570) |
Repayments of notes payable - related party | (168,820) | (258,434) |
Payments on notes payable | (26,183) | (30,484) |
Net cash used in financing activities | (259,395) | (627,488) |
Net increase in cash | 234,622 | (287,904) |
Cash - beginning | 280,073 | 662,177 |
Cash - ending | 514,695 | 374,273 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 58,799 | 28,400 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Capitalized leased fixed assets | 68,872 | |
Derivative resolution | 76,682 | 417,018 |
Cancellation of common stock | 260 | |
Gain on the forgiveness of accrued interest - related party | 250,000 | |
Initial recognition of right of use asset and lease liability | $ 312,432 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 20,000 | $ 8,486 | $ 9,021,126 | $ 13 | $ (11,671,230) | $ (2,621,605) |
Beginning balance, shares at Dec. 31, 2021 | 20,000,000 | 8,485,144 | ||||
Cancellation of common stock | $ (260) | 260 | ||||
Cancellation of common stock, shares | (260,000) | |||||
Derivative resolution | 417,018 | 417,018 | ||||
Net income | (64,188) | (64,188) | ||||
Forgiveness of interest - related party | 250,000 | 250,000 | ||||
Ending balance, value at Sep. 30, 2022 | $ 20,000 | $ 8,226 | 9,688,404 | 13 | (11,735,418) | (2,018,775) |
Ending balance, shares at Sep. 30, 2022 | 20,000,000 | 8,225,144 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 20,000 | $ 8,486 | 9,252,938 | 13 | (11,635,490) | (2,354,053) |
Beginning balance, shares at Jun. 30, 2022 | 20,000,000 | 8,485,144 | ||||
Cancellation of common stock | $ (260) | 260 | ||||
Cancellation of common stock, shares | (260,000) | |||||
Forgiveness of interest - related party | 250,000 | 250,000 | ||||
Derivative resolution | 185,206 | 185,206 | ||||
Net income | (99,928) | (99,928) | ||||
Ending balance, value at Sep. 30, 2022 | $ 20,000 | $ 8,226 | 9,688,404 | 13 | (11,735,418) | (2,018,775) |
Ending balance, shares at Sep. 30, 2022 | 20,000,000 | 8,225,144 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 20,000 | $ 8,251 | 10,046,096 | 13 | (11,965,758) | (1,891,398) |
Beginning balance, shares at Dec. 31, 2022 | 20,000,000 | 8,250,144 | ||||
Derivative resolution | 76,682 | 76,682 | ||||
Net income | 330,996 | 330,996 | ||||
Stock options expense | 37,590 | 37,590 | ||||
Ending balance, value at Sep. 30, 2023 | $ 20,000 | $ 8,251 | 10,160,368 | 13 | (11,634,762) | (1,446,130) |
Ending balance, shares at Sep. 30, 2023 | 20,000,000 | 8,250,144 | ||||
Beginning balance, value at Jun. 30, 2023 | $ 20,000 | $ 8,251 | 10,116,348 | 13 | (11,840,408) | (1,695,796) |
Beginning balance, shares at Jun. 30, 2023 | 20,000,000 | 8,250,144 | ||||
Derivative resolution | 29,589 | 29,589 | ||||
Net income | 205,646 | 205,646 | ||||
Stock options expense | 14,431 | 14,431 | ||||
Ending balance, value at Sep. 30, 2023 | $ 20,000 | $ 8,251 | $ 10,160,368 | $ 13 | $ (11,634,762) | $ (1,446,130) |
Ending balance, shares at Sep. 30, 2023 | 20,000,000 | 8,250,144 |
History and organization of the
History and organization of the company | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
History and organization of the company | Note 1 – History and organization of the company The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 100,000,000 0.001 On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (“Blue Line Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry. On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (“BLPG”) On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. 1,400,000,000 On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100 14,000,000 The Company provides logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armed transportation services; including shipment protection, money escorts, asset vaulting, financial services, such as handling transportation and storage of currency; training; and compliance services. |
Accounting policies and procedu
Accounting policies and procedures | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounting policies and procedures | Note 2 – Accounting policies and procedures Principles of consolidation For the periods ended September 30, 2023 and September 30, 2022 the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”), and Blue Line Protection Group, Inc. (an Arizona corporation; “Blue Line Arizona”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.” Interim financial statements The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Basis of presentation The consolidated financial statements present the balance sheets, statements of operations, stockholders’ equity (deficit) and cash flows of the Company and its subsidiaries. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of September 30, 2023 the Company has cash in excess of FDIC insured limits of $ 264,695 no Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Schedule of Estimated Useful Lives of Property and Equipment Automotive Vehicles 5 Furniture and Equipment 5 Buildings and Improvements the lesser of the life of the lease or the estimated useful life of the lease The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as September 30, 2023 and December 31, 2022. Depreciation expense for the three and nine months ended September 30, 2023 and, 2022 was $ 26,960 95,372 38,767 96,034 1,000 Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of September 30, 2023 and December 31, 2022, the Company determined that none of its long-lived assets were impaired. Concentration of business and credit risk The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times exceed federally insured limits. The Company had one major customer which generated 10 17 The Company had one major customer which generated 21% 10 Related party transactions FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2023 and December 31, 2022: September 30, 2023 Schedule of Fair Value of Liabilities Measured on Recurring Basis Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 394,757 $ - $ - $ 394,757 Warrant derivative liabilities $ - $ - $ - $ - Total $ 394,757 $ - $ - $ 394,757 December 31, 2022 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 451,119 $ - $ - $ 451,119 Warrant derivative liabilities $ - $ - $ - $ - Total $ 451,119 $ - $ - $ 451,119 The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 7). Revenue Recognition The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed. In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Schedule of Revenue by Major Customers by Reporting Segments Revenue Breakdown by Streams 2023 2022 Three months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 505,352 $ 386,339 Service: Currency Processing $ 585,888 $ 509,327 Service: Compliance $ 14,705 $ 16,787 Total $ 1,105,945 $ 912,453 Revenue Breakdown by Streams 2023 2022 Nine months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 1,429,758 $ 1,175,417 Service: Currency Processing $ 1,755,196 $ 1,696,898 Service: Compliance $ 34,558 $ 25,205 Total $ 3,219,512 $ 2,897,520 Advertising costs The Company expenses all costs of advertising as incurred. Advertising expense for the three and nine months ended September 30, 2023 and September 30, 2022 amounted to $ 0 0 4,704 0 General and administrative expenses The significant components of general and administrative expenses consist mainly of rent and compensation. Share-Based Compensation Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized. Cost of Revenue The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit of the Company’s clients. Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three and nine months ended September 30, 2023 all common stock equivalents of 9,223,916 and 9,223,916 , respectively were included in the calculation of diluted income per share as their effect would be dilutive. Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Recent Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Going concern
Going concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | Note 3 – Going concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit and had a working capital deficit as of September 30, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 4 – Commitments and contingencies Contingencies On November 6, 2015, Daniel Sullivan sent a wage claim demand to the Company. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $ 8,055 154,409 Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence to the Company stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $ 98,150 On April 14, 2016, the Company entered into an agreement with a third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $ 75,000 1,500,000 75,000 34,346 Finance leases On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $ 64,354 30,000 1,129.76 The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets On June 2, 2021, the Company recorded finance lease obligation for a leased a vehicle for $ 56,733 3,510 2,765.19 The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets On June 17, 2022, the Company recorded finance lease obligation for a leased vehicle for $ 69,255 2,882 2,338 The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets Schedule of Future Minimum Lease Payments Future minimum lease payments as September 30, 2023 2023 $ 23,344 2024 19,706 Total minimum lease payments $ 43,050 Operating Leases On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $ 1,400,000 677,681 the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years 10,000 2 30,000 On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods 3,880 2 4,369 The lease was renewed and extended for an additional five year period 6,379.20 4 On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio. The lease is for an initial term of 63 3,200 3,400 28 63 3,200 35,760 8,800 On March 14, 2023 effective June 2023 the Company extended the lease on a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four-year periods. 6,379 4 312,432 The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $ 1,082,241 12 The lease agreement gives the Company the option to renew it for two additional 5 year terms Supplemental balance sheet information related to leases is as follows: September 30, 2023 Schedule of Operating Leases Operating Leases Classification September 30, 2023 Right-of-use assets Operating right of use assets $ 621,300 Total $ 621,300 Current lease liabilities Current operating lease liabilities $ 156,498 Non-current lease liabilities Long-term operating lease liabilities $ 494,215 Total $ 650,713 Lease term and discount rate were as follows: Summary of Operating Lease Liabilities September 30, 2023 Weighted average remaining lease term (years) 45.50 Weighted average discount rate 12 % The following summarizes lease expenses for the nine months ended September 30, 2023: Finance lease expenses: Summary of Lease Expenses Depreciation/amortization expense $ 99,978 Interest on lease liabilities 48,010 Finance lease expense $ 147,988 Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Lease September 2023 Cash paid for operating lease liabilities $ 102,085 Maturities of lease liabilities were as follows as of September 30, 2023: Schedule of Maturities of Lease Liabilities Operating Leases 2023 $ 54,153 2024 $ 218,833 2025 $ 224,230 2026 $ 193,112 2027 $ 88,179 2028 $ 39,197 Total $ 817,704 Less: Imputed interest $ (166,991 ) Present value of lease liabilities $ 650,713 December 31, 2022 Operating Leases Classification December 31, 2022 Right-of-use assets Operating right of use assets $ 408,616 Total $ 408,616 Current lease liabilities Current operating lease liabilities $ 112,250 Non-current lease liabilities Long-term operating lease liabilities $ 328,116 Total $ 440,366 Lease term and discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 2.50 Weighted average discount rate 12 % The following summarizes lease expenses for the year ended December 31, 2022: Finance lease expenses: Depreciation/amortization expense $ 121,095 Interest on lease liabilities 6,673 Finance lease expense $ 127,768 Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2022 Cash paid for operating lease liabilities $ 125,266 |
Notes payable
Notes payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes payable | Note 5 – Notes payable Convertible notes payable to non-related parties On October 18, 2017, the Company borrowed $ 150,000 15,250 10 24 July 16, 2018 The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business 150,000 May 11, 2019 75,000 134,750 39,478 2,178,825 61,624 0 150,000 400,000 200,000 100,000 th th 250,000 On March 21, 2018, the Company borrowed $ 45,000 4,500 3,514 12 15 March 21, 2019 The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business 40,500 |
Notes payable _ related parties
Notes payable – related parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Notes payable – related parties | Note 6 – Notes payable – related parties Long-term liabilities: Notes payable - related parties As of December 31, 2021 the Company owed MKM Capital Advisors and two related entities $ 128,600 70,088 128,600 70,088 5 10,947 0 86,979 As of December 31, 2021 the Company owed CGDK, LLC $ 1,185,217 452,246 1,185,217 452,246 December 31, 2026 5 152,293 750,278 902,574 Current liabilities: Notes payable – related parties On July 31, 2014, the Company borrowed $ 98,150 98,150 98,150 As of December 31, 2014, a related party loaned the Company $ 180,121 125,500 54,621 54,621 Current Liabilities: Convertible notes payable to related parties As of December 31, 2021 the Company owed Hypur Inc. $ 688,500 ● On March 3, 2022 the Company paid Hypur $ 137,500 ● On or before each date shown below, the Company paid Hypur $ 12,500 Schedule of Related Debt Maturity Date Amount March 31, 2022 $ 12,500 April 30, 2022 $ 12,500 May 31, 2022 $ 12,500 June 30, 2022 $ 12,500 ● On or before July 31, 2022 the Company agreed to pay Hypur $ 137,500 ● All principal amounts owed to Hypur under the Promissory Notes will bear interest at 7.5 ● If by July 31, 2022 all payments required by the Company’s agreement with Hypur have been made in a timely fashion, Hypur will forgive $ 250,000 ● After July 31, 2022 future payment plans will be negotiated, provided however that any principal amounts owed to Hypur under the Promissory Notes after July 31, 2022 will not bear interest in excess of 7.5 12 ● Hypur will waive any default rights between January 31, 2022 and August 31, 2022 on a month-to-month basis so long as all payments required by the Company’s agreement with Hypur have been made. During the nine months ended September 30, 2023 the Company repaid a total of $ 64,393 264,863 329,256 250,000 On September 1, 2016, the Company entered into, a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party, pursuant to which the Company borrowed $ 75,000 The loan was due 180 days from the date of issuance and bears interest at 10 .05 .50 75,000 75,000 15 150 On October 14, 2016, the Company entered into a convertible promissory note with Hypur Ventures, pursuant to which the Company borrowed $ 100,000 10 .05 .50 100,000 100,000 15 150 On March 7, 2017, the Company borrowed $ 100,000 10 .05 .50 100,000 100,000 15 150 The Company re-measured the fair value of derivative liabilities on September 30, 2023 and December 31, 2022. See Note 7. |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Note 7 – Derivative Liability The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that an instrument should be classified as a liability when a conversion option becomes effective. The derivative liability in connection with the conversion feature of the convertible debt is measured using level 3 inputs. The change in the fair value of derivative liabilities is as follows: Schedule of Derivative Liabilities at Fair Value Balance – December 31, 2021 $ 712,784 Settlement of derivatives upon conversion $ (442,389 ) Change in fair value of the derivative $ 180,724 Balance – December 31, 2022 $ 451,119 Settlement of derivatives upon conversion $ (76,682 ) Gain on change in fair value of the derivative $ 20,320 Balance – September 30, 2023 $ 394,757 The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used Nine Months ended September 30, 2023 Year ended December 31, 2022 Expected term 0.25 1.01 0.25 1.09 Expected average volatility 276.07 373.79 % 229.64 260.80 % Expected dividend yield - - Risk-free interest rate 5.49 5.55 % 4.12 4.76 % |
Stockholders_ deficit
Stockholders’ deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 8 – Stockholders’ deficit The Company was originally authorized to issue 100,000,000 100,000,000 1,400,000,000 On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100. As a result, the authorized capital of the Company concurrently decreased to 14,000,000 1,570 Common stock During the year ended December 31, 2022, 260,000 During October 2022 the Company issued a total of 25,000 4,750 0.19 Preferred stock On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 5,000,000 0.10 0.05 500,000 114,229 Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 5,000,000 five year 0.10 0.05 445,000 55,000 0 The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $ 0.50 The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants. |
Options and warrants
Options and warrants | 9 Months Ended |
Sep. 30, 2023 | |
Options And Warrants | |
Options and warrants | Note 9 – Options and warrants Options All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award. The following is a summary of the Company’s stock option activity for the nine months ended September 30, 2023: Summary of Stock Option Activity Number Of Weighted-Average Exercise Price Outstanding at December 31, 2022 3,022,000 $ - Granted 350,000 $ 0.21 Expired - $ - Cancelled (45,000 ) $ 0.21 Outstanding at September 30, 2023 3,327,000 $ 0.21 Options exercisable at September 30, 2023 1,713,500 $ 0.21 The following tables summarize information about stock options outstanding and exercisable at September 30, 2023: Schedule of Stock Options Outstanding and Exercisable Exercise Price Range OPTIONS OUTSTANDING AND EXERCISABLE AT SEPTEMBER 30, 2023 Range of Number of Weighted- Weighted- Number Weighted- $ 0.21 3,327,000 3.75 $ 0.21 1,713,500 $ 0.21 Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for three and nine months ended September 30, 2023 was $ 14,431 37,590 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 10 – Subsequent events None. |
Accounting policies and proce_2
Accounting policies and procedures (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation For the periods ended September 30, 2023 and September 30, 2022 the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”), and Blue Line Protection Group, Inc. (an Arizona corporation; “Blue Line Arizona”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.” |
Interim financial statements | Interim financial statements The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Basis of presentation | Basis of presentation The consolidated financial statements present the balance sheets, statements of operations, stockholders’ equity (deficit) and cash flows of the Company and its subsidiaries. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company has adopted December 31 as its fiscal year end. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of September 30, 2023 the Company has cash in excess of FDIC insured limits of $ 264,695 no |
Accounts receivable | Accounts receivable Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote. |
Allowance for uncollectible accounts | Allowance for uncollectible accounts The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no |
Property and equipment | Property and equipment Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows: Schedule of Estimated Useful Lives of Property and Equipment Automotive Vehicles 5 Furniture and Equipment 5 Buildings and Improvements the lesser of the life of the lease or the estimated useful life of the lease The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as September 30, 2023 and December 31, 2022. Depreciation expense for the three and nine months ended September 30, 2023 and, 2022 was $ 26,960 95,372 38,767 96,034 1,000 |
Impairment of long-lived assets | Impairment of long-lived assets The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of September 30, 2023 and December 31, 2022, the Company determined that none of its long-lived assets were impaired. |
Concentration of business and credit risk | Concentration of business and credit risk The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times exceed federally insured limits. The Company had one major customer which generated 10 17 The Company had one major customer which generated 21% 10 |
Related party transactions | Related party transactions FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2023 and December 31, 2022: September 30, 2023 Schedule of Fair Value of Liabilities Measured on Recurring Basis Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 394,757 $ - $ - $ 394,757 Warrant derivative liabilities $ - $ - $ - $ - Total $ 394,757 $ - $ - $ 394,757 December 31, 2022 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 451,119 $ - $ - $ 451,119 Warrant derivative liabilities $ - $ - $ - $ - Total $ 451,119 $ - $ - $ 451,119 The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 7). |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps: ● Identify the contract with the customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to the performance obligations in the contract; and ● Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed. In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Schedule of Revenue by Major Customers by Reporting Segments Revenue Breakdown by Streams 2023 2022 Three months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 505,352 $ 386,339 Service: Currency Processing $ 585,888 $ 509,327 Service: Compliance $ 14,705 $ 16,787 Total $ 1,105,945 $ 912,453 Revenue Breakdown by Streams 2023 2022 Nine months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 1,429,758 $ 1,175,417 Service: Currency Processing $ 1,755,196 $ 1,696,898 Service: Compliance $ 34,558 $ 25,205 Total $ 3,219,512 $ 2,897,520 |
Advertising costs | Advertising costs The Company expenses all costs of advertising as incurred. Advertising expense for the three and nine months ended September 30, 2023 and September 30, 2022 amounted to $ 0 0 4,704 0 |
General and administrative expenses | General and administrative expenses The significant components of general and administrative expenses consist mainly of rent and compensation. |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized. |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit of the Company’s clients. |
Basic and Diluted Earnings per share | Basic and Diluted Earnings per share Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three and nine months ended September 30, 2023 all common stock equivalents of 9,223,916 and 9,223,916 , respectively were included in the calculation of diluted income per share as their effect would be dilutive. |
Dividends | Dividends The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception. |
Income Taxes | Income Taxes The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. |
Recent Pronouncements | Recent Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. |
Accounting policies and proce_3
Accounting policies and procedures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Automotive Vehicles 5 Furniture and Equipment 5 Buildings and Improvements the lesser of the life of the lease or the estimated useful life of the lease |
Schedule of Fair Value of Liabilities Measured on Recurring Basis | The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2023 and December 31, 2022: September 30, 2023 Schedule of Fair Value of Liabilities Measured on Recurring Basis Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 394,757 $ - $ - $ 394,757 Warrant derivative liabilities $ - $ - $ - $ - Total $ 394,757 $ - $ - $ 394,757 December 31, 2022 Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 451,119 $ - $ - $ 451,119 Warrant derivative liabilities $ - $ - $ - $ - Total $ 451,119 $ - $ - $ 451,119 |
Schedule of Revenue by Major Customers by Reporting Segments | In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed. Schedule of Revenue by Major Customers by Reporting Segments Revenue Breakdown by Streams 2023 2022 Three months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 505,352 $ 386,339 Service: Currency Processing $ 585,888 $ 509,327 Service: Compliance $ 14,705 $ 16,787 Total $ 1,105,945 $ 912,453 Revenue Breakdown by Streams 2023 2022 Nine months ended September 30, Revenue Breakdown by Streams 2023 2022 Service: Transportation $ 1,429,758 $ 1,175,417 Service: Currency Processing $ 1,755,196 $ 1,696,898 Service: Compliance $ 34,558 $ 25,205 Total $ 3,219,512 $ 2,897,520 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Schedule of Future Minimum Lease Payments Future minimum lease payments as September 30, 2023 2023 $ 23,344 2024 19,706 Total minimum lease payments $ 43,050 |
Schedule of Operating Leases | Supplemental balance sheet information related to leases is as follows: September 30, 2023 Schedule of Operating Leases Operating Leases Classification September 30, 2023 Right-of-use assets Operating right of use assets $ 621,300 Total $ 621,300 Current lease liabilities Current operating lease liabilities $ 156,498 Non-current lease liabilities Long-term operating lease liabilities $ 494,215 Total $ 650,713 Operating Leases Classification December 31, 2022 Right-of-use assets Operating right of use assets $ 408,616 Total $ 408,616 Current lease liabilities Current operating lease liabilities $ 112,250 Non-current lease liabilities Long-term operating lease liabilities $ 328,116 Total $ 440,366 |
Summary of Operating Lease Liabilities | Lease term and discount rate were as follows: Summary of Operating Lease Liabilities September 30, 2023 Weighted average remaining lease term (years) 45.50 Weighted average discount rate 12 % Lease term and discount rate were as follows: December 31, 2022 Weighted average remaining lease term (years) 2.50 Weighted average discount rate 12 % |
Summary of Lease Expenses | The following summarizes lease expenses for the nine months ended September 30, 2023: Finance lease expenses: Summary of Lease Expenses Depreciation/amortization expense $ 99,978 Interest on lease liabilities 48,010 Finance lease expense $ 147,988 The following summarizes lease expenses for the year ended December 31, 2022: Finance lease expenses: Depreciation/amortization expense $ 121,095 Interest on lease liabilities 6,673 Finance lease expense $ 127,768 |
Schedule of Cash Flow Information Related to Lease | Supplemental disclosures of cash flow information related to leases were as follows: Schedule of Cash Flow Information Related to Lease September 2023 Cash paid for operating lease liabilities $ 102,085 Supplemental disclosures of cash flow information related to leases were as follows: December 31, 2022 Cash paid for operating lease liabilities $ 125,266 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows as of September 30, 2023: Schedule of Maturities of Lease Liabilities Operating Leases 2023 $ 54,153 2024 $ 218,833 2025 $ 224,230 2026 $ 193,112 2027 $ 88,179 2028 $ 39,197 Total $ 817,704 Less: Imputed interest $ (166,991 ) Present value of lease liabilities $ 650,713 |
Notes payable _ related parti_2
Notes payable – related parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Debt Maturity | Schedule of Related Debt Maturity Date Amount March 31, 2022 $ 12,500 April 30, 2022 $ 12,500 May 31, 2022 $ 12,500 June 30, 2022 $ 12,500 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value | The change in the fair value of derivative liabilities is as follows: Schedule of Derivative Liabilities at Fair Value Balance – December 31, 2021 $ 712,784 Settlement of derivatives upon conversion $ (442,389 ) Change in fair value of the derivative $ 180,724 Balance – December 31, 2022 $ 451,119 Settlement of derivatives upon conversion $ (76,682 ) Gain on change in fair value of the derivative $ 20,320 Balance – September 30, 2023 $ 394,757 |
Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used | The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used Nine Months ended September 30, 2023 Year ended December 31, 2022 Expected term 0.25 1.01 0.25 1.09 Expected average volatility 276.07 373.79 % 229.64 260.80 % Expected dividend yield - - Risk-free interest rate 5.49 5.55 % 4.12 4.76 % |
Options and warrants (Tables)
Options and warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Options And Warrants | |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity for the nine months ended September 30, 2023: Summary of Stock Option Activity Number Of Weighted-Average Exercise Price Outstanding at December 31, 2022 3,022,000 $ - Granted 350,000 $ 0.21 Expired - $ - Cancelled (45,000 ) $ 0.21 Outstanding at September 30, 2023 3,327,000 $ 0.21 Options exercisable at September 30, 2023 1,713,500 $ 0.21 |
Schedule of Stock Options Outstanding and Exercisable Exercise Price Range | The following tables summarize information about stock options outstanding and exercisable at September 30, 2023: Schedule of Stock Options Outstanding and Exercisable Exercise Price Range OPTIONS OUTSTANDING AND EXERCISABLE AT SEPTEMBER 30, 2023 Range of Number of Weighted- Weighted- Number Weighted- $ 0.21 3,327,000 3.75 $ 0.21 1,713,500 $ 0.21 |
History and organization of t_2
History and organization of the company (Details Narrative) - $ / shares | Jul. 06, 2021 | May 06, 2014 | Sep. 30, 2023 | Dec. 31, 2022 | May 05, 2014 | Sep. 11, 2006 |
Common stock, shares authorized | 14,000,000 | 1,400,000,000 | 14,000,000 | 14,000,000 | 100,000,000 | |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Equity stock split forward | On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100. As a result, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock | On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. | ||||
Reverse stock split | 1-for-100 | |||||
Maximum [Member] | ||||||
Common stock, shares authorized | 100,000,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Sep. 30, 2023 |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Useful Life, Shorter of Lease Term or Asset Utility [Member] |
Schedule of Fair Value of Liabi
Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | |||
Embedded conversion derivative liability | $ 394,757 | $ 451,119 | |
Warrant derivative liabilities | |||
Total | 394,757 | 451,119 | $ 712,784 |
Fair Value, Inputs, Level 1 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Embedded conversion derivative liability | |||
Warrant derivative liabilities | |||
Total | |||
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Embedded conversion derivative liability | |||
Warrant derivative liabilities | |||
Total | |||
Fair Value, Inputs, Level 3 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Embedded conversion derivative liability | 394,757 | 451,119 | |
Warrant derivative liabilities | |||
Total | $ 394,757 | $ 451,119 |
Schedule of Revenue by Major Cu
Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Total | $ 1,105,945 | $ 912,453 | $ 3,219,512 | $ 2,897,520 |
Transportation [Member] | ||||
Product Information [Line Items] | ||||
Total | 505,352 | 386,339 | 1,429,758 | 1,175,417 |
Currency Processing [Member] | ||||
Product Information [Line Items] | ||||
Total | 585,888 | 509,327 | 1,755,196 | 1,696,898 |
Compliance [Member] | ||||
Product Information [Line Items] | ||||
Total | $ 14,705 | $ 16,787 | $ 34,558 | $ 25,205 |
Accounting policies and proce_4
Accounting policies and procedures (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Cash, FDIC insured amount | $ 264,695 | $ 264,695 | |||
Cash equivalents | 0 | 0 | $ 0 | ||
Allowance for doubtful receivables | 0 | 0 | $ 0 | ||
Depreciation | 26,960 | $ 38,767 | 95,372 | $ 96,034 | |
Advertising expenses | $ 0 | $ 0 | $ 4,704 | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,223,916 | 9,223,916 | |||
One Major Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk, percentage | 10% | 21% | |||
One Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration credit risk, percentage | 17% | 10% | |||
Vehicles [Member] | |||||
Product Information [Line Items] | |||||
Sale of vehicle | $ 1,000 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 23,344 |
2024 | 19,706 |
Total minimum lease payments | $ 43,050 |
Schedule of Operating Leases (D
Schedule of Operating Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating right of use asset lease | $ 621,300 | $ 408,616 |
Total | 621,300 | 408,616 |
Current lease liabilities | 156,498 | 112,250 |
Non-current lease liabilities | 494,215 | 328,116 |
Total | $ 650,713 | $ 440,366 |
Summary of Operating Lease Liab
Summary of Operating Lease Liabilities (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted average remaining lease term (years) | 45 years 6 months | 2 years 6 months |
Weighted average discount rate | 12% | 12% |
Summary of Lease Expenses (Deta
Summary of Lease Expenses (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Depreciation/amortization expense | $ 99,978 | $ 121,095 |
Interest on lease liabilities | 48,010 | 6,673 |
Finance lease expense | $ 147,988 | $ 127,768 |
Schedule of Cash Flow Informati
Schedule of Cash Flow Information Related to Lease (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for operating lease liabilities | $ 102,085 | $ 125,266 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 | $ 54,153 | |
2024 | 218,833 | |
2025 | 224,230 | |
2026 | 193,112 | |
2027 | 88,179 | |
2028 | 39,197 | |
Total | 817,704 | |
Less: Imputed interest | (166,991) | |
Present value of lease liabilities | $ 650,713 | $ 440,366 |
Commitments and contingencies_2
Commitments and contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 14, 2023 | Jun. 17, 2022 | Jun. 02, 2021 | Mar. 01, 2019 | Jan. 22, 2019 | May 29, 2018 | Oct. 27, 2016 | Jun. 14, 2016 | Apr. 14, 2016 | Nov. 06, 2015 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||||||||||
Accounts payable | $ 34,346 | $ 34,346 | |||||||||||
Operating lease, payments | 102,085 | 125,266 | |||||||||||
Operating right of use asset lease | 621,300 | 408,616 | |||||||||||
Total | 621,300 | 408,616 | |||||||||||
Current lease liabilities | 156,498 | 112,250 | |||||||||||
Non-current lease liabilities | 494,215 | 328,116 | |||||||||||
Total | $ 650,713 | $ 440,366 | |||||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Extention of lease term, description | The lease agreement gives the Company the option to renew it for two additional 5 year terms | ||||||||||||
Right of use asset and operating lease liability | $ 1,082,241 | ||||||||||||
Incremental borrowing rate | 12% | ||||||||||||
Vehicle [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Operating lease, payments | $ 69,255 | $ 56,733 | $ 64,354 | ||||||||||
Operating lease down payment | 2,882 | 3,510 | 30,000 | ||||||||||
Lease payment including sales tax | $ 2,338 | $ 2,765.19 | $ 1,129.76 | ||||||||||
Operating lease description | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets | ||||||||||
Building [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Repayments of debt | $ 677,681 | ||||||||||||
Extention of lease term, description | The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four-year periods. | The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods | the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years | ||||||||||
Operating leases, rent expense, net | $ 6,379 | $ 3,200 | $ 3,880 | $ 10,000 | |||||||||
Rent increase annually, percentage | 4% | 2% | 2% | ||||||||||
Lease requires rental paid as deposit | $ 3,200 | $ 4,369 | $ 30,000 | ||||||||||
Operating lease term | 63 months | ||||||||||||
Operating lease cancellation fee | $ 35,760 | ||||||||||||
Gain on termination of lease | $ 8,800 | ||||||||||||
Capital lease obligations current | $ 312,432 | ||||||||||||
Building [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Operating lease term | 63 months | ||||||||||||
Building [Member] | Maximum [Member] | 28 Through 63 Months [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Operating leases, rent expense, net | $ 3,400 | ||||||||||||
Building [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Operating lease term | 28 months | ||||||||||||
Building [Member] | Five Year Lease Period [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Operating leases, rent expense, net | $ 6,379.20 | ||||||||||||
Rent increase annually, percentage | 4% | ||||||||||||
Lessee operaing lease renewed and extended term | The lease was renewed and extended for an additional five year period | ||||||||||||
Daniel Sullivan [Member] | Mile High Real Estate Group [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Utilities for operating and building remodeling amount | $ 98,150 | ||||||||||||
Daniel Sullivan [Member] | Independent Contractor Agreement [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Claim for unpaid wages | 8,055 | ||||||||||||
Unreimbursed compensation | $ 154,409 | ||||||||||||
Unrelated Third Party [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Consultant fee | $ 75,000 | $ 75,000 | |||||||||||
Number of restricted common stock issue | 1,500,000 | ||||||||||||
Unrelated Third Party [Member] | Building [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Proceeds from sale of buildings | $ 1,400,000 |
Notes payable (Details Narrativ
Notes payable (Details Narrative) - USD ($) | 12 Months Ended | |||||||
May 28, 2021 | Mar. 21, 2018 | Oct. 18, 2017 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2022 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | ||||||||
Debt instrument interest rate | 7.50% | |||||||
Convertible Notes Payable [Member] | Settlement And Release Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Repayment of debt | $ 200,000 | |||||||
Interest expense | 400,000 | |||||||
Addditional interest expense | $ 250,000 | |||||||
Convertible Notes Payable [Member] | Settlement And Release Agreement [Member] | 30th Day After Signing [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Repayment of debt | $ 100,000 | |||||||
Unrelated Third Party [Member] | Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt principal amount | $ 150,000 | |||||||
Unamortized discount | $ 15,250 | |||||||
Debt instrument interest rate | 10% | |||||||
Debt instrument interest rate during period | 24% | |||||||
Maturity date | Jul. 16, 2018 | May 11, 2019 | ||||||
Debt instrument convertible terms of conversion feature | The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business | |||||||
Repayment of debt | $ 150,000 | |||||||
Extension fees | $ 75,000 | |||||||
Amortization of debt discount | 134,750 | |||||||
Interest Payable | $ 39,478 | |||||||
Debt converted into shares of common stock | 2,178,825 | |||||||
Loss on debt instrument | $ 61,624 | |||||||
Notes payable | $ 0 | $ 150,000 | ||||||
Unrelated Third Party [Member] | Convertible Notes Payable Three [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt principal amount | $ 45,000 | |||||||
Debt instrument interest rate | 12% | |||||||
Debt instrument interest rate during period | 15% | |||||||
Maturity date | Mar. 21, 2019 | |||||||
Debt instrument convertible terms of conversion feature | The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business | |||||||
Amortization of debt discount | $ 40,500 | |||||||
Debt instrument fee amount | 4,500 | |||||||
Amortization | $ 3,514 |
Schedule of Related Debt Maturi
Schedule of Related Debt Maturity (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
March 31, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Maturity date | Mar. 31, 2022 |
Notes payable | $ 12,500 |
April 30, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Maturity date | Apr. 30, 2022 |
Notes payable | $ 12,500 |
May 31, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Maturity date | May 31, 2022 |
Notes payable | $ 12,500 |
June 30, 2022 [Member] | |
Short-Term Debt [Line Items] | |
Maturity date | Jun. 30, 2022 |
Notes payable | $ 12,500 |
Notes payable _ related parti_3
Notes payable – related parties (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2022 | Mar. 03, 2022 | Mar. 07, 2017 | Oct. 14, 2016 | Sep. 01, 2016 | Dec. 31, 2014 | Jul. 31, 2014 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2015 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||
Debt interest rate | 7.50% | |||||||||||
Payments of related party | $ 137,500 | $ 137,500 | $ 64,392 | $ 338,570 | ||||||||
Debt instrument periodic payment principal | $ 12,500 | |||||||||||
Accrued interest debt forgive | $ 250,000 | |||||||||||
Default rate percentage | 12% | |||||||||||
Convertible Promissory Note [Member] | Hypur Ventures, L.P., [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | 75,000 | $ 75,000 | ||||||||||
Proceeds from related party debt | $ 75,000 | |||||||||||
Convertible Promissory Note One [Member] | Hypur Ventures, L.P., [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | 100,000 | 100,000 | ||||||||||
Debt interest rate | 10% | 10% | ||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||
Debt instrument due, description | The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at September 30, 2023, and December 31, 2022 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of September 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice | |||||||||||
Conversion price per share | $ 0.05 | $ 0.05 | ||||||||||
Debt default interest rate | 15% | 15% | ||||||||||
Debt instrument interest rate | 150% | 150% | ||||||||||
Convertible Promissory Note One [Member] | Hypur Ventures, L.P., [Member] | Ten-Day Period [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price per share | $ 0.50 | $ 0.50 | ||||||||||
Former Officer and Shareholder [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | $ 98,150 | 98,150 | ||||||||||
Proceeds from related party debt | $ 98,150 | |||||||||||
Mkm Capital Advisors [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | $ 128,600 | |||||||||||
Notes payable interest | 70,088 | |||||||||||
Forgive accrued interest | 70,088 | |||||||||||
Debt interest rate | 5% | |||||||||||
Payments of related party | $ 10,947 | |||||||||||
Accrued interest | 0 | 0 | ||||||||||
Notes payable | 86,979 | |||||||||||
CGDK LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | 1,185,217 | |||||||||||
Notes payable interest | 452,246 | |||||||||||
Forgive accrued interest | $ 452,246 | |||||||||||
Debt interest rate | 5% | |||||||||||
Payments of related party | 152,293 | |||||||||||
Notes payable | 750,278 | 902,574 | ||||||||||
Debt instrument maturity date | Dec. 31, 2026 | |||||||||||
Related Party Loan Two [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | 54,621 | 54,621 | ||||||||||
Cash and expenses, related party | $ 180,121 | |||||||||||
Repayment of debt | $ 125,500 | |||||||||||
Hypur Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable interest | $ 688,500 | |||||||||||
Payments of related party | 64,393 | |||||||||||
Hypur Inc [Member] | Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties | 264,863 | 329,256 | ||||||||||
Hypur Inc [Member] | Related Party [Member] | Convertible Notes Payable [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties | 250,000 | |||||||||||
Related Party Loan One [Member] | Hypur Ventures, L.P., [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt principal amount | $ 100,000 | $ 100,000 | ||||||||||
Debt interest rate | 10% | |||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||
Conversion price per share | $ 0.05 | |||||||||||
Debt default interest rate | 15% | |||||||||||
Debt instrument interest rate | 150% | |||||||||||
Related Party Loan One [Member] | Hypur Ventures, L.P., [Member] | Ten-Day Period [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price per share | $ 0.50 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning, balance shares | $ 451,119 | $ 712,784 |
Settlement of derivatives upon conversion | (76,682) | (442,389) |
Gain on change in fair value of the derivative | 20,320 | 180,724 |
Ending, balance shares | $ 394,757 | $ 451,119 |
Schedule of Derivative Instrume
Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, percentages | ||
Minimum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, term | 3 months | 3 months |
Minimum [Member] | Measurement Input, Option Volatility [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, percentages | 276.07 | 229.64 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, percentages | 5.49 | 4.12 |
Maximum [Member] | Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, term | 1 year 3 days | 1 year 1 month 2 days |
Maximum [Member] | Measurement Input, Option Volatility [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, percentages | 373.79 | 260.80 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Fair value assumptions, measurement input, percentages | 5.55 | 4.76 |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||
Jul. 06, 2021 | Jul. 06, 2021 | May 03, 2016 | May 06, 2014 | Oct. 31, 2022 | Aug. 31, 2016 | Dec. 31, 2022 | Sep. 30, 2023 | May 05, 2014 | Sep. 11, 2006 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock, shares authorized | 14,000,000 | 14,000,000 | 1,400,000,000 | 14,000,000 | 14,000,000 | 100,000,000 | ||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Stockholders' equity note, stock split | On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100. As a result, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock | On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. | ||||||||
Crown Bridge Partners, LLC [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Debt conversion shares | 25,000 | 260,000 | ||||||||
Debt conversion amount | $ 4,750 | |||||||||
Debt conversion price per share | $ 0.19 | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Rounding from reverse stock split, shares | 1,570 | |||||||||
Preferred Stock [Member] | Hypur Ventures, L.P., [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Issuance of common stock, shares | 10,000,000 | 10,000,000 | ||||||||
Issuance of common stock warrants | 5,000,000 | 5,000,000 | ||||||||
Warrants exercise price per shares | $ 0.10 | $ 0.10 | ||||||||
Purchase price per share | $ 0.05 | $ 0.05 | ||||||||
Proceeds from issuance of warrants | $ 500,000 | $ 445,000 | ||||||||
Conversion of beneficial features, intrinsic value | $ 114,229 | $ 0 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||
Legal Fees | $ 55,000 | |||||||||
Debt conversion trading conversion price per shares | $ 0.50 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Options And Warrants | |
Number of Options, Outstanding, Beginning | shares | 3,022,000 |
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares | |
Number of Options, Granted | shares | 350,000 |
Weighted-Average Exercise Price, Granted | $ / shares | $ 0.21 |
Number of Options, Expired | shares | |
Weighted-Average Exercise Price, Expired | $ / shares | |
Number of Options, Cancelled | shares | (45,000) |
Weighted-Average Exercise Price, Cancelled | $ / shares | $ 0.21 |
Number of Options, Outstanding, Ending | shares | 3,327,000 |
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares | $ 0.21 |
Number of Options, Exercisable, Ending | shares | 1,713,500 |
Weighted-Average Exercise Price, Exercisable, Ending | $ / shares | $ 0.21 |
Schedule of Stock Options Outst
Schedule of Stock Options Outstanding and Exercisable Exercise Price Range (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Options And Warrants | |
Range of Exercise Prices | $ 0.21 |
Number of Options Outstanding | shares | 3,327,000 |
Weighted-Average Remaining Contractual Life in Years | 3 years 9 months |
Weighted- Average Exercise Price | $ 0.21 |
Number Exercisable | shares | 1,713,500 |
Weighted- Average Exercise Price | $ 0.21 |
Options and warrants (Details N
Options and warrants (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Options And Warrants | ||
Stock-based compensation expense | $ 14,431 | $ 37,590 |