| 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. |
