Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41154 | ||
Entity Registrant Name | SIDUS SPACE, INC. | ||
Entity Central Index Key | 0001879726 | ||
Entity Tax Identification Number | 46-0628183 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 150 N. Sykes Creek Parkway | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Merritt Island | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32953 | ||
City Area Code | (321) | ||
Local Phone Number | 450-5633 | ||
Title of 12(b) Security | Class A Common stock, $0.0001 par value | ||
Trading Symbol | SIDU | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
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 Public Float | $ 10,732,413 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 4,081,344 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 100,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1,216,107 | $ 2,295,259 |
Inventory | 1,217,929 | 583,437 |
Prepaid and other current assets | 5,405,453 | 3,476,748 |
Total current assets | 9,202,310 | 7,449,868 |
Property and equipment, net | 9,570,214 | 2,554,992 |
Operating lease right-of-use assets | 115,573 | 249,937 |
Intangible asset | 398,135 | |
Other assets | 64,880 | 42,778 |
Total Assets | 19,351,112 | 10,297,575 |
Current liabilities | ||
Accounts payable and other current liabilities | 6,697,562 | 3,415,845 |
Accounts payable and accrued interest - related party | 677,039 | 566,636 |
Asset-based loan liability | 2,587,900 | 502,349 |
Notes payable | 2,017,286 | 1,599,150 |
Operating lease liability | 119,272 | 199,158 |
Total current liabilities | 12,219,356 | 6,359,052 |
Operating lease liability - non-current | 63,310 | |
Total Liabilities | 12,219,356 | 6,422,362 |
Commitments and contingencies | ||
Stockholders’ Equity’ | ||
Preferred stock value | ||
Common stock value | ||
Additional paid-in capital | 49,918,441 | 32,131,041 |
Accumulated deficit | (42,786,793) | (28,255,846) |
Total Stockholders’ Equity | 7,131,756 | 3,875,213 |
Total Liabilities and Stockholders’ Equity | 19,351,112 | 10,297,575 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity’ | ||
Preferred stock value | ||
Common Class A [Member] | ||
Stockholders’ Equity’ | ||
Common stock value | 98 | 8 |
Common Class B [Member] | ||
Stockholders’ Equity’ | ||
Common stock value | 10 | 10 |
Nonrelated Party [Member] | ||
Current assets | ||
Accounts receivable | 1,175,077 | 850,340 |
Contract asset | 77,124 | 60,932 |
Current liabilities | ||
Contract liability | 77,124 | 60,932 |
Related Party [Member] | ||
Current assets | ||
Accounts receivable | 67,447 | 168,170 |
Contract asset | 43,173 | 14,982 |
Current liabilities | ||
Contract liability | $ 43,173 | $ 14,982 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Jul. 03, 2023 | Jan. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 210,000,000 | 215,000,000 | 210,000,000 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 2,000 | 2,000 | ||
Preferred stock, shares issued | 372 | 0 | ||
Preferred stock, shares outstanding | 372 | 0 | ||
Common Class A [Member] | ||||
Common stock, shares authorized | 200,000,000 | 26,400 | 200,000,000 | |
Common stock, shares issued | 983,173 | 80,227 | ||
Common stock, shares outstanding | 983,173 | 80,227 | ||
Common Class B [Member] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 100,000 | 100,000 | ||
Common stock, shares outstanding | 100,000 | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 5,010,565 | $ 6,250,780 |
Revenue - related parties | 952,220 | 1,042,628 |
Total - revenue | 5,962,785 | 7,293,408 |
Cost of revenue | 4,321,482 | 5,855,275 |
Gross profit (loss) | 1,641,303 | 1,438,133 |
Operating expenses | ||
Selling, general and administrative expenses | 14,166,617 | 13,482,432 |
Total operating expenses | 14,166,617 | 13,482,432 |
Net loss from operations | (12,525,314) | (12,044,299) |
Other income (expense) | ||
Other income | 17,950 | |
Interest expense | (747,420) | (781,376) |
Asset-based loan expense | (155,716) | (14,293) |
Finance expense | (917,848) | |
Total other income (expense) | (1,803,034) | (795,669) |
Loss before income taxes | (14,328,348) | (12,839,968) |
Provision for income taxes | ||
Net loss | (14,328,348) | (12,839,968) |
Dividend on Series A preferred Stock | (202,599) | |
Net loss attributed to stockholders | $ (14,530,947) | $ (12,839,968) |
Loss per common share - Basic | $ (23.11) | $ (74.80) |
Loss per common share - Diluted | $ (23.11) | $ (74.80) |
Weighted average number of common shares outstanding - Basic | 619,986 | 171,658 |
Weighted average number of common shares outstanding - Diluted | 619,986 | 171,658 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Common Class A [Member] Common Stock [Member] | Common Class A [Member] | Common Class B [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 7 | $ 10 | $ 26,075,932 | $ (15,415,878) | $ 10,660,071 | ||
Beginning balance, shares at Dec. 31, 2021 | 65,748 | 100,000 | |||||
Class A common stock units issued | $ 1 | 3,221,354 | 3,221,355 | ||||
Beginning balance, shares | 11,487 | 14,487 | |||||
Class A common stock issued for service | 1,209,000 | 1,209,000 | |||||
Beginning balance, shares | 3,000 | ||||||
Debt forgiveness related party | 1,624,755 | 1,624,755 | |||||
Net loss | (12,839,968) | (12,839,968) | |||||
Balance at Dec. 31, 2022 | $ 8 | $ 10 | 32,131,041 | (28,255,846) | 3,875,213 | ||
Beginning balance, shares at Dec. 31, 2022 | 80,235 | 100,000 | |||||
Class A common stock units issued | $ 15 | 14,784,419 | 14,784,434 | ||||
Beginning balance, shares | 150,000 | ||||||
Net loss | (14,328,348) | (14,328,348) | |||||
Series A preferred stock units issued | 1,811,000 | 1,811,000 | |||||
Beginning balance, shares | 2,000 | ||||||
Class A common stock issued for conversion of Series A preferred stock and dividend | $ 18 | 166,465 | 166,483 | ||||
Beginning balance, shares | (1,628) | 176,791 | |||||
Class A common stock issued for exercise of warrants | $ 53 | 3,634 | 3,687 | ||||
Beginning balance, shares | 529,940 | ||||||
Warrants issued for finance expense | 917,848 | 917,848 | |||||
Vested Board Compensation | 54,350 | 54,350 | |||||
Stock option expense | 49,688 | 49,688 | |||||
Dividend on Series A preferred Stock | (202,599) | (202,599) | |||||
Common stock issue for reverse split adjustment | $ 4 | (4) | |||||
Beginning balance, shares | 46,207 | ||||||
Balance at Dec. 31, 2023 | $ 98 | $ 10 | $ 49,918,441 | $ (42,786,793) | $ 7,131,756 | ||
Beginning balance, shares at Dec. 31, 2023 | 372 | 983,173 | 100,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (14,328,348) | $ (12,839,968) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,021,886 | 1,209,000 |
Finance Expense | ||
Depreciation and amortization | 217,107 | 319,936 |
Bad debt | 17,871 | 22,500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (290,839) | (741,984) |
Accounts receivable - related party | 100,723 | 275,112 |
Inventory | (624,881) | (455,935) |
Contract asset | (16,192) | (60,932) |
Contract asset - related party | (28,191) | (14,982) |
Prepaid expenses and other assets | (1,950,807) | (1,911,941) |
Accounts payable and accrued liabilities | 3,986,275 | 2,049,484 |
Accounts payable and accrued liabilities - related party | 110,403 | 50,099 |
Contract liability | 16,192 | 60,932 |
Contract liability - related party | 28,191 | (48,429) |
Changes in operating lease assets and liabilities | (8,832) | (6,800) |
Net Cash used in Operating Activities | (11,749,442) | (12,093,908) |
Cash Flows From Investing Activities: | ||
Purchase of property and equipment | (7,208,200) | (2,099,858) |
Cash paid for asset acquisition | (483,644) | |
Net Cash used in Investing Activities | (7,691,844) | (2,099,858) |
Cash Flows From Financing Activities: | ||
Proceeds from issuance of common stock units | 14,788,121 | 3,221,355 |
Proceeds from issuance of Series A preferred stock units | 1,811,000 | |
Proceeds from asset-based loan agreement | 6,379,624 | 502,349 |
Repayment of asset-based loan agreement | (4,294,073) | |
Proceeds from notes payable | ||
Repayment of notes payable | (302,983) | |
Payment of lease liabilities | (148,019) | |
Repayment of notes payable - related party | (797,505) | |
Dividend paid | (19,555) | |
Net Cash provided by Financing Activities | 18,362,134 | 2,778,180 |
Net change in cash | (1,079,152) | (11,415,586) |
Cash, beginning of period | 2,295,259 | 13,710,845 |
Cash, end of period | 1,216,107 | 2,295,259 |
Supplemental cash flow information | ||
Cash paid for interest | 190,920 | 284,178 |
Cash paid for taxes | ||
Non-cash Investing and Financing transactions: | ||
Debt forgiveness | 1,624,755 | |
Class A common stock issued for conversion of Series A convertible preferred stock | 166,483 | |
Common stock issue for reverse split adjustment | ||
Modification of right-of-use asset and lease liability | 135,235 | |
Class A common stock issued for exercised cashless warrant |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Organization Sidus Space Inc. (“Sidus”, “we”, “us” or the “Company”), was formed as Craig Technologies Aerospace Solutions, LLC, in the state of Florida, on July 17, 2012. On April 16, 2021, the Company filed a Certificate of Conversion to register and incorporate with the state of Delaware and on August 13, 2021 changed the company name to Sidus Space, Inc. Description of Business Founded in 2012, we are a growing U.S. commercial space company with an established manufacturing business who has been trusted to provide mission-critical space hardware to many of the top aerospace businesses for over a decade. We plan to offer on-orbit services as the space economy expands; said services are either in a developmental phase or soon to achieve flight heritage. We have strategically decided to expand our business by moving up the satellite value chain by becoming a provider of responsive and scalable on-orbit infrastructure as well as collecting Space and Earth observational data to capture larger market needs. To address Commercial and Government customer needs and mission sets, we plan to organize into three core business lines: manufacturing services; space-infrastructure-as-a-service; and space-based data and insights. Our vertically integrated model is complementary across each line of business aiming to expand existing and unlock new potential revenue generating opportunities. Additionally, we look to further transition into a subscription-based model upon the digitization of our manufacturing process as we expand alongside our space-based focus. Reverse Stock Split On December 6, 2023, the Board approved a one-for-one hundred (1-for-100) reverse split |
Summary of Signification Accoun
Summary of Signification Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Signification Accounting Policies | Note 2. Summary of Signification Accounting Policies Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. For the full year ended December 31, 2022, the Company has reclassified operating expenses to selling, general and administrative expenses. Principles of Consolidation The consolidated financial statements include the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. All intercompany transactions and balances have been eliminated on consolidation. For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis. Use of Estimates The preparation of financial statements in conformity with 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. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations,, the fair value of and/or potential impairment of property and equipment; product life cycles; useful lives of our property and equipment; allowances for doubtful accounts; the market value of, and demand for, our inventory; fair value calculation of warrant; and the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 966,107 Accounts Receivable Accounts receivable are stated at the amount of consideration from customers of which the Company has an unconditional right to receive plus any accrued and unpaid interest. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company sells certain accounts receivable with recourse in order to accelerate the receipt of cash. Bad Debt and Allowance for Doubtful Accounts Historically the Company has been able to collect all past due amounts and has not written off past due invoices, therefore there is limited historical data on the company’s historical losses or expected losses at this time. In compliance with GAAP the Company has determined the following policy will be followed regarding outstanding customer invoices. An allowance for doubtful accounts has been established to reflect the anticipated uncollectible value of the related receivable account. Review procedures have been established to provide a realistic reserve based on past collection experience and anticipated losses on the receivables. The company will utilize the allowance method based on accounts receivable aging in order to accrue bad debt expense and the contra balance sheet account, allowance for doubtful accounts. The accounts receivable aging will be reviewed quarterly and necessary adjustments made to the allowance for doubtful accounts account balance. The Company will review their policy annually to determine if adjustments should be made based on more recent accounts receivable trends. During the years ended December 31, 2023 and 2022, the Company recorded bad debt of $ 17,871 22,500 Stock Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation.” The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statements of operations and comprehensive income based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. Share-based payments are valued using a Black-Scholes option pricing model. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The share price as of the grant date was determined by current market prices for our common stock. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Contract Assets and Contract Liabilities The amounts included within contract assets and contract liabilities are related to the company’s long-term construction contracts. Retainage for which the company has an unconditional right to payment that is only subject to the passage of time is classified as contracts receivable. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities on a net basis at the individual contract level. Contract assets represent revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts. Contract liabilities represent the company’s obligation to perform on uncompleted contracts with customers for which the company has received payment or for which contracts receivable are outstanding. Inventory Inventory consists of finished goods and work in progress and consists of estimated revenue calculated on a percentage of completion based on direct labor and materials in relation to the total contract value. The Company does not maintain raw materials. Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles and computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Construction in progress generally involves short-term capital projects and is not depreciated until the development has reached completion and the asset has been put into service. Depreciation expense is recognized over the assets’ estimated useful lives of three ten years Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2023 and 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Business Combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. Intangible Assets Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations are recognized and measured at fair value at the time of acquisition. The identifiable intangible asset recognized in the Company’s acquisitions is a customer list, which will be tested for impairment annually. Revenue Recognition The Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements. Revenue from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: Revenues from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Revenues from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met and payment received. This method is used because management considers that the payments are nonrefundable unless the entity fails to perform as promised. If the customer terminates the contract, the Company is entitled only to retain any progress payments received from the customer and the Company has no further rights to compensation from the customer. Even though the payments made by the customer are nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that would be necessary to compensate the Company for performance completed to date. Accordingly, the Company accounts for the progress under the contract as a performance obligation satisfied at a point in time. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Cost of revenue Costs are recognized when incurred. Cost of revenue consists of direct labor, subcontract, materials, depreciation on machinery and equipment, and other direct costs. Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” For the years ended December 31, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Diluted Net Loss Per Share 2023 Shares 2022 Shares Warrants 232,677 - Series A convertible preferred stock 283,512 - Total common stock equivalents 657,980 - Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations. Income Taxes The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2023 or December 31, 2022. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Note 3. Variable Interest Entity The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary, and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third-party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception (July 20, 2020), were included in the Company’s consolidated financial statements. Through a declaration of trust, 100 If facts and circumstances change such that the conclusion to consolidate the VIE has changed, the Company shall disclose the primary factors that caused the change and the effect on the Company’s financial statements in the periods when the change occurs. As of December 31, 2023 and 2022, Aurea’s assets and liabilities are as follows: Schedule of Variable Interest Entities Assets and Liabilities December 31, 2023 December 31, 2022 Assets Cash $ 52,492 $ 76,517 Prepaid and other current assets 13,164 11,394 Total Assets $ 65,656 $ 87,911 Liability Accounts payable and other current liabilities $ 74,219 $ 29,005 For the years ended December 31, 2023 and 2022, Aurea’s net loss was $ 157,467 136,344 |
Prepaid expense and Other curre
Prepaid expense and Other current assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense And Other Current Assets | |
Prepaid expense and Other current assets | Note 4. Prepaid expense and Other current assets As of December 31, 2023 and 2022, prepaid expense and other current assets are as follows: Schedule of Prepaid Expense and Other Current Assets December 31, 2023 December 31, 2022 Prepaid insurance $ 699,310 $ 994,450 Prepaid components 1,258,965 950,679 Prepaid satellite services & licenses 3,313,706 1,367,125 Prepaid software 91,258 107,000 VAT receivable - - Other current assets 42,214 57,494 Total $ 5,405,453 $ 3,476,748 During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 26,302 23,407 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5. Inventory As of December 31, 2023 and 2022, inventory is as follows: Schedule of Inventory December 31, December 31, Work in Process $ 1,217,929 $ 583,437 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment At December 31, 2023 and 2022, property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Office equipment $ 17,061 $ 17,061 Computer equipment 41,233 37,296 Vehicle 35,424 28,143 Software 482,127 158,212 Machinery 3,209,719 3,386,111 Leasehold improvements 397,536 372,867 R&D software 9,655 386,182 Construction in progress 8,609,902 1,497,276 Property and equipment, gross 12,802,657 5,883,148 Accumulated depreciation (3,232,443 ) (3,328,156 ) Property and equipment, net of accumulated depreciation $ 9,570,214 $ 2,554,992 As of December 31, 2023 and 2022, construction in progress represents components to be used in the manufacturing of our satellites. Depreciation expense of property and equipment for the years ended December 31, 2023 and 2022 is $ 217,107 319,936 176,321 181,005 During the years ended December 31, 2023 and 2022, the Company purchased assets of $ 7,208,200 2,099,858 |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | Note 7. Business Acquisition On August 18, 2023, the Company entered into an Asset Conveyance Agreement (the “Purchase Agreement”) with Exo-Space Inc., a Delaware corporation (“Exo-Space”), and certain shareholders thereof. The Purchase Agreement provided for the acquisition by the Company of substantially all of the assets of Exo-Space (the “Assets”) which includes the customer contracts and lists related to Exo-Space’s business of providing analytics services by (i) providing on-orbit data processing services, including satellite imaging intelligence services, and (ii) the development of artificial intelligence and machine learning technology and software used for the on-orbit processing of data (the “Business”) from Exo-Space. The purchase price for the Assets was approximately $ 468,000 In addition, on August 18, 2023, the Company entered into a Sale of Business Non-Competition and Non-Solicitation Agreement with Exo-Space Inc. and each of Jeremy Allam (“Allam”), Mark Lorden (“Lorden”), Marcel Lariviere (“Lariviere”) and Tate Schaar (“Schaar” and collectively, with Allam, Lorden and Lariviere, the “Sellers”) pursuant to which the Sellers agreed to keep confidential certain information related to the Business and agreed to a five (5) year non-compete and non-solicitation. On August 21, 2023 (the “Closing Date”), the Company completed its acquisition of the Assets related to Exo-Space (the “Acquisition”). As part of the Acquisition, Jeremy Allam, Marcel Lariviere, Mark Lorden and Tate Schaar entered into employment agreements with the Company which granted non-statutory stock options to Jeremy Allam, Marcel Lariviere, Mark Lorden and Tate Schaar with respect to the following number of shares of the Company’s common stock: 1,898,502 949,251 711,938 395,521 0.16 5 nd nd Pro forma results of operations have not been presented because the effects of the Acquisition was not material to our consolidated results of operations. Acquisition-related costs included legal fees of $ 220,632 Schedule of Business Acquisition Allocated to Fair Value of Net Assets Acquired Cash paid $ 468,663 Assets Acquired: Accounts receivable $ 51,769 Inventory 9,611 Property and equipment 9,148 Intangible asset 398,135 Total $ 468,663 |
Accounts payable and other curr
Accounts payable and other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and other current liabilities | Note 8. Accounts payable and other current liabilities At December 31, 2023 and 2022, accounts payable and other current liabilities consisted of the following: Schedule of Accounts payable and Other Current Liabilities December 31, 2023 December 31, 2022 Accounts payable $ 4,716,964 $ 1,483,467 Payroll liabilities 1,250,330 820,451 Credit card liability 93,826 44,650 Other payable 156,885 239,110 Dividend payable 16,566 - Accrued interest - related party - - Insurance payable 462,991 828,167 Total accrued expenses and other liabilities $ 6,697,562 $ 3,415,845 |
Asset-based loan
Asset-based loan | 12 Months Ended |
Dec. 31, 2023 | |
Asset-based Loan | |
Asset-based loan | Note 9. Asset-based loan The Company is party to a recourse loan and security agreement with an unrelated lender dated November 30, 2022, whereby the lender will provide loans secured by certain accounts receivable for up to 90 3 15.2 Additionally, in the event of default the Lender at its option can increase the loan interest rate by 5% per annum for each month or partial month default on outstanding balances. 2,587,900 502,349 155,716 14,293 |
Contract assets and liabilities
Contract assets and liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract assets and liabilities | Note 10. Contract assets and liabilities At December 31, 2023 and 2022, contract assets and contract liabilities consisted of the following: Schedule of Contract Assets and Liabilities Contract assets December 31, December 31, Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage $ - $ - Retainage included in contract assets due to being conditional on something other than solely passage of time 77,124 60,932 Retainage included in contract assets due to being conditional on something other than solely passage of time – related party 43,173 14,982 Total contract assets $ 120,297 $ 75,914 Contract liabilities December 31, December 31, Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ - $ - Retainage included in contract liabilities due to being conditional on something other than solely passage of time 77,124 60,932 Retainage included in contract liabilities due to being conditional on something other than solely passage of time – related party 43,173 14,982 Total contract liabilities $ 120,297 $ 75,914 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 11. Leases Operating lease We have a noncancelable operating lease entered in November 2016 for our office facility that expires in July 2021 and has renewal options to May 2024. 10,392 2.5 In May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the option to terminate the lease after 12 months and 24 months from the commencement date. 11,855 2.5 We recognized total lease expense, primarily related to our operating leases, on a straight-line basis in accordance with ASC 842. As of December 31, 2023 and 2022, the Company recorded a refundable security deposit of $ 10,000 The operating lease expense were as follows: Schedule of Operating lease expense 2023 2022 Year Ended December 31, 2023 2022 Operating lease cost $ 353,329 $ 338,389 Supplemental balance sheet information related to operating leases was as follows: Summary of Other Supplemental Information December 31, 2023 December 31, 2022 Operating lease right-of-use assets at inception $ 1,276,515 $ 1,119,675 Accumulated amortization (1,160,942 ) (869,738 ) Total operating lease right-of-use assets $ 115,573 $ 249,937 Operating lease liabilities - current $ 119,272 $ 199,158 Operating lease liabilities - non-current - 63,310 Total operating lease liabilities $ 119,272 $ 262,468 Weighted-average remaining lease term — operating leases (year) 0.42 1.20 Weighted-average discount rate — operating leases 4.73 % 4.86 % Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2023 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Year Ending December 31, 2024 $ 120,211 Thereafter - Total undiscounted lease payments 120,211 Less: Imputed interest (939 ) Operating lease liabilities 119,272 Finance lease The Company leases machinery and office equipment under non-cancellable finance lease arrangements. The term of those capital leases is at the range from 59 83 4 6 During the year ended December 31, 2022, the Company fully paid off the two outstanding finance leases totaling $ 148,019 During the years ended December 31, 2023 and 2022, the Company recorded depreciation of finance lease assets of $ 0 49,076 0 1,891 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 12. Notes Payable Decathlon Note On December 3, 2021, we entered into a Loan Assignment and Assumption Agreement, or Loan Assignment, with Decathlon Alpha IV, L.P., or Decathlon and Craig Technical Consulting, Inc (“CTC”) pursuant to which we assumed the Decathlon Note. In connection with our assumption of the Decathlon Note, CTC reduced the principal of the Note Payable – related party by $ 1.4 2.6 1,106,164 293,836 Management believes that the assumption of the Decathlon Note from CTC is in our best interests because in connection therewith, Decathlon released us from a cross-collateralization agreement it was a party to with CTC for a loan of a greater amount. Also in connection with the Loan Assignment on December 3, 2021, we entered into a Revenue Loan and Security Agreement, or RLSA, with Decathlon and our CEO, Carol Craig, pursuant to which we pay interest based on a minimum rate of one (1) times the amount advanced and make monthly payments based on a percentage of our revenue calculated as an amount equal to the product of (i) all revenue for the immediately preceding month multiplied by (ii) the Applicable Revenue Percentage, defined as 4 December 9, 2024 293,836 1,106,164 During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $ 721,119 738,048 252,983 258,949 2,017,286 1,599,150 2.2 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Revenue and Accounts Receivable The Company recognized revenue of $ 952,220 1,042,628 67,447 168,170 43,173 14,982 Accounts Payable As of December 31, 2023 and 2022, the Company owed $ 677,039 566,636 Note Payable – Related Party During the year ended December 31, 2022, the Company repaid $ 797,505 1,624,755 As of December 31, 2023 and 2022, the Company had note payable – related party current of $ 0 1,000,000 0 1,350,000 Cost of Revenue For the years ended December 31, 2023 and 2022, the Company recorded cost of revenue to Craig Technical Consulting, Inc. of $ 588,267 136,363 24,363 12,267 Professional Service Agreements A Professional Services Agreement, effective November 15, 2021, was made, between the Company and Craig Technical Consulting, Inc. The period of performance for this Agreement was December 1, 2021, through November 30, 2022. The agreement was amended and the term of agreement was extended to November 30, 2024. During the year ended December 31, 2023 and 2022, the Company recorded professional services of $ 106,057 160,475 Sublease On August 1, 2021, the Company entered into a Sublease Agreement with its related party and a principal shareholder (“Sublandlord”), whereby the Company shall sublease certain offices, rooms and shared use of common spaces located at 150 Sykes Creek Parkway, Merritt Island, FL. The Lease is a month-to-month lease and may be terminated with 30 day’s notice to the Sublandlord. The monthly rent shall be $ 4,570 4,707 4,847 58,024 56,349 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Litigation The Company is currently involved in various civil litigation in the normal course of business none of which is considered material. License Agreement The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary (see Note 3). On August 18, 2020, Aurea entered into a license agreement with a third-party vendor (the “Vendor”), whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company shall pay an annual Reservation Fee of $ 120,000 120,000 120,000 |
Stockholder_s Equity
Stockholder’s Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholder’s Equity | Note 15. Stockholder’s Equity Authorized Capital Stock Effective July 3, 2023, the Company filed Amended and Restated Certificate of Incorporation to amend for authorized capital stock to authorize the Company to issue 215,000,000 The Company has authorized 5,000,000 0.0001 The Company has authorized 210,000,000 0.0001 200,000,000 10,000,000 The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. Series A Convertible Preferred Stock On October 11, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investor, in a registered direct offering (the “Offering”), an aggregate of 2,000 0.0001 1,000 1,000 10.152 10.152 During the year ended December 31, 2023, 1,628 166,483 176,791 The Company had 372 0 Class A Common Stock The Company had 983,173 80,227 Fiscal year 2023 On January 30, 2023, the Company offered an aggregate of up to 26,400 123,600 22,500 172,500 30.0 Warrants equal to 4% of the number of securities issued by the Company in the offering were issued to the underwriter at an exercise price of 125% of the offering price per share. 5.2 4.6 On April 20, 2023, the Company sold an aggregate of 85,720 217,310 303,030 37,880 37,880 33.0 Warrants equal to 3% of the number of securities issued by the Company in the offering at an exercise price of 125% of the offering price per share was issued to the underwriter. 11.2 10.2 During the year ended December 31, 2023, 166,530 363,410 3,634 Fiscal year 2022 During the year ended December 31, 2022, the Company issued 14,487 ● 3,000 1,209,000 ● 11,487 904 3,596,355 375,000 3,221,355 Class B Common Sock The Company had 100,000 Warrants January 2023 offering For the year ended December 31, 2023, the Company issued a total of 146,100 five years 30.0 6,901 five years 37.5 April 2023 offering For the year ended December 31, 2023, the Company issued a total of 217,310 340,910 five years 33.0 217,310 333,049 10,228 five years 41.25 October 2023 offering For the year ended December 31, 2023, the Company issued 197,006 five years 10.152 11,820 five years 12.69 For the year ended December 31, 2023, and 2022, the Company recognized finance expense of $ 917,848 0 The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: Schedule of Warrant Valuation Assumption Year ended December 31, 2023 Expected term 5 Expected average volatility 182 190 % Expected dividend yield - Risk-free interest rate 3.62 3.96 % A summary of activity of the warrants during the year ended December 31, 2023 as follows: Schedule of Activity of Warrant Number of Weighted average Average shares Exercise Price Life (years) Outstanding, December 31, 2022 - $ - - Granted 146,100 30.00 5.00 Granted 558,220 33.00 5.00 Granted 6,901 37.50 5.00 Granted 10,228 41.25 5.00 Granted 11,820 12.69 5.00 Granted 197,006 10.15 5.00 Exercised (146,100 ) 30.00 - Exercised (550,359 ) 33.00 - Expired - - - Outstanding, December 31, 2023 233,816 $ 13.22 4.73 Exercisable, December 31, 2023 233,816 $ 0.13 4.73 The intrinsic value of the warrants as of December 31, 2023 is $ 0 Stock Options On August 21, 2023, the Company granted 39,552 16.0, 5 Options issued vest at 25% of shares subject to the option on each anniversary date, on August 21, 2024, 2025, 2026 and 2027. In October 2023, the Company granted 200 100.0 5 The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: Schedule of Utilizes Black-Scholes Model to Value of Stock Options Year Ended December 31, 2023 Expected term 2.50 3.75 Expected average volatility 173 % Expected dividend yield - Risk-free interest rate 4.46 5.02 During the year ended December 31, 2023, the Company granted 39,752 583,580 49,688 533,892 39,752 0 A summary of activity of the stock options during the year ended December 31, 2023, is as follows: Schedule of Activity of Stock Options Options Outstanding Weighted Number of Weighted Average Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2022 - $ - - Granted 39,752 16.42 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2023 39,752 $ 16.42 4.64 Exercisable options, December 31, 2023 200 $ 100.00 4.82 |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income tax | Note 16. Income tax The Company has not made a provision for income taxes for the year ended December 31, 2023 and 2022, since the Company has the benefit of net operating losses in these periods and the Company changed from a limited liability partnership to a C corporation during 2021. Due to uncertainties surrounding the Company’s ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2023. The Company has incurred a net operating loss of $ 14,217,254 A reconciliation between expected income taxes, computed at the federal income tax rate of 21 5.5 Schedule of Income Tax Reconciliation Income Tax Net Expenses 2023 2022 Years Ended December 31, 2023 2022 Loss for the year $ (14,328,348 ) $ (12,839,968 ) Income tax (recovery) at statutory rate $ (3,009,000 ) $ (2,689,782 ) State income tax expense, net of federal tax effect (788,100 ) (704,467 ) Permanent difference and other - - Change in valuation allowance 3,797,100 3,394,249 Income tax expense per books $ - $ - Net deferred tax assets consist of the following components as of: Schedule of Net Deferred Tax Assets December 31, 2023 December 31, 2022 Non-operating loss carryforward $ 8,109,149 $ 4,312,049 Valuation allowance (8,109,149 ) (4,312,049 ) Net deferred tax asset $ - $ - |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events Subsequent to December 31, 2023, 372 27,374 435,984 Subsequent to December 31, 2023, 418,724 1,631,524 On January 29, 2024, the Company entered into a public offering of an aggregate of 1,181,900 69,900 5,632,650 5,008,259 On February 29, 2024, the Company entered into a public offering of an aggregate of 1,321,000 Shares 7,926,000 7,102,527 |
Summary of Signification Acco_2
Summary of Signification Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a December 31 fiscal year end. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. For the full year ended December 31, 2022, the Company has reclassified operating expenses to selling, general and administrative expenses. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the variable interest entity (“VIE”), Aurea Alas Limited (“Aurea”), of which we are the primary beneficiary. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. All intercompany transactions and balances have been eliminated on consolidation. For entities determined to be VIEs, an evaluation is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE (“the benefits”). When making the determination on whether the benefits received from an entity are significant, the Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Examples of estimates and assumptions include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations,, the fair value of and/or potential impairment of property and equipment; product life cycles; useful lives of our property and equipment; allowances for doubtful accounts; the market value of, and demand for, our inventory; fair value calculation of warrant; and the potential outcome of uncertain tax positions that have been recognized in our consolidated financial statements or tax returns. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 966,107 |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount of consideration from customers of which the Company has an unconditional right to receive plus any accrued and unpaid interest. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. The Company sells certain accounts receivable with recourse in order to accelerate the receipt of cash. |
Bad Debt and Allowance for Doubtful Accounts | Bad Debt and Allowance for Doubtful Accounts Historically the Company has been able to collect all past due amounts and has not written off past due invoices, therefore there is limited historical data on the company’s historical losses or expected losses at this time. In compliance with GAAP the Company has determined the following policy will be followed regarding outstanding customer invoices. An allowance for doubtful accounts has been established to reflect the anticipated uncollectible value of the related receivable account. Review procedures have been established to provide a realistic reserve based on past collection experience and anticipated losses on the receivables. The company will utilize the allowance method based on accounts receivable aging in order to accrue bad debt expense and the contra balance sheet account, allowance for doubtful accounts. The accounts receivable aging will be reviewed quarterly and necessary adjustments made to the allowance for doubtful accounts account balance. The Company will review their policy annually to determine if adjustments should be made based on more recent accounts receivable trends. During the years ended December 31, 2023 and 2022, the Company recorded bad debt of $ 17,871 22,500 |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation awards in accordance with ASC Topic 718, “Compensation – Stock Compensation.” The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the consolidated statements of operations and comprehensive income based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur. Share-based payments are valued using a Black-Scholes option pricing model. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. The share price as of the grant date was determined by current market prices for our common stock. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. |
Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities The amounts included within contract assets and contract liabilities are related to the company’s long-term construction contracts. Retainage for which the company has an unconditional right to payment that is only subject to the passage of time is classified as contracts receivable. Retainage subject to conditions other than the passage of time are included in contract assets and contract liabilities on a net basis at the individual contract level. Contract assets represent revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts. Contract liabilities represent the company’s obligation to perform on uncompleted contracts with customers for which the company has received payment or for which contracts receivable are outstanding. |
Inventory | Inventory Inventory consists of finished goods and work in progress and consists of estimated revenue calculated on a percentage of completion based on direct labor and materials in relation to the total contract value. The Company does not maintain raw materials. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of plant and machinery, motor vehicles and computer equipment, is recorded at cost reduced by accumulated depreciation and impairment, if any. Construction in progress generally involves short-term capital projects and is not depreciated until the development has reached completion and the asset has been put into service. Depreciation expense is recognized over the assets’ estimated useful lives of three ten years |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Fair Value Measurements | Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expense and other current assets, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2023 and 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. |
Business Combinations | Business Combinations Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations are recognized and measured at fair value at the time of acquisition. The identifiable intangible asset recognized in the Company’s acquisitions is a customer list, which will be tested for impairment annually. |
Revenue Recognition | Revenue Recognition The Company adopted ASC 606 – Revenue from Contracts with Customers using the modified retrospective transition approach. The core principle of ASC 606 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or services. The Company’s updated accounting policies and related disclosures are set forth below, including the disclosure for disaggregated revenue. The impact of adopting ASC 606 was not material to the Consolidated Financial Statements. Revenue from the Company is recognized under Topic 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements: ● executed contracts with the Company’s customers that it believes are legally enforceable; ● identification of performance obligations in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● Allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to each of the Company’s revenue category, is summarized below: Revenues from fixed price contracts that are still in progress at month end are recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts. Revenue from fixed price contracts and time-and-materials contracts that are completed in the month the work was started are recognized when the work is shipped. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Revenues from fixed price service contracts that contain provisions for milestone payments are recognized at the time of the milestone being met and payment received. This method is used because management considers that the payments are nonrefundable unless the entity fails to perform as promised. If the customer terminates the contract, the Company is entitled only to retain any progress payments received from the customer and the Company has no further rights to compensation from the customer. Even though the payments made by the customer are nonrefundable, the cumulative amount of those payments is not expected, at all times throughout the contract, to at least correspond to the amount that would be necessary to compensate the Company for performance completed to date. Accordingly, the Company accounts for the progress under the contract as a performance obligation satisfied at a point in time. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. |
Cost of revenue | Cost of revenue Costs are recognized when incurred. Cost of revenue consists of direct labor, subcontract, materials, depreciation on machinery and equipment, and other direct costs. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” For the years ended December 31, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Diluted Net Loss Per Share 2023 Shares 2022 Shares Warrants 232,677 - Series A convertible preferred stock 283,512 - Total common stock equivalents 657,980 - |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations. |
Income Taxes | Income Taxes The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2023 or December 31, 2022. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |
Summary of Signification Acco_3
Summary of Signification Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Diluted Net Loss Per Share | For the years ended December 31, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. Schedule of Diluted Net Loss Per Share 2023 Shares 2022 Shares Warrants 232,677 - Series A convertible preferred stock 283,512 - Total common stock equivalents 657,980 - |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Assets and Liabilities | As of December 31, 2023 and 2022, Aurea’s assets and liabilities are as follows: Schedule of Variable Interest Entities Assets and Liabilities December 31, 2023 December 31, 2022 Assets Cash $ 52,492 $ 76,517 Prepaid and other current assets 13,164 11,394 Total Assets $ 65,656 $ 87,911 Liability Accounts payable and other current liabilities $ 74,219 $ 29,005 |
Prepaid expense and Other cur_2
Prepaid expense and Other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense And Other Current Assets | |
Schedule of Prepaid Expense and Other Current Assets | As of December 31, 2023 and 2022, prepaid expense and other current assets are as follows: Schedule of Prepaid Expense and Other Current Assets December 31, 2023 December 31, 2022 Prepaid insurance $ 699,310 $ 994,450 Prepaid components 1,258,965 950,679 Prepaid satellite services & licenses 3,313,706 1,367,125 Prepaid software 91,258 107,000 VAT receivable - - Other current assets 42,214 57,494 Total $ 5,405,453 $ 3,476,748 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2023 and 2022, inventory is as follows: Schedule of Inventory December 31, December 31, Work in Process $ 1,217,929 $ 583,437 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | At December 31, 2023 and 2022, property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2023 December 31, 2022 Office equipment $ 17,061 $ 17,061 Computer equipment 41,233 37,296 Vehicle 35,424 28,143 Software 482,127 158,212 Machinery 3,209,719 3,386,111 Leasehold improvements 397,536 372,867 R&D software 9,655 386,182 Construction in progress 8,609,902 1,497,276 Property and equipment, gross 12,802,657 5,883,148 Accumulated depreciation (3,232,443 ) (3,328,156 ) Property and equipment, net of accumulated depreciation $ 9,570,214 $ 2,554,992 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisition Allocated to Fair Value of Net Assets Acquired | Schedule of Business Acquisition Allocated to Fair Value of Net Assets Acquired Cash paid $ 468,663 Assets Acquired: Accounts receivable $ 51,769 Inventory 9,611 Property and equipment 9,148 Intangible asset 398,135 Total $ 468,663 |
Accounts payable and other cu_2
Accounts payable and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts payable and Other Current Liabilities | At December 31, 2023 and 2022, accounts payable and other current liabilities consisted of the following: Schedule of Accounts payable and Other Current Liabilities December 31, 2023 December 31, 2022 Accounts payable $ 4,716,964 $ 1,483,467 Payroll liabilities 1,250,330 820,451 Credit card liability 93,826 44,650 Other payable 156,885 239,110 Dividend payable 16,566 - Accrued interest - related party - - Insurance payable 462,991 828,167 Total accrued expenses and other liabilities $ 6,697,562 $ 3,415,845 |
Contract assets and liabiliti_2
Contract assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Liabilities | At December 31, 2023 and 2022, contract assets and contract liabilities consisted of the following: Schedule of Contract Assets and Liabilities Contract assets December 31, December 31, Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage $ - $ - Retainage included in contract assets due to being conditional on something other than solely passage of time 77,124 60,932 Retainage included in contract assets due to being conditional on something other than solely passage of time – related party 43,173 14,982 Total contract assets $ 120,297 $ 75,914 Contract liabilities December 31, December 31, Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage $ - $ - Retainage included in contract liabilities due to being conditional on something other than solely passage of time 77,124 60,932 Retainage included in contract liabilities due to being conditional on something other than solely passage of time – related party 43,173 14,982 Total contract liabilities $ 120,297 $ 75,914 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Operating lease expense | The operating lease expense were as follows: Schedule of Operating lease expense 2023 2022 Year Ended December 31, 2023 2022 Operating lease cost $ 353,329 $ 338,389 |
Summary of Other Supplemental Information | Supplemental balance sheet information related to operating leases was as follows: Summary of Other Supplemental Information December 31, 2023 December 31, 2022 Operating lease right-of-use assets at inception $ 1,276,515 $ 1,119,675 Accumulated amortization (1,160,942 ) (869,738 ) Total operating lease right-of-use assets $ 115,573 $ 249,937 Operating lease liabilities - current $ 119,272 $ 199,158 Operating lease liabilities - non-current - 63,310 Total operating lease liabilities $ 119,272 $ 262,468 Weighted-average remaining lease term — operating leases (year) 0.42 1.20 Weighted-average discount rate — operating leases 4.73 % 4.86 % |
Summary of Future Minimum Lease Payments Under Operating Leases | Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at December 31, 2023 were as follows: Summary of Future Minimum Lease Payments Under Operating Leases Year Ending December 31, 2024 $ 120,211 Thereafter - Total undiscounted lease payments 120,211 Less: Imputed interest (939 ) Operating lease liabilities 119,272 |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Warrant Valuation Assumption | The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions: Schedule of Warrant Valuation Assumption Year ended December 31, 2023 Expected term 5 Expected average volatility 182 190 % Expected dividend yield - Risk-free interest rate 3.62 3.96 % |
Schedule of Activity of Warrant | A summary of activity of the warrants during the year ended December 31, 2023 as follows: Schedule of Activity of Warrant Number of Weighted average Average shares Exercise Price Life (years) Outstanding, December 31, 2022 - $ - - Granted 146,100 30.00 5.00 Granted 558,220 33.00 5.00 Granted 6,901 37.50 5.00 Granted 10,228 41.25 5.00 Granted 11,820 12.69 5.00 Granted 197,006 10.15 5.00 Exercised (146,100 ) 30.00 - Exercised (550,359 ) 33.00 - Expired - - - Outstanding, December 31, 2023 233,816 $ 13.22 4.73 Exercisable, December 31, 2023 233,816 $ 0.13 4.73 |
Schedule of Utilizes Black-Scholes Model to Value of Stock Options | The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: Schedule of Utilizes Black-Scholes Model to Value of Stock Options Year Ended December 31, 2023 Expected term 2.50 3.75 Expected average volatility 173 % Expected dividend yield - Risk-free interest rate 4.46 5.02 |
Schedule of Activity of Stock Options | A summary of activity of the stock options during the year ended December 31, 2023, is as follows: Schedule of Activity of Stock Options Options Outstanding Weighted Number of Weighted Average Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2022 - $ - - Granted 39,752 16.42 5.00 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2023 39,752 $ 16.42 4.64 Exercisable options, December 31, 2023 200 $ 100.00 4.82 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation Income Tax Net Expenses | A reconciliation between expected income taxes, computed at the federal income tax rate of 21 5.5 Schedule of Income Tax Reconciliation Income Tax Net Expenses 2023 2022 Years Ended December 31, 2023 2022 Loss for the year $ (14,328,348 ) $ (12,839,968 ) Income tax (recovery) at statutory rate $ (3,009,000 ) $ (2,689,782 ) State income tax expense, net of federal tax effect (788,100 ) (704,467 ) Permanent difference and other - - Change in valuation allowance 3,797,100 3,394,249 Income tax expense per books $ - $ - |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of: Schedule of Net Deferred Tax Assets December 31, 2023 December 31, 2022 Non-operating loss carryforward $ 8,109,149 $ 4,312,049 Valuation allowance (8,109,149 ) (4,312,049 ) Net deferred tax asset $ - $ - |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Dec. 06, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | one-for-one hundred (1-for-100) reverse split |
Schedule of Diluted Net Loss Pe
Schedule of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 657,980 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 232,677 | |
Series A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 283,512 |
Summary of Signification Acco_4
Summary of Signification Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Federal deposit insurance corporation | 250,000 | |
Excess of FDIC insurance | 966,107 | |
Bad debt | $ 17,871 | $ 22,500 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 10 years |
Schedule of Variable Interest E
Schedule of Variable Interest Entities Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 1,216,107 | $ 2,295,259 |
Prepaid and other current assets | 5,405,453 | 3,476,748 |
Total Assets | 19,351,112 | 10,297,575 |
Liability | ||
Accounts payable and other current liabilities | 6,697,562 | 3,415,845 |
Variable Interest Entity, Primary Beneficiary [Member] | Aurea [Member] | ||
Assets | ||
Cash | 52,492 | 76,517 |
Prepaid and other current assets | 13,164 | 11,394 |
Total Assets | 65,656 | 87,911 |
Liability | ||
Accounts payable and other current liabilities | $ 74,219 | $ 29,005 |
Variable Interest Entity (Detai
Variable Interest Entity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Variable interest entity, term | The consolidated financial statements include Aurea Alas Limited, which is a variable interest entity of which we are the primary beneficiary, and on August 26, 2020, the Company entered into a licensing agreement with Aurea. Aurea is a Limited company organized in the Isle of Man, which entered into a license agreement with a third-party vendor, whereby they licensed the rights to use certain available radio frequency spectrum for satellite communications. The Company is responsible for 100% of the operations of Aurea and derives 100% of the net profits or losses derived from the business operations. The assets, liabilities and the operations of Aurea from the date of inception (July 20, 2020), were included in the Company’s consolidated financial statements. | |
Net loss | $ (14,328,348) | $ (12,839,968) |
Variable Interest Entity, Primary Beneficiary [Member] | Aurea [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Net loss | $ 157,467 | $ 136,344 |
Aurea Shareholders [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Voting rights percent | 100% |
Schedule of Prepaid Expense and
Schedule of Prepaid Expense and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense And Other Current Assets | ||
Prepaid insurance | $ 699,310 | $ 994,450 |
Prepaid components | 1,258,965 | 950,679 |
Prepaid satellite services & licenses | 3,313,706 | 1,367,125 |
Prepaid software | 91,258 | 107,000 |
VAT receivable | ||
Other current assets | 42,214 | 57,494 |
Total | $ 5,405,453 | $ 3,476,748 |
Prepaid expense and Other cur_3
Prepaid expense and Other current assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Prepaid Expense And Other Current Assets | ||
Interest expense | $ 26,302 | $ 23,407 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Work in Process | $ 1,217,929 | $ 583,437 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,802,657 | $ 5,883,148 |
Accumulated depreciation | (3,232,443) | (3,328,156) |
Property and equipment, net of accumulated depreciation | 9,570,214 | 2,554,992 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,061 | 17,061 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,233 | 37,296 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,424 | 28,143 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 482,127 | 158,212 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,209,719 | 3,386,111 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 397,536 | 372,867 |
Research and Development Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,655 | 386,182 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 8,609,902 | $ 1,497,276 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 217,107 | $ 319,936 |
Purchased assets | 7,208,200 | 2,099,858 |
Cost of Sales [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 176,321 | $ 181,005 |
Schedule of Business Acquisitio
Schedule of Business Acquisition Allocated to Fair Value of Net Assets Acquired (Details) - USD ($) | 12 Months Ended | ||
Aug. 18, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Cash paid | $ 483,644 | ||
Exo-Space Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 468,663 | ||
Accounts receivable | 51,769 | ||
Inventory | 9,611 | ||
Property and equipment | 9,148 | ||
Intangible asset | 398,135 | ||
Total | $ 468,663 |
Business Acquisition (Details N
Business Acquisition (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 21, 2023 | Aug. 18, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Number of shares granted | 39,552 | 200 | 39,752 | |
Exo-Space Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 468,000 | |||
Stock option exercise price | $ 0.16 | |||
Expected term | 5 years | |||
Acquisition related costs | $ 220,632 | |||
Exo-Space Inc. [Member] | Jeremy Allam [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares granted | 1,898,502 | |||
Exo-Space Inc. [Member] | Marcel Lariviere [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares granted | 949,251 | |||
Exo-Space Inc. [Member] | Mark Lorden [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares granted | 711,938 | |||
Exo-Space Inc. [Member] | Tate Schaar [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares granted | 395,521 |
Schedule of Accounts payable an
Schedule of Accounts payable and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 4,716,964 | $ 1,483,467 |
Payroll liabilities | 1,250,330 | 820,451 |
Credit card liability | 93,826 | 44,650 |
Other payable | 156,885 | 239,110 |
Dividend payable | 16,566 | |
Accrued interest - related party | ||
Insurance payable | 462,991 | 828,167 |
Total accrued expenses and other liabilities | $ 6,697,562 | $ 3,415,845 |
Asset-based loan (Details Narra
Asset-based loan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revolving line of credit | $ 3,000,000 | |
Line of credit interest rate | 15.20% | |
Line of credit facility interest rate description | Additionally, in the event of default the Lender at its option can increase the loan interest rate by 5% per annum for each month or partial month default on outstanding balances. | |
Asset based loan liability | $ 2,587,900 | $ 502,349 |
Asset based loan expense | $ 155,716 | $ 14,293 |
Maximum [Member] | ||
Percentage of face amount of purchase price for accounts receivable | 90% |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized in excess of amounts paid or payable (contracts receivable) to the company on uncompleted contracts (contract asset), excluding retainage | ||
Retainage included in contract assets due to being conditional on something other than solely passage of time | 77,124 | 60,932 |
Retainage included in contract assets due to being conditional on something other than solely passage of time – related party | 43,173 | 14,982 |
Total contract assets | 120,297 | 75,914 |
Payments received or receivable (contracts receivable) in excess of revenue recognized on uncompleted contracts (contract liability), excluding retainage | ||
Retainage included in contract liabilities due to being conditional on something other than solely passage of time | 77,124 | 60,932 |
Retainage included in contract liabilities due to being conditional on something other than solely passage of time – related party | 43,173 | 14,982 |
Total contract liabilities | $ 120,297 | $ 75,914 |
Schedule of Operating lease exp
Schedule of Operating lease expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease cost | $ 353,329 | $ 338,389 |
Summary of Other Supplemental I
Summary of Other Supplemental Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use assets at inception | $ 1,276,515 | $ 1,119,675 |
Accumulated amortization | (1,160,942) | (869,738) |
Total operating lease right-of-use assets | 115,573 | 249,937 |
Operating lease liabilities - current | 119,272 | 199,158 |
Operating lease liabilities - non-current | 63,310 | |
Total operating lease liabilities | $ 119,272 | $ 262,468 |
Weighted average remaining lease term - operating leases (year) | 5 months 1 day | 1 year 2 months 12 days |
Weighted average discount rate - operating leases | 4.73% | 4.86% |
Summary of Future Minimum Lease
Summary of Future Minimum Lease Payments Under Operating Leases (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 120,211 | |
Thereafter | ||
Total undiscounted lease payments | 120,211 | |
Less: Imputed interest | (939) | |
Operating lease liabilities | $ 119,272 | $ 262,468 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 114 Months Ended | ||
May 31, 2021 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Base rent expense | $ 4,847 | $ 4,570 | |||
Security deposit | $ 10,000 | $ 10,000 | |||
Finance leases | 148,019 | ||||
Depreciation of finance lease assets | 0 | 49,076 | |||
Finance lease interest expense | $ 0 | $ 1,891 | |||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital leases term | 59 months | ||||
Finance lease annual interest | 4% | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital leases term | 83 months | ||||
Finance lease annual interest | 6% | ||||
New Lease Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Base rent expense | $ 11,855 | ||||
Increased base rent percentage | 2.50% | ||||
Lessee, operating lease, option to terminate | In May 2021, we entered into a new lease agreement for our office and warehouse space that expires in May 2024. The Company shall have the option to terminate the lease after 12 months and 24 months from the commencement date. | ||||
Office Facility [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Lessee, operating lease, description | We have a noncancelable operating lease entered in November 2016 for our office facility that expires in July 2021 and has renewal options to May 2024. | ||||
Base rent expense | $ 10,392 | ||||
Increased base rent percentage | 2.50% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable related party current | $ 2,017,286 | $ 1,599,150 | ||
Decathlon Alpha IV, L.P [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Note payable related party current | $ 1,400,000 | |||
Loans payable | $ 1,106,164 | |||
Notes payable | 1,106,164 | 2,200,000 | ||
Forgiveness of notes payable | $ 293,836 | $ 293,836 | ||
Revenue percentage | 4% | |||
Debt instrument, maturity date | Dec. 09, 2024 | |||
Interest expenses | 721,119 | 738,048 | ||
Principal amount | 252,983 | 258,949 | ||
Notes payable principal amount and interest | $ 2,017,286 | $ 1,599,150 | ||
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Loans payable | $ 2,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | 114 Months Ended | |||
Jan. 31, 2024 | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Accounts payable | $ 4,716,964 | $ 1,483,467 | |||
Repayments of notes payable related party | 797,505 | ||||
Debt forgiveness related party | 1,624,755 | ||||
Notes payable, related party current | 2,017,286 | 1,599,150 | |||
Cost of revenue | 4,321,482 | 5,855,275 | |||
Monthly rent | $ 4,847 | $ 4,570 | |||
Lease expense | 58,024 | 56,349 | |||
Craig Technical Consulting Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Contract with customer liability revenue recognized | 952,220 | 1,042,628 | |||
Accounts receivable - related parties | 67,447 | 168,170 | |||
Contract liabilities, related party | 43,173 | 14,982 | |||
Accounts payable | 677,039 | 566,636 | |||
Notes payable, related party current | 0 | 1,000,000 | |||
Notes payable, related party noncurrent | 0 | 1,350,000 | |||
Cost of revenue | 588,267 | 136,363 | |||
General and administrative expense | 24,363 | 12,267 | |||
Professional services | $ 106,057 | $ 160,475 | |||
Sublandlord [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly rent | $ 4,707 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Aug. 18, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Other general and administrative expenses | $ 120,000 | $ 120,000 | |
License Agreement Terms [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Reservation fee | $ 120,000 | ||
License fee | $ 120,000 |
Schedule of Warrant Valuation A
Schedule of Warrant Valuation Assumption (Details) | Dec. 31, 2023 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, expected term | 5 years |
Measurement Input, Option Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 182 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 190 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 3.62 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 3.96 |
Schedule of Activity of Warrant
Schedule of Activity of Warrant (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants Outstanding, Beginning | shares | |
Weighted Average Exercise Price, Beginning | $ / shares | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Number of Warrants Outstanding, Ending | shares | 233,816 |
Weighted Average Exercise Price, Ending | $ / shares | $ 13.22 |
Average Life (years) Outstanding, End | 4 years 8 months 23 days |
Number of Warrants, Exercisable | shares | 233,816 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.13 |
Average Life (years) Exercisable, End | 4 years 8 months 23 days |
Exercise Price 30.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 146,100 |
Weighted Average Exercise Price, Granted | $ / shares | $ 30 |
Average Life (years), Granted | 5 years |
Number of Warrants, Exercised | shares | (146,100) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 30 |
Exercise Price 33.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 558,220 |
Weighted Average Exercise Price, Granted | $ / shares | $ 33 |
Average Life (years), Granted | 5 years |
Number of Warrants, Exercised | shares | (550,359) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 33 |
Exercise Price 37.50 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 6,901 |
Weighted Average Exercise Price, Granted | $ / shares | $ 37.50 |
Average Life (years), Granted | 5 years |
Exercise Price 41.25 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 10,228 |
Weighted Average Exercise Price, Granted | $ / shares | $ 41.25 |
Average Life (years), Granted | 5 years |
Exercise Price 12.69 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 11,820 |
Weighted Average Exercise Price, Granted | $ / shares | $ 12.69 |
Average Life (years), Granted | 5 years |
Exercise Price 10.15 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants, Granted | shares | 197,006 |
Weighted Average Exercise Price, Granted | $ / shares | $ 10.15 |
Average Life (years), Granted | 5 years |
Schedule of Utilizes Black-Scho
Schedule of Utilizes Black-Scholes Model to Value of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Expected average volatility | 173% |
Expected dividend yield | |
Risk-free interest rate, minimum | 4.46% |
Risk-free interest rate, maximum | 5.02% |
Minimum [Member] | |
Expected term | 2 years 6 months |
Maximum [Member] | |
Expected term | 3 years 9 months |
Schedule of Activity of Stock O
Schedule of Activity of Stock Options (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Aug. 21, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||||
Number of Options, Outstanding | ||||
Weighted Average Exercise Price, Options Outstanding | ||||
Weighted Average Remaining life (years) Options Outstanding | 4 years 7 months 20 days | |||
Number of Options, Granted | 39,752 | |||
Weighted Average Exercise Price, Granted | $ 16 | $ 100 | $ 16.42 | |
Weighted Average Remaining life (years), Granted | 5 years | |||
Number of Options Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Number of Options Forfeited/canceled | ||||
Weighted Average Exercise Price, Forfeited/canceled | ||||
Number of Options, Outstanding | 39,752 | |||
Weighted Average Exercise Price, Options Outstanding | $ 16.42 | |||
Number of Options, Exercisable | 200 | |||
Weighted Average Exercise Price, Exercisable | $ 100 | |||
Weighted Average Remaining life (Years), Options Exercisable | 4 years 9 months 25 days |
Stockholder_s Equity (Details N
Stockholder’s Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Aug. 21, 2023 | Apr. 20, 2023 | Jan. 30, 2023 | Oct. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 11, 2023 | Jul. 03, 2023 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 210,000,000 | 210,000,000 | 215,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, voting rights | The Class B Common Stock is entitled to 10 votes for every 1 vote of the Class A Common Stock. | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||
Warrants, description | Warrants equal to 3% of the number of securities issued by the Company in the offering at an exercise price of 125% of the offering price per share was issued to the underwriter. | Warrants equal to 4% of the number of securities issued by the Company in the offering were issued to the underwriter at an exercise price of 125% of the offering price per share. | ||||||||
Aggregate proceeds from issuance of shares | $ 14,788,121 | $ 3,221,355 | ||||||||
Number of warrants exercisable | 233,816 | |||||||||
Number of options, granted | 39,552 | 200 | 39,752 | |||||||
Stock options granted exercise price | $ 16 | $ 100 | $ 16.42 | |||||||
Exercise term | 5 years | 5 years | ||||||||
Stock options vesting period | Options issued vest at 25% of shares subject to the option on each anniversary date, on August 21, 2024, 2025, 2026 and 2027. | |||||||||
Value of options granted | $ 583,580 | |||||||||
Stock option expense | 49,688 | |||||||||
Stock option unamortized | $ 533,892 | |||||||||
Number of options outstanding | 39,752 | |||||||||
Options outstanding intrinsic value | $ 0 | |||||||||
January 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 30 | |||||||||
Number of warrants issued | $ 146,100 | |||||||||
Warrants period | 5 years | |||||||||
April 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 33 | |||||||||
Number of warrants issued | $ 217,310 | |||||||||
Warrants period | 5 years | |||||||||
Number of warrants exercisable | 340,910 | |||||||||
October 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 10.152 | |||||||||
Number of warrants issued | $ 197,006 | |||||||||
Warrants period | 5 years | |||||||||
Pre-funded Warrants [Member] | April 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 217,310 | |||||||||
Underwriter Warrants [Member] | January 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 37.5 | |||||||||
Number of warrants issued | 6,901 | |||||||||
Warrants period | 5 years | |||||||||
Underwriter Warrants [Member] | April 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 41.25 | |||||||||
Number of warrants issued | 10,228 | |||||||||
Warrants period | 5 years | |||||||||
Underwriter Warrants [Member] | October 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercise price | $ 12.69 | |||||||||
Number of warrants issued | 11,820 | |||||||||
Warrants period | 5 years | |||||||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period underwriter warrants recognized finance expense | $ 917,848 | $ 0 | ||||||||
Intrinsic value | $ 0 | |||||||||
Common Class A [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 26,400 | 200,000,000 | 200,000,000 | |||||||
Preferred stock convertible conversion price per share | $ 10.152 | |||||||||
Warrants exercise price | $ 33 | $ 30 | 10.152 | |||||||
Dividend | $ 166,483 | |||||||||
Number of shares converted | 176,791 | |||||||||
Common stock, shares issued | 983,173 | 80,227 | ||||||||
Common stock, shares outstanding | 983,173 | 80,227 | ||||||||
Number of warrants issued | 303,030 | 123,600 | ||||||||
Stock issued during period, shares | 172,500 | 14,487 | ||||||||
Gross proceeds from issue of warrants | $ 11,200,000 | $ 5,200,000 | ||||||||
Net proceeds from issue of warrants | $ 10,200,000 | $ 4,600,000 | ||||||||
Number of shares sold | 85,720 | |||||||||
Stock issued during period shares cashless exercise of warrants | 166,530 | |||||||||
Stock issued during period shares exercise of pre funded warrants | 363,410 | |||||||||
Stock issued during period value exercise of pre funded warrants | $ 3,634 | |||||||||
Common Class A [Member] | Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 11,487 | |||||||||
Aggregate proceeds from issuance of shares | $ 3,596,355 | |||||||||
Share issuance costs | 375,000 | |||||||||
Net procceds from issuance of shares | $ 3,221,355 | |||||||||
Common Class A [Member] | 2021 Omnibus Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Restricted shares for consulting services, shares | 3,000 | |||||||||
Restricted shares for consulting services, value | $ 1,209,000 | |||||||||
Common Class A [Member] | April 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants exercised | 333,049 | |||||||||
Common Class A [Member] | Pre-funded Warrants [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued | 217,310 | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of warrants issued | 37,880 | 22,500 | ||||||||
Number of shares sold | 37,880 | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares | 904 | |||||||||
Common Class B [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||
Common stock, shares issued | 100,000 | 100,000 | ||||||||
Common stock, shares outstanding | 100,000 | 100,000 | ||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock par value per share | $ 0.0001 | |||||||||
Shares issued | 1,628 | 2,000 | ||||||||
Preferred stock stated value per share | $ 1,000 | |||||||||
Offering price per share | $ 1,000 | |||||||||
Preferred stock, shares issued | 372 | 0 | ||||||||
Preferred stock, shares outstanding | 372 | 0 |
Schedule of Income Tax Reconcil
Schedule of Income Tax Reconciliation Income Tax Net Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Loss for the year | $ (14,328,348) | $ (12,839,968) |
Income tax (recovery) at statutory rate | (3,009,000) | (2,689,782) |
State income tax expense, net of federal tax effect | (788,100) | (704,467) |
Permanent difference and other | ||
Change in valuation allowance | 3,797,100 | 3,394,249 |
Income tax expense per books |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 8,109,149 | $ 4,312,049 |
Valuation allowance | (8,109,149) | (4,312,049) |
Net deferred tax asset |
Income tax (Details Narrative)
Income tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 14,217,254 | |
Federal income tax rate | 21% | |
State income tax rate | 5.50% | 5.50% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Mar. 27, 2024 | Feb. 29, 2024 | Jan. 29, 2024 | Apr. 20, 2023 | Jan. 30, 2023 | Dec. 31, 2023 | Oct. 11, 2023 | Jul. 03, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||
Number of shares offrered | 210,000,000 | 215,000,000 | 210,000,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued | 1,628 | 2,000 | |||||||
Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued | 372 | ||||||||
Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares converted | 176,791 | ||||||||
Number of shares offrered | 26,400 | 200,000,000 | 200,000,000 | ||||||
Number of warrants purchased for shares | 303,030 | 123,600 | |||||||
Net proceeds from issue of warrants | $ 11,200,000 | $ 5,200,000 | |||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Dividend | $ 27,374 | ||||||||
Number of shares converted | 435,984 | ||||||||
Number of warrants | $ 418,724 | ||||||||
Gross proceeds from exercise of warrants | $ 1,631,524 | ||||||||
Number of shares offrered | 1,321,000 | 1,181,900 | |||||||
Number of warrants purchased for shares | 69,900 | ||||||||
Gross proceeds from offering | $ 7,926,000 | $ 5,632,650 | |||||||
Net proceeds from issue of warrants | $ 7,102,527 | $ 5,008,259 |