Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Aug. 12, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41469 | ||
Entity Registrant Name | FORZA X1, INC. | ||
Entity Central Index Key | 0001901305 | ||
Entity Tax Identification Number | 87-3159685 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 3101 S US-1 | ||
Entity Address, City or Town | Ft. Pierce | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 34982 | ||
City Area Code | (772) | ||
Local Phone Number | 429-2525 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | FRZA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 78,270,500 | ||
Entity Common Stock, Shares Outstanding | 10,450,000 | ||
Auditor Name | GRASSI & CO., CPAs, P.C. | ||
Auditor Location | Jericho, New York | ||
Auditor Firm ID | 606 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 12,767,199 | $ 1,803,285 |
Prepaid expenses and other current assets | 519,735 | 88,477 |
Total Current Assets | 13,286,934 | 1,891,762 |
Deferred offering costs | 105,500 | |
Operating lease right of use asset | 162,069 | |
Security deposit | 7,517 | |
Property and equipment, net | 765,406 | 235,565 |
Total Assets | 14,221,926 | 2,232,827 |
Current Liabilities: | ||
Accounts payable | 99,028 | 13,333 |
Accrued liabilities | 92,767 | 35,128 |
Operating lease right of use liability | 86,245 | |
Contract liabilities – customer deposits | 5,300 | |
Due to Twin Vee | 169,851 | 641,917 |
Total Current Liabilities | 453,191 | 690,378 |
Operating lease liability – noncurrent | 68,532 | |
Total Liabilities | 521,723 | 690,378 |
Stockholders’ Equity: | ||
Common stock: 25,000,000 authorized; $0.001 par value; 10,450,000 and 7,000,000 shares issued and outstanding at December 31, 2022 and 2021, respectively | 10,450 | 7,000 |
Additional paid in capital | 17,777,385 | 1,993,000 |
Accumulated deficit | (4,087,632) | (457,551) |
Total Stockholders’ Equity | 13,700,203 | 1,542,449 |
Total Liabilities and Stockholders’ Equity | $ 14,221,926 | $ 2,232,827 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 10,450,000 | 7,000,000 |
Common stock, shares outstanding | 10,450,000 | 7,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Successor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net sales | |||
Cost of products sold | 232,744 | ||
Gross profit | (232,744) | ||
Operating expenses: | |||
Selling, general and administrative | 28,806 | 473,900 | |
Salaries and wages | 41,189 | 1,770,126 | |
Research and development | 150,020 | 957,220 | |
Professional fees | 40,259 | 159,304 | |
Depreciation | 3,075 | 59,965 | |
Total operating expenses | 263,349 | 3,420,515 | |
Loss from operations | (263,349) | (3,653,259) | |
Interest expense | (7,281) | (3,286) | |
Interest income | 14,752 | ||
Dividend income | 43,294 | ||
Loss on disposal of assets | (31,582) | ||
Gain from insurance recovery | |||
Total other income (expenses) | (7,281) | 23,178 | |
Loss before income tax | (270,630) | (3,630,081) | |
Income taxes provision | |||
Net loss | $ (270,630) | $ (3,630,081) | |
Basic and diluted (loss) per common share | $ (0.04) | $ (0.44) | |
Weighted average common shares outstanding basic and diluted | 7,000,000 | 8,332,735 | |
Predecessor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Net sales | |||
Cost of products sold | |||
Gross profit | |||
Operating expenses: | |||
Selling, general and administrative | 56,955 | ||
Salaries and wages | |||
Research and development | 61,091 | ||
Professional fees | |||
Depreciation | 133 | ||
Total operating expenses | 118,179 | ||
Loss from operations | (118,179) | ||
Interest expense | (8,490) | ||
Interest income | |||
Dividend income | |||
Loss on disposal of assets | (190,252) | ||
Gain from insurance recovery | 130,000 | ||
Total other income (expenses) | (68,742) | ||
Loss before income tax | (186,921) | ||
Income taxes provision | |||
Net loss | $ (186,921) | ||
Basic and diluted (loss) per common share | $ (0.03) | ||
Weighted average common shares outstanding basic and diluted | 7,000,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Successor Beginning balance, value at Dec. 31, 2020 | ||||
Beginning Balance, Shares at Dec. 31, 2020 | ||||
Net loss | (186,921) | (186,921) | ||
Successor Ending balance, value at Oct. 14, 2021 | (186,921) | (186,921) | ||
Ending balance, Shares at Oct. 14, 2021 | ||||
Net loss | (270,630) | (270,630) | ||
Capital contributions from Twin Vee | 7,000 | 1,993,000 | 2,000,000 | |
Successor Ending balance, value at Dec. 31, 2021 | $ 7,000 | 1,993,000 | (457,551) | 1,542,449 |
Capital contributions from Twin Vee, shares | 7,000,000 | |||
Ending balance, Shares at Dec. 31, 2021 | 7,000,000 | |||
Net loss | (3,630,081) | (3,630,081) | ||
Capital contributions from Twin Vee | 500,000 | 500,000 | ||
Common stock issued for cash, shares | 3,450,000 | |||
Stock-based compensation | 458,346 | 458,346 | ||
Common stock issued for cash | 3,450 | 14,826,039 | 14,829,489 | |
Successor Ending balance, value at Dec. 31, 2022 | $ 10,450 | $ 17,777,385 | $ (4,087,632) | $ 13,700,203 |
Ending balance, Shares at Dec. 31, 2022 | 10,450,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Successor [Member] | |||
Cash Flows From Operating Activities | |||
Net loss | $ (270,630) | $ (3,630,081) | |
Adjustments to reconcile net loss: | |||
Depreciation | 3,075 | 59,965 | |
Stock based compensation | 458,346 | ||
Change of right-of-use asset | (162,069) | ||
Loss on disposal of assets | 31,582 | ||
Prepaid expenses and other current assets | (88,477) | (431,258) | |
Security deposits | (7,517) | ||
Accounts payable | 13,333 | 85,695 | |
Accrued liabilities | 25,569 | 57,639 | |
Operating lease liabilities | 154,777 | ||
Contract liabilities – customer deposits | 5,300 | ||
Net cash (used in) provided by operating activities | (317,131) | (3,377,621) | |
Cash Flows From Investing Activities | |||
Purchase of property and equipment | (66,079) | (606,726) | |
Net cash used in investing activities | (66,079) | (606,726) | |
Cash Flows From Financing Activities | |||
Net proceeds from issuance of common stock | 15,231,350 | ||
Deferred offering costs | (105,500) | (296,361) | |
Capital contributions from Twin Vee | 2,000,000 | 500,000 | |
Repayments of advances from Twin Vee | (398,630) | (1,099,468) | |
Advances from Twin Vee | 690,625 | 612,740 | |
Net cash provided by financing activities | 2,186,495 | 14,948,261 | |
Net change in cash and cash equivalents | 1,803,285 | 10,963,914 | |
Cash and cash equivalents at beginning of year | 1,803,285 | ||
Cash and cash equivalents at year end | 1,803,285 | 12,767,199 | |
Supplemental Cash Flow Information | |||
Cash paid for interest | 7,281 | 3,286 | |
Increases in right-of-use asset | $ 183,106 | ||
Predecessor [Member] | |||
Cash Flows From Operating Activities | |||
Net loss | (186,921) | ||
Adjustments to reconcile net loss: | |||
Depreciation | 133 | ||
Stock based compensation | |||
Change of right-of-use asset | |||
Loss on disposal of assets | 190,252 | ||
Prepaid expenses and other current assets | |||
Accounts payable | |||
Accrued liabilities | 9,559 | ||
Operating lease liabilities | |||
Contract liabilities – customer deposits | |||
Net cash (used in) provided by operating activities | 13,024 | ||
Cash Flows From Investing Activities | |||
Purchase of property and equipment | (362,946) | ||
Net cash used in investing activities | (362,946) | ||
Cash Flows From Financing Activities | |||
Net proceeds from issuance of common stock | |||
Deferred offering costs | |||
Capital contributions from Twin Vee | |||
Repayments of advances from Twin Vee | |||
Advances from Twin Vee | 349,922 | ||
Net cash provided by financing activities | 349,922 | ||
Net change in cash and cash equivalents | 0 | ||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at year end | |||
Supplemental Cash Flow Information | |||
Cash paid for interest | $ 8,490 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Forza X1, Inc. (“Forza”) was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, but subsequently changed its name to Forza X1, Inc. on October 29, 2021. Twin Vee, the Company’s majority shareholder, was incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009, and reincorporated in Delaware on April 7, 2021, as Twin Vee PowerCats Co. (“Twin Vee”). Prior to October 15, 2021, Twin Vee dedicated resources to designing and building prototype electric boats. These resources and expenditures were segregated in Twin Vee’s financial statements and have been carved out and included as the predecessor herein for the period January 1, 2021 through December 31, 2021. The accompanying financial statements include the historical accounts of Forza X1, Inc. and its predecessor, the carve-out of the electric segment business of Twin Vee. Forza is in the business of design and development of electric boats. Forza has a December 31 st Forza succeeded to substantially all of the business of the electric segment of Twin Vee and Forza’s own operations before the succession, October 15, 2021, were non-existent. Accordingly, the carve-out financial statements of the electric segment of Twin Vee are included as Predecessor herein. Management has reached this conclusion based upon an evaluation of the requirements and the facts and circumstances, including the historical life of the electric segment, the historical level of operations of the electric segment, and the fact that the Company’s operations, prior to the succession were non-existent. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying successor financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of American (“U.S. GAAP”). Carve-out The accompanying predecessor financial statements for the period from January 1, 2021 through October 14, 2021 have been prepared in accordance U.S GAAP from the financial statements and accounting records of Twin Vee PowerCats, Co. using the historical results of operations and historical cost basis of the assets and liabilities of Twin Vee PowerCats, Co. that comprise its electric segment of which Forza is the successor. These financial statements have been prepared solely to demonstrate its historical results of operations, financial position, and cash flows for the indicated periods under Twin Vee’s management. The accompanying predecessor financial statements include the assets, liabilities, revenues, and expenses that are specifically identifiable or allocable to the electric segment of Twin Vee. The segment’ operations were dependent upon Twin Vee’ ability to perform these services and support functions. The costs associated with these services and support functions (indirect costs) have been allocated on a basis of estimated utilization levels of these services. The allocations related primarily to corporate administrative expenses, employee related costs, legal services, accounting, human resources, and other corporate services. Management believes the assumptions and allocations underlying the financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocation have been determined on a basis considered by Twin Vee to be a reasonable reflection of the utilization of services provided to or the benefit received by the predecessor electric segment of Twin Vee during the periods presented relative to the total costs incurred by Twin Vee. However, the amounts recorded for these transactions are not necessarily representative of the amount that would have been reflected in the financial statements had the business been an entity that operated independently of Twin Vee. Consequently, future results of operations Forza will include costs and expenses that may be materially different than these historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not indicative of Forza X1’s future results of operations, financial position, and cash flow. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP required management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets. Common Stock Split On July 22, 2022, the Company filed an amendment to its certificate of incorporation affecting a 1.076923077 Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. Cash equivalents was $ 12,767,199 1,803,285 Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from three to seven years. Upon sale or retirement, the cost and related accumulated depreciation is eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Impairment of Long-lived Assets Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows. Research and Development Research and development costs are expensed when incurred. Such costs approximated $ 957,220 150,020 61,091 Advertising Costs Advertising and marketing costs are expensed as incurred. Such costs approximated $ 11,177 7,129 0 Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation The Company recognizes stock-based compensation costs for its restricted stock and restricted stock units, measured at the fair value of each award at the time of grant, as an expense over the period during which an employee is required to provide service. Compensation cost is recognized over the service period for the fair value of awards that vest. Income Taxes The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code. All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements. In accordance with U.S GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes. At December 31, 2022 and 2021, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. Recent Accounting Pronouncements All newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 3. Liquidity The Company has incurred a net loss of $ 3,630,081 270,630 186,921 12,767,199 12,833,743 1,803,285 1,201,384 15,231,350 $ 3,630,081 270,630 186,921 The Company has no current source of revenue and may seek additional equity and/or debt financing. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, as the Company will not generate revenue until late 2023. A successful transition to attaining profitable operations is dependent upon do not include any adjustments that might be required should the Company be unable to continue as a going concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment At December 31, 2022 and 2021, property and equipment consisted of the following: Schedule of property and equipment December 31, December 31, 2022 2021 Building - construction in progress 10,031 53,250 Equipment 59,806 — Computer hardware and software 37,016 8,998 Software and website development 35,572 — Prototype 142,526 142,525 Molds and Fixtures 528,966 34,000 813,917 238,773 Less accumulated depreciation (48,511 ) (3,208 ) $ 765,406 $ 235,565 Depreciation expense of property and equipment of $ 59,965 3,075 133 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 5. Leases Operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent the Company’s right to use an underlying asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. We used the U.S. Treasury rate of 0.33 The Company leases a warehouse facility, and the land which are located at 150 Commerce Street, Old Fort, North Carolina (the “Property”) from NC Limited Liability Company. The Company entered into the lease on October 7, 2022, the lease has a term of two years. The current base rent payment is $ 7,517 7,517 At December 31, 2022 and December 31, 2021, supplemental balance sheet information related to leases were as follows: Schedule of condensed balance sheet December 31, December 31, 2022 2021 Operating lease ROU asset $ 162,069 $ — December 31, December 31, 2022 2021 Operating lease liabilities: Current portion $ 86,245 $ — Non-current portion 68,532 — Total lease liabilities $ 154,777 $ — At December 31, 2022, future minimum lease payments under the non-cancelable operating leases are as follows: Years Ending December 31, Schedule of future minimum lease payments 2023 $ 91,102 2024 61,937 Total lease payment $ 153,039 The following summarizes other supplemental information about the Company’s operating lease: Schedule of operating lease cost December 31, 2022 Weighted average discount rate 4 % Weighted average remaining lease term (years) 1.71 December 31, 2022 Operating lease cost $ 30,067 Total lease cost $ 30,067 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities At December 31, 2022 and December 31, 2021, accrued liabilities consisted of the following: Schedule of accrued liabilities December 31, December 31, 2022 2021 Accrued wages and benefits $ 56,581 $ 16,090 Accrued operating expenses 36,186 $ 13,007 Other — $ 6,031 Total $ 92,767 $ 35,128 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Short-term lease 2,500 10,000 selling, general and administrative expense on the statements of operations. Covid-19 The COVID-19 outbreak in the United States has caused business disruptions through mandated and voluntary closings of multiple industries. While disruption is currently expected to be temporary, there is considerable uncertainty regarding the duration of the closings. The extent to which COVID-19 impacts future results, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain it or treat its impact, among others. At this time, the Company cannot estimate with meaningful precision the potential impact to its financial and operational results. Litigation The Company is currently involved in a civil litigation in the normal course of business none of which is considered material. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Common Stock Warrants As of December 31, 2022, the Company had outstanding warrants to purchase 172,500 6.25 August 16, 2027 no Equity Compensation Plan The Company maintains an equity compensation plan, the Forza X1, Inc. 2022 Stock Incentive Plan (the “2022 Plan”) under which it may award employees, directors and consultants’ incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the plan. The number of awards under the 2022 Plan will automatically increase on January 1, 2023. As of December 31, 2022, there were 58,500 Accounting for Stock -Based Compensation Stock Compensation Expense 458,346 Pursuant to Forza’s 2022 Plan Forza has issued stock options. A stock option grant gives the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time. Forza typically issues options that vest pro rata on a monthly basis over various periods. Under the terms of the 2022 Plan, the contractual life of the option grants may not exceed ten years. The Company utilizes the Black-Scholes model to determine fair value of stock option awards on the date of grant. The Company utilized the following assumptions for option grants during the year ended December 31, 2022: Schedule of assumptions Year ended December 31, 2022 Expected term 5 Expected average volatility 112 115 % Expected dividend yield — Risk-free interest rate 2.98 3.62 % The expected volatility of the option is determined using historical volatilities based on historical stock price of comparable boat manufacturing companies. The Company estimated the expected life of the options granted based upon historical weighted average of comparable boat manufacturing companies. The risk-free interest rate is determined using the U.S. Department of the Treasury yield curve rates with a remaining term equal to the expected life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0% Schedule of stock option activity Options Outstanding Weighted Average Number of Weighted Average Remaining life Fair value of Options Exercise Price (years) option Outstanding, December 31, 2021 — $ — — $ — Granted 1,441,500 3.41 9.77 4,009,913 Exercised — — Forfeited/canceled — — — — Outstanding, December 31, 2022 1,441,500 $ 3.41 9.77 $ 4,009,913 Exercisable options, December 31, 2022 117,986 $ 5.00 9.77 |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | 9. Related Party Transaction As of December 31, 2022 and December 31, 2021, the Company had current liabilities of $ 169,851 641,917 Associated with amounts advanced and due to Twin Vee, for the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), and January 1, 2021 through October 14, 2021 (Predecessor), we recorded interest expense of $ 3,286 7,281 8,490 6 Pursuant to a management agreement with Twin Vee, dated October 2021, and a subsequent agreement dated September 2022, for various management services, the Company paid $5,000 monthly through August of 2021, and $6,800 monthly, thereafter for management fee associated with the use of shared management resources. The September 2022 agreement has a term of one year and will expire on August 31, 2023. $ 67,200 15,000 45,000 elling, general and administrative expenses on the statements of operations. For the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), January 1, 2021 through October 14, 2021 (Predecessor), respectively 20,386 1,700 8,500 3,400 For the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), January 1, 2021 through October 14, 2021 (Predecessor), respectively 612,740 690,625 349,922 For the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), January 1, 2021 through October 14, 2021 (Predecessor), respectively 1,099,468 398,630 0 500,000 |
Gain from Insurance Recovery
Gain from Insurance Recovery | 12 Months Ended |
Dec. 31, 2022 | |
Gain From Insurance Recovery | |
Gain from Insurance Recovery | 10. Gain from Insurance Recovery The Company experienced a thermal event on the electric boat prototype rendering it unusable for further testing. During the year ended December 31, 2022, and the periods October 15, 2021 through December 31, 2021 (Successor), and January 1, 2021 through October 14, 2021 (Predecessor), respectively, the Company recorded a loss on disposal of asset $ 0 0 190,252 0 0 130,000 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 11. Income Tax Due to operating losses and the recognition of valuation allowances, the Company has no provision for a current and deferred federal or state income taxes in 2022. In 2021, the Company reversed valuation allowances against previously reserved deferred tax assets, accordingly, there was no provision for current and deferred federal or state income taxes. Deferred income taxes reflect the net tax effects of temporary and permanent differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of: Schedule of deferred tax assets and liabilities December 31, December 31, 2022 2021 Non-operating loss carryforward $ 532,000 $ — Valuation allowance (532,000 ) — Net deferred tax asset $ — $ — The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During year ended December 31, 2022, the valuation allowance increased by approximately $ 532,000 532,000 A reconciliation between expected income taxes, computed at the federal income tax rate of 21 2 Schedule of income tax expense December 31, December 31, 2022 2021 Tax at federal statutory rate 21 % 21 % Tax at state rate net of federal benefit 2 % 2 % Change in valuation allowance ( 23.0 )% ( 23.0 )% Provision for taxes 0.0 % 0.0 % The Company’s tax positions for 2019 to 2021 have been analyzed and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years. Tax returns for the years 2019 to 2021, are subject to review by the tax authorities. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 12. Net Loss Per Share Basic net loss per share has been computed on the basis of the weighted average number of shares of common stock outstanding. Diluted net loss per share of common stock has been computed on the basis of the weighted average number of shares outstanding plus equivalent shares of common stock assuming exercise of stock options. Potential shares of common stock that have an anti-dilutive effect (i.e., those that share or decrease loss per share) are excluded from the calculation of diluted net loss per share of common stock. Basic and diluted loss per common share have been computed based on the following, for the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), and January 1, 2021 through October 14, 2021 (Predecessor) Schedule of basic and diluted Successor Company Predecessor Company December 31, October 15-December 31, January 1 - October 14, 2022 2021 2021 Numerator for basic and diluted net loss per share: Net loss $ (3,630,081 ) $ (270,630 ) $ (186,921 ) Denominator: For basic net loss per share - weighted average common shares outstanding 8,332,735 7,000,000 7,000,000 Effect of dilutive stock options — — — For diluted net loss per share - weighted average common shares outstanding 8,332,735 7,000,000 7,000,000 Net loss per share -Basic: Net loss per share $ (0.44 ) $ (0.04 ) $ (0.03 ) Net loss per share - Diluted: Net loss per share $ (0.44 ) $ (0.04 ) $ (0.03 ) For the year ended December 31, 2022 and for the periods October 15, 2021 through December 31, 2021 (Successor), January 1, 2021 through October 14, 2021 (Predecessor |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company has evaluated all event or transactions that occurred after December 31,2022 through March 27, 2023, during this period, there were no material subsequent events other than the ones listed below. On January 1, 2023, our 2022 Stock Incentive Plan automatically increased, and will continue to increase on January 1 of each calendar year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in a number of shares of common stock equal to 4.5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. For 2023, the maximum number of common stock shares that can be issued will be 1,567,500 On February 3, 2023, Ms. Nicole Camacho, the Company’s then Chief Financial Officer, provided the Company notice of her resignation as an executive officer of the Company, effective February 24, 2023. Ms. Camacho informed the Company that she was resigning from the Company as an executive officer to pursue another opportunity and that her resignation was not the result of any disagreement relating to the Company’s operations, policies or practices. On February 6, 2023, the Board of Directors of the Company, appointed Carrie Gunnerson to the position of Interim Chief Financial Officer and Interim Principal Financial and Accounting Officer. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying successor financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of American (“U.S. GAAP”). |
Carve-out | Carve-out The accompanying predecessor financial statements for the period from January 1, 2021 through October 14, 2021 have been prepared in accordance U.S GAAP from the financial statements and accounting records of Twin Vee PowerCats, Co. using the historical results of operations and historical cost basis of the assets and liabilities of Twin Vee PowerCats, Co. that comprise its electric segment of which Forza is the successor. These financial statements have been prepared solely to demonstrate its historical results of operations, financial position, and cash flows for the indicated periods under Twin Vee’s management. The accompanying predecessor financial statements include the assets, liabilities, revenues, and expenses that are specifically identifiable or allocable to the electric segment of Twin Vee. The segment’ operations were dependent upon Twin Vee’ ability to perform these services and support functions. The costs associated with these services and support functions (indirect costs) have been allocated on a basis of estimated utilization levels of these services. The allocations related primarily to corporate administrative expenses, employee related costs, legal services, accounting, human resources, and other corporate services. Management believes the assumptions and allocations underlying the financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocation have been determined on a basis considered by Twin Vee to be a reasonable reflection of the utilization of services provided to or the benefit received by the predecessor electric segment of Twin Vee during the periods presented relative to the total costs incurred by Twin Vee. However, the amounts recorded for these transactions are not necessarily representative of the amount that would have been reflected in the financial statements had the business been an entity that operated independently of Twin Vee. Consequently, future results of operations Forza will include costs and expenses that may be materially different than these historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not indicative of Forza X1’s future results of operations, financial position, and cash flow. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP required management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets. |
Common Stock Split | Common Stock Split On July 22, 2022, the Company filed an amendment to its certificate of incorporation affecting a 1.076923077 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. Cash equivalents was $ 12,767,199 1,803,285 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from three to seven years. Upon sale or retirement, the cost and related accumulated depreciation is eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows. |
Research and Development | Research and Development Research and development costs are expensed when incurred. Such costs approximated $ 957,220 150,020 61,091 |
Advertising Costs | Advertising Costs Advertising and marketing costs are expensed as incurred. Such costs approximated $ 11,177 7,129 0 |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments is recognized on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation costs for its restricted stock and restricted stock units, measured at the fair value of each award at the time of grant, as an expense over the period during which an employee is required to provide service. Compensation cost is recognized over the service period for the fair value of awards that vest. |
Income Taxes | Income Taxes The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code. All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements. In accordance with U.S GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes. At December 31, 2022 and 2021, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements. The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. Recent Accounting Pronouncements All newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment December 31, December 31, 2022 2021 Building - construction in progress 10,031 53,250 Equipment 59,806 — Computer hardware and software 37,016 8,998 Software and website development 35,572 — Prototype 142,526 142,525 Molds and Fixtures 528,966 34,000 813,917 238,773 Less accumulated depreciation (48,511 ) (3,208 ) $ 765,406 $ 235,565 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of condensed balance sheet | Schedule of condensed balance sheet December 31, December 31, 2022 2021 Operating lease ROU asset $ 162,069 $ — December 31, December 31, 2022 2021 Operating lease liabilities: Current portion $ 86,245 $ — Non-current portion 68,532 — Total lease liabilities $ 154,777 $ — |
Schedule of future minimum lease payments | Schedule of future minimum lease payments 2023 $ 91,102 2024 61,937 Total lease payment $ 153,039 |
Schedule of operating lease cost | Schedule of operating lease cost December 31, 2022 Weighted average discount rate 4 % Weighted average remaining lease term (years) 1.71 December 31, 2022 Operating lease cost $ 30,067 Total lease cost $ 30,067 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Schedule of accrued liabilities December 31, December 31, 2022 2021 Accrued wages and benefits $ 56,581 $ 16,090 Accrued operating expenses 36,186 $ 13,007 Other — $ 6,031 Total $ 92,767 $ 35,128 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of assumptions | Schedule of assumptions Year ended December 31, 2022 Expected term 5 Expected average volatility 112 115 % Expected dividend yield — Risk-free interest rate 2.98 3.62 % |
Schedule of stock option activity | Schedule of stock option activity Options Outstanding Weighted Average Number of Weighted Average Remaining life Fair value of Options Exercise Price (years) option Outstanding, December 31, 2021 — $ — — $ — Granted 1,441,500 3.41 9.77 4,009,913 Exercised — — Forfeited/canceled — — — — Outstanding, December 31, 2022 1,441,500 $ 3.41 9.77 $ 4,009,913 Exercisable options, December 31, 2022 117,986 $ 5.00 9.77 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, December 31, 2022 2021 Non-operating loss carryforward $ 532,000 $ — Valuation allowance (532,000 ) — Net deferred tax asset $ — $ — |
Schedule of income tax expense | Schedule of income tax expense December 31, December 31, 2022 2021 Tax at federal statutory rate 21 % 21 % Tax at state rate net of federal benefit 2 % 2 % Change in valuation allowance ( 23.0 )% ( 23.0 )% Provision for taxes 0.0 % 0.0 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Schedule of basic and diluted | Schedule of basic and diluted Successor Company Predecessor Company December 31, October 15-December 31, January 1 - October 14, 2022 2021 2021 Numerator for basic and diluted net loss per share: Net loss $ (3,630,081 ) $ (270,630 ) $ (186,921 ) Denominator: For basic net loss per share - weighted average common shares outstanding 8,332,735 7,000,000 7,000,000 Effect of dilutive stock options — — — For diluted net loss per share - weighted average common shares outstanding 8,332,735 7,000,000 7,000,000 Net loss per share -Basic: Net loss per share $ (0.44 ) $ (0.04 ) $ (0.03 ) Net loss per share - Diluted: Net loss per share $ (0.44 ) $ (0.04 ) $ (0.03 ) |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 22, 2022 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock split | 1.076923077 | |||
Cash and Cash Equivalents | $ 1,803,285 | $ 12,767,199 | ||
Successor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development costs | 150,020 | 957,220 | ||
Advertising and marketing costs | $ 7,129 | $ 11,177 | ||
Predecessor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development costs | $ 61,091 | |||
Advertising and marketing costs | $ 0 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 16, 2022 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cash and cash equivalents | $ 1,803,285 | $ 12,767,199 | ||
Working capital | 1,201,384 | 12,833,743 | ||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Initial public offering | $ 15,231,350 | |||
Successor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 270,630 | $ 3,630,081 | ||
Predecessor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 186,921 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 813,917 | $ 238,773 |
Less: accumulated depreciation | (48,511) | (3,208) |
Property and equipment, net | 765,406 | 235,565 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,031 | 53,250 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 59,806 | |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,016 | 8,998 |
Software And Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,572 | |
Prototype [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 142,526 | 142,525 |
Molds And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 528,966 | $ 34,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Successor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Depreciation expense | $ 3,075 | $ 59,965 | |
Predecessor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Depreciation expense | $ 133 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease ROU asset | $ 162,069 | |
Current portion | 86,245 | |
Non-current portion | 68,532 | |
Total | $ 154,777 |
Leases (Details 1)
Leases (Details 1) | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 91,102 |
2024 | 61,937 |
Total | $ 153,039 |
Leases (Details 2)
Leases (Details 2) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Weighted average discount rate | 4% |
Weighted average remaining lease term (years) | 1 year 8 months 15 days |
Operating lease cost | $ 30,067 |
Lease cost | $ 30,067 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Oct. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Treasury rate | $ 0.0033 | ||
Current base rent payment | $ 7,517 | $ 3,400 | |
Security deposit | $ 7,517 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued wages and benefits | $ 56,581 | $ 16,090 |
Accrued operating expenses | 36,186 | 13,007 |
Other | 6,031 | |
Total | $ 92,767 | $ 35,128 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Short term lease | $ 2,500 |
Selling, General and Administrative Expenses [Member] | |
Loss Contingencies [Line Items] | |
Lease expense | $ 10,000 |
Schedule of assumptions (Detail
Schedule of assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Expected term | 5 years |
Expected dividend yield | |
Minimum [Member] | |
Expected average volatility | 112% |
Risk-free interest rate | 2.98% |
Maximum [Member] | |
Expected average volatility | 115% |
Risk-free interest rate | 3.62% |
Schedule of stock option activi
Schedule of stock option activity (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of shares outstanding, beginning | shares | |
Weighted average exercise price outstanding, beginning | |
Fair value of option outstanding, beginning | $ | |
Granted | shares | 1,441,500 |
Weighted average exercise price, granted | $ 3.41 |
Weighted average remaining life granted | 9 years 9 months 7 days |
Fair value of option granted | $ 4,009,913 |
Exercised | shares | |
Weighted average exercise price, exercised | |
Number of option Forfeited/canceled | shares | |
Weighted average exercise price, forfeited | |
Fair value of option forfeited | |
Number of shares outstanding, ending | shares | 1,441,500 |
Weighted average exercise price outstanding, ending | $ 3.41 |
Weighted average remaining life | 9 years 9 months 7 days |
Fair value of option outstanding, ending | $ | $ 4,009,913 |
Exercisable options | shares | 117,986 |
Weighted average exercise price, exercisable options | $ 5 |
Weighted average remaining life exercisable | 9 years 9 months 7 days |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding warrants | 172,500 | |
Weighted-average exercise price | $ 6.25 | |
Expiration date | Aug. 16, 2027 | |
Warrant activity | $ 0 | |
Successor [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 458,346 | |
Equity Compensation Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares available for grant | 58,500 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 07, 2022 | Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Due to parrent | $ 641,917 | $ 169,851 | ||
Rent paid | $ 7,517 | 3,400 | ||
Repayment of advance | 1,099,468 | |||
Successor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Interest expense | $ 7,281 | $ 3,286 | ||
Interest rate | 6% | 6% | ||
Management fees description | the Company paid $5,000 monthly through August of 2021, and $6,800 monthly, thereafter for management fee associated with the use of shared management resources. The September 2022 agreement has a term of one year and will expire on August 31, 2023. | |||
Management fees | $ 15,000 | $ 67,200 | ||
Repayments of advances from parent | $ 690,625 | 612,740 | ||
Repayment of advance | 398,630 | |||
Capital contributions from parent | 2,000,000 | 500,000 | ||
Predecessor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Interest expense | $ 8,490 | |||
Interest rate | 6% | |||
Management fees | $ 45,000 | |||
Rent expense | $ 1,700 | 8,500 | $ 20,386 | |
Repayments of advances from parent | 349,922 | |||
Repayment of advance | 0 | |||
Capital contributions from parent |
Gain from Insurance Recovery (D
Gain from Insurance Recovery (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Successor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Disposal of asset | $ 0 | $ 0 | |
Insurance recovery | $ 0 | $ 0 | |
Predecessor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Disposal of asset | $ 190,252 | ||
Insurance recovery | $ 130,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Non-operating loss carryforward | $ 532,000 | |
Valuation allowance | (532,000) | |
Net deferred tax asset |
Income Tax (Details 1)
Income Tax (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | 21% | 21% |
Tax at state rate net of federal benefit | 2% | 2% |
Change in valuation allowance | 23% | 23% |
Provision for taxes | 0% | 0% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 532,000 | |
Economic loss carry forwards | $ 532,000 | |
Federal income tax rate | 21% | 21% |
State income tax rate | 2% | 2% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Oct. 14, 2021 | Dec. 31, 2022 | |
Successor [Member] | |||
Numerator for basic and diluted net loss per share: | |||
Net loss | $ (270,630) | $ (3,630,081) | |
Denominator: | |||
For basic net loss per share - weighted average common shares outstanding | 7,000,000 | 8,332,735 | |
Effect of dilutive stock options | |||
For diluted net loss per share - weighted average common shares outstanding | $ 7,000,000 | $ 8,332,735 | |
Net loss per share -Basic: | |||
Net loss per share | (0.04) | (0.44) | |
Net loss per share - Diluted: | |||
Net loss per share | $ (0.04) | $ (0.44) | |
Predecessor [Member] | |||
Numerator for basic and diluted net loss per share: | |||
Net loss | $ (186,921) | ||
Denominator: | |||
For basic net loss per share - weighted average common shares outstanding | 7,000,000 | ||
Effect of dilutive stock options | |||
For diluted net loss per share - weighted average common shares outstanding | $ 7,000,000 | ||
Net loss per share -Basic: | |||
Net loss per share | (0.03) | ||
Net loss per share - Diluted: | |||
Net loss per share | $ (0.03) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock shares issued | 10,450,000 | 7,000,000 | |
Forecast [Member] | |||
Common stock shares issued | 1,567,500 |