Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | C-BOND SYSTEMS, INC. | ||
Entity Central Index Key | 0001421636 | ||
Entity File Number | 000-53029 | ||
Entity Tax Identification Number | 26-1315585 | ||
Entity Incorporation, State or Country Code | CO | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 1,273,202 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 2029 Pat Booker Rd | ||
Entity Address, City or Town | San Antonio | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78148 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (210) | ||
Local Phone Number | 490-3977 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | N/A | ||
No Trading Symbol Flag | true | ||
Security Exchange Name | NONE | ||
Entity Common Stock, Shares Outstanding | 539,122,586 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | SALBERG & COMPANY, P.A. |
Auditor Firm ID | 106 |
Auditor Location | Boca Raton, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 736,461 | $ 97,091 |
Accounts receivable, net | 424,091 | 269,442 |
Inventory | 181,663 | 77,446 |
Prepaid expenses and other current assets | 28,503 | 71,171 |
Contract assets | 2,400 | 279 |
Total Current Assets | 1,373,118 | 515,429 |
OTHER ASSETS: | ||
Property and equipment, net | 171,606 | 96,306 |
Right of use asset, net | 158,484 | 375,412 |
Intangible asset, net | 229,414 | 279,918 |
Goodwill | 350,491 | 350,491 |
Security deposit | 6,482 | |
Total Other Assets | 909,995 | 1,108,609 |
TOTAL ASSETS | 2,283,113 | 1,624,038 |
CURRENT LIABILITIES: | ||
Convertible note payable, net of discount - current portion | 180,000 | 1,031,250 |
Notes payable, net of discount - current portion | 81,908 | 1,576,438 |
Accounts payable | 710,222 | 779,765 |
Accrued expenses | 474,515 | 736,393 |
Accrued compensation | 717,204 | 590,632 |
Contract liabilities | 500,720 | 22,637 |
Lease liabilities, current portion | 60,503 | 117,671 |
Total Current Liabilities | 2,725,072 | 4,864,813 |
LONG-TERM LIABILITIES: | ||
Convertible notes payable, net of current portion | 918,091 | 251,263 |
Notes payable, net of current portion and discount | 42,109 | 208,804 |
Lease liabilities, net of current portion | 97,249 | 258,895 |
Total Long-term Liabilities | 1,057,449 | 968,962 |
Total Liabilities | 3,782,521 | 5,833,775 |
Commitments and Contingencies (See Note 10) | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock: $0.10 par value, 2,000,000 shares authorized; 100,000 Series B and 100,000 Series C designated, none issued and outstanding | ||
Common stock: $0.001 par value, 4,998,000,000 shares authorized; 532,818,051 and 350,270,172 issued and outstanding at December 31, 2023 and 2022, respectively | 532,818 | 350,270 |
Additional paid-in capital | 55,852,477 | 55,141,503 |
Accumulated deficit | (60,851,714) | (62,693,184) |
Total C-Bond Systems, Inc. shareholders' deficit | (4,466,419) | (7,201,411) |
Noncontrolling interest | 141,884 | 150,742 |
Total Shareholders' Deficit | (4,324,535) | (7,050,669) |
Total Liabilities and Shareholders' Deficit | 2,283,113 | 1,624,038 |
Series B Convertible Preferred Stock | ||
LONG-TERM LIABILITIES: | ||
Convertible preferred stock value | 1,203,967 | 1,037,201 |
Series C Convertible Preferred Stock | ||
LONG-TERM LIABILITIES: | ||
Convertible preferred stock value | 1,621,160 | 1,803,731 |
Related Party | ||
CURRENT LIABILITIES: | ||
Accrued interest payable - related party | 10,027 | |
LONG-TERM LIABILITIES: | ||
Note payable - related party | $ 250,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.1 | $ 0.1 |
Preferred stock, shares designated | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock , par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock , shares authorized | 4,998,000,000 | 4,998,000,000 |
Common stock , shares issued | 532,818,051 | 350,270,172 |
Common stock , shares outstanding | 532,818,051 | 350,270,172 |
Series B Convertible Preferred Stock | ||
convertible preferred stock, par value (in Dollars per share) | $ 0.1 | $ 0.1 |
convertible preferred stock, shares designated | 100,000 | 100,000 |
convertible preferred stock, shares issued | 1,144 | 1,000 |
convertible preferred stock, shares outstanding | 1,144 | 1,000 |
Share redemption and liquidation value (in Dollars) | $ 1,203,967 | |
Series C Convertible Preferred Stock | ||
convertible preferred stock, par value (in Dollars per share) | $ 0.1 | $ 0.1 |
convertible preferred stock, shares designated | 100,000 | 100,000 |
convertible preferred stock, shares issued | 15,150 | 17,290 |
convertible preferred stock, shares outstanding | 15,150 | 17,290 |
Share redemption and liquidation value (in Dollars) | $ 2,431,740 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
SALES: | $ 2,488,493 | $ 2,232,646 |
COST OF SALES (excluding depreciation expense) | 1,180,979 | 954,402 |
GROSS PROFIT | 1,307,514 | 1,278,244 |
OPERATING EXPENSES: | ||
Compensation and related benefits (including stock-based compensation of $42,183 and $1,039,943 for the years ended December 31, 2023, and 2022, respectively) | (2,036,514) | (2,844,783) |
Professional fees | (601,214) | (815,542) |
General and administrative expenses | (666,090) | (810,413) |
Total Operating Expenses | (3,303,818) | (4,470,738) |
OTHER OPERATING INCOME: | ||
Gain on sale of product line | 4,051,709 | |
INCOME (LOSS) FROM OPERATIONS | 2,055,405 | (3,192,494) |
OTHER INCOME (EXPENSES): | ||
Gain (loss) on debt extinguishment, net | 481,832 | (343,895) |
Interest expense | (469,767) | (1,610,062) |
Interest expense - related party | (5,663) | (10,027) |
Settlement expense | (175,000) | |
Total Other Expenses, net | (168,598) | (1,963,984) |
NET INCOME (LOSS) | 1,886,807 | (5,156,478) |
Net loss of subsidiary attributable to noncontrolling interest | 8,858 | 38,513 |
Preferred stock dividend | (54,195) | (60,090) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 1,841,470 | $ (5,178,055) |
NET INCOME (LOSS) PER COMMON SHARE: | ||
Basic (in Dollars per share) | $ 0 | $ (0.02) |
Diluted (in Dollars per share) | $ 0 | $ (0.02) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic (in Shares) | 490,113,378 | 308,121,062 |
Diluted (in Shares) | 2,524,605,528 | 308,121,062 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Stock-based compensation | $ 42,183 | $ 1,039,943 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance at Dec. 31, 2021 | $ 282,217 | $ 53,064,616 | $ (57,515,129) | $ 189,255 | $ (3,979,041) |
Beginning Balance (in Shares) at Dec. 31, 2021 | 282,216,632 | ||||
Common stock issued for accounts payable | $ 90 | 2,084 | 2,174 | ||
Common stock issued for accounts payable (in Shares) | 90,859 | ||||
Common stock issued for compensation | $ 3,500 | 10,750 | 14,250 | ||
Common stock issued for compensation (in Shares) | 3,500,000 | ||||
Common stock issued for professional fees | $ 17,954 | 199,296 | 217,250 | ||
Common stock issued for professional fees (in Shares) | 17,954,545 | ||||
Common stock issued for conversion of Series C preferred stock | $ 21,263 | 117,737 | 139,000 | ||
Common stock issued for conversion of Series C preferred stock (in Shares) | 21,262,973 | ||||
Common stock issued in connection with debt | $ 10,246 | 100,385 | 110,631 | ||
Common stock issued in connection with debt (in Shares) | 10,245,163 | ||||
Common stock issued as inducement to extend note payable | $ 15,000 | 97,500 | 112,500 | ||
Common stock issued as inducement to extend note payable (in Shares) | 15,000,000 | ||||
Preferred stock dividends and deemed dividend | 4,435 | (60,090) | (55,655) | ||
Accretion of stock-based compensation | 68,137 | 68,137 | |||
Relative fair value of warrants issued in connection with debt | 325,785 | 325,785 | |||
Beneficial conversion charge for issuance of Series B preferred shares for accrued compensation recorded as stock-based compensation | 957,556 | 957,556 | |||
Beneficial conversion feature on convertible debt | 354,215 | 354,215 | |||
Beneficial conversion feature buyback related to debt extinguishment | (160,993) | (160,993) | |||
Net loss (income) | (5,117,965) | (38,513) | (5,156,478) | ||
Ending Balance at Dec. 31, 2022 | $ 350,270 | 55,141,503 | (62,693,184) | 150,742 | (7,050,669) |
Ending Balance (in Shares) at Dec. 31, 2022 | 350,270,172 | ||||
Common stock issued for cash and accrued compensation | $ 54,545 | 245,455 | 300,000 | ||
Common stock issued for cash and accrued compensation (in Shares) | 54,545,455 | ||||
Common stock issued for compensation | $ 2,500 | 23,500 | 26,000 | ||
Common stock issued for compensation (in Shares) | 2,500,000 | ||||
Common stock issued for professional fees | $ 14,167 | 69,783 | 83,950 | ||
Common stock issued for professional fees (in Shares) | 14,166,667 | ||||
Common stock issued for accrued compensation | $ 9,636 | 43,364 | 53,000 | ||
Common stock issued for accrued compensation (in Shares) | 9,636,364 | ||||
Common stock issued for conversion of Series C preferred stock | $ 58,328 | 155,672 | 214,000 | ||
Common stock issued for conversion of Series C preferred stock (in Shares) | 58,327,912 | ||||
Common stock issued for conversion of debt, accrued interest and fees | $ 43,372 | 157,017 | 200,389 | ||
Common stock issued for conversion of debt, accrued interest and fees (in Shares) | 43,371,481 | ||||
Preferred stock dividends and deemed dividend | (54,195) | (54,195) | |||
Accretion of stock-based compensation | 16,183 | 16,183 | |||
Net loss (income) | 1,895,665 | (8,858) | 1,886,807 | ||
Ending Balance at Dec. 31, 2023 | $ 532,818 | $ 55,852,477 | $ (60,851,714) | $ 141,884 | $ (4,324,535) |
Ending Balance (in Shares) at Dec. 31, 2023 | 532,818,051 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,886,807 | $ (5,156,478) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization expense | 88,859 | 89,219 |
Amortization of debt discount to interest expense | 96,258 | 1,059,752 |
Interest expense for put premium on convertible notes | 29,212 | 90,731 |
Default penalty included in interest expense | 206,250 | |
Non-cash interest expense from fees on debt conversion | 2,250 | |
Stock-based compensation | 42,183 | 1,039,943 |
Stock-based professional fees | 121,950 | 298,571 |
Bad debt expense | 21,296 | 7,716 |
Gain on sale of property and equipment | (9,000) | (5,500) |
Non-cash (gain) loss on debt extinguishment and inducement expense | (481,832) | 343,895 |
Gain from sale of Nanoshield product line | (4,051,709) | |
Lease costs | (72) | 1,080 |
Change in operating assets and liabilities: | ||
Accounts receivable | (175,945) | (100,160) |
Inventory | (113,712) | 5,485 |
Prepaid expenses and other assets | 3,376 | (746) |
Contract assets | (2,121) | 82,526 |
Accounts payable | (69,543) | (49,709) |
Accrued expenses | 183,647 | 299,660 |
Accrued interest - related party | (10,027) | 10,027 |
Accrued compensation | 357,822 | 180,609 |
Contract liabilities | 478,083 | 12,211 |
NET CASH USED IN OPERATING ACTIVITIES | (1,602,218) | (1,584,918) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (114,770) | |
Proceeds from the sale of property and equipment | 9,000 | 5,500 |
Proceeds from the sale of Nanoshield product line | 4,042,631 | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 3,936,861 | 5,500 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 275,000 | |
Proceeds from note payable - related party | 250,000 | |
Repayment of note payable - related party | (250,000) | |
Proceeds from notes payable | 291,621 | 903,760 |
Repayment of notes payable | (1,824,144) | (157,149) |
Proceeds from convertible notes payable | 50,000 | 160,000 |
Repayment of convertible notes payable | (237,750) | |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (1,695,273) | 1,156,611 |
NET INCREASE (DECREASE) IN CASH | 639,370 | (422,807) |
CASH, beginning of year | 97,091 | 519,898 |
CASH, end of year | 736,461 | 97,091 |
Cash paid for: | ||
Interest | 319,085 | 479,509 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued as prepaid for services | 83,950 | 217,250 |
Common stock issued for accrued compensation | 78,000 | |
Series B preferred stock issued for accrued compensation | 144,000 | 278,654 |
Preferred stock dividend accrued | 54,195 | 55,655 |
Reclassfication of accrued interest payable to convertible note payable | 81,841 | |
Increase in debt discount and paid-in capital for shares issued with convertible debt | 110,631 | |
Increase in debt discount and paid-in capital for warrants and beneficial conversion features | 680,000 | |
Common stock issued for accounts payable | 2,174 | |
Conversion of series C preferred stock to common stock | 214,000 | 139,000 |
Conversion of notes payable and accrued interest to common stock | 198,139 | |
Increase in right of use and lease liability | $ 184,375 |
Nature of Organization
Nature of Organization | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Organization [Abstract] | |
NATURE OF ORGANIZATION | NOTE 1 – NATURE OF ORGANIZATION Nature of Organization C-Bond Systems, Inc., together with its subsidiaries (the “Company”), is a materials development company and sole owner and developer of the patented C-Bond technology. The Company is engaged in the implementation of proprietary nanotechnology applications and processes to enhance properties of strength, functionality, and sustainability of brittle material systems. The Company’s primary focus is in the multi-billion-dollar glass and window film industry with target markets in the United States and internationally. During the years ended December 31, 2023 and 2022, the Company operated in two segments: C-Bond Transportation Solutions and Patriot Glass Solutions. C-Bond Transportation Solutions sold a windshield strengthening, water repellent solution called C-Bond nanoShield™ through May 8, 2023, the date that the nanoShield product line and related technologies were sold (see Note 16). Patriot Glass Solutions sells multi-purpose glass strengthening primer and window film mounting solutions, including C-Bond BRS, a ballistic-resistant film system, and C-Bond Secure, a forced entry system. On June 30, 2021, the Company entered into a Share Exchange Agreement and Plan of Reorganization (the “Exchange Agreement”) with (i) Patriot Glass Solutions, LLC (formerly Mobile Tint LLC), a Texas limited liability company doing business as A1 Glass Coating (“Patriot Glass”), (ii) the sole member of Patriot Glass (the “Patriot Glass Shareholder”), and (iii) Michael Wanke as the Representative of the Patriot Glass Shareholder. Pursuant to the Exchange Agreement, the Company agreed to acquire 80% of Patriot Glass’s units, representing 80% of Mobile’s issued and outstanding capital stock (the “Patriot Glass Shares”). On July 22, 2021, the Company closed the Exchange Agreement and acquired 80% of the Patriot Glass Shares. The Patriot Glass Shares were exchanged for 28,021,016 restricted shares of the Company’s common stock in an amount equal to $800,000, divided by the average of the closing prices of the Company’s common stock during the 30-day period immediately prior to the closing. Initially, for two years after closing, the Company had the option to acquire the remaining 20% of Patriot Glass’s issued and outstanding membership interests in exchange for a number of shares of the Company’s common stock equal to 300% of Patriot Glass’s average EBIT value, divided by the price of the Company’s common stock as defined in the Exchange Agreement. On September 20, 2023, the Company and the Patriot Glass Shareholder entered into amendment #2 to the Exchange Agreement (the “Amended Exchange Agreement”). Pursuant to the Amended Exchange Agreement, the Company shall have the option (the “Option”), beginning on July 1, 2025 (the “Option Start Date”) and ending on 5:00 P.M. EST on the date that is thirty calendar days after the Option Start Date (the “Option Period”), to acquire the remaining 20% of Patriot Glass Units (the “Additional Units”), representing 20% of Patriot Glass’s issued and outstanding membership interests, collectively (the “Additional Closing”) (See Note 10). Patriot Glass provides quality window tint solutions for auto, home, and business owners across Texas, specializing in automotive window tinting, residential window film, and commercial window film that stop harmful UV rays from passing through its window films for reduced glare, comfortable temperatures, and lower energy bills. Patriot Glass also carries products that offer forced-entry protection and films that protect glass from scratches, graffiti, other types of vandalism, and even bullets, including C-Bond BRS and C-Bond Secure products. As part of the transaction, Patriot Glass’s owner-operator, Mr. Wanke, joined the Company as President of Patriot Glass. On November 29, 2023, the name of Mobile Tint LLC was changed to Patriot Glass Solutions, LLC.. On May 8, 2023, the Company entered into an Asset Purchase Agreement (“APA”) with Apex Protect GPS, LLC (the “Buyer”), whereby the Company sold its C-Bond nanoShield™ product line, including intangible assets, intellectual property, work in process, furniture, fixtures, equipment, inventory and other physical assets of the Company’s C-Bond nanoShield division (the “Assets”) to the Buyer. Accordingly, the Company assigned, transferred and delivered to the Buyer, free and clear of all liens, all of the Assets. Following the Closing, the Parties entered into an Assignment and Agreement to Re-Execute (“Assignment”) on June 15, 2023, by and among the Company (“Seller”); Apex Protect GPS, LLC, (“Assignor”) and CB Nanoshield, LLC, (“Assignee”), whereby the Assignor assigned all its right to the (i) APA; (ii) Bill of Sale (iii) IP Agreements; and (iv) and any memorandums, schedules and exhibits related to the foregoing to Assignee. The Seller and Assignee also entered into a Lease and Assignment and Assumption Agreement on June 15, 2023 (the “Assignment Agreement”), wherein the Seller assigned to Assignee, and Assignee took assignment from the Seller, of the lease for the premises located at 6035 South Loop East, Houston, Texas 77033 (the “Lease”) pursuant to the Assignment Agreement (See Note 16). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include the financial statements of its wholly owned subsidiary, C-Bond Systems, LLC, and its 80% owned subsidiary, Patriot Glass. All significant intercompany accounts and transactions have been eliminated in consolidation. Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had net income of $1,886,807 for the year ended December 31, 2023, which included a gain from the sale of the Company’s nanoShield product line of $4,051,709. Net cash used in operations was $1,602,218 for the year ended December 31, 2023. Additionally, as of December 31, 2023, the Company had an accumulated deficit, shareholders’ deficit, and working capital deficit of $60,851,714, $4,324,535 and $1,351,954, respectively. On May 8, 2023, the Company sold its nanoShield product line and received proceeds of $4,042,631. The proceeds were used to repay convertible notes payable, notes payable and related accrued interest. On December 31, 2023, the Company had cash of $736,461. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares and preferred shares, and from the issuance of promissory notes and convertible promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates during the years ended December 31, 2023 and 2022 include estimates for allowance for doubtful accounts on accounts receivable, the estimates for obsolete or slow moving inventory, estimates used in the calculation of progress towards completion on uncompleted jobs, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, the estimate of the fair value lease liability and related right of use asset, the valuation of redeemable and mandatorily redeemable preferred stock, the value of beneficial conversion features and deemed dividends, the valuation allowances for deferred tax assets, and the fair value of non-cash equity transactions. Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, contract assets and liabilities, notes payable, convertible note payable, accounts payable, accrued expenses, accrued compensation, and lease liabilities approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022. Accounts Receivable The Company recognizes an allowance for losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible. On January 1, 2023, the Company adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses. Inventory Inventory, consisting of raw materials and finished goods, are stated at the lower of cost and net realizable value utilizing the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales. Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from one to seven years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Any goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets may have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets are being amortized over a useful life of 5 years. Goodwill is not subject to amortization but is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. To test goodwill impairment, the Company first assesses qualitative factors to determine whether it is more likely than not Intangible assets determined to have finite lives are amortized over their estimated useful lives of 5 years. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. As of December 31, 2023 and 2022, the Company performed its annual goodwill impairment test for its one reporting unit. The results of the Company’s annual impairment test indicated that the fair value of the reporting unit exceeded its carrying value. Therefore, no impairment of goodwill or intangibles assets was recorded as of December 31, 2023 or 2022. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Warranty Liability The Company provides limited warranties on its products for product defects for periods ranging from 12 months to the life of the product. Warranty costs may include the cost of product replacement, refunds, labor costs and other costs. Allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product warranty claim rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets and amounted to $1,000 and $26,648 on December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, warranty costs were de minimis. Revenue Recognition The Company follows ASC Topic 606, Revenue from Contracts with Customers The Company sells its products which include standard warranties primarily to distributors and authorized dealers. Product sales are recognized at a point in time when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation. Revenues from contracts for the distribution and installation of window film solutions are recognized over time on the basis of the Company’s estimates of the progress towards completion of contracts using various output or input methods depending on the type of contract terms including (1) the ratio of number of labor hours spent compared to the number of estimated labor hours to complete a job, (2) using the milestone method, or (3) using a units completed method. These methods are used because management considers these to be the best available measure of progress on these contracts. We use the same method for similar types of contracts. The asset, “contract assets” represents revenues recognized in excess of amounts billed. The liability, “contract liabilities,” represents billings in excess of revenues recognized. Cost of Sales Cost of sales includes inventory costs, packaging costs and warranty expenses. Cost of revenues from fixed-price contracts for the distribution and installation of window film solutions include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. Shipping and Handling Costs Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses and amounted to $16,288 and $45,455 for the years ended December 31, 2023 and 2022, respectively. Shipping and handling costs charged to customers are included in sales. Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and includes costs such as labor, materials, and other allocated costs incurred. For the years ended December 31, 2023 and 2022, research and development costs incurred in the development of the Company’s products were $0. Advertising Costs The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the years ended December 31, 2023 and 2022, advertising costs charged to operations were $31,743 and $69,737, respectively and are included in general and administrative expenses on the accompanying consolidated statements of operations. These advertising expenses do not include cooperative advertising and sales incentives which shall been deducted from sales. Federal and State Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment Leases The Company accounts for leases in accordance with ASC 842. The lease standard requires certain leases to be reported on the consolidated balance sheets as right-of-use assets and lease liabilities. The Company elected the practical expedients permitted under the transition guidance of this standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company does not reassess whether any contracts entered into prior to adoption are leases or contain leases. The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company does not have any finance leases as of December 31, 2023 and 2022. The Company’s leases generally have terms that range from three to four years for property and equipment and five years for property. The Company elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. Loss Per Common Share ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of stock options and non-vested forfeitable shares (using the treasury stock method) and shares issuable upon conversion of preferred shares and convertible notes payable (using the as-if converted method). These common share equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net income (loss) per common share: Year Ended 2023 2022 Net income (loss) per common share - basic: Net income (loss) attributable to common shareholders $ 1,841,470 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Net income (loss) per common share – basic $ 0.00 $ (0.02 ) Net income (loss) per common share - diluted: Net income (loss) attributable to common shareholders - basic $ 1,841,470 $ (5,178,055 ) Add: preferred stock dividends 54,195 - Add: interest of convertible debt 186,536 - Numerator for income (loss) per common share – diluted $ 2,082,201 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Add: dilutive shares related to: Convertible debt 1,220,101,111 - Series B preferred 376,239,688 - Series C preferred 438,151,351 - Weighted average common shares outstanding – diluted 2,524,605,528 308,121,062 Net income (loss) per common share – diluted $ 0.00 $ (0.02 ) For the year ended December 31, 2022, all potentially dilutive common shares were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net losses. For the year ended December 31, 2023, stock options and warrants were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net income. As of December 31, 2023 and 2022, common share equivalents and potentially dilutive securities consisted of the following: December 31, 2023 2022 Stock options 8,445,698 8,445,698 Warrants 34,000,000 34,000,000 Series B preferred stock 335,772,090 164,635,079 Series C preferred stock 438,151,351 432,250,000 Convertible debt 1,220,101,111 962,679,774 Non-vested, forfeitable common shares - 16,970,120 2,036,470,250 1,618,980,671 Segment Reporting From January 1, 2022 to May 8, 2023, the Company operated in two reportable business segments which consisted of (1) the manufacture and sale of a windshield strengthening water repellent solution as well as disinfection products, and the sale of multi-purpose glass strengthening primer and window film mounting solutions, including ballistic-resistant film systems and a forced entry system, and (2) the distribution and installation of window film solutions. The Company’s reportable segments were strategic business units that offered different products and were managed separately based on the fundamental differences in their operations and locations. On May 8, 2023, the Company sold its C-Bond nanoShield™ product line and the remaining segment (1) as described above was combined into segment (2) and is now being managed together (see Note 16). Noncontrolling Interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ deficit on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations. Risk and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer and commercial demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the business, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s products and services. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE On December 31, 2023 and 2022, accounts receivable consisted of the following: December 31, December 31, Accounts receivable $ 459,414 $ 304,964 Less: allowance for doubtful accounts (35,323 ) (35,522 ) Accounts receivable, net $ 424,091 $ 269,442 For the years ended December 31, 2023 and 2022, bad debt expense amounted to $21,296 and $7,716, respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory [Abstract] | |
INVENTORY | NOTE 4 – INVENTORY On December 31, 2023 and 2022, inventory consisted of the following: December 31, December 31, Raw materials $ - $ 1,501 Finished goods 181,663 75,945 Total Inventory $ 181,663 $ 77,446 For the years ended December 31, 2023 and 2022, the Company did not record any allowance for slow moving inventory. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT On December 31, 2023 and 2022, property and equipment consisted of the following: Useful Life December 31, December 31, Machinery and equipment 5 – 7 years $ 73,411 $ 124,133 Furniture and office equipment 3 – 7 years 2,061 32,306 Vehicles 1 – 5 years 68,050 62,195 Leasehold improvements 3 – 5 years 110,645 45,296 254,167 263,930 Less: accumulated depreciation (82,561 ) (167,624 ) Property and equipment, net $ 171,606 $ 96,306 During the years ended December 31, 2023 and 2022, the Company sold vehicles and other equipment for proceeds of $9,000 and $5,500 and record a gain on sale of property and equipment of $9,000 and $5,500, respectively, which is included in general and administrative expenses on the accompanying consolidated statement of operations. Additionally, in connection with the Company’s sale of its C-Bond nanoShield product line (see Note 16), the Company sold property and equipment with a net book value of $1,115, which is included in gain from sale of product line on the accompanying statement of operations. For the years ended December 31, 2023 and 2022, depreciation expense is included in general and administrative expenses and amounted to $38,355 and $38,716, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Goodwill [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 6 – INTANGIBLE ASSETS AND GOODWILL On December 31, 2023 and 2022, intangible assets and goodwill, which were acquired from Patriot Glass in 2021, consisted of the following: Useful life December 31, December 31, Customer relations 5 years $ 212,516 $ 212,516 Non-compete 5 years 40,000 40,000 Trade name - 100,000 100,000 352,516 352,516 Less: accumulated amortization (123,102 ) (72,598 ) Intangible assets, net $ 229,414 $ 279,918 Useful life December 31, December 31, Goodwill - $ 350,491 $ 350,491 For the years ended December 31, 2023 and 2022, amortization expense of amortizable intangible assets amounted to $50,504 and $50,503, respectively. On December 31, 2023, accumulated amortization amounted to $103,601 and $19,500 for the customer relations and non-compete, respectively. On December 31, 2022, accumulated amortization amounted to $61,098 and $11,500 for the customer relations and non-compete, respectively. Amortization of intangible assets with identifiable useful lives that is attributable to future periods is as follows: Twelve months ending December 31: Amount 2024 $ 50,503 2025 50,503 2026 28,408 Total $ 129,414 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE Mercer Convertible Debt On October 15, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Mercer Street Global Opportunity Fund, LLC (the “Investor”), pursuant to which the Company issued and sold to Investor a 10% Original Issue Discount Senior Convertible Promissory Note in the principal amount of $825,000 (the “Initial Note”) and five-year warrants to purchase up to 16,500,000 shares of the Company’s common stock at an initial exercise price of $0.05 per share, an amount equal to 50% of the conversion shares that were issued (the “Initial Warrants”). The Company received net proceeds of $680,000, which is net of original issue discounts of $75,000, placement fees of $60,000, and legal fees of $10,000. The transactions contemplated under the SPA closed on October 18, 2021. Pursuant to the SPA, the Investor agreed to purchase an additional $825,000 10% Original Issue Discount Senior Convertible Promissory Note (the “Second Note,” and together with the Initial Note, the “Notes”), and a five-year warrant (the “Second Warrant,” and together with the Initial Warrant, the “Warrants”) to purchase, in the aggregate, shares of the Company’s common stock at an initial exercise price of $0.05 per share from the Company in an amount equal to 50% of the conversion shares to be issued upon the same terms as the Initial Note and Initial Warrant (subject to there being no event of default under the Initial Note or other customary closing conditions), within three trading days of a registration statement registering the shares of the Company’s common stock issuable under the Notes (the “Conversion Shares”) and upon exercise of the Warrants (the “Warrant Shares”) being declared effective by the SEC. To date, the Investor did not purchase the Second Note. The Initial Note matured 12 months after issuance, bore interest at a rate of 4% per annum through the date of default, and was initially convertible beginning on the six-month anniversary of the original issue date into the Company’s common stock at a fixed conversion price of $0.025 per share, subject to adjustment for stock splits, stock combinations, dilutive issuances, and similar events, as described in the Initial Note. The Initial Note may be prepaid at any time for the first 90 days at face value plus accrued interest. From day 91 through day 180, the Note may be prepaid in an amount equal to 110% of the principal amount plus accrued interest. From day 181 through the day immediately preceding the maturity date, the Initial Note may be prepaid in an amount equal to 120% of the principal amount plus accrued interest. The Note and Warrants contain conversion limitations providing that a holder thereof may not convert the Notes or exercise the Warrants to the extent (but only to the extent) that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such conversion or exercise. A holder may increase or decrease its beneficial ownership limitation upon notice to the Company provided that in no event such limitation exceeds 9.99%, and that any increase shall not be effective until the 61 st In connection with the SPA, the Company entered into a Registration Rights Agreement dated October 15, 2021 (the “Registration Rights Agreement”), with the Investor pursuant to which it is obligated to file a registration statement with the SEC within 45 days after the date of the agreement to register the resale by the Investor of the conversion shares and warrant shares, and use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 60 days after the registration statement is filed. Upon the occurrence of an event of default under the Notes, the Investor has the right to be prepaid at 125% of the outstanding principal balance and accrued interest, and interest accrues at 18% per annum. Events of default included, among other things, (i) any default in the payment of (A) principal and interest payment under this Note or any other Indebtedness, or (B) Late Fees, liquidated damages and other amounts owing to the Holder of this Note, as and when the same shall become due and payable (whether on a Conversion Date, or the Maturity Date, or by acceleration or otherwise), which default, solely in the case of a default under clause (B) above, is not cured within five Trading Days; (ii) the Company or any Subsidiary shall be subject to a Bankruptcy Event; (iii) the SEC suspends the Common Stock from trading or the Company’s Common Stock is not listed or quoted for trading on a Trading Market which failure is not cured, if possible to cure, within the earlier to occur of 10 Trading Days after notice of such failure is sent by the Holder or by any other Holder to the Company or the transfer of shares of Common Stock through the Depository Trust Company System is no longer available or is subject to a “chill” by the Depository Trust Company or any successor; (iv) the Company shall be a party to any Change of Control Transaction or shall agree to sell or dispose of all or in excess of 50% of its assets in one transaction or a series of related transactions (whether or not such sale would constitute a Change of Control Transaction); (v) the Company incurs any Indebtedness other than Permitted Indebtedness; (vi) the Company restates any financial statements included in its reports or registration statements filed pursuant to the Securities Act or the Exchange Act for any date or period from two years prior to the Original Issue Date of this Note and until this Note is or the Warrants issued to the Holder are no longer outstanding, if following first public announcement or disclosure that a restatement will occur the VWAP on the next Trading Day is 20% less than the VWAP on the prior Trading Day. For the purposes of this clause the next Trading Day if an announcement is made before 4:00 pm New York, NY time is either the day of the announcement or the following Trading Day. The Company filed a Report on Form 8-K announcing the restatement of its financial statements for the year ended December 31, 2020. Following the first public announcement or disclosure that a restatement occurred, the VWAP on the next Trading Day was not 20% less than the VWAP on the prior Trading Day and accordingly, the default provisions were not triggered. The Company has also granted the investor a 12-month (or until the Notes are no longer outstanding) right to participate in specified future financings, up to a level of 30%. On April 20, 2022, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”). The original SPA remains in effect. Per the terms of the Exchange Agreement, the Parties agreed to exchange (i) the Initial Note for a new Convertible Promissory Note (the “New Note”) and (ii) the Initial Warrant for a new five-year warrant to purchase, in the aggregate, 33,000,000 shares of the Company’s common stock at an exercise price of $0.025 per share (the “New Warrant” and together with the New Note, the “New Securities”), according to the terms and conditions of the Exchange Agreement. On April 20, 2022, pursuant to the terms of the Exchange Agreement, the Investor surrendered the Prior Securities in exchange for the New Securities. Other than the surrender of the Prior Securities, no consideration of any kind whatsoever was given by the Investor to the Company in connection with the Exchange Agreement. The terms of the New Securities are the same as the Prior Securities except for the pricing of the shares issuable under the New Note and the shares issuable upon exercise of the New Warrant. The New Securities are composed of the New Note, which is a 10% Original Issue Discount Senior Convertible Promissory Note in the principal amount of $825,000, and the New Warrant. The New Note matured on October 15, 2022, bore interest at a rate of 4% per annum through the date of default, and was initially convertible into the Company’s common stock at a fixed conversion price of $0.0125 per share, subject to adjustment for stock splits, stock combinations, dilutive issuances, and similar events, as described in the New Note. If the average Closing Price during any 10 consecutive Trading Day period beginning and ending during the 60 Day Effectiveness Period (the “Average Closing Price”) is below the Conversion Price than the conversion price will be reduced to such Average Closing Price but in no event less than $0.00875. On October 15, 2022, the due date of the New Note, the New Note defaulted due to non-payment. Accordingly, the Company added a default penalty of $206,250, or 25%, to the principal balance and recorded interest expense of $206,250, and interest shall accrue at 18% per annum. On December 4, 2023, the Company entered into a letter agreement (the “Agreement”) with the Investor to eliminate the convertible features and implement a standstill on the interest due under the Convertible Promissory Note Dated October 15, 2021 (the “Note”). This Note is the only remaining convertible note on the Company’s balance sheet. Per the terms of the Agreement, provided that the Company continues making the Payments as outlined in the Agreement and meets its obligations under the Agreement, the Investor shall not have the right to convert the Note into the Company’s common stock. The Company shall make the Payments on the 15th of every month. “Payments” shall mean $15,000 per month for 35 months with a balloon payment of $588,091 on the 36th month, for aggregate payments of $1,113,091. Additionally, the Company shall pay Mercer 20% of the gross proceeds from capital raised by the Company through the issuance of securities or incurrence of any Debt (regardless of whether the incurrence of debt includes of the sale of any securities) (“Capital Raise Payments”). Capital Raise Payments shall only be required for capital raises resulting in the Company receiving gross proceeds of at least $500,000. By way example, if the Company receives $600,000 from the issuance of Debt, the Company shall make a Capital Raise Payment of $120,000 to Mercer. Any Capital Raise Payments shall be first be applied to the then outstanding Balloon Payment and thereafter to the last Payments (35th, 34th and so on). “Debt” means borrowed money including the sale of any existing and future receivables. The Capital Raise Payments shall be made within two business days of the receipt of the funds under such raise. Any failure to make the Payments within the cure period or from the Capital Raise Payments by the required date shall make this Agreement null and void. Additionally, provided that the Company is in compliance with this Agreement, Mercer agrees to a standstill on the interest due under the Note beginning with the date that the first $15,000 Payment is made which the Company paid on December 15, 2023 as required by the Note. Further, if the Company pays off the entire principal and accrued interest by the dates detailed below, the Investor agrees to reduce the total amount due on the Note (principal and interest) by the percentages as follows: 20% if fully paid by March 31, 2024, 15% if fully paid by June 30, 2024, 10% if fully paid by September 30, 2024, and 5% if fully paid by December 31, 2024. All rights and obligations under the original Note shall remain the same. Mercer is not waiving any of its rights under the original Note, including but not limited to, rights available prior to this Agreement. As of December 31, 2023 and 2022, the principal balance of the Initial note was $1,098,091 and $1,031,250, respectively. Additionally, as of December 31, 2023 and 2022, accrued interest payable amounted to $176,184 and $81,045, respectively, which is reflected in accrued expenses on the accompanying consolidated statements of operations. Under the terms of the Agreement, $176,184 of accrued interest is subject to forgiveness if the Company complies with the terms of the Agreement. As of the date of this report, the Company has made all required payments. In accordance with ASC 470-50, Debt Modifications and Extinguishments, on April 20, 2022, in connection in the Exchange Agreement discussed above, the Company performed an assessment of whether the Exchange Agreement transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. The Company evaluated the April 20, 2022 Exchange Agreement for debt modification and concluded that the debt qualified for debt extinguishment. On April 20, 2022, the Company agreed to reduce the conversion price from $0.025 per share to $0.0125 per share, and to cancel the Initial Warrant to purchase 16,500,000 shares of common exercisable at $0.05 per shares, and to issue a New Warrant to purchase 33,000,000 shares exercisable at $0.025 per share. All other terms of the convertible note and warrants remain unchanged, and therefore did not change the cash flows of the note. The New Warrants did not contain any features requiring liability treatment and therefore were classified as equity. The Company determined the transaction was considered a debt extinguishment because the change in conversion price was substantial. Upon extinguishment, the Company had $395,313 of unamortized initial debt discount recorded which it wrote off, and the Company recorded a buyback of $160,993 which represents the reversal of calculated beneficial conversion feature on the initial debt upon settlement, for an aggregate net loss on debt extinguishment of $234,320. The Company recorded a new debt discount in connection with the New Note which was calculated based on the relative fair value of the New Warrants of $325,785. Additionally, the New Note is convertible into common shares at an initial conversion price of $0.0125 which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. The value allocated to the New Warrants was $325,785, and $354,215 was allocated to the beneficial conversion feature. Since the intrinsic value of the beneficial conversion feature and warrants was greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the beneficial conversion feature and warrants issued was limited to the amount of the proceeds allocated to the convertible instrument. Accordingly, the Company recorded an aggregate non-cash debt discount of $680,000 with the credit to additional paid in capital. This debt discount was amortized to interest expense over the remaining term of the Convertible Note. The Company uses the Binomial Valuation Model to determine the fair value of its stock warrants which requires the Company to make several key judgments including: ● the value of the Company’s common stock; ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yield to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock. On April 20, 2022 (the Exchange Agreement date) along with various re-pricings as outlined below, the fair value of the stock warrants were estimated at issuance using the Binomial Valuation Model with the following assumptions: 2022 Dividend rate —% Term (in years) 4 years Volatility 246.6% to 329.6% Risk—free interest rate 2.79% to 3.12% At any time this Note or any amounts accrued and payable thereunder remain outstanding, the Company or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any Person to acquire shares of the Company’s common stock at an effective price per share that is lower than the conversion price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the conversion price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such common stock or common stock equivalents are issued. On June 23, 2022, the Company issued common stock equivalents with an initial conversion price of $0.011 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the New April 2022 Note was reduced to $0.011 per share and the exercise price of the New April 2022 Warrant was lowered to $0.011. As a result of the June 23, 2022 down-round provisions, the Company calculated the difference between the warrants fair value on June 23, 2022, the date the down-round feature was triggered using the then current exercise price of $0.025 and the new exercise price of $0.011. On June 23, 2022, the Company recorded a deemed dividend of $3,702 which represents the fair value transferred to the warrant holders from the down round feature being triggered. No additional beneficial conversion feature amount was recorded based on the June 23, 2022 valuation as the ratcheted beneficial conversion feature value was lower than the original amount. Additionally, on September 6, 2022, the Company issued common stock equivalents with an initial conversion price of $0.009 per share and accordingly, the conversion price and warrant down-round provisions were triggered. As a result, the conversion price of the New April 2022 Note was reduced to $0.009 per share and the exercise price of the New April 2022 Warrant was lowered to $0.009. As a result of the September 6, 2022 down-round provisions, the Company calculated the difference between the warrants fair value on September 6, 2022, the date the down-round feature was triggered using the then current exercise price of $0.011 and the new exercise price of $0.009. On September 6, 2022, the Company recorded a deemed dividend of $733 which represents the fair value transferred to the warrant holders from the down round feature being triggered. No additional beneficial conversion feature amount was recorded based on the September 6, 2022 valuation as the ratcheted beneficial conversion feature value was lower than the original amount. Pursuant to the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock 1800 Diagonal Lending Convertible Debt On November 9, 2022, the Company closed a Securities Purchase Agreement dated November 4, 2022, with 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, (“Diagonal”), pursuant to which a Promissory Note (the “November 2022 Diagonal Note”) dated November 4, 2022, was made to Diagonal in the aggregate principal amount of $104,250 and the Company received net proceeds of $100,000 which was net of fees of $4,250. The November 2022 Diagonal Note bears interest at a rate of 12% per annum (22% upon the occurrence of an event of a default) and all outstanding principal and accrued and unpaid interest are due on May 4, 2024. In May 2023, the November 2022 Diagonal Note and any interest due was repaid in full (See Note 16). On December 27, 2022, the Company closed a Securities Purchase Agreement dated December 27, 2022, with 1800 Diagonal pursuant to which a Promissory Note (“December 2022 Diagonal Note”) dated December 27, 2022, was made to Diagonal in the aggregate principal amount of $64,250 and the Company received net proceeds of $60,000 which was net of fees of $4,250. The December 2022 Diagonal Note bears interest at a rate of 12% per annum (22% upon the occurrence of an event of a default) and all outstanding principal and accrued and unpaid interest are due on June 27, 2024. In May 2023, the December 2022 Diagonal Note and any interest due was repaid in full (See Note 16). On March 17, 2023, the Company closed a Securities Purchase Agreement dated November 4, 2022, with Diagonal pursuant to which a Promissory Note (the “March 2023 Diagonal Note”) dated March 17, 2023, was made to Diagonal in the aggregate principal amount of $54,250 and the Company received net proceeds of $50,000 which was net of fees of $4,250. The March 2023 Diagonal Note bears interest at a rate of 12% per annum (22% upon the occurrence of an event of a default) and all outstanding principal and accrued and unpaid interest are due on March 17, 2024. In May 2023, the March 2023 Diagonal Note and any interest due was repaid in full (See Note 16). The Company had the right to prepay the November 2022, December 2022 and March 2023 Diagonal Notes (principal and accrued interest) at any time during the first six months the note is outstanding at the rate of 115% during the first 30 days after issuance, 120% during the 31 st th st th The Company accounted for the November 2022 and December 2022 Diagonal Notes as stock settled debt under ASC 480 and recorded an aggregate debt premium of $90,731 with a charge to interest expense. The Company has accounted for the March 2023 Diagonal Note as stock settled debt under ASC 480 and recorded an aggregate debt premium of $29,212 with a charge to interest expense. On May 11, 2023, upon repayment of the November 2022, December 2022 and March 2023 Diagonal Notes, the Company reversed the debt premium of $119,943 and recorded a gain on debt extinguishment of $119,943 on the accompanying consolidated statement of operations. For the years ended December 31, 2023 and 2022, amortization of debt discounts related to the convertible notes payable amounted to $2,627 and $938,344, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. On December 31, 2023 and 2022, accrued interest payable under all outstanding convertible notes discussed above amounted to $176,184 and $83,138, respectively, and is included in accrued expenses on the accompanying consolidated balance sheets. On December 31, 2023 and 2022, convertible notes payable consisted of the following: December 31, December 31, Convertible notes payable $ 1,098,091 $ 1,199,750 Add: put premium - 90,731 Less: unamortized debt discount - (7,968 ) Convertible note payable, net 1,098,091 1,282,513 Less: current portion of convertible note payable (180,000 ) (1,031,250 ) Convertible notes payable – long-term $ 918,091 $ 251,263 On December 31, 2023, future annual maturities of convertible note payable are as follows: December 31, Amount 2024 $ 180,000 2025 180,000 2026 738,091 Total convertible note payable on December 31, 2023 $ 1,098,091 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE On December 31, 2023 and 2022, notes payable consisted of the following: December 31, December 31, Notes payable $ 105,958 $ 1,899,380 Note payable – PPP note 18,823 18,823 Total notes payable 124,781 1,918,203 Less: unamortized debt discount (764 ) (132,961 ) Note payable, net 124,017 1,785,242 Less: current portion of notes payable, net of discount (81,908 ) (1,576,438 ) Notes payable – long-term $ 42,109 $ 208,804 Notes Payable BOCO Investment Note On November 14, 2018, the Company entered into a Revolving Credit Facility Loan and Security Agreement (“Loan Agreement”) and a Secured Promissory Note (the “Note”) with BOCO Investments, LLC (the “Lender”). Subject to and in accordance with the terms and conditions of the Loan Agreement and the Note, the Lender agreed to lend to the Company up to $400,000 (the “Maximum Loan Amount”) against the issuance and delivery by the Company of the Note for use as working capital and to assist in inventory acquisition. In 2018, the Lender loaned $400,000 to the Company, the Maximum Loan Amount. The Company should have repaid all principal, interest and other amounts outstanding on or before November 14, 2020. The Company’s obligations under the Loan Agreement and the Note are secured by a first-priority security interest in substantially all the Company’s assets (the “Collateral”). The outstanding principal advanced to Company pursuant to the Loan Agreement initially bore interest at the rate of 12% per annum, compounded annually. Upon the occurrence of an Event of Default under the Loan Agreement and Note, all amounts then outstanding (including principal and interest) shall bear interest at the rate of 18% per annum, compounded annually until the Event of Default is cured. In May 2023, the Company and the Lender entered into a Debt Exchange and Release Agreement in regard to the $400,000 Note discussed above, whereby the Company paid the Lender cash of $200,000 and issued the Lender 22,000,000 shares of Common Stock of the Company (see Note 9) in exchange for settlement of the remaining $200,000 of the loan and all accrued interest amounting to $317,293, which were deemed paid in full (see Note 16). The 22,000,000 shares issued were valued at $132,000, or $0.006 per share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with the repayment and settlement of this debt, the Company recorded a gain from debt extinguishment of $385,293 consisting of a) $68,000 calculated as the difference in the principal amount settled for shares of $200,000 and the fair value of the shares on the measurement date of $132,000, and b) the forgiveness of interest due of $317,293. On December 31, 2023 and 2022, principal amount due under this Note amounted to $0 and $400,000, respectively. On December 31, 2023 and 2022, accrued interest payable under this Note amounted to $0 and $292,241, respectively, and is included in accrued expenses on the accompanying consolidated balance sheets. Mercer Street Global Opportunity Fund Notes On March 14, 2022, the Company entered into an Original Issue Discount Promissory Note and Security Agreement (the “March 2022 Note”) in the principal amount of $197,500 with Mercer Street Global Opportunity Fund, LLC (the “Investor”). The March 2022 Note was funded on March 14, 2022 and the Company received net proceeds of $175,000 which is net of an original issue discount and investor legal fees of $22,500. The original issue discount was recorded as a debt discount to be amortized over the life of the March 2022 note. The March 2022 Note matures 12 months after issuance and bears interest at a rate of 3% per annum. At any time, the Company may prepay all or any portion of the principal amount of the March 2022 Note and any accrued and unpaid interest without penalty. The March 2022 Note also creates a lien on and grants a priority security interest in all the Company’s assets. In connection with the March 2022 Note, the Company issued 823,529 shares of its common stock to the placement agent as a fee for the capital raise. The 823,529 shares of common stock issued were recorded as a debt discount of $12,963 based on the relative fair value method to be amortized over the life of the March 2022 Note. On December 31, 2023, the principal balance due on the March 2022 Note amounted to $0 and accrued interest payable amounted to $0. On December 31, 2022, the principal balance due on the March 2022 Note amounted to $197,500 and accrued interest payable amounted to $4,756. In May 2023, the March 2022 Note and all accrued interest due was paid in full (See Note 16). On November 22, 2022, the Company entered into a Promissory Note and Security Agreement (the “November 2022 Note”) in the principal amount of $65,000 with Mercer Street Global Opportunity Fund, LLC (the “Investor”). The November 2022 Note was funded on November 22, 2022 and the Company received net proceeds of $62,500 which is net of investor legal fees of $2,500. The legal fees were recorded as a debt discount to be amortized over the life of the November 2022 note. The November 2022 Note matures on August 22, 2023 and bears interest at a rate of 8% per annum. At any time, the Company may prepay all or any portion of the principal amount of the November 2022 Note and any accrued and unpaid interest without penalty. The November 2022 Note also creates a lien on and grants a priority security interest in all the Company’s assets. On December 31, 2023, the principal balance due on the November 2022 Note amounted to $0 and accrued interest payable amounted to $0. On December 31, 2022, the principal balance due on the November 2022 Note amounted to $65,000 and accrued interest payable amounted to $214. In May 2023, the November 2022 Note and all accrued interest due was paid in full and the Company recorded a gain on debt extinguishment of approximately $18,900 (See Note 16). GS Capital Debt On June 23, 2022, the Company entered into entered into a Securities Purchase Agreement (“Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which a Promissory Note (the “GS Capital June 2022 Note”) was made to GS Capital in the aggregate principal amount of $195,000. The GS Capital June 2022 Note was purchased for $176,000, reflecting an original issuance discount of $19,000, and was funded on June 24, 2022 (less legal and other administrative fees). The Company received net proceeds of $148,420. The Company further issued GS Capital a total of 1,750,000 commitment shares (“Commitment Shares”) as additional consideration for the purchase of the Note (See Note 9). Additionally, the GS Capital Note was convertible upon an event of default into common shares at an initial effective conversion price which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. Principal and interest payments shall be made in 10 installments of $21,060 each beginning on the 90th-day anniversary following the issue date and continuing thereafter each 30 days for nine months. The GS Capital Note matured 12 months after issuance and bore interest at a rate of 8% per annum. GS Capital had the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under this Note at a conversion price of $0.011, subject to adjustment as defined in the GS Capital Note. The Company did not calculate a beneficial conversion feature since the GS Capital Note was contingently convertible upon default on the GS Capital Note. As of December 31, 2022, the Company was not in default on this note. In the event that following the Issue Date the closing trading price of the Company’s common stock was then being traded is below $0.011 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.004 per share. Events of default included, amongst other items, failure to pay principal or interest, bankruptcy, delisting of the Company’s stock, financial statement restatements, or if the Company effectuates a reverse split. Upon the occurrence of any event of default, the GS Capital Note shall become immediately and automatically due and payable and the Company shall pay to GS Capital, in full satisfaction of its obligations hereunder, an amount equal to: (a) the then outstanding principal amount of this note plus plus On July 26, 2022, the Company closed a Securities Purchase Agreement (“July 2022 Agreement”) with GS Capital, pursuant to which a Promissory Note (“GS Capital July 2022 Note”) was made to GS Capital in the aggregate principal amount of $195,000. The GS Capital July 2022 Note was purchased for $176,000, reflecting an original issuance discount of $19,000, and was funded on July 28, 2022 (less legal and other administrative fees). The Company received net proceeds of $158,920. The Company further issued GS Capital a total of 2,600,000 commitment shares (“July 2022 Commitment Shares”) as additional consideration for the purchase of the July 2022 Note. In addition, the Company issued 998,008 of its common stock to the placement agent as a fee for the capital raise, respectively. The July Commitment Shares and the placement agent shares were recorded as a debt discount of $34,606 based on the relative fair value method to be amortized over the life of the Note. Additionally, the GS Capital July 2022 Note was convertible upon an event of default into common shares at an initial effective conversion price which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. Principal and interest payments shall be made in 10 installments of $21,060 each beginning on the 90th-day anniversary following the issue date and continuing thereafter each 30 days for nine months. The GS Capital July 2022 Note was to mature 12 months after issuance and bore interest at a rate of 8% per annum. GS Capital had the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the GS Capital July 2022 Note at a conversion price of $0.011, subject to adjustment as defined in the Note. The Company did not calculate a beneficial conversion feature since the GS Capital July 2022 Note is contingently convertible upon a default on the July 2022 Note. As of December 31, 2022, the Company was not in default on this note. In the event that following the Issue Date the closing trading price of the Company’s common stock was then being traded is below $0.011 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.004 per share. On December 15, 2022, the Company and GS Capital entered into a letter agreement to extend the due date of the GS Capital July 2022 note by 60 days. Specifically, the maturity date of the GS Capital July 2022 note was extended to September 26, 2023 and the next payment due date was extended to February 28, 2023. Through December 31, 2022, the Company paid $34,120 of principal balance and in May 2023, the Company paid the remaining principal balance of $160,880 and all accrued interest due in full (See Note 16). On December 31, 2023, the principal balance due on the GS Capital July 2022 Note and accrued interest payable amounted to $0. On December 31, 2022, the principal balance due on the GS Capital July 2022 Note amounted to $160,880 and accrued interest payable amounted to $6,441. On September 6, 2022, the Company closed a Securities Purchase Agreement (“September 2022 Agreement”) with GS Capital, pursuant to which a Promissory Note (“September 2022 Note”) was made to GS Capital in the aggregate principal amount of $195,000. The September 2022 Note was purchased for $176,000, reflecting an original issuance discount of $19,000, and was funded on September 6, 2022 (less legal and other administrative fees). The Company received net proceeds of $158,920. The Company further issued GS Capital a total of 3,300,000 commitment shares (“September 2022 Commitment Shares”) as additional consideration for the purchase of the September 2022 Note. In addition, the Company issued 773,626 of its common stock to the placement agent as fee for the capital raise, respectively. The September Commitment Shares and the placement agent shares were recorded as a debt discount of $30,326 based on the relative fair value method to be amortized over the life of the Note. Additionally, the September 2022 Note was convertible into common shares upon an event of default at an initial effective conversion price which was lower than the fair value of common shares based on the quoted closing price of the Company’s common stock on the measurement date. Principal and interest payments shall be made in 9 installments of $23,400 each beginning on the 120th-day anniversary following the issue date and continuing thereafter each 30 days for eight months. The September 2022 Note was to mature 12 months after issuance and bears interest at a rate of 8% per annum. GS Capital shall have the right at any time following an Event of Default to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the September 2022 Note at a conversion price of $0.009, subject to adjustment as defined in the Note. The Company did not calculate a beneficial conversion feature since the GS Capital July 2022 Note was contingently convertible upon a default on the September 2022 Note. As of December 31, 2022, the Company was not in default on this note. In the event that following the Issue Date the closing trading price of the Company’s common stock was then being traded below $0.009 per share for more than ten consecutive trading days, then the conversion price shall be equal to $0.0032 per share. On December 15, 2022, the Company and GS Capital entered into a letter agreement to extend the due date of the GS Capital September 2022 note by 60 days. Specifically, the maturity date of the GS Capital September 2022 note was extended to November 6, 2023 and the next payment due date was extended to March 6, 2023. In May 2023, the GS Capital September 2022 Note and all accrued interest due was paid in full (See Note 16). On December 31, 2023, the principal balance due on the GS Capital September 2022 Note and accrued interest payable amounted to $0. On December 31, 2022, the principal balance due on the GS Capital September 2022 Note amounted to $195,000 and accrued interest payable amounted to $5,001. In connection with the Letter Agreement dated December 15, 2022, in order to induce GS Capital to extend the due dates of the GS Capital Notes, the Company issued 15,000,000 shares of the Company’s common stock. These shares were valued at $112,500, or $0.0075 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with the issuance of these shares, during the year ended December 31, 2022, the Company recorded an inducement expense of $112,500 which was included in loss on debt extinguishment on the accompanying consolidated statement of operations. In May 2023, the GS Capital June 2022 Note, the GS Capital July 2022 Note, and the September 2022 Note were paid in full without any default penalty and the Company recorded a gain on debt extinguishment of approximately $25,400 (see Note 16). Other Notes Payable On May 10, 2021, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) and a Secured Promissory Note (the “Promissory Note”) in the amount of $500,000 with a lender. The Promissory Note accrued interest at 8% per annum, compounded annually, and all outstanding principal and accrued interest was due and payable of May 10, 2023. The Company’s obligations under the Loan Agreement and the Promissory Note were secured by a second priority security interest in substantially all of the Company’s assets (the “Collateral”). The Loan Agreement and Promissory Note contained customary representations, warranties, and covenants, including certain restrictions on the Company’s ability to incur additional debt or create liens on its property. The Loan Agreement and the Promissory Note also provided for certain events of default, including, among other things, payment defaults, breaches of representations and warranties and bankruptcy or insolvency proceedings, the occurrence of which, after any applicable cure period, would permit Lender, among other things, to accelerate payment of all amounts outstanding under the Loan Agreement and the Promissory Note, as applicable, and to exercise its remedies with respect to the Collateral. On December 31, 2022, accrued interest payable under this Promissory Note amounted to $65,863 and is included in accrued expenses on the accompanying consolidated balance sheet. On December 31, 2022, the principal amount due under this Promissory Note amounted to $500,000. In May 2023, this Promissory Note and all accrued interest was paid in full (See Note 16). On July 22, 2021, in connection with the acquisition of Patriot Glass, the Company assumed vehicle and equipment loans in the amount of $95,013. These loans bear interest at rates ranging from 6.79% to 8.24% and are payable monthly through April 2025. On December 31, 2023 and 2022, notes payable related to these vehicle and equipment loans amounted to $8,250 and $39,513, respectively. On November 8, 2022, the Company entered into a Promissory Note (the “November 2022 Note”) with a lender investor (the “Private Investor”) in the principal amount of $200,000 and received net proceeds of $200,000. The November 2022 Note bore interest at a rate of 8% per annum and all outstanding principal and accrued and unpaid interest was due on November 8, 2024. At any time, the Company may prepay all or any portion of the principal amount of the November 2022 Note and any accrued and unpaid interest without penalty. As security for payment of the principal and interest on the November 2022 Note, the Company and the lender Investor previously entered into that certain Loan and Security Agreement dated May 10, 2021, which is incorporated into the November 2022 Note. On December 31, 2022, accrued interest payable under this Promissory Note amounted to $2,367 and is included in accrued expenses on the accompanying consolidated balance sheets. On December 31, 2022, the principal amount due under this Promissory Note amounted to $200,000. In May 2023, the November 2022 Note and all unpaid interest was paid in full (See Note 16). During the year ended December 31, 2023, in connection with the acquisition of a vehicle and an air conditioner unit, the Company entered into three vehicle and equipment loans in the amount of $117,721. These loans bear interest at rates ranging from 10.0% to 35.1% and are payable monthly through September 2028. On December 31, 2023, notes payable related to the vehicle and equipment loans amounted to $97,708. The net book value on December 31, 2023 relating to the collateralized assets was $85,489. For the years ended December 31, 2023 and 2022, amortization of debt discounts related to all of the above notes payable amounted to $93,631 and $121,408, respectively, which has been included in interest expense on the accompanying consolidated statements of operations. The Company recognized a loss on debt extinguishment associated with the write off of the remaining debt discount and related note repayments in fiscal 2023 of approximately $49,300. PPP Loan On April 28, 2020, the Company entered into a Paycheck Protection Program Promissory Note (the “PPP Note”) with respect to a loan of $156,200 (the “PPP Loan”) from Comerica Bank. The PPP Loan was obtained pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES act”) administered by the U.S. Small Business Administration (“SBA”). The PPP Loan matures on April 28, 2022 and bears interest at a rate of 1.00% per annum. The PPP Loan is payable in 18 equal monthly payments of approximately $8,900 commencing November 1, 2020. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Company may apply to have the loan forgiven pursuant to the terms of the PPP if certain criteria are met. The Company applied for forgiveness of its PPP Loan, and on November 4, 2021, the Company was notified that the Small Business Administration forgave $95,000 of the principal loan amount and $1,442 of interest. As of November 4, 2021, the remaining principal balance of the loan was $61,200 and the remaining accrued interest balance was $935. During the year ended December 31, 2022, the Company repaid the PPP Loan principal of $30,107. On December 31, 2023 and 2022, the principal amount due under the PPP Loan amounted to $18,823. As of December 31, 2023 and 2022, accrued interest payable amounted to $358 and $170, respectively. On December 31, 2023, future annual maturities of notes payable are as follows: December 31, Amount 2024 $ 82,672 2025 22,034 2026 6,671 2027 7,373 2028 6,031 Total notes payable on December 31, 2023 $ 124,781 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDERS’ DEFICIT | NOTE 9 – SHAREHOLDERS’ DEFICIT Preferred Stock Series B Preferred Stock On December 12, 2019, the Company filed an Amendment to its Articles of Incorporation to designate a series of preferred stock, the Series B Convertible Preferred Stock (the “Series B”), with the Secretary of State of the State of Colorado. The Certificate of Designations established 100,000 shares of the Series B, par value $0.10, having such designations, preferences, and rights as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Articles of Incorporation and Amended and Restated Bylaws. The Certificate of Designations became effective with the State of Colorado upon filing. The Series B ranks senior with respect to dividends and right of liquidation with the Company’s common stock and junior to all existing and future indebtedness of the Company. The Series B has a stated value per share of $1,000, subject to adjustment as provided in the Certificate of Designations (the “Stated Value”), and a dividend rate of 2% per annum of the Stated Value. The Series B is subject to redemption (at Stated Value, plus any accrued, but unpaid dividends (the “Liquidation Value”) by the Company no later than three years after a Deemed Liquidation Event and at the Company’s option after one year from the issuance date of the Series B, subject to a ten-day notice (to allow holder conversion). A “Deemed Liquidation Event” will mean: (a) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. The Series B is convertible into common stock at the option of a holder or if the closing price of the common stock exceeds 400% of the Conversion Price for a period of twenty consecutive trading days, at the option of the Company. Conversion Price means a price per share of the common stock equal to 100% of the lowest daily volume weighted average price of the common stock during the two years preceding or subsequent two years following the Issuance Date, subject to adjustment as otherwise provided in the Certificate of Designations (the “Conversion Price”). In the event of a conversion of any Series B, the Company shall issue to the holder a number of shares of common stock equal to the sum of the Stated Value plus accrued but unpaid dividends multiplied by the number of shares of Series B Preferred Stock being converted divided by the Conversion Price. Upon liquidation of the Company after payment or provision for payment of liabilities of the Company and after payment or provision for any liquidation preference payable to the holders of any preferred stock ranking senior to the Series B but prior to any distribution to the holders of Common Stock or preferred stock ranking junior upon liquidation to the Series B, the holders of Series B will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series B equal to the Liquidation Value. The Series B has voting rights per Series B Share equal to the Liquidation Value per share, divided by the Conversion Price, multiplied by fifty (50). Subject to applicable Colorado law, the holders of Series B will have functional voting control in situations requiring shareholder vote. These Series B preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series B preferred stock agreements, Series B preferred stock is redeemable for cash and other assets on the occurrence of a deemed liquidation event. A deemed liquidation event includes a change of control which is not in the Company’s control. As such, since Series B preferred stock is redeemable upon the occurrence of an event that is not within the Company’s control, the Series B preferred stock is classified as temporary equity. The Company concluded that the Series B Preferred Stock represented an equity host and, therefore, the redemption feature of the Series B Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument. However, the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series B Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series B Preferred Stock were not considered an embedded derivative that required bifurcation. The conversion feature of the Series B Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. On January 6, 2022, the Board of Directors of the Company agreed to satisfy $278,654 of accrued compensation owed to its executive officers (collectively, the “Management”) as of December 31, 2021. Management agreed to accept 278 shares of the Company’s Series B convertible preferred stock in settlement of this accrued compensation. The conversion feature of the Series B Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. Because the Series B Preferred Stock was perpetual with no stated maturity date, and the conversions could occur any time from the date of issuance, the Company immediately recorded non-cash stock-based compensation of $957,556 related to the beneficial conversion feature arising from the issuance of Series B Preferred Stock. On January 17, 2023, the Board of Directors of the Company agreed to satisfy $144,000 of accrued compensation owed to its executive officers (collectively, the “Management”) which, as of December 31, 2022 was included in accrued compensation on the accompanying consolidated balance sheet. Management agreed to accept 144 shares of the Company’s Series B convertible preferred stock in settlement of this accrued compensation. The beneficial conversion feature of the Series B Preferred Stock at the time of issuance was determined to be deminimis on the commitment date. By mutual agreement between the parties, the vesting date of 842 previously granted shares of Series B Preferred stock was extended through May 2024. During the years ended December 31, 2023 and 2022, the Company accrued dividends of $22,766 and $19,936, respectively, which was included in Series B convertible preferred stock on the accompanying consolidated balance sheets. As of December 31, 2023, the net Series B Preferred Stock balance was $1,203,967, which includes stated value of $1,144,624 and accrued dividends payable of $59,343. As of December 31, 2022, the net Series B Preferred Stock balance was $1,037,201, which includes stated value of $1,000,624 and accrued dividends payable of $36,577. The net Series B Preferred Stock balance is included on the accompanying consolidated balance sheets. Series C Preferred Stock On August 20, 2020, the Company filed an Amendment to its Articles of Incorporation to designate a series of preferred stock, the Series C Convertible Preferred Stock (the “Series C”), with the Secretary of State of the State of Colorado. The Certificate of Designations established 100,000 shares of the Series C, par value $0.10, having such designations, preferences, and rights as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Articles of Incorporation and Amended and Restated Bylaws. The Certificate of Designations became effective with the State of Colorado upon filing. The Series C ranks senior with respect to dividends and right of liquidation with the Company’s common stock and junior to all existing and future indebtedness of the Company. The Series C has a stated value per share of $100, subject to adjustment as provided in the Certificate of Designations (the “Stated Value”), and a dividend rate of 2% per annum of the Stated Value. The Company has no option to redeem the Series C Preferred Stock. If the Company determines to liquidate, dissolve or wind-up its business and affairs, or effect any Deemed Liquidation Event as defined below, each of which has been approved by the holders of a majority of the shares of Series C Preferred Stock then outstanding, the Company will redeem all of the shares of Series C Preferred Stock outstanding immediately prior to such mandatory redemption event at a price per share of Series C Preferred Stock equal to the aggregate Series C Liquidation Value, which is 150% of the sum of the Stated Value plus accrued and unpaid dividends, for the shares of Series C Preferred Stock being redeemed. The Company will deliver ten-day advance written notice prior to the consummation of any mandatory redemption event via email or overnight courier (“Notice of Mandatory Redemption”) to each Holder whose shares are to be redeemed. The Series C is subject to redemption at liquidation Value noted above by the Company. Upon receipt by any Holder of a Notice of Mandatory Redemption, if Holder does not choose to convert, such Holder will promptly submit to the Company such Holder’s Series C Preferred Stock certificates on the Redemption Payment Date. Upon receipt of such Holder’s Series C Preferred Stock certificates, the Company will pay the applicable redemption price to such Holder in cash. A “Deemed Liquidation Event” will mean: (a) a merger or consolidation in which the Company is a constituent party or a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. Since the Company has determined that a deemed liquidation event is not probable, the Series C is stated at the Stated Value plus accrued and unpaid dividends rather than redemption value, which is liquidation value. The Series C is convertible at the option of a holder at any time following the issuance date. In the event of a conversion of any Series C Preferred Stock, the Company shall issue to such Holder a number of Conversion Shares equal to (x) the sum of (1) the Stated Value per share of Series C Preferred Stock plus (2) any accrued but unpaid dividends thereon multiplied by (y) the number of shares of Series C Preferred Stock held by such Holder and subject to the Holder Conversion Notice, divided by (z) the Conversion Price with respect to such Series C Preferred Stock. Conversion Price means a price per share of the common stock equal to the lowest daily volume weighted average price of the common stock for any trading day during the two years preceding the date of delivery of the conversion notice, subject to adjustment as otherwise provided in the Series C Certificate of Designation. Upon liquidation of the Company after payment or provision for payment of liabilities of the Company and after payment or provision for any liquidation preference payable to the holders of any preferred stock ranking senior to the Series C but prior to any distribution to the holders of Common Stock or preferred stock ranking junior upon liquidation to the Series C, the holders of Series C will be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount with respect to each share of Series C equal to the Liquidation Value. Through April 28, 2021, each share of Series C Preferred Stock was entitled to vote on all matters requiring shareholder vote. Each share of Series C Preferred Stock was entitled to the number of votes per share based on the calculation of the number of conversion shares of Series C Preferred Stock is then convertible. On April 28, 2021, the Company filed an Amended and Restated Certificate of Designations of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock (the “Amended Certificate”). The Amended Certificate changed the voting rights of the Series C Preferred Stock on any matters requiring shareholder approval or any matters on which the common shareholders are permitted to vote. Series C Preferred Stock shall have no right to vote on any matters requiring shareholder approval or any matters on which the common shareholders (or other preferred stock of the Company which may vote with the common shareholders) are permitted to vote. With respect to any voting rights of the Series C Preferred Stock set forth herein, the Series C Preferred Stock shall vote as a class, each share of Series C Preferred Stock shall have one vote on any such matter, and any such approval may be given via a written consent in lieu of a meeting of the Holders of the Series C Preferred Stock. Any reference herein to a determination, decision or election being made by the “Majority Holders” shall mean the determination, decision or election as made by Holders holding a majority of the issued and outstanding shares of Series C Preferred Stock at such time. It also adjusts the conversion feature of the Series C Preferred Stock so that any Holder of Series C Preferred Stock cannot convert any portion of the Series C in excess of that number of Series C Preferred Stock that upon conversion would result in beneficial ownership by the Holder of more than 4.99% of the outstanding shares of common stock of the Company. These Series C preferred stock issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the holder, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series C preferred stock agreements, Series C preferred stock is redeemable for cash and other assets on the occurrence of a deemed liquidation event. A deemed liquidation event includes a change of control which is not in the Company’s control. As such, since Series C preferred stock is redeemable upon the occurrence of an event that is not within the Company’s control, the Series C preferred stock is classified as temporary equity. The Company concluded that the Series C Preferred Stock represented an equity host and, therefore, the redemption feature of the Series C Preferred Stock was not considered to be clearly and closely related to the associated equity host instrument. However, the redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series C Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series C Preferred Stock were not considered an embedded derivative that required bifurcation. The conversion feature of the Series C Preferred Stock at the time of issuance was determined to be beneficial on the commitment date. On January 12, 2022, the Company issued 1,543,151 shares of its common stock upon the conversion of 120 shares of Series C preferred with a stated redemption value of $12,000. The conversion price was based on contractual terms of the related Series C preferred shares. On April 20, 2022, the Company issued 13,184,548 shares of its common stock upon the conversion of 1,020 shares of Series C preferred with a stated redemption value of $102,000. The conversion price was based on contractual terms of the related Series C preferred shares. On December 1, 2022, the Company issued 6,535,274 shares of its common stock upon the conversion of 250 shares of Series C preferred with a stated redemption value of $25,000. The conversion price was based on contractual terms of the related Series C preferred shares. During the three months ended March 31, 2023, the Company issued 26,585,614 shares of its common stock upon the conversion of 1,014 shares of Series C preferred with a stated redemption value of $101,400. The conversion price was based on contractual terms of the related Series C preferred shares. During the three months ended June 30, 2023, the Company issued 23,157,922 shares of its common stock upon the conversion of 826 shares of Series C preferred with a stated redemption value of $82,600. The conversion price was based on contractual terms of the related Series C preferred shares. During the three months ended September 30, 2023, the Company issued 8,584,376 shares of its common stock upon the conversion of 300 shares of Series C preferred with a stated redemption value of $30,000. The conversion price was based on contractual terms of the related Series C preferred shares. During the years ended December 31, 2023 and 2022, the Company accrued dividends of $31,429 and $35,719, respectively, which was included in Series C convertible preferred stock on the accompanying consolidated balance sheets. As of December 31, 2023, the net Series C Preferred Stock balance was $1,621,160, which includes stated liquidation value of $1,515,000 and accrued dividends payable of $106,160. As of December 31, 2022, the net Series C Preferred Stock balance was $1,803,731, which includes stated value of $1,729,000 and accrued dividends payable of $74,731. The net Series C Preferred Stock balance is included on the accompanying consolidated balance sheets. Common Stock Common Stock Issued for Cash and Accrued Compensation On January 17, 2023, the Company entered into a Subscription Agreement with its Chairman and Chief Executive Officer, Scott R. Silverman (the “Subscription Agreement”), whereby Mr. Silverman purchased 54,545,455 shares (the “Subscription Shares”) of the Company’s common stock for $300,000, or $0.0055 per share, based on the quoted closing price of the Company’s common stock on the measurement date (the “Consideration”). The Consideration consisted of a cash payment of $275,000 the conversion of $25,000 of accrued compensation owed to Mr. Silverman. On January 17, 2023, Barry Edelstein, a member of the Company’s Board of Directors, elected to convert $53,000 of accrued compensation into 9,636,364 shares of unregistered common stock of the Company. The shares were valued at $53,000, or $0.0055, based on the quoted closing price of the Company’s common stock on the measurement date. Issuance of Common Stock for Services Issuance of Common Stock for Professional Fees 2022 On June 7, 2022, the Company issued an aggregate of 4,000,000 shares of its common stock for business development and consulting services rendered and to be rendered. These shares were valued at $48,000, or $0.012 per common share, based on the quoted closing price of the Company’s common stock on the measurement date, and will be amortized into stock-based consulting fees over the term of the agreement. In connection with the issuance of these shares, during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $21,000 and $27,000, respectively. On June 24, 2022, the Company issued an aggregate of 3,000,000 shares of its common stock for business development and consulting services rendered and to be rendered. These shares were valued at $54,000, or $0.018 per common share, based on the quoted closing price of the Company’s common stock on the measurement date, and will be amortized into stock-based consulting fees over the term of the agreement. In connection with the issuance of these shares, during the year ended December 31, 2022, the Company recorded stock-based professional fees of $54,000. On July 1, 2022, the Company granted a restricted stock award of 2,500,000 common shares of the Company to a consultant of the Company for business development and consulting services rendered, which shares were valued at $31,250, or $0.0125 per common share, based on the quoted closing price of the Company’s common stock on the measurement date, and will be amortized into stock-based consulting fees over the term of the agreement. In connection with the issuance of these shares, during the year ended December 31, 2022, the Company recorded stock-based professional fees of $31,250. On July 15, 2022, the Company granted a restricted stock award of 5,454,545 common shares of the Company to a consultant of the Company for government relations services to be rendered, which shares were valued at $60,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date, and will be amortized into stock-based consulting fees over the term of the agreement. In connection with the issuance of these shares, during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $5,000 and $55,000, respectively. On October 3, 2022, the Company issued 3,000,000 shares of its common stock for investor relations services to be rendered. These shares were valued at $24,000, or $0.008 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with the issuance of these shares, during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $12,000 and $12,000, respectively. During the year ended December 31, 2022, the Company recorded stock-based professional fees of $119,321 in connection with the amortization of prepaid expenses of $119,321 related to common shares previously issued. 2023 On February 6, 2023, the Company issued 6,666,667 shares of its common stock for public relations services to be rendered. These shares were valued at $40,000, or $0.006 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recorded stock-based professional fees of $40,000, which was amortized into professional fees over the term of the agreement. On April 3, 2023, the Company issued 5,000,000 shares of its common stock for investor relations services to be rendered. These shares were valued at $22,500, or $0.0045 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recorded stock-based professional fees of $22,500, which was amortized into professional fees over the term of the agreement. On June 3, 2023, the Company issued 1,500,000 shares of its common stock for investor relations services to be rendered. These shares were valued at $16,950, or $0.0011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recorded stock-based professional fees of $16,950, which was amortized into professional fees over the remaining term of the agreement. On September 3, 2023, the Company issued 1,000,000 shares of its common stock for investor relations services to be rendered. These shares were valued at $4,500, or $0.0045 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recorded stock-based professional fees of $2,250 and prepaid expenses of $2,250, which will be amortized into professional fees over the remaining term of the agreement. Issuance of Common Stock for Stock-Based Compensation 2022 On March 24, 2022, the Company granted restricted stock awards of 500,000 vested common shares of the Company to an employee of the Company for services rendered. The awards were valued at $14,250, or $0.0285 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company recognized stock-based compensation of $14,250 on the date of issuance. On July 12, 2022, the Company granted a restricted stock award of 1,000,000 common shares of the Company to an employee of the Company. The shares will vest on May 1, 2023. These shares were valued on the date of grant at $11,000, or $0.011 per common share based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company shall record stock-based compensation over the vesting period. On August 12, 2022, the Company granted a restricted stock award of 2,000,000 common shares of the Company to a board member of the Company. The shares will vest on May 1, 2023. These shares were valued on the date of grant at $24,000 or $0.012 per common share based on the quoted closing price of the Company’s common stock on the measurement date. In connection with these shares, the Company shall record stock-based compensation over the vesting period. 2023 On June 7, 2023, the Company issued 2,500,000 shares of its common stock to employees for services for services rendered. These shares were valued at $26,000, or $0.0104 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. During the years ended December 31, 2023 and 2022, aggregate accretion of stock-based compensation expense on granted common shares amounted to $42,183 and $82,387, respectively. Total unrecognized compensation expense related to these unvested common shares on December 31, 2023 amounted to $0. By mutual agreement between the parties, the vesting date of previously granted shares was extended through May 2024. The following table summarizes activity related to non-vested shares: Number of Weighted Non-vested, December 31, 2021 14,270,120 $ 0.140 Granted 3,500,000 0.014 Shares vested (800,000 ) (0.037 ) Non-vested, December 31, 2022 16,970,120 0.119 Shares vested (2,000,000 ) (0.021 ) Non-vested, December 31, 2023 14,970,120 $ 0.132 Shares Issued for Accounts Payable On January 6, 2022, the Company issued 90,859 common shares upon conversion of accounts payable of $2,174, or $0.024 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. Common Stock Issued in Connection with Notes Payable 2022 In connection with the March 2022 Note, the Company issued 823,529 shares of its common stock to the placement agent as a fee for the capital raise. The 823,529 shares of common stock issued were recorded as a debt discount of $12,963 based on the relative fair value method to be amortized over the life of the Note. In connection with the June 2022 GS Capital Note, the Company issued 1,750,000 shares of its common stock as a commitment fee. The 1,750,000 shares of common stock issued were recorded as a debt discount of $32,736 based on the relative fair value method to be amortized over the life of the Note (See Note 8). In connection with the July 2022 GS Capital Note, on July 28, 2022, the Company issued 2,600,000 shares of its common stock as a commitment fee and the Company issued 998,008 shares of its common stock to the placement agent as a fee for the capital raises. The aggregate of 3,598,008 shares of common stock issued were recorded as a debt discount of $34,606 based on the relative fair value method to be amortized over the life of the July 2022 Note (See Note 8). In connection with the September 2022 GS Capital Note, on September 6, 2022, the Company issued 3,300,000 shares of its common stock as a commitment fee and the Company issued 773,626 shares of its common stock to the placement agent as fee for the capital raises. The aggregate of 4,073,626 shares of common stock issued were recorded as a debt discount of $30,326 based on the relative fair value method to be amortized over the life of the September 2022 Note (See Note 8). In connection with the Letter Agreement dated December 15, 2022, to induce GS Capital to extend the due dates of the GS Capital Notes, the Company issued 15,000,000 shares of the Company’s common stock. These shares were valued at $112,500, or $0.0075 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with the issuance of these shares, during the year ended December 31, 2022, the Company recorded an expense of $112,500 which was included in loss on debt extinguishment on the accompanying consolidated statement of operations. 2023 During April and May 2023, the Company issued 21,371,481 shares of its common stock upon the conversion of principal of $62,000, accrued interest of $4,139, and fees of $2,250. In May 2023, the Company issued the Lender 22,000,000 shares of common stock of the Company in exchange for settlement of the remaining $200,000 of the loan and all accrued interest amounting to $317,293, which were deemed paid in full (see Note 8 - BOCO Investment Note) Common Stock Issued for Conversion of Series C Preferred Stock 2022 On January 12, 2022, the Company issued 1,543,151 shares of its common stock upon the conversion of 120 shares of Series C preferred with a stated redemption value of $12,000. The conversion price was based on contractual terms of the related Series C preferred shares. On April 20, 2022, the Company issued 13,184,548 shares of its common stock upon the conversion of 1,020 shares of Series C preferred with a stated redemption value of $102,000. The conversion price was based on contractual terms of the related Series C preferred shares. On December 1, 2022, the Company issued 6,535,274 shares of its common stock upon the conversion of 250 shares of Series C preferred with a stated redemption value of $25,000. The conversion price was based on contractual terms of the related Series C preferred shares. 2023 During the three months ended March 31, 2023, the Company issued 26,585,614 shares of its common stock upon the conversion of 1,014 shares of Series C preferred with a stated redemption value of $101,400. The conversion price was based on contractual terms of the related Series C preferred shares. During the three months ended June 30, 2023, the Company issued 23,157,922 shares of its common stock upon th |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be involved in litigation related to claims arising out of its operations in the normal course of business. As of December 31, 2023, other than discussed below, the Company is not involved in any other pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. On January 20, 2022, we received an Order Directing Examination and Designating Officers to Take Testimony (a “Formal Order”) from the SEC. The Formal Order authorizes that an examination be made to determine whether a stop order should be issued under Section 8(d) of the Securities Act of 1933 with respect to the Company’s Registration Statement on Form S-1, and any supplements and amendments thereto. The Formal Order indicates that the Form S-1 may be deficient in that it may contain untrue statements of material fact or omit to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading concerning, among other things, the Company’s revenue and financial condition. On April 15, 2022, the Company filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The restatement had the cumulative effect of decreasing the Company’s reported revenue for fiscal year 2020 by $102,569 and decreasing the Company’s bad debt expense for the same period by $102,569. There was no effect on the Company’s reported net loss for fiscal year 2020 or on the financial condition of the Company on December 31, 2020. The Company received a subpoena from the SEC on April 25, 2022, requesting all documents and communications concerning the review of C-Bond’s revenue recognition practices for fiscal year 2020. In response, the Company has provided the requested information and its Chief Executive Officer provided his testimony regarding this Formal Order in October 2022. The Company also filed a request to withdraw its Registration Statement on Form S-1 (“S-1”) (File No. 333-261472) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on December 3, 2021. The S-1 related to shares of common stock underlying certain convertible promissory notes held by selling securityholders. The S-1 was not declared effective and no securities were sold in reliance thereon. The Company and its Chief Executive Officer have submitted an offer to settle and close the pending SEC investigation. The Company and its Chief Executive Officer are awaiting a formal response to such offer of settlement. As of December 31, 2023 and based on a proposed settlement, the Company has accrued $175,000 of settlement expense association with this matter, which is reflected in other income (expenses) on the accompanying statement of operations during the year ended December 31, 2023. On March 8, 2021, a former officer of the Company resigned. Both parties alleged certain claims against the other, including with respect to certain compensation claims. Neither party has filed litigation. The Company intends to vigorously defend itself against any possible claims and assert any relevant claims against the former executive and believes it will prevail. As a result of the evidence disclosed and discovered during the aforementioned SEC investigation, the Company has concluded that the actions of the former President and Acting CFO of the Company may be viewed as potentially dishonest and fraudulent. As a result, the Board of Directors of the Company have resolved and taken action in February 2024 to cause the forfeiture of equity and deferred compensation owed/outstanding by said officer and forwarded a formal demand letter to said officer and his wife, the former Controller of the Company. In July 2021, a former consultant of the Company filed a small claims case for approximately $16,000 in Harris County, TX, and the Company filed its response in August 2021. The Company received a civil notice of trial setting for September 7, 2023. On September 7, 2023, the Company and the former consultant entered into a settlement agreement, whereby the Company paid $9,000 as full settlement of this claim. Accordingly, the Company recorded a gain on debt extinguishment of $9,250. As of December 31, 2023 and 2022, the Company had accrued compensation of $0 and $18,250 to this former employee, which was included in accrued compensation on the accompanying consolidated balance sheets. Employment Agreements On October 18, 2017, the Company entered into an employment agreement with Mr. Scott Silverman, pursuant to which he serves as the Chief Executive Officer of the Company for an initial term of three years that extends for successive one-year renewal terms unless either party gives 30-days’ advance notice of non-renewal. As consideration for these services, the employment agreement provides Mr. Silverman with the following compensation and benefits: ● An annual base salary of $300,000, with a 10% increase on each anniversary date contingent upon achieving certain performance objectives as set by the Board. Until the Company raises $1,000,000 in debt or equity financing after entering into this agreement, Mr. Silverman will receive ½ of the base salary on a monthly basis with the other ½ being deferred. Upon the financing being raised, Mr. Silverman will receive the deferred portion of his compensation and his base salary will be paid in full moving forward. ● After the first $500,000 of equity investments is raised by the Company, after entering into this employment agreement, Mr. Silverman will receive a capital raise success bonus of 5% of all equity capital raised from investors/lenders introduced by him to the Company. ● Annual cash performance bonus opportunity as determined by the Board. ● An option to acquire 3,000,000 common shares of the Company, with a strike price of $0.31 per unit. These options vested pro rata on a monthly basis for the term of the employment agreement. On each anniversary, Mr. Silverman will be eligible to be granted a minimum of 500,000 stock options of the Company at a strike price of $0.85 per common unit contingent upon the achievement of certain performance objectives. ● Certain other employee benefits and perquisites, including reimbursement of necessary and reasonable travel and participation in retirement and welfare benefits. The receipt of $1,240,000 in connection with the April 25, 2018 financing triggered the right of the employee to receive the deferred salary and the 5% bonus provision disclosed above. Mr. Silverman’s employment agreement provides that, in the event that his employment is terminated by the Company without “cause” (as defined in his employment agreement), or if Mr. Silverman resigned for “good reasons” (as defined in his new employment agreement), subject to a complete release of claims, he will be entitled to (i) retain all stock options previously granted; and (ii) receive any benefits then owed or accrued along with one year of base salary and any unreimbursed expenses incurred by him. All amounts shall be paid on the termination date. In the event that Mr. Silverman’s employment is terminated by the Company for “cause” (as defined in his employment agreement), or if Mr. Silverman resigned without “good reasons” (as defined in his employment agreement), subject to a complete release of claims, he will be entitled to receive any unpaid base salary and benefits then owed or accrued and any unreimbursed expenses incurred by him. Additionally, if a change of control (as defined in his employment agreement) occurs during the term of this agreement, all unvested stock options will vest in full and if the valuation of the Company in the change of control transaction is greater than $0.85 per common share, then Mr. Silverman shall be paid a bonus equal to two times his minimum base salary and minimum target bonus. Pursuant to the employment agreement, Mr. Silverman will be subject to a confidentiality covenant, a two-year post-termination non-competition covenant and a two-year post-termination non-solicitation covenant. On June 30, 2020, the Company amended the employment agreement of Mr. Silverman to provide for successive one-year extensions until either the executive or the Board of Directors of the Company gives notice to terminate the employment agreement per its terms. This employment agreement amendment also includes an allowance of up to $10,000 per year to cover uncovered medical/dental expenses for Mr. Silverman and his family. On July 21, 2021, the Company entered into the Employment Agreement with Mr. Wanke, the President of Patriot Glass, to serve as the President of C-Bond’s Safety Solutions Group. Under the three-year Employment Agreement, Mr. Wanke will receive a base salary of $240,000 per year, which may be increased from time to time with the approval of the board of directors. In addition, Mr. Wanke may receive an annual bonus as determined by the board of directors. It is understood that although Mr. Wanke’s base salary will be paid by Patriot Glass, 50% of the base salary will be allocated to the expenses of Patriot Glass, and the other 50% of the base salary will be allocated to the expenses of the Company. The term of this Agreement (the “Initial Term”) shall begin as of July 21, 2021 (the “Effective Date”) and shall end on the earlier of (i) the third anniversary of the Effective Date and (ii) the time of the termination of the Executive’s employment in accordance with the Employment Agreement. This Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Executive provide notice to the other Party of their desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. All unvested shares of stock and stock options shall expire upon such termination, if any. The Executive shall be eligible for an annual bonus payment in an amount to be determined by the Board of Directors of the Company (the “Bonus”). The Bonus shall be determined and payable based on the achievement of certain performance objectives of the Company as established by the Board and communicated to and agreed to by the Executive in writing as soon as practicable after commencement of the year in respect of which the Bonus is paid. The Bonus, if earned, is payable in cash and/or restricted stock at the discretion of the Board. It is understood between the Parties that the target bonus for each year shall be up to 50% of the Base Salary. On December 7, 2022, the Company’s board of directors approved a bonus to certain officers in the aggregate amount of $160,000. This bonus was paid 10% in cash of $16,000, which was paid in December 2022, and 90% in equity amounting to $144,000 which as of December 31, 2022 had been accrued and as of December 31, 2022, was included in accrued compensation on the accompanying consolidated balance sheet. On January 17, 2023, the Board of Directors of the Company agreed to satisfy $144,000 of the bonus owed to its executive officers (collectively, the “Management”). Management agreed to accept 144 shares of the Company’s Series B convertible preferred stock in settlement of this accrued compensation (See Note 9). On December 7, 2023, the Company’s board of directors approved a bonus to two officers in the aggregate amount of $480,000. For the bonus approved for Mr. Silverman, which amounted to $300,000, this bonus was paid 50%, or $150,000, in cash, which was paid in December 2023, and 50% in equity amounting to $150,000 which as of December 31, 2023 has been accrued and as of December 31, 2023, is included in accrued compensation on the accompanying consolidated balance sheet. For the bonus approved for Ms. Tomek, which amounted to $180,000, this bonus is to be paid 10% in cash of $18,000 and 90% in equity amounting to $162,000, which as of December 31, 2023 has been accrued and as of December 31, 2023, is included in accrued compensation on the accompanying consolidated balance sheet. On January 2, 2024, the Board of Directors of the Company agreed to satisfy the aggregate of $312,000 of the bonus owed to these executive officers (collectively, the “Management”). Management agreed to accept an aggregate of 312 shares of the Company’s Series B convertible preferred stock in settlement of this accrued compensation (See Note 18). Anti-dilution rights related to C-Bond Systems, LLC Prior to the Merger, C-Bond Systems, LLC entered into certain contracts, described below, which provided certain anti-dilution protection to the counterparties to those contracts. The Company believes that these contracts do not apply to any future issuances of equity by C-Bond Systems, Inc. In 2013, pursuant to a subscription agreement, the Company’s subsidiary. C-Bond Systems, LLC issued 2,425,300 common shares. To the extent that during the term of the agreement C-Bond Systems, LLC issues any “down-round” or subsequent investments based upon an enterprise value of less than $2,000,000 (“Dilutive Transaction”) (other than an issuance pursuant to an option agreement with an employee or otherwise to compensate an employee, or incident to an acquisition of assets by C-Bond Systems, LLC in which common units were issued to the seller of such assets) contemporaneously with the Dilutive Transaction, the contract obligated C-Bond Systems, LLC to issue the investor additional common units in C-Bond Systems, LLC in an amount which would provide them with the ownership percentage interest which they would have held in C-Bond Systems, LLC represented by the common units purchased by them on this date. In 2015, pursuant to a subscription agreement, C-Bond Systems, LLC issued 3,880,480 common shares to an entity at $0.77 per common share. This agreement entitled the subscriber to anti-dilution protection to the extent that C-Bond Systems, LLC issued any equity in a “down-round” based upon a value of less than $0.77 per common unit of C-Bond Systems, LLC (other than an issuance pursuant to an option agreement with an employee or consultant or otherwise to compensate an employee or consultant, or incident to an acquisition of assets by C-Bond Systems, LLC in which common units are issued to the seller of such assets (“Dilutive Transaction”)). Contemporaneously with the Dilutive Transaction, the contract obligated C-Bond Systems, LLC to issue the Subscriber additional common units in C-Bond Systems, LLC in an amount which would provide the investor with the ownership percentage interest in C-Bond Systems, LLC on a fully diluted basis which Subscriber held immediately prior to the Dilutive Transaction. In 2016, pursuant to a subscription agreement, C-Bond Systems, LLC issued 1,175,902 common shares to an entity at $0.85 per common share. This agreement entitled this investor to customary broad-based weighted average anti-dilution protection to the extent that after the date of this subscription agreement C-Bond Systems, LLC issued any equity in a “down round” based upon a value of less than $0.85 per common share, including the issuance of options with an exercise price per share of less than $0.85 to compensate employees or consultants (“Dilutive Transaction”), subject to exclusions for issuances of common shares or options in connection with strategic partnerships, equity kickers to lenders or vendors, mergers or acquisitions. The agreement obligated C-Bond Systems, LLC to give to this investor written notice (an “Issuance Notice”) of any proposed issuance by C-Bond Systems, LLC of any C-Bond Systems, LLC common units, or other form of equity interest (excluding issuances of C-Bond Systems, LLC options or other equity to compensate employees or consultants and the issuance of shares in connection with strategic partnerships, equity kickers to lenders or vendors, mergers or acquisitions) at least ten business days prior to the proposed issuance date. This contract entitled the investor to purchase their pro rata portion of such shares or other equity interest of C-Bond Systems, LLC at the price and on the other terms and conditions specified in the issuance notice. Option to purchase 20% of Patriot Glass In connection with the Exchange Agreement with Patriot Glass and the Patriot Glass Shareholder (See Note 1), the Company had the option to acquire the remaining 20% of Patriot Glass’s issued and outstanding membership interests in exchange for a number of shares of the Company’s common stock equal to 300% of Patriot Glass’s average EBIT value, divided by the price of the Company’s common stock as defined in the Exchange Agreement. On September 20, 2023, the Company and the Patriot Glass Shareholder entered into an amendment to the Exchange Agreement (the “Amended Exchange Agreement”). Pursuant to the Amended Exchange Agreement, the Company shall have the option (the “Option”), beginning on July 1, 2025 (the “Option Start Date”) and ending on 5:00 P.M. EST on the date that is thirty calendar days after the Option Start Date (the “Option Period”), to acquire the remaining 20% of Patriot Glass Units (the “Additional Units”), representing 20% of Patriot Glass’s issued and outstanding membership interests, collectively (the “Additional Closing”). If the Company exercises the Option, the Company shall acquire the Additional Units in exchange for (i) a number of shares of Company Common Stock equal to (a) the Share Value (as defined below) divided by (b) the Additional Closing Share Price (as defined below) (the “Additional Closing Exchange Shares”), and (ii) a cash payment equal to the Net Income (as below). “Total EBIT Value” shall mean the sum of (i) Patriot Glass’s net income, before income tax expense and interest expense have been deducted, for the period beginning on July 1, 2023 and ending on June 30, 2025 plus (ii) $240,000. “EBIT Value” shall mean the Total EBIT Value divided by two (2). “Share Value” shall mean (i) 300% of the EBIT Value (the “Triple EBIT Value”), minus (ii) the Net Income. “Net Income” shall mean Patriot Glass’s net income, after income tax expense and interest expense have been deducted, for the period beginning on July 1, 2023 and ending on June 30, 2025. Any salary paid by Patriot Glass, including but not limited to any salary paid to the Patriot Glass Shareholder, shall not be included in Net Income. If the Company Common Stock is quoted or listed for trading on a Trading Market on July 1, 2025, then “Additional Closing Share Price” shall mean the average of all of the closing prices of Company Common Stock on such Trading Market during the calendar month of June 2024. M&A advisory agreement On October 18, 2023, the Company and Maxim Group LLC (“Maxim”) entered into an engagement letter, whereby Maxim was engaged as the Company’s exclusive financial advisor to perform merger and acquisition advisory services. Either Maxim or the Company may terminate this Agreement at any time upon thirty (30) days’ prior written notice to the other party after the six (6) month anniversary of this Agreement. The Company paid Maxim a one-time non-refundable cash fee of $25,000 due promptly upon execution of the Agreement (the “Retainer”). The Retainer shall be creditable against the Success Fee. If during the term of this Agreement a Transaction is consummated or the Company enters into an agreement regarding a Transaction (which is consummated subsequent to the completion of the Term), a fee (the “Success Fee”) will be payable in U.S. dollars upon the closing of the Transaction to Maxim equal to six and a half percent (6.5%) of the Consideration (as defined hereinafter), provided however |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 11 – CONCENTRATIONS Concentrations Of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash deposits. The Company places its cash in banks at levels that, at times, may exceed federally insured limits. On December 31, 2023, the Company had cash in bank in excess of FDIC insured levels of $322,007. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Any material loss that the Company may experience in the future could have an adverse effect on its ability to pay its operational expenses or make other payments and may require the Company to move its cash to other high quality financial institutions. T Geographic Concentrations of Sales During the years ended December 31, 2023 and 2022, all sales were in the United States. Customer Concentrations For the year ended December 31, 2023, one customer accounted for approximately 10.8% of total sales. For the year ended December 31, 2022, no customer accounted for over 10% of total sales. On December 31, 2023, two customers accounted for 41.8% (29.5% and 12.3%, respectively) of the total accounts receivable balance. On December 31, 2022, three customers accounted for 41.1% (10.3%, 19.3% and 11.5%, respectively) of the total accounts receivable balance. Vendor concentrations Generally, the Company purchases substantially all of its inventory from four suppliers. The loss of these suppliers may have a material adverse effect on the Company’s consolidated results of operations and financial condition. However, the Company believes that, if necessary, alternate vendors could supply similar products in adequate quantities to avoid material disruptions to operations. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 – SEGMENT REPORTING Through May 8, 2023, the date that the Company entered into an Asset Purchase Agreement with Apex Protect GPS, LLC agreed to sell its C-Bond nanoShield™ product line (See Note 16), the Company operated in two reportable business segments - (1) the manufacture and sale of a windshield strengthening water repellent solution as well as a disinfection product, and the sale of multi-purpose glass strengthening primer and window film mounting solutions, including ballistic-resistant film systems and a forced entry system (the “C-Bond Segment”), and (2) the distribution and installation of window film solutions (the “Patriot Glass Segment”). The Company’s reportable segments were strategic business units that offered different products. They were managed separately based on the fundamental differences in their operations and locations. Upon the sale of the C-Bond nanoShield™ business, the legacy C-Bond business is being conducted through Patriot Glass in order to combine administrative functions and they are now being managed together. Information with respect to these reportable business segments for the years ended December 31, 2023 and 2022 was as follows: For the Year Ended 2023 2022 Revenues: C-Bond $ 124,372 $ 378,736 Patriot Glass 2,364,121 1,853,910 2,488,493 2,232,646 Depreciation and amortization: C-Bond 570 7,109 Patriot Glass 88,289 82,110 88,859 89,219 Interest expense: C-Bond 357 23 Patriot Glass 34,566 20,212 Other (a) 440,507 1,599,854 475,430 1,620,089 Net income (loss): C-Bond (912,436 ) (1,097,069 ) Patriot Glass (44,289 ) (192,566 ) Other (a) 2,843,532 (3,866,843 ) $ 1,886,807 $ (5,156,478 ) December 31, December 31, Identifiable long-lived tangible assets on December 31, 2023 and 2022 by segment: C-Bond $ - $ 1,684 Patriot Glass 171,606 94,622 $ 171,606 $ 96,306 (a) The Company does not allocate any general and administrative or financing expenses of its holding company activities to its reportable segments, because these activities are managed at the corporate level. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | NOTE 13 – REVENUE RECOGNITION Prior to the sale of the Company’s C-Bond segment in May 2023, the revenue that the Company recognized arose from purchase requests the Company received from its customers. The Company’s performance obligations under purchase orders or by a verbal order correspond to each shipment of product that the Company makes to its customer under the purchase order or verbal order. As a result, each purchase order or verbal order generally contains more than one performance obligation based on the number of products ordered, the quantity of product to be shipped and the mode of shipment requested by the customer. Control of the Company’s products transfers to its customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, the Company’s products, which generally occurs at the later of when the customer obtains title to the product or when the customer assumes risk of loss of the product. The transfer of control generally occurs at the time of shipment from the Company’s warehouse. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. In connection with the Company’s C-Bond segment, when the Company receives a purchase order or verbal order from a customer, the Company is obligated to provide the product during a mutually agreed upon time period. Depending on the terms of the purchase order or verbal order, either the Company or the customer arranges delivery of the product to the customer’s intended destination. In situations where the Company has agreed to arrange delivery of the product to the customer’s intended destination and control of the product transfers upon loading of the Company’s product onto transportation equipment, the Company has elected to account for any freight income associated with the delivery of these products as freight revenue, since this activity fulfills the Company’s obligation to transfer the product to the customer. In connection with the Company’s Patriot Glass segment, the revenue that the Company recognizes arises from purchase requests the Company receives from its customers. The Company’s performance obligations under purchase order or a signed proposal correspond to each job for the distribution and installation of window film solutions. As a result, each purchase order or signed proposal generally may contain more than one performance obligation based on the specific job. Control of the Company’s products transfers to its customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, the Company’s products, which generally occurs when the job or a specific portion of the job is completed. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Revenues from contracts for the distribution and installation of window film solutions are recognized over time on the basis of the Company’s estimates of the progress towards completion of contracts using various output of input methods including (1) the ratio of number of labor hours spent compared to the number of estimated labor hours to complete a job, (2) using the milestone method, or (3) using a units completed method. These methods are used because management considers these methods to be the best available measure of progress on these contracts. Transaction Price The Company agrees with its customers on the selling price of each transaction. This transaction price is generally based on the product, market conditions, including supply and demand balances, labor costs, and freight. In the Company’s C-Bond contracts with customers, the Company allocates the entire transaction price to the sale of product to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Returns of the Company’s product by its customers are permitted only when the product is not to specification and were not material for the years ended December 31, 2023 and 2022. Any sales tax, value added tax, and other tax the Company collects concurrently with its revenue-producing activities are excluded from revenue. Revenue Disaggregation The Company tracks its revenue by product. The following table summarizes our revenue by product for the years ended December 31, 2023 and 2022: For the Years Ended 2023 2022 C-Bond Secure multi-purpose and BRS ballistic resistant glass protection systems $ 9,709 $ 17,311 C-Bond Nanoshield solution sales 112,413 345,470 Disinfection products - 10,880 Window tint installation and sales recognized over time 2,364,121 1,853,910 Freight and delivery 2,250 5,075 Total $ 2,488,493 $ 2,232,646 |
Operating Lease Right-of-Use (_
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liabilities [Abstract] | |
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES | NOTE 14 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES In October 2019, the Company entered into an 18-month lease agreement for the lease of office and warehouse space under a non-cancelable operating lease through May 31, 2021. From the lease commencement date of December 1, 2019 until November 30, 2020, monthly rent shall be $4,444 and from December 1, 2020 to May 31, 2021, monthly rent shall be $4,577 per month. On May 12, 2021 and effective June 1, 2021, the Company entered into an amendment to the lease which extended the lease for one year until May 31, 2022 at a monthly base rent of $5,283. On May 4, 2022 and effective June 1, 2022, the Company entered into an amendment to the lease which extended the lease for three years until May 31, 2025. On June 15, 2023, in connection with the sale of the Company’s nanoShield product line, the purchaser assumed the operating lease and the Company vacated the premises. In connection with the 2021 Exchange Agreement between in the Company and Patriot Glass, the Company was named as guarantor (“Guarantor”) of a Commercial Lease Agreement dated July 21, 2021, by and between landlord MDW Management, LLC, a company owned by Mr. Wanke and his wife and tenant Patriot Glass d/b/a A-1 Glass (the “Lease”). The term of the Lease is 60 months, at a minimum monthly rent of $5,600 (not including tax), with two five-year options for the tenant to renew. The Company’s obligation as Guarantor of the Lease will terminate upon the occurrence of earlier of the following: (i) the date of Guarantor’s acquisition of 100% of the ownership interests of Patriot Glass; (ii) the date that Guarantor beneficially owns less than an eighty percent (80%) ownership interest in Patriot Glass; or (iii) two (2) years from and after the effective date of the guaranty. During the year ended December 31, 2023, the Company’s obligation as Guarantor expired. In September 2021, the Company entered into a 48-month lease agreement for the lease of office equipment under a non-cancelable operating lease through September 2025. The monthly base rent is $365 per month. This lease has been assumed by CB NANOSHIELD LLC as part of its purchase of the nanoShield Assets (see Note 16). In February 2022, the Company entered into a 36-month lease agreement for the lease of a vehicle under a non-cancelable operating lease through January 2025. The monthly base rent is $788 per month. In adopting ASC Topic 842, Leases (Topic 842) on January 1, 2019, the Company had elected the ‘package of practical expedients’, which permitted it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Upon signing of new leases for property and equipment, the Company analyzed the new leases and determined it is required to record a lease liability and a right of use asset on its consolidated balance sheets, at fair value. During the years ended December 31, 2023 and 2022, in connection with its property operating leases, the Company recorded rent expense of $101,501 and $167,875 respectively, which is expensed during the year and included in general and administrative expenses on the accompanying consolidated statements of operations. The significant assumption used to determine the present value of the lease liabilities in February 2022 was a discount rate of 6.79% which was based on the Company’s estimated incremental borrowing rate. On December 31, 2023 and 2022, right-of-use asset (“ROU”) is summarized as follows: December 31, December 31, Office leases and office equipment right of use assets $ 279,162 $ 480,293 Less: accumulated amortization (120,678 ) (104,881 ) Balance of ROU assets $ 158,484 $ 375,412 On December 31, 2023 and 2022, operating lease liabilities related to the ROU assets are summarized as follows: December 31, December 31, Lease liabilities related to office leases right of use assets $ 157,752 $ 376,566 Less: current portion of lease liabilities (60,503 ) (117,671 ) Lease liabilities – long-term $ 97,249 $ 258,895 On December 31, 2023, future minimum base lease payments due under non-cancelable operating leases are as follows: Twelve months ended December 31, Amount 2024 $ 75,866 2025 67,988 2026 39,200 Total minimum non-cancelable operating lease payments 183,054 Less: discount to fair value (25,302 ) Total lease liability on December 31, 2023 $ 157,752 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS Note Payable - Related Party On May 2, 2022, the Company entered into a Promissory Note (the “May 2022 Note”) in the principal amount of $250,000 with the Company’s chief executive officer. The May 2022 Note was funded in May 2022 and the Company received net proceeds of $250,000. The May 2022 Note bears interest at a rate of 6% per annum and all outstanding principal and accrued and unpaid interest is due on May 2, 2024. At any time, the Company may prepay all or any portion of the principal amount of the May 2022 Note and any accrued and unpaid interest without penalty. For the year ended December 31, 2023, interest expense – related party amounted to $5,663. In May 2023, the Company repaid $200,000 of the May 2022 Note. In August 2023, the Company repaid the remaining $50,000 of the May 2022 Note and repaid accrued interest of $15,690. On December 31, 2023, the principal amount due and accrued interest payable - related party amounted to $0. On December 31, 2022, the principal amount due and accrued interest payable - related party amounted to $250,000 and $10,027, respectively. |
Sale of Nanoshield Product Line
Sale of Nanoshield Product Line | 12 Months Ended |
Dec. 31, 2023 | |
Sale of Nanoshield Product Line [Abstract] | |
SALE OF NANOSHIELD PRODUCT LINE | NOTE 16 – SALE OF NANOSHIELD PRODUCT LINE On May 8, 2023, the Company entered into an Asset Purchase Agreement (the “APA”) with Apex Protect GPS, LLC (the “Buyer”), a Texas limited liability company, whereby the Company agreed to sell its C-Bond nanoShield™ product line, including intangible assets, intellectual property, work in process, furniture, fixtures, equipment, inventory and other physical assets of the Company’s C-Bond nanoShield division (the “Assets”) to the Buyer for a purchase price of $4,000,000 in cash (the “Transaction”). The Transaction closed on May 8, 2023. Following the Closing, the parties entered into an Assignment and Agreement to Re-Execute (“Assignment”) on June 15, 2023, by and among the Company; Apex Protect GPS, LLC, (“Assignor”) and CB Nanoshield, LLC, (“Assignee”), whereby the Assignor assigned all its right to the (i) APA; (ii) Bill of Sale (iii) IP Agreements; and (iv) and any memorandums, schedules and exhibits related to the foregoing to Assignee. The Assets were sold and transferred to buyer by means of (i) with respect to the physical assets, a Bill of Sale; and (ii) with respect to intangible assets or intellectual property, a Patent and Trademark Assignment Agreement, a Patent and Know-How License Agreement, and a Patent License-Back Agreement. The APA contains customary representations, warranties, and covenants by each party including, among other things, that no bankruptcy or similar insolvency proceeding under state or federal law has been filed, or is currently being contemplated, with respect to the Company; that the Company has provided the Seller a true and accurate list of each of the following items of Intellectual Property which comprises a part of the Assets, including, among other things, patents and trademarks (the “Sold Intellectual Property”); and that the Company has good, valid, and legal title to, and is the sole and exclusive owner of all rights, title and interest in and to, the Sold Intellectual Property, free and clear of all liens. Under the terms of the APA, the Parties entered into a Patent and Trademark Assignment Agreement, whereby the Company conveyed, transferred, and assigned to Buyer, among other assets, the C-Bond nanoShield trademark (the “Trademark”) and U.S. Patent No. 11,155,491 B2 (the “C-Bond nanoShield Patent”), and the Company agreed to execute and deliver an assignment of the Trademark and C-Bond nanoShield Patent, for recording with governmental authorities including, but not limited to, the U.S. Patent and Trademark Office. The Parties also entered into a Patent and Know-How License Agreement whereby the Company granted to the Buyer a non-transferable, non-sub-licensable, exclusive right and license to four patents owned by the Company and licensed know-how to make, have made, use, offer to sell, sell and import glass and other products and components used in or in relation to the manufacture and operation of civilian, agricultural or military vehicles and equipment (the “Licensed Product”) in the United States and its legal territories. Lastly, the Parties entered into a Patent License-Back Agreement whereby the Buyer agreed to grant to the Company a perpetual, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license to the C-Bond nanoShield Patent, for all uses and applications except for any that involve, market to, sell to, do business with, provide related goods or services to, or are consumed by any uses and applications of the patented technology within the civilian or military automotive, vehicle and/or transportation industry. The Patent License-Back Agreement also stipulates that all improvements made by either Party to the technology covered by the C-Bond nanoShield Patent shall be owned by the Buyer. In the event that the Company desires to utilize such improvements to the C-Bond nanoShield Patent made by either Party, the Parties hereby agree that they will negotiate in good faith a separate license agreement having pricing and other terms and conditions that are mutually acceptable to both Parties. Following the Closing, the Parties completed a transaction wherein the Company assigned to Buyer, and Buyer took assignment from the Company, the lease for the premises located at 6035 South Loop East, Houston, Texas 77033 (the “Lease”) pursuant to a lease assignment and assumption agreement as agreed to by the Parties and the lessor pursuant to the Lease. In connection with the APA, the Company received net proceeds of $1,989,755, after the repayment and settlement of notes payable and convertible notes payable as follows: 1) The Company repaid and settled the BOCO Investments, LLC Note (See Note 8) with a principal balance of $400,000 and accrued interest payable of $317,293 for a cash payment of $200,000 and the issuance of 22,000,000 shares of the Company’s common stock (See Note 8 and 9). 2) The Company repaid GS Capital Partners, LLC $419,260 for notes dated June 23, 2022, July 26, 2022, and September 6, 2022 (collectively, the “GS Notes”), and GS Capital Partners, LLC deemed the GS Notes paid in full (See Note 8). 3) The Company repaid Mercer Street Global Opportunity Fund, LLC (“Mercer”) $271,825 for notes dated March 14, 2022 and November 22, 2022 (collectively, the “Secured Mercer Notes”) (See Note 7). 4) The Company repaid Jeff Badders $875,000 for notes dated May 5, 2021, November 8, 2022, and April 4, 2023 (See Note 8). 5) The Company repaid 1800 Diagonal Lending, LLC $288,035 for notes dated November 4, 2022, December 27, 2022, and March 17, 2023 (collectively, the “1800 Diagonal Notes”), and 1800 Diagonal Lending, LLC deemed the 1800 Diagonal Notes paid in full (See Note 7). 6) The Company repaid its CEO $250,000 for the note dated May 2, 2022, and the CEO deemed the note paid in full. In accordance with ASC 205-20, the sale of the C-Bond nanoShield product line was not reported in discontinued operations since the disposal did not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The C-Bond nanoShield product line was only a component of the C-Bond segment which comprised of operations and cash flows that were not clearly distinguished, operationally and for financial reporting purposes, from the rest of the C-Bond segment. In connection with the sale of the C-Bond nanoShield product line, the Company recorded a gain from the sale of the product line of $4,051,709. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 17 - INCOME TAXES The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2023 and 2022 consist only of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 Income tax expense (benefit) at U.S. statutory rate $ 396,229 $ (1,081,240 ) Non-deductible expenses (64,617 ) 506,677 Change in valuation allowance (331,612 ) 574,563 Total provision for income tax $ - $ - The Company’s approximate net deferred tax asset as of December 31, 2023 and 2022 was as follows: Deferred Tax Asset: December 31, December 31, Net operating loss carryforward $ 2,176,983 $ 2,512,665 Allowance for bad debt 4,070 - Total deferred tax asset before valuation allowance 2,181,053 2,512,665 Valuation allowance (2,181,053 ) (2,512,665 ) Net deferred tax asset $ - $ - The net operating loss carryforward was approximately $10,386,000 on December 31, 2023. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2023 and 2022 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended December 31, 2023, the valuation allowance decreased by $331,612. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The potential tax benefit arising from the loss carryforward may be carried forward indefinitely subject to usage limitations. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2023, 2022 and 2021 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Issuance of Series B preferred stock for accrued compensation and compensation On January 2, 2024, the Board of Directors of the Company agreed to satisfy $312,000 of accrued compensation owed to its executive officers (collectively, the “Management”) as of December 31, 2023, which was included in accrued compensation on the accompanying consolidated balance sheet. Management agreed to accept 312 shares of the Company’s Series B convertible preferred stock in settlement of this accrued compensation. On January 2, 2024, the Board of Directors of the Company agreed to issue 50 shares of the Company’s Series B convertible preferred stock to a director for services rendered. Common Stock Issued for Conversion of Series C Preferred Stock On February 1, 2024, the Company issued 5,772,973 shares of its common stock upon the conversion of 200 shares of Series C preferred with a stated redemption value of $20,000. The conversion price was based on contractual terms of the related Series C preferred shares. On March 1, 2024, the Company issued 5,781,562 shares of its common stock upon the conversion of 200 shares of Series C preferred with a stated redemption value of $20,000. The conversion price was based on contractual terms of the related Series C preferred shares. Promissory Note On March 1, 2024, the Company executed a Promissory Note (“Note”) in favor of 1800 Diagonal Lending LLC (the “Investor”) in the aggregate principal amount of $157,000 (the “Principal”), and an accompanying Securities Purchase Agreement (“SPA”). Only in the event of a default, as discussed below, is the Note convertible into shares of the Company’s common stock. The Note was funded on March 4, 2024, in the amount of $125,000, which is net of an original issue discount of $13,000 and a one-time interest charge of approximately $19,000. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) was applied on the issuance date to the Principal. Under the terms of the Note, the Company is required to make monthly payments as outlined in the Note, beginning on August 30, 2024 and the Note matures on December 30, 2024. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid (“Default Interest”). Monthly payment shall be as follows: Payment Date August 30, 2024 $ 87,920 September 30, 2024 $ 21,980 October 30, 2024 $ 21,980 November 30, 2024 $ 21,980 December 30, 2024 $ 21,980 Total $ 175,840 Among other things, an event of default (“Event of Default”) shall occur if the Company fails to pay the principal or interest when due on the Note, whether at maturity, upon acceleration or otherwise. Upon the occurrence of any Event of Default, the Note shall become immediately due and payable and the Company shall pay to the Investor, in full satisfaction of its obligations hereunder, an amount equal to 220% times the sum of the then outstanding principal amount of this Note plus accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus Default Interest, if any. At any time following an Event of Default, the Holder shall have the right to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of the Company’s Common Stock. The conversion price (the “Conversion Price”) shall be the greater of $0.0025 per share (the “Fixed Conversion Price”) or 65% multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35%) (the “Variable Conversion Price”). At no time may the Note be converted into shares of our common stock if such conversion would result in the Investor and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 1,886,807 | $ (5,156,478) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include the financial statements of its wholly owned subsidiary, C-Bond Systems, LLC, and its 80% owned subsidiary, Patriot Glass. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had net income of $1,886,807 for the year ended December 31, 2023, which included a gain from the sale of the Company’s nanoShield product line of $4,051,709. Net cash used in operations was $1,602,218 for the year ended December 31, 2023. Additionally, as of December 31, 2023, the Company had an accumulated deficit, shareholders’ deficit, and working capital deficit of $60,851,714, $4,324,535 and $1,351,954, respectively. On May 8, 2023, the Company sold its nanoShield product line and received proceeds of $4,042,631. The proceeds were used to repay convertible notes payable, notes payable and related accrued interest. On December 31, 2023, the Company had cash of $736,461. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares and preferred shares, and from the issuance of promissory notes and convertible promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates during the years ended December 31, 2023 and 2022 include estimates for allowance for doubtful accounts on accounts receivable, the estimates for obsolete or slow moving inventory, estimates used in the calculation of progress towards completion on uncompleted jobs, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, the estimate of the fair value lease liability and related right of use asset, the valuation of redeemable and mandatorily redeemable preferred stock, the value of beneficial conversion features and deemed dividends, the valuation allowances for deferred tax assets, and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, contract assets and liabilities, notes payable, convertible note payable, accounts payable, accrued expenses, accrued compensation, and lease liabilities approximate their fair market value based on the short-term maturity of these instruments. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and 2022. |
Accounts Receivable | Accounts Receivable The Company recognizes an allowance for losses on accounts receivable and notes receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts and notes receivable considered at risk or uncollectible. On January 1, 2023, the Company adopted ASC 326, “Financial Instruments - Credit Losses”. In accordance with ASC 326, an allowance is maintained for estimated forward-looking losses resulting from the possible inability of customers to make required payments (current expected losses). The amount of the allowance is determined principally on the basis of past collection experience and known financial factors regarding specific customers. The expense associated with the allowance for doubtful accounts on accounts receivable is recognized in general and administrative expenses. |
Inventory | Inventory Inventory, consisting of raw materials and finished goods, are stated at the lower of cost and net realizable value utilizing the first-in, first-out (FIFO) method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives, which range from one to seven years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Any goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets may have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets are being amortized over a useful life of 5 years. Goodwill is not subject to amortization but is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. To test goodwill impairment, the Company first assesses qualitative factors to determine whether it is more likely than not Intangible assets determined to have finite lives are amortized over their estimated useful lives of 5 years. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. As of December 31, 2023 and 2022, the Company performed its annual goodwill impairment test for its one reporting unit. The results of the Company’s annual impairment test indicated that the fair value of the reporting unit exceeded its carrying value. Therefore, no impairment of goodwill or intangibles assets was recorded as of December 31, 2023 or 2022. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Warranty Liability | Warranty Liability The Company provides limited warranties on its products for product defects for periods ranging from 12 months to the life of the product. Warranty costs may include the cost of product replacement, refunds, labor costs and other costs. Allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product warranty claim rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets and amounted to $1,000 and $26,648 on December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, warranty costs were de minimis. |
Revenue Recognition | Revenue Recognition The Company follows ASC Topic 606, Revenue from Contracts with Customers The Company sells its products which include standard warranties primarily to distributors and authorized dealers. Product sales are recognized at a point in time when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation. Revenues from contracts for the distribution and installation of window film solutions are recognized over time on the basis of the Company’s estimates of the progress towards completion of contracts using various output or input methods depending on the type of contract terms including (1) the ratio of number of labor hours spent compared to the number of estimated labor hours to complete a job, (2) using the milestone method, or (3) using a units completed method. These methods are used because management considers these to be the best available measure of progress on these contracts. We use the same method for similar types of contracts. The asset, “contract assets” represents revenues recognized in excess of amounts billed. The liability, “contract liabilities,” represents billings in excess of revenues recognized. |
Cost of Sales | Cost of Sales Cost of sales includes inventory costs, packaging costs and warranty expenses. Cost of revenues from fixed-price contracts for the distribution and installation of window film solutions include all direct material, sub-contractor, labor and certain other direct costs, as well as those indirect costs related to contract performance, such as indirect labor and fringe benefits. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions and estimated profitability may result in revisions to cost and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses and amounted to $16,288 and $45,455 for the years ended December 31, 2023 and 2022, respectively. Shipping and handling costs charged to customers are included in sales. |
Research and Development | Research and Development Research and development costs incurred in the development of the Company’s products are expensed as incurred and includes costs such as labor, materials, and other allocated costs incurred. For the years ended December 31, 2023 and 2022, research and development costs incurred in the development of the Company’s products were $0. |
Advertising Costs | Advertising Costs The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the years ended December 31, 2023 and 2022, advertising costs charged to operations were $31,743 and $69,737, respectively and are included in general and administrative expenses on the accompanying consolidated statements of operations. These advertising expenses do not include cooperative advertising and sales incentives which shall been deducted from sales. |
Federal and State Income Taxes | Federal and State Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment |
Leases | Leases The Company accounts for leases in accordance with ASC 842. The lease standard requires certain leases to be reported on the consolidated balance sheets as right-of-use assets and lease liabilities. The Company elected the practical expedients permitted under the transition guidance of this standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company does not reassess whether any contracts entered into prior to adoption are leases or contain leases. The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. The Company does not have any finance leases as of December 31, 2023 and 2022. The Company’s leases generally have terms that range from three to four years for property and equipment and five years for property. The Company elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term. When the Company has the option to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, the Company considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. |
Loss Per Common Share | Loss Per Common Share ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of stock options and non-vested forfeitable shares (using the treasury stock method) and shares issuable upon conversion of preferred shares and convertible notes payable (using the as-if converted method). These common share equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net income (loss) per common share: Year Ended 2023 2022 Net income (loss) per common share - basic: Net income (loss) attributable to common shareholders $ 1,841,470 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Net income (loss) per common share – basic $ 0.00 $ (0.02 ) Net income (loss) per common share - diluted: Net income (loss) attributable to common shareholders - basic $ 1,841,470 $ (5,178,055 ) Add: preferred stock dividends 54,195 - Add: interest of convertible debt 186,536 - Numerator for income (loss) per common share – diluted $ 2,082,201 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Add: dilutive shares related to: Convertible debt 1,220,101,111 - Series B preferred 376,239,688 - Series C preferred 438,151,351 - Weighted average common shares outstanding – diluted 2,524,605,528 308,121,062 Net income (loss) per common share – diluted $ 0.00 $ (0.02 ) For the year ended December 31, 2022, all potentially dilutive common shares were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net losses. For the year ended December 31, 2023, stock options and warrants were excluded from the computation of diluted common shares outstanding as they would have an anti-dilutive impact on the Company’s net income. As of December 31, 2023 and 2022, common share equivalents and potentially dilutive securities consisted of the following: December 31, 2023 2022 Stock options 8,445,698 8,445,698 Warrants 34,000,000 34,000,000 Series B preferred stock 335,772,090 164,635,079 Series C preferred stock 438,151,351 432,250,000 Convertible debt 1,220,101,111 962,679,774 Non-vested, forfeitable common shares - 16,970,120 2,036,470,250 1,618,980,671 |
Segment Reporting | Segment Reporting From January 1, 2022 to May 8, 2023, the Company operated in two reportable business segments which consisted of (1) the manufacture and sale of a windshield strengthening water repellent solution as well as disinfection products, and the sale of multi-purpose glass strengthening primer and window film mounting solutions, including ballistic-resistant film systems and a forced entry system, and (2) the distribution and installation of window film solutions. The Company’s reportable segments were strategic business units that offered different products and were managed separately based on the fundamental differences in their operations and locations. On May 8, 2023, the Company sold its C-Bond nanoShield™ product line and the remaining segment (1) as described above was combined into segment (2) and is now being managed together (see Note 16). |
Noncontrolling Interest | Noncontrolling Interest The Company accounts for noncontrolling interest in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total shareholders’ deficit on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest be clearly identified and presented on the face of the consolidated statements of operations. |
Risk and Uncertainties | Risk and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer and commercial demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the business, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s products and services. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic And Diluted Net Income (Loss) Per Common Share | The following table presents a reconciliation of basic and diluted net income (loss) per common share: Year Ended 2023 2022 Net income (loss) per common share - basic: Net income (loss) attributable to common shareholders $ 1,841,470 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Net income (loss) per common share – basic $ 0.00 $ (0.02 ) Net income (loss) per common share - diluted: Net income (loss) attributable to common shareholders - basic $ 1,841,470 $ (5,178,055 ) Add: preferred stock dividends 54,195 - Add: interest of convertible debt 186,536 - Numerator for income (loss) per common share – diluted $ 2,082,201 $ (5,178,055 ) Weighted average common shares outstanding – basic 490,113,378 308,121,062 Add: dilutive shares related to: Convertible debt 1,220,101,111 - Series B preferred 376,239,688 - Series C preferred 438,151,351 - Weighted average common shares outstanding – diluted 2,524,605,528 308,121,062 Net income (loss) per common share – diluted $ 0.00 $ (0.02 ) |
Schedule of Common Share Equivalents and Potentially Dilutive Securities | As of December 31, 2023 and 2022, common share equivalents and potentially dilutive securities consisted of the following: December 31, 2023 2022 Stock options 8,445,698 8,445,698 Warrants 34,000,000 34,000,000 Series B preferred stock 335,772,090 164,635,079 Series C preferred stock 438,151,351 432,250,000 Convertible debt 1,220,101,111 962,679,774 Non-vested, forfeitable common shares - 16,970,120 2,036,470,250 1,618,980,671 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts Receivable | On December 31, 2023 and 2022, accounts receivable consisted of the following: December 31, December 31, Accounts receivable $ 459,414 $ 304,964 Less: allowance for doubtful accounts (35,323 ) (35,522 ) Accounts receivable, net $ 424,091 $ 269,442 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory [Abstract] | |
Schedule of Inventory Consisted | On December 31, 2023 and 2022, inventory consisted of the following: December 31, December 31, Raw materials $ - $ 1,501 Finished goods 181,663 75,945 Total Inventory $ 181,663 $ 77,446 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | On December 31, 2023 and 2022, property and equipment consisted of the following: Useful Life December 31, December 31, Machinery and equipment 5 – 7 years $ 73,411 $ 124,133 Furniture and office equipment 3 – 7 years 2,061 32,306 Vehicles 1 – 5 years 68,050 62,195 Leasehold improvements 3 – 5 years 110,645 45,296 254,167 263,930 Less: accumulated depreciation (82,561 ) (167,624 ) Property and equipment, net $ 171,606 $ 96,306 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Goodwill [Abstract] | |
Schedule of Intangible Assets | On December 31, 2023 and 2022, intangible assets and goodwill, which were acquired from Patriot Glass in 2021, consisted of the following: Useful life December 31, December 31, Customer relations 5 years $ 212,516 $ 212,516 Non-compete 5 years 40,000 40,000 Trade name - 100,000 100,000 352,516 352,516 Less: accumulated amortization (123,102 ) (72,598 ) Intangible assets, net $ 229,414 $ 279,918 Useful life December 31, December 31, Goodwill - $ 350,491 $ 350,491 |
Schedule of Amortization of Intangible Assets | Amortization of intangible assets with identifiable useful lives that is attributable to future periods is as follows: Twelve months ending December 31: Amount 2024 $ 50,503 2025 50,503 2026 28,408 Total $ 129,414 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Note Payable [Abstract] | |
Schedule of Fair Value of Stock Warrants were Estimated at Issuance Using the Binomial Valuation Model | On April 20, 2022 (the Exchange Agreement date) along with various re-pricings as outlined below, the fair value of the stock warrants were estimated at issuance using the Binomial Valuation Model with the following assumptions: 2022 Dividend rate —% Term (in years) 4 years Volatility 246.6% to 329.6% Risk—free interest rate 2.79% to 3.12% |
Schedule of Future Annual Maturities | On December 31, 2023 and 2022, convertible notes payable consisted of the following: December 31, December 31, Convertible notes payable $ 1,098,091 $ 1,199,750 Add: put premium - 90,731 Less: unamortized debt discount - (7,968 ) Convertible note payable, net 1,098,091 1,282,513 Less: current portion of convertible note payable (180,000 ) (1,031,250 ) Convertible notes payable – long-term $ 918,091 $ 251,263 |
Schedule of Future Annual Maturities | On December 31, 2023, future annual maturities of convertible note payable are as follows: December 31, Amount 2024 $ 180,000 2025 180,000 2026 738,091 Total convertible note payable on December 31, 2023 $ 1,098,091 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | On December 31, 2023 and 2022, notes payable consisted of the following: December 31, December 31, Notes payable $ 105,958 $ 1,899,380 Note payable – PPP note 18,823 18,823 Total notes payable 124,781 1,918,203 Less: unamortized debt discount (764 ) (132,961 ) Note payable, net 124,017 1,785,242 Less: current portion of notes payable, net of discount (81,908 ) (1,576,438 ) Notes payable – long-term $ 42,109 $ 208,804 |
Schedule of Future Annual Maturities of Notes Payable | On December 31, 2023, future annual maturities of notes payable are as follows: December 31, Amount 2024 $ 82,672 2025 22,034 2026 6,671 2027 7,373 2028 6,031 Total notes payable on December 31, 2023 $ 124,781 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders' Deficit (Tables) [Line Items] | |
Schedule of Activity Related to Non-Vested Shares | The following table summarizes activity related to non-vested shares: Number of Weighted Non-vested, December 31, 2021 14,270,120 $ 0.140 Granted 3,500,000 0.014 Shares vested (800,000 ) (0.037 ) Non-vested, December 31, 2022 16,970,120 0.119 Shares vested (2,000,000 ) (0.021 ) Non-vested, December 31, 2023 14,970,120 $ 0.132 |
Stock Options [Member] | |
Shareholders' Deficit (Tables) [Line Items] | |
Schedule of Stock option activities | Stock option activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding, December 31, 2021 8,445,698 $ 0.40 4.43 - Exercised - - - - Balance Outstanding, December 31, 2022 8,445,698 0.40 3.43 - Exercised - - - - Balance Outstanding, December 31, 2023 8,445,698 $ 0.40 2.43 $ - Exercisable, December 31, 2023 8,445,698 $ 0.40 2.43 $ - |
Warrant [Member] | |
Shareholders' Deficit (Tables) [Line Items] | |
Schedule of Stock option activities | Warrant activities for the years ended December 31, 2023 and 2022 are summarized as follows: Number of Weighted Weighted Aggregate Balance Outstanding December 31, 2021 17,500,000 $ 0.05 4.67 $ - Granted 33,000,000 0.025 - - Cancelled (16,500,000 ) (0.05 ) - - Balance Outstanding December 31, 2022 34,000,000 0.011 3.73 - Granted - - - - Balance Outstanding December 31, 2023 34,000,000 $ 0.011 2.73 $ - Exercisable, December 31, 2023 34,000,000 $ 0.011 2.73 $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Business Segments | Information with respect to these reportable business segments for the years ended December 31, 2023 and 2022 was as follows: For the Year Ended 2023 2022 Revenues: C-Bond $ 124,372 $ 378,736 Patriot Glass 2,364,121 1,853,910 2,488,493 2,232,646 Depreciation and amortization: C-Bond 570 7,109 Patriot Glass 88,289 82,110 88,859 89,219 Interest expense: C-Bond 357 23 Patriot Glass 34,566 20,212 Other (a) 440,507 1,599,854 475,430 1,620,089 Net income (loss): C-Bond (912,436 ) (1,097,069 ) Patriot Glass (44,289 ) (192,566 ) Other (a) 2,843,532 (3,866,843 ) $ 1,886,807 $ (5,156,478 ) (a) The Company does not allocate any general and administrative or financing expenses of its holding company activities to its reportable segments, because these activities are managed at the corporate level. |
Schedule of Identifiable Long-Lived Tangible Assets | December 31, December 31, Identifiable long-lived tangible assets on December 31, 2023 and 2022 by segment: C-Bond $ - $ 1,684 Patriot Glass 171,606 94,622 $ 171,606 $ 96,306 (a) The Company does not allocate any general and administrative or financing expenses of its holding company activities to its reportable segments, because these activities are managed at the corporate level. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Schedule of Revenue by Product | The Company tracks its revenue by product. The following table summarizes our revenue by product for the years ended December 31, 2023 and 2022: For the Years Ended 2023 2022 C-Bond Secure multi-purpose and BRS ballistic resistant glass protection systems $ 9,709 $ 17,311 C-Bond Nanoshield solution sales 112,413 345,470 Disinfection products - 10,880 Window tint installation and sales recognized over time 2,364,121 1,853,910 Freight and delivery 2,250 5,075 Total $ 2,488,493 $ 2,232,646 |
Operating Lease Right-of-Use _2
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Lease Right-of-Use (“Rou”) Assets and Operating Lease Liabilities [Abstract] | |
Schedule of Operating Right-of-Use Asset | On December 31, 2023 and 2022, right-of-use asset (“ROU”) is summarized as follows: December 31, December 31, Office leases and office equipment right of use assets $ 279,162 $ 480,293 Less: accumulated amortization (120,678 ) (104,881 ) Balance of ROU assets $ 158,484 $ 375,412 |
Schedule of Operating Lease Liabilities Related to the ROU Assets | On December 31, 2023 and 2022, operating lease liabilities related to the ROU assets are summarized as follows: December 31, December 31, Lease liabilities related to office leases right of use assets $ 157,752 $ 376,566 Less: current portion of lease liabilities (60,503 ) (117,671 ) Lease liabilities – long-term $ 97,249 $ 258,895 |
Schedule of Future Minimum Base Lease Payments Due Under Non-Cancelable Operating Leases | On December 31, 2023, future minimum base lease payments due under non-cancelable operating leases are as follows: Twelve months ended December 31, Amount 2024 $ 75,866 2025 67,988 2026 39,200 Total minimum non-cancelable operating lease payments 183,054 Less: discount to fair value (25,302 ) Total lease liability on December 31, 2023 $ 157,752 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Taxes at the Effective Statutory Rate | The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 Income tax expense (benefit) at U.S. statutory rate $ 396,229 $ (1,081,240 ) Non-deductible expenses (64,617 ) 506,677 Change in valuation allowance (331,612 ) 574,563 Total provision for income tax $ - $ - |
Schedule of Company’s Approximate Net Deferred Tax Asset | The Company’s approximate net deferred tax asset as of December 31, 2023 and 2022 was as follows: Deferred Tax Asset: December 31, December 31, Net operating loss carryforward $ 2,176,983 $ 2,512,665 Allowance for bad debt 4,070 - Total deferred tax asset before valuation allowance 2,181,053 2,512,665 Valuation allowance (2,181,053 ) (2,512,665 ) Net deferred tax asset $ - $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Monthly Payment | Monthly payment shall be as follows: Payment Date August 30, 2024 $ 87,920 September 30, 2024 $ 21,980 October 30, 2024 $ 21,980 November 30, 2024 $ 21,980 December 30, 2024 $ 21,980 Total $ 175,840 |
Nature of Organization (Details
Nature of Organization (Details) | 12 Months Ended | |||
Jul. 22, 2021 USD ($) shares | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | |
Nature of Organization [Line Items] | ||||
Number of operating segments | 2 | 2 | ||
Exchange Agreement [Member] | ||||
Nature of Organization [Line Items] | ||||
Ownership percentage | 80% | 20% | 80% | |
Mobile Shares [Member] | ||||
Nature of Organization [Line Items] | ||||
Ownership percentage | 80% | |||
Option Period [Member] | ||||
Nature of Organization [Line Items] | ||||
Ownership percentage | 20% | |||
Additional Units [Member] | ||||
Nature of Organization [Line Items] | ||||
Ownership percentage | 20% | |||
Common Stock [Member] | ||||
Nature of Organization [Line Items] | ||||
Restricted shares exchanged (in Shares) | shares | 28,021,016 | |||
Average closing price (in Dollars) | $ | $ 800,000 | |||
Additional Closing [Member] | Exchange Agreement [Member] | ||||
Nature of Organization [Line Items] | ||||
Ownership percentage | 300% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
May 08, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Net income | $ 1,886,807 | $ (5,156,478) | ||
Gain from the sale | 4,051,709 | |||
Net cash used in operations | 1,602,218 | |||
Accumulated deficit | (60,851,714) | (62,693,184) | ||
Shareholders’ deficit | (4,324,535) | (7,050,669) | $ (3,979,041) | |
Working capital deficit | 1,351,954 | |||
Cash | $ 736,461 | $ 97,091 | ||
Useful life | 5 years | |||
Number of reporting unit | 1 | 1 | ||
Accrued expenses | $ 1,000 | $ 26,648 | ||
General and administrative expenses | 666,090 | 810,413 | ||
Research and development costs incurred | $ 0 | 0 | ||
C-Bond Systems, LLC [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Ownership percentage | 80% | |||
Shipping and Handling [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
General and administrative expenses | $ 16,288 | 45,455 | ||
General and Administrative Expense [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Advertising cost | 31,743 | $ 69,737 | ||
Property, Plant and Equipment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Net cash used in operations | $ 18,000 | |||
Net proceeds | $ 4,042,631 | |||
Useful life | 5 years | |||
Property, Plant and Equipment [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 3 years | |||
Property, Plant and Equipment [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 4 years | |||
Leasehold Improvements [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 3 years | |||
Leasehold Improvements [Member] | Minimum [Member] | Property, Plant and Equipment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 1 year | |||
Leasehold Improvements [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 5 years | |||
Leasehold Improvements [Member] | Maximum [Member] | Property, Plant and Equipment [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 7 years | |||
Property [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net income (loss) per common share - basic: | ||
Net income (loss) attributable to common shareholders (in Dollars) | $ 1,841,470 | $ (5,178,055) |
Weighted average common shares outstanding – basic | 490,113,378 | 308,121,062 |
Net income (loss) per common share – basic (in Dollars per share) | $ 0 | $ (0.02) |
Net income (loss) per common share - diluted: | ||
Net income (loss) attributable to common shareholders - basic (in Dollars) | $ 1,841,470 | $ (5,178,055) |
Add: preferred stock dividends (in Dollars) | 54,195 | |
Add: interest of convertible debt (in Dollars) | 186,536 | |
Numerator for income (loss) per common share – diluted (in Dollars) | $ 2,082,201 | $ (5,178,055) |
Weighted average common shares outstanding – basic | 490,113,378 | 308,121,062 |
Add: dilutive shares related to: | ||
Dilutive shares | 2,524,605,528 | 308,121,062 |
Net income (loss) per common share – diluted (in Dollars per share) | $ 0 | $ (0.02) |
Series B Preferred Stock [Member] | ||
Add: dilutive shares related to: | ||
Dilutive shares | 376,239,688 | |
Series C Preferred Stock [Member] | ||
Add: dilutive shares related to: | ||
Dilutive shares | 438,151,351 | |
Convertible Debt [Member] | ||
Add: dilutive shares related to: | ||
Dilutive shares | 1,220,101,111 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Common Share Equivalents and Potentially Dilutive Securities - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 2,036,470,250 | 1,618,980,671 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 8,445,698 | 8,445,698 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 34,000,000 | 34,000,000 |
Series B preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 335,772,090 | 164,635,079 |
Series C preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 438,151,351 | 432,250,000 |
Convertible debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 1,220,101,111 | 962,679,774 |
Non-vested, forfeitable common shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Diluted common shares outstanding | 16,970,120 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Bad debt expense amounted | $ 21,296 | $ 7,716 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable | $ 459,414 | $ 304,964 |
Less: allowance for doubtful accounts | (35,323) | (35,522) |
Accounts receivable, net | $ 424,091 | $ 269,442 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory Consisted - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Abstract] | ||
Raw materials | $ 1,501 | |
Finished goods | 181,663 | 75,945 |
Total Inventory | $ 181,663 | $ 77,446 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Proceeds from sale of vehicle | $ 9,000 | $ 5,500 |
Gain on sale of asset | 9,000 | 5,500 |
Sale of property and equipment | 4,051,709 | |
General and Administrative Expense [Member] | ||
Property and Equipment [Line Items] | ||
Depreciation expense | $ 38,355 | 38,716 |
Property, Plant and Equipment [Member] | ||
Property and Equipment [Line Items] | ||
Sale of property and equipment | $ 1,115 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Property and equipment, gross | $ 254,167 | $ 263,930 |
Less: accumulated depreciation | (82,561) | (167,624) |
Property and equipment, net | 171,606 | 96,306 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 73,411 | 124,133 |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Furniture and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,061 | 32,306 |
Furniture and office equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and office equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 68,050 | 62,195 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 1 year | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 110,645 | $ 45,296 |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets and Goodwill [Line Items] | ||
Amortization of intangible assets | $ 50,504 | $ 50,503 |
Customer Relations [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Accumulated amortization | 103,601 | 61,098 |
Non-compete [Member] | ||
Intangible Assets and Goodwill [Line Items] | ||
Accumulated amortization | $ 19,500 | $ 11,500 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets [Line Items] | ||
Intangible assets Gross | $ 352,516 | $ 352,516 |
Less: accumulated amortization | (123,102) | (72,598) |
Intangible assets, net | $ 229,414 | 279,918 |
Goodwill ,Useful life | ||
Goodwill | $ 350,491 | 350,491 |
Trade Names [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets [Line Items] | ||
Intangible asset, Useful life | ||
Intangible assets Gross | $ 100,000 | 100,000 |
Customer relations [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets [Line Items] | ||
Intangible asset, Useful life | 5 years | |
Intangible assets Gross | $ 212,516 | 212,516 |
Non-compete [Member] | ||
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets [Line Items] | ||
Intangible asset, Useful life | 5 years | |
Intangible assets Gross | $ 40,000 | $ 40,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of Amortization of Intangible Assets | Dec. 31, 2023 USD ($) |
Schedule of Amortization of Intangible Assets [Abstract] | |
2024 | $ 50,503 |
2025 | 50,503 |
2026 | 28,408 |
Total | $ 129,414 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||||||||
Mar. 04, 2024 | May 11, 2023 | May 01, 2023 | Apr. 01, 2023 | Mar. 17, 2023 | Dec. 27, 2022 | Nov. 30, 2022 | Nov. 09, 2022 | Oct. 15, 2022 | Sep. 30, 2022 | Sep. 06, 2022 | Jul. 26, 2022 | Jun. 23, 2022 | Apr. 20, 2022 | Oct. 15, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 04, 2023 | May 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 22, 2021 | |
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | $ 0.009 | $ 0.025 | $ 0.025 | |||||||||||||||||||||||
Purchase of promissory notes | $ 176,000 | $ 176,000 | $ 176,000 | |||||||||||||||||||||||
Original issue discounts | $ 13,000 | |||||||||||||||||||||||||
Placement fees | $ 60,000 | |||||||||||||||||||||||||
Fees expenses | $ 2,250 | $ 2,250 | ||||||||||||||||||||||||
Outstanding principal balance rate | 125% | |||||||||||||||||||||||||
Accrued interest rate per anum | 18% | |||||||||||||||||||||||||
Debt instrument trading days | 10 days | |||||||||||||||||||||||||
Future financings percentage | 30% | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.009 | $ 0.011 | 0.00875 | $ 0.0032 | ||||||||||||||||||||||
Penalty | $ 206,250 | |||||||||||||||||||||||||
Principal amount percentage | 25% | |||||||||||||||||||||||||
Interest expense | $ 475,430 | $ 1,620,089 | ||||||||||||||||||||||||
Accrued interest of percentage | 18% | |||||||||||||||||||||||||
Payments | $ 15,000 | |||||||||||||||||||||||||
Aggregate payment | 1,113,091 | |||||||||||||||||||||||||
Capital Raise Payments | 20% | |||||||||||||||||||||||||
Gross proceed | $ 500,000 | |||||||||||||||||||||||||
Net proceeds of company | $ 158,920 | 158,920 | $ 148,420 | |||||||||||||||||||||||
Capital raise payment | 120,000 | |||||||||||||||||||||||||
Payment amount | 15,000 | |||||||||||||||||||||||||
Accrued interest percentage | 20% | |||||||||||||||||||||||||
Settlement amount | 1,098,091 | |||||||||||||||||||||||||
Accrued interest payable | 176,184 | 81,045 | ||||||||||||||||||||||||
Accrued interest | 176,184 | $ 160,880 | ||||||||||||||||||||||||
Original issuance discount | 764 | 132,961 | ||||||||||||||||||||||||
Loss on debt extinguishmen | $ 119,943 | $ 18,900 | $ 25,400 | 481,832 | (343,895) | |||||||||||||||||||||
Aggregate non-cash debt discount | 680,000 | |||||||||||||||||||||||||
Deemed dividend | $ 733 | 3,702 | ||||||||||||||||||||||||
Debt premium | $ 119,943 | 90,731 | ||||||||||||||||||||||||
Debt discount | 96,258 | 1,059,752 | ||||||||||||||||||||||||
Accrued expenses | $ 0 | $ 0 | ||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | $ 0.011 | |||||||||||||||||||||||||
Bears interest a rate | 8.24% | |||||||||||||||||||||||||
Conversion price increase (in Dollars per share) | 0.025 | |||||||||||||||||||||||||
New warrants | 354,215 | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | 0.009 | |||||||||||||||||||||||||
Bears interest a rate | 6.79% | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0125 | |||||||||||||||||||||||||
New warrants | 325,785 | |||||||||||||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Payments | $ 588,091 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Aggregate shares (in Shares) | 33,000,000 | |||||||||||||||||||||||||
Initial warrant purchase shares (in Shares) | 16,500,000 | |||||||||||||||||||||||||
Initial warrant purchase exerciseable shares price (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Original issue discount percentage | 10% | |||||||||||||||||||||||||
Net proceeds of company | $ 600,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Original issue discount percentage | 10% | |||||||||||||||||||||||||
Principal amount | $ 19,000 | $ 195,000 | $ 825,000 | $ 825,000 | $ 825,000 | |||||||||||||||||||||
Exercise price of per share (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||
Interest rate | 50% | |||||||||||||||||||||||||
Purchase of promissory notes | $ 680,000 | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||
Principal amount plus accrued interest | 120% | |||||||||||||||||||||||||
Mercer Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | $ 0.011 | |||||||||||||||||||||||||
Interest rate | 50% | |||||||||||||||||||||||||
Original issue discounts | 75,000 | |||||||||||||||||||||||||
Fees expenses | $ 10,000 | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.009 | 0.011 | $ 0.025 | |||||||||||||||||||||||
Bears interest a rate | 4% | |||||||||||||||||||||||||
Principal amount plus accrued interest | 110% | |||||||||||||||||||||||||
Matured date | Oct. 15, 2022 | |||||||||||||||||||||||||
Settlement amount | 1,031,250 | |||||||||||||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Original issue discount percentage | 10% | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0125 | |||||||||||||||||||||||||
Aggregate shares (in Shares) | 33,000,000 | |||||||||||||||||||||||||
Interest expense | $ 206,250 | |||||||||||||||||||||||||
October 15, 2022 [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Bears interest a rate | 4% | |||||||||||||||||||||||||
1800 Diagonal Lending Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Bears interest a rate | 12% | |||||||||||||||||||||||||
March 2023 Diagonal Note [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Bears interest a rate | 22% | |||||||||||||||||||||||||
Diagonal Lending Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Conversion price description | The Company had the right to prepay the November 2022, December 2022 and March 2023 Diagonal Notes (principal and accrued interest) at any time during the first six months the note is outstanding at the rate of 115% during the first 30 days after issuance, 120% during the 31st to 60th day after issuance, and 125% during the 61st to the 180th day after issuance. The November 2022, December 2022 and March 2023 Diagonal Notes may not be prepaid after the 180th day following the issuance date, unless Diagonal agrees to such repayment and such terms, which was agreed to in connection with the May 8, 2023 repayment. Diagonal had in its option, at any time beginning 180 days after the date of the Diagonal Note, to convert the outstanding principal and interest on the November 2022, December 2022 and March 2023 Diagonal Notes into shares of our common stock at a conversion price per share equal to 65% of the average of the three lowest closing bid prices of our common stock during the 10 trading days prior to the date of conversion. | |||||||||||||||||||||||||
Debt discount | $ 2,627 | 938,344 | ||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Purchase of warrant issued (in Shares) | 16,500,000 | |||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Accrued interest percentage | 5% | 10% | 15% | |||||||||||||||||||||||
Mercer Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | 0.011 | $ 0.025 | ||||||||||||||||||||||||
Excess outstanding shares percentage | 4.99% | |||||||||||||||||||||||||
Limitation exceeds | 9.99% | |||||||||||||||||||||||||
Debt instrument trading days | 5 days | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0125 | |||||||||||||||||||||||||
Original issuance discount | $ 395,313 | |||||||||||||||||||||||||
Beneficial conversion feature | 160,993 | |||||||||||||||||||||||||
Loss on debt extinguishmen | 234,320 | |||||||||||||||||||||||||
New warrants | 325,785 | |||||||||||||||||||||||||
Debt premium | $ 29,212 | |||||||||||||||||||||||||
Diagonal Lending Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Accrued expenses | $ 176,184 | $ 83,138 | ||||||||||||||||||||||||
Diagonal Lending Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 54,250 | $ 64,250 | $ 104,250 | |||||||||||||||||||||||
Purchase of promissory notes | 50,000 | 60,000 | 100,000 | |||||||||||||||||||||||
Net fees | $ 4,250 | $ 4,250 | $ 4,250 | |||||||||||||||||||||||
1800 Diagonal Lending Convertible Debt [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Bears interest a rate | 12% | 12% | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Bears interest a rate | 22% | 22% | ||||||||||||||||||||||||
Base Conversion Price [Member] | ||||||||||||||||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||||||||||||||||
Exercise price of per share (in Dollars per share) | $ 0.011 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of Fair Value of Stock Warrants were Estimated at Issuance Using the Binomial Valuation Model | 12 Months Ended | |
Apr. 20, 2022 | Apr. 20, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend rate | ||
Term (in years) | 4 years | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 246.60% | |
Risk—free interest rate | 2.79% | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 329.60% | |
Risk—free interest rate | 3.12% |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable - USD ($) | Dec. 31, 2023 | May 11, 2023 | Dec. 31, 2022 |
Schedule of Convertible Notes Payable [Line Items] | |||
Convertible notes payable | $ 1,098,091 | $ 1,199,750 | |
Add: put premium | $ 119,943 | 90,731 | |
Less: unamortized debt discount | (7,968) | ||
Convertible note payable, net | 1,098,091 | 1,282,513 | |
Less: current portion of convertible note payable | (180,000) | (1,031,250) | |
Convertible notes payable – long-term | 918,091 | 251,263 | |
Convertible Notes Payable [Member] | |||
Schedule of Convertible Notes Payable [Line Items] | |||
Less: current portion of convertible note payable | $ (180,000) | $ (1,031,250) |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of Future Annual Maturities - Convertible Notes Payable [Member] | Dec. 31, 2023 USD ($) |
Convertible Notes Payable (Details) - Schedule of Future Annual Maturities [Line Items] | |
2024 | $ 180,000 |
2025 | 180,000 |
2026 | 738,091 |
Total convertible note payable | $ 1,098,091 |
Notes Payable (Details) - Part-
Notes Payable (Details) - Part-2 - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 03, 2023 | Jun. 07, 2023 | Jun. 03, 2023 | May 31, 2023 | May 11, 2023 | May 01, 2023 | Apr. 03, 2023 | Apr. 01, 2023 | Feb. 06, 2023 | Jan. 17, 2023 | Dec. 15, 2022 | Nov. 30, 2022 | Nov. 22, 2022 | Oct. 03, 2022 | Sep. 30, 2022 | Sep. 06, 2022 | Aug. 12, 2022 | Jul. 26, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Jul. 01, 2022 | Jun. 24, 2022 | Jun. 23, 2022 | Jun. 07, 2022 | Apr. 20, 2022 | Mar. 31, 2022 | Mar. 24, 2022 | Mar. 14, 2022 | Oct. 15, 2021 | Nov. 14, 2018 | May 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 08, 2022 | |
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Settlement amount | $ 124,781 | $ 1,918,203 | ||||||||||||||||||||||||||||||||
Issued value amount | $ 4,500 | $ 26,000 | $ 16,950 | $ 22,500 | $ 40,000 | $ 112,500 | $ 24,000 | $ 24,000 | $ 60,000 | $ 11,000 | $ 31,250 | $ 54,000 | $ 48,000 | $ 14,250 | 112,500 | |||||||||||||||||||
Shares issued, price (in Dollars per share) | $ 0.0045 | $ 0.0104 | $ 0.0011 | $ 0.0045 | $ 0.006 | $ 0.0075 | $ 0.008 | $ 0.012 | $ 0.011 | $ 0.011 | $ 0.0125 | $ 0.018 | $ 0.012 | $ 0.0285 | ||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | $ 132,000 | $ 132,000 | ||||||||||||||||||||||||||||||||
Forgiveness of interest due | 317,293 | |||||||||||||||||||||||||||||||||
Accrued interest payable | 0 | 292,241 | ||||||||||||||||||||||||||||||||
Net proceeds of company | $ 158,920 | $ 158,920 | $ 148,420 | |||||||||||||||||||||||||||||||
Fees expenses | $ 2,250 | $ 2,250 | ||||||||||||||||||||||||||||||||
Debt discount | 96,258 | 1,059,752 | ||||||||||||||||||||||||||||||||
Accrued expenses | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Loss on debt extinguishmen | $ 119,943 | 18,900 | $ 25,400 | $ 481,832 | $ (343,895) | |||||||||||||||||||||||||||||
Purchase of promissory notes | $ 176,000 | 176,000 | $ 176,000 | |||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.009 | $ 0.011 | $ 0.00875 | $ 0.0032 | ||||||||||||||||||||||||||||||
Conversion of common stock shares issued (in Shares) | 144 | 312 | ||||||||||||||||||||||||||||||||
Conversion of common stock amount issued | 62,000 | 62,000 | ||||||||||||||||||||||||||||||||
Original issuance discount | $ 764 | $ 132,961 | ||||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ 300,000 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | 0.004 | |||||||||||||||||||||||||||||||||
Accrued interest due | 160,880 | 160,880 | $ 176,184 | |||||||||||||||||||||||||||||||
Maturity term | 12 months | |||||||||||||||||||||||||||||||||
Common stock trading price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||||||||||
Principal balance due | $ 195,000 | |||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 15,000,000 | |||||||||||||||||||||||||||||||||
Issued value amount | $ 15,000 | |||||||||||||||||||||||||||||||||
Maximum Loan Amount [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 400,000 | |||||||||||||||||||||||||||||||||
BOCO Investment Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 400,000 | |||||||||||||||||||||||||||||||||
Interest rate percentage | 12% | |||||||||||||||||||||||||||||||||
Bear interest rate during the period | 18% | |||||||||||||||||||||||||||||||||
Debt Exchange and Release Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | 68,000 | 68,000 | ||||||||||||||||||||||||||||||||
Paid principal balance | $ 200,000 | |||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 22,000,000 | |||||||||||||||||||||||||||||||||
Settlement amount | $ 200,000 | 200,000 | ||||||||||||||||||||||||||||||||
Release Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | 317,293 | |||||||||||||||||||||||||||||||||
March 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 0 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 19,000 | $ 195,000 | $ 825,000 | $ 825,000 | $ 825,000 | |||||||||||||||||||||||||||||
Purchase of promissory notes | $ 680,000 | |||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||||||||||
Debt discount | $ 30,326 | |||||||||||||||||||||||||||||||||
Interest rate | 50% | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | September 2022 Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.009 | |||||||||||||||||||||||||||||||||
GS Capital June 2022 [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 19,000 | |||||||||||||||||||||||||||||||||
Paid principal balance | $ 79,488 | 53,512 | ||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.011 | |||||||||||||||||||||||||||||||||
Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,750,000 | |||||||||||||||||||||||||||||||||
GS Capital Debt [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 195,000 | |||||||||||||||||||||||||||||||||
Interest rate percentage | 8% | 8% | ||||||||||||||||||||||||||||||||
Accrued interest | $ 4,139 | $ 4,139 | $ 5,001 | |||||||||||||||||||||||||||||||
Accrued expenses | 0 | |||||||||||||||||||||||||||||||||
Loan payments | $ 21,060 | $ 21,060 | ||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.011 | $ 0.011 | ||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.004 | |||||||||||||||||||||||||||||||||
Principal and interest payments | $ 23,400 | |||||||||||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||||||||||
Mandatory Prepayment [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Interest rate percentage | 120% | |||||||||||||||||||||||||||||||||
GS Capital Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 141,488 | |||||||||||||||||||||||||||||||||
Paid principal balance | 34,120 | |||||||||||||||||||||||||||||||||
Accrued expenses | $ 7,471 | |||||||||||||||||||||||||||||||||
July 2022 Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 2,600,000 | |||||||||||||||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 998,008 | |||||||||||||||||||||||||||||||||
GS Capital July 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount due | 160,880 | |||||||||||||||||||||||||||||||||
September 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Paid principal balance | 195,000 | |||||||||||||||||||||||||||||||||
Accrued expenses | 6,441 | |||||||||||||||||||||||||||||||||
September 2022 Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Original issuance discount | $ 19,000 | |||||||||||||||||||||||||||||||||
GS Capital September 2022 [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Conversion of common stock shares issued (in Shares) | 21,371,481 | 21,371,481 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 22,000,000 | |||||||||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | 0.011 | |||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||
Debt extinguishment | $ 385,293 | |||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 0 | 400,000 | ||||||||||||||||||||||||||||||||
March 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 197,500 | 197,500 | ||||||||||||||||||||||||||||||||
Bear interest rate during the period | 3% | |||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 823,529 | |||||||||||||||||||||||||||||||||
Net proceeds of company | $ 175,000 | |||||||||||||||||||||||||||||||||
Fees expenses | $ 22,500 | |||||||||||||||||||||||||||||||||
Debt discount | $ 12,963 | |||||||||||||||||||||||||||||||||
Accrued expenses | $ 4,756 | |||||||||||||||||||||||||||||||||
March 2022 Note [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 823,529 | |||||||||||||||||||||||||||||||||
November 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 65,000 | 0 | 65,000 | $ 200,000 | ||||||||||||||||||||||||||||||
Bear interest rate during the period | 8% | |||||||||||||||||||||||||||||||||
Net proceeds of company | $ 62,500 | |||||||||||||||||||||||||||||||||
Fees expenses | $ 2,500 | |||||||||||||||||||||||||||||||||
Accrued expenses | $ 214 | |||||||||||||||||||||||||||||||||
Principal amount due | 200,000 | |||||||||||||||||||||||||||||||||
July 2022 Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Original issuance discount | $ 34,606 | |||||||||||||||||||||||||||||||||
GS Capital July 2022 Note [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Accrued expenses | $ 0 | |||||||||||||||||||||||||||||||||
September 2022 Commitment Shares [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 3,300,000 | |||||||||||||||||||||||||||||||||
Placement Agent [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 773,626 | |||||||||||||||||||||||||||||||||
GS Capital Note [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued, price (in Dollars per share) | $ 0.0075 | |||||||||||||||||||||||||||||||||
GS Capital Note [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 15,000,000 | |||||||||||||||||||||||||||||||||
Issued value amount | $ 112,500 | |||||||||||||||||||||||||||||||||
Inducement Expense [Member] | GS Capital Debt [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Loss on debt extinguishmen | $ 112,500 | |||||||||||||||||||||||||||||||||
Lender [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 22,000,000 | |||||||||||||||||||||||||||||||||
Issued value amount | $ 132,000 | |||||||||||||||||||||||||||||||||
Shares issued, price (in Dollars per share) | $ 0.006 | $ 0.006 | ||||||||||||||||||||||||||||||||
Lender [Member] | Debt Exchange and Release Agreement [Member] | ||||||||||||||||||||||||||||||||||
Note Payable [Line Items] | ||||||||||||||||||||||||||||||||||
Principal amount | $ 400,000 | $ 400,000 |
Notes Payable (Details) - Par_2
Notes Payable (Details) - Part-3 - USD ($) | 12 Months Ended | |||||||||||
May 11, 2023 | Nov. 30, 2022 | Nov. 08, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 22, 2022 | Mar. 31, 2022 | Nov. 04, 2021 | Jul. 22, 2021 | May 10, 2021 | Apr. 28, 2020 | |
Note Payable [Line Items] | ||||||||||||
Accrued expenses | $ 0 | $ 0 | ||||||||||
Principal amount | $ 200,000 | |||||||||||
Bear interest percentage | 8% | |||||||||||
Collateralized asset | $ 85,489 | |||||||||||
Debt discounts | 93,631 | |||||||||||
Loss on debt extinguishmen | $ 119,943 | 18,900 | $ 25,400 | 481,832 | $ (343,895) | |||||||
Minimum [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Interest rate percentage | 6.79% | |||||||||||
Maximum [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Interest rate percentage | 8.24% | |||||||||||
November 2022 Note [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Accrued expenses | 2,367 | |||||||||||
PPP Loan [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Interest rate percentage | 1% | |||||||||||
Accrued expenses | 358 | 170 | $ 935 | |||||||||
Principal amount due | 18,823 | 18,823 | $ 61,200 | |||||||||
Debt discounts | 121,408 | |||||||||||
Other Notes Payable [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Loss on debt extinguishmen | 49,300 | |||||||||||
Promissory Note [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Principal amount | $ 500,000 | |||||||||||
Interest rate percentage | 8% | |||||||||||
Accrued expenses | 65,863 | |||||||||||
Principal amount due | 500,000 | |||||||||||
Vehicle and Equipment Loans [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Principal amount | $ 95,013 | |||||||||||
Principal amount due | 8,250 | 39,513 | ||||||||||
November 2022 Note [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Principal amount | $ 200,000 | 0 | 65,000 | $ 65,000 | ||||||||
Accrued expenses | $ 214 | |||||||||||
Principal amount due | $ 200,000 | |||||||||||
Vehicle and Equipment Loans [Member] | Other Notes Payable [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Principal amount | 117,721 | |||||||||||
Principal amount due | $ 97,708 | |||||||||||
Vehicle and Equipment Loans [Member] | Other Notes Payable [Member] | Minimum [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Interest rate percentage | 10% | |||||||||||
Vehicle and Equipment Loans [Member] | Other Notes Payable [Member] | Maximum [Member] | ||||||||||||
Note Payable [Line Items] | ||||||||||||
Interest rate percentage | 35.10% |
Notes Payable (Details) - Par_3
Notes Payable (Details) - Part-4 - PPP Loan [Member] - USD ($) | 12 Months Ended | ||||
Nov. 04, 2021 | Nov. 01, 2020 | Apr. 28, 2020 | Dec. 31, 2022 | Dec. 31, 2023 | |
Note Payable [Line Items] | |||||
Loan payable | $ 156,200 | ||||
Maturity date | Apr. 28, 2022 | ||||
Interest rate percentage | 1% | ||||
Loan payments | $ 8,900 | ||||
Administration forgave | $ 95,000 | ||||
Debt instrument forgiveness of interest | 1,442 | ||||
Principal amount due | 61,200 | $ 18,823 | $ 18,823 | ||
Accrued expenses | $ 935 | 170 | $ 358 | ||
Paid principal balance | $ 30,107 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Note Payable [Line Items] | ||
Total notes payable | $ 124,781 | $ 1,918,203 |
Less: unamortized debt discount | (764) | (132,961) |
Note payable, net | 124,017 | 1,785,242 |
Less: current portion of notes payable, net of discount | (81,908) | (1,576,438) |
Notes payable – long-term | 42,109 | 208,804 |
Notes Payable, Other Payables [Member] | ||
Note Payable [Line Items] | ||
Total notes payable | 105,958 | 1,899,380 |
PPP Note [Member] | ||
Note Payable [Line Items] | ||
Total notes payable | $ 18,823 | $ 18,823 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Future Annual Maturities of Notes Payable - PPP Loan [Member] | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 82,672 |
2025 | 22,034 |
2026 | 6,671 |
2027 | 7,373 |
2028 | 6,031 |
Total notes payable | $ 124,781 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - Part-1 - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Jan. 06, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2024 | Jan. 17, 2023 | Dec. 12, 2019 | |
Shareholders' Deficit [Line Items] | |||||||
Preferred stock shares authorized (in Shares) | 2,000,000 | 2,000,000 | |||||
Preferred stock par value (in Dollars per share) | $ 0.1 | $ 0.1 | |||||
Preferred stock convertible Percentage | 100% | ||||||
Accrued compensation | $ 717,204 | $ 590,632 | |||||
Stock-based compensation expense | $ 957,556 | 42,183 | 82,387 | ||||
Accrued dividends | 31,429 | 36,577 | |||||
Preferred stock stated value | $ 1,515,000 | ||||||
Common Stock [Member] | |||||||
Shareholders' Deficit [Line Items] | |||||||
Preferred stock convertible Percentage | 400% | ||||||
Series B Preferred Stock [Member] | |||||||
Shareholders' Deficit [Line Items] | |||||||
Preferred stock shares authorized (in Shares) | 100,000 | ||||||
Preferred stock par value (in Dollars per share) | $ 1,000 | $ 0.1 | |||||
Preferred stock dividend rate | 2% | ||||||
Accrued compensation | $ 278,654 | $ 144,000 | |||||
Acceptance of shares (in Shares) | 278 | 144 | |||||
Accrued dividends | $ 22,766 | 19,936 | |||||
Preferred stock value issued | 1,203,967 | 1,037,201 | |||||
Preferred stock stated value | $ 1,144,624 | $ 1,000,624 | |||||
Accrued dividends payable | $ 59,343 | ||||||
Forecast [Member] | |||||||
Shareholders' Deficit [Line Items] | |||||||
Vested shares (in Shares) | 842 |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details) - Part-2 - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 17, 2023 | Dec. 01, 2022 | Apr. 20, 2022 | Jan. 12, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 03, 2022 | Aug. 20, 2020 | |
Shareholders' Deficit [Line Items] | ||||||||||||
Preferred stock shares authorized (in Shares) | 2,000,000 | 2,000,000 | ||||||||||
Preferred stock par value (in Dollars per share) | $ 0.1 | $ 0.1 | ||||||||||
Preferred stock convertible Percentage | 100% | |||||||||||
Shares issued (in Shares) | 3,000,000 | |||||||||||
Common shares conversion shares (in Shares) | 144 | 312 | ||||||||||
Preferred stock redemption amount | $ 102,000 | |||||||||||
Accrued dividends | $ 31,429 | $ 36,577 | ||||||||||
Preferred stock stated value | $ 1,515,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||
Preferred stock shares authorized (in Shares) | 100,000 | |||||||||||
Preferred stock par value (in Dollars per share) | $ 100 | $ 0.1 | ||||||||||
Preferred stock dividend rate | 2% | |||||||||||
Preferred stock liquidation value percentage | 150% | |||||||||||
Preferred stock convertible Percentage | 4.99% | |||||||||||
Shares issued (in Shares) | 6,535,274 | 13,184,548 | 1,543,151 | 8,584,376 | 23,157,922 | 26,585,614 | 8,584,376 | |||||
Common shares conversion shares (in Shares) | 250 | 1,020 | 120 | 300 | 826 | 1,014 | ||||||
Preferred stock redemption amount | $ 25,000 | $ 12,000 | $ 30,000 | $ 82,600 | $ 101,400 | $ 30,000 | ||||||
Accrued dividends | 35,719 | |||||||||||
Preferred stock value issued | $ 1,621,160 | 1,803,731 | ||||||||||
Preferred stock stated value | 1,729,000 | |||||||||||
Accrued dividends payable | $ 106,160 | $ 74,731 |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details) - Part-3 - USD ($) | 12 Months Ended | |||||||||||||||||||||||
Sep. 03, 2023 | Jun. 07, 2023 | Jun. 03, 2023 | Apr. 03, 2023 | Feb. 06, 2023 | Jan. 17, 2023 | Dec. 15, 2022 | Oct. 03, 2022 | Aug. 12, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Jul. 01, 2022 | Jun. 24, 2022 | Jun. 07, 2022 | Mar. 24, 2022 | Jan. 06, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 01, 2022 | Apr. 20, 2022 | Jan. 12, 2022 | |
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Purchased shares (in Shares) | 275,000 | |||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 300,000 | $ 0.001 | $ 0.001 | |||||||||||||||||||||
Accrued compensation | $ 717,204 | $ 590,632 | ||||||||||||||||||||||
Accrued compensation value | $ 53,000 | |||||||||||||||||||||||
Accrued compensation shares (in Shares) | 9,636,364 | |||||||||||||||||||||||
Common stock value issued | $ 4,500 | $ 26,000 | $ 16,950 | $ 22,500 | $ 40,000 | $ 112,500 | $ 24,000 | $ 24,000 | $ 60,000 | $ 11,000 | $ 31,250 | $ 54,000 | $ 48,000 | $ 14,250 | $ 112,500 | |||||||||
Common shares per share (in Dollars per share) | $ 0.0045 | $ 0.0104 | $ 0.0011 | $ 0.0045 | $ 0.006 | $ 0.0075 | $ 0.008 | $ 0.012 | $ 0.011 | $ 0.011 | $ 0.0125 | $ 0.018 | $ 0.012 | $ 0.0285 | ||||||||||
Common shares issued (in Shares) | 1,000,000 | 2,500,000 | 1,500,000 | 5,000,000 | 6,666,667 | 3,000,000 | 4,000,000 | 532,818,051 | 350,270,172 | |||||||||||||||
Professional fees | $ 2,250 | $ 16,950 | $ 22,500 | $ 40,000 | $ 14,250 | $ 21,000 | $ 55,000 | |||||||||||||||||
Restricted stock award granted shares (in Shares) | 2,000,000 | 5,454,545 | 1,000,000 | 2,500,000 | 500,000 | |||||||||||||||||||
Shares issued (in Shares) | 3,000,000 | |||||||||||||||||||||||
Prepaid expenses | $ 2,250 | |||||||||||||||||||||||
Stock-based compensation expense | $ 957,556 | 42,183 | 82,387 | |||||||||||||||||||||
Unrecognized compensation expense | 0 | |||||||||||||||||||||||
Investor Relations Services [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Common stock value issued | $ 53,000 | |||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.0055 | |||||||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Purchased shares (in Shares) | 54,545,455 | |||||||||||||||||||||||
Common Stock Issued for Cash and Accrued Compensation [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0055 | |||||||||||||||||||||||
Issuance of Common Stock for Services [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Professional fees | 5,000 | 27,000 | ||||||||||||||||||||||
Issuance of Common Stock for Professional Fees [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Common shares issued (in Shares) | 15,000,000 | 6,535,274 | 13,184,548 | 1,543,151 | ||||||||||||||||||||
Professional fees | $ 12,000 | 54,000 | ||||||||||||||||||||||
Shares issued (in Shares) | 8,584,376 | 23,157,922 | 26,585,614 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Professional fees | 31,250 | |||||||||||||||||||||||
Stock-Based Professional Fees [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Professional fees | 119,321 | |||||||||||||||||||||||
Prepaid expenses | 119,321 | |||||||||||||||||||||||
Stock-Based Professional Fees [Member] | Issuance of Common Stock for Professional Fees [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Professional fees | $ 12,000 | |||||||||||||||||||||||
Mr. Silverman [Member] | ||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||
Accrued compensation | $ 25,000 |
Shareholders' Deficit (Detail_4
Shareholders' Deficit (Details) - Part-4 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 03, 2023 | Jun. 07, 2023 | Jun. 03, 2023 | May 31, 2023 | May 01, 2023 | Apr. 30, 2023 | Apr. 03, 2023 | Apr. 01, 2023 | Feb. 06, 2023 | Jan. 17, 2023 | Dec. 15, 2022 | Dec. 01, 2022 | Oct. 03, 2022 | Aug. 12, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | Jun. 24, 2022 | Jun. 07, 2022 | Apr. 20, 2022 | Mar. 24, 2022 | Jan. 12, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 06, 2022 | |
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | 1,000,000 | 2,500,000 | 1,500,000 | 5,000,000 | 6,666,667 | 3,000,000 | 4,000,000 | 532,818,051 | 350,270,172 | |||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.0045 | $ 0.0104 | $ 0.0011 | $ 0.0045 | $ 0.006 | $ 0.0075 | $ 0.008 | $ 0.012 | $ 0.011 | $ 0.011 | $ 0.0125 | $ 0.018 | $ 0.012 | $ 0.0285 | ||||||||||||||||
Debt discount | $ 93,631 | |||||||||||||||||||||||||||||
Common stock, description | In connection with the September 2022 GS Capital Note, on September 6, 2022, the Company issued 3,300,000 shares of its common stock as a commitment fee and the Company issued 773,626 shares of its common stock to the placement agent as fee for the capital raises. The aggregate of 4,073,626 shares of common stock issued were recorded as a debt discount of $30,326 based on the relative fair value method to be amortized over the life of the September 2022 Note (See Note 8). | |||||||||||||||||||||||||||||
Common stock value issued | $ 4,500 | $ 26,000 | $ 16,950 | $ 22,500 | $ 40,000 | $ 112,500 | $ 24,000 | $ 24,000 | $ 60,000 | $ 11,000 | $ 31,250 | $ 54,000 | $ 48,000 | $ 14,250 | $ 112,500 | |||||||||||||||
Accrued interest | $ 160,880 | $ 176,184 | ||||||||||||||||||||||||||||
Fees | $ 2,250 | $ 2,250 | ||||||||||||||||||||||||||||
Common shares conversion shares (in Shares) | 144 | 312 | ||||||||||||||||||||||||||||
Stated redemption value | $ 25,000 | |||||||||||||||||||||||||||||
Shares issued (in Shares) | 3,000,000 | |||||||||||||||||||||||||||||
Preferred stock redemption amount | $ 102,000 | |||||||||||||||||||||||||||||
Issuance of Common Stock for Professional Fees [Member] | ||||||||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | 15,000,000 | 6,535,274 | 13,184,548 | 1,543,151 | ||||||||||||||||||||||||||
Common shares conversion shares (in Shares) | 250 | 1,020 | 120 | 300 | 826 | 1,014 | ||||||||||||||||||||||||
Stated redemption value | $ 102,000 | $ 12,000 | ||||||||||||||||||||||||||||
Shares issued (in Shares) | 8,584,376 | 23,157,922 | 26,585,614 | |||||||||||||||||||||||||||
Preferred stock redemption amount | $ 30,000 | $ 82,600 | $ 101,400 | |||||||||||||||||||||||||||
BOCO Investment Note [Member] | ||||||||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Expense | $ 112,500 | |||||||||||||||||||||||||||||
Common Stock Issued in Connection with Notes Payable [Member] | ||||||||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | 21,371,481 | 21,371,481 | 1,750,000 | 823,529 | ||||||||||||||||||||||||||
Common stock debt discount | $ 1,750,000 | $ 823,529 | ||||||||||||||||||||||||||||
Debt discount | $ 32,736 | $ 12,963 | ||||||||||||||||||||||||||||
Common stock, description | the Company issued the Lender 22,000,000 shares of common stock of the Company in exchange for settlement of the remaining $200,000 of the loan and all accrued interest amounting to $317,293, which were deemed paid in full (see Note 8 - BOCO Investment Note). The 22,000,000 shares issued were valued at $132,000, or $0.006 per share, based on the quoted closing price of the Company’s common stock on the measurement date. In connection with the issuance of these shares, the Company recorded a gain from debt extinguishment of $68,000 calculated as the different in the principal amount settled for shares of $200,000 and the fair value of the shares on the measurement date of $132,000. | |||||||||||||||||||||||||||||
Conversion of principal amount | $ 62,000 | $ 62,000 | ||||||||||||||||||||||||||||
Accrued interest | 4,139 | 4,139 | ||||||||||||||||||||||||||||
Fees | $ 2,250 | $ 2,250 | ||||||||||||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Common shares issued (in Shares) | 90,859 | |||||||||||||||||||||||||||||
Accounts payable | $ 2,174 | |||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.024 | |||||||||||||||||||||||||||||
GS Capital Note [Member] | Common Stock Issued in Connection with Notes Payable [Member] | ||||||||||||||||||||||||||||||
Shareholders' Deficit [Line Items] | ||||||||||||||||||||||||||||||
Common stock, description | In connection with the July 2022 GS Capital Note, on July 28, 2022, the Company issued 2,600,000 shares of its common stock as a commitment fee and the Company issued 998,008 shares of its common stock to the placement agent as a fee for the capital raises. The aggregate of 3,598,008 shares of common stock issued were recorded as a debt discount of $34,606 based on the relative fair value method to be amortized over the life of the July 2022 Note (See Note 8). |
Shareholders' Deficit (Detail_5
Shareholders' Deficit (Details) - Part-5 - USD ($) | 12 Months Ended | ||||
Sep. 06, 2022 | Jun. 23, 2022 | Apr. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders' Deficit [Line Items] | |||||
Total unrecognized compensation expense | $ 0 | $ 0 | |||
Exercise price of per share (in Dollars per share) | $ 0.009 | $ 0.025 | $ 0.025 | ||
Conversion price (in Dollars per share) | $ 0.009 | $ 0.011 | 0.00875 | $ 0.0032 | |
Deemed dividend | $ 733 | $ 3,702 | |||
Voting percentage | 10% | ||||
Fair market percentage | 110% | ||||
Incentive stock options (in Shares) | 50,000,000 | ||||
Issued or granted under incentive stock options (in Shares) | 11,445,698 | ||||
Shares of restricted stock (in Shares) | 29,451,070 | ||||
2018 Long-Term Incentive Plan [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Aggregate shares of common stock (in Shares) | 25,000,000 | ||||
Maximum [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Exercise price of per share (in Dollars per share) | $ 0.011 | ||||
Minimum [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Exercise price of per share (in Dollars per share) | 0.009 | ||||
Conversion price (in Dollars per share) | $ 0.0125 | ||||
Mercer Convertible Debt [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Exercise price of per share (in Dollars per share) | $ 0.011 | ||||
Conversion price reduced per share (in Dollars per share) | $ 0.009 | 0.011 | $ 0.025 | ||
Warrant [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Aggregate shares (in Shares) | 33,000,000 | ||||
Fair value of warrants | $ 325,785 | ||||
Warrant [Member] | Common Stock [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Aggregate shares (in Shares) | 33,000,000 | ||||
Base Conversion Price [Member] | |||||
Shareholders' Deficit [Line Items] | |||||
Exercise price of per share (in Dollars per share) | $ 0.011 |
Shareholders' Deficit (Detail_6
Shareholders' Deficit (Details) - Schedule of Activity Related to Non-Vested Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Activity Related to Non-Vested Shares [Abstract] | ||
Number of Non-Vested Shares, beginning balance | 16,970,120 | 14,270,120 |
Weighted Average Grant Date Fair Value, beginning balance | $ 0.119 | $ 0.14 |
Number of Non-Vested Shares, Granted | 3,500,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 0.014 | |
Number of Non-Vested Shares, Shares vested | (2,000,000) | (800,000) |
Weighted Average Grant Date Fair Value, Shares vested | $ (0.021) | $ (0.037) |
Number of Non-Vested Shares, ending balance | 14,970,120 | 16,970,120 |
Weighted Average Grant Date Fair Value, ending balance | $ 0.132 | $ 0.119 |
Shareholders' Deficit (Detail_7
Shareholders' Deficit (Details) - Schedule of Stock option activities - Stock options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Stock Option Activities [Abstract] | ||
Number of Options, Balance Outstanding, Beginning | 8,445,698 | 8,445,698 |
Weighted Average Exercise Price, Balance Outstanding, Beginning | $ 0.4 | $ 0.4 |
Weighted Average Remaining Contractual Term (Years), Balance Outstanding, Beginning | 4 years 5 months 4 days | |
Aggregate Intrinsic Value, Balance Outstanding, Beginning | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Remaining Contractual Term (Years), Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Number of Options, Balance Outstanding, Ending | 8,445,698 | 8,445,698 |
Weighted Average Exercise Price, Balance Outstanding, Ending | $ 0.4 | $ 0.4 |
Weighted Average Remaining Contractual Term (Years), Balance Outstanding, Ending | 2 years 5 months 4 days | 3 years 5 months 4 days |
Aggregate Intrinsic Value, Balance Outstanding, Ending | ||
Number of Options, Exercisable | 8,445,698 | |
Weighted Average Exercise Price, Exercisable | $ 0.4 | |
Weighted Average Remaining Contractual Term (Years), Exercisable, | 2 years 5 months 4 days | |
Aggregate Intrinsic Value, Exercisable |
Shareholders' Deficit (Detail_8
Shareholders' Deficit (Details) - Schedule of Warrant Activities - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders' Deficit (Details) - Schedule of Warrant Activities [Line Items] | |||
Number of Options, Balance Outstanding, Beginning (in Shares) | 17,500,000 | ||
Weighted Average Exercise Price, Balance Outstanding, Beginning | $ 0.05 | ||
Weighted Average Remaining Contractual Term (Years), Balance Outstanding, Beginning | 4 years 8 months 1 day | ||
Aggregate Intrinsic Value, Balance Outstanding, Beginning | |||
Warrant [Member] | |||
Shareholders' Deficit (Details) - Schedule of Warrant Activities [Line Items] | |||
Number of Options, Balance Outstanding, Beginning (in Shares) | 34,000,000 | ||
Weighted Average Exercise Price, Balance Outstanding, Beginning | $ 0.011 | ||
Aggregate Intrinsic Value, Balance Outstanding, Beginning | |||
Number of Options, Granted (in Shares) | 33,000,000 | ||
Weighted Average Exercise Price, Granted | $ 0.025 | ||
Weighted Average Remaining Contractual Term (Years), Granted | |||
Aggregate Intrinsic Value, Granted | |||
Number of Options, Cancelled (in Shares) | (16,500,000) | ||
Weighted Average Exercise Price, Cancelled | $ (0.05) | ||
Weighted Average Remaining Contractual Term (Years), Cancelled | |||
Aggregate Intrinsic Value, Cancelled | |||
Number of Options, Balance Outstanding, Ending (in Shares) | 34,000,000 | 34,000,000 | |
Weighted Average Exercise Price, Balance Outstanding, Ending | $ 0.011 | $ 0.011 | |
Weighted Average Remaining Contractual Term (Years), Balance Outstanding, Ending | 2 years 8 months 23 days | 3 years 8 months 23 days | |
Aggregate Intrinsic Value, Balance Outstanding, Ending | |||
Number of Options, Exercisable (in Shares) | 34,000,000 | ||
Weighted Average Exercise Price, Exercisable | $ 0.011 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 2 years 8 months 23 days | ||
Aggregate Intrinsic Value, Exercisable |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 07, 2023 | Sep. 07, 2023 | Jul. 01, 2023 | Jan. 17, 2023 | Dec. 07, 2022 | Jul. 31, 2021 | Jul. 21, 2021 | Apr. 25, 2018 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Sep. 03, 2023 | Jun. 07, 2023 | Jun. 03, 2023 | Apr. 03, 2023 | Feb. 06, 2023 | Dec. 15, 2022 | Oct. 03, 2022 | Aug. 12, 2022 | Jul. 15, 2022 | Jul. 12, 2022 | Jul. 01, 2022 | Jun. 24, 2022 | Jun. 07, 2022 | Mar. 24, 2022 | Jan. 18, 2021 | Oct. 18, 2017 | |
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Revenue | $ 2,488,493 | $ 2,232,646 | ||||||||||||||||||||||||||||
Bad debt expenses | 475,430 | 1,620,089 | ||||||||||||||||||||||||||||
Settlement expense | 175,000 | |||||||||||||||||||||||||||||
Accrued compensation | $ 312,000 | |||||||||||||||||||||||||||||
Annual salary increased | $ 300,000 | |||||||||||||||||||||||||||||
Annual salary increase percentage | 10% | |||||||||||||||||||||||||||||
Debt or equity financing | $ 1,000,000 | |||||||||||||||||||||||||||||
Capital raise rate | 5% | |||||||||||||||||||||||||||||
Shares acquired (in Shares) | 3,000,000 | |||||||||||||||||||||||||||||
Shares acquired price (in Dollars per share) | $ 0.31 | |||||||||||||||||||||||||||||
Stock options shares issued (in Shares) | 500,000 | |||||||||||||||||||||||||||||
Strike price (in Dollars per share) | $ 0.85 | |||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.0045 | $ 0.0104 | $ 0.0011 | $ 0.0045 | $ 0.006 | $ 0.0075 | $ 0.008 | $ 0.012 | $ 0.011 | $ 0.011 | $ 0.0125 | $ 0.018 | $ 0.012 | $ 0.0285 | ||||||||||||||||
Annual base salary | $ 240,000 | |||||||||||||||||||||||||||||
Salary percentage | 50% | |||||||||||||||||||||||||||||
Bonus percentage | 50% | |||||||||||||||||||||||||||||
Aggregate amount | $ 2,036,514 | 2,844,783 | ||||||||||||||||||||||||||||
Bonus paid | 10% | 10% | ||||||||||||||||||||||||||||
cash | $ 1,602,218 | |||||||||||||||||||||||||||||
Equity amount | $ 144,000 | $ 162,000 | ||||||||||||||||||||||||||||
Management agreed shares (in Shares) | 144 | 312 | ||||||||||||||||||||||||||||
Deferred aggregate amount | $ 2 | |||||||||||||||||||||||||||||
Dilutive transaction | 2,174 | |||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.85 | |||||||||||||||||||||||||||||
Issued percentage | 20% | |||||||||||||||||||||||||||||
Outstanding percentage | 20% | |||||||||||||||||||||||||||||
Common stock percentage | 300% | |||||||||||||||||||||||||||||
Option Period ,Percentage | 20% | |||||||||||||||||||||||||||||
Interest expense | $ 240,000 | |||||||||||||||||||||||||||||
Share value percentage | 300% | |||||||||||||||||||||||||||||
Non-refundable cash fee | $ 25,000 | |||||||||||||||||||||||||||||
Transaction percentage | 6.50% | |||||||||||||||||||||||||||||
Restatement Adjustment [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Revenue | $ (102,569) | |||||||||||||||||||||||||||||
Bad debt expenses | $ 102,569 | |||||||||||||||||||||||||||||
Mr. Wanke [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Equity percentage | 90% | |||||||||||||||||||||||||||||
Mr. Silverman [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
cash | $ 150,000 | |||||||||||||||||||||||||||||
Equity percentage | 50% | 90% | ||||||||||||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | 0.85 | $ 0.77 | ||||||||||||||||||||||||||||
Subscription Agreements [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.85 | |||||||||||||||||||||||||||||
Subscription Agreements [Member] | C-Bond Systems, LLC [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.77 | |||||||||||||||||||||||||||||
Employment Agreements | Mr. Silverman [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Equity percentage | 50% | |||||||||||||||||||||||||||||
Subscription Agreements [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Anti-dilution rights on common stock sales (in Shares) | 1,175,902 | 3,880,480 | 2,425,300 | |||||||||||||||||||||||||||
Dilutive transaction | $ 2,000,000 | |||||||||||||||||||||||||||||
Former Consultant [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Debt extinguishment | $ 9,250 | |||||||||||||||||||||||||||||
Accrued compensation | 0 | $ 18,250 | ||||||||||||||||||||||||||||
Property, Plant and Equipment [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
cash | 18,000 | |||||||||||||||||||||||||||||
Ms. Tomek [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Aggregate amount | $ 180,000 | |||||||||||||||||||||||||||||
Option to purchase Twenty Percentage of Mobile Tint [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Issued percentage | 20% | |||||||||||||||||||||||||||||
Outstanding percentage | 20% | |||||||||||||||||||||||||||||
Curtis Stout Inc [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Transaction percentage | 4% | |||||||||||||||||||||||||||||
Former Consultant [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Claims case | $ 16,000 | |||||||||||||||||||||||||||||
Full settlement | $ 9,000 | |||||||||||||||||||||||||||||
Mr. Silverman [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Equity investments | $ 500,000 | |||||||||||||||||||||||||||||
Aggregate amount | $ 300,000 | |||||||||||||||||||||||||||||
Mr. Silverman [Member] | Employment Agreements | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Financing triggered | $ 1,240,000 | |||||||||||||||||||||||||||||
Percentage of bonus provision | 5% | |||||||||||||||||||||||||||||
Term of base salary | 1 year | |||||||||||||||||||||||||||||
Common shares per share (in Dollars per share) | $ 0.85 | |||||||||||||||||||||||||||||
Uncovered medical/dental expenses | $ 10,000 | |||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Aggregate amount | $ 480,000 | $ 160,000 | ||||||||||||||||||||||||||||
cash | $ 16,000 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Commitments and Contingencies [Line items] | ||||||||||||||||||||||||||||||
Accrued compensation | $ 144,000 | $ 150,000 |
Concentrations (Details)
Concentrations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentrations [Line Items] | ||
FDIC insured value (in Dollars) | $ 322,007 | |
Sales [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 10.80% | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 41.80% | 41.10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 29.50% | 10.30% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 12.30% | 19.30% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 11.50% |
Segment Reporting (Details)
Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Number of reportable business segment | 2 |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Reportable Business Segments - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 2,488,493 | $ 2,232,646 | |
Depreciation and amortization | 88,859 | 89,219 | |
Interest expense | 475,430 | 1,620,089 | |
Net income (loss) | 1,886,807 | (5,156,478) | |
C-Bond [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 124,372 | 378,736 | |
Depreciation and amortization | 570 | 7,109 | |
Interest expense | 357 | 23 | |
Net income (loss) | (912,436) | (1,097,069) | |
Patriot Glass [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,364,121 | 1,853,910 | |
Depreciation and amortization | 88,289 | 82,110 | |
Interest expense | 34,566 | 20,212 | |
Net income (loss) | (44,289) | (192,566) | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Interest expense | [1] | 440,507 | 1,599,854 |
Net income (loss) | [1] | $ 2,843,532 | $ (3,866,843) |
[1] The Company does not allocate any general and administrative or financing expenses of its holding company activities to its reportable segments, because these activities are managed at the corporate level. |
Segment Reporting (Details) -_2
Segment Reporting (Details) - Schedule of Identifiable Long-Lived Tangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting (Details) - Schedule of Identifiable Long-Lived Tangible Assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 171,606 | $ 96,306 |
C-Bond [Member] | ||
Segment Reporting (Details) - Schedule of Identifiable Long-Lived Tangible Assets [Line Items] | ||
Identifiable long-lived tangible assets | 1,684 | |
Patriot Glass [Member] | ||
Segment Reporting (Details) - Schedule of Identifiable Long-Lived Tangible Assets [Line Items] | ||
Identifiable long-lived tangible assets | $ 171,606 | $ 94,622 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of Revenue by Product - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 2,488,493 | $ 2,232,646 |
C-Bond Secure multi-purpose and BRS ballistic resistant glass protection systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 9,709 | 17,311 |
C-Bond Nanoshield solution sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 112,413 | 345,470 |
Disinfection products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 10,880 | |
Window tint installation and sales recognized over time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | 2,364,121 | 1,853,910 |
Freight and delivery [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 2,250 | $ 5,075 |
Operating Lease Right-of-Use _3
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
May 31, 2022 | Feb. 28, 2022 | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2020 | |
Operating Lease Right-of-Use (“ROU”) Assets And Operating Lease Liabilities [Line Items] | |||||||
Rent payable per month | $ 5,283 | $ 788 | $ 365 | $ 4,577 | $ 5,600 | $ 4,444 | |
Lease term | 1 year | ||||||
Lease agreement, description | the Company entered into a 36-month lease agreement for the lease of a vehicle under a non-cancelable operating lease through January 2025. | the Company entered into a 48-month lease agreement for the lease of office equipment under a non-cancelable operating lease through September 2025. | |||||
Rent expenses | $ 101,501 | $ 167,875 | |||||
Maximum [Member] | MDW Management, LLC [Member] | |||||||
Operating Lease Right-of-Use (“ROU”) Assets And Operating Lease Liabilities [Line Items] | |||||||
Ownership percentage | 100% | ||||||
Minimum [Member] | |||||||
Operating Lease Right-of-Use (“ROU”) Assets And Operating Lease Liabilities [Line Items] | |||||||
Discount rate | 6.79% | ||||||
Minimum [Member] | MDW Management, LLC [Member] | |||||||
Operating Lease Right-of-Use (“ROU”) Assets And Operating Lease Liabilities [Line Items] | |||||||
Ownership percentage | 80% |
Operating Lease Right-of-Use _4
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Details) - Schedule of Operating Right-of-Use Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Right of Use Asset [Abstract] | ||
Office leases and office equipment right of use assets | $ 279,162 | $ 480,293 |
Less: accumulated amortization | (120,678) | (104,881) |
Balance of ROU assets | $ 158,484 | $ 375,412 |
Operating Lease Right-of-Use _5
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Details) - Schedule of Operating Lease Liabilities Related to the ROU Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Operating Lease Liabilities Related to the ROU Assets [Abstract] | ||
Lease liabilities related to office leases right of use assets | $ 157,752 | $ 376,566 |
Less: current portion of lease liabilities | (60,503) | (117,671) |
Lease liabilities – long-term | $ 97,249 | $ 258,895 |
Operating Lease Right-of-Use _6
Operating Lease Right-of-Use (“ROU”) Assets and Operating Lease Liabilities (Details) - Schedule of Future Minimum Base Lease Payments Due Under Non-Cancelable Operating Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Future Minimum Base Lease Payments Due Under Non Cancelable Operating Leases [Abstract] | ||
2024 | $ 75,866 | |
2025 | 67,988 | |
2026 | 39,200 | |
Total minimum non-cancelable operating lease payments | 183,054 | |
Less: discount to fair value | (25,302) | |
Total lease liability on December 31, 2023 | $ 157,752 | $ 376,566 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2023 | May 02, 2022 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||
Net proceeds | $ 250,000 | $ 250,000 | |||
Bears interest rate | 6% | ||||
Due date | May 02, 2024 | ||||
Interest expense – related party | $ 15,690 | 5,663 | 10,027 | ||
Repaid amount | $ 200,000 | $ 50,000 | 250,000 | ||
Chief Executive Officer [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Principal amount | $ 250,000 | ||||
May 2022 Note [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Principal amount due current | $ 0 | 250,000 | |||
Accrued interest payable- related party | $ 10,027 |
Sale of Nanoshield Product Li_2
Sale of Nanoshield Product Line (Details) - USD ($) | 12 Months Ended | |||||||||||||
Apr. 04, 2023 | Mar. 17, 2023 | Dec. 27, 2022 | Nov. 22, 2022 | Nov. 08, 2022 | Nov. 04, 2022 | Sep. 06, 2022 | Jul. 26, 2022 | Jun. 23, 2022 | May 02, 2022 | Mar. 14, 2022 | May 05, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Purchase price | $ 4,000,000 | |||||||||||||
Net proceeds | 1,989,755 | |||||||||||||
Sale of the product line | $ 4,051,709 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Issuance shares of common stock (in Shares) | 22,000,000 | |||||||||||||
BOCO Investments, LLC [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Principal balance amount | $ 400,000 | |||||||||||||
Accrued interest payable | 317,293 | |||||||||||||
GS Capital Partners, LLC [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 419,260 | $ 419,260 | $ 419,260 | |||||||||||
Mercer Street Global Opportunity Fund, LLC [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 271,825 | $ 271,825 | ||||||||||||
Jeff Badders [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 875,000 | $ 875,000 | $ 875,000 | |||||||||||
1800 Diagonal Lending, LLC [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 288,035 | $ 288,035 | $ 288,035 | |||||||||||
CEO [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 250,000 | |||||||||||||
BOCO Investments, LLC [Member] | ||||||||||||||
Sale of Nanoshield Product Line [Line Items] | ||||||||||||||
Repaid debt | $ 200,000 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Net operating loss carryforward | $ 10,386,000 |
Increase in valuation allowance | $ 331,612 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Taxes at the Effective Statutory Rate - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Income Taxes at the Effective Statutory Rate [Abstract] | ||
Income tax expense (benefit) at U.S. statutory rate | $ 396,229 | $ (1,081,240) |
Non-deductible expenses | (64,617) | 506,677 |
Change in valuation allowance | (331,612) | 574,563 |
Total provision for income tax |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Company’s Approximate Net Deferred Tax Asset - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Company Approximate Net Deferred Tax Asset [Abstract] | ||
Net operating loss carryforward | $ 2,176,983 | $ 2,512,665 |
Allowance for bad debt | 4,070 | |
Total deferred tax asset before valuation allowance | 2,181,053 | 2,512,665 |
Valuation allowance | (2,181,053) | (2,512,665) |
Net deferred tax asset |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 04, 2024 | Mar. 01, 2024 | Feb. 01, 2024 | Jan. 02, 2024 | Mar. 04, 2023 | Jan. 17, 2023 | Dec. 01, 2022 | Apr. 20, 2022 | Jan. 12, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Subsequent Events [Line Items] | |||||||||||||
Accrued compensation | $ 312,000 | ||||||||||||
Management agreed shares (in Shares) | 144 | 312 | |||||||||||
Fund amount | $ 125,000 | ||||||||||||
Original issue discount | 13,000 | ||||||||||||
Interest charge | $ 19,000 | ||||||||||||
Interest charge rate percentage | 12% | ||||||||||||
Obligations percentage | 220% | ||||||||||||
Conversion price percentage | (65.00%) | ||||||||||||
Discount rate percentage | 35% | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Management agreed shares (in Shares) | 250 | 1,020 | 120 | 300 | 826 | 1,014 | |||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Accrued compensation | $ 312,000 | ||||||||||||
Management agreed shares (in Shares) | 312 | ||||||||||||
Aggregate principal amount | $ 157,000 | ||||||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Management agreed shares (in Shares) | 50 | ||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Management agreed shares (in Shares) | 200 | 200 | |||||||||||
Share issued (in Shares) | 5,772,973 | ||||||||||||
Redemption value | $ 20,000 | $ 20,000 | |||||||||||
Share issued | 5,781,562 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Interest Rate percentage | 22% | ||||||||||||
Mercer Convertible Debt [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Excess outstanding shares percentage | 4.99% | ||||||||||||
Promissory Note [Member] | |||||||||||||
Subsequent Events [Line Items] | |||||||||||||
Conversion Price (in Dollars per share) | $ 0.0025 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of Monthly Payment $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | $ 175,840 |
August 30, 2024 [Member] | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | 87,920 |
September 30, 2024 [Member] | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | 21,980 |
October 30, 2024 [Member] | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | 21,980 |
November 30, 2024 [Member] | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | 21,980 |
December 30, 2024 [Member] | |
Subsequent Events (Details) - Schedule of Monthly Payment [Line Items] | |
Total monthly payment | $ 21,980 |