Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 09, 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 | US NUCLEAR CORP. | ||
Entity Central Index Key | 0001543623 | ||
Entity File Number | 000-54617 | ||
Entity Tax Identification Number | 45-4535739 | ||
Entity Incorporation, State or Country Code | DE | ||
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 | $ 3,093,191 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 7051 Eton Avenue | ||
Entity Address, City or Town | Canoga Park | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91303 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (818) | ||
Local Phone Number | 883-7043 | ||
Entity Listings [Line Items] | |||
Title of 12(g) Security | Common Stock, $0.0001 par value per share | ||
Entity Common Stock, Shares Outstanding | 44,391,778 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Fruci & Associates II, PLLC |
Auditor Firm ID | 5525 |
Auditor Location | Spokane, Washington |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 152,840 | $ 126,109 |
Accounts receivable, net | 342,172 | 329,858 |
Note receivable | 21,149 | |
Inventories | 1,761,783 | 2,024,664 |
Prepaid expenses and other current assets | 26,370 | |
TOTAL CURRENT ASSETS | 2,277,944 | 2,507,001 |
Property and equipment, net | 4,217 | 6,501 |
Investments | 4,539 | 10,059 |
Acquisition deposit | 15,000 | |
Goodwill | 570,176 | 570,176 |
TOTAL ASSETS | 2,856,876 | 3,108,737 |
CURRENT LIABILITIES | ||
Accounts payable | 207,929 | 100,398 |
Accrued liabilities | 1,020,743 | 688,422 |
Accrued compensation - officers | 860,000 | 695,000 |
Customer deposit | 6,771 | 88,694 |
Deferred revenue | 51,578 | |
Notes payable | 104,308 | 9,574 |
Convertible notes payable, net of debt discount | 600,614 | 412,953 |
Line of credit | 311,273 | 307,321 |
TOTAL CURRENT LIABILITIES | 4,839,495 | 3,457,041 |
TOTAL LIABILITIES | 4,839,495 | 3,457,041 |
COMMITMENTS & CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 40,173,778 and 31,621,242 shares issued and outstanding | 4,017 | 3,162 |
Common shares to be issued | 126,000 | 39,000 |
Additional paid in capital | 16,454,048 | 14,740,401 |
Accumulated deficit | (18,566,684) | (15,130,867) |
TOTAL SHAREHOLDERS’ EQUITY | (1,982,619) | (348,304) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,856,876 | 3,108,737 |
Related Party | ||
CURRENT LIABILITIES | ||
Accounts payable - related party | 456,000 | 280,000 |
Shareholder | ||
CURRENT LIABILITIES | ||
Note payable to shareholder | $ 1,220,279 | $ 874,679 |
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 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,173,778 | 31,621,242 |
Common stock, shares outstanding | 40,173,778 | 31,621,242 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 2,231,095 | $ 2,091,366 |
Cost of sales | 1,306,789 | 1,303,298 |
Gross profit | 924,306 | 788,068 |
Operating expenses | ||
Professional fees | 376,056 | 326,118 |
Officer compensation | 175,000 | 170,000 |
Payroll and related expense | 637,172 | 957,954 |
Selling, general and administrative expenses | 1,377,722 | 830,027 |
Total operating expenses | 2,565,950 | 2,284,099 |
Loss from operations | (1,641,644) | (1,496,031) |
Other income (expense) | ||
Interest expense | (307,136) | (63,912) |
Loss on deconsolidation | (2,539) | |
Amortization of debt discount | (1,347,070) | (482,852) |
Loss on investment deposit | (15,000) | |
Loss on extinguishment of debt | (79,646) | |
Loss on conversion of stock | (32,710) | |
Equity loss in investment | (8,059) | |
Total other income (expense) | (1,792,160) | (546,764) |
Loss before provision for income taxes | (3,433,804) | (2,042,795) |
Provision for income taxes | ||
Net loss | (3,433,804) | (2,042,795) |
Deemed dividend for down-round provision in warrants | (2,013) | (17,924) |
Net loss attributed to common stockholders | $ (3,435,817) | $ (2,060,719) |
Weighted average shares outstanding - basic (in Shares) | 36,060,208 | 29,504,433 |
Loss per share – basic (in Dollars per share) | $ (0.1) | $ (0.07) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Weighted average shares outstanding - diluted | 36,060,208 | 29,504,433 |
Loss per share – diluted | $ (0.10) | $ (0.07) |
Consolidated Statement of Chang
Consolidated Statement of Changes In Shareholders’ Equity - USD ($) | Common Stock | Common Stock Payable | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 2,835 | $ 13,508,582 | $ (13,070,148) | $ 441,269 | |
Balance (in Shares) at Dec. 31, 2021 | 28,353,215 | ||||
Issuance of common stock for services | $ 105 | 197,865 | 197,970 | ||
Issuance of common stock for services (in Shares) | 1,043,027 | ||||
Issuance of common stock for loan incentive | $ 62 | 99,957 | 100,019 | ||
Issuance of common stock for loan incentive (in Shares) | 625,000 | ||||
Issuance of common stock for debt and interest | $ 160 | 259,840 | 260,000 | ||
Issuance of common stock for debt and interest (in Shares) | 1,600,000 | ||||
Common shares to be issued for services | 39,000 | 39,000 | |||
Debt discount on issuance of convertible debt | 656,233 | 656,233 | |||
Deemed dividend for down-round provision in warrants | 17,924 | (17,924) | |||
Net loss | (2,042,795) | (2,042,795) | |||
Balance at Dec. 31, 2022 | $ 3,162 | 39,000 | 14,740,401 | (15,130,867) | (348,304) |
Balance (in Shares) at Dec. 31, 2022 | 31,621,242 | ||||
Issuance of common stock for services | $ 492 | 453,673 | 454,165 | ||
Issuance of common stock for services (in Shares) | 4,920,300 | ||||
Additional BCF discount for down-round provision on notes | 912,248 | 912,248 | |||
Cashless exercise of warrants | $ 129 | (129) | |||
Cashless exercise of warrants (in Shares) | 1,289,236 | ||||
Investment in Averox | 2,539 | 2,539 | |||
Debt discount on issuance of warrant | 79,646 | 79,646 | |||
Issuance of common stock for debt and interest | $ 208 | 350,683 | 350,891 | ||
Issuance of common stock for debt and interest (in Shares) | 2,083,000 | ||||
Common shares to be issued for services | $ 26 | 87,000 | (87,026) | ||
Common shares to be issued for services (in Shares) | 260,000 | ||||
Deemed dividend for down-round provision in warrants | 2,013 | (2,013) | |||
Net loss | (3,433,804) | (3,433,804) | |||
Balance at Dec. 31, 2023 | $ 4,017 | $ 126,000 | $ 16,454,048 | $ (18,566,684) | $ (1,982,619) |
Balance (in Shares) at Dec. 31, 2023 | 40,173,778 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (3,433,804) | $ (2,042,795) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,141 | 3,218 |
Bad debt expense | 6,590 | |
IRS Penalties | 117,154 | |
Issuance of common stock for services | 454,165 | 267,246 |
Amortization of debt discounts | 1,347,070 | 482,852 |
Finance costs | 197,643 | 8,750 |
Loss on deconsolidation | 2,539 | |
Loss on investment deposit | 15,000 | |
Loss on extinguishment of debt | 79,646 | |
Loss on conversion of stock | 32,710 | |
Equity loss in investment | 8,059 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18,904) | (166,281) |
Inventories | 262,881 | (232,352) |
Prepaid expenses and other current assets | 26,370 | (12,620) |
Accounts payable | 107,531 | 8,539 |
Accounts payable - related parties | 176,000 | 151,500 |
Accrued liabilities | 218,110 | 115,532 |
Accrued compensation - officers | 165,000 | 105,000 |
Deferred revenue | 51,578 | |
Customer deposits | (81,923) | (12,648) |
Net cash used in operating activities | (263,444) | (1,324,059) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (858) | |
Note receivable | (21,149) | |
Cash paid for investment | (2,539) | |
Net cash used in investing activities | (24,546) | |
FINANCING ACTIVITIES | ||
Net borrowings (repayments) under lines of credit | 3,952 | 26,149 |
Proceeds from notes payable | 122,501 | |
Repayments on notes payable | (27,767) | (37,217) |
Proceeds from convertible notes payable | 916,500 | |
Repayments on convertible notes payable | (129,565) | |
Proceeds from note payable to shareholder | 432,200 | 304,633 |
Repayments for note payable to shareholder | (86,600) | (6,214) |
Net cash provided by (used in) financing activities | 314,721 | 1,203,851 |
NET INCREASE (DECREASE) IN CASH | 26,731 | (120,208) |
CASH | ||
Beginning of period | 126,109 | 246,317 |
End of period | 152,840 | 126,109 |
Supplemental disclosures of cash flow information | ||
Taxes paid | ||
Interest paid | 20,435 | 11,973 |
Non-Cash investing and financing activities | ||
Beneficial conversion feature on down-round provision | 912,248 | 239,044 |
Common shares issued for future services | 126,000 | 39,000 |
Deemed dividend on down round provision | 2,013 | 17,924 |
Common stock issued for conversion of convertible debt and accrued interest | 351,890 | 260,000 |
Original issue debt discount | $ 751,026 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1 – Organization and Basis of Presentation Organization and Line of Business US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on February 14, 2012. On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. The Company is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $3,433,804 for the year ended December 31, 2023, and had an accumulated deficit of $18,566,684 as of December 31, 2023, which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
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 Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optron, and its wholly-owned subsidiary, Overhoff Technology Corporation (“Overhoff”), and its wholly-owned subsidiary, Electronic Control Concepts (“ECC”), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions 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. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2023 and 2022. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. Accounts Receivable The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of December 31, 2023 and 2022 were $6,590 and $- Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2023 and 2022, the Company recorded $37,351 and $0, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. Property and Equipment Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the years ended December 31, 2023, and 2022, there were no derivative liabilities associated with our convertible notes payable. Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value. We apply fair value accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from the product sales is recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. Sales returns and allowances were $0 and $0 for the years ended December 31, 2023, and 2022, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the years ended December 31, 2023, and 2022 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 12 and 13 for disclosures of revenue disaggregated by geographical area and product line. Customer Deposits Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718,” Compensation – Stock Compensation Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Segment Reporting FASB ASC Topic 280, Segment Reporting Related Parties The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The adoption had no effect on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-09 will have on the Company’s consolidated financial statement disclosures. 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. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-07 will have on the Company’s consolidated financial statement disclosures. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Inventories | Note 3 – Inventories Inventory at December 31, 2023 and 2022 consisted of the following: 2023 2022 Raw materials $ 983,996 $ 1,244,880 Work in Progress 283,568 409,637 Finished goods 494,219 370,127 Total inventories $ 1,761,783 $ 2,024,664 At December 31, 2023 and 2022 the inventory reserve was $0. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment The following are the details of property and equipment at December 31, 2023 and 2022: 2023 2022 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 40,339 39,482 475,881 475,024 Less accumulated depreciation (471,664 ) (468,523 ) Property and equipment, net $ 4,217 $ 6,501 Depreciation expense for the years ended December 31, 2023, and 2022 was $3,141 and $3,218, respectively. At December 31, 2023 and 2022, the Company had $440,628 of fully depreciated property and equipment that is still in use. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Investments | Note 5 – Investments MIFTEC On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at December 31, 2023 and 2022 was $1,000 and $1,000, respectively. MIFTI In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at December 31, 2023 and 2022 was $1,000 and $1,000, respectively. GRAPHETON On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties. Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227. In connection with the SPA, during the second quarter of 2021 the Company received an additional 1,100 shares of Grapheton’s common stock in exchange for the Company’s issuing an additional 1,121,071 shares of common stock valued at $633,405. In addition, Grapheton fulfilled its requirements under the earn out provision and the Company is obligated to make the first earn out payment of $192,500. This amount is recorded as accrued expense in the accompanying consolidated balance sheet. An additional “true up” issuance of the Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s common stock on that date by a third-party valuator. The Company currently owns 35.2% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting in accordance with ASC 323. Information regarding Grapheton as of and for the year ended December 31, 2023, is below: Current assets $ 7,940 Total assets 13,315 Current liabilities 1,213,333 Total liabilities 1,213,333 Total stockholders’ equity (1,200,018 ) Revenue $ - Operating expenses (662,005 ) Other expenses (106,357 ) Net loss (768,362 ) The Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the year ended December 31, 2023. The carrying value of this investment on December 31, 2023 was $0. |
Deconsolidation of Subsidiary
Deconsolidation of Subsidiary | 12 Months Ended |
Dec. 31, 2023 | |
Deconsolidation of Subsidiary [Abstract] | |
Deconsolidation of Subsidiary | Note 6 – Deconsolidation of Subsidiary On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company considered the guidance under ASC 810-10-40 in determining the accounting treatment for the transaction and it was determined that the fair value of the 65,000,000 shares received on March 3, 2023, was $2,539, which was the fair value of the assets transferred upon deconsolidation by the Company. Additionally, this method was used due to there being no active trading by Averox on the date of the transaction. Also at closing, the Company and Cali From Above signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company. Upon deconsolidation, the Company recorded a loss of $2,539, reflecting the value of $2,539 in cash in Cali From Above. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 7 – Notes Payable In connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At December 31, 2023 and 2022, the amount outstanding under this note payable was $5,272 and $5,272, respectively. The Company was in default on payment of the note payable as of December 31, 2023. The Company has communicated with the debt holder, and the amount is considered payable on demand as of December 31, 2023. On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of December 31, 2023, the balance owed by the Company was $1,500. On May 5, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $750,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the incentive shares issued as discussed at Note 11, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $550,538. At December 31, 2023, and 2022, and pursuant to the down-round provision of the note and associated warrants, the Company reevaluated the beneficial conversion feature which resulted in additional debt discount recorded of $448,089 and $183,422, respectively. The principal balance owed as of December 31, 2023, and 2022, was $408,007 and $519,853, respectively. On October 10, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $375,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $200,488. At December 31, 2023, and 2022, and pursuant to the down-round provision of the note and associated warrants, the Company reevaluated the beneficial conversion feature recorded which resulted in additional debt discount recorded of $464,159 and $30,304, respectively. The principal balance owed as of December 31, 2023, and 2022 was $239,685 and $375,000, respectively. The total amortization of debt discounts recorded on the Company’s convertible notes for the twelve months ended December 31, 2023, was $1,347,070. On October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of December 31, 2023, the balance on the note was $96,536. During the twelve months ended December 31, 2023, the Company received $2,500 from Cali From Above, a related party. The note is payable on demand and non-interest bearing. Future maturities of all notes payable as of December 31, 2023, are as follows: Years Ending December 31, 2023 570,176 2024 - 2025 - 2026 - 2027 - 2028 - Thereafter - $ 570,176 |
Note Payable to Shareholder
Note Payable to Shareholder | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable to Shareholder [Abstract] | |
Note Payable to Shareholder | Note 8 – Note Payable to Shareholder Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing demand notes payable. During the year ended December 31, 2023, the Company’s majority shareholder loaned $432,200 to the Company and was repaid $86,600. The amounts due to Mr. Goldstein are $1,220,279 and $874,679 as of December 31, 2023, and 2022, respectively. |
Lines of Credit
Lines of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit [Abstract] | |
Lines of Credit | Note 9 – Lines of Credit As of December 31, 2023, the Company had three lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 5.5% to 11.5%. As of December 31, 2023, and 2022, the amounts outstanding under these lines of credit were $311,273 and $307,321, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 10 – Leases The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expired on April 30, 2020 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending December 31, 2024 is $168,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases. The lease expense for the years ended December 31, 2023, and 2022 was $168,000 and $168,000, respectively. The cash paid under operating leases during the years ended December 31, 2023, and 2022 was $0 and $16,500, respectively. As of December 31, 2023, $456,000 has been accrued and is shown on the balance sheet as accounts payable-related party. As of December 31, 2023, the weighted average remaining lease terms were 0.3 years and the weighted average discount rate was 8%. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Shareholders’ Equity | Note 11 – Shareholders’ Equity Common stock During the twelve months ended December 31, 2023, the Company issued: ● 2,600,000 shares of common stock to its Directors and President, valued at $239,080; and ● 2,083,000 shares of common stock valued at $350,891 in satisfaction of convertible debt and interest; and ● 2,580,300 shares of common stock to consultants for services rendered valued at $215,085. The fair value was determined based on the Company’s stock price on the grant date; and ● 771,845 and 517,391 shares of common stock in a cashless exercise of 1,500,000 and 1,000,000 warrants, respectively. During the year ended December 31, 2022, the Company issued: ● 625,000 shares of common stock valued at $100,019 in relation to the debt that was obtained; ● 1,600,000 shares of common stock valued at $260,000 in satisfaction of convertible debt and interest; ● 1,043,027 shares of common stock to consultants for services rendered valued at $236,970; of which $39,000 is recorded as shares to be issued. Pursuant to ASC 718 the company has allocated a portion of stock-based compensation to prepaid expenses until the services are provided to the Company. The amount allocated to prepaid expense at December 31, 2022 was $9,750. Warrants The following table summarizes the activity related to warrants: Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2021 333,333 $ 0.36 0.90 $ - Granted 2,500,000 $ 0.14 3.00 $ - Forfeited (333,333 ) $ - - $ - Exercised - Outstanding, December 31, 2022 2,500,000 $ 0.11 2.32 $ - Granted 1,000,000 $ 0.05 5.00 $ - Forfeited - Exercised (2,500,000 ) Outstanding, December 31, 2023 1,000,000 $ 0.05 4.86 $ - Exercisable, December 31, 2023 1,000,000 $ 0.05 4.86 $ - The above warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the twelve months ended December 31, 2023, the Company issued shares of common stock for $0.052 therefore, the exercise price of these warrants was adjusted from $0.75 to $0.052 pursuant to the down-round provision in the warrant agreement. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $2,013. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements during the year ended December 31, 2023. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 12 – Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below. The assets and operations of the Company’s subsidiary, Cali From Above are included with Optron in the table below up to the date of deconsolidation on March 3, 2023. (See Note 6) The following tables summarize the Company’s segment information for the years ended December 31, 2023, and 2022: Years Ended 2023 2022 Sales Optron $ 277,511 $ 220,368 Overhoff 1,953,584 1,870,998 Corporate - - $ 2,231,095 $ 2,091,366 Gross profit Optron $ 152,772 $ (547,531 ) Overhoff 771,534 1,335,599 Corporate - - $ 924,306 $ 788,068 Income (loss) from operations Optron $ (985,804 ) $ (1,484,631 ) Overhoff 12,567 486,382 Corporate (668,407 ) (497,782 ) $ (1,641,644 ) $ (1,496,031 ) Interest Expenses Optron $ 14,346 $ 21,725 Overhoff 19,391 6,545 Corporate 273,399 35,643 $ 307,136 $ 63,912 Net income (loss) Optron $ (1,007,689 ) $ (1,506,357 ) Overhoff (1,824 ) 479,837 Corporate (2,434,291 ) (1,016,275 ) $ (3,433,804 ) $ (2,042,795 ) As of December 31, 2023 2022 Total Assets Optron $ 830,844 $ 1,021,817 Overhoff 2,007,107 2,037,988 Corporate 18,925 48,932 $ 2,856,876 $ 3,108,737 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales
Geographical Sales | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Sales [Abstract] | |
Geographical Sales | Note 13 – Geographical Sales The geographical distribution of the Company’s sales for the years ended December 31, 2023, and 2022 is as follows: 2023 2022 Geographical sales North America $ 1,976,172 $ 1,535,671 Asia 172,308 523,434 South America 12,356 5,475 Other 70,259 26,786 $ 2,231,095 $ 2,091,366 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 14 – Income Taxes At December 31, 2023 and 2022, the significant components of the deferred tax assets are summarized below: 2023 2022 Approximate net operating loss carry forwards $ 15,927,000 $ 12,649,000 Deferred tax assets: Federal net operating loss $ 3,344,643 $ 2,031,310 State net operating loss 1,086,735 846,270 Tax credit 49,740 49,740 Goodwill (148,373 ) (148,373 ) Total deferred tax assets 4,332,745 2,778,947 Less valuation allowance (4,332,745 ) (2,778,947 ) $ - $ - The valuation allowance increased by $1,553,998 and $552,000 in 2023 and 2022, respectively, due to the Company generating additional net operating losses. The Company’s remaining tax credit carryforwards of $49,740 begin to expire in 2027 and its net operating loss carryforward of approximately $15,927,000 begins to expire in 2027. Income tax expense reflected in the consolidated statements of income consist of the following for 2023 and 2022: 2023 2022 Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Income tax expense $ - $ - The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2023, and 2022 is as follows: 2023 2022 Federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 6.0 % 6.0 % Net operating losses -27.5 % -27.5 % Permanent differences -1.0 % -0.0 % Amortization of goodwill 0.0 % 0.3 % Effective income tax rate 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2019. The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. As of December 31, 2023, and 2022 penalties and interest accrued on unpaid payroll taxes were $117,154 and $0, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. Rent expenses for the year ended December 31, 2023, and 2022 were $176,000 and $168,000, respectively. As of December 31, 2023, and 2022, the payable to Gold Team Inc. in connection with the above leases was $456,000 and $280,000, respectively. (See Note 10). As of December 31, 2023, and 2022, the Company had accrued compensation payable to its majority shareholder of $860,000 and $695,000, respectively. During the year ended, December 31, 2023, the company issued 530,300 shares of common stock to Richard Landry for a value of $32,348 or $.061 per share, the fair value on date of grant. Also see Note 8. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
Concentrations | Note 16 – Concentrations For the year ended December 31, 2023, three customers accounted for more than 10% of the Company sales, 28.38%, 11.36%. and 11.07%, respectively. At December 31, 2023 two customers accounted for more than 10% of the accounts receivable balance, 70.1% and 12.2%, respectively. For the year ended December 31, 2022, two customers accounted for more than 10% of the Company sales, 42.3% and 13.61%, respectively. At December 31, 2022 two customers accounted for more than 10% of the accounts receivable balance, 55.9% and 28.4%, respectively. No vendors accounted for more than 10% of the Company’s purchases for the years ended December 31, 2023, and 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following: On December 27, 2023, the Company authorized the issuance of 1,800,000 shares in satisfaction of principle, accrued interest, and fees on convertible debt. The value of the shares issued was $108,000 or $0.06 per share. As of December 31, 2023, the shares had not yet been issued and is recorded on the statement of equity as common shares to be issued. The shares were issued on January 2, 2024. On February 13, 2024, the Company issued 500,000 shares in satisfaction of principle, accrued interest, and fees on convertible debt. The value of the shares issued was $30,000 or $0.06 per share. On February 14, 2024, the Company issued 300,000 shares to a consultant for a value of $14,100. On March 6, 2024, the Company issued 334,000 shares in satisfaction of principle, accrued interest, and fees on convertible debt. The value of the shares issued was $20,040 or $0.06 per share. On March 15, 2024, the Company issued 50,000 shares to a consultant for a value of $2,000. On March 15, 2024, the Company issued 900,000 shares to a consultant for a value of $36,000. On March 19, 2024, the Company issued 334,000 shares in satisfaction of principle, accrued interest, and fees on convertible debt. The value of the shares issued was $20,040 or $0.06 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (3,433,804) | $ (2,042,795) |
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] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Optron, and its wholly-owned subsidiary, Overhoff Technology Corporation (“Overhoff”), and its wholly-owned subsidiary, Electronic Control Concepts (“ECC”), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. |
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. These estimates and assumptions 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. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2023 and 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. |
Accounts Receivable | Accounts Receivable The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of December 31, 2023 and 2022 were $6,590 and $- |
Inventories | Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2023 and 2022, the Company recorded $37,351 and $0, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years |
Long-Lived Assets | Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the years ended December 31, 2023, and 2022, there were no derivative liabilities associated with our convertible notes payable. |
Investments | Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value. We apply fair value accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. |
Revenue Recognition | Revenue Recognition Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Topic 606 Topic 606. Topic 605, Revenue Recognition Revenue from the product sales is recognized under Topic 606 ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: ● Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. Sales returns and allowances were $0 and $0 for the years ended December 31, 2023, and 2022, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the years ended December 31, 2023, and 2022 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 12 and 13 for disclosures of revenue disaggregated by geographical area and product line. |
Customer Deposits | Customer Deposits Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718,” Compensation – Stock Compensation |
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Segment Reporting | Segment Reporting FASB ASC Topic 280, Segment Reporting |
Related Parties | Related Parties The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures |
Reclassifications | Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The adoption had no effect on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-09 will have on the Company’s consolidated financial statement disclosures. 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. Derivatives and Hedging Derivatives and Hedging—Contracts in Entity’s Own Equity In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is still evaluating the impact ASU 2023-07 will have on the Company’s consolidated financial statement 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 Related Cost and Accumulated Depreciation | When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Furniture and fixtures 5 years Leasehold improvement Lesser of lease life or economic life Equipment 5 years Computers and software 5 years |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventory | Inventory at December 31, 2023 and 2022 consisted of the following: 2023 2022 Raw materials $ 983,996 $ 1,244,880 Work in Progress 283,568 409,637 Finished goods 494,219 370,127 Total inventories $ 1,761,783 $ 2,024,664 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | The following are the details of property and equipment at December 31, 2023 and 2022: 2023 2022 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 237,418 237,418 Computers and software 40,339 39,482 475,881 475,024 Less accumulated depreciation (471,664 ) (468,523 ) Property and equipment, net $ 4,217 $ 6,501 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Schedule of Information regarding Grapheton | Information regarding Grapheton as of and for the year ended December 31, 2023, is below: Current assets $ 7,940 Total assets 13,315 Current liabilities 1,213,333 Total liabilities 1,213,333 Total stockholders’ equity (1,200,018 ) Revenue $ - Operating expenses (662,005 ) Other expenses (106,357 ) Net loss (768,362 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Schedule of Future Maturities of All Notes Payable | Future maturities of all notes payable as of December 31, 2023, are as follows: Years Ending December 31, 2023 570,176 2024 - 2025 - 2026 - 2027 - 2028 - Thereafter - $ 570,176 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Activity Related to Warrants | The following table summarizes the activity related to warrants: Weighted Weighted Average Average Remaining Aggregate Warrants Exercise Contractual Intrinsic Outstanding Price Life Value Outstanding, December 31, 2021 333,333 $ 0.36 0.90 $ - Granted 2,500,000 $ 0.14 3.00 $ - Forfeited (333,333 ) $ - - $ - Exercised - Outstanding, December 31, 2022 2,500,000 $ 0.11 2.32 $ - Granted 1,000,000 $ 0.05 5.00 $ - Forfeited - Exercised (2,500,000 ) Outstanding, December 31, 2023 1,000,000 $ 0.05 4.86 $ - Exercisable, December 31, 2023 1,000,000 $ 0.05 4.86 $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Company’s Segment Information | The following tables summarize the Company’s segment information for the years ended December 31, 2023, and 2022: Years Ended 2023 2022 Sales Optron $ 277,511 $ 220,368 Overhoff 1,953,584 1,870,998 Corporate - - $ 2,231,095 $ 2,091,366 Gross profit Optron $ 152,772 $ (547,531 ) Overhoff 771,534 1,335,599 Corporate - - $ 924,306 $ 788,068 Income (loss) from operations Optron $ (985,804 ) $ (1,484,631 ) Overhoff 12,567 486,382 Corporate (668,407 ) (497,782 ) $ (1,641,644 ) $ (1,496,031 ) Interest Expenses Optron $ 14,346 $ 21,725 Overhoff 19,391 6,545 Corporate 273,399 35,643 $ 307,136 $ 63,912 Net income (loss) Optron $ (1,007,689 ) $ (1,506,357 ) Overhoff (1,824 ) 479,837 Corporate (2,434,291 ) (1,016,275 ) $ (3,433,804 ) $ (2,042,795 ) As of December 31, 2023 2022 Total Assets Optron $ 830,844 $ 1,021,817 Overhoff 2,007,107 2,037,988 Corporate 18,925 48,932 $ 2,856,876 $ 3,108,737 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176 |
Geographical Sales (Tables)
Geographical Sales (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Sales [Abstract] | |
Schedule of Geographical Distribution | The geographical distribution of the Company’s sales for the years ended December 31, 2023, and 2022 is as follows: 2023 2022 Geographical sales North America $ 1,976,172 $ 1,535,671 Asia 172,308 523,434 South America 12,356 5,475 Other 70,259 26,786 $ 2,231,095 $ 2,091,366 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Components of Deferred Tax Assets | At December 31, 2023 and 2022, the significant components of the deferred tax assets are summarized below: 2023 2022 Approximate net operating loss carry forwards $ 15,927,000 $ 12,649,000 Deferred tax assets: Federal net operating loss $ 3,344,643 $ 2,031,310 State net operating loss 1,086,735 846,270 Tax credit 49,740 49,740 Goodwill (148,373 ) (148,373 ) Total deferred tax assets 4,332,745 2,778,947 Less valuation allowance (4,332,745 ) (2,778,947 ) $ - $ - |
Schedule of Income Tax Expense | Income tax expense reflected in the consolidated statements of income consist of the following for 2023 and 2022: 2023 2022 Current Federal $ - $ - State - - - - Deferred Federal - - State - - - - Income tax expense $ - $ - |
Schedule of Reconciliation of Effective Income Tax Rate | The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2023, and 2022 is as follows: 2023 2022 Federal income tax rate 21.0 % 21.0 % State tax, net of federal benefit 6.0 % 6.0 % Net operating losses -27.5 % -27.5 % Permanent differences -1.0 % -0.0 % Amortization of goodwill 0.0 % 0.3 % Effective income tax rate 0.0 % 0.0 % |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization and Basis of Presentation [Abstract] | ||
Net loss | $ (3,433,804) | $ (2,042,795) |
Accumulated deficit | $ (18,566,684) | $ (15,130,867) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 6,590 | |
Allowance obsolete inventory | 37,351 | 0 |
Sales returns and allowances | $ 0 | $ 0 |
Income tax recognized percentage | 50% | |
Warrants outstanding (in Shares) | 1,000,000 | 2,500,000 |
Dilutive shares issuable (in Shares) | 5,940,258 | |
Reportable segments | 2 | |
Measurement Alternative [Member] | Minimum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Ownership percentage | 20% | |
Measurement Alternative [Member] | Maximum [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Ownership percentage | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Related Cost and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2023 | |
Furniture and fixtures [Member] | |
Schedule of Related Cost and Accumulated Depreciation [Line Items] | |
Property and equipment | 5 years |
Leasehold improvement [Member] | |
Schedule of Related Cost and Accumulated Depreciation [Line Items] | |
Property and equipment | Lesser of lease life or economic life |
Equipment [Member] | |
Schedule of Related Cost and Accumulated Depreciation [Line Items] | |
Property and equipment | 5 years |
Computers and software [Member] | |
Schedule of Related Cost and Accumulated Depreciation [Line Items] | |
Property and equipment | 5 years |
Inventories (Details)
Inventories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventory - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories [Abstract] | ||
Raw materials | $ 983,996 | $ 1,244,880 |
Work in Progress | 283,568 | 409,637 |
Finished goods | 494,219 | 370,127 |
Total inventories | $ 1,761,783 | $ 2,024,664 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Depreciation | $ 3,141 | $ 3,218 |
Fully depreciated property and equipment | $ 440,628 | $ 440,628 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 475,881 | $ 475,024 |
Less accumulated depreciation | (471,664) | (468,523) |
Property and equipment, net | 4,217 | 6,501 |
Furniture and fixtures [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 148,033 | 148,033 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 50,091 | 50,091 |
Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 237,418 | 237,418 |
Computers and software [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 40,339 | $ 39,482 |
Investments (Details)
Investments (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 27, 2023 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 03, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 19, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Issuance of common stock (in Shares) | 108,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 350,891 | $ 260,000 | |||||
Carrying value of investment | $ 0 | ||||||
Grapheton’s common stock (in Shares) | 2,552 | ||||||
Shares issued (in Shares) | 1,452 | ||||||
Stock value | $ 601,227 | ||||||
Out payment | 192,500 | ||||||
Equity investment | $ 0 | ||||||
Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Issuance of common stock (in Shares) | 2,083,000 | 1,600,000 | |||||
Stock Issued During Period, Value, New Issues | $ 208 | $ 160 | |||||
Shares of common stock | $ 235,000 | ||||||
MIFTEC Laboratories, Inc [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 10% | 35.20% | 0.56% | ||||
Investment amount | $ 500,000 | $ 500,000 | |||||
Issuance of common stock (in Shares) | 300,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 594,000 | ||||||
Shares of common stock (in Shares) | 500,000 | ||||||
Shares issued (in Shares) | 1,100 | ||||||
MIFTEC Laboratories, Inc [Member] | Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 10% | ||||||
MIFTEC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Interest Payable | $ 10,000 | ||||||
Acquisition of manufacturing | $ 1,084,000 | ||||||
Investment for impairment | $ 9,000 | ||||||
Carrying value of investment | $ 1,000 | 1,000 | |||||
MIFTEC [Member] | MIFTEC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment interest rate | 10% | ||||||
MIFTEC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment for impairment | $ 499,000 | ||||||
Carrying value of investment | $ 1,000 | $ 1,000 | |||||
Investment, description | In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. | ||||||
Grapheton, Inc [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Shares of common stock (in Shares) | 858,896 | ||||||
Grapheton, Inc [Member] | MIFTEC Laboratories, Inc [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 633,405 | ||||||
Shares issued (in Shares) | 1,121,071 |
Investments (Details) - Schedul
Investments (Details) - Schedule of Information regarding Grapheton - Grapheton [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Information regarding Grapheton [Line Items] | |
Current assets | $ 7,940 |
Total assets | 13,315 |
Current liabilities | 1,213,333 |
Total liabilities | 1,213,333 |
Total stockholders’ equity | (1,200,018) |
Revenue | |
Operating expenses | (662,005) |
Other expenses | (106,357) |
Net loss | $ (768,362) |
Deconsolidation of Subsidiary (
Deconsolidation of Subsidiary (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deconsolidation of Subsidiary [Abstract] | ||||
Consideration shares (in Shares) | 65,000,000 | |||
Owing rate of common stock issued | 26% | |||
Shares of fair value (in Shares) | 65,000,000 | |||
Shares of fair value amount | $ 2,539 | |||
Loss on deconsolidation | $ 2,539 | $ (2,539) | ||
Reflecting amount | $ 2,539 | |||
Owing rate of common stock outstanding | 26% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Oct. 12, 2023 | Oct. 10, 2022 | May 05, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 26, 2020 | |
Notes Payable Details [Line Items] | ||||||||
Notes payable | $ 5,272 | $ 125,000 | $ 5,272 | $ 5,272 | ||||
Accrues interest rate per share (in Dollars per share) | $ 10.89 | |||||||
Balance amount owed | 1,500 | |||||||
Issuance stock warrants | $ 750,000 | |||||||
Debt discounts | 1,347,070 | $ 550,538 | 1,347,070 | |||||
Stock warrants amount | $ 375,000 | |||||||
Unamortized debt discount | $ 200,488 | |||||||
Origination fee | 2,500 | |||||||
Note bears non-annualized interest | 25,000 | |||||||
Origination fee | 52 | |||||||
Payments paid | $ 2,885 | |||||||
Received related party | 2,500 | |||||||
Accrued Interest [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Accrued interest rate | 5% | |||||||
Interest Payments [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Principal and interest payments | $ 4,518 | |||||||
Accrues Interest [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Accrued interest rate | 5% | 5% | ||||||
Notes Payable [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Additional debt discount | 464,159 | 30,304 | ||||||
Principal balance owed | 239,685 | 239,685 | 375,000 | |||||
Notes Payable [Member] | Warrant [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Additional debt discount | 448,089 | 183,422 | ||||||
Principal balance owed | 408,007 | 408,007 | $ 519,853 | |||||
Convertible Notes Payable [Member] | ||||||||
Notes Payable Details [Line Items] | ||||||||
Principal balance owed | $ 96,536 | $ 96,536 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Future Maturities of All Notes Payable | Dec. 31, 2023 USD ($) |
Schedule of Future Maturities of All Notes Payable [Abstract] | |
2023 | $ 570,176 |
2024 | |
2025 | |
2026 | |
2027 | |
2028 | |
Thereafter | |
Total | $ 570,176 |
Note Payable to Shareholder (De
Note Payable to Shareholder (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Majority Shareholder [Member] | ||
Note Payable to Shareholder [Line Items] | ||
Proceedsfrom shareholder loan | $ 432,200 | |
Repaid amont | 86,600 | |
Mr. Goldstein [Member] | ||
Note Payable to Shareholder [Line Items] | ||
Note payable to share holder | $ 874,679 | |
Mr. Goldstein [Member] | Shareholder [Member] | ||
Note Payable to Shareholder [Line Items] | ||
Note payable to share holder | $ 1,220,279 |
Lines of Credit (Details)
Lines of Credit (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Lines of Credit [Line Items] | ||
Lines of credit | $ 311,273 | $ 307,321 |
Line of Credit [Member] | ||
Lines of Credit [Line Items] | ||
Line of credit maximum borrowing amount | $ 400,000 | |
Line of Credit [Member] | Minimum [Member] | ||
Lines of Credit [Line Items] | ||
Interest rate on line of credit | 5.50% | |
Line of Credit [Member] | Maximum [Member] | ||
Lines of Credit [Line Items] | ||
Interest rate on line of credit | 11.50% |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Future minimum lease payments under this agreement | $ 168,000 | |
Lease expense | 168,000 | $ 168,000 |
Operating leases payment | 0 | $ 16,500 |
Accrued liabilities | $ 456,000 | |
Weighted average remaining lease terms | 3 months 18 days | |
Weighted average discount rate | 8% |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 12 Months Ended | ||
Dec. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity [Line Items] | |||
Issued of common shares | 108,000 | ||
Issued shares value (in Dollars) | $ 350,891 | $ 260,000 | |
Common sock services rendered value (in Dollars) | $ 454,165 | $ 197,970 | |
Cashless exercise of warrants | 1,500,000 | ||
Common Stock [Member] | |||
Shareholders’ Equity [Line Items] | |||
Issued of common shares | 2,083,000 | 1,600,000 | |
Issued shares value (in Dollars) | $ 208 | $ 160 | |
Shares of common stock for services rendered | 4,920,300 | 1,043,027 | |
Common sock services rendered value (in Dollars) | $ 492 | $ 105 | |
Common stock shares to be issued (in Dollars) | 39,000 | ||
Amount allocated to prepaid expense (in Dollars) | $ 9,750 | ||
Maximum [Member] | |||
Shareholders’ Equity [Line Items] | |||
Shares of common stock | 771,845 | ||
Exercise price of warrants (in Dollars per share) | $ 0.052 | ||
Minimum [Member] | |||
Shareholders’ Equity [Line Items] | |||
Shares of common stock | 517,391 | ||
Exercise price of warrants (in Dollars per share) | $ 0.75 | ||
Warrant [Member] | |||
Shareholders’ Equity [Line Items] | |||
Cashless exercise of warrants | 1,000,000 | ||
Issued price of common stock (in Dollars per share) | $ 0.052 | ||
Exercise price of warrants (in Dollars) | $ 2,013 | ||
Debt [Member] | Common Stock [Member] | |||
Shareholders’ Equity [Line Items] | |||
Issued of common shares | 625,000 | ||
Issued shares value (in Dollars) | $ 100,019 | ||
Directors and President [Member] | Common Stock [Member] | |||
Shareholders’ Equity [Line Items] | |||
Issued of common shares | 2,600,000 | ||
Issued shares value (in Dollars) | $ 239,080 | ||
Convertible Debt [Member] | Common Stock [Member] | |||
Shareholders’ Equity [Line Items] | |||
Issued of common shares | 2,083,000 | 1,600,000 | |
Issued shares value (in Dollars) | $ 350,891 | $ 260,000 | |
Consultants [Member] | |||
Shareholders’ Equity [Line Items] | |||
Shares of common stock for services rendered | 2,580,300 | 1,043,027 | |
Common sock services rendered value (in Dollars) | $ 215,085 | $ 236,970 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Activity Related to Warrants - Warrant [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Activity Related to Warrants [Line Items] | |||
Warrants Outstanding, ending balance | 333,333 | 1,000,000 | 2,500,000 |
Weighted Average Exercise Price,, ending balance (in Dollars per share) | $ 0.36 | $ 0.05 | $ 0.11 |
Weighted Average Remaining Contractual Life,, ending balance | 10 months 24 days | 4 years 10 months 9 days | 2 years 3 months 25 days |
Aggregate Intrinsic Value, , ending balance (in Dollars) | |||
Warrants Outstanding, Exercisable | 1,000,000 | ||
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ 0.05 | ||
Weighted Average Remaining Contractual Life, Exercisable | 4 years 10 months 9 days | ||
Aggregate Intrinsic Value, Exercisable (in Dollars) | |||
Warrants Outstanding, Granted | 1,000,000 | 2,500,000 | |
Weighted Average Exercise Price ,Granted (in Dollars per share) | $ 0.05 | $ 0.14 | |
Weighted Average Remaining Contractual Life, Granted | 5 years | 3 years | |
Aggregate Intrinsic Value, Granted (in Dollars) | |||
Warrants Outstanding, Forfeited | (333,333) | ||
Weighted Average Exercise Price ,Forfeited (in Dollars per share) | |||
Weighted Average Remaining Contractual Life, Forfeited | |||
Aggregate Intrinsic Value, Forfeited (in Dollars) | |||
Warrants Outstanding, Exercised | (2,500,000) |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Company’s Segment Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Segment Information [Line Items] | ||
Sales | $ 2,231,095 | $ 2,091,366 |
Gross profit | 924,306 | 788,068 |
Income (loss) from operations | (1,641,644) | (1,496,031) |
Interest Expenses | 307,136 | 63,912 |
Net income (loss) | (3,433,804) | (2,042,795) |
Total Assets | 2,856,876 | 3,108,737 |
Goodwill | 570,176 | 570,176 |
Optron [Member] | Segments [Member] | ||
Schedule of Company’s Segment Information [Line Items] | ||
Sales | 277,511 | 220,368 |
Gross profit | 152,772 | (547,531) |
Income (loss) from operations | (985,804) | (1,484,631) |
Interest Expenses | 14,346 | 21,725 |
Net income (loss) | (1,007,689) | (1,506,357) |
Total Assets | 830,844 | 1,021,817 |
Goodwill | ||
Overhoff [Member] | Segments [Member] | ||
Schedule of Company’s Segment Information [Line Items] | ||
Sales | 1,953,584 | 1,870,998 |
Gross profit | 771,534 | 1,335,599 |
Income (loss) from operations | 12,567 | 486,382 |
Interest Expenses | 19,391 | 6,545 |
Net income (loss) | (1,824) | 479,837 |
Total Assets | 2,007,107 | 2,037,988 |
Goodwill | 570,176 | 570,176 |
Corporate [Member] | Segments [Member] | ||
Schedule of Company’s Segment Information [Line Items] | ||
Income (loss) from operations | (668,407) | (497,782) |
Interest Expenses | 273,399 | 35,643 |
Net income (loss) | (2,434,291) | (1,016,275) |
Total Assets | $ 18,925 | $ 48,932 |
Geographical Sales (Details) -
Geographical Sales (Details) - Schedule of Geographical Distribution - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Geographical Sales (Details) - Schedule of Geographical Distribution [Line Items] | ||
Geographical sales | $ 2,231,095 | $ 2,091,366 |
North America [Member] | ||
Geographical Sales (Details) - Schedule of Geographical Distribution [Line Items] | ||
Geographical sales | 1,976,172 | 1,535,671 |
Asia [Member] | ||
Geographical Sales (Details) - Schedule of Geographical Distribution [Line Items] | ||
Geographical sales | 172,308 | 523,434 |
South America [Member] | ||
Geographical Sales (Details) - Schedule of Geographical Distribution [Line Items] | ||
Geographical sales | 12,356 | 5,475 |
Other [Member] | ||
Geographical Sales (Details) - Schedule of Geographical Distribution [Line Items] | ||
Geographical sales | $ 70,259 | $ 26,786 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Valuation allowance | $ 1,553,998 | $ 552,000 |
Tax credit carryforwards | 49,740 | |
Net operating loss carryforward | 15,927,000 | |
Penalties and interest accrued on unpaid payroll taxes | $ 117,154 | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Components of Deferred Tax Assets [Abstract] | ||
Approximate net operating loss carry forwards | $ 15,927,000 | $ 12,649,000 |
Deferred tax assets: | ||
Federal net operating loss | 3,344,643 | 2,031,310 |
State net operating loss | 1,086,735 | 846,270 |
Tax credit | 49,740 | 49,740 |
Goodwill | (148,373) | (148,373) |
Total deferred tax assets | 4,332,745 | 2,778,947 |
Less valuation allowance | (4,332,745) | (2,778,947) |
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | ||
State | ||
Total current income tax expense | ||
Deferred | ||
Federal | ||
State | ||
Total deferred income tax expense | ||
Income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of Effective Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of Effective Income Tax Rate [Abstract] | ||
Federal income tax rate | 21% | 21% |
State tax, net of federal benefit | 6% | 6% |
Net operating losses | (27.50%) | (27.50%) |
Permanent differences | (1.00%) | 0% |
Amortization of goodwill | 0% | 0.30% |
Effective income tax rate | 0% | 0% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 27, 2023 | |
Related Party Transactions [Line Items] | |||
Rent expense | $ 168,000 | $ 176,000 | |
Accrued compensation payable | $ 860,000 | 695,000 | |
Shares of common stock (in Shares) | 1,452 | ||
Shares of common stock value | $ 4,017 | 3,162 | |
Per share (in Dollars per share) | $ 0.06 | ||
Richard Landry [Member] | |||
Related Party Transactions [Line Items] | |||
Shares of common stock (in Shares) | 530,300 | ||
Shares of common stock value | $ 32,348 | ||
Per share (in Dollars per share) | $ 0.061 | ||
Gold Team Inc [Member] | |||
Related Party Transactions [Line Items] | |||
Payable to related party | $ 456,000 | $ 280,000 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sales [Member] | Customers One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 28.38% | 42.30% |
Sales [Member] | Customers Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11.36% | 13.61% |
Sales [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11.07% | |
Accounts Receivable [Member] | Customers One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 70.10% | 55.90% |
Accounts Receivable [Member] | Customers Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.20% | 28.40% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||||
Mar. 19, 2024 | Mar. 15, 2024 | Mar. 06, 2024 | Feb. 14, 2024 | Feb. 13, 2024 | Dec. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | ||||||||
Shares authorized | 100,000,000 | 100,000,000 | ||||||
Issuance of common stock | 108,000 | |||||||
Shares issued price per share (in Dollars per share) | $ 0.06 | |||||||
Value of the shares issued (in Dollars) | $ 350,891 | $ 260,000 | ||||||
Common Stock [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Shares authorized | 1,800,000 | |||||||
Forecast [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Issuance of common stock | 334,000 | 50,000 | 334,000 | 500,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | |||||
Value of the shares issued (in Dollars) | $ 20,040 | $ 2,000 | $ 20,040 | $ 30,000 | ||||
Consultants [Member] | Forecast [Member] | ||||||||
Subsequent Events [Line Items] | ||||||||
Issuance of common stock | 900,000 | 300,000 | ||||||
Value of the shares issued (in Dollars) | $ 36,000 | $ 14,100 |