Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41267 | |
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. | |
Entity Central Index Key | 0001648087 | |
Entity Tax Identification Number | 47-3892903 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 5115 Maryland Way | |
Entity Address, Address Line Two | Suite 303 | |
Entity Address, City or Town | Brentwood | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37027 | |
City Area Code | (833) | |
Local Phone Number | 267-3235 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,947,643 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AREB | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | AREBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 674,893 | $ 1,147,696 |
Accounts receivable | 2,967,435 | 2,816,541 |
Prepaid expense | 208,405 | 190,933 |
Inventory | 6,510,731 | 5,787,993 |
Inventory deposits | 315,084 | 315,083 |
Total Current Assets | 10,676,548 | 10,258,246 |
Property and Equipment, net | 335,108 | 360,495 |
OTHER ASSETS: | ||
Lease deposits and other | 82,832 | 83,400 |
Right-of-use lease assets | 1,618,449 | 1,946,567 |
Goodwill | 2,000,000 | 2,000,000 |
Total Other Assets | 3,701,281 | 4,029,967 |
TOTAL ASSETS | 14,712,937 | 14,648,708 |
CURRENT LIABILITIES: | ||
Accounts payable and other payables | 2,459,045 | 1,978,768 |
Accrued expenses | 316,201 | 271,076 |
Loans – Working capital | 2,675,750 | 1,954,214 |
Line of credit | 1,818,441 | 1,456,929 |
Right-of-use lease liabilities, current | 785,672 | 1,039,081 |
Total Current Liabilities | 8,451,616 | 6,745,400 |
Right-of-use lease liabilities, long-term | 832,777 | 907,486 |
TOTAL LIABILITIES | 9,284,393 | 7,652,886 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock value | ||
Common Stock, $0.001 par value; 600,000,000 shares authorized; 22,129,920 and 9,004,920 issued and outstanding, respectively at March 31, 2024 and December 31, 2023 | 22,130 | 9,005 |
Additional paid in capital | 53,321,086 | 52,200,211 |
Accumulated deficit | (47,914,872) | (45,213,594) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 5,428,544 | 6,995,822 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 14,712,937 | 14,648,708 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock value | 125 | 125 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Preferred stock value | 75 | 75 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Loan – Officer – related party | $ 396,507 | $ 45,332 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 200,000 | 200,000 |
Preferred stock, shares outstanding | 200,000 | 200,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 22,129,920 | 9,004,920 |
Common stock, shares outstanding | 22,129,920 | 9,004,920 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 4,043,837 | $ 4,402,099 |
Cost of goods sold | 3,202,514 | 2,791,326 |
Gross margin | 841,323 | 1,610,773 |
Expenses: | ||
Consulting/payroll and other costs | 551,913 | 856,326 |
Compensation expense – officers – related party | 212,500 | 88,273 |
Compensation expense – officers – deferred comp – related party | 1,134,000 | |
Rental expense, warehousing, outlet expense | 151,666 | 226,660 |
Product development costs | 98,629 | 16,495 |
Marketing and brand development costs | 265,055 | 252,725 |
Administrative and other | 680,514 | 361,149 |
Depreciation and amortization expense | 24,315 | 29,090 |
Total operating expenses | 3,118,592 | 1,830,718 |
Operating income (loss) | (2,277,269) | (219,945) |
Other Income (Expense) | ||
Interest expense, net | (423,859) | (7,110) |
Interest income | 512 | |
Gain/(loss) on sale of equipment | (662) | |
Total Other Income (Expense) | (424,009) | (7,110) |
Net income (loss) before income tax provision | (2,701,278) | (227,055) |
Provision for income tax | ||
Net income (loss) | $ (2,701,278) | $ (227,055) |
Basic income (loss) per share | $ (0.12) | $ (0.34) |
Diluted income (loss) per share | $ (0.12) | $ (0.34) |
Weighted average common shares outstanding - basic | 22,129,200 | 677,200 |
Weighted average common shares outstanding - diluted | 22,129,200 | 677,200 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity/(Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Common Stock [Member] Related Party One [Member] | Common Stock [Member] Related Party Two [Member] | Preferred Stock [Member] | Preferred Stock [Member] Related Party One [Member] | Preferred Stock [Member] Related Party Two [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Related Party One [Member] | Additional Paid-in Capital [Member] Related Party Two [Member] | Retained Earnings [Member] | Retained Earnings [Member] Related Party One [Member] | Retained Earnings [Member] Related Party Two [Member] | Total | Related Party One [Member] | Related Party Two [Member] |
Balance at Dec. 31, 2022 | $ 677 | $ 175 | $ 45,465,077 | $ (34,112,810) | $ (11,353,119) | ||||||||||
Balance, shares at Dec. 31, 2022 | 677,221 | ||||||||||||||
Net loss | (227,055) | (227,055) | |||||||||||||
Balance at Mar. 31, 2023 | $ 677 | 175 | 45,465,077 | (34,339,865) | 11,126,064 | ||||||||||
Balance, shares at Mar. 31, 2023 | 677,221 | ||||||||||||||
Balance at Dec. 31, 2023 | $ 9,005 | 200 | 52,200,211 | (45,213,594) | 6,995,822 | ||||||||||
Balance, shares at Dec. 31, 2023 | 9,004,920 | ||||||||||||||
Net loss | (2,701,278) | (2,701,278) | |||||||||||||
Vested shares reserved for through deferred compensation plan | $ 3,125 | $ 10,000 | $ (3,125) | $ (10,000) | |||||||||||
Vested shares reserved for through deferred compensation plan, Shares | 3,125,000 | 10,000,000 | |||||||||||||
Compensation component of vested and non-vested common stock equivalents attributable to Series A preferred stock – three (3) related parties | 1,134,000 | 1,134,000 | |||||||||||||
Balance at Mar. 31, 2024 | $ 22,130 | $ 200 | $ 53,321,086 | $ (47,914,872) | $ 5,428,544 | ||||||||||
Balance, shares at Mar. 31, 2024 | 22,129,920 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (2,701,278) | $ (227,055) |
Depreciation and amortization | 24,315 | 29,090 |
Loss on sale of equipment | 662 | |
Recognition of deferred compensation attributable to convertibility of Series A preferred stock issued to three (3) related parties | 1,134,000 | |
Adjustments to reconcile net loss to cash (used in) operating activities: | ||
Accounts receivable | (150,894) | (728,861) |
Prepaid expenses | (17,304) | 37,156 |
Inventory, deposits and other | (722,738) | (708,196) |
Accounts payable | 480,276 | (92,713) |
Accrued expenses | 45,125 | |
Net Cash (Used in) Operating Activities | (1,907,836) | (1,690,579) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Disposition/(purchase) of fixed assets, net | 410 | |
Net Cash Provided by Investing Activities | 410 | |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 1,700,000 | |
Proceeds from line of credit, net | 361,512 | |
Proceeds from loans – officer - related party, net | 351,575 | 101,000 |
Proceeds from working capital loans | 1,600,000 | |
Principal payments on working capital loans | (803,464) | (1,197) |
Principal payment on loans – nonrelated parties | (75,000) | |
Net Cash Provided by Financing Activities | 1,434,623 | 1,799,803 |
CHANGE IN CASH | (472,803) | 109,224 |
CASH AT BEGINNING OF PERIOD | 1,147,696 | 356,754 |
CASH AT END OF PERIOD | 674,893 | 465,978 |
Cash paid for: | ||
Interest | 134,573 | 25,434 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Notes payable principal increase from assessed interest obligations | $ 165,000 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on December 15, 2014 Nature of Operations The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer plans to launch regionally in 2024. To varying degrees, the development of geopolitical conflicts, supply chain disruptions and government actions to slow rapid inflation in recent years have produced varying effects on our business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of our financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2023, and notes thereto contained, filed on April 12, 2024. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. Year-end The Company’s year-end is December 31. Cash and Cash Equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes, other storage products and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company makes deposit payments on certain inventory to be manufactured that are carried separately until the manufactured goods are received into inventory. Fixed Assets and Depreciation Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five seven years Revenue Recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Accounts receivable totaled $ 2,967,435 2,816,541 1,613,489 The carrying amount of accounts receivables is reduced by a valuation allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was not material as of March 31, 2024, and December 31, 2023. Advertising Costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 265,055 252,725 Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2024, and December 31, 2023, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Fair value is defined as the exchange value that would be received on the measurement date to sell an asset or to value the amount paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants. The three levels of the fair value hierarchy are as follows: Level 1: Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 1 inputs provide the most reliable measure of fair value as of the measurement date. Level 2: Inputs are based on significant observable inputs, including unadjusted quoted market prices for similar assets and liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Inputs are significant unobservable inputs for the asset or liability. The level of the fair value hierarchy within which the fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Stock-Based Compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. Earnings per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the three months ended March 31, 2024, and March 31, 2023, net loss per share was $ (0.12) (0.34) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none as of March 31, 2024 and December 31, 2023, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of March 31, 2024 and as of March 31, 2023, respectively. SCHEDULE OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 (unaudited) (unaudited) Shares used in computation of basic earnings per share for the periods ended 22,129,200 677,200 Total dilutive effect of outstanding stock awards or common stock equivalents 51,679,600 1,062,760 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2024 and March 31, 2023, respectively 73,808,800 1,739,960 Net income (loss) $ (2,701,278 ) $ (227,055 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. Income Taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March 31, 2024, and December 31, 2023, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company classifies tax-related penalties and net interest as income tax expense. For the three-month periods ended March 31, 2024, and 2023, respectively, no Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Warranties The Company’s safe manufacturing business estimates its exposure to warranty claims based on both current and historical (with respect to the Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability each quarter and adjusts the amount as necessary. Warranty liability is included in our accrued expense accounts in the accompanying condensed consolidated balance sheets. We estimate that the warranty liability is nominal or negligible based on the superior quality of products and our excellent customer relationships. Warranty liability recorded as of March 31, 2024 and December 31, 2023 was less than $ 100,000 Right of Use Assets and Lease Liabilities ASC 842, Leases requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. Recent Pronouncements The Company evaluated recent accounting pronouncements through March 31, 2024, and believes that none have a material effect on the Company’s financial statements. Concentration Risks Prior to the closing of the Champion Entities in 2022, the Company purchased a substantial portion (over 20 20 0 |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the three months ended March 31, 2024, and 2023 of ($ 2,701,278 ) and ($ 227,055 ), respectively. The Company’s accumulated deficit was ($ 47,914,872 ) as of March 31, 2024, and ($ 45,213,594 ) as of December 31, 2023. The Company’s working capital was $ 3,010,604 as of March 31, 2024, compared to $ 4,551,927 as of December 31, 2023. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. The Company is currently conducting a Reg. A+ offering on Form 1-A that became effective on March 13, 2024. Total amount to be sought under this Reg. A+ offering is approximately $ 20.0 Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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 be necessary should the Company be unable to continue as a going concern. |
INVENTORY AND DEPOSITS
INVENTORY AND DEPOSITS | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND DEPOSITS | NOTE 3 – INVENTORY AND DEPOSITS Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS March 31, 2024 December 31, 2023 (unaudited) (audited) Inventory – Finished Goods and Work in Progress $ 4,521,193 $ 4,017,381 Inventory – Raw Materials 1,989,538 1,770,612 Total Inventory $ 6,510,731 $ 5,787,993 The Company accounts for excess or obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements. Included in inventory – finished goods are approximately $ 240,000 When inventory is physically disposed of, we account for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item. Our valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. There were no |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 (unaudited) (audited) Plant, property and equipment $ 354,885 $ 353,885 Vehicles 418,553 435,153 Property and equipment gross 773,438 789,038 Less: Accumulated depreciation (438,330 ) (428,543 ) Net property and equipment $ 335,108 $ 360,495 For the three-month periods ended March 31, 2024 and 2023 we recognized $ 24,315 and $ 29,090 in depreciation expense, respectively. We depreciate these assets over a period of 5 – 7 years |
RELATED PARTY NOTE PAYABLE AND
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $ 81,250 60,000 0 0 66,250 30,000 0 0 Both Messrs. Ross and Grau serve as the Company’s Chief Executive Officer and President, respectively. Compensation for both, Messrs. Ross and Grau, includes a base salary and a bonus based upon certain performance measures approved by the board of directors. Three of our officers lent the Company approximately $ 396,507 Corey Lambrecht serves as the Company’s Chief Operating Officer. Mr. Lambrecht and the Company entered into an employment agreement on November 20, 2023. Mr. Lambrecht’s employment agreement provides for an initial annual base salary of $ 260,000 65,000 25,000 The Company in connection with its employment agreements (both recently entered (for Mr. Lambrecht) into as well as amended (for Mr. Ross and Mr. Grau)) with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 Per Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4 th th th th 4,612,500 246,000 th 225,667 6,250 6,250,000 Per Mr. Ross’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 th 454,167 10,000 5,000,000 Per Mr. Grau’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th 8,752,500 466,800 th 454,167 The Company in connection with various employment and independent directors’ agreements is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments. |
LINE OF CREDIT _ FINANCIAL INST
LINE OF CREDIT – FINANCIAL INSTITUTION | 3 Months Ended |
Mar. 31, 2024 | |
Line Of Credit Financial Institution | |
LINE OF CREDIT – FINANCIAL INSTITUTION | NOTE 6 – LINE OF CREDIT – FINANCIAL INSTITUTION During February 2023, the Company entered into a $ 2 2.05 7.45 7.48 SCHEDULE OF LINE OF CREDIT March 31, 2024 December 31, 2023 (unaudited) (audited) Line of credit from a financial institution. $ 1,818,441 $ 1,456,929 Total recorded as a current liability $ 1,818,441 $ 1,456,929 Current and long-term portion. As of March 31, 2024 and December 31, 2023 the total balance due of $ 1,818,441 1,456,929 Upon inception the Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6 2.05 Initially the Company drew down on the Line of Credit in the amount of $ 1.7 million, with subsequent net payments and draws on the Line of Credit in the amount of approximately $ 250,000 . The Company recently increased the Line of Credit amount beyond its initial drawdown. The Company intends to keep the Line of Credit open and in existence to enhance the profitability and working capital needs of the Champion entities and may in the future seek to expand the Line of Credit, The Company received an extension on the Line of Credit and as of the date of this Report has not entered into an amended agreement for the Line of Credit. |
NOTES PAYABLE _ WORKING CAPITAL
NOTES PAYABLE – WORKING CAPITAL | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – WORKING CAPITAL | NOTE 7 – NOTES PAYABLE – WORKING CAPITAL SCHEDULE OF WORKING CAPITAL March 31, 2024 December 31, 2023 (unaudited) (audited) Working capital loans with an irrevocable trust established in the state of Georgia, managed and owned by the same entity as the limited liability company that previously held the $ 600,000 12 st 150,000 300,000 June 30, 2024 150,000 375,000 450,000 Working capital loan agreement with a limited liability company domiciled in the state of Virginia. The working capital loan requires payments of $ 162,667.20 18,074.14 th of each month following funding. The working capital loan is due and payable on December 31, 2024. The working capital loan has an effective interest rate of 35.4 15 235,750 - Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with a corporate entity domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 75,000 125 625,000 137.5 687,500 687,500 75,000 625,000 500,000 Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with an individual or purported limited liability company domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 10,000 140 140,000 154 154,000 10,000 140,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 26,000 26,000 1,300,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 11,731 December 27, 2024 11,731 - 500,000 Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 20,000 July 5, 2024 20,000 - 504,214 Working capital loans $ 2,675,750 $ 1,954,214 Total recorded as a current liability $ 2,675,750 $ 1,954,214 On April 14, 2023, the Company entered into a $ 1,000,000 20,000 20,000 1,280,000 41.4 15,000 80,000 3,721 2,900 3,721 2,900 On July 1, 2023, the Company entered into an assignment and assumption loan agreement (the “Assumption Loan”) with an accredited lender. Under the Assumption Agreement the Company agreed to pay $ 150,000 600,000 150,000 150,000 On July 1, 2023 the Company received a release from the lender of the working capital loans that were in default since March 31, 2023, and the accredited lender of the new working capital loans paid the holder of the old working capital loans $ 450,000 12 600,000 18,000 13,500 9,000 On December 19, 2023, the Company entered into a $ 500,000 5,000 75,000 125 625,000 137.5 687,500 687,500 75,000 81.3 87.3 111.3 On December 29, 2023, the Company entered into a $ 500,000 10,000 11,731 610,000 40.5 15,000 40,000 On March 21, 2024, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ 235,750 . A one-time interest charge or points amounting to 15 % (or $ 35,362 ) and fees of $ 5,000 were applied at the issuance date, resulting in net proceeds to the Company of $ 200,000 . Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $ 162,667.20 June 30, 2024 18,074.14 th 271,112 5 81.1 On March 22, 2024, the Company entered into another Revenue Interest Purchase Agreement (the “Revenue Interest Loan #2”) with an individual accredited investor, in the amount of $ 100,000 . As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Loan #2, the investor has a right to receive $ 10,000 per month from the Company generated from its operating subsidiaries. Furthermore, the Company’s is obligated to provide for 5.15% of the Reg. 1-A offering proceeds to the holder of the Revenue Interest Loan as payment towards the amounts due. The Revenue Interest Loan may be repurchased by the Company at any time. The repurchase price for the Revenue Interest Loan prior to May 31, 2024 is 140% or $140,000, the repurchase price for the Revenue Interest Loan after May 31, 2024 and prior to July 5, 2024 is 154 % or $154,000, thereafter the repurchase price of the Revenue Interest Loan is $154,000 plus monthly payments of $10,000 due and payable on the fifth calendar day until repurchased by the Company in its entirety. The Revenue Interest Loan bears an effective interest of more than 200% as of March 31, 2024, an effective interest rate of 188.8% through May 31, 2024, and an effective interest rate of 183.4% thereafter until the Company repurchases the Revenue Interest Loan from the holder. On March 27, 2024, the Company entered into a $ 1,300,000 26,000 769,228 504,772 26,000 1,664,000 15,000 At March 31, 2024, and December 31, 2023, the outstanding balance due on all of the working capital notes payable was $ 2,675,750 1,954,214 |
GOODWILL AND ACQUISITION OF THE
GOODWILL AND ACQUISITION OF THE CHAMPION ENTITIES | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill And Acquisition Of Champion Entities | |
GOODWILL AND ACQUISITION OF THE CHAMPION ENTITIES | NOTE 8 – GOODWILL AND ACQUISITION OF THE CHAMPION ENTITIES Goodwill Goodwill is initially recorded as of the acquisition date, and is measured as any excess of the purchase price over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized, but rather is subject to impairment testing annually (on the first day of the fourth quarter), or between annual tests whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying amount. We first perform a qualitative assessment to evaluate goodwill for potential impairment. If based on that assessment it is more likely than not that the fair value of the reporting unit is below its carrying value, a quantitative impairment test is necessary. The quantitative impairment test requires determining the fair value of the reporting unit. We use the income approach, whereby we calculate the fair value based on the present value of estimated future cash flows using a discount rate that approximates our weighted average cost of capital. The process of evaluating the potential impairment of goodwill is subjective and requires significant estimates and assumptions about the future such as sales growth, gross margins, employment costs, capital expenditures, inflation and future economic and market conditions. Actual future results may differ from those estimates. If the carrying value of the reporting unit’s assets and liabilities, including goodwill, exceeds its fair value, impairment is recorded for the excess, not to exceed the total amount of goodwill allocated to the reporting unit. As of March 31, 2024 and December 31, 2023, we had goodwill of $ 2,000,000 presented within other long-term assets in our consolidated balance sheets, directly related to our 2022 acquisition of the Champion Entities. The Company will review its goodwill for impairment periodically (based on economic conditions) and determine whether impairment is to be recognized within its consolidated statement of operations. No |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES At March 31, 2024 and December 31, 2023, the Company had a net operating loss carry forward of $ 47,914,872 45,213,594 Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2024 December 31, 2023 (unaudited) (audited) Deferred tax asset: Net operating loss carryforward $ 10,061,910 $ 9,494,850 Total deferred tax asset 10,061,910 9,494,850 Less: Valuation allowance (10,061,910 ) (9,494,850 ) Net deferred tax asset $ - $ - Valuation allowance for deferred tax assets as of March 31, 2024, and December 31, 2023, was $ 10,061,910 9,494,850 , respectively. In assessing the recovery of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not deferred tax assets will not be realized as of March 31, 2024, and December 31, 2023, and recognized 100% valuation allowance for each period . Reconciliation between the statutory rate and the effective tax rate for both periods and as of March 31, 2024 and December 31, 2023: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION March Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % On August 16, 2022, the Inflation Reduction Act of 2022 (“the 2022 act”) was signed into law. The 2022 act contains numerous provisions, including a 15% corporate alternative minimum income tax on “adjusted financial statement income”, expanded tax credits for clean energy incentives and a 1% excise tax on corporate stock repurchases. The provisions of the 2022 act become effective for tax years beginning after December 31, 2023. On December 27, 2022, the IRS and Department of Treasury issued initial guidance for taxpayers subject to the corporate alternative minimum tax. The guidance addresses several, but not all, issues that needed clarification. The IRS and Department of Treasury intend to release additional guidance in the future. We will continue to evaluate the impact of the 2022 act as more guidance becomes available. We currently do not expect an impact on our consolidated financial statements. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 10 – SHARE CAPITAL The Company is authorized to issue 600,000,000 0.001 10,000,000 0.001 On June 27, 2023, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-25 Common stock and preferred stock For the month of June 2023, the following transactions occurred: On June 27, 2023, we entered into a PIPE transaction with Armistice Capital for the purchase and sale of $ 2,993,850.63 71,499 4.37 615,000 4.37 686,499 4.24 For the month of July 2023, the following transactions occurred: Approximately 1,493,272 Pursuant to the PIPE transaction 71,499 For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued For the month of September 2023, the following transactions occurred: On September 8, 2023, the Company, entered into an inducement offer letter agreement (the “Inducement Letter”) with Armistice Capital the holders of existing common stock purchase warrants to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on July 8, 2022 and June 28, 2023 and had an exercise price of $ 4.37 4.24 Pursuant to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an aggregate of 2,988,687 1.10 5,977,374 3,287,555.70 2,988,687 2,242,000 9.99 356,687 st 390,000 th 9.99 On September 8, 2023, 370,000 3,700.00 370,000 6,391 4,984.98 0.78 3,954 2,237 3,721 2,902.38 0.78 24,129 18,096.75 0.75 228,000 24,129 Shares Reserved for Issuance Pursuant to Certain Executive Employment Agreements The Company in connection with its employment agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance 62,500,000 shares of its common stock that are convertible under the Series A preferred stock. Per Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4 th th th th The Company for Mr. Lambrecht recognized $ 4,612,500 184,500 0.369 Per Mr. Ross’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th The Company for Mr. Ross recognized $ 8,752,500 466,800 0.3501 Per Mr. Grau’s amended employment agreement with an effective date of November 20, 2023, the already issued or existing share-award grant is to vest 1/5 th th th th th The Company for Mr. Grau recognized $ 8,752,500 466,800 0.3501 Shares Issued as Compensation The Company in connection with various consulting and advisory agreements is required to issue shares of its common stock. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to non-employees and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services to have been satisfied upon the initial grant, thereby incurring the cost immediately from the grant. Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Modified Terms of Series A Preferred Stock On October 31, 2023, the Company board of directors approved amending and restating the certificate of designation of the Company’s Series A Convertible Preferred Stock to increase the number of shares from 100,000 to 150,000 and to allow for the conversion of the Series A Preferred Stock under certain circumstances and vesting requirements. On November 20, 2023 the Company issued 25,000 shares of its Series A Preferred Stock to Mr. Lambrecht, pursuant to his employment agreement as Chief Operating Officer. Mr. Lambrecht’s shares of Series A Preferred Stock will vest in the following manner, 25% upon signing of the employment agreement, 25% on the 1 st st Based on the vesting schedule afforded to the holders of the Series A Preferred Stock, 3,125,000 6,250 13,125,000 26,250 New Preferred Stock Series Designation and Reg. A+ Offering On November 3, 2023, the Company’s board of directors approved the designation of a new Series C Convertible Cumulative Preferred Stock (the “Series C Designation”). The Company filed a registration statement on Form 1-A offering up to 2,666,666 7.50 19,999,995 300.00 7.50 At March 31, 2024 and December 31, 2023, there were 9,004,920 75,143 75,143 125,000 125,000 No |
WARRANTS AND OPTIONS
WARRANTS AND OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
WARRANTS AND OPTIONS | NOTE 11 – WARRANTS AND OPTIONS As of March 31, 2024, no Prefunded Warrants remained issued and outstanding with respect to the July PIPE transaction. The Prefunded Warrants were purchased in their entirety by the holders of the warrants for $ 27.50 0.25 448,096 448,096 Calvary Fund exercised all of its Calvary Warrants by November 30, 2022 requiring the payment of an additional $ 0.25 15,099 129.6875 Along with the Prefunded Warrants the PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 21.50 five years 21.50 On June 27, 2023, we entered into a PIPE transaction with Armistice Capital for the purchase and sale of $ 2,993,850.63 71,499 4.37 615,000 4.37 686,499 4.24 686,499 1.10 On September 8, 2023, the Company, entered into an inducement offer letter agreement with Armistice Capital the holders of existing common stock purchase warrants to purchase shares of common stock of the Company. The existing common stock purchase warrants were issued on July 8, 2022 and June 28, 2023 and had an exercise price of $ 4.37 4.24 Pursuant to the Inducement Letter, Armistice Capital agreed to exercise for cash their existing common stock purchase warrants to purchase an aggregate of 2,988,687 1.10 5,977,374 3,287,555.70 2,988,687 2,242,000 9.99 356,687 st 390,000 th 9.99 21.50 1,365,251 21.50 686,499 4.24 On August 21, 2023, 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued 370,000 3,700.00 370,000 615,000 746,687 Along with the Prefunded Warrants the previous year’s PIPE investors were issued immediately exercisable warrants to purchase up to 936,937 21.50 five years 21.50 1.10 As of March 31, 2024 and December 31, 2023, there were 6,136,892 The Company evaluates outstanding warrants as derivative liabilities and will recognize any changes in the fair value through earnings. The Company determined that the warrants have an immaterial fair value at December 31, 2023 and March 31, 2024. The warrants do not trade in a highly active securities market, and as such, the Company estimated the fair value of these common stock equivalents using Black-Scholes and the following assumptions: Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term which due to their maturity period as expiry, it was three years. The Company had no reason to believe future volatility over the expected remaining life of these common stock equivalents was likely to differ materially from historical volatility. Expected life was based on three years due to the expiry of maturity. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the common stock equivalents. SCHEDULE OF FAIR VALUE MEASUREMENT March 31, 2024 December 31, 2023 (unaudited) (audited) Stock Price $ 0.28 $ 0.31 Exercise Price $ 1.10 $ 1.10 Term (expected in years) 4.5 4.7 Volatility 27.95 % 17.18 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 5.03 % 4.79 % Measurement input Stock Purchase Warrants The following table summarizes all warrant activity for the year ended December 31, 2023, and for the three months ended March 31, 2024. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2022 (audited) 1,096,455 $ 30.50 4.50 - Granted 615,000 $ 4.37 5.00 - Granted in Debt Conversion 686,499 $ 4.24 5.00 - Granted Prefunded Warrants 1,365,251 $ 1.10 4.00 - Granted in PIPE transaction 5,977,374 $ 1.10 * 5.00 - Exercised (3,603,687 ) $ 0.88 5.00 - Expired - - - - Outstanding and Exercisable at December 31, 2023 (audited) 6,136,892 $ 3.15 4.70 - Granted - $ - - - Exercised - $ - - - Expired - $ - - - Outstanding and Exercisable at March 31, 2024 (unaudited) 6,136,892 $ 3.15 4.70 - - * *Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10 |
LEASES AND LEASED PREMISES
LEASES AND LEASED PREMISES | 3 Months Ended |
Mar. 31, 2024 | |
Leases And Leased Premises | |
LEASES AND LEASED PREMISES | NOTE 12 – LEASES AND LEASED PREMISES Rental Payments under Non-cancellable Operating Leases and Equipment Leases The Company through its purchase of Champion acquired several long-term (more than month-to-month) leases for two manufacturing facilities, three office spaces, five distribution centers and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ expiry from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028. Rent expense for operating leases totaled approximately $ 630,000 226,000 The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates. Right of Use Assets and Lease Liabilities Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term. The Company’s operating leases are comprised primarily of facility leases and as such we have no finance leases for our vehicles or equipment currently at this time. The Company added approximately $ 1,000,000 th Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2024 2023 Balance Sheet location March 31, December 31, (unaudited) (unaudited) Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,618,449 $ 1,946,567 Right-of-use lease liability, current Other current liabilities 785,672 1,039,081 Right-of-use lease liability, long-term Right-of-use operating lease liability 832,777 907,486 The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Operating lease expense, net $ 374,017 $ 226,660 Operating lease expense, net $ 374,017 $ 226,660 Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Cash Paid for Amounts Included in Measurement of Liabilities: Operating cash flows from operating leases $ 328,118 $ 243,501 Weighted Average Remaining Lease Term: Operating leases 2.8 3.0 Weighted Average Discount Rate: Operating leases 10.00 % 5.00 % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Operating leases 2024 (nine months remaining) $ 865,855 2025 407,861 2026 291,375 2027 258,282 2028 194,262 Thereafter - Total future minimum lease payments, undiscounted 2,017,634 Less: Imputed interest (241,669 ) Present value of future minimum lease payments $ 1,775,965 Rental expense totaled approximately $ 374,017 226,660 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Legal Proceedings Various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company from time-to-time. In the opinion of management, and after consultation with legal counsel, resolution of any of these matters (of which there are none) is not expected to have a material effect on the condensed consolidated financial statements. Contractual Obligations The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the condensed consolidated financial statements. As of March 31, 2024 and December 31, 2023 there were no 1,818,441 . The Company is in compliance with its terms and covenants. Executive Employment Agreements and Independent Contractor Agreements The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy. |
OTHER INCOME _ EMPLOYEE RETENTI
OTHER INCOME – EMPLOYEE RETENTION CREDIT | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME – EMPLOYEE RETENTION CREDIT | NOTE 14 – OTHER INCOME – EMPLOYEE RETENTION CREDIT The Company retained the services of a tax service professional to provide the Company with the specialized tax services. The services included identifying various tax initiatives as well as specifically tasking the tax service professional in applying for and the preparation of tax filings for (tax) credits available under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). During the year ended December 31, 2023, the Company received approximately $ 1,291,000 178,000 1,113,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS The Company evaluated all events that occurred after the balance sheet date of March 31, 2024, through the date the financial statements were issued and determined that there were the following subsequent events: On April 1, 2024, the Company entered into a Revenue Interest Purchase Agreement with an accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 100,000 10,000 140,000 154,000 On April 9, 2024, the Company entered into a Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 100,000 10,000 140,000 154,000 On April 9, 2024, the Company entered into a Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 300,000 30,000 420,000 462,000 On April 9, 2024, the Company entered into a Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $ 75,000 7,500 105,000 115,500 On April 19, 2024, the Registrant entered into a Revenue Interest Purchase Agreement (the “Revenue Interest Purchase Agreement”) with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Registrant for $ 500,000 50,000 770,000 700,000 On April 23, 2024, the Registrant received notice from Nasdaq indicating that, while the Registrant has not regained compliance with the Bid Price Requirement, Nasdaq has determined that the Registrant is eligible for an additional 180-day period, or until October 21, 2024, to regain compliance. According to the notification from Nasdaq, the staff’s determination was based on (i) the Registrant meeting the continued listing requirement for market value of its publicly held shares and all other applicable Nasdaq initial listing standards, with the exception of the minimum bid price requirement, and (ii) the Registrant’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this second 180-day compliance period, the closing bid price of the common stock is at least $ 1 On April 24, 2024, the Registrant received notice from Nasdaq indicating that Staff determined to grant the Registrant an extension until June 15, 2024 to regain compliance with the rule by holding an annual meeting of shareholders. At the annual meeting, shareholders must be afforded the opportunity to discuss company affairs with management and, if required by the company’s governing documents, to elect directors. The Registrant expects to hold an annual meeting within such timeframe. While the compliance plan is pending, the Registrant’s securities will continue to trade on NASDAQ. The maturity date on the Champion line of credit was extended by Bank of America to April 30, 2024. The balance at the maturity date was approximately $ 1.81 On May 3, 2024, the Securities and Exchange Commission (the “Commission”) entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the Commission as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Registrant’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports. On May 3, 2024, the Registrant dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. The Registrant’s audit committee unanimously approved the decision to dismiss BF Borgers. As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the “Committee”) of the Board of Directors of the Registrant on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Registrant’s independent registered public accounting firm. On May 10, 2024, the Registrant’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series D Designation”). The rights, preferences, restrictions and other matters relating to the Series D Convertible Preferred Stock (the “Series D Preferred Stock”) are described in greater detail in Exhibit 4. 15 On May 13, 2024, the Committee approved the engagement of GBQ as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022. On May 28, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ 111,550 14,550 7,000 90,000 13,881.78 124,936.00 On June 14, 2024, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ 111,550 14,550 7,000 90,000 13,881.78 124,936.00 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization | Organization The Company was incorporated on December 15, 2014 |
Nature of Operations | Nature of Operations The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.) the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer plans to launch regionally in 2024. To varying degrees, the development of geopolitical conflicts, supply chain disruptions and government actions to slow rapid inflation in recent years have produced varying effects on our business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of our financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to us (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods. |
Interim Financial Statements and Basis of Presentation | Interim Financial Statements and Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2023, and notes thereto contained, filed on April 12, 2024. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, and the Champion Entities. All significant intercompany accounts and transactions have been eliminated. |
Year-end | Year-end The Company’s year-end is December 31. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Inventory and Inventory Deposits | Inventory and Inventory Deposits Inventory consists of backpacks, jackets, safes, other storage products and accessories manufactured to our design and held for resale and are carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. The Company makes deposit payments on certain inventory to be manufactured that are carried separately until the manufactured goods are received into inventory. |
Fixed Assets and Depreciation | Fixed Assets and Depreciation Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five seven years |
Revenue Recognition | Revenue Recognition In accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Accounts receivable totaled $ 2,967,435 2,816,541 1,613,489 The carrying amount of accounts receivables is reduced by a valuation allowance for expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was not material as of March 31, 2024, and December 31, 2023. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred; Marketing costs which we consider to be advertising costs incurred were $ 265,055 252,725 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2024, and December 31, 2023, respectively. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Fair value is defined as the exchange value that would be received on the measurement date to sell an asset or to value the amount paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants. The three levels of the fair value hierarchy are as follows: Level 1: Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Level 1 inputs provide the most reliable measure of fair value as of the measurement date. Level 2: Inputs are based on significant observable inputs, including unadjusted quoted market prices for similar assets and liabilities in active markets, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3: Inputs are significant unobservable inputs for the asset or liability. The level of the fair value hierarchy within which the fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50. |
Earnings per Share | Earnings per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260, Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Dilutive common share equivalents are negligible or immaterial as dilutive shares to be issued during net loss years were non-existent. For the three months ended March 31, 2024, and March 31, 2023, net loss per share was $ (0.12) (0.34) Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive. Out-of-the-money stock options totaled none as of March 31, 2024 and December 31, 2023, respectively. All other dilutive securities are listed below. The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of March 31, 2024 and as of March 31, 2023, respectively. SCHEDULE OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 (unaudited) (unaudited) Shares used in computation of basic earnings per share for the periods ended 22,129,200 677,200 Total dilutive effect of outstanding stock awards or common stock equivalents 51,679,600 1,062,760 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2024 and March 31, 2023, respectively 73,808,800 1,739,960 Net income (loss) $ (2,701,278 ) $ (227,055 ) In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. |
Income Taxes | Income Taxes The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March 31, 2024, and December 31, 2023, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood The Company classifies tax-related penalties and net interest as income tax expense. For the three-month periods ended March 31, 2024, and 2023, respectively, no |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Warranties | Warranties The Company’s safe manufacturing business estimates its exposure to warranty claims based on both current and historical (with respect to the Champion Entities) product sales data and warranty costs (actual) incurred. The Company assesses the adequacy of its recorded warranty liability each quarter and adjusts the amount as necessary. Warranty liability is included in our accrued expense accounts in the accompanying condensed consolidated balance sheets. We estimate that the warranty liability is nominal or negligible based on the superior quality of products and our excellent customer relationships. Warranty liability recorded as of March 31, 2024 and December 31, 2023 was less than $ 100,000 |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities ASC 842, Leases requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. |
Recent Pronouncements | Recent Pronouncements The Company evaluated recent accounting pronouncements through March 31, 2024, and believes that none have a material effect on the Company’s financial statements. |
Concentration Risks | Concentration Risks Prior to the closing of the Champion Entities in 2022, the Company purchased a substantial portion (over 20 20 0 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SCHEDULE OF EARNINGS PER SHARE | The following table illustrates the total number of common shares that would be converted from common stock equivalents issued and outstanding at the end of each period presented; as of March 31, 2024 and as of March 31, 2023, respectively. SCHEDULE OF EARNINGS PER SHARE March 31, 2024 March 31, 2023 (unaudited) (unaudited) Shares used in computation of basic earnings per share for the periods ended 22,129,200 677,200 Total dilutive effect of outstanding stock awards or common stock equivalents 51,679,600 1,062,760 Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2024 and March 31, 2023, respectively 73,808,800 1,739,960 Net income (loss) $ (2,701,278 ) $ (227,055 ) |
INVENTORY AND DEPOSITS (Tables)
INVENTORY AND DEPOSITS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY AND DEPOSITS | Inventory and deposits include the following: SCHEDULE OF INVENTORY AND DEPOSITS March 31, 2024 December 31, 2023 (unaudited) (audited) Inventory – Finished Goods and Work in Progress $ 4,521,193 $ 4,017,381 Inventory – Raw Materials 1,989,538 1,770,612 Total Inventory $ 6,510,731 $ 5,787,993 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment include the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 (unaudited) (audited) Plant, property and equipment $ 354,885 $ 353,885 Vehicles 418,553 435,153 Property and equipment gross 773,438 789,038 Less: Accumulated depreciation (438,330 ) (428,543 ) Net property and equipment $ 335,108 $ 360,495 |
LINE OF CREDIT _ FINANCIAL IN_2
LINE OF CREDIT – FINANCIAL INSTITUTION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Line Of Credit Financial Institution | |
SCHEDULE OF LINE OF CREDIT | SCHEDULE OF LINE OF CREDIT March 31, 2024 December 31, 2023 (unaudited) (audited) Line of credit from a financial institution. $ 1,818,441 $ 1,456,929 Total recorded as a current liability $ 1,818,441 $ 1,456,929 |
NOTES PAYABLE _ WORKING CAPIT_2
NOTES PAYABLE – WORKING CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF WORKING CAPITAL | SCHEDULE OF WORKING CAPITAL March 31, 2024 December 31, 2023 (unaudited) (audited) Working capital loans with an irrevocable trust established in the state of Georgia, managed and owned by the same entity as the limited liability company that previously held the $ 600,000 12 st 150,000 300,000 June 30, 2024 150,000 375,000 450,000 Working capital loan agreement with a limited liability company domiciled in the state of Virginia. The working capital loan requires payments of $ 162,667.20 18,074.14 th of each month following funding. The working capital loan is due and payable on December 31, 2024. The working capital loan has an effective interest rate of 35.4 15 235,750 - Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with a corporate entity domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 75,000 125 625,000 137.5 687,500 687,500 75,000 625,000 500,000 Working capital loan agreement structured as a Revenue Interest Purchase Agreement (“revenue participation interest”) with an individual or purported limited liability company domiciled in the state of California. The working capital loan provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments of $ 10,000 140 140,000 154 154,000 10,000 140,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 26,000 26,000 1,300,000 - Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 11,731 December 27, 2024 11,731 - 500,000 Working capital loan agreement with a limited liability company domiciled in the state of New York. The working capital loan is secured by all the assets of the Company that is not secured by the first priority interest of the major financial institution line of credit facility as well as a personal guaranty by our Chief Executive Officer, Mr. Charles A Ross. The working capital loan requires payments of $ 20,000 July 5, 2024 20,000 - 504,214 Working capital loans $ 2,675,750 $ 1,954,214 Total recorded as a current liability $ 2,675,750 $ 1,954,214 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Components of net deferred tax asset, including a valuation allowance, are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES March 31, 2024 December 31, 2023 (unaudited) (audited) Deferred tax asset: Net operating loss carryforward $ 10,061,910 $ 9,494,850 Total deferred tax asset 10,061,910 9,494,850 Less: Valuation allowance (10,061,910 ) (9,494,850 ) Net deferred tax asset $ - $ - |
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION | Reconciliation between the statutory rate and the effective tax rate for both periods and as of March 31, 2024 and December 31, 2023: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION March Federal statutory rate (21.0 )% State taxes, net of federal benefit (0.0 )% Change in valuation allowance 21.0 % Effective tax rate 0.0 % |
WARRANTS AND OPTIONS (Tables)
WARRANTS AND OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR VALUE MEASUREMENT | SCHEDULE OF FAIR VALUE MEASUREMENT March 31, 2024 December 31, 2023 (unaudited) (audited) Stock Price $ 0.28 $ 0.31 Exercise Price $ 1.10 $ 1.10 Term (expected in years) 4.5 4.7 Volatility 27.95 % 17.18 % Annual Rate of Dividends 0.0 % 0.0 % Risk Free Rate 5.03 % 4.79 % Measurement input |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes all warrant activity for the year ended December 31, 2023, and for the three months ended March 31, 2024. SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Per Share Remaining term Intrinsic value Outstanding and Exercisable at December 31, 2022 (audited) 1,096,455 $ 30.50 4.50 - Granted 615,000 $ 4.37 5.00 - Granted in Debt Conversion 686,499 $ 4.24 5.00 - Granted Prefunded Warrants 1,365,251 $ 1.10 4.00 - Granted in PIPE transaction 5,977,374 $ 1.10 * 5.00 - Exercised (3,603,687 ) $ 0.88 5.00 - Expired - - - - Outstanding and Exercisable at December 31, 2023 (audited) 6,136,892 $ 3.15 4.70 - Granted - $ - - - Exercised - $ - - - Expired - $ - - - Outstanding and Exercisable at March 31, 2024 (unaudited) 6,136,892 $ 3.15 4.70 - - * *Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10 |
LEASES AND LEASED PREMISES (Tab
LEASES AND LEASED PREMISES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases And Leased Premises | |
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES | Balance sheet information related to our leases is presented below: SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES Balance Sheet location 2024 2023 Balance Sheet location March 31, December 31, (unaudited) (unaudited) Operating leases: Right-of-use lease assets Right-of-use operating lease assets $ 1,618,449 $ 1,946,567 Right-of-use lease liability, current Other current liabilities 785,672 1,039,081 Right-of-use lease liability, long-term Right-of-use operating lease liability 832,777 907,486 |
SCHEDULE OF LEASE EXPENSE | The following provides details of the Company’s lease expense: SCHEDULE OF LEASE EXPENSE 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Operating lease expense, net $ 374,017 $ 226,660 Operating lease expense, net $ 374,017 $ 226,660 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | Other information related to leases is presented below: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Cash Paid for Amounts Included in Measurement of Liabilities: Operating cash flows from operating leases $ 328,118 $ 243,501 Weighted Average Remaining Lease Term: Operating leases 2.8 3.0 Weighted Average Discount Rate: Operating leases 10.00 % 5.00 % |
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE | The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE Operating leases 2024 (nine months remaining) $ 865,855 2025 407,861 2026 291,375 2027 258,282 2028 194,262 Thereafter - Total future minimum lease payments, undiscounted 2,017,634 Less: Imputed interest (241,669 ) Present value of future minimum lease payments $ 1,775,965 |
SCHEDULE OF EARNINGS PER SHARE
SCHEDULE OF EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Shares used in computation of basic earnings per share for the periods ended | 22,129,200 | 677,200 |
Total dilutive effect of outstanding stock awards or common stock equivalents | 51,679,600 | 1,062,760 |
Shares used in computation of fully diluted earnings per share for the periods ended March 31, 2024 and March 31, 2023, respectively | 73,808,800 | 1,739,960 |
Net income (loss) | $ (2,701,278) | $ (227,055) |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||
Date of incorporation | Dec. 15, 2014 | |||
Accounts receivable | $ 2,967,435 | $ 2,816,541 | $ 1,613,489 | |
Marketing expense | $ 265,055 | $ 252,725 | ||
Earnings per share diluted | $ (0.12) | $ (0.34) | ||
Income tax examination description | less than a 50% likelihood | less than a 50% likelihood | ||
Income tax expense | ||||
Warranty liability | 100,000 | $ 100,000 | ||
2 Third-party Vendors [Member] | ||||
Product Information [Line Items] | ||||
Accounts payable and accrued expense | $ 0 | $ 0 | ||
Supplier Concentration Risk [Member] | Inventory [Member] | 2 Third-party Vendors [Member] | ||||
Product Information [Line Items] | ||||
Risk percentage | 20% | 20% | ||
Minimum [Member] | ||||
Product Information [Line Items] | ||||
Estimated useful life | 5 years | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
Estimated useful life | 7 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ 2,701,278 | $ 227,055 | |
Retained Earnings (Accumulated Deficit) | 47,914,872 | $ 45,213,594 | |
Working capital | 3,010,604 | $ 4,551,927 | |
Sought value | $ 20,000,000 |
SCHEDULE OF INVENTORY AND DEPOS
SCHEDULE OF INVENTORY AND DEPOSITS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Inventory – Finished Goods and Work in Progress | $ 4,521,193 | $ 4,017,381 |
Inventory – Raw Materials | 1,989,538 | 1,770,612 |
Total Inventory | $ 6,510,731 | $ 5,787,993 |
INVENTORY AND DEPOSITS (Details
INVENTORY AND DEPOSITS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 240,000 | |
Inventory write-offs | $ 0 | $ 0 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 773,438 | $ 789,038 |
Less: Accumulated depreciation | (438,330) | (428,543) |
Net property and equipment | 335,108 | 360,495 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | 354,885 | 353,885 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment gross | $ 418,553 | $ 435,153 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 24,315 | $ 29,090 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 5 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful life | 7 years |
RELATED PARTY NOTE PAYABLE AN_2
RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 01, 2024 | Nov. 20, 2023 | Nov. 20, 2023 | Oct. 31, 2023 | Sep. 19, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of shares issued | $ 2,902.38 | |||||||||
Mr. Lambrecht s Employment Agreement [Member] | ||||||||||
Salaries and wages | $ 260,000 | |||||||||
Mr. Rosss Amended Employment Agreement [Member] | ||||||||||
Number of shares issued | $ 8,752,500 | |||||||||
Additional compensation expense | $ 454,167 | $ 466,800 | ||||||||
Mr. Rosss Amended Employment Agreement [Member] | Preferred Stock [Member] | ||||||||||
Number of shares vested | 10,000 | |||||||||
Mr. Rosss Amended Employment Agreement [Member] | Common Stock [Member] | ||||||||||
Number of shares vested | 5,000,000 | |||||||||
Mr. Graus Amended Employment Agreement [Member] | ||||||||||
Number of shares issued | $ 8,752,500 | |||||||||
Additional compensation expense | 454,167 | 466,800 | ||||||||
Charles A Ross Jr [Member] | ||||||||||
Compensation for Mr. Ross | 81,250 | $ 60,000 | ||||||||
Stock awards | 0 | 0 | ||||||||
Mr. Grau [Member] | ||||||||||
Compensation for Mr. Ross | 66,250 | 30,000 | ||||||||
Stock awards | $ 0 | $ 0 | ||||||||
Loan | 396,507 | |||||||||
Independent Director [Member] | Mr. Lambrecht s Employment Agreement [Member] | ||||||||||
Salaries and wages | $ 65,000 | |||||||||
Independent Consultant [Member] | Mr. Lambrecht s Employment Agreement [Member] | ||||||||||
Salaries and wages | $ 25,000 | |||||||||
Mr Lambrecht [Member] | Mr. Lambrecht s Employment Agreement [Member] | ||||||||||
Number of shares conversion | 62,500,000 | |||||||||
Number of shares issued | $ 4,612,500 | |||||||||
Additional compensation expense | $ 225,667 | $ 246,000 | ||||||||
Mr Lambrecht [Member] | Mr. Lambrecht s Employment Agreement [Member] | Preferred Stock [Member] | ||||||||||
Number of shares vested | 6,250 | |||||||||
Mr Lambrecht [Member] | Mr. Lambrecht s Employment Agreement [Member] | Common Stock [Member] | ||||||||||
Number of shares vested | 6,250,000 |
SCHEDULE OF LINE OF CREDIT (Det
SCHEDULE OF LINE OF CREDIT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Total recorded as a current liability | $ 1,818,441 | $ 1,456,929 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Total recorded as a current liability | $ 1,818,441 | $ 1,456,929 |
LINE OF CREDIT _ FINANCIAL IN_3
LINE OF CREDIT – FINANCIAL INSTITUTION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||
Line of credit, current | $ 1,818,441 | $ 1,456,929 | ||
Proceeds from Lines of Credit | $ 1,700,000 | |||
Master Credit Agreement [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit | $ 2,000,000 | |||
Percentage of interest rate period end | 2.05% | |||
Total percentage of interest rate during period | 7.45% | 7.48% | ||
Line of credit description | Upon inception the Company paid a one-time loan fee equal to 0.1% of the Line of Credit amount available. In the likelihood of default, the default interest automatically increases to 6% over the BSBY plus an additional 2.05% rate | |||
Interest rate, increase (decrease) | 6% | |||
Proceeds from Lines of Credit | $ 1,700,000 | |||
Repayments of Lines of Credit | $ 250,000 |
SCHEDULE OF WORKING CAPITAL (De
SCHEDULE OF WORKING CAPITAL (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | $ 2,675,750 | $ 1,954,214 |
Working Capital Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 375,000 | 450,000 |
Working Capital Loan One [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 235,750 | |
Working Capital Loan Two [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 625,000 | 500,000 |
Working Capital Loan Three [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 140,000 | |
Working Capital Loan Four [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 1,300,000 | |
Working Capital Loan Five [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | 500,000 | |
Working Capital Loan Six [Member] | ||
Short-Term Debt [Line Items] | ||
Total recorded as a current liability | $ 504,214 |
SCHEDULE OF WORKING CAPITAL (_2
SCHEDULE OF WORKING CAPITAL (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Working Capital Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Debt current | $ 600,000 | $ 600,000 | |
Interest rate | 12% | 12% | |
Loans default | $ 150,000 | $ 150,000 | |
Debt instrument maturity date | Jun. 30, 2024 | Jun. 30, 2024 | |
Interest rate | 35.40% | 35.40% | |
Interest rate discount rate | 15% | 15% | |
Working Capital Loan [Member] | First Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Loans default | $ 150,000 | $ 150,000 | |
Working Capital Loan [Member] | Second Loan [Member] | |||
Short-Term Debt [Line Items] | |||
Loans default | 300,000 | 300,000 | |
Working Capital Loan One [Member] | |||
Short-Term Debt [Line Items] | |||
Debt current | 162,667.20 | 162,667.20 | |
Debt current additional payable | 18,074.14 | 18,074.14 | |
Working Capital Loan Two [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument payment | $ 75,000 | 75,000 | |
Working Capital Loan Two [Member] | Prior to April 1,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 125% | ||
Debt Instrument, Repurchase Amount | $ 625,000 | ||
Working Capital Loan Two [Member] | Prior to May 5,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 137.50% | ||
Debt Instrument, Repurchase Amount | $ 687,500 | ||
Working Capital Loan Two [Member] | Thereafter [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Repurchase Amount | 687,500 | ||
Working Capital Loan Three [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument payment | $ 10,000 | 10,000 | |
Working Capital Loan Three [Member] | Prior to April 1,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 140% | ||
Debt Instrument, Repurchase Amount | $ 140,000 | ||
Working Capital Loan Three [Member] | Prior to May 5,2024 [Member] | |||
Short-Term Debt [Line Items] | |||
Interest rate | 154% | ||
Debt Instrument, Repurchase Amount | $ 154,000 | ||
Working Capital Loan Four [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument payment | $ 26,000 | ||
Working Capital Loan Five [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument maturity date | Dec. 27, 2024 | Dec. 27, 2024 | |
Debt instrument payment | $ 11,731 | $ 11,731 | $ 11,731 |
Working Capital Loan Six [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument maturity date | Jul. 05, 2024 | Jul. 05, 2024 | |
Debt instrument payment | $ 20,000 | $ 20,000 |
NOTES PAYABLE _ WORKING CAPIT_3
NOTES PAYABLE – WORKING CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | ||||||||||||||||||||
Dec. 31, 2024 | Nov. 30, 2024 | Oct. 31, 2024 | Sep. 30, 2024 | Aug. 31, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | Mar. 27, 2024 | Mar. 22, 2024 | Mar. 21, 2024 | Dec. 29, 2023 | Dec. 19, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Jul. 01, 2023 | Jun. 27, 2023 | Apr. 14, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 30, 2023 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||
Shares new issues | 24,129 | 71,499 | |||||||||||||||||||
Value new issues | $ 2,902.38 | ||||||||||||||||||||
Interest expense on loan | $ 423,859 | $ 7,110 | |||||||||||||||||||
Working capital loan | $ 600,000 | ||||||||||||||||||||
Loans - Working capital | 2,675,750 | $ 1,954,214 | |||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Revenues, Net of Interest Expense | $ 100,000 | ||||||||||||||||||||
Other Cost and Expense, Operating | $ 10,000 | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Working capital loan | 18,000 | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Working capital loan | $ 13,500 | $ 9,000 | |||||||||||||||||||
Accredited Lender [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||||
Working capital loan | $ 450,000 | ||||||||||||||||||||
Business Loan And Security Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from debt | $ 1,300,000 | $ 500,000 | $ 1,000,000 | ||||||||||||||||||
Loan net of fees | 26,000 | 10,000 | 20,000 | ||||||||||||||||||
Periodic payment | 26,000 | 11,731 | 20,000 | ||||||||||||||||||
Repayment of secured debt | 1,664,000 | $ 610,000 | $ 1,280,000 | ||||||||||||||||||
Interest rate | 40.50% | 41.40% | |||||||||||||||||||
Debt instrument, default amount | 15,000 | $ 15,000 | $ 15,000 | ||||||||||||||||||
Payments of lender fee | $ 40,000 | $ 80,000 | |||||||||||||||||||
Shares new issues | 3,721 | ||||||||||||||||||||
Value new issues | $ 2,900 | ||||||||||||||||||||
Interest expense on loan | $ 2,900 | ||||||||||||||||||||
Repayments of debt | 769,228 | ||||||||||||||||||||
Proceeds from secured debt | $ 504,772 | ||||||||||||||||||||
Assignment and Assumption Loan Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Periodic payment | 150,000 | ||||||||||||||||||||
Working capital loan | $ 600,000 | ||||||||||||||||||||
Loans payable | $ 150,000 | ||||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Proceeds from debt | $ 500,000 | ||||||||||||||||||||
Loan net of fees | 5,000 | ||||||||||||||||||||
Periodic payment | $ 75,000 | $ 75,000 | |||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | Prior to April 1,2024 [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 125% | ||||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 625,000 | ||||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | Prior to May 5,2024 [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 137.50% | ||||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 687,500 | ||||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | Thereafter [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 111.30% | ||||||||||||||||||||
Debt Instrument, Repurchase Amount | $ 687,500 | ||||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | March 31, 2024 [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 81.30% | ||||||||||||||||||||
Revenue Interest Purchase Agreement [Member] | May 31, 2024 [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 87.30% | ||||||||||||||||||||
Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 235,750 | ||||||||||||||||||||
Interest Expense, Debt | 35,362 | ||||||||||||||||||||
Debt Instrument, Fee Amount | 5,000 | ||||||||||||||||||||
Proceeds from repayments of debt | $ 200,000 | ||||||||||||||||||||
Debt instrument payment terms | Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (total repayment of $271,112 on or by December 31, 2023). the Company has the right to prepay the note within one hundred eighty days at a discount of 5%. Effective interest rate on this loan is 81.1% with 15 points paid up front as a fee as of March 31, 2024. | ||||||||||||||||||||
Debt date of first required payment | Jun. 30, 2024 | ||||||||||||||||||||
Repayment of debt | $ 271,112 | ||||||||||||||||||||
Discount rate | 5% | ||||||||||||||||||||
Effective interest rate | 81.10% | ||||||||||||||||||||
Promissory Note [Member] | Forecast [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||
Periodic payment | $ 18,074.14 | $ 18,074.14 | $ 18,074.14 | $ 18,074.14 | $ 18,074.14 | $ 18,074.14 | $ 162,667.20 |
GOODWILL AND ACQUISITION OF T_2
GOODWILL AND ACQUISITION OF THE CHAMPION ENTITIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill And Acquisition Of Champion Entities | |||
Goodwill | $ 2,000,000 | $ 2,000,000 | |
Impairment charges | $ 0 | $ 0 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 10,061,910 | $ 9,494,850 |
Total deferred tax asset | 10,061,910 | 9,494,850 |
Less: Valuation allowance | (10,061,910) | (9,494,850) |
Net deferred tax asset |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Federal statutory rate | (21.00%) |
State taxes, net of federal benefit | (0.00%) |
Change in valuation allowance | 21% |
Effective tax rate | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 47,914,872 | $ 45,213,594 |
Deferred Tax Assets, Valuation Allowance | $ 10,061,910 | $ 9,494,850 |
Valuation Allowance, Deferred Tax Asset, Explanation of Change | As a result, management determined it was more likely than not deferred tax assets will not be realized as of March 31, 2024, and December 31, 2023, and recognized 100% valuation allowance for each period |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 18 Months Ended | |||||||||||||||
Jan. 01, 2024 | Nov. 20, 2023 | Nov. 03, 2023 | Oct. 31, 2023 | Oct. 30, 2023 | Sep. 20, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Aug. 21, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Jun. 27, 2023 | Jul. 12, 2022 | Jul. 08, 2022 | Aug. 30, 2023 | Jul. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Reserse split | 1-for-25 | ||||||||||||||||||
Shares new issues | 2,993,850.63 | ||||||||||||||||||
Exercisable of warrants | 615,000 | 615,000 | |||||||||||||||||
Offering shares | 24,129 | 71,499 | |||||||||||||||||
Issuance of common stock, shares held | 2,988,687 | ||||||||||||||||||
Sale of common stock, net | $ 2,902.38 | ||||||||||||||||||
Gain on settlement of debt | $ 228,000 | ||||||||||||||||||
Stock price | $ 4.37 | $ 4.37 | |||||||||||||||||
Common Stock, Shares, Outstanding | 22,129,920 | 9,004,920 | 9,004,920 | ||||||||||||||||
Preferred Stock, Shares Outstanding | 200,000 | 200,000 | 200,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Share issued in conversion | 13,125,000 | 3,125,000 | |||||||||||||||||
Conversion of shares | 26,250 | 6,250 | |||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Offering shares | 150,000 | 100,000 | |||||||||||||||||
Series C Preferred Stock [Member] | IPO [Member] | |||||||||||||||||||
Offering price | $ 7.50 | ||||||||||||||||||
Proceeds from offering | $ 19,999,995 | ||||||||||||||||||
Series C Preferred Stock [Member] | IPO [Member] | Maximum [Member] | |||||||||||||||||||
Offering shares | 2,666,666 | ||||||||||||||||||
Series C Preferred Stock [Member] | IPO [Member] | Minimum [Member] | |||||||||||||||||||
Purchase price | $ 7.50 | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | September 12 [Member] | |||||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||
Exercisable of warrants | 5,977,374 | ||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||
Offering price | $ 0.75 | $ 0.78 | |||||||||||||||||
Exercisable of warrants | 370,000 | ||||||||||||||||||
Sale of stock description of transaction | On August 21, 2023, 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | |||||||||||||||||
Offering shares | 24,129 | 6,391 | 370,000 | ||||||||||||||||
Sale of common stock, net | $ 18,096.75 | $ 4,984.98 | $ 3,700 | ||||||||||||||||
Stock granted to vendor | 3,721 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Exercisable of warrants | 686,499 | 686,499 | |||||||||||||||||
Offering shares | 1,493,272 | ||||||||||||||||||
Conversion of shares | 448,096 | ||||||||||||||||||
Common Stock, Shares, Outstanding | 9,004,920 | 9,004,920 | 9,004,920 | ||||||||||||||||
Common Stock [Member] | September 21 [Member] | |||||||||||||||||||
Offering shares | 356,687 | ||||||||||||||||||
Common Stock [Member] | September 12 [Member] | |||||||||||||||||||
Offering shares | 390,000 | ||||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||||
Conversion of shares | 448,096 | ||||||||||||||||||
Reverse Stock Split [Member] | |||||||||||||||||||
Sale of stock description of transaction | For the month of July 2023, the following transactions occurred: Approximately 1,493,272 shares of the Company’s common stock were issued pursuant to the 100-share lot roundup caused by the reverse stock split on June 27, 2023. The Depository Trust and Clearing Corporation (the “DTCC”) which handles the clearing and settlement of virtually all broker-to-broker equity, listed corporate and municipal bond and unit investment trust (UIT) transactions in the U.S. equities markets submitted numerous requests for share allocations. In connection with the Company’s June 27, 2023 1-for-25 reverse split DTCC made these requests. An additional 1.488 million shares of the Company’s common stock were newly issued and added to its post-reverse stock split numbers. As described in the Company’s Information Statement filed on Schedule 14C dated December 14, 2022, shareholders holding at least a “round lot” (100 shares or more) prior to the reverse stock split shall have no less than one round lot (100 shares) after the reverse stock split | ||||||||||||||||||
Prefunded Common Stock Warrants [Member] | |||||||||||||||||||
Offering shares | 615,000 | ||||||||||||||||||
Warrants inducement exercise price per share | $ 1.10 | ||||||||||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock, Shares Outstanding | 125,000 | 125,000 | 125,000 | ||||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock, Shares Outstanding | 75,143 | 75,143 | 75,143 | ||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | |||||||||||||||||||
Sale of stock consideration received per transaction | $ 2,993,850.63 | ||||||||||||||||||
Shares new issues | 71,499 | ||||||||||||||||||
Excerice price share | $ 4.24 | $ 4.24 | $ 21.50 | $ 4.37 | |||||||||||||||
Exercisable of warrants | 615,000 | 615,000 | |||||||||||||||||
Exercisable of warrants | 686,499 | 686,499 | 2,988,687 | ||||||||||||||||
Offering shares | 71,499 | ||||||||||||||||||
Proceeds from sale of warrant inducement, net of offering costs | $ 3,287,555.70 | ||||||||||||||||||
Issuance of common stock, shares held | 2,242,000 | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Common Stock [Member] | |||||||||||||||||||
Excerice price share | $ 4.37 | ||||||||||||||||||
Armistice Capital Master Fund Ltd [Member] | Prefunded Warrants [Member] | |||||||||||||||||||
Excerice price share | 4.24 | ||||||||||||||||||
Offering price | $ 4.37 | $ 4.37 | |||||||||||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | |||||||||||||||||||
Vesting description | the already issued or existing share-award grant is to vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||
Recognised share award grant | 8,752,500 | ||||||||||||||||||
Compensation expenses | $ 466,800 | ||||||||||||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Stock price | $ 0.3501 | ||||||||||||||||||
Chief Executive Officer [Member] | Prefunded Warrants [Member] | |||||||||||||||||||
Offering shares | 3,954 | ||||||||||||||||||
Chief Operating Officer [Member] | Employment Agreement [Member] | |||||||||||||||||||
Vesting description | the share-award grant is to vest 1/4th upon the signing of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January 1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||
Recognised share award grant | 4,612,500 | 4,612,500 | |||||||||||||||||
Compensation expenses | $ 184,500 | ||||||||||||||||||
Stock price | $ 0.369 | ||||||||||||||||||
Chief Operating Officer [Member] | Employment [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Stock option award, description | On November 20, 2023 the Company issued 25,000 shares of its Series A Preferred Stock to Mr. Lambrecht, pursuant to his employment agreement as Chief Operating Officer. Mr. Lambrecht’s shares of Series A Preferred Stock will vest in the following manner, 25% upon signing of the employment agreement, 25% on the 1st of January 2024, and 25% for the following two anniversaries. Messrs. Ross and Grau who are holders of the Series A Preferred Stock will also enjoy the vesting of their shares of Series A Preferred Stock in the following manner; 20% on the 1st of January 2024 and 20% thereafter for the following 4 anniversaries. The Company has determined, and appropriately recorded in its statement of operations a compensation expense associated with the conversion or convertibility of the Series A Preferred Stock into common stock of the Company on a 500:1 basis. | ||||||||||||||||||
Chief Operating Officer [Member] | Prefunded Warrants [Member] | |||||||||||||||||||
Offering shares | 2,237 | ||||||||||||||||||
CEO, President and COO [Member] | Employment Agreement [Member] | |||||||||||||||||||
Common stock shares reserved for issuance | 62,500,000 | ||||||||||||||||||
President [Member] | Employment Agreement [Member] | |||||||||||||||||||
Vesting description | the already issued or existing share-award grant is to vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. | ||||||||||||||||||
Recognised share award grant | 8,752,500 | ||||||||||||||||||
Compensation expenses | $ 466,800 | ||||||||||||||||||
President [Member] | Employment Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Stock price | $ 0.3501 | ||||||||||||||||||
Investor [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||
Investment | $ 300 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENT (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.28 | 0.31 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.10 | 1.10 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (expected in years) | 4 years 6 months | 4 years 8 months 12 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 27.95 | 17.18 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 5.03 | 4.79 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-Based Payment Arrangement [Abstract] | ||||
Outstanding and exercisable - Beginning | 6,136,892 | 1,096,455 | ||
Weighted average exercise price per share - Beginning | $ 3.15 | $ 30.50 | ||
Remaining term - Ending | 4 years 8 months 12 days | 4 years 6 months | ||
Intrinsic value - Beginning | ||||
Outstanding and exercisable - Granted | 615,000 | |||
Weighted average exercise price per share - Granted | $ 4.37 | |||
Remaining term - Granted | 5 years | |||
Intrinsic value - Granted | ||||
Outstanding and exercisable - Granted in Debt Conversion | 686,499 | |||
Weighted average exercise price per share - Granted in Debt Conversion | $ 4.24 | |||
Remaining term - Granted in Debt Conversion | 5 years | |||
Outstanding and exercisable - Granted Prefunded Warrants | 1,365,251 | |||
Weighted average exercise price per share - Granted Prefunded Warrants | $ 1.10 | |||
Remaining term - Granted Prefunded Warrants | 4 years | |||
Outstanding and exercisable - Granted in PIPE transaction | 5,977,374 | |||
Weighted average exercise price per share - Granted in PIPE transaction | [1] | $ 1.10 | ||
Remaining term - Granted in PIPE transaction | 5 years | |||
Outstanding and exercisable - Exercised | (3,603,687) | |||
Weighted average exercise price per share - Exercised | $ 0.88 | |||
Remaining term - Exercised | 5 years | |||
Outstanding and exercisable - Expired | ||||
Weighted average exercise price per share - Expired | ||||
Intrinsic value - Exercised | ||||
Intrinsic value - Expired | ||||
Outstanding and exercisable - Ending | 6,136,892 | 6,136,892 | 1,096,455 | |
Weighted average exercise price per share - Ending | $ 3.15 | $ 3.15 | $ 30.50 | |
Intrinsic value - Ending | ||||
[1]*Pursuant to the Inducement Agreement the following warrants were repriced with an exercise price of $ 1.10 |
SCHEDULE OF WARRANT ACTIVITY _2
SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Repriced exercise price | $ 1.10 |
WARRANTS AND OPTIONS (Details N
WARRANTS AND OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 18 Months Ended | |||||||||||
Sep. 20, 2023 | Sep. 19, 2023 | Sep. 08, 2023 | Aug. 21, 2023 | Jun. 28, 2023 | Jun. 27, 2023 | Jun. 27, 2023 | Nov. 30, 2022 | Jul. 12, 2022 | Jul. 08, 2022 | Aug. 30, 2023 | Jul. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Exercise prie of warrants | $ 4.37 | $ 4.37 | $ 0.25 | $ 0.25 | ||||||||||
Purchase of warrants | 615,000 | 615,000 | ||||||||||||
Sale of stock | 2,993,850.63 | |||||||||||||
Number of shares issued | 24,129 | 71,499 | ||||||||||||
Share price | $ 4.37 | $ 4.37 | ||||||||||||
Issuance of common stock, shares held | 2,988,687 | |||||||||||||
Value new issues | $ 2,902.38 | |||||||||||||
Weighted average exercise price per share | $ 1.10 | |||||||||||||
Prefunded Warrants [Member] | ||||||||||||||
Purchase of warrants | 370,000 | |||||||||||||
Number of shares issued | 24,129 | 6,391 | 370,000 | |||||||||||
Sale of stock description of transaction | On August 21, 2023, 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | For the month of August 2023, the following transactions occurred: On August 21, 2023 245,000 of the 2023 Prefunded Warrants were exercised. Along with an exercise notice and payment totaling $2,450.00, 245,000 shares of common stock were issued | ||||||||||||
Value new issues | $ 18,096.75 | $ 4,984.98 | $ 3,700 | |||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||
Ownership percentage | 9.99% | |||||||||||||
Armistice Capital Master Fund Ltd [Member] | September 12 [Member] | ||||||||||||||
Ownership percentage | 9.99% | |||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||
Purchase of warrants | 5,977,374 | |||||||||||||
Prefunded Warrants To Calvary [Member] | ||||||||||||||
Purchase of warrants | 936,937 | |||||||||||||
Warrant exercise price | $ 21.50 | |||||||||||||
Warrant exercise price | 5 years | |||||||||||||
Weighted average exercise price per share | $ 1.10 | |||||||||||||
Armistice Capital Master Fund Ltd [Member] | ||||||||||||||
Purchase of warrants | 686,499 | 686,499 | 2,988,687 | |||||||||||
Warrant exercise price | $ 4.24 | $ 4.24 | $ 21.50 | $ 4.37 | ||||||||||
Sale of stock | 71,499 | |||||||||||||
Number of shares issued | 71,499 | |||||||||||||
Aggregate gross proceeds of warrants | $ 3,287,555.70 | |||||||||||||
Issuance of common stock, shares held | 2,242,000 | |||||||||||||
Calvary Fund [Member] | ||||||||||||||
Exercise prie of warrants | $ 129.6875 | |||||||||||||
Conversion of warrants | 15,099 | |||||||||||||
Warrants [Member] | ||||||||||||||
Exercise prie of warrants | $ 27.50 | |||||||||||||
Prefunded Warrants [Member] | ||||||||||||||
Warants converting into shares | 448,096 | |||||||||||||
Prefunded Warrants [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||
Warrant exercise price | $ 4.24 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Exercise prie of warrants | $ 4.24 | $ 4.24 | ||||||||||||
Warants converting into shares | 448,096 | |||||||||||||
Purchase of warrants | 686,499 | 686,499 | ||||||||||||
Number of shares issued | 1,493,272 | |||||||||||||
Warrants issued and outstanding | 1,365,251 | 1,365,251 | 686,499 | |||||||||||
Common Stock [Member] | September 21 [Member] | ||||||||||||||
Number of shares issued | 356,687 | |||||||||||||
Common Stock [Member] | September 12 [Member] | ||||||||||||||
Number of shares issued | 390,000 | |||||||||||||
Common Stock [Member] | Armistice Capital Master Fund Ltd [Member] | ||||||||||||||
Warrant exercise price | $ 4.37 | |||||||||||||
Warrant [Member] | ||||||||||||||
Exercise prie of warrants | $ 1.10 | $ 1.10 | ||||||||||||
Purchase of warrants | 686,499 | 686,499 | ||||||||||||
Number of shares issued | 746,687 | |||||||||||||
Warrants issued and outstanding | 6,136,892 | 6,136,892 | ||||||||||||
Warrant [Member] | Offer Letter Agreement [Member] | ||||||||||||||
Exercise prie of warrants | $ 4.24 | $ 4.37 | ||||||||||||
Prefunded Common Stock Warrants [Member] | ||||||||||||||
Number of shares issued | 615,000 | |||||||||||||
Common stock exercise price | $ 1.10 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Right-of-use lease liability, long-term | $ 1,618,449 | $ 1,946,567 |
Right of Use Operating Lease Assets [Member] | ||
Right-of-use lease liability, long-term | 1,618,449 | 1,946,567 |
Other Current Liabilities [Member] | ||
Right-of-use lease liability, long-term | 785,672 | 1,039,081 |
Right of Use Operating Lease Liability [Member] | ||
Right-of-use lease liability, long-term | $ 832,777 | $ 907,486 |
SCHEDULE OF LEASE EXPENSE (Deta
SCHEDULE OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases And Leased Premises | ||
Operating lease expense, net | $ 374,017 | $ 226,660 |
Operating lease expense, net | $ 374,017 | $ 226,660 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases And Leased Premises | ||
Operating cash flows from operating leases | $ 328,118 | $ 243,501 |
Operating leases, remaining lease term | 2 years 9 months 18 days | 3 years |
Operating leases, weighted average discount rate | 10% | 5% |
SCHEDULE OF FUTURE MINIMUM RENT
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE (Details) | Mar. 31, 2024 USD ($) |
Leases And Leased Premises | |
Operating lease, 2024 (three months remaining) | $ 865,855 |
Operating lease, 2024 (three months remaining) | 407,861 |
Operating lease, 2024 (three months remaining) | 291,375 |
Operating lease, 2024 (three months remaining) | 258,282 |
Operating lease, 2024 (three months remaining) | 194,262 |
Operating lease, 2024 (three months remaining) | |
Operating lease, 2024 (three months remaining) | 2,017,634 |
Operating lease, 2024 (three months remaining) | (241,669) |
Operating lease, 2024 (three months remaining) | $ 1,775,965 |
LEASES AND LEASED PREMISES (Det
LEASES AND LEASED PREMISES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases And Leased Premises | |||
Rent expense, operating leases | $ 630,000 | $ 226,000 | |
Operating lease right of use asset and liability | $ 1,000,000 | ||
Rent expenses | $ 374,017 | $ 226,660 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 0 | $ 0 |
Line of credit | $ 1,818,441 | $ 1,456,929 |
OTHER INCOME _ EMPLOYEE RETEN_2
OTHER INCOME – EMPLOYEE RETENTION CREDIT (Details Narrative) - US Treasury and Government [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Received tax credit | $ 1,291,000 |
Refunds and credits for retaining | 178,000 |
Employee [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Refunds and credits for retaining | $ 1,113,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 30, 2024 | Jun. 14, 2024 | May 28, 2024 | Apr. 19, 2024 | Apr. 09, 2024 | Apr. 01, 2024 | Mar. 22, 2024 | Apr. 30, 2024 | Apr. 23, 2024 | Jun. 27, 2023 |
Subsequent Event [Line Items] | ||||||||||
common stock per share | $ 4.37 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
common stock per share | $ 1 | |||||||||
Line of credit | $ 1,810,000 | |||||||||
Revenue Interest Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenue interest | $ 100,000 | |||||||||
Other expense, operating | $ 10,000 | |||||||||
Revenue Interest Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenue interest | $ 500,000 | $ 100,000 | $ 100,000 | |||||||
Other expense, operating | 50,000 | 10,000 | 10,000 | |||||||
Revenue Interest Purchase Agreement [Member] | Subsequent Event [Member] | May 31, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | 770,000 | 140,000 | 140,000 | |||||||
Revenue Interest Purchase Agreement [Member] | Subsequent Event [Member] | June 1, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | $ 700,000 | 154,000 | $ 154,000 | |||||||
Revenue Interest Purchase Agreement One [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenue interest | 300,000 | |||||||||
Other expense, operating | 30,000 | |||||||||
Revenue Interest Purchase Agreement One [Member] | Subsequent Event [Member] | May 31, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | 420,000 | |||||||||
Revenue Interest Purchase Agreement One [Member] | Subsequent Event [Member] | June 1, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | 462,000 | |||||||||
Revenue Interest Purchase Agreement Two [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenue interest | 75,000 | |||||||||
Other expense, operating | 7,500 | |||||||||
Revenue Interest Purchase Agreement Two [Member] | Subsequent Event [Member] | May 31, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | 105,000 | |||||||||
Revenue Interest Purchase Agreement Two [Member] | Subsequent Event [Member] | June 1, 2024 [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments for repurchase of equity | $ 115,500 | |||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 111,550 | $ 111,550 | ||||||||
Original issue discount | 14,550 | 14,550 | ||||||||
Original issue fees | 7,000 | 7,000 | ||||||||
Loan proceeds | $ 90,000 | $ 90,000 | ||||||||
Accrued, unpaid interest | $ 13,881.78 | |||||||||
Remaining payments | $ 124,936 |