Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-41701 | ||
Entity Registrant Name | SACKS PARENTE GOLF, INC. | ||
Entity Central Index Key | 0001934245 | ||
Entity Tax Identification Number | 82-4938288 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 551 Calle San Pablo | ||
Entity Address, City or Town | Camarillo | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 93012 | ||
City Area Code | (855) | ||
Local Phone Number | 774-7888 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | SPGC | ||
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 | $ 11,204,000 | ||
Entity Common Stock, Shares Outstanding | 14,595,870 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 5,338,000 | $ 147,000 |
Restricted cash | 24,000 | |
Accounts receivable | 53,000 | 2,000 |
Inventory, net of reserve for obsolescence of $98,000 and $73,000, respectively | 248,000 | 142,000 |
Prepaid expenses and other current assets | 196,000 | 16,000 |
Total Current Assets | 5,835,000 | 331,000 |
Property and equipment, net | 379,000 | 122,000 |
Right-of-use asset, net | 65,000 | 22,000 |
Deferred software licensing agreement | 110,000 | |
Deferred offering costs | 230,000 | |
Deposits | 5,000 | 5,000 |
Total Assets | 6,394,000 | 710,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 401,000 | 97,000 |
Accrued payroll to executives | 1,095,000 | |
Lease liability, current | 31,000 | 17,000 |
Deferred software licensing obligation | 41,000 | |
Equipment purchase obligation | 15,000 | |
Loans payable – related parties | 537,000 | |
Notes payable | 384,000 | |
Customer deposits | 2,000 | 21,000 |
Total Current Liabilities | 475,000 | 2,166,000 |
Software licensing fee obligation, net of current | 95,000 | |
Lease liability, net of current | 34,000 | 6,000 |
Total Liabilities | 604,000 | 2,172,000 |
Common stock subject to possible redemption (561,375 shares at redemption price of $1.07) at December 31, 2022 | 420,000 | |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficiency): | ||
Preferred stock $.01 par value, 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.01 par value, 45,000,000 shares authorized, 14,595,870 and 10,784,495, shares issued and outstanding, respectively, excluding 561,375 shares subject to possible redemption at December 31, 2022 | 146,000 | 108,000 |
Additional paid-in-capital | 15,961,000 | 3,702,000 |
Accumulated deficit | (10,317,000) | (5,692,000) |
Total Stockholders’ Equity (Deficiency) | 5,790,000 | (1,882,000) |
Total Liabilities and Stockholders’ Equity (Deficiency) | $ 6,394,000 | $ 710,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Reserve for obsolescence | $ 98,000 | $ 73,000 |
Redemption of shares | 561,375 | |
Redemption value per share | $ 1.07 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 14,595,870 | 10,784,495 |
Common stock, shares outstanding | 14,595,870 | 10,784,495 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Sales | $ 349,000 | $ 190,000 |
Cost of goods sold | 227,000 | 110,000 |
Gross profit | 122,000 | 80,000 |
Operating expenses: | ||
Selling, general and administrative expense | 4,497,000 | 2,874,000 |
Research and development expense | 258,000 | 73,000 |
Total operating expenses | 4,755,000 | 2,947,000 |
Loss from operations | (4,633,000) | (2,867,000) |
Loss on extinguishment of debt | (574,000) | |
Interest income (expense), net | 8,000 | (64,000) |
Net Loss | $ (4,625,000) | $ (3,505,000) |
Loss per share, basic | $ (0.38) | $ (0.34) |
Loss per share, dilued | $ (0.38) | $ (0.34) |
Weighted average number of shares outstanding, basic | 12,237,395 | 10,433,820 |
Weighted average number of shares outstanding, diluted | 12,237,395 | 10,433,820 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficiency) - USD ($) | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 92,000 | $ 150,000 | $ 508,000 | $ (2,187,000) | $ (1,437,000) |
Balance, shares at Dec. 31, 2021 | 9,170,760 | 133,371 | |||
Vesting of restricted stock | $ 25,000 | 25,000 | |||
Vesting of restricted stock, shares | 25,000 | ||||
Vesting of options | 1,383,000 | 1,383,000 | |||
Modification of equity awards | $ 1,000 | $ (175,000) | 202,000 | 28,000 | |
Modification of equity awards, shares | 95,870 | (158,371) | |||
Shares issued on conversion of convertible debt | $ 15,000 | 1,609,000 | 1,624,000 | ||
Shares issued on conversion of convertible debt, shares | 1,517,865 | ||||
Net Loss | (3,505,000) | (3,505,000) | |||
Balance at Dec. 31, 2022 | $ 108,000 | 3,702,000 | (5,692,000) | (1,882,000) | |
Balance, shares at Dec. 31, 2022 | 10,784,495 | ||||
Vesting of options | 443,000 | 443,000 | |||
Net Loss | (4,625,000) | (4,625,000) | |||
Shares issued for services | 225,000 | 225,000 | |||
Shares issued for services. shares | 50,000 | ||||
Proceeds from private sale of common stock | $ 6,000 | 594,000 | 600,000 | ||
Proceeds from private sale of common stock, shares | 561,375 | ||||
Proceeds from public sale of common stock, net of expenses | $ 32,000 | 10,997,000 | 11,029,000 | ||
Proceeds from public sale of common stock, net of expenses, shares | 3,200,000 | ||||
Balance at Dec. 31, 2023 | $ 146,000 | $ 15,961,000 | $ (10,317,000) | $ 5,790,000 | |
Balance, shares at Dec. 31, 2023 | 14,595,870 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (4,625,000) | $ (3,505,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 32,000 | 11,000 |
Amortization | 26,000 | |
Change in reserve for inventory obsolescence | 25,000 | (36,000) |
Vesting of options | 443,000 | 1,383,000 |
Vesting of restricted stock | 25,000 | |
Modification of equity awards | 28,000 | |
Loss on extinguishment of debt | 574,000 | |
Shares issued for services | 225,000 | |
Changes in ROU asset | 30,000 | 12,000 |
Accrued interest | 63,000 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (51,000) | 9,000 |
Inventory | (131,000) | (62,000) |
Prepaids and other current assets | (180,000) | 4,000 |
Deposits | (1,000) | |
Accounts payable and accrued expenses | 304,000 | 88,000 |
Accrued payroll to officers | (1,095,000) | 615,000 |
Lease liability | (31,000) | (11,000) |
Customer deposits | (19,000) | 18,000 |
Net cash used in operating activities | (5,047,000) | (785,000) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (289,000) | (75,000) |
Net cash used in investing activities | (289,000) | (75,000) |
Cash Flows from Financing Activities | ||
Payment of equipment purchase obligation | (15,000) | (43,000) |
Deferred offering costs | 230,000 | (230,000) |
Proceeds from private sale of common stock subject to possible redemption | 180,000 | 420,000 |
Proceeds from public sale of common stock, net | 11,029,000 | |
Proceeds from notes payable | 61,000 | 350,000 |
Repayment of notes payable | (445,000) | |
Proceeds from loans payable – related party | 20,000 | 200,000 |
Repayment of loans payable – related party | (557,000) | |
Proceeds from convertible debt obligations | 150,000 | |
Net cash provided by financing activities | 10,503,000 | 847,000 |
Net increase (decrease) in cash | 5,167,000 | (13,000) |
Cash and cash equivalents and restricted cash beginning of period | 171,000 | 184,000 |
Cash and cash equivalents and restricted cash end of period | 5,338,000 | 171,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common shares issued on conversion of convertible debt obligations | 1,624,000 | |
New right of use asset and lease liability | 73,000 | 34,000 |
Recording of deferred software licensing agreement | 136,000 | |
Property and equipment purchased with debt | 58,000 | |
Reclass of common stock subject to redemption to equity | $ 420,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (4,625,000) | $ (3,505,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
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 |
OPERATIONS AND LIQUIDITY
OPERATIONS AND LIQUIDITY | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OPERATIONS AND LIQUIDITY | NOTE 1 – OPERATIONS AND LIQUIDITY Sacks Parente Golf, Inc. (“we,” the “Company” or “SPG”) was formed in 2018 as Sacks Parente Golf Company, LLC, a Delaware limited liability company. On March 18, 2022 the Company converted into a Delaware corporation named Sacks Parente Golf, Inc. Pursuant to our Plan of Conversion, on March 18, 2022, all of the outstanding ownership interests in Sacks Parente Golf Company, LLC, and rights to receive such interest were converted into and exchanged for shares of capital stock of Sacks Parente Golf, Inc. The Company retroactively reflected the conversion as of the earliest periods presented herein. Sacks Parente Golf, Inc. is a technology-forward golf company, with a growing portfolio of golf products, including putting instruments, golf shafts, golf grips, and other golf-related products. In consideration of its growth opportunities in shaft technologies, in April of 2022, the Company expanded its manufacturing business to include advanced premium golf shafts by opening a new shaft manufacturing facility in St. Joseph, MO. It is the Company’s intent to manufacture and assemble substantially all products in the United States. The Company anticipates expansion into golf apparel and other golf-related product lines to enhance its growth. The Company’s future expansions may include broadening its offerings through mergers, acquisitions or internal developments of product lines that are complementary to its premium brand. The Company currently sells its products through resellers, the Company’s websites, and distributors in the United States, Japan, and South Korea. Going Concern and Liquidity The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2023, the Company incurred a net loss of $ 4,625,000 5,047,000 During the year ended December 31, 2023, the Company closed its initial public offering (“IPO”) and received $ 11,029,000 5,338,000 600,000 5,790,000 The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing, or grant unfavorable terms in licensing future licensing agreements. Nasdaq Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On December 5, 2023, the Company received a written notice (the “Notice”) from the NASDAQ Stock Market LLC (“Nasdaq”) that the Company has not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until June 3, 2024, to regain compliance with the minimum closing bid price requirement. If the Company does not regain compliance during the compliance period ending June 3, 2024, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify for the second compliance period, the Company must (i) meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum closing bid price requirement, and (ii) notify Nasdaq of its intent to cure the deficiency. The Company can achieve compliance with the minimum closing bid price requirement if, during either compliance period, the minimum closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days. The Company anticipates that its shares of common stock will continue to be listed and traded on the Nasdaq Capital Market during the compliance period(s). The Company plans to carefully assess potential actions to regain compliance. However, the Company may be unable to regain compliance with the minimum closing bid price requirement during the compliance period(s), in which case the Company anticipates Nasdaq would provide a notice to the Company that its shares of common stock are subject to delisting, and the Company’s common shares would thereupon be delisted. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term and tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions made in valuing stock instruments issued for services. Cash and Cash Equivalents The Company’s cash consists of cash on deposit with banks. Cash equivalents represent money market funds or short-term investments with original maturities of three months or less from the date of purchase. Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2023 and 2022, management determined that no allowance was necessary. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2023 and 2022, management recorded a reserve for slow moving and potentially obsolete inventory of $ 98,000 73,000 Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Property and Equipment Type Years of Depreciation Machinery and Equipment 7 Leasehold Improvements 2 Vehicles 5 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2023 and 2022, the Company determined there were no indicators of impairment of its property and equipment. Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products is transferred to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. The following table presents our net sales by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Net Sales Source Revenue Revenue % Change Distributors $ 119,000 $ 67,000 78 % Online Sales 320,000 129,000 148 % Shipping 7,000 4,000 75 % Sales discounts (97,000 ) (10,000 ) 870 % Net Sales $ 349,000 $ 190,000 84 % The following table presents our net sales by product lines for the period presented: 2023 2022 Years Ended December 31, 2023 2022 Product Line Revenue Revenue Golf Putters $ 370,000 $ 194,000 Newton Shafts 58,000 - Accessories 11,000 2,000 Shipping 7,000 4,000 Sales discounts (97,000 ) (10,000 ) Net Sales $ 349,000 $ 190,000 Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF ANTIDILUTIVE SECURITIES December 31, 2023 December 31, 2022 Options 2,561,603 2,220,835 Common stock subject to possible redemption - 561,375 Total 2,561,603 2,782,210 Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expense. Advertising costs aggregated $ 827,000 283,000 Research and Development Research and development expenses consist primarily of personnel costs, prototype expenses, and consulting services associated with research and development equipment. Research and development costs are expensed as incurred. Research and development costs were $ 258,000 73,000 Stock-Based Compensation The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company through August 14, 2023, and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the consumer products industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to August 14, 2023, the common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Concentrations of Risk Cash Balances. 250,000 Accounts Receivable. 100 Net sales. 26 74 26 During the year ended December 31, 2022, the Company’s two largest customers classified as distributors, accounted for 18 13 79 18 3 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw materials, net $ 74,000 $ 42,000 Finished goods, net 174,000 100,000 Total $ 248,000 $ 142,000 At December 31, 2023 and 2022, inventory presented above is net of a reserve for slow moving and potentially obsolete inventory of $ 98,000 73,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment are comprised of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Machinery and Equipment $ 334,000 $ 133,000 Leasehold Improvements 46,000 - Automobile 42,000 - Property and equipment, gross 42,000 - Accumulated depreciation (43,000 ) (11,000 ) Property and equipment, net $ 379,000 $ 122,000 Depreciation expense is included in selling, general and administrative expenses in the accompanying Statements of Operations. For the years ended December 31, 2023 and 2022, depreciation expenses was $ 32,000 11,000 58,000 |
ACCRUED PAYROLL TO EXECUTIVES
ACCRUED PAYROLL TO EXECUTIVES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED PAYROLL TO EXECUTIVES | NOTE 5 – ACCRUED PAYROLL TO EXECUTIVES Several executives, including the Company’s Chief Executive, Chief Technology, and Chief Financial Officer, elected to defer payment of their employment compensation. The amounts due were unsecured, non-interest bearing, and with no formal terms of repayment. The aggregate balance of the compensation owed to the senior executives was $ 1,095,000 1,095,000 |
EQUIPMENT PURCHASE OBLIGATION
EQUIPMENT PURCHASE OBLIGATION | 12 Months Ended |
Dec. 31, 2023 | |
Equipment Purchase Obligation | |
EQUIPMENT PURCHASE OBLIGATION | NOTE 6 – EQUIPMENT PURCHASE OBLIGATION On April 1, 2022, the Company entered into an equipment purchase obligation (“Obligation”) in the amount of $ 58,000 5,000 15,000 15,000 |
SOFTWARE LICENSING OBLIGATION
SOFTWARE LICENSING OBLIGATION | 12 Months Ended |
Dec. 31, 2023 | |
Software Licensing Obligation | |
SOFTWARE LICENSING OBLIGATION | NOTE 7 – SOFTWARE LICENSING OBLIGATION In October 2023, the Company entered into a software licensing agreement with Oracle America, Inc (“Oracle”) for its NetSuite Enterprise Resource Planning (ERP) software. The Company agreed to license NetSuite for thirty-six (36) months and utilize Oracle’s professional services to assist in the implementation of NetSuite. The cost of the license fee was $ 102,000 34,000 136,000 4,513 The Company recorded the $ 136,000 26,000 110,000 During the year ended December 31, 2023, the Company made no payments, leaving a software license obligation balance was $ 136,000 41,000 95,000 Future payments under the software license obligation are as follows: SCHEDULE OF SOFTWARE LICENSE OBLIGATION Years Ending December 31, Amount 2024 $ 41,000 2025 54,000 2026 41,000 Total payments 136,000 Less: Current portion (41,000 ) Non-current portion $ 95,000 |
RELATED PARTY LOANS
RELATED PARTY LOANS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY LOANS | NOTE 8 – RELATED PARTY LOANS Related party loans consist of the following at December 31, 2023 and 2022: SCHEDULE OF RELATED PARTY LOANS December 31, 2023 December 31, 2022 Line of credit to related party – Akinobu Yorihiro (a) $ - $ 67,000 Line of credit to related party – Tim Triplett (b) - 76,000 Line of credit to related party – GML Holdings (c) - 151,000 Line of credit to related party – NXV (d) - 19,000 Secured promissory note to related party – Michael Keller (e) - 224,000 Total $ - $ 537,000 (a) On April 1, 2019, the Company entered into a Line of Credit Agreement with Akinobu Yorihiro. Akinobu Yorihiro is a co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 67,000 67,000 (b) On April 1, 2019, the Company entered into a Line of Credit Agreement with Tim Triplett. Tim Triplett is co-founder, and former Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 76,000 20,000 10 3,000 99,000 (c) On August 1, 2018, the Company entered into a Line of Credit Agreement with GML Holdings. GML Holdings is owned by Akinobu Yorihiro, co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 250,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 151,000 2,000 153,000 (d) On March 1, 2018, the Company entered into a Line of Credit Agreement with NXV. NXV is owned by Akinobu Yorihiro, co-founder, Director and Chief Technology Officer, and Chief Legal Officer of the Company, and Tim Triplett, co-founder, and former Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 40,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 19,000 19,000 (e) On May 23, 2022, the Company entered into a secured promissory note (“Note”) with Michael Keller, the Company’s former Chief Financial Officer, in the principal amount of $ 200,000 224,000 26,000 250,000 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Notes payable consist of the following at December 31, 2023 and 2022: SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Note payable (a) $ - $ 109,000 Note payable (b) - 275,000 Note payable (c) - - Note payable (d) - - Total $ - $ 384,000 (a) On July 15, 2022, the Company entered into an unsecured promissory note (“Note”) with a private party (“Lender”), in the principal amount of $ 100,000 20 109,000 13,000 122,000 (b) On November 9, 2022, the Company entered into a promissory note (“Note”) for $ 250,000 The Company promises to pay to the order of Lender the sum of two hundred fifty thousand dollars ($ 250,000 25,000 275,000 26,000 301,000 (c) On July 11, 2023, the Company received a loan of $ 11,000 11,000 (d) On August 8, 2023, the Company entered into a loan agreement for $ 58,000 8,000 50,000 10 September 8, 2023 58,000 no |
LEASE LIABILITIES
LEASE LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASE LIABILITIES | NOTE 10 – LEASE LIABILITIES The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets. On April 1, 2022, the Company entered a facility lease for a 4,000 1,500 5,000 3,000 The Company’s ROU asset balance was $ 22,000 73,000 30,000 65,000 The Company’s lease liability balance was $ 23,000 73,000 31,000 65,000 31,000 34,000 During the years ended December 31, 2023 and 2022, lease costs totaled approximately $ 84,000 67,000 As of December 31, 2023, the weighted average remaining lease terms for operating lease is 2.0 10.00 Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2024 $ 36,000 2025 36,000 Total payments 72,000 Less: Amount representing interest (7,000 ) Present value of net minimum lease payments 65,000 Less: Current portion (31,000 ) Non-current portion $ 34,000 |
SECURITIES PURCHASE AGREEMENT S
SECURITIES PURCHASE AGREEMENT SUBJECT TO REDEMPTION | 12 Months Ended |
Dec. 31, 2023 | |
Securities Purchase Agreement Subject To Redemption | |
SECURITIES PURCHASE AGREEMENT SUBJECT TO REDEMPTION | NOTE 11 – SECURITIES PURCHASE AGREEMENT SUBJECT TO REDEMPTION On January 30, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with Speicher Limited (“Investor”) to which the Investor agreed to purchase 561,375 1.07 600,000 600,000 (i) $250,000 on completion of tasks defined in the SPA, (ii) $250,000 on or before submission of a Form S-1 in relation to the Company’s Listing; and (iii) $100,000 before Listing or as and when requested by the Company to pay for professional fees and expenses in connection with the listing after the submission of Form S-1 561,375 420,000 24,000 180,000 180,000 In accordance with the SPA, the Company granted the Investor the right to require the Company to repurchase the Investor’s shares of the Company’s common stock at a price of $ 1.07 The right of the Investor to require the repurchase of its shares was extinguished as a result of the listing of the Company’s shares on the Nasdaq Stock Market on August 15, 2023. As such, 561,375 600,000 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 12 – STOCKHOLDERS’ DEFICIT Recapitalization On March 18, 2022, the Company converted into a Delaware corporation named Sacks Parente Golf, Inc. Pursuant to our Plan of Conversion, all of the outstanding ownership interests in Sacks Parente Golf Company, LLC, and rights to receive such interest were converted into and exchanged for 11,250,000 In accordance with a Plan of Conversion agreed to by each investor on March 18, 2022, The Company’s convertible debt obligations of $ 1,050,000 1,517,865 1,624,000 574,000 Common Stock Issued for Services On March 6, 2023, the Company entered into a Management Services Agreement (“MSA”) with Steve Handy to serve in the role as the Company’s Chief Financial Officer. As part of the MSA, the Company issued Mr. Handy 50,000 225,000 4.50 225,000 Common Stock Issued for Initial Public Offering On August 14, 2023, the Company entered into a underwriting agreement with The Benchmark Company for the purchase of shares of the Company’s common stock, in an offering of securities registered under an effective registration statement filed with the Securities and Exchange Commission. In the offering, the Company sold 3,200,000 4.00 11,594,000 7 1 565,000 11,029,000 Equity Incentive Plans Summary of Options A summary of stock options for the year ended December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 - $ - Options granted 2,220,835 1.00 Balance outstanding, December 31, 2022 2,220,835 $ 1.00 Options granted 1,168,000 0.83 Options forfeited (827,232 ) 1.00 Balance outstanding, December 31, 2023 2,561,603 $ 1.01 Balance exercisable, December 31, 2023 1,388,589 $ 1.00 Information relating to outstanding options at December 31, 2023, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING OPTIONS AND EXERCISABLE PRICE Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 0.67 208,000 6.99 $ 0.672 - $ 0.67 $ 0.69 530,000 4.91 0.689 6,389 0.69 $ 1.00 1,393,603 3.09 1.00 1,282,200 1.00 $ 1.07 430,000 4.61 1.07 100,000 $ 1.07 2,561,603 4.26 $ 1.01 1,388,589 $ 1.00 On March 6, 2023, the Company entered into a Management Services Agreement (“MSA”) with Steve Handy to serve in the role as the Company’s Chief Financial Officer through September 6, 2023. The Company granted Mr. Handy options to purchase 70,000 1.07 five years 274,000 4.50 three years 111 0 4.61 On September 7, 2023, the Company entered into an employment agreement with Steve Handy to serve in the role as the Company’s Chief Financial Officer. The Company granted Mr. Handy options to purchase 360,000 1.07 five years 478,000 1.64 four years 112 0 4.52 On November 27, 2023, the Company entered into an employment agreement with Scott White to serve in the role as the Company’s Chief Operating Officer. The Company granted Mr. White options to purchase 300,000 0.69 five years 147,000 0.69 four years 100 0 4.49 From October 2023 to December 2023, Mr. Campbell assumed additional responsibilities as Chairman of the Board due to the Company’s CEO leave of absence related to a family health matter. For the assumption of additional responsibilities, the Board agreed to compensate Mr. Campbell $ 10,000 230,000 0.69 five years 113,000 0.69 four years 100 0 4.49 On December 22, 2023, the Company’s Board of Directors granted themselves aggregate options to purchase 208,000 0.69 seven years 115,000 0.69 five years 111 0 3.87 During the years ended December 31, 2023 and 2022, the Company recognized approximately $ 443,000 1,383,000 873,000 As of December 31, 2023, the outstanding and exercisable options had no 0.67 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES On August 12, 2023, the Company entered a non-binding letter of intent with Greater Asia Golf Promotions Limited as its non-exclusive distributor of the Company’s products in the territory of Asia excluding Japan and Korea for a one-year term. The Company plans to spend up to $ 2,500,000 500,000 500,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 – INCOME TAXES Effective March 18, 2022, the Company converted from a limited liability company (LLC) to a C Corporation. The Company, as an LLC throughout the year ended December 31, 2021, allocated the Company’s taxable income or loss to members in accordance with the operating agreement. Therefore, no provision for income taxes has been included in the financial statements. As of December 31, 2021, the unrecognized tax benefit accrual was zero As a C Corporation effective March 18, 2022, the Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. At December 31, 2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 5,437,000 The Company has adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2023 and 2022, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2023, and 2022, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2020 through 2023 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF EFFECTIVE TAX RATE December 31, 2023 December 31, 2022 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % The components of deferred taxes consist of the following at December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX December 31, 2023 December 31, 2022 Net operating loss carryforwards $ 1,468,000 $ 400,000 Less: Valuation allowance (1,468,000 ) (400,000 ) Net deferred tax assets $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS On January 1, 2024, the Company’s Board of Directors appointed Jane Casanta to the Company’s Board of Directors. The Board granted Ms. Casanta options to purchase 40,000 0.69 seven years 22,145 0.69 five years 111 0 3.87 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term and tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions made in valuing stock instruments issued for services. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company’s cash consists of cash on deposit with banks. Cash equivalents represent money market funds or short-term investments with original maturities of three months or less from the date of purchase. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for accounts receivable is established through a provision reducing the carrying value of receivables. At December 31, 2023 and 2022, management determined that no allowance was necessary. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2023 and 2022, management recorded a reserve for slow moving and potentially obsolete inventory of $ 98,000 73,000 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Property and Equipment Type Years of Depreciation Machinery and Equipment 7 Leasehold Improvements 2 Vehicles 5 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2023 and 2022, the Company determined there were no indicators of impairment of its property and equipment. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These deferred offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products is transferred to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. The following table presents our net sales by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Net Sales Source Revenue Revenue % Change Distributors $ 119,000 $ 67,000 78 % Online Sales 320,000 129,000 148 % Shipping 7,000 4,000 75 % Sales discounts (97,000 ) (10,000 ) 870 % Net Sales $ 349,000 $ 190,000 84 % The following table presents our net sales by product lines for the period presented: 2023 2022 Years Ended December 31, 2023 2022 Product Line Revenue Revenue Golf Putters $ 370,000 $ 194,000 Newton Shafts 58,000 - Accessories 11,000 2,000 Shipping 7,000 4,000 Sales discounts (97,000 ) (10,000 ) Net Sales $ 349,000 $ 190,000 |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: SCHEDULE OF ANTIDILUTIVE SECURITIES December 31, 2023 December 31, 2022 Options 2,561,603 2,220,835 Common stock subject to possible redemption - 561,375 Total 2,561,603 2,782,210 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in selling, general and administrative expense. Advertising costs aggregated $ 827,000 283,000 |
Research and Development | Research and Development Research and development expenses consist primarily of personnel costs, prototype expenses, and consulting services associated with research and development equipment. Research and development costs are expensed as incurred. Research and development costs were $ 258,000 73,000 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company through August 14, 2023, and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the consumer products industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Prior to August 14, 2023, the common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, inventory, accounts payable, and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of long-term financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Concentrations of Risk | Concentrations of Risk Cash Balances. 250,000 Accounts Receivable. 100 Net sales. 26 74 26 During the year ended December 31, 2022, the Company’s two largest customers classified as distributors, accounted for 18 13 79 18 3 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES | SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES Property and Equipment Type Years of Depreciation Machinery and Equipment 7 Leasehold Improvements 2 Vehicles 5 |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table presents our net sales by revenue source, and the period-over-period percentage change, for the period presented: SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 Net Sales Source Revenue Revenue % Change Distributors $ 119,000 $ 67,000 78 % Online Sales 320,000 129,000 148 % Shipping 7,000 4,000 75 % Sales discounts (97,000 ) (10,000 ) 870 % Net Sales $ 349,000 $ 190,000 84 % The following table presents our net sales by product lines for the period presented: 2023 2022 Years Ended December 31, 2023 2022 Product Line Revenue Revenue Golf Putters $ 370,000 $ 194,000 Newton Shafts 58,000 - Accessories 11,000 2,000 Shipping 7,000 4,000 Sales discounts (97,000 ) (10,000 ) Net Sales $ 349,000 $ 190,000 |
SCHEDULE OF ANTIDILUTIVE SECURITIES | SCHEDULE OF ANTIDILUTIVE SECURITIES December 31, 2023 December 31, 2022 Options 2,561,603 2,220,835 Common stock subject to possible redemption - 561,375 Total 2,561,603 2,782,210 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | Inventory is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw materials, net $ 74,000 $ 42,000 Finished goods, net 174,000 100,000 Total $ 248,000 $ 142,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | Property and equipment are comprised of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Machinery and Equipment $ 334,000 $ 133,000 Leasehold Improvements 46,000 - Automobile 42,000 - Property and equipment, gross 42,000 - Accumulated depreciation (43,000 ) (11,000 ) Property and equipment, net $ 379,000 $ 122,000 |
SOFTWARE LICENSING OBLIGATION (
SOFTWARE LICENSING OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Software Licensing Obligation | |
SCHEDULE OF SOFTWARE LICENSE OBLIGATION | Future payments under the software license obligation are as follows: SCHEDULE OF SOFTWARE LICENSE OBLIGATION Years Ending December 31, Amount 2024 $ 41,000 2025 54,000 2026 41,000 Total payments 136,000 Less: Current portion (41,000 ) Non-current portion $ 95,000 |
RELATED PARTY LOANS (Tables)
RELATED PARTY LOANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY LOANS | Related party loans consist of the following at December 31, 2023 and 2022: SCHEDULE OF RELATED PARTY LOANS December 31, 2023 December 31, 2022 Line of credit to related party – Akinobu Yorihiro (a) $ - $ 67,000 Line of credit to related party – Tim Triplett (b) - 76,000 Line of credit to related party – GML Holdings (c) - 151,000 Line of credit to related party – NXV (d) - 19,000 Secured promissory note to related party – Michael Keller (e) - 224,000 Total $ - $ 537,000 (a) On April 1, 2019, the Company entered into a Line of Credit Agreement with Akinobu Yorihiro. Akinobu Yorihiro is a co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 67,000 67,000 (b) On April 1, 2019, the Company entered into a Line of Credit Agreement with Tim Triplett. Tim Triplett is co-founder, and former Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 76,000 20,000 10 3,000 99,000 (c) On August 1, 2018, the Company entered into a Line of Credit Agreement with GML Holdings. GML Holdings is owned by Akinobu Yorihiro, co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 250,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 151,000 2,000 153,000 (d) On March 1, 2018, the Company entered into a Line of Credit Agreement with NXV. NXV is owned by Akinobu Yorihiro, co-founder, Director and Chief Technology Officer, and Chief Legal Officer of the Company, and Tim Triplett, co-founder, and former Director, President and Chief Executive Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 40,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 19,000 19,000 (e) On May 23, 2022, the Company entered into a secured promissory note (“Note”) with Michael Keller, the Company’s former Chief Financial Officer, in the principal amount of $ 200,000 224,000 26,000 250,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Notes payable consist of the following at December 31, 2023 and 2022: SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Note payable (a) $ - $ 109,000 Note payable (b) - 275,000 Note payable (c) - - Note payable (d) - - Total $ - $ 384,000 (a) On July 15, 2022, the Company entered into an unsecured promissory note (“Note”) with a private party (“Lender”), in the principal amount of $ 100,000 20 109,000 13,000 122,000 (b) On November 9, 2022, the Company entered into a promissory note (“Note”) for $ 250,000 The Company promises to pay to the order of Lender the sum of two hundred fifty thousand dollars ($ 250,000 25,000 275,000 26,000 301,000 (c) On July 11, 2023, the Company received a loan of $ 11,000 11,000 (d) On August 8, 2023, the Company entered into a loan agreement for $ 58,000 8,000 50,000 10 September 8, 2023 58,000 no |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under the leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Amount 2024 $ 36,000 2025 36,000 Total payments 72,000 Less: Amount representing interest (7,000 ) Present value of net minimum lease payments 65,000 Less: Current portion (31,000 ) Non-current portion $ 34,000 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS | A summary of stock options for the year ended December 31, 2023 is as follows: SCHEDULE OF STOCK OPTIONS Weighted Number of Average Options Exercise Price Balance outstanding, December 31, 2021 - $ - Options granted 2,220,835 1.00 Balance outstanding, December 31, 2022 2,220,835 $ 1.00 Options granted 1,168,000 0.83 Options forfeited (827,232 ) 1.00 Balance outstanding, December 31, 2023 2,561,603 $ 1.01 Balance exercisable, December 31, 2023 1,388,589 $ 1.00 |
SCHEDULE OF OUTSTANDING OPTIONS AND EXERCISABLE PRICE | Information relating to outstanding options at December 31, 2023, summarized by exercise price, is as follows: SCHEDULE OF OUTSTANDING OPTIONS AND EXERCISABLE PRICE Outstanding Exercisable Weighted Weighted Exercise Price Life Average Average Per Share Shares (Years) Exercise Price Shares Exercise Price $ 0.67 208,000 6.99 $ 0.672 - $ 0.67 $ 0.69 530,000 4.91 0.689 6,389 0.69 $ 1.00 1,393,603 3.09 1.00 1,282,200 1.00 $ 1.07 430,000 4.61 1.07 100,000 $ 1.07 2,561,603 4.26 $ 1.01 1,388,589 $ 1.00 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF EFFECTIVE TAX RATE | The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: SCHEDULE OF EFFECTIVE TAX RATE December 31, 2023 December 31, 2022 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % |
SCHEDULE OF DEFERRED TAX | The components of deferred taxes consist of the following at December 31, 2023 and 2022: SCHEDULE OF DEFERRED TAX December 31, 2023 December 31, 2022 Net operating loss carryforwards $ 1,468,000 $ 400,000 Less: Valuation allowance (1,468,000 ) (400,000 ) Net deferred tax assets $ - $ - |
OPERATIONS AND LIQUIDITY (Detai
OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 4,625,000 | $ 3,505,000 | |
Net cash used in operating activities | 5,047,000 | 785,000 | |
Issuance of initial public offering | 11,029,000 | ||
Cash and cash equivalents | 5,338,000 | 147,000 | |
Cash | 600,000 | ||
Stockholders equity | $ 5,790,000 | $ (1,882,000) | $ (1,437,000) |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIVES (Details) | Dec. 31, 2023 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 2 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Net Sales | $ 349,000 | $ 190,000 |
Period percentage | 84% | |
Golf Putters [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ 370,000 | 194,000 |
Newton Shafts [Member] | ||
Product Information [Line Items] | ||
Net Sales | 58,000 | |
Accesories [Member] | ||
Product Information [Line Items] | ||
Net Sales | 11,000 | 2,000 |
Shipping [Member] | ||
Product Information [Line Items] | ||
Net Sales | 7,000 | 4,000 |
Sales Discounts [Member] | ||
Product Information [Line Items] | ||
Net Sales | (97,000) | (10,000) |
Distributors [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ 119,000 | 67,000 |
Period percentage | 78% | |
Online Sales [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ 320,000 | 129,000 |
Period percentage | 148% | |
Shipping [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ 7,000 | 4,000 |
Period percentage | 75% | |
Sales Discounts [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ (97,000) | $ (10,000) |
Period percentage | 870% |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,561,603 | 2,782,210 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,561,603 | 2,220,835 |
Common Stock Subject To Possible Redemption [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 561,375 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Reserve for obsolescence | $ 98,000 | $ 73,000 |
Advertising cost | 827,000 | 283,000 |
Research and development expense | 258,000 | $ 73,000 |
Cash balances on deposits FDIC | $ 250,000 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 100% | |
Customer Concentration Risk [Member] | Net Sales [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 74% | 79% |
Customer Concentration Risk [Member] | Net Sales [Member] | KOREA, REPUBLIC OF | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 26% | |
Customer Concentration Risk [Member] | Net Sales [Member] | JAPAN | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 18% | |
Customer Concentration Risk [Member] | Net Sales [Member] | Other Countries [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 3% | |
Customer Concentration Risk [Member] | Net Sales [Member] | Customer One [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 18% | |
Customer Concentration Risk [Member] | Net Sales [Member] | Distributors [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 26% | |
Customer Concentration Risk [Member] | Net Sales [Member] | Customer Two [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13% |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials, net | $ 74,000 | $ 42,000 |
Finished goods, net | 174,000 | 100,000 |
Total | $ 248,000 | $ 142,000 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory, raw materials and supplies, net of reserves | $ 98,000 | $ 73,000 |
SCHEDULE OF PROPERTY PLANT AND
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (43,000) | $ (11,000) |
Property and equipment, net | 379,000 | 122,000 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 334,000 | 133,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 46,000 | |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 42,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 32,000 | $ 11,000 | |
Purchase of equipment | $ 58,000 | $ 289,000 | $ 75,000 |
ACCRUED PAYROLL TO EXECUTIVES (
ACCRUED PAYROLL TO EXECUTIVES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation owed to senior executives | $ 1,095,000 | $ 1,095,000 |
EQUIPMENT PURCHASE OBLIGATION (
EQUIPMENT PURCHASE OBLIGATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | |
Equipment Purchase Obligation | |||
Equipment purchase obligation | $ 15,000 | $ 58,000 | |
Purchase obligation monthly payment | $ 5,000 | ||
Payment of equipment purchase obligation | $ 15,000 | $ 43,000 |
SCHEDULE OF SOFTWARE LICENSE OB
SCHEDULE OF SOFTWARE LICENSE OBLIGATION (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 |
Property, Plant and Equipment [Line Items] | |||
Total payments | $ 15,000 | $ 58,000 | |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
2024 | $ 41,000 | ||
2025 | 54,000 | ||
2026 | 41,000 | ||
Total payments | 136,000 | ||
Less: Current portion | (41,000) | ||
Non-current portion | $ 95,000 |
SOFTWARE LICENSING OBLIGATION_2
SOFTWARE LICENSING OBLIGATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | |
Aggregate cost of softwate | $ 136,000 | |||
Professional service cost | 34,000 | |||
Software licensing monthly payments | 4,513 | |||
Amortization expenses | $ 26,000 | |||
Software license obligation liability | $ 15,000 | $ 58,000 | ||
Software Development [Member] | ||||
Software license obligation liability | 136,000 | |||
Software license obligation liability, current | 41,000 | |||
Software license obligation liability, non current | 95,000 | |||
Software License Arrangement [Member] | ||||
Deferred software licensing cost | 136,000 | $ 110,000 | ||
License [Member] | ||||
Aggregate cost of softwate | $ 102,000 |
SCHEDULE OF RELATED PARTY LOANS
SCHEDULE OF RELATED PARTY LOANS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Total | $ 537,000 | ||
Akinobu Yorihiro [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 67,000 | |
Tim Triplett [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 76,000 | |
GML Holdings [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [3] | 151,000 | |
NXV [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [4] | 19,000 | |
Michael Keller [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [5] | $ 224,000 | |
[1]On April 1, 2019, the Company entered into a Line of Credit Agreement with Akinobu Yorihiro. Akinobu Yorihiro is a co-founder, Director, Chief Technology Officer, and Chief Legal Officer of the Company. The agreement established a revolving line of credit in the amount of up to $ 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 67,000 67,000 100,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 76,000 20,000 10 3,000 99,000 250,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 151,000 2,000 153,000 40,000 2.00 The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 19,000 19,000 200,000 224,000 26,000 250,000 |
SCHEDULE OF RELATED PARTY LOA_2
SCHEDULE OF RELATED PARTY LOANS (Details) (Parenthetical) - USD ($) | 12 Months Ended | |||||||
Apr. 01, 2019 | Aug. 01, 2018 | Mar. 01, 2018 | Dec. 31, 2023 | Aug. 30, 2023 | Aug. 10, 2023 | Dec. 31, 2022 | May 23, 2022 | |
Akinobu Yorihiro [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit | $ 100,000 | |||||||
Interest percentage | 2% | |||||||
Line of credit, description | The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 | |||||||
Outstanding principal and accrued interest | $ 67,000 | $ 67,000 | ||||||
Tim Triplett [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit | $ 100,000 | |||||||
Interest percentage | 2% | |||||||
Line of credit, description | The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 | |||||||
Outstanding principal and accrued interest | 99,000 | 76,000 | ||||||
Loan agreement | $ 20,000 | |||||||
Interest rate | 10% | |||||||
Additional loans payable | 3,000 | |||||||
GML Holdings [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit | $ 250,000 | |||||||
Interest percentage | 2% | |||||||
Line of credit, description | The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 | |||||||
Outstanding principal and accrued interest | 153,000 | 151,000 | ||||||
Additional loans payable | 2,000 | |||||||
NXV [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Line of credit | $ 40,000 | |||||||
Interest percentage | 2% | |||||||
Line of credit, description | The Line of Credit Agreement shall become payable when the Company has sufficient cash to repay the loan, as determined in the sole discretion of the Company; provided, however, that the entire amount of the Loan shall become due and payable upon the earliest to occur of: the date the Company’s cash balance equals or exceeds $1,000,000 | |||||||
Outstanding principal and accrued interest | 19,000 | 19,000 | ||||||
Michael Keller [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding principal and accrued interest | 250,000 | $ 224,000 | ||||||
Additional loans payable | $ 26,000 | |||||||
Principal amount | $ 200,000 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Total | $ 384,000 | ||
Notes Payable A [Member] | |||
Short-Term Debt [Line Items] | |||
Total | [1] | 109,000 | |
Notes Payable B [Member] | |||
Short-Term Debt [Line Items] | |||
Total | [2] | 275,000 | |
Notes Payable C [Member] | |||
Short-Term Debt [Line Items] | |||
Total | [3] | ||
Notes Payable D [Member] | |||
Short-Term Debt [Line Items] | |||
Total | [4] | ||
[1]On July 15, 2022, the Company entered into an unsecured promissory note (“Note”) with a private party (“Lender”), in the principal amount of $ 100,000 20 109,000 13,000 122,000 250,000 The Company promises to pay to the order of Lender the sum of two hundred fifty thousand dollars ($ 250,000 25,000 275,000 26,000 301,000 11,000 11,000 58,000 8,000 50,000 10 September 8, 2023 58,000 no |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||||||
Aug. 08, 2023 | Nov. 09, 2022 | Dec. 31, 2023 | Aug. 29, 2023 | Jul. 11, 2023 | Dec. 31, 2022 | Jul. 15, 2022 | |
Unsecured Promissory Note [Member] | Lender [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal amount | $ 100,000 | ||||||
Interest rate | 20% | ||||||
Outstanding principal and accrued interest | $ 122,000 | $ 109,000 | |||||
Additional accrued interest | 13,000 | ||||||
Promissory Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Loan receivables | $ 11,000 | ||||||
Outstanding principal and accrued interest | 11,000 | ||||||
Promissory Note [Member] | Loan Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal amount | $ 58,000 | ||||||
Interest rate | 10% | ||||||
Outstanding principal and accrued interest | 0 | $ 58,000 | |||||
Interest and fees | $ 8,000 | ||||||
Proceeds from loan | $ 50,000 | ||||||
Maturity date | Sep. 08, 2023 | ||||||
Promissory Note [Member] | Lender [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal amount | $ 250,000 | ||||||
Outstanding principal and accrued interest | 301,000 | $ 275,000 | |||||
Additional accrued interest | $ 26,000 | ||||||
Debt instrument, description | The Company promises to pay to the order of Lender the sum of two hundred fifty thousand dollars ($250,000), together with a single payment of 10% of the total loan within 90 days of the loan, plus a 20% per annum on the balance if it is not paid within 90 days of the loan | ||||||
Interest payament due | $ 25,000 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 36,000 | |
2025 | 36,000 | |
Total payments | 72,000 | |
Less: Amount representing interest | (7,000) | |
Present value of net minimum lease payments | 65,000 | $ 23,000 |
Less: Current portion | (31,000) | (17,000) |
Non-current portion | $ 34,000 | $ 6,000 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 12 Months Ended | |||
Jan. 02, 2023 USD ($) ft² | Apr. 01, 2022 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Right of use assets | $ 65,000 | $ 22,000 | ||
Operating lease liability | 65,000 | 23,000 | ||
Lease liability current | 31,000 | 17,000 | ||
Lease liability noncurrent | 34,000 | 6,000 | ||
Lease cost | $ 84,000 | $ 67,000 | ||
Operating remaining lease term | 2 years | |||
Operating remaining lease percentage | 10% | |||
Amended Lease [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Right of use assets | $ 73,000 | |||
Reduction of right of use assets | 30,000 | |||
Operating lease liability | 73,000 | |||
Operating lease payments | $ 31,000 | |||
St Joseph Missouri [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Area of land | ft² | 5,000 | 4,000 | ||
Monthly rent | $ 3,000 | $ 1,500 |
SECURITIES PURCHASE AGREEMENT_2
SECURITIES PURCHASE AGREEMENT SUBJECT TO REDEMPTION (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds | $ 11,029,000 | |||
Escrow account | $ 500,000 | |||
Shares outstanding | 561,375 | |||
Cash received | $ 600,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Purchase of common stock, shares | 561,375 | |||
Purchase price of common stock | $ 1.07 | |||
Issuance of common stock | $ 600,000 | $ 180,000 | $ 420,000 | |
Net proceeds | $ 600,000 | |||
Securities purchase agreement subject to redemption, description | (i) $250,000 on completion of tasks defined in the SPA, (ii) $250,000 on or before submission of a Form S-1 in relation to the Company’s Listing; and (iii) $100,000 before Listing or as and when requested by the Company to pay for professional fees and expenses in connection with the listing after the submission of Form S-1 | |||
Shares issued | 561,375 | |||
Escrow account | $ 24,000 | |||
Remaining balance | $ 180,000 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Number of Options, Balance outstanding | 2,220,835 | |
Weighted Average Exercise Price, Balance outstanding | $ 1 | |
Number of Options, Options granted | 1,168,000 | 2,220,835 |
Weighted Average Exercise Price, Options granted | $ 0.83 | $ 1 |
Number of Options, Options granted | (827,232) | |
Weighted Average Exercise Price, Balance exercisable | $ 1 | |
Number of Options, Balance outstanding | 2,561,603 | 2,220,835 |
Weighted Average Exercise Price, Balance outstanding | $ 1.01 | $ 1 |
Number of Options, Balance exercisable | 1,388,589 |
SCHEDULE OF OUTSTANDING OPTIONS
SCHEDULE OF OUTSTANDING OPTIONS AND EXERCISABLE PRICE (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options outstanding, shares | shares | 2,561,603 |
Options outstanding, life (years) | 4 years 3 months 3 days |
Options outstanding, weighted average exercise price | $ 1.01 |
Options exercisable, shares | shares | 1,388,589 |
Options Exercisable, Weighted Average Exercise Price | $ 1 |
Exercise Price One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ 0.67 |
Options outstanding, shares | shares | 208,000 |
Options outstanding, life (years) | 6 years 11 months 26 days |
Options outstanding, weighted average exercise price | $ 0.672 |
Options exercisable, shares | shares | |
Options Exercisable, Weighted Average Exercise Price | $ 0.67 |
Exercise Price Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ 0.69 |
Options outstanding, shares | shares | 530,000 |
Options outstanding, life (years) | 4 years 10 months 28 days |
Options outstanding, weighted average exercise price | $ 0.689 |
Options exercisable, shares | shares | 6,389 |
Options Exercisable, Weighted Average Exercise Price | $ 0.69 |
Exercise Price Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ 1 |
Options outstanding, shares | shares | 1,393,603 |
Options outstanding, life (years) | 3 years 1 month 2 days |
Options outstanding, weighted average exercise price | $ 1 |
Options exercisable, shares | shares | 1,282,200 |
Options Exercisable, Weighted Average Exercise Price | $ 1 |
Exercise Price Four [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share | $ 1.07 |
Options outstanding, shares | shares | 430,000 |
Options outstanding, life (years) | 4 years 7 months 9 days |
Options outstanding, weighted average exercise price | $ 1.07 |
Options exercisable, shares | shares | 100,000 |
Options Exercisable, Weighted Average Exercise Price | $ 1.07 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 22, 2023 | Nov. 27, 2023 | Sep. 07, 2023 | Aug. 14, 2023 | Mar. 06, 2023 | Mar. 18, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common shares issued on conversion of convertible debt obligations | $ 1,050,000 | ||||||||
Shares issued on plan of conversion, shares | 1,517,865 | ||||||||
Fair value of common stock conversion | $ 1,624,000 | $ 1,624,000 | |||||||
Convertible debt obligation | $ 574,000 | (574,000) | |||||||
Shares issued for services fair value | $ 225,000 | ||||||||
Stock price | $ 0.67 | $ 0.67 | |||||||
Selling, general, and administrative expenses | $ 4,497,000 | 2,874,000 | |||||||
Proceeds from public sale of common stock, net | $ 11,029,000 | ||||||||
Shares granted | 1,168,000 | 2,220,835 | |||||||
Exercise price | $ 1 | ||||||||
Compensation expense of stock option vested | $ 443,000 | $ 1,383,000 | |||||||
Compensation related to stock options unvested | $ 873,000 | 873,000 | |||||||
Intrinsic value | 0 | 0 | |||||||
IPO [Member] | Underwriting Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, shares | 3,200,000 | ||||||||
Sale of stock, per share | $ 4 | ||||||||
Sale of stock, value | $ 11,594,000 | ||||||||
Underwriting discount percentage | 7% | ||||||||
Non-accountable expenses allowance percentage | 1% | ||||||||
Stock issuance expenses | $ 565,000 | ||||||||
Proceeds from public sale of common stock, net | $ 11,029,000 | ||||||||
Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares issued for services | 50,000 | ||||||||
Shares issued for services fair value | $ 225,000 | ||||||||
Stock price | $ 4.50 | ||||||||
Restricted Stock [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Selling, general, and administrative expenses | $ 225,000 | ||||||||
Parente Golf Inc [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Interested converted | 11,250,000 | ||||||||
Chief Financial Officer [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock price | $ 0.69 | $ 1.64 | $ 4.50 | ||||||
Shares granted | 300,000 | 360,000 | 70,000 | ||||||
Exercise price | $ 0.69 | $ 1.07 | $ 1.07 | ||||||
Expiration period | 5 years | 5 years | 5 years | ||||||
Compensation expense of stock option vested | $ 147,000 | $ 478,000 | $ 274,000 | ||||||
Expected term | 4 years | 4 years | 3 years | ||||||
Volatility | 100% | 112% | 111% | ||||||
Dividend rate | 0% | 0% | 0% | ||||||
Risk free interest rate | 4.49% | 4.52% | 4.61% | ||||||
Board of Directors Chairman [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock price | $ 0.69 | $ 0.69 | |||||||
Shares granted | 208,000 | 230,000 | |||||||
Exercise price | $ 0.69 | $ 0.69 | |||||||
Expiration period | 7 years | 5 years | |||||||
Compensation expense of stock option vested | $ 115,000 | $ 113,000 | |||||||
Expected term | 5 years | 4 years | |||||||
Volatility | 111% | 100% | |||||||
Dividend rate | 0% | 0% | |||||||
Risk free interest rate | 3.87% | 4.49% | |||||||
Cash compensation | $ 10,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 31, 2023 | Aug. 12, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Marketing expense | $ 2,500,000 | |
Escrow deposit | $ 500,000 | |
Selling and marketing expense | $ 500,000 |
SCHEDULE OF EFFECTIVE TAX RATE
SCHEDULE OF EFFECTIVE TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income tax benefit, net of federal benefit | (6.00%) | (6.00%) |
Change in valuation allowance | 27% | 27% |
Income taxes at effective tax rate |
SCHEDULE OF DEFERRED TAX (Detai
SCHEDULE OF DEFERRED TAX (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 1,468,000 | $ 400,000 |
Less: Valuation allowance | (1,468,000) | (400,000) |
Net deferred tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | |
Federal and state purpose amount | $ 5,437,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Shares granted | 1,168,000 | 2,220,835 | |
Exercise price | $ 1 | ||
Fair value granted | $ 443,000 | $ 1,383,000 | |
Stock price | $ 0.67 | ||
Jane Casanta [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Shares granted | 40,000 | ||
Exercise price | $ 0.69 | ||
Expiration period | 7 years | ||
Fair value granted | $ 22,145 | ||
Stock price | $ 0.69 | ||
Expected term | 5 years | ||
Volatility | 111% | ||
Dividend rate | 0% | ||
Risk free interest rate | 3.87% |