Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | Safety Shot, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No.1 (the “Amendment”) to its Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2023, to reclassify the financial statements in its Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the nine months ended September 30, 2023 that was originally filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2023 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39569 | |
Entity Registrant Name | SAFETY SHOT, INC. | |
Entity Central Index Key | 0001760903 | |
Entity Tax Identification Number | 83-2455880 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1061 E. Indiantown Road | |
Entity Address, Address Line Two | Suite 110 | |
Entity Address, City or Town | Jupiter | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33477 | |
City Area Code | (561) | |
Local Phone Number | 244-7100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,817,783 | |
Entity Information, Former Legal or Registered Name | Jupiter Wellness, Inc | |
Common Stock, $.001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $.001 par value per share | |
Trading Symbol | SHOT | |
Security Exchange Name | NASDAQ | |
Warrants to purchase shares of common stock [Member] | ||
Title of 12(b) Security | Warrants to purchase shares of common stock | |
Trading Symbol | SHOTW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 4,387,797 | $ 1,477,552 |
Marketable Securities | 2,281,074 | |
Inventory | 93,663 | 151,204 |
Account receivable | 3,012 | 26,440 |
Prepaid expenses and deposits | 605,818 | 116,389 |
Investment in affiliates | 794,717 | 2,909,674 |
Loan receivable from SRM Entertainment Ltd | 1,458,914 | |
Current assets held for sale | 611,316 | |
Total current assets | 8,166,081 | 6,751,489 |
Long-Term Assets | ||
Right of use assets | 521,519 | 643,977 |
Intangible assets, net | ||
Goodwill | ||
Intellectual property, net | 2,612,907 | |
Fixed assets, net | 30,923 | 52,494 |
Assets held for sale | 1,242,803 | |
Total assets | 11,331,430 | 8,690,763 |
Liabilities and Shareholders’ Equity | ||
Accounts Payable | 1,689,697 | 1,548,384 |
Convertible notes, net of discounts | 2,000,000 | 2,000,000 |
Current portion of lease liability | 206,015 | 164,170 |
Accrued interest | 229,261 | 110,905 |
Accrued liabilities | 89,245 | 41,326 |
Covid - 19 SBA Loan | 49,166 | 47,533 |
Current liabilities held for sale | 593,192 | |
Total current Liabilities | 4,263,384 | 4,505,510 |
Long-term portion lease liability | 358,920 | 519,659 |
Total liabilities | 4,622,304 | 5,025,169 |
Shareholders’ Equity | ||
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding | ||
Common stock, $.001 par value, 100,000,000 shares authorized, of which 37,208,759 and 22,338,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 37,209 | 22,339 |
Additional paid-in capital | 65,950,427 | 53,763,929 |
Common stock payable | 725,230 | 477,000 |
Accumulated deficits | (60,003,740) | (50,597,674) |
Total Shareholders’ Equity | 6,709,126 | 3,665,594 |
Total Liabilities and Shareholders’ Equity | $ 11,331,430 | $ 8,690,763 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 37,208,759 | 22,338,888 |
Common Stock, shares outstanding | 37,208,759 | 22,338,888 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Sales | $ 11,877 | $ 85,467 | $ 69,968 | $ 125,417 |
Cost of Sales | 46,438 | 74,365 | 97,977 | 93,869 |
Gross profit (loss) from continuing operations | (34,561) | 11,102 | (28,009) | 31,548 |
Operating expense | ||||
General and administrative expenses | 4,090,608 | 1,977,175 | 7,040,858 | 5,043,504 |
Impairment of Promissory Note | 1,000,000 | |||
Total operating expenses | 4,090,608 | 1,977,175 | 7,040,858 | 6,043,504 |
Other income / (expense) | ||||
Interest income | 56,113 | 483 | 56,802 | 1,410 |
Interest expense | (54,751) | (549,715) | (168,869) | (1,124,371) |
Other income / (expense) | (2,426,915) | (1,236,720) | 4,813 | |
Unrecognized gain / (loss) on equity investment | (726,884) | (726,884) | ||
Total other income (expense) | (3,152,437) | (549,232) | (2,075,671) | (1,118,148) |
Net (loss) from continuing operations | (7,277,606) | (2,515,305) | (9,144,538) | (7,130,104) |
Income (loss) from discontinued operations | (460,695) | 182,879 | (261,528) | 437,147 |
Net (loss) | $ (7,738,301) | $ (2,332,426) | $ (9,406,066) | $ (6,692,957) |
Net (loss) per share: | ||||
Basic | $ (0.26) | $ (0.10) | $ (0.34) | $ (0.30) |
Weighted average number of shares | ||||
Basic | 29,836,485 | 21,530,012 | 27,370,658 | 22,191,644 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - USD ($) | Treasury Stock, Common [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 24,046 | $ 285,000 | $ 51,668,019 | $ (35,374,646) | $ 16,602,419 | |
Balance, shares at Dec. 31, 2021 | 24,046,001 | |||||
Stock issued for services | $ 100 | 104,900 | 105,000 | |||
Stock issued for services, shares | 100,000 | |||||
Treasury shares purchased | $ (2,133,167) | $ (1,996) | 1,996 | (2,133,167) | ||
Treasury shares purchased, shares | 1,995,948 | (1,995,948) | ||||
Net Loss | (2,919,775) | (2,919,775) | ||||
Ending balance, value at Mar. 31, 2022 | $ (2,133,167) | $ 22,150 | 285,000 | 51,774,915 | (38,294,421) | 11,654,477 |
Balance, shares at Mar. 31, 2022 | 1,995,948 | 22,150,053 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 24,046 | 285,000 | 51,668,019 | (35,374,646) | 16,602,419 | |
Balance, shares at Dec. 31, 2021 | 24,046,001 | |||||
Net Loss | (6,692,957) | |||||
Ending balance, value at Sep. 30, 2022 | $ (300,151) | $ 21,664 | 477,000 | 50,426,013 | (42,067,603) | 8,556,923 |
Balance, shares at Sep. 30, 2022 | 391,723 | 21,663,888 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 24,046 | 285,000 | 51,668,019 | (35,374,646) | 16,602,419 | |
Balance, shares at Dec. 31, 2021 | 24,046,001 | |||||
Stock issued for services, shares | 925,000 | |||||
Shares issued in connection with convertible promissory note, shares | 250,000 | |||||
Ending balance, value at Dec. 31, 2022 | $ 22,339 | 477,000 | 53,763,929 | 50,597,674 | 3,665,594 | |
Balance, shares at Dec. 31, 2022 | 22,338,888 | |||||
Beginning balance, value at Mar. 31, 2022 | $ (2,133,167) | $ 22,150 | 285,000 | 51,774,915 | (38,294,421) | 11,654,477 |
Balance, shares at Mar. 31, 2022 | 1,995,948 | 22,150,053 | ||||
Treasury shares purchased | $ (643,558) | $ (694) | 694 | (643,558) | ||
Treasury shares purchased, shares | 694,406 | (694,406) | ||||
Net Loss | (1,440,756) | (1,440,756) | ||||
Treasury shares cancelled | $ 2,579,894 | (2,579,894) | ||||
Treasury shares cancelled, shares | (2,433,894) | |||||
Shares issued in connection with convertible promissory note | $ 250 | 277,250 | 277,500 | |||
Shares issued in connection with convertible promissory note, shares | 250,000 | |||||
Fair value of warrants granted for services | 706,977 | 706,977 | ||||
Stock options issued for services | 142,169 | 142,169 | ||||
Ending balance, value at Jun. 30, 2022 | $ (196,831) | $ 21,706 | 285,000 | 50,322,111 | (39,735,177) | 10,696,809 |
Balance, shares at Jun. 30, 2022 | 256,460 | 21,705,647 | ||||
Stock issued for services | $ 150 | 103,710 | 103,860 | |||
Stock issued for services, shares | 150,000 | |||||
Treasury shares purchased | $ (103,320) | $ (135) | 135 | (103,320) | ||
Treasury shares purchased, shares | 135,263 | (135,263) | ||||
Net Loss | (2,332,426) | (2,332,426) | ||||
Common Stock to be issued for services | 192,000 | 192,000 | ||||
Management common shares cancelled | $ (57) | 57 | ||||
Common stock to be issued for services, shares | (56,496) | |||||
Ending balance, value at Sep. 30, 2022 | $ (300,151) | $ 21,664 | 477,000 | 50,426,013 | (42,067,603) | 8,556,923 |
Balance, shares at Sep. 30, 2022 | 391,723 | 21,663,888 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 22,339 | 477,000 | 53,763,929 | 50,597,674 | 3,665,594 | |
Balance, shares at Dec. 31, 2022 | 22,338,888 | |||||
Net Loss | (1,308,174) | (1,308,174) | ||||
Shares issued in Public Offering | $ 4,316 | 3,446,359 | 3,450,675 | |||
Shares issued in Public Offering, shares | 4,315,787 | |||||
Ending balance, value at Mar. 31, 2023 | $ 26,655 | 477,000 | 57,210,288 | (51,905,848) | 5,808,095 | |
Balance, shares at Mar. 31, 2023 | 26,654,675 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 22,339 | 477,000 | 53,763,929 | 50,597,674 | 3,665,594 | |
Balance, shares at Dec. 31, 2022 | 22,338,888 | |||||
Stock issued for services, shares | 1,675,000 | |||||
Net Loss | (9,406,066) | |||||
Shares issued in Public Offering | $ 192,000 | |||||
Shares issued in Public Offering, shares | 4,315,787 | 300,000 | ||||
Purchase of intangible asset, shares | 5,000,000 | |||||
Ending balance, value at Sep. 30, 2023 | $ 37,209 | 725,230 | 65,950,427 | (60,003,740) | $ 6,709,126 | |
Balance, shares at Sep. 30, 2023 | 37,208,759 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 26,655 | 477,000 | 57,210,288 | (51,905,848) | 5,808,095 | |
Balance, shares at Mar. 31, 2023 | 26,654,675 | |||||
Net Loss | (359,591) | (359,591) | ||||
Shares issued for services | $ 500 | 219,500 | 220,000 | |||
Shares issued for services, shares | 500,000 | |||||
Ending balance, value at Jun. 30, 2023 | $ 27,155 | 477,000 | 57,429,788 | (52,265,439) | 5,668,504 | |
Balance, shares at Jun. 30, 2023 | 27,154,675 | |||||
Stock issued for services | $ 1,175 | 456,750 | 457,925 | |||
Stock issued for services, shares | 1,175,000 | |||||
Net Loss | (7,738,301) | (7,738,301) | ||||
Fair value of warrants granted for services | 364,960 | 364,960 | ||||
Shares issued for Stock payable | $ 300 | (192,000) | 191,700 | |||
Shares issued for stock payable, shares | 300,000 | |||||
Stock payable for services | 113,500 | 113,500 | ||||
Stock payable for inducement | 326,730 | 326,720 | ||||
Purchase of intangible asset | $ 5,000 | 2,463,500 | 2,468,500 | |||
Purchase of intangible asset, shares | 5,000,000 | |||||
Warrant conversions | $ 3,579 | 3,332,195 | 3,335,774 | |||
Warrant conversions, shares | 3,579,084 | |||||
Deconsolidation of SRM Entertainment and change to equity method of accounting | 551,757 | 551,757 | ||||
Fair value of price reduction on conversion price for notes and warrants | 1,120,333 | 1,120,333 | ||||
Fair value of options granted to employees | 39,444 | 39,444 | ||||
Ending balance, value at Sep. 30, 2023 | $ 37,209 | $ 725,230 | $ 65,950,427 | $ (60,003,740) | $ 6,709,126 | |
Balance, shares at Sep. 30, 2023 | 37,208,759 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from continuing operating activities: | |||||
Net (loss) | $ (7,277,606) | $ (2,515,305) | $ (9,144,538) | $ (7,130,104) | |
Depreciation & Amortization | 112,442 | 16,204 | |||
Gain on sale of fixed assets | (23,308) | (3,702) | |||
Impairment IP | 1,000,000 | ||||
Fair value of options issued for services | 39,444 | 142,169 | |||
Fair value of shares issued for services | 791,425 | 400,860 | |||
Fair value of shares issued for inducement | 326,730 | ||||
Fair value of warrants issued for services | 364,960 | ||||
Amortization of debt discount | 996,879 | ||||
Amortization of Clinical research agreement | 212,500 | ||||
Loss on extinguishment | 1,120,333 | ||||
Unrealized gain/loss on equity investment | 726,884 | ||||
Realized gain/loss on sale of marketable securities | (216,664) | ||||
Unrealized loss on marketable securities | 356,359 | ||||
Bad debt | 4,816 | 2,266 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||
Prepaid expenses and deposits | (181,946) | (284,538) | |||
Right of Entry asset | 122,458 | 114,004 | |||
Accounts receivable | 371,803 | (28,767) | |||
Inventory | 94,157 | (148,489) | |||
Accounts payable | (59,862) | (292,547) | |||
Accrued liabilities | 130,938 | 68,162 | |||
Lease liability | (118,894) | (94,078) | |||
Net cash (used in) continuing operating activities | (5,182,463) | (5,029,182) | |||
Cash flows from discontinued operating activities: | |||||
Income (loss) from discontinued operations | (261,528) | 437,147 | |||
Reclassification of assets and liabilities to held for sale | 863,065 | (437,409) | |||
Cash provided from discontinued operations | 601,537 | 22,662 | |||
Cash flows from investing activities: | |||||
Cash paid for purchase of assets | (200,000) | (10,707) | |||
Cash paid for research agreement | (1,500,000) | ||||
Cash paid for marketable securities | (14,332) | ||||
Cash paid for purchase of fixed assets | (108,954) | (1,000,000) | |||
Cash paid for SRM Inc. | (390,478) | ||||
Cash received from SRM Ltd. | 1,534,814 | ||||
Cash received for sale of marketable securities | 665,631 | ||||
Net change to value of marketable securities | 345,032 | ||||
Cash paid for investment | (508,800) | ||||
Proceeds from sale of assets | 39,100 | 43,000 | |||
Net cash (used in) investing activities | 1,362,013 | (2,467,707) | |||
Cash flows from financing activities: | |||||
Shares issued for cash | 6,786,449 | ||||
Cash paid for Treasury Stock | (2,880,045) | ||||
Proceeds from Promissory notes | 1,880,000 | ||||
Loans to affiliates | (699,952) | ||||
Borrowings on debt | 199,097 | 241,272 | |||
Payments on debt | (156,436) | (187,711) | |||
Net cash (used in) provided by financing activities | 6,129,158 | (946,484) | |||
Net (decrease) in cash and cash equivalents | 2,910,245 | (8,443,635) | |||
Cash and cash equivalents at the beginning of the period | 1,477,552 | 11,225,038 | $ 11,225,038 | ||
Cash and cash equivalents at the end of the period | $ 4,387,797 | $ 2,781,403 | 4,387,797 | 2,781,403 | $ 1,477,552 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||
Cash paid for interest | |||||
Cash paid for income taxes | |||||
Non-cash items: | |||||
Fair value of Warrants issued and beneficial conversion feature in connection with convertible notes | 706,977 | ||||
Reclassification of Held to Maturity investments to Marketable Securities | 3,417,100 | ||||
Shares issued from stock payable for services | 192,000 | ||||
Shares issued for GBB asset purchase | 2,468,500 | ||||
Reclassification for SRM Ltd deconsolidation | 146,800 | ||||
Common stock issued in connection with promissory notes | 277,500 | ||||
Treasury shares cancelled | 2,579,894 | ||||
Cancellation of shares issued to management | $ 57 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 – Organization and Business Operations Safety Shot Inc. (NASDAQ: SHOT) was formerly known as Jupiter Wellness Inc. In August 2023 the Company acquired certain assets of GBB Drink Lab Inc which included the blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. Concurrently with the purchase, the Company changed its name to Safety Shot, Inc. and changed its NASDAQ trading symbol to SHOT. The Company launched Safety Shot in December 2023. Safety Shot has a well-established clinical development infrastructure and fits within the Company’s existing over-the-counter and prescription-grade health and wellness products. The Company will continue its current products line as an operating division and is committed to supporting health and wellness by developing innovative solutions to a range of conditions. We take pride in our research and development of over-the-counter (OTC) products and intellectual property, which aim to address some of the most prevalent health and wellness concerns today. Our product pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and sexual wellness products, that cater to different health and wellness needs. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards. To achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance existing ones. We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach. We generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties. Our products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base. Additionally, we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global presence. Going Concern Consideration As of September 30, 2023 and December 31, 2022, the Company had an accumulated deficits of $ 60,003,740 50,597,674 5,182,463 6,448,078 6,523,441 4,387,797 1,477,552 3,902,697 2,245,979 |
Significant Accounting Policies
Significant Accounting Policies Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies Basis of Presentation | Note 2 – Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, and Jupiter Wellness Investments, Inc., a Florida corporation at September 30. 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022. All intercompany accounts and transactions have been eliminated. The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a previously wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation. Debt Extinguishment and Modification Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment. Deconsolidation The Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 20 50 Discontinued Operations The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation. Equity Method for Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Asset Purchases The Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the costs to purchase the asset or set of assets are allocated to the assets acquired. No goodwill is recorded in connection with an asset purchase. Investments in Marketable Securities The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the Nine months ended September 30, 2023, the Company had expired inventory write-downs of $ 23,794 152,432 23,623 123,094 5,715 Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to- maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. Assets and liabilities Held for Sale On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 79.3 2 1,250,000 5.00 2,000,000 6.5 4.5 9,450,000 The Company has reclassified all of the assets and liabilities of SRM held prior to the to the Share Exchange as assets and liabilities held for sale. At September 30, 2023, the Company had no assets or liabilities held for sale. At December 31, 2022, the Company had current assets held for sale totaling $ 611,316 1,242,803 593,192 The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets: Schedule of Assets and Liabilities of Discontinued Operations September 30, December 31, 2023 2022 Cash $ - $ 453,516 Inventory - 290,200 Account receivable - 621,090 Prepaid expenses and deposits - 697,725 Investment in Affiliate - 7,699 Loan to SRM - (1,458,914 ) Total current asset held for sale - 611,316 Intangible assets - 291,533 Goodwill - 941,937 FF&E - 9,333 Assets held for sale - 1,242,803 Total assets $ - $ 1,854,119 Accounts Payable $ - $ 532,899 Accrued liabilities - 114,156 Total current Liabilities $ - $ 647,055 The following table presents the components of discontinued operations reported in the consolidated statements of operations: 2023 2022 2023 2022 Three months ended Nine months ended 2023 2022 2023 2022 Sales $ 472,319 $ 1,517,546 $ 3,901,162 $ 5,165,719 Cost of Sales 379,374 1,115,376 3,064,376 4,161,505 Gross profit 92,945 402,170 836,786 1,004,214 Operating expense 91,951 219,291 636,937 567,067 Other (income) expense 461,690 - 461,377 - Total expenses 553,641 219,291 1,098,314 567,067 Net income (loss) from discontinued operations $ (460,696 ) $ 182,879 $ (261,528 ) $ 437,147 Trading Securities Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings. Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) $ (7,738,301 ) $ (2,332,426 ) $ (9,406,066 ) $ (6,692,957 ) Denominator: Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period 29,836,485 21,530,012 27,370,658 22,191,644 Denominator for diluted earnings per share 29,836,485 21,530,012 27,370,658 22,191,644 Basic (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) Diluted (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the Nine months ended September 30, 2023 and year ended December 31, 2022, the Company recognized no Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted an evaluation of our goodwill as of December 31, 2022 and there was no no Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 no Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine months September 30, 2023 and the year ended December 31, 2022 were not material. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 98,091 128,241 Stock Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation – Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 7,110,329 7,110,329 Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Reclassifications Certain current and prior period balances have been adjusted to reflect current period presentation. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 3 – Accounts Receivable At September 30, 2023 and December 31, 2022, the Company had accounts receivable of $ 3,012 26,440 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Deposits | |
Prepaid Expenses and Deposits | Note 4 – Prepaid Expenses and Deposits At September 30, 2023 and December 31, 2022, the Company had prepaid expenses and deposits 605,818 116,389 , respectively consisting primarily of deposits and prepayments on purchase orders. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory At September 30, 2023 and December 31, 2022, the Company had inventory of $ 93,663 151,204 |
Marketable Securities, Investme
Marketable Securities, Investment in and Loans to Affiliates | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Investments [Abstract] | |
Marketable Securities, Investment in and Loans to Affiliates | Note 6 – Marketable Securities, Investment in and Loans to Affiliates At December 31, 2022, the Company had invested $ 2,908,300 JWAC filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023. JWAC’s stockholders approved JWAC’s business combination with Chijet Inc. and its affiliates including Chijet Motor Company Inc. (collectively “Chijet”), at its Special Meeting of Stockholders held on May 2, 2023 and closed the transaction on June 1, 2023. As a result, on June 27, 2023, the Company received a total of 1,662,434 96,000 In May 2023, the Company purchased 48,000 508,800 10,000 14,332 During the nine months ended September 30, 2023 the Company sold 256,637 216,664 At September 30, 2023 the Company, the Company held 1,292,297 2,281,074 356,359 In connection with the Chijet transaction, our CEO Brian John is “entitled to a twenty percent (20%) bonus based on the net profits realized from any investment made by the Company.” At June 30, 2023 the Company had recorded a contingent liability of $ 233,377 267,500 On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 79.3 2 1,250,000 5.00 2,000,000 6.5 4.5 9,450,000 At December 31, 2022, the Company had an outstanding unsecured, non-interest bearing loan receivable balance of $ 1,482,673 6 55,847 1,538,520 1,482,673 55,847 At December 31, 2022, the Company had loans totaling $ 9,073 no |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Note Receivable | Note 7 – Note Receivable On December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $ 10,000,000 to Next Frontier Pharmaceuticals, Inc. (“NFP”) and entered into a Stock Purchase Agreement (“SPA”) for the Company to acquire NFP. The Note has a term of six months and interest at eight percent ( 8 %). On January 6, 2022 the Company issued an additional Secured Promissory Note to NFP under the same terms for up to $ 5,000,000 , of which $ 1,000,000 was funded on January 7, 2022. In February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note. As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000 1,000,000 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 – Intangible Assets SRM Entertainment In connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 The Distribution Agreements have an estimated life of six years Effective August 14, 2023 the Company spun-off 52 % of SRM Ltd formerly a wholly-owned subsidiary, into a public company in exchange for shares of SRM Inc. common stock. The fair value of the 4,609,166 1,521,025 409,549 48 726,884 Summary of deconsolidation loss: Schedule of Deconsolidation and Equity Goodwill and Intangibles $ 1,042,151 Net assets of SRM Ltd at deconsolidation 189,866 Equity of SRM Ltd 698,557 Effect of deconsolidation 1,930,574 Fair value of Consideration (1,521,025 ) Loss on deconsolidation $ (409,549 ) Summary of Changes to Equity Method Investment Summary of Asset Value Fair value of Consideration $ 1,521,025 Equity in SRM losses (726,884 ) Balance $ 794,141 Licensing agreements During the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies. The Company paid a total of $ 675,000 for the rights, consisting of $ 150,000 in cash and $ 525,000 in shares of the Company’s common stock. In early 2022, the Company terminated one of the licensing agreements and as a result, the company considered the terminated license to be impaired and took a charge of $ 300,000 to 2021 earnings. During 2022, the Company evaluated the remaining license agreement and determined that its carrying value had been impaired and took a charge of $ 375,000 to 2022 earnings. The balance of Intellectual property at December 31, 2022 was $ 0 . Clinical Research Agreement During the year ended December 31, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes, eczema, and other skin indications. As of December 31, 2022, the Company had paid $ 1,500,000 3,000,000 1,075,000 0 Safety Shot Acquisition In August 2023 the Company acquired certain assets of GBB Drink Lab Inc (“GBB”) which included the patents for a blood alcohol detox drink Safety Shot, an over-the-counter drink that can lower blood alcohol content to allow recovery from the effects of alcohol at a rate faster than would occur normally. The purchase price was 5,000,000 2,468,500 200,000 The patents will be amortized over twelve years (the remaining 12 year life of the patents). During the nine months ended September 30, 2023, the Company recognized $ 55,593 Summary of transaction and carrying value: Summary of Transaction and Carrying Value Purchase price: Allocation of Purchase price: Cash $ 200,000 Patents $ 2,668,500 Fair value of stock issued 2,468,500 Amortization ( 55,593 ) Balance $ 2,668,500 Balance $ 2,612,907 |
Accrued Interest and Other Accr
Accrued Interest and Other Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Interest and Other Accrued Liabilities | Note 9 – Accrued Interest and Other Accrued Liabilities At September 30, 2023 and December 31, 2022, the Company had accrued interest on the convertible notes below of $ 229,261 110,905 At September 30, 2023 and December 31, 2022, the Company had accrued liabilities totalling $ 89,245 41,326 |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Convertible Notes Payable – Related Parties | Note 10 – Convertible Notes Payable – Related Parties On April 20, 2022, the Company entered into a $ 1,500,000 500,000 1,500,000 500,000 1,100,000 360,000 October 20, 2022 January 31, 2024 250,000 277,500 The Notes have an original issuance discount of five percent ( 5 10,000 8 2.79 5 2.79 The fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and three months ended September 30, 2023: Schedule of Convertible promissory Notes Principal Balance, December 31, 2021 $ - The Notes 2,000,000 Principal Balance, September 30, 2023 and December 31, 2022 $ 2,000,000 Interest expense for the Nine months ended September 30, 2023 on the Notes totals $ 118,359 1,286,368 1,104,477 During the nine months ended September 30, 2023, the Notes were amended to change the conversion price of the Notes and exercise price of all outstanding warrants was reduced to $ 0.93 2.79 500,000 6.00 1,460,000 2.79 800,000 1.00 923,603 196,730 1,120,333 |
Covid-19 SBA Loans
Covid-19 SBA Loans | 9 Months Ended |
Sep. 30, 2023 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Covid-19 SBA Loans | Note 11 – Covid-19 SBA Loans During the year ended December 31, 2020, the Company applied for and received $ 55,700 30 3.75 49,166 47,533 |
Capital Structure
Capital Structure | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Capital Structure | Note 12 – Capital Structure Common Stock – 100,000,000 shares of common stock with par value of $ 0.001 and 100,000 shares of preferred stock with par value of $ 0.001 . As of September 30, 2023 and December 31, 2022, there were 37,208,759 and 22,338,888 shares of common stock issued and outstanding, respectively, and no shares of preferred stock were issued and outstanding. Year ended December 31, 2022 issuances Treasury Shares Purchased In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. During the year ended December 31, 2022, the Company purchased 2,825,617 2,880,045 Share and warrants issued in connection with convertible debt During the year ended December 31, 2022, The Company issued 250,000 2,000,000 277,500 Shares issued for services During the year ended December 31, 2022, the Company entered into six Consulting Agreements under the terms of which the Company issued 925,000 1,054,125 300,000 Management return and cancellation of shares On September 28, 2022, the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 563(I). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. Nine months ended September 30, 2023 issuances: Shares issued in Public Offering Concurrently to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 0.001 0.70 4.1 0.95 3,450,675 Shares issued for services During the Nine months ended September 30, 2023, the Company entered into Consulting Agreements under the terms of which the Company granted 1,775,000 791,425 100,000 Shares issued for stock payable During the Nine months ended September 30, 2023, the Company issued 300,000 Shares issued for purchase of assets In July 2023, the Company entered into an Asset Purchase Agreement for the purchase of intellectual property relating to Safety Shot (see Note 8). The purchase price included the issuance of 5,000,000 Shares issued for exercise of warrants related to promissory notes In August 2023, the Company issued a total of 1,200,000 1,118,400 Shares issued for purchase of warrants related to the Pipe transaction In August and September 2023, the certain holders of warrants related to the PIPE transaction above, exercised a portion of their warrant holdings and the Company issued a total 2,379,084 2,217,374 The following table sets forth the issuances of the Company’s shares of common stock for the year and Nine months ended September 30, 2023 as follows: Schedule of Stock Holders Balance December 31, 2021 24,046,001 Public offering Shares issued for stock payable Shares issued for services 925,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance December 31, 2022 22,338,888 Public offering 4,315,787 Shares issued for stock payable 300,000 Shares issued for services 1,675,000 Stock issued for asset purchase 5,000,000 Stock issued for conversion of warrants related to Notes 1,200,000 Stock issued for conversion of warrants related to PIPE 2,379,084 Balance September 30, 2023 37,208,759 Common Stock Payable During the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component and during the year ended December 31, 2022, the Company entered into another consulting agreement which called for a cash component and a stock component. At December 31, 2022, the Company had accrued a total of $ 477,000 During the nine months ended September 30, 2023, the Company issued 300,000 192,000 326,730 113,500 725,230 |
Warrants and Options
Warrants and Options | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Warrants and Options | Note 13 – Warrants and Options Warrants Convertible Note Warrants 2,760,000 1.00 6.00 Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 5/5 5/28/21 $ 308,231 5 6.00 $ 3.78 3.99 283 280 % 0.0217 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 11/11/22 $ 937,207 5 $ 1.00 $ 1.28 211 % 0.0432 PIPE Warrants: On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”) with certain purchasers, for the issuance of 9,260,361 0.125 1.00 4,315,787 4,315,787 Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 01/23/23 $ 2,311,614 3 $ 1.00 $ 0.65 287 % 0.0388 01/23/23 $ 2,602,996 5 $ 1.00 $ 0.65 371 % 0.0361 During the nine months ended September 30, 2023, the Company entered into three Investor Relations Consulting Agreements under the terms of which the Company issued 400,000 1.00 1.40 364,960 Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 08/10 08/21/23 $ 364,960 5 $ 1.00 1.40 $ 0.87 1.18 151 % 0.0421 0465 The following tables summarize all warrants outstanding as of September 30, 2023 and December 31, 2022, and the related changes during the period. Exercise price is the weighted average for the respective warrants and end of period. Summary of Warrant Outstanding Number of Warrants Exercise Price Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes 1,460,000 .093 Warrants issued in connection with Convertible Notes 800,000 .093 Balance at December 31, 2022 15,958,126 $ 2.91 Warrants issued in Public Offering 9,260,554 .093 Warrants issued for services 400,000 1.23 Warrants exercised in connection with Convertible notes (1,200,000 ) 0.93 Warrants exercised in connection with PIPE (2,379,084 ) 0.93 Balance at September 30, 2023 22,039,596 $ 2.37 Warrants Exercisable at September 30, 2022 22,039,596 $ 2.37 Stock Options In 2022, the Company issued a total of 3,250,000 0.76 0.84 2,048,270 During the nine months ended September 30, 2022, the Company entered into an Investor Relations and other Consulting Agreement under the terms of which the Company issued 300,000 1.00 142,169 The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value Using Black Scholes Method Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 12/30/2022 3,250,000 5 $ 0.76 0.84 $ 0.77 166 % $ 2,048,270 During the nine months ended September 30, 2023, the Company entered into four employment and director agreements under the terms of which the Company issued 300,000 five options, with quarterly vesting, with an exercise price between $ 0.49 1.13 50,000 0.46 . The total fair value of the options $ 202,638 $39,444 The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 7//10 8/18/23 350,000 3 4 $ 0.46 1.13 $ 0.46 1.13 158 160 % $ 202,638 At September 30, 2023 the Company had 8,250,950 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 representing the present value of the future payments under the lease calculated using an 8 % discount rate (the current borrowing rate of the company). The ROU and lease liability are amortized over the five-year life of the lease. The unamortized balances at September 30, 2023 were ROU asset of $ 521,519 , current portion of the lease liability of $ 206,015 and non-current portion of lease liability of $ 358,920 . At December 31, 2022, the unamortized balances were ROU asset of $ 643,977 , the current portion of the lease liability was $ 164,170 and non-current portion of the lease liability was $ 519,659 . Additionally, the Company recognized accreted interest expense of $ 26,120 60,626 160,470 231,790 Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleged that Mr. Koch and the other defendants were attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserted that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $ 5,000,000 5,000,000 10 In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Subsequent to September 30, 2023, the Company issued 2,609,024 In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Debt Extinguishment and Modification | Debt Extinguishment and Modification Any changes or modification to debt instruments must be examined to determine if the modification has any significant effect. If the changes or modifications are material, the change or modification must be accounted for as an extinguishment. If determined to be an extinguishment, the change or modification to the original debt is derecognized and a new debt is recognized. Any difference in the fair value is recognized as a gain or loss on extinguishment. |
Deconsolidation | Deconsolidation The Company will use Deconsolidation Accounting upon the loss of control of a subsidiary determined to be less than 50 20 50 |
Discontinued Operations | Discontinued Operations The Company adopted the FASB Accounting Standards Update No. 2014-08 Discontinued Operations requiring entities to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position. Effective August 14, 2023, the Company sold SRM Entertainment Ltd, (“SRM”) a wholly owned subsidiary. Financial statements preceding the effective date of the sale have been reclassified to reflect the respective SRM assets and liabilities as being held for sale and the operations of SRM are reflected a discontinued operation. |
Equity Method for Investments | Equity Method for Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate, are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in investment in joint ventures in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in loss from equity method joint venture in the accompanying consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. |
Asset Purchases | Asset Purchases The Company accounts for an acquisitive transaction determined to be an asset purchase based on the cost accumulation and allocation method, under which the costs to purchase the asset or set of assets are allocated to the assets acquired. No goodwill is recorded in connection with an asset purchase. |
Investments in Marketable Securities | Investments in Marketable Securities The Company’s Marketable Securities are considered Held-For-Trading (“HFT”) or Trading Assets. HTF- Trading securities are valued at their fair value when purchased/sold, and any unrealized gains or losses are recorded periodically on financial reporting dates as other income or loss. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no |
Inventory | Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write- offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. During the Nine months ended September 30, 2023, the Company had expired inventory write-downs of $ 23,794 152,432 23,623 123,094 5,715 |
Investments Held-to-Maturity | Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to- maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. |
Assets and liabilities Held for Sale | Assets and liabilities Held for Sale On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with SRM Entertainment, Inc. (“SRM”) to govern the separation of SRM from the Company. On May 26, 2023, we amended and restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding the distribution and the separation of SRM the Company. The separation as set forth in the Amended and Restated Exchange Agreement with Jupiter closed August 14, 2023. Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, SRM issued to the Company 6,500,000 79.3 2 1,250,000 5.00 2,000,000 6.5 4.5 9,450,000 The Company has reclassified all of the assets and liabilities of SRM held prior to the to the Share Exchange as assets and liabilities held for sale. At September 30, 2023, the Company had no assets or liabilities held for sale. At December 31, 2022, the Company had current assets held for sale totaling $ 611,316 1,242,803 593,192 The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets: Schedule of Assets and Liabilities of Discontinued Operations September 30, December 31, 2023 2022 Cash $ - $ 453,516 Inventory - 290,200 Account receivable - 621,090 Prepaid expenses and deposits - 697,725 Investment in Affiliate - 7,699 Loan to SRM - (1,458,914 ) Total current asset held for sale - 611,316 Intangible assets - 291,533 Goodwill - 941,937 FF&E - 9,333 Assets held for sale - 1,242,803 Total assets $ - $ 1,854,119 Accounts Payable $ - $ 532,899 Accrued liabilities - 114,156 Total current Liabilities $ - $ 647,055 The following table presents the components of discontinued operations reported in the consolidated statements of operations: 2023 2022 2023 2022 Three months ended Nine months ended 2023 2022 2023 2022 Sales $ 472,319 $ 1,517,546 $ 3,901,162 $ 5,165,719 Cost of Sales 379,374 1,115,376 3,064,376 4,161,505 Gross profit 92,945 402,170 836,786 1,004,214 Operating expense 91,951 219,291 636,937 567,067 Other (income) expense 461,690 - 461,377 - Total expenses 553,641 219,291 1,098,314 567,067 Net income (loss) from discontinued operations $ (460,696 ) $ 182,879 $ (261,528 ) $ 437,147 |
Trading Securities | Trading Securities Securities that the Company intends to sell are classified as trading securities. Trading securities are carried at fair value with gains and losses recognized in current period earnings. |
Net Loss per Common Share | Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) $ (7,738,301 ) $ (2,332,426 ) $ (9,406,066 ) $ (6,692,957 ) Denominator: Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period 29,836,485 21,530,012 27,370,658 22,191,644 Denominator for diluted earnings per share 29,836,485 21,530,012 27,370,658 22,191,644 Basic (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) Diluted (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customers”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. |
Accounts Receivable and Credit Risk | Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the Nine months ended September 30, 2023 and year ended December 31, 2022, the Company recognized no |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted an evaluation of our goodwill as of December 31, 2022 and there was no no Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The Company’s evaluation of its long-lived assets resulted in an impairment expense of $ 1,450,000 no |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine months September 30, 2023 and the year ended December 31, 2022 were not material. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 98,091 128,241 |
Stock Based Compensation | Stock Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation – Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant- date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation – Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 7,110,329 7,110,329 |
Related parties | Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Reclassifications | Reclassifications Certain current and prior period balances have been adjusted to reflect current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities of Discontinued Operations | The following table presents the major classes of assets and liabilities of discontinued operations reported in the consolidated balance sheets: Schedule of Assets and Liabilities of Discontinued Operations September 30, December 31, 2023 2022 Cash $ - $ 453,516 Inventory - 290,200 Account receivable - 621,090 Prepaid expenses and deposits - 697,725 Investment in Affiliate - 7,699 Loan to SRM - (1,458,914 ) Total current asset held for sale - 611,316 Intangible assets - 291,533 Goodwill - 941,937 FF&E - 9,333 Assets held for sale - 1,242,803 Total assets $ - $ 1,854,119 Accounts Payable $ - $ 532,899 Accrued liabilities - 114,156 Total current Liabilities $ - $ 647,055 The following table presents the components of discontinued operations reported in the consolidated statements of operations: 2023 2022 2023 2022 Three months ended Nine months ended 2023 2022 2023 2022 Sales $ 472,319 $ 1,517,546 $ 3,901,162 $ 5,165,719 Cost of Sales 379,374 1,115,376 3,064,376 4,161,505 Gross profit 92,945 402,170 836,786 1,004,214 Operating expense 91,951 219,291 636,937 567,067 Other (income) expense 461,690 - 461,377 - Total expenses 553,641 219,291 1,098,314 567,067 Net income (loss) from discontinued operations $ (460,696 ) $ 182,879 $ (261,528 ) $ 437,147 |
Schedule of Net Loss per Common Share | Schedule of Net Loss per Common Share 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) $ (7,738,301 ) $ (2,332,426 ) $ (9,406,066 ) $ (6,692,957 ) Denominator: Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period 29,836,485 21,530,012 27,370,658 22,191,644 Denominator for diluted earnings per share 29,836,485 21,530,012 27,370,658 22,191,644 Basic (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) Diluted (loss) per share $ (0.26 ) $ (0.10 ) $ (0.34 ) $ (0.30 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchase Price to Intangible Assets | In connection with the acquisition of SRM Entertainment, Limited (“SRM Ltd), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 |
Schedule of Deconsolidation and Equity | Summary of deconsolidation loss: Schedule of Deconsolidation and Equity Goodwill and Intangibles $ 1,042,151 Net assets of SRM Ltd at deconsolidation 189,866 Equity of SRM Ltd 698,557 Effect of deconsolidation 1,930,574 Fair value of Consideration (1,521,025 ) Loss on deconsolidation $ (409,549 ) |
Summary of Asset Value | Summary of Changes to Equity Method Investment Summary of Asset Value Fair value of Consideration $ 1,521,025 Equity in SRM losses (726,884 ) Balance $ 794,141 |
Summary of Transaction and Carrying Value | Summary of transaction and carrying value: Summary of Transaction and Carrying Value Purchase price: Allocation of Purchase price: Cash $ 200,000 Patents $ 2,668,500 Fair value of stock issued 2,468,500 Amortization ( 55,593 ) Balance $ 2,668,500 Balance $ 2,612,907 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Convertible promissory Notes | The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and three months ended September 30, 2023: Schedule of Convertible promissory Notes Principal Balance, December 31, 2021 $ - The Notes 2,000,000 Principal Balance, September 30, 2023 and December 31, 2022 $ 2,000,000 |
Capital Structure (Tables)
Capital Structure (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Stock Holders | The following table sets forth the issuances of the Company’s shares of common stock for the year and Nine months ended September 30, 2023 as follows: Schedule of Stock Holders Balance December 31, 2021 24,046,001 Public offering Shares issued for stock payable Shares issued for services 925,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance December 31, 2022 22,338,888 Public offering 4,315,787 Shares issued for stock payable 300,000 Shares issued for services 1,675,000 Stock issued for asset purchase 5,000,000 Stock issued for conversion of warrants related to Notes 1,200,000 Stock issued for conversion of warrants related to PIPE 2,379,084 Balance September 30, 2023 37,208,759 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Warrant Outstanding | Summary of Warrant Outstanding Number of Warrants Exercise Price Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes 1,460,000 .093 Warrants issued in connection with Convertible Notes 800,000 .093 Balance at December 31, 2022 15,958,126 $ 2.91 Warrants issued in Public Offering 9,260,554 .093 Warrants issued for services 400,000 1.23 Warrants exercised in connection with Convertible notes (1,200,000 ) 0.93 Warrants exercised in connection with PIPE (2,379,084 ) 0.93 Balance at September 30, 2023 22,039,596 $ 2.37 Warrants Exercisable at September 30, 2022 22,039,596 $ 2.37 |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value Using Black Scholes Method | The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value Using Black Scholes Method Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 12/30/2022 3,250,000 5 $ 0.76 0.84 $ 0.77 166 % $ 2,048,270 The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Reporting Date Number of Options Term (Years) Exercise Price Grant Date Market Price on Volatility Percentage Fair Value 7//10 8/18/23 350,000 3 4 $ 0.46 1.13 $ 0.46 1.13 158 160 % $ 202,638 |
Convertible Note Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value Using Black Scholes Method | Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 5/5 5/28/21 $ 308,231 5 6.00 $ 3.78 3.99 283 280 % 0.0217 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 11/11/22 $ 937,207 5 $ 1.00 $ 1.28 211 % 0.0432 |
PIPE Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value Using Black Scholes Method | Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 01/23/23 $ 2,311,614 3 $ 1.00 $ 0.65 287 % 0.0388 01/23/23 $ 2,602,996 5 $ 1.00 $ 0.65 371 % 0.0361 |
Common Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value Using Black Scholes Method | Schedule of Fair Value Using Black Scholes Method Reporting Date Relative Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 08/10 08/21/23 $ 364,960 5 $ 1.00 1.40 $ 0.87 1.18 151 % 0.0421 0465 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Annual Lease Payments | The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Accumulated deficits | $ 60,003,740 | $ 50,597,674 | ||
Cash flow used in operations | 5,182,463 | $ 5,029,182 | ||
Cash flow used in operations | 6,448,078 | $ 6,523,441 | ||
Cash | 4,387,797 | 1,477,552 | ||
Working capital | $ 3,902,697 | $ 2,245,979 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||||
Cash | $ 453,516 | ||||
Inventory | 290,200 | ||||
Account receivable | 621,090 | ||||
Prepaid expenses and deposits | 697,725 | ||||
Investment in Affiliate | 7,699 | ||||
Loan to SRM | (1,458,914) | ||||
Total current asset held for sale | 611,316 | ||||
Intangible assets | 291,533 | ||||
Goodwill | 941,937 | ||||
FF&E | 9,333 | ||||
Assets held for sale | 1,242,803 | ||||
Total assets | 1,854,119 | ||||
Accounts Payable | 532,899 | ||||
Accrued liabilities | 114,156 | ||||
Total current Liabilities | $ 647,055 | ||||
Sales | 472,319 | $ 1,517,546 | 3,901,162 | $ 5,165,719 | |
Cost of Sales | 379,374 | 1,115,376 | 3,064,376 | 4,161,505 | |
Gross profit | 92,945 | 402,170 | 836,786 | 1,004,214 | |
Operating expense | 91,951 | 219,291 | 636,937 | 567,067 | |
Other (income) expense | 461,690 | 461,377 | |||
Total expenses | 553,641 | 219,291 | 1,098,314 | 567,067 | |
Net income (loss) from discontinued operations | $ (460,696) | $ 182,879 | $ (261,528) | $ 437,147 |
Schedule of Net Loss per Common
Schedule of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||||||
Net (loss) | $ (7,738,301) | $ (359,591) | $ (1,308,174) | $ (2,332,426) | $ (1,440,756) | $ (2,919,775) | $ (9,406,066) | $ (6,692,957) |
Denominator for basic earnings per share – Weighted- average common shares issued and outstanding during the period | 29,836,485 | 21,530,012 | 27,370,658 | 22,191,644 | ||||
Denominator for diluted earnings per share | 29,836,485 | 21,530,012 | 27,370,658 | 22,191,644 | ||||
Basic (loss) per share | $ (0.26) | $ (0.10) | $ (0.34) | $ (0.30) | ||||
Diluted (loss) per share | $ (0.26) | $ (0.10) | $ (0.34) | $ (0.30) |
Significant Accounting Polici_4
Significant Accounting Policies Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 14, 2023 | May 31, 2023 | May 31, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||
Cash equivalents | $ 0 | $ 0 | |||||
Inventory write-downs expired | $ 23,794 | ||||||
nventory write-off | 152,432 | ||||||
Raw materials | 23,623 | ||||||
Finished goods | 123,094 | ||||||
Packaging | 5,715 | ||||||
Issuance of stock, shares | 300,000 | ||||||
Issuance of stock, value | $ 3,450,675 | $ 192,000 | |||||
Current assets held for sale | 611,316 | ||||||
Long term assets held for sale | 1,242,803 | ||||||
Liabilities held for sale | 593,192 | ||||||
Allowance for doubtful collections | |||||||
Impairment of goodwill | 0 | ||||||
Goodwill | |||||||
Impairment of intangible assets | 0 | 1,450,000 | |||||
Research and development expense | $ 98,091 | $ 128,241 | |||||
Operating loss carry forwards | 7,110,329 | ||||||
Operating loss carry forwards valuation allowance | $ 7,110,329 | ||||||
SRM Entertainment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issuance of stock, shares | 4,609,166 | ||||||
SRM Entertainment [Member] | Stock Exchange Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issuance of stock, shares | 9,450,000 | 6,500,000 | |||||
Outstanding shares of common stock, percentage | 79.30% | 79.30% | |||||
Exchange of stock, shares | 2 | ||||||
Issuance of stock, value | $ 4,500,000 | ||||||
SRM Entertainment [Member] | Stock Exchange Agreement [Member] | IPO [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Issuance of stock, shares | 2,000,000 | 6,500,000 | |||||
Sale of stock, shares | 1,250,000 | ||||||
Sale of stock, per share | $ 5 | ||||||
Subsidiary Issuer [Member] | Nonconsolidated Investees, Other [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Equity method ownership percentage | 50% | ||||||
Parent Company [Member] | Equity Method [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Equity method ownership percentage | 20% | ||||||
Parent Company [Member] | Equity Method [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Equity method ownership percentage | 50% |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 3,012 | $ 26,440 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Deposits | ||
Prepaid Expense, Current | $ 605,818 | $ 116,389 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 93,663 | $ 151,204 |
Marketable Securities, Invest_2
Marketable Securities, Investment in and Loans to Affiliates (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Aug. 14, 2023 | Jun. 27, 2023 | May 31, 2023 | Sep. 01, 2022 | Aug. 31, 2023 | May 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Schedule of Investments [Line Items] | ||||||||||||
Marketable Securities, Current | $ 2,281,074 | $ 2,281,074 | ||||||||||
Unrealized Gain (Loss) on Investments | $ (726,884) | $ (726,884) | ||||||||||
Issuance of stock, shares | 300,000 | |||||||||||
Issuance of stock, value | $ 3,450,675 | $ 192,000 | ||||||||||
Affiliated Entity [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Loan to affiliate | $ 0 | 0 | 9,073 | |||||||||
Chijet [Member] | Restricted Stock [Member] | Chief Executive Officer [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Restricted shares issuable in lieu of bonuses | 267,500 | |||||||||||
Chijet [Member] | Accounts Payable [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Contingent liability | $ 233,377 | |||||||||||
SRM Entertainment [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Issuance of stock, shares | 4,609,166 | |||||||||||
Non-interest bearing loan receivable balance | $ 1,482,673 | $ 1,482,673 | ||||||||||
Accrued interest expense | $ 55,847 | |||||||||||
Total balance paid from proceeds of IPO | 1,538,520 | |||||||||||
SRM Entertainment [Member] | Notes Receivable [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Conversion percentage | 6% | |||||||||||
SRM Entertainment [Member] | IPO [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Total balance paid from proceeds of IPO | $ 55,847 | |||||||||||
SRM Entertainment [Member] | Stock Exchange Agreement [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Issuance of stock, shares | 9,450,000 | 6,500,000 | ||||||||||
Outstanding shares of common stock, percentage | 79.30% | 79.30% | ||||||||||
Exchange of stock, shares | 2 | |||||||||||
Issuance of stock, value | $ 4,500,000 | |||||||||||
SRM Entertainment [Member] | Stock Exchange Agreement [Member] | IPO [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Sale of stock, shares | 1,250,000 | |||||||||||
Issuance of stock, shares | 2,000,000 | 6,500,000 | ||||||||||
Sale of stock, per share | $ 5 | |||||||||||
Common Stock [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Share purchased | 10,000 | (2,825,617) | ||||||||||
Share purchased, value | $ 14,332 | |||||||||||
Issuance of stock, shares | 4,315,787 | 4,315,787 | ||||||||||
Exchange of stock, shares | 1,200,000 | |||||||||||
Issuance of stock, value | $ 4,316 | |||||||||||
Chijet [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Sale of stock, shares | 256,637 | |||||||||||
Realized gain on sale of shares | $ 216,664 | |||||||||||
Marketable Securities, Current | $ 2,281,074 | 2,281,074 | ||||||||||
Unrealized Gain (Loss) on Investments | $ 356,359 | |||||||||||
Chijet [Member] | Restricted Common Stock [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Restricted common stock issued conversion | 1,662,434 | |||||||||||
[custom:StockConsideredAsTradingSecurities-0] | 1,292,297 | 1,292,297 | ||||||||||
Chijet [Member] | Common Stock [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Restricted common stock issued conversion | 96,000 | |||||||||||
Share purchased | 48,000 | |||||||||||
Share purchased, value | $ 508,800 | |||||||||||
Jupiter Wellness Sponsor LLC [Member] | ||||||||||||
Schedule of Investments [Line Items] | ||||||||||||
Investment | $ 2,908,300 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 1 Months Ended | |||
Jan. 07, 2022 | Dec. 08, 2021 | Feb. 28, 2022 | Jan. 06, 2022 | |
Secured Promissory Note [Member] | Stock Pruchase Agreement [Member] | Next Frontier Pharmaceuticals Inc [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 10,000,000 | $ 5,000,000 | ||
Debt Instrument, Term | 6 months | |||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||
Debt Instrument, Sinking Fund Payment | $ 1,000,000 | |||
2021 Earnings [Member] | ||||
Short-Term Debt [Line Items] | ||||
Impairment charges | $ 10,000,000 | |||
2022 Earnings [Member] | ||||
Short-Term Debt [Line Items] | ||||
Impairment charges | $ 1,000,000 |
Schedule of Purchase Price to I
Schedule of Purchase Price to Intangible Assets (Details) - SRM Entertainment [Member] | Sep. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 1,379,237 |
Goodwill [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total | 941,937 |
Distribution Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 437,300 |
Schedule of Deconsolidation and
Schedule of Deconsolidation and Equity (Details) | Aug. 14, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | $ 1,042,151 |
Net assets at deconsolidation | 189,866 |
Equity of SRM Ltd | 698,557 |
Effect of deconsolidation | 1,930,574 |
Fair value of consideration | (1,521,025) |
Net Loss | $ (409,549) |
Summary of Asset Value (Details
Summary of Asset Value (Details) - USD ($) | 9 Months Ended | ||
Aug. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Fair value of consideration | $ 1,521,025 | ||
Equity in SRM losses | (726,884) | $ (726,884) | |
Balance | $ 794,141 |
Summary of Transaction and Carr
Summary of Transaction and Carrying Value (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 31, 2023 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Payments to Acquire Intangible Assets | $ 200,000 | |
Stock Issued During Period, Value, Purchase of Assets | 2,468,500 | $ 2,468,500 |
Amortization | 55,593 | |
Balance | ||
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance | 2,668,500 | |
Amortization | 55,593 | |
Balance | $ 2,612,907 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 14, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Common stock new Issues | 300,000 | |||||||
Deconsolidation loss | $ (409,549) | |||||||
Gain loss on investments | $ 726,884 | $ 726,884 | ||||||
Payments to Acquire Intangible Assets | $ 200,000 | |||||||
Stock Issued During Period, Shares, Purchase of Assets | 5,000,000 | |||||||
Impairment of intangible assets | $ 1,000,000 | |||||||
Clinical research agreement, cost | $ 0 | |||||||
Stock Issued During Period, Value, Purchase of Assets | $ 2,468,500 | 2,468,500 | ||||||
Amortization expense | $ 55,593 | |||||||
Clinical Reserach Agreement [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment of intangible assets | 1,075,000 | |||||||
Two Licensing Agreement [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Finite-Lived Intangible Assets Acquired | $ 675,000 | |||||||
Payments to Acquire Intangible Assets | $ 150,000 | |||||||
Stock Issued During Period, Shares, Purchase of Assets | 525,000 | |||||||
Clinical research amount paid | 1,500,000 | |||||||
Amount for clinical research agreement | 3,000,000 | |||||||
Two Licensing Agreement [Member] | 2021 Earnings [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment of intangible assets | $ 300,000 | |||||||
Two Licensing Agreement [Member] | 2022 Earnings [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Impairment of intangible assets | 375,000 | |||||||
SRM Entertainment [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Common stock new Issues | 4,609,166 | |||||||
Dividend shares | $ 1,521,025 | |||||||
Deconsolidation loss | $ 409,549 | |||||||
Intangible Assets, Current | $ 1,379,237 | $ 1,379,237 | ||||||
SRM Entertainment Limited [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Ownership percentage | 52% | 48% | 48% | |||||
Distribution Agreements [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Estimated life | 6 years | 6 years | ||||||
Distribution Agreements [Member] | SRM Entertainment [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible Assets, Current | $ 437,300 | $ 437,300 | ||||||
Intellectual Property [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible Assets, Current | $ 0 |
Accrued Interest and Other Ac_2
Accrued Interest and Other Accrued Liabilities (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued interest on convertible notes | $ 229,261 | $ 110,905 |
Accrued liabilities | $ 89,245 | $ 41,326 |
Schedule of Convertible promiss
Schedule of Convertible promissory Notes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Convertible promissory notes, Beginning balance | |
Notes | 2,000,000 |
Convertible promissory notes, Ending balance | $ 2,000,000 |
Convertible Notes Payable _ R_3
Convertible Notes Payable – Related Parties (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 20, 2022 | Aug. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||
Value of shares | $ 277,500 | |||||
Warrants, exercise price | $ 2.79 | |||||
Loss on extinguishment | $ 1,120,333 | |||||
Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Number of shares issued | 1,200,000 | |||||
Value of shares | $ 1,118,400 | |||||
Fair value of warrants | 196,730 | |||||
2022 Convertible Notes One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 1,500,000 | |||||
Debt conversion converted warrants | 1,100,000 | |||||
2022 Convertible Notes Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable | $ 500,000 | |||||
Debt conversion converted warrants | 360,000 | |||||
2022 Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable, maturity date | Oct. 20, 2022 | |||||
Notes payable, extended maturity date | Jan. 31, 2024 | |||||
Number of shares issued | 250,000 | 250,000 | ||||
Value of shares | $ 277,500 | $ 277,500 | ||||
Original issuance discount | 5% | |||||
Legal fees | $ 10,000 | |||||
Original issuance discount | 8% | |||||
Debt instrument, conversion price | $ 2.79 | |||||
Warrants term | 5 years | |||||
Warrants, exercise price | $ 2.79 | |||||
Fair value of shares and warrants issued | $ 984,477 | |||||
Interest expense | $ 118,359 | 1,286,368 | ||||
Amortization of origination shares and warrants discounts | $ 1,104,477 | |||||
Amended Note [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, conversion price | $ 0.93 | |||||
Warrants, exercise price | $ 0.93 | |||||
Fair value of conversion features | $ 923,603 | |||||
Amended Note [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants, exercise price | $ 6 | |||||
Outstanding warrants | 500,000 | |||||
Amended Note [Member] | Warrant One [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants, exercise price | $ 2.79 | |||||
Outstanding warrants | 1,460,000 | |||||
Amended Note [Member] | Warrant Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants, exercise price | $ 1 | |||||
Outstanding warrants | 800,000 |
Covid-19 SBA Loans (Details Nar
Covid-19 SBA Loans (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Loans outstanding | $ 49,166 | $ 47,533 | ||
Economic Injury Disaster Loan Program [Member] | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Proceeds from loans | $ 55,700 | |||
Loan term | 30 years | |||
Outstanding shares of common stock, percentage | 3.75% | |||
Loans outstanding | $ 49,166 | $ 47,533 |
Schedule of Stock Holders (Deta
Schedule of Stock Holders (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Aug. 31, 2023 | May 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued in Public Offering, shares | 300,000 | |||||||||
Stock issued for asset purchase | 5,000,000 | |||||||||
Stock issued for conversion of warrants related to PIPE | 2,379,084 | 2,379,084 | ||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Balance, shares | 27,154,675 | 22,338,888 | 21,705,647 | 22,150,053 | 24,046,001 | 22,338,888 | 24,046,001 | |||
Shares issued in Public Offering, shares | 4,315,787 | 4,315,787 | ||||||||
Shares issued for stock payable | 300,000 | |||||||||
Shares issued for services | 1,175,000 | 150,000 | 100,000 | 1,675,000 | 925,000 | |||||
Loan origination shares for promissory note | 250,000 | 250,000 | ||||||||
Shares repurchased from the market | 10,000 | (2,825,617) | ||||||||
Management shares cancelled | (56,496) | |||||||||
Stock issued for asset purchase | 5,000,000 | 5,000,000 | ||||||||
Stock issued for conversion of warrants related to Notes | 1,200,000 | |||||||||
Stock issued for conversion of warrants related to PIPE | 2,379,084 | |||||||||
Balance, shares | 37,208,759 | 37,208,759 | 26,654,675 | 21,663,888 | 21,705,647 | 22,150,053 | 37,208,759 | 22,338,888 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 23, 2023 | Jul. 26, 2022 | Apr. 20, 2022 | Sep. 30, 2023 | Aug. 31, 2023 | Jul. 31, 2023 | May 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Preferred Stock, Shares Authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common Stock, Shares, Outstanding | 37,208,759 | 37,208,759 | 37,208,759 | 22,338,888 | |||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | 0 | |||||||||||
Shares issued upon conversion of warrants and debt, value | $ 277,500 | ||||||||||||||
Capital structure, description | the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. | ||||||||||||||
Issuance of stock, shares | 300,000 | ||||||||||||||
Warrant price per share | $ 2.79 | $ 2.79 | $ 2.79 | ||||||||||||
Shares issued for purchase of warrants related to the Pipe transaction | 2,379,084 | 2,379,084 | |||||||||||||
Shares issued for purchase of warrants related to the Pipe transaction, value | $ 2,217,374 | ||||||||||||||
Balance | 725,230 | $ 725,230 | $ 725,230 | $ 477,000 | |||||||||||
Issuance of stock, value | $ 3,450,675 | 192,000 | |||||||||||||
[custom:FairValueOfSharesIssuedForInducement] | $ 326,730 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of shares granted for services | 1,775,000 | 925,000 | |||||||||||||
Employee benefits share based compensation | $ 1,054,125 | ||||||||||||||
Stock-based compensation | $ 791,425 | ||||||||||||||
Stock unissued | 100,000 | ||||||||||||||
Balance | $ 477,000 | $ 477,000 | 477,000 | $ 477,000 | |||||||||||
RD Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||
Issuance of stock, shares | 4,315,787 | ||||||||||||||
Gross proceeds from offering | $ 4,100,000 | ||||||||||||||
Warrant price per share | $ 0.95 | ||||||||||||||
Net proceeds issuance of public offering | $ 3,450,675 | ||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Number of restricted common shares issued | 5,000,000 | ||||||||||||||
Two Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
[custom:FairValueOfSharesIssuedForInducement] | 326,730 | ||||||||||||||
Three Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
[custom:FairValueOfSharesIssuedForInducement] | $ 113,500 | ||||||||||||||
2022 Convertible Notes [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued in connection with convertible promissory note, shares | 250,000 | 250,000 | |||||||||||||
Convertible promissory notes, face value | $ 2,000,000 | ||||||||||||||
Shares issued upon conversion of warrants and debt, value | $ 277,500 | $ 277,500 | |||||||||||||
Warrant price per share | $ 2.79 | ||||||||||||||
Treasury Stock, Common [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Treasury shares purchased, shares | 2,825,617 | ||||||||||||||
Treasury shares purchased, values | $ 2,880,045 | ||||||||||||||
Shares issued upon conversion of warrants and debt, value | |||||||||||||||
Issuance of stock, value | |||||||||||||||
Common Stock Payable [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued upon conversion of warrants and debt, value | |||||||||||||||
Shares issued for stock payable | 300,000 | ||||||||||||||
Issuance of stock, value | |||||||||||||||
Common Stock Payable [Member] | Consulting Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Common stock to be issued for services | 300,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Treasury shares purchased, shares | 10,000 | (2,825,617) | |||||||||||||
Treasury shares purchased, values | $ 14,332 | ||||||||||||||
Shares issued in connection with convertible promissory note, shares | 250,000 | 250,000 | |||||||||||||
Shares issued upon conversion of warrants and debt, value | $ 250 | ||||||||||||||
Number of shares granted for services | 1,175,000 | 150,000 | 100,000 | 1,675,000 | 925,000 | ||||||||||
Issuance of stock, shares | 4,315,787 | 4,315,787 | |||||||||||||
Shares issued for stock payable | 300,000 | ||||||||||||||
Shares issued for purchase of warrants related to the Pipe transaction | 2,379,084 | ||||||||||||||
Issuance of stock, value | $ 4,316 | ||||||||||||||
Common Stock [Member] | RD Agreement [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued price per share | $ 0.70 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||
Shares issued in connection with convertible promissory note, shares | 1,200,000 | ||||||||||||||
Shares issued upon conversion of warrants and debt, value | $ 1,118,400 |
Schedule of Fair Value Using Bl
Schedule of Fair Value Using Black Scholes Method (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jan. 19, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Exercise Price | $ 1 | ||
Number of Option | 300,000 | ||
Warrants, Fair Value | $ 142,169 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Option | 8,250,950 | 8,250,950 | |
Investor Relationship Consulting Agreements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Relative Fair Value | $ 39,444 | ||
Warrants, Fair Value | $ 202,638 | ||
Scenario One [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Term Years | 2 years | ||
Warrants, Exercise Price | $ 1 | ||
Warrants, Market Price on Grant Date | $ 0.80 | ||
Warrants, Volatility Percentage | 126% | ||
Warrants, Reporting Date | Jan. 01, 2022 | ||
Number of Option | 300,000 | ||
Warrants, Fair Value | $ 142,169 | ||
Scenario Two [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Term Years | 5 years | ||
Warrants, Market Price on Grant Date | $ 0.77 | ||
Warrants, Volatility Percentage | 166% | ||
Warrants, Reporting Date | Dec. 30, 2022 | ||
Number of Option | 3,250,000 | ||
Warrants, Fair Value | $ 2,048,270 | ||
Scenario Two [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Exercise Price | 0.76 | ||
Scenario Two [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Exercise Price | $ 0.84 | ||
Scenario Three [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Option | 350,000 | ||
Warrants, Fair Value | $ 202,638 | ||
Scenario Three [Member] | Minimum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Term Years | 3 years | ||
Warrants, Exercise Price | $ 0.46 | ||
Warrants, Market Price on Grant Date | $ 0.46 | ||
Warrants, Volatility Percentage | 158% | ||
Warrants, Reporting Date | Jul. 10, 2023 | ||
Scenario Three [Member] | Maximum [Member] | Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Term Years | 4 years | ||
Warrants, Exercise Price | $ 1.13 | ||
Warrants, Market Price on Grant Date | $ 1.13 | ||
Warrants, Volatility Percentage | 160% | ||
Warrants, Reporting Date | Aug. 18, 2023 | ||
Convertible Note Warrants [Member] | Scenario One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Relative Fair Value | $ 308,231 | ||
Warrants, Term Years | 5 years | ||
Warrants, Exercise Price | $ 6 | ||
Warrants, Risk-Free Rate | 0.0217% | ||
Convertible Note Warrants [Member] | Scenario One [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | May 05, 2021 | ||
Warrants, Market Price on Grant Date | $ 3.78 | ||
Warrants, Volatility Percentage | 283% | ||
Convertible Note Warrants [Member] | Scenario One [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | May 28, 2021 | ||
Warrants, Market Price on Grant Date | $ 3.99 | ||
Warrants, Volatility Percentage | 280% | ||
Convertible Note Warrants [Member] | Scenario Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | Apr. 20, 2022 | ||
Warrants, Relative Fair Value | $ 706,977 | ||
Warrants, Term Years | 5 years | ||
Warrants, Exercise Price | $ 2.79 | ||
Warrants, Market Price on Grant Date | $ 1.11 | ||
Warrants, Volatility Percentage | 281% | ||
Warrants, Risk-Free Rate | 0.0287% | ||
Convertible Note Warrants [Member] | Scenario Three [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | Nov. 11, 2022 | ||
Warrants, Relative Fair Value | $ 937,207 | ||
Warrants, Term Years | 5 years | ||
Warrants, Exercise Price | $ 1 | ||
Warrants, Market Price on Grant Date | $ 1.28 | ||
Warrants, Volatility Percentage | 211% | ||
Warrants, Risk-Free Rate | 0.0432% | ||
PIPE Warrants [Member] | Scenario One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | Jan. 23, 2023 | ||
Warrants, Relative Fair Value | $ 2,311,614 | ||
Warrants, Term Years | 3 years | ||
Warrants, Exercise Price | $ 1 | ||
Warrants, Market Price on Grant Date | $ 0.65 | ||
Warrants, Volatility Percentage | 287% | ||
Warrants, Risk-Free Rate | 0.0388% | ||
PIPE Warrants [Member] | Scenario Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Reporting Date | Jan. 23, 2023 | ||
Warrants, Relative Fair Value | $ 2,602,996 | ||
Warrants, Term Years | 5 years | ||
Warrants, Exercise Price | $ 1 | ||
Warrants, Market Price on Grant Date | $ 0.65 | ||
Warrants, Volatility Percentage | 371% | ||
Warrants, Risk-Free Rate | 0.0361% | ||
Common Warrants [Member] | Investor Relationship Consulting Agreements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Relative Fair Value | $ 364,960 | ||
Warrants, Term Years | 5 years | ||
Warrants, Volatility Percentage | 151% | ||
Common Warrants [Member] | Minimum [Member] | Investor Relationship Consulting Agreements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Exercise Price | $ 1 | ||
Warrants, Market Price on Grant Date | $ 0.87 | ||
Warrants, Risk-Free Rate | 0.0421% | ||
Reporting Date | 08/10 | ||
Common Warrants [Member] | Maximum [Member] | Investor Relationship Consulting Agreements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants, Exercise Price | $ 1.40 | ||
Warrants, Market Price on Grant Date | $ 1.18 | ||
Warrants, Risk-Free Rate | 465% | ||
Reporting Date | 08/21/23 |
Summary of Warrant Outstanding
Summary of Warrant Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Beginning balance | 15,958,126 | 13,698,125 |
Exercise Price, Beginning balance | $ 2.91 | $ 3.24 |
Number of Warrants, Ending balance | 22,039,596 | 15,958,126 |
Exercise Price, Ending balance | $ 2.37 | $ 2.91 |
Number of Warrants, Exercisable | 22,039,596 | |
Exercise Price, Exercisable | $ 2.37 | |
Services [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, issued | 400,000 | |
Exercise Price, Warrants Issued | $ 1.23 | |
IPO [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, issued | 9,260,554 | |
Exercise Price, Warrants Issued | $ 0.093 | |
PIPE Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
NUmber of Warrants, exercised | (2,379,084) | |
Exercise Price, Warrants exercised | $ 0.93 | |
Convertible Note Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, issued | 1,460,000 | |
Exercise Price, Warrants Issued | $ 0.093 | |
NUmber of Warrants, exercised | (1,200,000) | |
Exercise Price, Warrants exercised | $ 0.93 | |
Convertible Note Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants, issued | 800,000 | |
Exercise Price, Warrants Issued | $ 0.093 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 19, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | $ 2.79 | |||
Options outstanding | 300,000 | |||
Warrants, Exercise Price | $ 1 | |||
Fair value | $ 142,169 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options outstanding | 8,250,950 | 8,250,950 | ||
Officers Directors and Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option of granted | 3,250,000 | |||
Stock based expense | $ 2,048,270 | |||
PIPE Agreement [Member] | Common Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | $ 1 | |||
Issuance of common stock warrants | $ 9,260,361 | |||
Warrant price per share | $ 0.125 | |||
PIPE Agreement [Member] | One Common Warrant [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants exercisable | 4,315,787 | |||
PIPE Agreement [Member] | Two common warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants exercisable | 4,315,787 | |||
Investor Relationship Consulting Agreements [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrants, Expenses | $ 39,444 | |||
Stock option of granted | 300,000 | |||
Fair value | $ 202,638 | |||
Vesting exercise peried | 5 years | |||
Vesting exercise price | $ 0.46 | |||
Investor Relationship Consulting Agreements [Member] | Common Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Issuance of common stock warrants | $ 400,000 | |||
Warrants, Expenses | $ 364,960 | |||
Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting exercise price | $ 0.49 | |||
Minimum [Member] | Officers Directors and Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average exercise price | $ 0.76 | |||
Minimum [Member] | Investor Relationship Consulting Agreements [Member] | Common Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | 1 | |||
Warrants, Exercise Price | 1 | |||
Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vesting exercise price | $ 1.13 | |||
Options | 50,000 | |||
Maximum [Member] | Officers Directors and Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average exercise price | $ 0.84 | |||
Maximum [Member] | Investor Relationship Consulting Agreements [Member] | Common Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | $ 1.40 | |||
Warrants, Exercise Price | $ 1.40 | |||
Convertible Note Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Issuance of warrants | 2,760,000 | 2,760,000 | ||
Convertible Note Warrants [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | $ 1 | $ 1 | ||
Convertible Note Warrants [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Warrant price per share | $ 6 | $ 6 |
Schedule of Minimum Annual Leas
Schedule of Minimum Annual Lease Payments (Details) | Sep. 30, 2023 USD ($) |
July 1 to June 30, 2022 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | $ 180,456 |
July 1 to June 30, 2027 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 240,662 |
July 1 to June 30, 2023 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 201,260 |
July 1 to June 30, 2028 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 247,882 |
July 1 to June 30, 2024 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 224,330 |
July 1 to June 30, 2029 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 255,319 |
July 1 to June 30, 2025 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | 229,312 |
July 1 to June 30, 2026 | |
Lessee, Lease, Description [Line Items] | |
Minimum annual lease payments | $ 233,653 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Aug. 06, 2020 | Aug. 06, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating lease, ROU asset | $ 521,519 | $ 643,977 | $ 870,406 | ||
Operating lease liability | $ 870,406 | ||||
Operating lease, discount rate | 8% | ||||
Operating lease liability, current | 206,015 | 164,170 | |||
Operating lease liability, non-current | 358,920 | 519,659 | |||
Accreted interest expense | 26,120 | 60,626 | |||
Rent expense | $ 160,470 | $ 231,790 | |||
Damages sought value | $ 5,000,000 | ||||
Damages paid value | 5,000,000 | ||||
Claiming damages | $ 10,000,000 | $ 10,000,000 | |||
Other commitments description | In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended |
Nov. 14, 2023 shares | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Conversion of warrants, shares | 2,609,024 |