Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 11, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | U.S. Lighting Group, Inc. | ||
Entity Central Index Key | 0001536394 | ||
Entity File Number | 000-55689 | ||
Entity Tax Identification Number | 46-3556776 | ||
Entity Incorporation, State or Country Code | FL | ||
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 | $ 3,409,198 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 1148 East 222nd Street | ||
Entity Address, City or Town | Euclid | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44117 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | 216 | ||
Local Phone Number | 896-7000 | ||
Entity Listings [Line Items] | |||
Title of 12(g) Security | Common Stock, $0.0001 Par Value | ||
Entity Common Stock, Shares Outstanding | 102,786,188 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | BF Borgers CPA PC |
Auditor Firm ID | 5041 |
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 0 | $ 124,529 |
Accounts receivable | 155,023 | 5,950 |
Prepaid expenses and other current assets | 59,176 | 87,174 |
Inventory | 151,136 | 200,162 |
Total Current Assets | 365,336 | 417,815 |
Property and equipment, net | 2,704,553 | 2,298,107 |
Total Assets | 3,069,889 | 2,715,922 |
Current Liabilities: | ||
Accounts payable | 1,025,076 | 607,647 |
Accrued expenses | 289,543 | 111,223 |
Accrued Payroll to former officer | 125,167 | 125,167 |
Deferred revenue | 151,839 | |
Loan payable, current | 169,634 | 140,905 |
Total Current Liabilities | 1,877,622 | 1,160,942 |
Loans payable, net of current portion | 267,463 | 300,351 |
Loans payable, related party | 5,574,017 | 7,004,629 |
Total Liabilities | 7,719,102 | 8,465,922 |
Shareholders’ Equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares - authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value, 500,000,000 shares 10,494 10,209 authorized; 102,786,188 shares issued and outstanding | ||
Additional paid-in-capital | 21,928,423 | 19,771,111 |
Accumulated deficit | (26,588,130) | (25,531,320) |
Total Shareholders’ Equity (Deficit) | (4,649,213) | (5,750,000) |
Total Liabilities and Shareholders’ Equity (Deficit) | 3,069,889 | 2,715,922 |
Related Party | ||
Current Liabilities: | ||
Loans payable, related party | 116,362 | 176,000 |
Loans payable, related party | $ 5,574,017 | $ 7,004,629 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 1,049,410,209 |
Common stock, shares issued | 102,786,188 | 102,786,188 |
Common stock, shares outstanding | 102,786,188 | 102,786,188 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 3,625,926 | $ 1,083,114 |
Cost of goods sold | 2,768,292 | 1,217,196 |
Gross profit (loss) | 857,634 | (134,082) |
Operating expenses: | ||
Selling, general and administrative expenses | 1,910,172 | 1,603,565 |
Total operating expenses | 1,910,172 | 1,603,565 |
Loss from operations | (1,052,538) | (1,737,647) |
Other income (expense): | ||
Other Income | 108,081 | 60,931 |
Interest Income | 1,283 | 4,232 |
Gain/loss on sale of assets | 7,819 | 23,422 |
Realized gain/loss | (306,281) | |
Interest expense | (124,829) | (156,977) |
Net loss from related party - Mig Marine acquisition | (6,878,000) | |
Total other income (expense) | (7,647) | (7,252,673) |
Income (loss) before tax provision | (1,060,185) | (8,990,320) |
Tax Provision | (44,783) | |
Net income (loss) | $ (1,104,968) | $ (8,990,320) |
Basic income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.09) |
Diluted income (loss) per share (in Dollars per share) | $ (0.01) | $ (0.09) |
Weighted average common shares outstanding, basic (in Shares) | 101,736,743 | 98,570,258 |
Weighted average common shares outstanding, diluted (in Shares) | 101,736,743 | 98,570,258 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 10,000 | $ 17,798,540 | $ (16,541,000) | $ 1,267,540 | |
Balance (in Shares) at Dec. 31, 2021 | 97,848,735 | ||||
Sale of Common Stock | $ 140 | 139,860 | 140,000 | ||
Sale of Common Stock (in Shares) | 1,400,000 | ||||
Stock issued for services & compensation | $ 69 | 71,711 | 71,780 | ||
Stock issued for services & compensation (in Shares) | 686,090 | ||||
Forgiveness of shareholder loan & accrued interest | 1,761,000 | 1,761,000 | |||
Net Income (Loss) | (8,990,320) | (8,990,320) | |||
Balance at Dec. 31, 2022 | $ 10,209 | 19,771,111 | (25,531,320) | (5,750,000) | |
Balance (in Shares) at Dec. 31, 2022 | 99,934,825 | ||||
Sale of Common Stock | $ 268 | 183,217 | 183,485 | ||
Sale of Common Stock (in Shares) | 2,675,000 | ||||
Stock issued for services & compensation | $ 18 | 17,623 | 17,641 | ||
Stock issued for services & compensation (in Shares) | 176,363 | ||||
Forgiveness of shareholder loan & accrued interest | 2,004,630 | 2,004,630 | |||
Net Income (Loss) | (1,104,968) | (1,104,968) | |||
Balance at Dec. 31, 2023 | $ 10,494 | $ 21,976,581 | $ (26,636,288) | $ (4,649,213) | |
Balance (in Shares) at Dec. 31, 2023 | 102,786,188 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,104,968) | $ (8,990,320) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 194,195 | 74,523 |
Stock issued for services & compensation | 17,625 | 70,630 |
Unrealized loss from investments | 306,281 | |
Changes in Assets and Liabilities: | ||
Accounts receivable | (149,073) | (5,950) |
Inventory | 49,026 | (135,162) |
Prepaid expenses and other current assets | 27,998 | 69,826 |
Deposits & other assets | 122,342 | 9,000 |
Accounts payable | 417,429 | 473,146 |
Accrued expenses | 178,320 | |
Accrued payroll to a former officer | (482,150) | |
Deferred revenue | 29,498 | (10,000) |
Notes Payable related party | 6,878,000 | |
Accrued interest on loans | 78,223 | |
Accrued interest on related party loans | 126,296 | |
Net cash used in operating activities | (217,608) | (1,537,657) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (600,641) | (644,630) |
Proceeds from sale of equipment | 120,000 | |
Proceeds from investments | 1,340,719 | |
Net cash (used in) provided by investing activities | (600,641) | 816,089 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock | 183,500 | 140,000 |
Proceeds from common stock compensation | 71,780 | |
Proceeds from loans payable | 122,200 | |
Proceeds from notes payable, related party | 535,575 | 629,857 |
Payment of loans payable | (126,359) | 122,497 |
Payments on notes payable related party | (21,196) | (407,037) |
Net cash provided by financing activities | 693,720 | 557,097 |
Net change in cash | (124,529) | (164,471) |
Cash beginning of period | 124,529 | 289,000 |
Cash end of period | $ 124,529 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization [Abstract] | |
ORGANIZATION | NOTE 1 – ORGANIZATION US Lighting Group, Inc. (the “Company”) is a parent company comprised of four subsidiaries - Cortes Campers, LLC, a brand of high-end molded fiberglass campers, Futuro Houses, LLC, which is focused on design and sales of molded fiberglass homes, Fusion X Marine, LLC, a high-performance boat designer, and MIG Marine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our other business lines. On January 11, 2021, we formed Cortes Campers to operate our new brand of innovative travel trailers. During the second part of 2021, we invested heavily in research and development as well as production planning for the 17-foot camper and began selling campers in early 2022. The Company created a new wholly owned subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. The subsidiary has had no sales as of the date of this report. On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company, to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first “UFO” themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen. In 2023, we sold one home. On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003 and a related party to the Company. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve production cycles and scale to meet the demand of Cortes Campers generated order back-log. On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. We have been in the design and R&D stage for this product line throughout the fourth quarter of 2023. We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind camper models under the Cortes Campers brand as well as prefabricated housing segment. As of December 31, 2023, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers. The Company is a Florida corporation founded in 2003. We are headquartered in Euclid, Ohio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Dollar amounts are rounded to the nearest thousands of dollars. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk in cash. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, we had no cash equivalents. Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation. Basic and Diluted Earnings Per Share Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. As of December 31, 2023, and December 31, 2022, respectively, there are no shares of common stock issuable under convertible note agreements. Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. Unit Sales The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery. Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Dealer Arrangement Fees Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee. The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation. The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time. Accounts Receivable The carrying amount of receivables is reduced by a valuation allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. Based on their assessment, management determined that the risk of credit loss was not material; therefore, there was no valuation allowance recorded as of December 31, 2023 and 2022. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. The Company provides inventory adjustments based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows: Building 40 years Building and improvements 7 - 15 years Vehicles 5 years Office equipment 3 years Furniture and fixtures 7 years Production molds and fixtures 5 years Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound and outbound freight are reported as cost of goods sold in the consolidated Statements of Operations. The Company classifies amounts billed to customers for shipping fees as revenues. Income Taxes The provision for income taxes is computed by applying statutory rates to income before taxes. Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100 % valuation allowance has been established on deferred tax assets at December 31, 2023 and 2022, due to the uncertainty of our ability to realize future taxable income. We account for uncertainty in income taxes in our financial statements as required under ASC 740, “Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by us in our tax returns. Fair Value Measurements The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, accrued payroll liabilities, and advanced customer deposits, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of the line of credit and notes payable approximate their fair values because the interest rates on these obligations are based on prevailing market interest rates. Stock-based Compensation The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period associated with the grant. The Company recognizes the expense based on the fair market value at time of the grant. The Company on occasion will compensate employees and vendors by issuing shares of stock in lieu of a cash payment. Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity [Abstract] | |
LIQUIDITY | NOTE 3 – LIQUIDITY The accompanying 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. For the year ended December 31, 2023, the Company recognized a net loss of $1,104,968 and cash used in operating activities was $217,608. As the Company further develops its products and markets, the Company may need to raise additional capital or borrow additional funds to support increasing levels of working capital until it is able to generate sufficient revenues. Management plans to generate increasing revenues and as needed raise additional capital or borrow additional funds in order to provide liquidity and fund increasing levels of working capital to continue operations as a going concern. However, there is no assurance the Company will be successful in accomplishing its plans. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Sale of Assets
Sale of Assets | 12 Months Ended |
Dec. 31, 2023 | |
Sale of Assets [Abstract] | |
SALE OF ASSETS | NOTE 4 – SALE OF ASSETS On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of December 31, 2022, these assets had all been sold. The realized loss on these assets was $306,281 for the year ended December 31, 2022. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment for continuing operations consist of the following at December 31, 2023, and 2022: 2023 2022 Building and improvements $ 676,025 $ 664,183 Land 96,000 96,000 Vehicles 127,262 146,893 Office equipment 18,421 18,421 Production molds and fixtures 1,408,160 1,095,758 Tooling and fixtures 733,001 462,570 Other equipment 90,131 72,059 Furniture and fixtures 4,746 4,746 Total property and equipment cost 3,153,746 2,560,630 Less: accumulated depreciation and amortization (449,193 ) (262,523 ) Property and equipment, net $ 2,704,553 $ 2,298,107 |
Accrued Payroll to Officer
Accrued Payroll to Officer | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Payroll to Officer [Abstract] | |
ACCRUED PAYROLL TO OFFICER | NOTE 6 – ACCRUED PAYROLL TO OFFICER Beginning in January 2018, the Company’s former CEO voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former CEO was $125,167 as of December 31, 2023 and December 31, 2022. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable to Related Parties [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE 7 – LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consists of the following at December 31, 2023 and 2022: 2023 2022 On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $638,333 and a 6.25% interest bearing seller note in the amount of $6,195,000. The balance outstanding as of December 31, 2022 includes accrued interest of $126,926. During 2023 an agreement was executed resulting in the forgiveness of the accrued interest as of December 31, 2022 and no interest accrual during 2023. As Paul Spivak is a related party and a significant shareholder of the Company, the forgiveness of the accrued interest was treated as an in-substance capital contribution in 2023. In March 2024, the Company executed another cancellation of debt agreement with Paul Spivak. Pursuant to that agreement, Spivak cancelled and forgave the $638,333 deposit and $1,195,000 of the principal of the note effective December 31, 2023. In addition, no interest will accrue on the remaining note in 2024 and the final payment of the note is due December 1, 2029. The agreement effective December 31, 2023, was also treated as an in-substance capital contribution in 2023. $ 5,000,000 $ 7,004,629 Loans payable to Paul Spivak issued in at various dates in 2022 and 2023. The loans are at zero percent interest and are payable on demand. 153,167 100,000 Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $30,000 personal loan with First Electronic Bank and advanced the proceeds to the Company. The loan accrues interest at 13.49% and 60 payments of principal and interest through maturity in April 2028. 27,445 - Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $76,000 of the notes have a zero percent interest rate. The other notes are payable over terms of 48 to 84 months with interest rates ranging from 14.99% to 19.49%. 303,037 76,000 Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%. 206,730 - Total loans payable to related parties 5,690,379 7,180,629 Less: current portion (116,362 ) (176,000 ) Loans payable to related parties, long-term $ 5,574,017 $ 7,004,629 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 8 – LOANS PAYABLE Loans payable as of December 31,2023 and 2022 are as follows: 2023 2022 On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate. $ 256,184 $ 259,450 The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%. 45,109 59,671 On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is secured by the former CEO. 14,036 122,135 On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. 15,555 - On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%. Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon a n event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10 day period prior to conversion. 106,213 - Total loans payable 437,097 441,256 Less: current portion (169,634 ) (140,905 ) Loans payable, long term $ 267,463 $ 300,351 |
Convertible Secured Note Payabl
Convertible Secured Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Secured Note Payable [Abstract] | |
CONVERTIBLE SECURED NOTE PAYABLE | NOTE 9 – CONVERTIBLE SECURED NOTE PAYABLE As of June 4, 2021, the remaining Convertible Note was no longer convertible into shares of common stock since the conversion rights expired on June 4,2021, and the note stopped accruing interest on its maturity date on June 5, 2021. During the year 2022, this note was reclassified to accounts payable. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 10 – SHAREHOLDERS’ EQUITY Common shares issued for cash During the year ended December 31, 2023, and 2022, the Company received proceeds of $183,485 and $140,000 on the private placement of 2,675,000 and 1,400,000 shares of common stock, at an average price between $0.10 and $0.15 per share, respectively. During the years ended December 31, 2023 and 2022, the Company issued 176,363 and 686,090 shares of common stock, respectively, for services for a total non-cash expense of $17,641 and $71,780, respectively. Summary of Warrants In 2023, we issued to Alumni Capital LP a warrant to acquire up to 6,666,667 shares of our stock for a five-year term. The per share warrant exercise price is not fixed, but is instead determined at the time of exercise by dividing $15.0 million by the number of shares of our common stock then outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income taxes [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES At December 31, 2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The federal amount available is approximately $6,000,000. The carryforwards expire in various amounts through 2042. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years). |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2023 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 12 – LEGAL PROCEEDINGS There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the year ended December 31, 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Subsequent to the time period of the financial statements, the Company received additional loans payable to related parties totaling $229,050. Each such loan is non-interest-bearing and payable on demand. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,104,968) | $ (8,990,320) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Dollar amounts are rounded to the nearest thousands of dollars. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk in cash. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, we had no cash equivalents. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation. |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period. As of December 31, 2023, and December 31, 2022, respectively, there are no shares of common stock issuable under convertible note agreements. |
Revenue Recognition | Revenue Recognition Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. Unit Sales The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery. Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Dealer Arrangement Fees Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee. The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation. The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time. |
Accounts Receivable | Accounts Receivable The carrying amount of receivables is reduced by a valuation allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. Based on their assessment, management determined that the risk of credit loss was not material; therefore, there was no valuation allowance recorded as of December 31, 2023 and 2022. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. The Company provides inventory adjustments based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows: Building 40 years Building and improvements 7 - 15 years Vehicles 5 years Office equipment 3 years Furniture and fixtures 7 years Production molds and fixtures 5 years Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. |
Shipping and Handling Costs | Shipping and Handling Costs The Company’s shipping and handling costs relating to inbound and outbound freight are reported as cost of goods sold in the consolidated Statements of Operations. The Company classifies amounts billed to customers for shipping fees as revenues. |
Income Taxes | Income Taxes The provision for income taxes is computed by applying statutory rates to income before taxes. Deferred income taxes are recognized for the tax consequences in future years of temporary differences between the financial reporting and tax bases of assets and liabilities as of each period-end based on enacted tax laws and statutory rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A 100 % valuation allowance has been established on deferred tax assets at December 31, 2023 and 2022, due to the uncertainty of our ability to realize future taxable income. We account for uncertainty in income taxes in our financial statements as required under ASC 740, “Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by us in our tax returns. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, accrued payroll liabilities, and advanced customer deposits, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of the line of credit and notes payable approximate their fair values because the interest rates on these obligations are based on prevailing market interest rates. |
Stock-based Compensation | Stock-based Compensation The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period associated with the grant. The Company recognizes the expense based on the fair market value at time of the grant. The Company on occasion will compensate employees and vendors by issuing shares of stock in lieu of a cash payment. |
Recently Accounting Pronouncements | Recently Accounting Pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of property and equipment estimated useful lives [Abstract] | |
Schedule of Property and Equipment and Estimated Useful Lives of the Assets | Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows: Building 40 years Building and improvements 7 - 15 years Vehicles 5 years Office equipment 3 years Furniture and fixtures 7 years Production molds and fixtures 5 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment for continuing operations consist of the following at December 31, 2023, and 2022: 2023 2022 Building and improvements $ 676,025 $ 664,183 Land 96,000 96,000 Vehicles 127,262 146,893 Office equipment 18,421 18,421 Production molds and fixtures 1,408,160 1,095,758 Tooling and fixtures 733,001 462,570 Other equipment 90,131 72,059 Furniture and fixtures 4,746 4,746 Total property and equipment cost 3,153,746 2,560,630 Less: accumulated depreciation and amortization (449,193 ) (262,523 ) Property and equipment, net $ 2,704,553 $ 2,298,107 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable to Related Parties [Abstract] | |
Schedule of Loans Payable to Related Parties | Loans payable to related parties consists of the following at December 31, 2023 and 2022: 2023 2022 On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $638,333 and a 6.25% interest bearing seller note in the amount of $6,195,000. The balance outstanding as of December 31, 2022 includes accrued interest of $126,926. During 2023 an agreement was executed resulting in the forgiveness of the accrued interest as of December 31, 2022 and no interest accrual during 2023. As Paul Spivak is a related party and a significant shareholder of the Company, the forgiveness of the accrued interest was treated as an in-substance capital contribution in 2023. In March 2024, the Company executed another cancellation of debt agreement with Paul Spivak. Pursuant to that agreement, Spivak cancelled and forgave the $638,333 deposit and $1,195,000 of the principal of the note effective December 31, 2023. In addition, no interest will accrue on the remaining note in 2024 and the final payment of the note is due December 1, 2029. The agreement effective December 31, 2023, was also treated as an in-substance capital contribution in 2023. $ 5,000,000 $ 7,004,629 Loans payable to Paul Spivak issued in at various dates in 2022 and 2023. The loans are at zero percent interest and are payable on demand. 153,167 100,000 Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $30,000 personal loan with First Electronic Bank and advanced the proceeds to the Company. The loan accrues interest at 13.49% and 60 payments of principal and interest through maturity in April 2028. 27,445 - Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $76,000 of the notes have a zero percent interest rate. The other notes are payable over terms of 48 to 84 months with interest rates ranging from 14.99% to 19.49%. 303,037 76,000 Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%. 206,730 - Total loans payable to related parties 5,690,379 7,180,629 Less: current portion (116,362 ) (176,000 ) Loans payable to related parties, long-term $ 5,574,017 $ 7,004,629 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable | Loans payable as of December 31,2023 and 2022 are as follows: 2023 2022 On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate. $ 256,184 $ 259,450 The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%. 45,109 59,671 On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is secured by the former CEO. 14,036 122,135 On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. 15,555 - On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%. Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon a n event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10 day period prior to conversion. 106,213 - Total loans payable 437,097 441,256 Less: current portion (169,634 ) (140,905 ) Loans payable, long term $ 267,463 $ 300,351 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment and Estimated Useful Lives of the Assets | Dec. 31, 2023 |
Building [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 40 years |
Building and improvements [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Building and improvements [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 15 years |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Office equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Production molds and fixtures [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Liquidity (Details)
Liquidity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity [Line Items] | ||
Net loss | $ (1,104,968) | $ (8,990,320) |
Net cash used in operating activities | $ (217,608) | $ (1,537,657) |
Sale of Assets (Details)
Sale of Assets (Details) - USD ($) | 12 Months Ended | |
May 17, 2020 | Dec. 31, 2022 | |
Sale of Assets [Line Items] | ||
Purchased value of mutual fund assets | $ 3,800,000 | |
Realiszed loss | $ 306,281 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of property and equipment [Line Items] | ||
Total property and equipment cost | $ 3,153,746 | $ 2,560,630 |
Less: accumulated depreciation and amortization | (449,193) | (262,523) |
Property and equipment, net | 2,704,553 | 2,298,107 |
Building and Improvements [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 676,025 | 664,183 |
Land [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 96,000 | 96,000 |
Vehicles [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 127,262 | 146,893 |
Office equipment [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 18,421 | 18,421 |
Production molds and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 1,408,160 | 1,095,758 |
Tooling and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 733,001 | 462,570 |
Other equipment [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | 90,131 | 72,059 |
Furniture and fixtures [Member] | ||
Schedule of property and equipment [Line Items] | ||
Property and equipment, gross | $ 4,746 | $ 4,746 |
Accrued Payroll to Officer (Det
Accrued Payroll to Officer (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Payroll to Officer [Abstract] | ||
Compensation owed to the Company’s former CEO | $ 125,167 | $ 125,167 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | $ 5,690,379 | $ 7,180,629 |
Less: current portion | (116,362) | (176,000) |
Loans payable to related parties, long-term | 5,574,017 | 7,004,629 |
Mig Marine [Member] | ||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | 5,000,000 | 7,004,629 |
Paul Spivak [Member] | ||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | 153,167 | 100,000 |
Olga Smirnova [Member] | ||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | 27,445 | |
Anthony R. Corpora [Member] | ||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | 303,037 | 76,000 |
Michael A [Member] | ||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties [Line Items] | ||
Total loans payable to related parties | $ 206,730 |
Loans Payable to Related Part_4
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) - USD ($) | 12 Months Ended | ||
Aug. 05, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Paul Spivak [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Cash deposit payment | $ 638,333 | ||
Interest bearing | 6.25% | ||
Seller amount | $ 6,195,000 | ||
Accrued interest | $ 126,926 | ||
Deposit | $ 638,333 | ||
Principal amount | 1,195,000 | ||
Olga Smirnova [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Personal loan | $ 30,000 | ||
Interest rates | 13.49% | ||
Anthony R. Corpora [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Loans payable | $ 76,000 | ||
Anthony R. Corpora [Member] | Minimum [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Interest rates | 14.99% | ||
Anthony R. Corpora [Member] | Maximum [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Interest rates | 19.49% | ||
Michael A [Member] | Minimum [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Interest rates | 11.42% | ||
Michael A [Member] | Maximum [Member] | |||
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) [Line Items] | |||
Interest rates | 19.49% |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total loans payable | $ 437,097 | $ 441,256 |
Less: current portion | (169,634) | (140,905) |
Loans payable, long term | 267,463 | 300,351 |
Real Estate Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total loans payable | 256,184 | 259,450 |
Vehicle loans [Member] | ||
Debt Instrument [Line Items] | ||
Total loans payable | 45,109 | 59,671 |
Working Capital [Member] | ||
Debt Instrument [Line Items] | ||
Total loans payable | 14,036 | 122,135 |
Router [Member] | ||
Debt Instrument [Line Items] | ||
Total loans payable | 15,555 | |
Convertible Note Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total loans payable | $ 106,213 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of Loans Payable (Parentheticals) | 12 Months Ended | ||||
Nov. 02, 2023 USD ($) Days | May 26, 2023 USD ($) | Nov. 07, 2022 USD ($) | Aug. 26, 2020 USD ($) | Dec. 31, 2023 | |
Real Estate Loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan term amount | $ 265,339 | ||||
Interest rate | 9.49% | ||||
Due date | Sep. 10, 2030 | ||||
Monthly payments | 119 months | ||||
Monthly payments amount | $ 2,322 | ||||
Final balloon payment | $ 224,835 | ||||
Vehicle loans [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 10.99% | ||||
Vehicle loans [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan periods | 72 months | ||||
Vehicle loans [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan periods | 144 months | ||||
Working Capital [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan term amount | $ 150,000 | ||||
Interest rate | 38% | ||||
Monthly payments | 12 months | ||||
Router [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan term amount | $ 17,200 | ||||
Interest rate | 14.58% | ||||
Monthly payments | 60 months | ||||
Monthly payments amount | $ 475 | ||||
Convertible Note Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan term amount | $ 120,750 | ||||
Interest rate | 60% | ||||
Due date | Aug. 15, 2024 | ||||
Monthly payments | 9 months | ||||
Discount rate | 39% | ||||
Conversion period (in Days) | Days | 10 |
Convertible Secured Note Paya_2
Convertible Secured Note Payable (Details) | Jun. 04, 2021 |
Convertible Secured Note Payable [Line Items] | |
Conversion rights expired | Jun. 04, 2021 |
Convertible Secured Note Payable [Member] | |
Convertible Secured Note Payable [Line Items] | |
Maturity date of accruing interest | Jun. 05, 2021 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity [Line Items] | ||
Received proceeds | $ 183,485 | $ 140,000 |
Shares of common stock | 176,363 | 686,090 |
Total non-cash expense | $ 17,641 | $ 71,780 |
Warrant acquire shares | 6,666,667 | |
Warrant exercise price | $ 15,000,000 | |
Private Placement [Member] | ||
Shareholders’ Equity [Line Items] | ||
Shares of common stock | 2,675,000 | 1,400,000 |
Average price | $ 0.1 | $ 0.15 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Line Items] | |
Federal amount (in Dollars) | $ 6,000,000 |
Ownership change [Member] | Minimum [Member] | |
Income Taxes [Line Items] | |
Shareholders ownership, percentage | 5% |
Ownership change [Member] | Maximum [Member] | |
Income Taxes [Line Items] | |
Shareholders ownership, percentage | 50% |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 31, 2023 USD ($) |
Related Party [Member] | |
Subsequent Events [Line Items] | |
Loans payable to related parties | $ 229,050 |