Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ASSET ENTITIES INC. | ||
Entity Central Index Key | 0001920406 | ||
Entity File Number | 001-41612 | ||
Entity Tax Identification Number | 88-1293236 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 6,898,619.76 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 100 Crescent Ct | ||
Entity Address, Address Line Two | 7th Floor | ||
Entity Address, City or Town | Dallas | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75201 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (214) | ||
Local Phone Number | 459-3117 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class B Common Stock, $0.0001 par value per share | ||
Trading Symbol | ASST | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,532,029 | ||
Class B Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,892,381 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WWC, P.C. |
Auditor Firm ID | 1171 |
Auditor Location | San Mateo, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 2,924,323 | $ 137,177 |
Prepaid expenses | 38,681 | |
Deferred offering costs | 235,844 | |
Total Current Assets | 2,963,004 | 373,021 |
Non-Current Assets | ||
Property and equipment, net | 12,825 | |
Intangible asset | 100,000 | |
Total Non-Current Assets | 112,825 | |
TOTAL ASSETS | 3,075,829 | 373,021 |
Current Liabilities | ||
Accounts payable and credit card liability | 150,096 | 214,590 |
Contract liabilities | 3,445 | 4,648 |
Total Current Liabilities | 153,541 | 219,238 |
TOTAL LIABILITIES | 153,541 | 219,238 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred Stock; $0.0001 par value, 50,000,000 authorized | ||
Common Stock Value | ||
Treasury Stock, at cost: Class B Common Stock - 250,000 and 0 shares, respectively | (176,876) | |
Additional paid in capital | 8,656,036 | 779,826 |
Accumulated deficit | (5,558,315) | (627,118) |
TOTAL STOCKHOLDERS’ EQUITY | 2,922,288 | 153,783 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,075,829 | 373,021 |
Class A Common Stock | ||
Stockholders’ Equity | ||
Common Stock Value | 839 | 839 |
Class B Common Stock | ||
Stockholders’ Equity | ||
Common Stock Value | $ 604 | $ 236 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,385,276 | 8,385,276 |
Common stock, shares outstanding | 8,385,276 | 8,385,276 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 190,000,000 | 190,000,000 |
Common stock, shares issued | 6,039,134 | 2,364,724 |
Common stock, shares outstanding | 6,039,134 | 2,364,724 |
Treasury Stock, at cost Class B Common Stock | 250,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 277,038 | $ 343,106 |
Operating expenses | ||
Contract labor | 176,773 | 155,232 |
General and administrative | 2,183,155 | 462,971 |
Management compensation | 2,848,307 | 370,158 |
Total operating expenses | 5,208,235 | 988,361 |
Loss from operations | (4,931,197) | (645,255) |
Net loss | $ (4,931,197) | $ (645,255) |
Loss per share of common stock - basic (in Dollars per share) | $ (0.36) | $ (0.06) |
Weighted average number of shares of common stock outstanding - basic (in Shares) | 13,577,993 | 10,249,315 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Loss per share of common stock - diluted | $ (0.36) | $ (0.06) |
Weighted average number of shares of common stock outstanding - diluted | 13,577,993 | 10,249,315 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - USD ($) | Class A Common stock | Class B Common stock | Preferred Stock | Additional Paid in Capital | Subscription Receivable | Treasury Stock | Retained earnings (Accumulated Deficit) | Total |
Balance at Dec. 31, 2021 | $ 976 | $ 24 | $ 249,976 | $ (225,976) | $ 18,137 | $ 43,137 | ||
Balance (in Shares) at Dec. 31, 2021 | 9,756,000 | 244,000 | ||||||
Conversion from Class A to Class B common stock | $ (137) | $ 137 | ||||||
Conversion from Class A to Class B common stock (in Shares) | (1,370,724) | 1,370,724 | ||||||
Class B Common stock issued | $ 75 | 529,850 | 529,925 | |||||
Class B Common stock issued (in Shares) | 750,000 | |||||||
Subscription received | 225,976 | 225,976 | ||||||
Net loss | (645,255) | (645,255) | ||||||
Balance at Dec. 31, 2022 | $ 839 | $ 236 | 779,826 | (627,118) | 153,783 | |||
Balance (in Shares) at Dec. 31, 2022 | 8,385,276 | 2,364,724 | ||||||
Class B Common stock issued | $ 177 | 6,580,470 | 6,580,647 | |||||
Class B Common stock issued (in Shares) | 1,763,410 | |||||||
Class A and B Common stock issued for restricted stock awards | $ 191 | 1,295,740 | $ 1,295,931 | |||||
Class A and B Common stock issued for restricted stock awards (in Shares) | 1,911,000 | 1,911,000 | ||||||
Repurchase of Class B Common stock | (176,876) | $ (176,876) | ||||||
Net loss | (4,931,197) | (4,931,197) | ||||||
Balance at Dec. 31, 2023 | $ 839 | $ 604 | $ 8,656,036 | $ (176,876) | $ (5,558,315) | $ 2,922,288 | ||
Balance (in Shares) at Dec. 31, 2023 | 8,385,276 | 6,039,134 |
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 | $ (4,931,197) | $ (645,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,295,931 | |
Depreciation and amortization | 734 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (38,681) | |
Accounts payable and accrued expenses | (133,207) | 44,228 |
Contract liabilities | (1,203) | (1,802) |
Net cash used in operating activities | (3,807,623) | (602,829) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (13,559) | |
Purchase of intangible asset | (100,000) | |
Net cash used in Investing Activities | (113,559) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Class A common stock subscription proceeds received | 976 | |
Class B common stock subscription proceeds received, net | 6,885,204 | 754,925 |
Deferred offering costs | (49,626) | |
Reacquisition of shares | (176,876) | |
Net cash provided by financing activities | 6,708,328 | 706,275 |
Net change in cash | 2,787,146 | 103,446 |
Cash at beginning of year | 137,177 | 33,731 |
Cash at end of year | 2,924,323 | 137,177 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
NON CASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion from Class A to Class B common stock | $ 137 |
Organization, Description of Bu
Organization, Description of Business and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Description of Business and Liquidity [Abstract] | |
Organization, Description of Business and Liquidity | Note 1. Organization, Description of Business and Liquidity Organization Asset Entities Inc. (“Asset Entities”, “we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020. The consolidated financial statements reflect the operations of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc. On March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”). On March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B Common Stock. Description of Business Asset Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms. Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients under our “AE.360.DDM” brand. Our AE.360.DDM service was just released in December 2021. All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube. Liquidity The Company had an accumulated deficit of $5,558,315 at December 31, 2023, $2,924,323 in cash at December 31, 2023, and a net loss of $4,931,197 during the year ended December 31, 2023. However, the Company initiated a sale of 621,590 shares of common stock under its Amended and Restated Closing Agreement on March 27, 2024, and the Company intends to file a “shelf” registration statement and arrange for one or more financings to commence pursuant to such shelf registration statement shortly after it becomes effective. Based on the Company’s existing cash resources and the cash expected to be received from these financings, it is expected that the Company will have sufficient funds to carry out the Company’s planned operations through December 31, 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated 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. Consolidation The consolidated financial statements included Asset Equity LLC (“Asset Equity”) which is accounted for as a variable interest entity (“VIE”), because the Company is the primary beneficiary, as a result of the Company’s officers being responsible for 100% of the operations of Asset Equity, and the Company derived 100% of the net profits or losses from Asset Equity’s business operations. Through common control, the management of the Company had effective control over Asset Equity and had the power to direct the activities of Asset Equity that most significantly impact its economic performance. There were no restrictions on the consolidated VIE’s assets and on the settlement of its liabilities. Asset Equity LLC (“Asset Equity”) was a limited liability company organized in the state of Delaware on February 26, 2021 and dissolved on April 21, 2022. The co-founders of the Company, who were the managers of Asset Equity, formed Asset Equity for the purposes of setting up a separate bank account for revenues derived from the Discord server designated for cryptocurrency education. All intercompany transactions and balances have been eliminated on consolidation. 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. On April 21, 2022, the Company dissolved our VIE, Asset Equity LLC, and moved all operations to the Company. Use of Estimates The preparation of consolidated 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 consolidated 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. 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 cash equivalents at December 31, 2023 and 2022. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of December 31, 2023, was approximately $2.4 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. To measure expected credit losses, accounts receivable are grouped based on shared risk characteristics and days past due. Deferred Offering Costs As of December 31, 2022, deferred offering costs represent legal fees for preparation of any securities purchase agreements or current registration statement. The Company recorded these fees as a current asset that netted against gross proceeds received from any offering or placements. In February 2023, the Company issued common stock as initial public offering and netted offering cost as additional paid in capital. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis. Category Useful life Building 39 Machinery and Equipment 5-10 Office Equipment and Fixtures 5 Vehicle 8 The Company did not have any Building, Machinery and Equipment, and Vehicle as of December 31, 2023. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Intangible Assets Intangible assets acquired are recorded at fair value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. There were no intangible asset impairment charges in 2023 or 2022. Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years. Our finite-lived intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software. Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software. Intangible assets internally developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development stage. These costs include fees paid to third parties for development services and payroll costs for employees’ time spent developing the software. We expense costs incurred during the preliminary project stage and the post-implementation stage. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. Impairment of Long-lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its 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, deferred offering costs and contract liabilities, other current liabilities 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. Stock based compensation Service-Based Awards The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years. For restricted stock awards (“RSAs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. Share Repurchase Share repurchases are open market purchases. Share repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit. Revenue Recognition The Company recognizes revenue utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Subscriptions Subscription revenue is related to a single performance obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service period. Marketing Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks. AE.360.DDM Contracts Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week. Contract Liabilities Contract liabilities consist of quarterly and annual subscription revenue that have not been recognized. As of December 31, 2023 and 2022, total contract liabilities were $3,445 and $4,648, respectively. Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months. Earnings Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” The Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for warrants and options using the treasury stock method. As of December 31, 2023, dilutive potential common shares include outstanding warrants. Income Taxes As described in more detail in note 1, the business now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited liability company, or LLC, and that LLC was merged into the Company on March 28, 2022. Prior to that date, the partnership and the subsequent LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members. 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. Related Parties The Company follows ASC 850, “Related Party Disclosures” Commitments and Contingencies The Company follows ASC 450-20, “Loss Contingencies” 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. Recently adopted accounting standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead of determining a hypothetical purchase price allocation to measure goodwill impairment, the Company will compare the fair value of a reporting unit with its carrying amount. The update also includes a new requirement to disclose the amount of goodwill allocated to reporting units with zero or negative carrying amounts. The Company adopted ASU 2017-04 on January 1, 2023. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 3. Property and Equipment Property and equipment consisted of the following: December 31, December 31, 2023 2022 Office equipment $ 13,559 $ - Accumulated depreciation (734 ) - $ 12,825 $ - |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible Assets | Note 4. Intangible Assets Intangible assets consist of the following: December 31, December 31, 2023 2022 Intangible asset $ 100,000 $ - Less: Impairment - - $ 100,000 $ - |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 5. Stockholders’ Equity Authorized Capital Stock On March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”). On March 28, 2022, all 51,250,000 units of the previously outstanding membership interests were exchanged for 9,756,000 shares of Class A Common Stock and 244,000 shares of Class B Common Stock. Preferred Stock The Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company. Class A Common Stock Each share of Class A Common Stock entitles the holder to ten (10) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible by the holder into one (1) share of Class B Common Stock. As part of a share conversion in March 2022, the Company converted the 97.56% membership interest to 9,756,000 shares of Class A Common Stock of the Company. The Company has reflected this conversion for all periods presented. The Company had 8,385,276 shares of Class A Common Stock issued and outstanding as of December 31, 2023 and 2022. Class B Common Stock Each share of Class B Common Stock entitles the holder to one (1) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. Fiscal year 2023 On February 3, 2023, the Company closed an initial public offering of 1,500,000 shares of its class B common stock. The Company raised total gross proceeds of $7,500,000 in the offering, and after deducting $884,880 of underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the offering, the Company received net proceeds of $6,615,120. In October 2023, 263,410 shares of Class B Common Stock were sold to Triton Funds LP (“Triton”) for cash proceeds of $40,154, net of $30,687 in offering costs (see below for discussion of the purchase agreement). During the year ended December 31, 2023, the Company granted 1,911,000 shares of class B restricted stock awards under the 2022 Equity Incentive Plan (“2022 Plan”) to directors and executive officers, valued at $3,779,230. Fiscal year 2022 As part of the share conversion in March 2022, the Company converted the 2.44% membership interest to 244,000 shares of Class B Common Stock of the Company. The Company has reflected this conversion for all periods presented. On December 15, 2021, the Company issued 244,000 shares of Class B Common stock for $250,000. During the year ended December 31, 2022, the Company received $225,000. As of December 31, 2022, the Company recorded a subscription receivable of $0. On June 9, 2022, the Company issued 250,000 shares of Class B Common stock for $250,000 less issuance cost of $75,075. During October 2022, the Company issued 500,000 shares of Class B Common Stock to unaffiliated investors for $500,000, less issuance cost of $145,000. The Company had 5,939,134 and 2,364,724 shares of Class B Common Stock issued as of December 31, 2023 and 2022, respectively. The Company had 6,039,134 and 2,364,724 shares of Class B Common Stock issued as of December 31, 2023 and 2022, respectively. Treasury stock During the year ended December 31, 2023, the Company repurchase 250,000 shares of Class B Common stock at $176,876 and recorded as treasury stock as of December 31, 2023. Triton Purchase Agreement On June 30, 2023, the Company, entered into a Closing Agreement (the “Closing Agreement”) with Triton. Under the Closing Agreement, the Company agreed to sell to Triton shares of class B common stock, $0.0001 par value per share, of the Company (the “Class B Common Stock”), having a total value, as determined under the Amended and Restated Closing Agreement, of $1,000,000. On August 1, 2023, the Company and Triton entered into an Amended and Restated Closing Agreement (the “Amended and Restated Closing Agreement”). Subject to the terms of the Amended and Restated Closing Agreement, the Company may deliver a closing notice (the “Closing Notice”) and issue certain securities to Triton at any time on or before March 31, 2024, pursuant to which Triton will be obligated to purchase such securities of the Company with an aggregate value of $1,000,000 in the following manner. Upon delivery of the Closing Notice, Triton must purchase newly-issued shares of Class B Common Stock of the Company (the “Triton Shares”) in an amount equal to up to 9.99% of the outstanding shares of Class B Common Stock following such purchase, plus pre-funded warrants (the “Triton Pre-Funded Warrants” and together with the Triton Shares, the “Triton Securities”) that may be exercised to purchase an amount of newly-issued shares of Class B Common Stock (the “Triton Warrant Shares”), such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants together with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants will equal a total gross purchase price of $1,000,000. Upon the Company’s election to deliver the Closing Notice, the price of each of the Triton Shares will be set at 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five (5) business days before and five business days after the date of the Closing Notice. 2022 Equity Incentive Plan The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 2,750,000 shares. Awards that may be granted include: (a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance Awards. These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our Class B Common Stock and the award holder’s continuing service with us. The RSA shares to directors vest quarterly for one year from the date of grantee’s appointment as a director. The RSA shares to officers vest annually over three years from the grant date. RSA shares are measured at fair market value on the date of grant and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. For the year December 31, 2023, the Company recorded stock-based compensation expense As of December 31, 2023, there was $2,483,299 of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.09 years. Warrant In June and October 2022, the Company issued a total of 52,500 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock. The exercise price of warrants is $6.25 and expiration date is the date that is five years from the issuance date of each warrant. The Company accounted for these warrants as equity-classified instruments. On February 7, 2023, the Company issued 105,000 warrants exercisable into 105,000 shares of the Company’s Class B Common Stock which is equal to 7% of the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering. These warrants carry an exercise price of $6.25 per share, which is equal to 125% of the public offering price, subject to adjustment, the warrants also include a cashless exercise provision; these warrants may be exercised at any time for five years following the date of issuance. A summary of activity during the years ended December 31, 2023 and 2022, follows: Number of Weighted Average Weighted Outstanding, December 31, 2021 - $ - - Granted 52,500 6.25 5.00 Expired - - - Exercised - - - Outstanding, December 31, 2022 52,500 $ 6.25 4.68 Granted 105,000 6.25 5.00 Expired - - - Exercised - - - Outstanding, December 31, 2023 157,500 $ 6.25 3.97 All of the outstanding warrants are exercisable as of December 31, 2023. The intrinsic value of the warrants as of December 31, 2023, is $0. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income tax | Note 6. 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 2022. 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. During the year ended December 31, 2023, the Company has incurred a net operating loss (“NOL”) of $4,931,197. NOLs generated after December 31, 2017 can be carryforward indefinitely. A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2023 and 2022 is as follows: For the Years ended December 31, 2023 2022 Income tax expense (credit) at statutory rate $ (1,035,551 ) $ (135,504 ) Income tax adjustment Stock based compensation 272,146 - Change of valuation allowance 763,405 135,504 Income tax expense (credit) $ - $ - Net deferred tax assets consist of the following components as of: December 31, December 31, 2023 2022 Operating loss carry forward $ 898,909 $ 135,504 Valuation allowance (898,909 ) (135,504 ) Deferred tax asset $ - $ - |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition [Abstract] | |
Asset acquisition | Note 7. Asset acquisition On November 10, 2023, Asset Entities Inc., a Nevada corporation (the “Company”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ternary Inc., a Florida corporation (“Ternary FL”), Ternary Developments Inc., a Delaware corporation (“Ternary DE”), OptionsSwing Inc., a Florida corporation (“OSI,” and together with Ternary FL and Ternary DE, individually, a “Seller,” and collectively, the “Sellers”), and Jason Lee, the principal shareholder of each Seller (the “Shareholder”). Under the Asset Purchase Agreement, the Company agreed to purchase all of the Sellers’ right, title, and interest in and to substantially all of the assets and properties owned by the Sellers and used in connection with their business of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service that offers sales, service, marketing, and analytics for the payment of $100,000 in cash (the “Cash Consideration”), the issuance of 300,000 shares of Class B Common Stock, $0.0001 par value per share, of the Company (the “Stock Consideration”), and other good and valuable consideration as described herein. Pursuant to the Asset Purchase Agreement, on November 10, 2023, the Company paid the Sellers $100,000, issued 177,000 shares of the Stock Consideration to the Shareholder, and 123,000 shares of the Stock Consideration in the aggregate to three other designated individuals, and the Sellers and the Shareholder delivered title to all of the assets of the Sellers. The Stock Consideration is subject to vesting conditions for the two-year period following the grant date, subject to immediate vesting upon a change of control of the Company or certain other events. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events Management evaluated all events from the date of the balance sheet, which was December 31, 2023 through April 2, 2024 which was the date these consolidated financial statements were available to be issue. On March 27, 2024, the Company delivered a Closing Notice to Triton (the “Second Closing Notice”) for the purchase of 621,590 shares of Class B Common Stock (the “Second Triton Shares”), which was the amount of shares of Class B Common Stock remaining under the registration statement. The price of each of the Second Triton Shares is required to be set at 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the closing of the purchase of the Second Triton Shares (the “Second Triton Closing”). The Second Triton Closing is required to occur within five business days after the delivery of the Second Triton Shares to Triton. In connection with the Second Triton Closing, pursuant to its engagement letter with Boustead Securities, LLC (“Boustead”), dated November 29, 2021, and the underwriting agreement, dated February 2, 2023, with Boustead, the Company will pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the aggregate purchase price for the Second Triton Shares. In addition, the Company will issue a warrant to Boustead for the purchase of 43,511 shares of Class B Common Stock, equal to 7% of the number of the Second Triton Shares, with an exercise price equal to the purchase price per share of the Second Triton Shares. Under a Third Amendment to Amended and Restated Closing Agreement (the “Third Triton Amendment”), dated as of March 29, 2024, the Company and Triton agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement will expire on April 30, 2024, instead of March 31, 2024. The Third Triton Amendment did not amend any of the other provisions of the Amended A&R Closing Agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (4,931,197) | $ (645,255) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated 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. |
Consolidation | Consolidation The consolidated financial statements included Asset Equity LLC (“Asset Equity”) which is accounted for as a variable interest entity (“VIE”), because the Company is the primary beneficiary, as a result of the Company’s officers being responsible for 100% of the operations of Asset Equity, and the Company derived 100% of the net profits or losses from Asset Equity’s business operations. Through common control, the management of the Company had effective control over Asset Equity and had the power to direct the activities of Asset Equity that most significantly impact its economic performance. There were no restrictions on the consolidated VIE’s assets and on the settlement of its liabilities. Asset Equity LLC (“Asset Equity”) was a limited liability company organized in the state of Delaware on February 26, 2021 and dissolved on April 21, 2022. The co-founders of the Company, who were the managers of Asset Equity, formed Asset Equity for the purposes of setting up a separate bank account for revenues derived from the Discord server designated for cryptocurrency education. All intercompany transactions and balances have been eliminated on consolidation. 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. On April 21, 2022, the Company dissolved our VIE, Asset Equity LLC, and moved all operations to the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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. |
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 cash equivalents at December 31, 2023 and 2022. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of December 31, 2023, was approximately $2.4 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. To measure expected credit losses, accounts receivable are grouped based on shared risk characteristics and days past due. |
Deferred Offering Costs | Deferred Offering Costs As of December 31, 2022, deferred offering costs represent legal fees for preparation of any securities purchase agreements or current registration statement. The Company recorded these fees as a current asset that netted against gross proceeds received from any offering or placements. In February 2023, the Company issued common stock as initial public offering and netted offering cost as additional paid in capital. |
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis. Category Useful life Building 39 Machinery and Equipment 5-10 Office Equipment and Fixtures 5 Vehicle 8 The Company did not have any Building, Machinery and Equipment, and Vehicle as of December 31, 2023. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Intangible Assets | Intangible Assets Intangible assets acquired are recorded at fair value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. There were no intangible asset impairment charges in 2023 or 2022. Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years. Our finite-lived intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software. Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software. Intangible assets internally developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development stage. These costs include fees paid to third parties for development services and payroll costs for employees’ time spent developing the software. We expense costs incurred during the preliminary project stage and the post-implementation stage. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. |
Impairment of Long-lived Assets Other Than Goodwill | Impairment of Long-lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its 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, deferred offering costs and contract liabilities, other current liabilities 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. |
Stock based compensation | Stock based compensation Service-Based Awards The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years. For restricted stock awards (“RSAs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant. Share Repurchase Share repurchases are open market purchases. Share repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. Subscriptions Subscription revenue is related to a single performance obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service period. Marketing Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks. AE.360.DDM Contracts Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week. |
Contract Liabilities | Contract Liabilities Contract liabilities consist of quarterly and annual subscription revenue that have not been recognized. As of December 31, 2023 and 2022, total contract liabilities were $3,445 and $4,648, respectively. Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months. |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share” The Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for warrants and options using the treasury stock method. As of December 31, 2023, dilutive potential common shares include outstanding warrants. |
Income Taxes | Income Taxes As described in more detail in note 1, the business now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited liability company, or LLC, and that LLC was merged into the Company on March 28, 2022. Prior to that date, the partnership and the subsequent LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members. 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. |
Related Parties | Related Parties “Related Party Disclosures” |
Commitments and Contingencies | Commitments and Contingencies “Loss Contingencies” |
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. |
Recently adopted accounting standards | Recently adopted accounting standards In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead of determining a hypothetical purchase price allocation to measure goodwill impairment, the Company will compare the fair value of a reporting unit with its carrying amount. The update also includes a new requirement to disclose the amount of goodwill allocated to reporting units with zero or negative carrying amounts. The Company adopted ASU 2017-04 on January 1, 2023. The adoption of ASU 2017-04 did not have a material impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment are Stated at Cost Less Accumulated Depreciation and Impairment Loss | Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis. Category Useful life Building 39 Machinery and Equipment 5-10 Office Equipment and Fixtures 5 Vehicle 8 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: December 31, December 31, 2023 2022 Office equipment $ 13,559 $ - Accumulated depreciation (734 ) - $ 12,825 $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, December 31, 2023 2022 Intangible asset $ 100,000 $ - Less: Impairment - - $ 100,000 $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Warrants Activities | A summary of activity during the years ended December 31, 2023 and 2022, follows: Number of Weighted Average Weighted Outstanding, December 31, 2021 - $ - - Granted 52,500 6.25 5.00 Expired - - - Exercised - - - Outstanding, December 31, 2022 52,500 $ 6.25 4.68 Granted 105,000 6.25 5.00 Expired - - - Exercised - - - Outstanding, December 31, 2023 157,500 $ 6.25 3.97 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Consolidated Statements of Operations | A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and the income tax net expense included in the consolidated statements of operations for the year ended December 31, 2023 and 2022 is as follows: For the Years ended December 31, 2023 2022 Income tax expense (credit) at statutory rate $ (1,035,551 ) $ (135,504 ) Income tax adjustment Stock based compensation 272,146 - Change of valuation allowance 763,405 135,504 Income tax expense (credit) $ - $ - |
Schedule of Net Deferred Tax Assets | Net deferred tax assets consist of the following components as of: December 31, December 31, 2023 2022 Operating loss carry forward $ 898,909 $ 135,504 Valuation allowance (898,909 ) (135,504 ) Deferred tax asset $ - $ - |
Organization, Description of _2
Organization, Description of Business and Liquidity (Details) - USD ($) | 12 Months Ended | |||||
Mar. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 10, 2023 | Jun. 30, 2023 | Mar. 09, 2022 | |
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Shares authorized | 50,000,000 | 50,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Accumulated deficit (in Dollars) | $ (5,558,315) | $ (627,118) | ||||
Cash (in Dollars) | 2,924,323 | 137,177 | $ 100,000 | |||
Net loss (in Dollars) | $ (4,931,197) | (645,255) | ||||
Purchase of second triton shares | 621,590 | |||||
Preferred Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Net loss (in Dollars) | ||||||
Class A Common Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Outstanding membership interests | 51,250,000 | |||||
Conversion of units | 9,756,000 | |||||
Class B Common Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 190,000,000 | 190,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Conversion of units | 244,000 | |||||
Asset Entities Inc. [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Aggregate number of shares authorized | 250,000,000 | |||||
Outstanding membership interests | 51,250,000 | |||||
Asset Entities Inc. [Member] | Preferred Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 50,000,000 | |||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | |||||
Asset Entities Inc. [Member] | Class A Common Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 10,000,000 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Conversion of units | 9,756,000 | |||||
Asset Entities Inc. [Member] | Class B Common Stock [Member] | ||||||
Organization, Description of Business and Liquidity [Line Items] | ||||||
Shares authorized | 190,000,000 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Conversion of units | 244,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Asset equity percentage | 100% | |
Net profits or losses percentage | 100% | |
Insured limit per institution | $ 250,000 | |
Excess of FDIC amount | 2,400,000 | |
Accounts receivable | 0 | $ 5,000 |
Allowance for doubtful accounts | 0 | 5,000 |
Total contract liabilities | 3,445 | 4,648 |
Management fees paid | $ 2,848,307 | $ 370,158 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment are Stated at Cost Less Accumulated Depreciation and Impairment Loss | Dec. 31, 2023 |
Building [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Proprety and Equipment Useful Life | 39 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Proprety and Equipment Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Proprety and Equipment Useful Life | 10 years |
Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Proprety and Equipment Useful Life | 5 years |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Proprety and Equipment Useful Life | 8 years |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Property and Equipment [Abstract] | ||
Office equipment | $ 13,559 | |
Accumulated depreciation | (734) | |
Property and equipment, net | $ 12,825 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Intangible Assets [Abstract] | ||
Intangible asset | $ 100,000 | |
Less: Impairment | ||
Total | $ 100,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2024 | Oct. 31, 2023 | Aug. 01, 2023 | Feb. 07, 2023 | Feb. 03, 2023 | Mar. 28, 2022 | Oct. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 10, 2023 | Jun. 30, 2023 | Jun. 09, 2022 | Mar. 09, 2022 | Dec. 15, 2021 | |
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Shares issued | 263,410 | |||||||||||||||
Initial public offering | 1,500,000 | |||||||||||||||
Underwriting discounts and commissions (in Dollars) | $ 884,880 | |||||||||||||||
Net proceeds (in Dollars) | 6,615,120 | |||||||||||||||
Cash proceeds (in Dollars) | $ 40,154 | |||||||||||||||
Offering costs (in Dollars) | $ 30,687 | |||||||||||||||
Shares of class B restricted stock awards | 1,911,000 | |||||||||||||||
Granted value (in Dollars) | $ 1,295,931 | |||||||||||||||
Common stock shares issued | 2,364,724 | |||||||||||||||
Shares received (in Dollars) | $ 225,000 | |||||||||||||||
Subscription receivable (in Dollars) | 0 | |||||||||||||||
Common stock value issued (in Dollars) | $ 1,000,000 | |||||||||||||||
Common stock shares outstanding | 6,039,134 | |||||||||||||||
Outstanding shares percentage | 9.99% | |||||||||||||||
Gross purchase price (in Dollars) | $ 1,000,000 | |||||||||||||||
Weighted average price percentage | 85% | |||||||||||||||
Stock-based compensation expense (in Dollars) | $ 1,295,931 | |||||||||||||||
Recognized over weighted-average period | 2 years 1 month 2 days | |||||||||||||||
Warrants issued | 105,000 | |||||||||||||||
2022 Equity Incentive Plan [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Granted shares | 2,750,000 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Shares of class B restricted stock awards | ||||||||||||||||
Granted value (in Dollars) | ||||||||||||||||
NEVADA | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Aggregate number of shares authorized | 250,000,000 | |||||||||||||||
NEVADA | Preferred Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Exercise price (in Dollars per share) | $ 6.25 | $ 6.25 | $ 6.25 | |||||||||||||
Expiration date | 5 years | 5 years | ||||||||||||||
Public offering price percentage | 125% | |||||||||||||||
Intrinsic value (in Dollars) | $ 0 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Previously outstanding membership interests | 51,250,000 | |||||||||||||||
Shares exchanged | 9,756,000 | |||||||||||||||
Percentage of membership interest | 97.56% | |||||||||||||||
Shares issued | 9,756,000 | |||||||||||||||
Common stock shares issued | 8,385,276 | 8,385,276 | ||||||||||||||
Common stock shares outstanding | 8,385,276 | 8,385,276 | ||||||||||||||
Common stock value issued (in Dollars) | $ 839 | $ 839 | ||||||||||||||
Class A Common Stock [Member] | NEVADA | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 10,000,000 | |||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 190,000,000 | 190,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Shares exchanged | 244,000 | |||||||||||||||
Percentage of membership interest | 2.44% | |||||||||||||||
Shares issued | 244,000 | 250,000 | ||||||||||||||
Common stock shares issued | 6,039,134 | 2,364,724 | ||||||||||||||
Common stock shares outstanding | 6,039,134 | 2,364,724 | ||||||||||||||
Gross proceeds (in Dollars) | $ 7,500,000 | |||||||||||||||
Common stock shares issued | 500,000 | 5,939,134 | 2,364,724 | 244,000 | ||||||||||||
Common stock issuance cost (in Dollars) | $ 145,000 | $ 75,075 | $ 250,000 | |||||||||||||
Common stock value issued (in Dollars) | $ 604 | $ 236 | $ 250,000 | |||||||||||||
Unaffiliated investors (in Dollars) | $ 500,000 | |||||||||||||||
Common stock shares outstanding | 5,939,134 | 2,364,724 | ||||||||||||||
Repurchase shares | 250,000 | |||||||||||||||
Treasury stock (in Dollars) | $ 176,876 | |||||||||||||||
Warrants issued | 105,000 | |||||||||||||||
Aggregate shares percentage | 7% | |||||||||||||||
Class B Common Stock [Member] | NEVADA | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Common stock, shares authorized | 190,000,000 | |||||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||||||||||||
Class B Common Stock [Member] | Warrant [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Warrants issued | 52,500 | 52,500 | ||||||||||||||
Forecast [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Purchase securities (in Dollars) | $ 1,000,000 | |||||||||||||||
RSA [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Shares vested | 196,000 | |||||||||||||||
Stock-based compensation expense (in Dollars) | $ 2,483,299 | |||||||||||||||
Directors and Officers [Member] | Class B Common Stock [Member] | ||||||||||||||||
Stockholders’ Equity [Line Items] | ||||||||||||||||
Granted value (in Dollars) | $ 3,779,230 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Warrants Activities - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Warrants as Equity Classified Instruments [Line Items] | ||
Number of shares, Outstanding Beginning | 52,500 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 6.25 | |
Weighted Average Life (years), Outstanding Beginning | ||
Number of shares, Granted | 105,000 | 52,500 |
Weighted Average Exercise Price, Granted | $ 6.25 | $ 6.25 |
Weighted Average Life (years), Granted | 5 years | 5 years |
Number of shares, Expired | ||
Weighted Average Exercise Price, Expired | ||
Weighted Average Life (years), Expired | ||
Number of shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Weighted Average Life (years), Exercised | ||
Number of shares, Outstanding Ending | 157,500 | 52,500 |
Weighted Average Exercise Price, Outstanding Ending | $ 6.25 | $ 6.25 |
Weighted Average Life (years), Outstanding Ending | 3 years 11 months 19 days | 4 years 8 months 4 days |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Abstract] | ||
Net operating loss (in Dollars) | $ 4,931,197 | |
Federal income tax rate, percentage | 21% | 21% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Consolidated Statements of Operations [Abstract] | ||
Income tax expense (credit) at statutory rate | $ (1,035,551) | $ (135,504) |
Income tax adjustment | ||
Stock based compensation | 272,146 | |
Change of valuation allowance | 763,405 | 135,504 |
Income tax expense (credit) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Net Deferred Tax Assets [Abstract] | ||
Operating loss carry forward | $ 898,909 | $ 135,504 |
Valuation allowance | (898,909) | (135,504) |
Deferred tax asset |
Asset Acquisition (Details)
Asset Acquisition (Details) - USD ($) | Nov. 10, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 15, 2021 |
Asset Acquisition [Line Items] | ||||||
Payment of cash (in Dollars) | $ 100,000 | $ 2,924,323 | $ 137,177 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Stock consideration value (in Dollars) | $ 100,000 | |||||
Issued shares | 2,364,724 | |||||
Shares of stock consideration | 123,000 | |||||
Asset Entities Inc [Member] | ||||||
Asset Acquisition [Line Items] | ||||||
Issued shares | 177,000 | |||||
Class B Common Stock [Member] | ||||||
Asset Acquisition [Line Items] | ||||||
Issuance of common stock | 300,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Issued shares | 5,939,134 | 2,364,724 | 500,000 | 244,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Mar. 27, 2024 shares |
Subsequent Events [Line Items] | |
Purchase of second triton shares (in Shares) | 621,590 |
Percentage of triton shares | 85% |
Percentage of boustead fee | 7% |
Percentage of non-accountable expense allowance | 1% |
Boustead purchase shares (in Shares) | 43,511 |
Percentage of number of second triton | 7% |