Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | INSPIRE VETERINARY PARTNERS, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001939365 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | NV |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 1,956,385 | $ 444,253 | $ 2,058,418 |
Accounts receivable | 241,631 | ||
Due from former owners | 269,883 | 35,985 | |
Inventory | 680,313 | 582,019 | 41,000 |
Refundable income tax | 151,796 | 192,139 | 192,139 |
Prepaid expenses and other current assets | 507,469 | 253,795 | 65,864 |
Total current assets | 3,537,594 | 1,742,089 | 2,393,406 |
Property and equipment, net | 7,314,924 | 7,323,050 | 2,035,066 |
Right-of-use assets | 630,187 | 746,973 | |
Other intangibles, net | 2,185,974 | 2,729,574 | 239,195 |
Goodwill | 7,614,553 | 7,614,553 | 1,610,843 |
Other assets | 13,640 | 29,456 | 51,254 |
Total assets | 21,296,872 | 20,185,695 | 6,329,764 |
Current liabilities: | |||
Cumulative Series A preferred stock dividends payable | 133,828 | ||
Loan payable | 859,600 | ||
Convertible debentures, net of issuance costs | 100,000 | ||
Accounts payable | 2,301,452 | 1,018,931 | 44,891 |
Accrued expenses | 547,588 | 690,740 | 460,414 |
Operating lease liabilities | 89,579 | 91,152 | |
Bridge note, net of discount | 3,899,156 | 1,031,917 | |
Notes payable, net of discount | 1,061,580 | 1,549,861 | 466,124 |
Total current liabilities | 5,093,627 | 7,249,840 | 2,003,346 |
Operating lease liabilities, non-current | 569,262 | 666,179 | |
Convertible debentures, net of issuance costs | 3,688,805 | 2,068,809 | |
Notes payable - noncurrent | 12,921,607 | 13,716,352 | 3,126,700 |
Total liabilities | 18,584,496 | 25,321,176 | 7,198,855 |
Liabilities and Stockholder’s Deficit | |||
Commitments and contingencies (Note 12) | |||
STOCKHOLDER’S DEFICIT | |||
Preferred stock value | |||
Additional paid in capital | 19,605,675 | 1,107,439 | 461,916 |
Accumulated deficit | (16,894,193) | (6,243,448) | (1,331,522) |
Total stockholder’s equity (deficit) | 2,712,376 | (5,135,481) | (869,091) |
Total liabilities and stockholder’s equity (deficit) | 21,296,872 | 20,185,695 | 6,329,764 |
Class A Common Stock | |||
Liabilities and Stockholder’s Deficit | |||
Common stock value | 461 | 98 | 85 |
Class B Common Stock | |||
Liabilities and Stockholder’s Deficit | |||
Common stock value | 389 | 430 | $ 430 |
Convertible Series A Preferred Stock | |||
STOCKHOLDER’S DEFICIT | |||
Preferred stock value | $ 44 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000 | 50,000 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,605,077 | 970,457 | 845,456 |
Common stock, shares outstanding | 4,605,077 | 970,457 | 845,456 |
Class B Common Stock | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 3,891,500 | 4,300,000 | 4,300,000 |
Common stock, shares outstanding | 3,891,500 | 4,300,000 | 4,300,000 |
Convertible Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 442,458 | 0 | |
Preferred stock, shares outstanding | 442,458 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Total revenue | $ 4,119,648 | $ 2,924,079 | $ 12,891,589 | $ 6,655,357 | $ 9,834,778 | $ 2,549,134 | |
Operating expenses | |||||||
General and administrative expenses | 3,561,790 | 1,757,511 | 7,249,250 | 3,745,867 | 5,467,642 | 1,792,046 | |
Debt extinguishment loss | 16,105 | 16,105 | |||||
Depreciation and amortization | 313,316 | 163,208 | 915,824 | 325,563 | 596,124 | 84,465 | |
Total operating expenses | 6,951,049 | 4,095,270 | 17,660,894 | 8,821,203 | 13,352,916 | 3,596,355 | |
Loss from operations | (2,831,401) | (1,171,191) | (4,769,305) | (2,165,846) | (3,518,138) | (1,047,221) | |
Other income (expense): | |||||||
Interest income | 12 | 981 | 18 | 1,019 | 1,021 | 161 | |
Interest expense | (914,604) | (241,531) | (1,745,415) | (842,866) | (1,425,260) | (194,811) | |
Beneficial conversion feature | (4,137,261) | (4,137,261) | |||||
Other income expenses | (748) | 4,416 | 1,218 | (180) | 357 | (14,861) | |
Total other expense | (5,052,601) | (236,134) | (5,881,440) | (842,027) | (1,423,882) | (209,511) | |
Loss before income taxes | (7,884,002) | (1,407,325) | (10,650,745) | (3,007,873) | (4,942,020) | (1,256,732) | |
Benefit for income taxes | 30,094 | 30,094 | (74,330) | [1] | |||
Net loss | (7,884,002) | (1,407,325) | (10,650,745) | (2,977,779) | (4,911,926) | (1,331,062) | |
Dividend on convertible series A preferred stock | (133,828) | (133,828) | |||||
Net loss attributable to class A and B common stockholders | (8,017,830) | (1,407,325) | (10,784,573) | (2,977,779) | |||
Cost of service revenue | |||||||
Total revenue | 2,935,922 | 2,253,400 | 9,209,501 | 4,898,599 | 7,032,800 | 1,813,621 | |
Operating expenses | |||||||
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | 2,206,216 | 1,717,483 | 6,847,963 | 3,583,420 | 5,308,104 | 1,284,407 | |
Cost of product revenue | |||||||
Total revenue | 1,183,726 | 670,679 | 3,682,088 | 1,756,758 | 2,801,978 | 735,513 | |
Operating expenses | |||||||
Cost of revenue (exclusive of depreciation and amortization, shown separately below) | $ 853,622 | $ 457,068 | $ 2,631,752 | $ 1,166,353 | $ 1,981,046 | $ 435,437 | |
Class A and B Common Share | |||||||
Net loss per Class A and B common shares: | |||||||
Basic (in Dollars per share) | $ (1.25) | $ (0.25) | $ (1.9) | $ (0.58) | $ (0.95) | $ (0.27) | |
Weighted average shares outstanding per Class A and B common shares: | |||||||
Basic (in Shares) | 6,434,432 | 5,662,712 | 5,662,712 | 5,145,456 | 5,160,182 | 5,001,699 | |
[1] See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - Class A and B Common Share - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Diluted (in Dollars per share) | $ (1.25) | $ (0.25) | $ (1.90) | $ (0.58) | $ (0.95) | $ (0.27) |
Diluted (in Shares) | 6,434,432 | 5,662,712 | 5,662,712 | 5,145,456 | 5,160,182 | 5,001,699 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Convertible Series A Preferred Stock | Class A Common Stock | Contingent Convertible Series A Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 5 | $ 430 | $ 21,995 | $ (460) | $ 21,970 | |||
Balance (in Shares) at Dec. 31, 2020 | 50 | 4,300,000 | ||||||
Class A common stock issued for cash | $ 67 | 384,933 | 385,000 | |||||
Class A common stock issued for cash (in Shares) | 670,456 | |||||||
Issuance of class A common stock for services | $ 13 | 54,988 | 55,000 | |||||
Issuance of class A common stock for services (in Shares) | 125,000 | |||||||
Net loss | (1,331,062) | (1,331,062) | ||||||
Balance at Dec. 31, 2021 | $ 85 | $ 430 | 461,916 | (1,331,522) | (869,091) | |||
Balance (in Shares) at Dec. 31, 2021 | 845,456 | 4,300,000 | ||||||
Issuance of warrants in conjunction with bridge loan | 235,637 | 235,637 | ||||||
Net loss | (922,746) | (922,746) | ||||||
Balance at Mar. 31, 2022 | $ 85 | $ 430 | 697,553 | (2,254,268) | (1,556,200) | |||
Balance (in Shares) at Mar. 31, 2022 | 845,456 | 4,300,000 | ||||||
Balance at Dec. 31, 2021 | $ 85 | $ 430 | 461,916 | (1,331,522) | (869,091) | |||
Balance (in Shares) at Dec. 31, 2021 | 845,456 | 4,300,000 | ||||||
Net loss | (2,977,779) | |||||||
Balance at Sep. 30, 2022 | $ 85 | $ 430 | 697,553 | (4,309,301) | (3,611,233) | |||
Balance (in Shares) at Sep. 30, 2022 | 845,456 | 4,300,000 | ||||||
Balance at Dec. 31, 2021 | $ 85 | $ 430 | 461,916 | (1,331,522) | (869,091) | |||
Balance (in Shares) at Dec. 31, 2021 | 845,456 | 4,300,000 | ||||||
Issuance of warrants as part of bridge loan received | 429,284 | 429,284 | ||||||
Issuance of class A common stock for services | $ 13 | 216,239 | 216,252 | |||||
Issuance of class A common stock for services (in Shares) | 125,001 | |||||||
Net loss | (4,911,926) | (4,911,926) | ||||||
Balance at Dec. 31, 2022 | $ 98 | $ 430 | $ 98 | 1,107,439 | (6,243,448) | (5,135,481) | ||
Balance (in Shares) at Dec. 31, 2022 | 970,457 | 4,300,000 | ||||||
Balance at Mar. 31, 2022 | $ 85 | $ 430 | 697,553 | (2,254,268) | (1,556,200) | |||
Balance (in Shares) at Mar. 31, 2022 | 845,456 | 4,300,000 | ||||||
Net loss | (647,708) | (647,708) | ||||||
Balance at Jun. 30, 2022 | $ 85 | $ 430 | 697,553 | (2,901,976) | (2,203,908) | |||
Balance (in Shares) at Jun. 30, 2022 | 845,456 | 4,300,000 | ||||||
Net loss | (1,407,325) | (1,407,325) | ||||||
Balance at Sep. 30, 2022 | $ 85 | $ 430 | 697,553 | (4,309,301) | (3,611,233) | |||
Balance (in Shares) at Sep. 30, 2022 | 845,456 | 4,300,000 | ||||||
Balance at Dec. 31, 2022 | $ 98 | $ 430 | 98 | 1,107,439 | (6,243,448) | (5,135,481) | ||
Balance (in Shares) at Dec. 31, 2022 | 970,457 | 4,300,000 | ||||||
Issuance of warrants to CEO | 2,701 | 2,701 | ||||||
Net loss | (1,538,949) | (1,538,949) | ||||||
Balance at Mar. 31, 2023 | $ 430 | 98 | 1,110,140 | (7,782,397) | (6,671,729) | |||
Balance (in Shares) at Mar. 31, 2023 | 970,457 | 4,300,000 | ||||||
Balance at Dec. 31, 2022 | $ 98 | $ 430 | 98 | 1,107,439 | (6,243,448) | (5,135,481) | ||
Balance (in Shares) at Dec. 31, 2022 | 970,457 | 4,300,000 | ||||||
Net loss | (10,650,745) | |||||||
Balance at Sep. 30, 2023 | $ 389 | $ 44 | 461 | 19,605,675 | (16,894,193) | 2,712,376 | ||
Balance (in Shares) at Sep. 30, 2023 | 4,605,077 | 3,891,500 | 442,459 | |||||
Balance at Mar. 31, 2023 | $ 430 | 98 | 1,110,140 | (7,782,397) | (6,671,729) | |||
Balance (in Shares) at Mar. 31, 2023 | 970,457 | 4,300,000 | ||||||
Issuance of convertible series A preferred stock in exchange for bridge note (contingent upon a qualified offering as of or before September 1, 2023 (See note 6)) | ||||||||
Issuance of convertible series A preferred stock in exchange for bridge note (contingent upon a qualified offering as of or before September 1, 2023 (See note 6)) (in Shares) | 442,459 | |||||||
Net loss | (1,227,794) | (1,227,794) | ||||||
Balance at Jun. 30, 2023 | $ 430 | 98 | 1,110,140 | (9,010,191) | (7,899,523) | |||
Balance (in Shares) at Jun. 30, 2023 | 970,457 | 4,300,000 | 442,459 | |||||
Issuance of class A common stock in connection with initial public offering, net of issuance costs | 160 | 5,439,411 | 5,439,571 | |||||
Issuance of class A common stock in connection with initial public offering, net of issuance costs (in Shares) | 1,600,000 | |||||||
Recognition of convertible series A preferred stock issuance upon initial public offering | 44 | 4,440,644 | 4,440,688 | |||||
Conversion of convertible debentures into class A common stock | 149 | 4,414,168 | 4,414,317 | |||||
Conversion of convertible debentures into class A common stock (in Shares) | 1,495,928 | |||||||
Conversion of class B common stock into class A common stock | $ (41) | 41 | ||||||
Conversion of class B common stock into class A common stock (in Shares) | 408,500 | (408,500) | ||||||
Convertible series A preferred stock cumulative dividends | (133,828) | (133,828) | ||||||
Beneficial conversion feature on convertible debentures | 1,569,395 | 1,569,395 | ||||||
Beneficial conversion feature on convertible series A preferred stock | 2,567,866 | 2,567,866 | ||||||
Issuance of class A common stock for services | 13 | 197,879 | 197,892 | |||||
Issuance of class A common stock for services (in Shares) | 130,192 | |||||||
Net loss | (7,884,002) | (7,884,002) | ||||||
Balance at Sep. 30, 2023 | $ 389 | $ 44 | $ 461 | $ 19,605,675 | $ (16,894,193) | $ 2,712,376 | ||
Balance (in Shares) at Sep. 30, 2023 | 4,605,077 | 3,891,500 | 442,459 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (10,650,745) | $ (2,977,779) | $ (4,911,926) | $ (1,331,062) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 915,824 | 322,165 | 595,627 | 83,908 |
Amortization of debt issuance costs | 128,583 | 104,878 | 189,414 | 9,460 |
Amortization of debt discount | 650,731 | 383,904 | 689,554 | 2,417 |
Amortization of operating right of use assets | 116,786 | 13,958 | 13,958 | |
Debt extinguishment loss | 16,105 | |||
Issuance of warrants to CEO | 2,701 | |||
Issuance of class A common stock for services | 197,892 | 216,252 | 9,167 | |
Beneficial conversion feature | 4,137,261 | |||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Accounts receivable | (241,631) | |||
Due from former owners | 269,883 | (377,424) | (233,898) | (35,985) |
Inventory | (98,294) | (169,894) | (230,125) | (41,000) |
Refundable income tax | 40,343 | (192,139) | ||
Prepaid expenses and other current assets | (253,674) | (9,973) | (187,931) | (20,031) |
Other assets | 15,816 | |||
Accounts payable | 1,282,521 | 585,706 | 974,040 | 44,891 |
Accrued expenses | 502,398 | (185,724) | 230,326 | 460,414 |
Operating lease liabilities | (98,490) | (7,743) | (3,600) | |
Net cash used in operating activities | (3,065,990) | (2,317,926) | (2,658,309) | (1,009,960) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (360,082) | (3,452,254) | (134,971) | (1,310,512) |
Purchase of intangible assets | (4,016) | (1,427,219) | (41,819) | |
Payment for acquisition of businesses | (4,158,214) | (14,511,804) | (2,658,500) | |
Advances for target acquisitions | 46,337 | 21,798 | (51,254) | |
Net cash used in investing activities | (364,098) | (8,991,350) | (14,666,796) | (4,020,266) |
Cash flows from financing activities: | ||||
Proceeds from note payable, net of discount | 7,221,164 | 12,253,585 | 3,877,759 | |
Proceeds from revolving line of credit | 1,004,759 | |||
Payments on revolving line of credit | (1,004,759) | |||
Debt issuance costs | (109,596) | (260,611) | (162,728) | |
Repayment of note payable | (1,298,851) | (347,842) | (494,034) | (235,858) |
Proceeds from issuance of bridge notes | 1,100,000 | 2,600,000 | 1,100,000 | |
Proceeds from issuance of convertible debentures | 650,000 | 1,252,000 | 1,612,000 | 2,102,500 |
Repayment of convertible debentures | (250,000) | |||
Proceeds from issuance of class A common stock in connection with initial public offering, net of offering costs | 5,439,571 | 385,001 | ||
Advances from related parties | 310,000 | |||
Net proceeds from loan payable | 1,507,460 | |||
Payments on loan payable | (1,105,960) | |||
Net cash provided by financing activities | 4,942,220 | 9,425,726 | 15,710,940 | 7,066,674 |
Net increase (decrease) in cash and cash equivalents | 1,512,132 | (1,883,550) | (1,614,165) | 2,036,448 |
Cash and cash equivalents, beginning of period | 444,253 | 2,058,418 | 2,058,418 | 21,970 |
Cash and cash equivalents, end of period | 1,956,385 | 174,868 | 444,253 | 2,058,418 |
Supplemental Disclosure of Cash Flow Information | ||||
Interest payments during the year | 188,952 | 80,349 | 239,430 | 80,200 |
Income taxes (refund) paid | (192,139) | 266,469 | ||
Noncash investing and financing activity | ||||
Liabilities recorded through operating leases | 737,201 | 760,931 | ||
Acquisition of assets through operating leases | (737,201) | $ (760,931) | ||
Series A preferred stock Dividend | 133,828 | |||
Issuance of convertible series A preferred stock due to conversion of bridge notes | 4,440,688 | |||
Issuance of class A common stock due to conversion of convertible debentures | $ 4,414,318 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Business [Abstract] | ||
Description of Business | 1. Description of Business Business Description Inspire Veterinary Partners, Inc. (the “Company” or “Inspire”) is a C-corporation which incorporated in the state of Delaware on December 2, 2020. On June 29, 2022, the Company converted into a Nevada C-corporation (“Conversion”). The Conversion did not result in any change in the corporate name, business, management fiscal year, accounting, location of the principal executive officer, capitalization structure, or assets or liabilities of the Company. The Company owns and operates veterinary hospitals throughout the United States. The Company specializes in small animal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds. As the Company expands, additional modalities are becoming a part of the offerings at its hospital, including equine care. With 14 clinics located in 10 states as of the date of this filing, Inspire purchases existing hospitals which have the financial track record, marketplace advantages and future growth potential to make them worthy acquisition targets. Because the company leverages a leadership and support structure which is distributed throughout the United States, acquisitions are not centralized to one geographic area. The Company operates its business as one operating and one reportable segment. Services provided at owned hospitals include preventive care for companion animals consisting of annual health exams which include: parasite control; dental health; nutrition and body condition counseling; neurological examinations; radiology; bloodwork; skin and coat health and many breed specific preventive care services. Surgical offerings include all soft tissue procedures such as spays and neuters, mass removals, splenectomies and can also include gastropexies, orthopedic procedures and other types of surgical offerings based on a doctor’s training. In many locations additional means of care and alternative procedures are also offered such as acupuncture, chiropractic and various other health and wellness offerings. The Company is the managing member of IVP Practice Holdings Co., LLC (“Holdco”), a Delaware limited liability company, which is the managing member of IVP CO Holding, LLC (“CO Holdco”), a Delaware limited liability company, IVP FL Holding Co., LLC (“FL Holdco”), a Delaware limited liability company, IVP Texas Holding Company, LLC (“TX Holdco”), a Delaware limited liability company, KVC Holding Company, LLC (“KVC Holdco”), a Hawaii limited liability company, and IVP CA Holding Co., LLC (“CA Holdco”), a Delaware limited liability company, IVP MD Holding Company, LLC (“MD Holdco”), a Delaware limited liability company, IVP OH Holding (“OH Holdco”), Co, LLC, a Delaware limited liability company, IVP IN Holding Co., LLC (“IN Holdco”), a Delaware limited liability company, IVP MA Managing Co., LLC, a Delaware limited liability company (“MA Holdco”), and IVP PA Holding Company, LLC, a Delaware limited liability company (“PA Holdco”). The Company through Holdco, operates and controls all business and affairs of CO Holdco, FL Holdco, TX Holdco, KVC Holdco, CA Holdco, MD Holdco. Holdco, OH Holdco, IN Holdco, MA Holdco and PA Holdco is used to acquire hospitals in various states and jurisdictions. The Company is the managing member of IVP Real Estate Holding Co., LLC (“IVP RE”), a Delaware limited liability company, which is the managing member of IVP CO Properties, LLC (“CO RE”), a Delaware limited liability company, IVP FL Properties, LLC (“FL RE”), a Delaware limited liability company, IVP TX Properties, LLC (“TX RE”), a Delaware limited liability company, KVC Properties, LLC, (“KVC RE”), a Hawaii limited liability company, IVP CA Properties, LLC (“CA RE”), a Delaware limited liability company, IVP MD Properties, LLC (“MD RE”), a Delaware limited liability company, IVP OH Properties, LLC (“OH RE”), a Delaware limited liability company, IVP IN Properties, LLC (“IN RE”), a Delaware limited liability company, and IVP PA Properties, LLC (“PA RE”), a Delaware limited liability company. The Company through IVP RE operates and controls all business and affairs of CO RE, FL RE, TX RE, KVC RE, CA RE, MD RE, OH RE, IN RE and PA RE. IVP RE is used to acquire real property in various states and jurisdictions. Initial Public Offering On August 31, 2023, we closed our IPO of 1.6 million shares of class A common stock, at a public price of $4.00 per share. The total net proceeds we received in the IPO were approximately $5.4 million after deducting underwriting discounts and commissions of $512,000 and offering expenses of $448,429. The Company’s class A common shares are traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol IVP. COVID-19 Impacts resulting from the COVID-19 pandemic have resulted in a widespread health crisis that has already adversely affected the economies and financial markets of many countries around the world. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment; all of which have and could further affect the world economy. The extent to which the novel coronavirus may impact the Company’s business, will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, travel restrictions and social distancing in the United States, business closures or business disruptions and the effectiveness of actions taken by governments around the globe to contain and treat the disease. We are unable to predict with certainty the effects of the COVID-19 pandemic on our customers, suppliers and vendors and its impact on the Company’s business. | 1. Description of Business Business Description Inspire Veterinary Partners, Inc. (the “Company” or “Inspire”) is a C-corporation which incorporated in the state of Delaware on December 2, 2020. On June 29, 2022, the Company converted into a Nevada C-corporation (“Conversion”). The Conversion did not result in any change in the corporate name, business, management fiscal year, accounting, location of the principal executive officer, capitalization structure, or assets or liabilities of the Company. The Company owns and operates veterinary hospitals throughout the United States. The Company specializes in small animal general practice hospitals which serve all manner of companion pets, emphasizing canine and feline breeds. As we expand, additional modalities are becoming a part of the services offered at our hospitals, including equine care. With 13 clinics located in 9 states as of March 23, 2023, Inspire purchases existing hospitals which have the financial track record, marketplace advantages and future growth potential to make them worthy acquisition targets. Because the Company leverages a leadership and support structure which is distributed throughout the United States, acquisitions are not centralized to one geographic area. The Company operates its business as one operating and one reportable segment. Services provided at owned hospitals include preventive care for companion animals consisting of annual health exams which include: parasite control; dental health; nutrition and body condition counseling; neurological examinations; radiology; bloodwork; skin and coat health and many breed specific preventive care services. Surgical offerings include all soft tissue procedures such as spays and neuters, mass removals, splenectomies and can also include gastropexies, orthopedic procedures and other types of surgical offerings based on a doctor’s training. In many locations additional means of care and alternative procedures are also offered such as acupuncture, chiropractic and various other health and wellness offerings. The Company is the managing member of IVP Practice Holdings Co., LLC (“Holdco”), a Delaware limited liability company, which is the managing member of IVP CO Holding, LLC (“CO Holdco”), a Delaware limited liability company, IVP FL Holding Co., LLC (“FL Holdco”), a Delaware limited liability company, IVP Texas Holding Company, LLC (“TX Holdco”), a Delaware limited liability company, KVC Holding Company, LLC (“KVC Holdco”), a Hawaii limited liability company, and IVP CA Holding Co., LLC (“CA Holdco”), a Delaware limited liability company and IVP MD Holding Company, LLC (“MD Holdco”), a Delaware limited liability company, IVP OH Holding (“OH Holdco”), Co, LLC, a Delaware limited liability company, IVP IN Holding Co., LLC (“IN Holdco”), a Delaware limited liability company, and IVP MA Holding Company, LLC (“MA Holdco”), a Delaware limited liability company. The Company through Holdco, operates and controls all business and affairs of CO Holdco, FL Holdco, TX Holdco, KVC Holdco, CA Holdco, MD Holdco. Holdco, OH Holdco, IN Holdco and MA Holdco is used to acquire hospitals in various states and jurisdictions. The Company is the managing member of IVP Real Estate Holding Co., LLC (“IVP RE”), a Delaware limited liability company, which is the managing member of IVP CO Properties, LLC (“CO RE”), a Delaware limited liability company, IVP FL Properties, LLC (“FL RE”), a Delaware limited liability company, IVP TX Properties, LLC (“TX RE”), a Delaware limited liability company, KVC Properties, LLC, (“KVC RE”), a Hawaii limited liability company, IVP CA Properties, LLC (“CA RE”), a Delaware limited liability company, IVP MD Properties, LLC (“MD RE”), a Delaware limited liability company, IVP OH Properties, LLC (“OH RE”), and IVP IN Properties, LLC (“IN RE”). The Company through IVP RE operates and controls all business and affairs of CO RE, FL RE, TX RE, KVC RE, CA RE, MD RE, OH RE and IN RE. IVP RE is used to acquire real property in various states and jurisdictions. COVID-19 Impacts resulting from the COVID-19 pandemic have resulted in a widespread health crisis that has already adversely affected the economies and financial markets of many countries around the world. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment; all of which have and could further affect the world economy. The extent to which the novel coronavirus may impact the Company’s business, will depend on future developments which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, travel restrictions and social distancing in the United States, business closures or business disruptions and the effectiveness of actions taken by governments around the globe to contain and treat the disease. We are unable to predict with certainty the effects of the COVID-19 pandemic on our customers, suppliers and vendors and its impact on the Company’s business. |
Significant Accounting Policies
Significant Accounting Policies and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | ||
Significant Accounting Policies and Basis of Presentation | 2. Significant Accounting Policies and Basis of Presentation Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2022, which are included in Form S-1/A (registration statement) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2023. Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2022 and 2021, included in Form S-1/A (registration statement) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2023. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies, except as noted below. The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification(“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2022, condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these unaudited condensed consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of September 30, 2023, had an accumulated deficit of $16,894,193. For the nine months ending September 30, 2023, the Company sustained a net loss of $10,650,745. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on the reporting results of operations and did not affect previously reported amounts in the Balance Sheet, Statement of Changes in Stockholders’ Deficit and Statement of Cash Flows. Accounts Receivable Accounts receivables are recorded at net realizable value. Management evaluates the collectability of accounts receivable and establishes an allowance for doubtful accounts based on historical write-offs, collections, and current economic conditions. Recoveries of receivables previously charged off are offset against bad debt expense when received. The allowance for doubtful accounts was $0 as of September 30, 2023 and December 31, 2022. Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: September 30, 2023 2022 Warrants 959,610 - Convertible Series A Preferred Shares 1,823,366 - Total 2,782,976 - Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | 2. Significant Accounting Policies and Basis of Presentation Restatement On March 30, 2023, the Company’s management in consultation with the Board of Directors of the Company, concluded that in the Company’s previously issued consolidated financial statements for the fiscal year ended December 31, 2021, contained in the registration statement filed on October 25, 2022 and contained in the amendments to the registration statement filed on December 7, 2022, January 4, 2023, January 30, 2023 and February 2, 2023 filed with the Securities and Exchange Commission, should be restated by adjusting provision for income taxes to reflect an expected tax refund for the overpayment of taxes for the year ended December 31, 2021. The need for the restatement arose out of the Company’s re-examination of the income tax provision that discovered the Company had over paid federal and state taxes for the year ended December 31, 2021, due to the Company’s external tax specialist not accounting for the section 332 deferral. The Company has restated its provision for income taxes for the year ended December 31, 2021, to reflect the expected tax refund for the overpayment of taxes that should not have been recognized during the year ended December 31, 2021.This correction to the consolidated statement of operations also impacted the Company’s consolidated balance sheet, statement of stockholder’s equity and certain notes the financial statements. This correction impacts the consolidated statement of cash flows with adjustments to reduce net loss and increase in refundable income tax of $192,139 for the year ended December 31, 2021. The following table presents the impact of the restatement on the Company’s previously reported consolidated statements of operation for the fiscal year ended December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Loss before income taxes (1,256,732 ) - (1,256,732 ) Benefit (provision) for income taxes (266,469 ) 192,139 (74,330 ) Net loss $ (1,523,201 ) $ 192,139 $ (1,331,062 ) Net loss per Class A and B common shares: Basic and diluted $ (0.30 ) $ 0.03 $ (0.27 ) Weighted average shares outstanding per Class A and B common shares: Basic and diluted 5,001,699 5,001,699 5,001,699 The following table presents the impact of the restatement on the Company’s previously reported consolidated balance sheet as of December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Reported Impacts Restated Refundable income tax $ - $ 192,139 $ 192,139 Total assets $ 6,137,625 $ 192,139 $ 6,329,764 Accumulated deficit $ (1,523,661 ) $ 192,139 $ (1,331,522 ) Total stockholder’s deficit $ (1,061,230 ) $ 192,139 $ (869,091 ) Total liabilities and stockholder’s deficit $ 6,137,625 $ 192,139 $ 6,329,764 As shown above, the restatement impacts the classification of amounts within certain equity accounts. Those impact on the statement of stockholders’ deficit for the year ended December 31, 2021 was a reduction to accumulated deficit of $192,139 and a reduction to total stockholders’ deficit of $192,139. In addition loss per share was reduced by $0.03. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of December 31, 2022, had an accumulated deficit of $6,243,448. For the year ending December 31, 2022, the Company sustained a net loss of $4,911,926. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2022 and 2021 the Company had no cash equivalents. Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. Cash is deposited in checking accounts at accredited financial institutions with high credit-quality financial institutions and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, which at times, may exceed federally insured limits. The excess amounts as of December 31, 2022 and 2021, were $43,094 and $1,453,514, respectively. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these high-quality financial institutions. Due from Former Owners The Company enters into asset purchase agreements related to the acquisitions of veterinary hospitals and as part of these agreements contractually obligates the former owners of the veterinary hospitals to reimburse the Company for any monies collected by the former owners for revenues earned subsequent to the closing date of the acquisition, less monies paid by the former owner on behalf of the Company for expenses incurred subsequent to the closing date of the acquisition. Any adjustments relating to pre-acquisition amounts will be reflected in goodwill. Inventory Inventory is recorded at the lower of cost or net realizable value. Cost is using the weighted average method. Inventory consists of inventoriable supplies used for veterinary care and services. Leases The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancellable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight line method of the estimated useful lives of the related assets up to the salvage value. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major Improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amount of the assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in operations. Estimated useful lives are as follows for major classes of property and equipment: Computers and equipment 3 – 7 years Furniture and fixtures 5 – 7 years Automobile 5 – 7 years Leasehold improvements 5 – 15 years Buildings 5 – 15 years Acquisitions The Company enters into acquisitions primarily with existing veterinary hospitals throughout the United States. When we acquire a business or assets that are determined to meet the definition of a business, we allocate the purchase consideration paid to acquire the business to the assets and liabilities acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. If during the measurement period (a period not to exceed 12 months from the acquisition date) we receive additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown to us, we make the appropriate adjustments to the purchase price allocation in the reporting period that the amounts are determined. Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than it’s carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. The Company has recorded Goodwill in connection with business acquisitions during the years ended December 31, 2022 and 2021 (see Note 5). During the years ended December 31, 2022 and 2021, the Company recorded no impairment of Goodwill. Intangible Assets Intangible assets consist of client list, trademark and non-compete intangibles that result from the acquisition of veterinary hospital or practices. Client list intangible represent the value of the long-term client relationship from the veterinary hospitals and practices. Trademark intangible assets represent the value associated with the brand names in place at the date of the acquisition. Non-compete intangible assets represent the value associated with non-compete agreements for former employees and owners in place at the date of the acquisition. The client lists and trademark are included in intangible assets reported in the balance sheet which are being amortized over a 5-year term based on the estimated economic useful life of the client list and trademark. The amortization of the intangible asset is computed using the straight-line method. The intangibles are evaluated for impairment on an annual basis or more frequently whenever events or circumstances occur indicating that the carrying amount may not be recoverable. Revenue Recognition The Company recognizes service revenue from veterinary care services once the service is completed, as this is when the customer has the ability to direct the use of and obtain the benefits of the service. Payment terms are typically at the point of sale but may also occur upon completion of the service. The Company’s service contracts are primarily with veterinary customers. Product revenue is recognized when control passes, which occurs at a point in time when the customer completes a transaction at our animal hospitals or clinics and receives the product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are the delivery of veterinary services at the estimated net realizable amount for those services and goods. The Company’s accounting methodologies and processes include an evaluation of the historical collection and consideration of whether contractual allowances are necessary based on the historical experience. Revenue is reported net of sales discounts and excludes sales taxes. As the Company generally requires payment at the point in time of service or delivery of goods, the evaluation of such contractual allowances and collection on accounts receivables is insignificant and management determined that no such reserves or allowances were necessary as of December 31, 2022. Cost of service revenue (exclusive of depreciation and amortization). Cost of service revenue consists of cost directly related to the animal services provided at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, laboratory costs, pet supply costs, third-party veterinarian contractors, office rent, utilities, supplies, and other cost arising as a result of the services being performed, excluding depreciation and amortization. Cost of product revenue (exclusive of depreciation and amortization). Cost of product revenue consists of cost directly related to the product sales at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, purchase price of the medication we dispense, and purchase price of product sold, excluding depreciation and amortization. General and administrative expenses General and administrative expenses include personnel-related compensation costs for corporate employees, such as management, accounting, legal, acquisition related and non-recurring expenses, insurance and other expenses used to operate the business. Depreciation and Amortization Expense Depreciation and amortization expenses mainly relate to the assets used in generating revenue. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. As of December 31, 2022, the Company has not recognized any beneficial conversion features on its convertible instruments. The Company records a discount to convertible notes and convertible preferred stock for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note, if applicable. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the event is resolved. Debt Issuance Costs Debt issuance costs are specifically identifiable costs associated with issuance of a new debt instrument. Debt issuance costs are reported on the consolidated balance sheet as a direct deduction from the face amount of the related debt. Debt issuance costs are amortized to interest expense over the term of the related debt. Advertising Costs The Companies expense advertising costs as they are incurred. Advertising expenses were $28,469 and $609 for the years ending December 31, 2022 and 2021, respectively. These costs are included in “General and administrative expenses” in the accompanying consolidated statements of operations. Stock Warrants Certain warrants that were granted by the Company for lenders through convertible bridge loans transactions (see also Note 6 Debt - Bridge Note) are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own stock. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet. The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt. The fair value of the warrants was determined using a Black Scholes valuation and applying a discount for the lack of marketability for the warrants. Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. Income Tax The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment [Abstract] | ||
Property and Equipment | 3. Property and equipment As of September 30, 2023 and December 31, 2022, property and equipment, net, consisted of the following: September 30, December 31, 2023 2022 Land $ 1,839,596 $ 1,839,596 Computers and equipment 1,361,716 1,321,708 Furniture and fixtures 143,874 143,874 Automobile 101,269 69,083 Leasehold improvements 383,879 95,991 Buildings 4,162,088 4,162,088 7,992,422 7,632,340 Less - accumulated depreciation (677,498 ) (309,290 ) Property and Equipment, net $ 7,314,924 $ 7,323,050 Depreciation expense was $128,517 and $39,402 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was $368,208 and $133,963 for the nine months ended September 30, 2023 and 2022, respectively. | 3. Property and equipment As of December 31, 2022 and 2021, property and equipment, net, consisted of the following: December 31, December 31, 2022 2021 Land $ 1,839,596 $ 863,973 Computers and equipment 1,321,708 173,498 Furniture and fixtures 143,874 9,710 Automobile 69,083 21,050 Leasehold improvements 95,991 15,027 Buildings 4,162,088 997,711 7,632,340 2,080,969 Less - accumulated depreciation (309,290 ) (45,903 ) Property and Equipment, net $ 7,323,050 $ 2,035,066 Depreciation expense was $263,387 and $45,903 for the years ended December 31, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | ||
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets The following summarizes the Companies’ intangibles assets as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Client List $ 1,851,000 $ 1,851,000 Noncompete Agreement 354.300 354,300 Trademark 852,700 852,700 Other Intangible Assets 45,835 41,819 Accumulated amortization (917,861 ) (370,245 ) $ 2,185,974 $ 2,729,574 Amortization expense was $184,799 and $120,408 for the three months ended September 30, 2023 and 2022, respectively. Amortization expense was $547,616 and $188,202 for the nine months ended September 30, 2023 and 2022, respectively. Expected future amortization expense of intangible assets as of September 30, 2023 is as follows: Remainder of 2023 184,181 2024 667,551 2025 548,521 2026 503,239 2027 282,482 $ 2,185,974 | 4. Goodwill and Intangible Assets The following summarizes the Companies’ intangibles assets as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Client List $ 1,824,400 $ 186,000 Noncompete Agreement 380,900 5,300 Trademark 852,700 85,900 Other Intangible Assets 41,819 - Accumulated amortization (370,245 ) (38,005 ) $ 2,729,574 $ 239,195 Amortization expense was $332,240 and $38,005 for the years ended December 31, 2022 and 2021, respectively. Expected future amortization expense of intangible assets as of December 31, 2022 is as follows: 2023 739,193 2024 673,627 2025 541,862 2026 497,497 2027 277,396 $ 2,729,574 |
Business Acquisitions
Business Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisitions [Abstract] | ||
Business Acquisitions | 5. Business acquisitions Advanced Veterinary Care of Pasco On January 14, 2022, the Company acquired the veterinary practice and related assets of Advanced Veterinary Care of Pasco in Hudson, FL by entering into an Asset Purchase Agreement (“Advanced Veterinary APA”) with Advanced Veterinary Care of Pasco, LLC (“AVP”) and DJA Asset Management, LLC, (“DJA”) (the “Pasco Practice” or collectively “Pasco”) in exchange for the payment of $1,014,000 through the Company’s wholly owned subsidiary, IVP FL Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $817,135 (See Note 6 – Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $164,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Pasco Practice in the amount of $1,014,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 850,000 Note Payable 164,000 Acquisition costs included in general and administrative 25,315 Recognized amounts of identifiable assets acquired Inventory 35,000 Furniture, fixtures & equipment 144,904 Trademark (5-year life) 97,600 Non-compete agreement (2-year life) 25,500 Client list (5-year life) 157,000 Total identifiable net assets assumed 460,004 Goodwill 553,996 Total $ 1,014,000 Since we first reported the preliminary purchase price allocation for the Pasco transaction as of June 30, 2022, the Company made measurement periodic adjustment, which composed of a $74,904 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Lytle Veterinary Clinic On March 15, 2022, the Company acquired the veterinary practice and related assets of Lytle Veterinary Clinic in Texas by entering into an Asset Purchase Agreement (“Lytle APA”) with Lytle Veterinary Clinic, Inc. (“Lytle”) in exchange for the payment of $662,469 through the Company’s wholly owned subsidiary IVP Texas Holding Company, LLC and its wholly owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the Company the real estate operations (land and buildings) utilized by the Lytle Practice was purchased through a Bill of Sale in exchange for $ 780,000 from the Lytle Practice through the Company’s wholly owned subsidiary, IVP Texas Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $1,141,098 (See Note 6 – “Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Lytle Practice in the amount of $1,442,469 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,342,469 Note Payable 100,000 Acquisition costs included in general and administrative 43,605 Recognized amounts of identifiable assets acquired Inventory 28,894 Buildings 660,000 Land 120,000 Furniture, fixtures & equipment 22,991 Tradename – trademarks (5-year life) 40,300 Non-compete agreement (2-year life) 23,200 Client list (5-year life) 116,000 Total identifiable net assets assumed 1,011,385 Goodwill 431,084 Total $ 1,442,469 Since we first reported the preliminary purchase price allocation for the Lytle transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $46,563 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Southern Kern Veterinary Clinic On March 22, 2022, the Company acquired the veterinary practice and related assets of Southern Kern Veterinary Clinic in California by entering into an Asset Purchase Agreement (“Kern APA”) with Southern Kern Veterinary Clinic, Inc. (“Kern”) in exchange for the payment of $1,500,000 through the Company’s wholly owned subsidiary IVP CA Holding Co., LLC and its wholly owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the real estate operations (land and buildings) utilized by the Kern Practice was purchased through a Bill of Sale in exchange for $500,000 from the Kern Practice through the Company’s wholly owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $1,700,000 (See Note 6 – “Debt – Master Lending and Credit Facility). The total cash consideration paid for the combined acquisitions from the Kern Practice in the amount of $2,000,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,000,000 Acquisition costs included in general and administrative 34,812 Recognized amounts of identifiable assets acquired Inventory 25,000 Buildings 425,156 Land 74,844 Furniture, fixtures & equipment 176,862 Tradename – Trademarks (5-year life) 57,800 Non-compete agreement (2-year life) 38,600 Client list (5-year life) 249,000 Total identifiable net assets assumed 1,047,262 Goodwill 952,738 Total $ 2,000,000 Since we first reported the preliminary purchase price allocation for the Kern transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $76,862 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Bartow Animal Clinic On May 18, 2022, the Company acquired the veterinary practice and related assets of Bartow Animal Clinic in Bartow, FL by entering into an Asset Purchase Agreement (“Bartow APA”) with Winter Park Veterinary Clinic, Inc. (“Bartow”) in exchange for the payment of $1,055,000 through the Company’s wholly owned subsidiary IVP FL Holding Company LLC. Simultaneously, the real estate operations (land and buildings) utilized by the Bartow Practice was purchased through a Bill of Sale in exchange for $350,000 from the Bartow Practice through the Company’s wholly owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $969,000 (See Note 6 – “Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Bartow Practice in the amount of $1,405,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,305,000 Notes Payable 100,000 Acquisition costs included in general and administrative 14,960 Recognized amounts of identifiable assets acquired Inventory 15,000 Buildings 230,000 Land 60,000 Furniture, fixtures & equipment 171,984 Tradename – Trademarks (5-year life) 49,800 Non-compete agreement (2-year life) 13,900 Client list (5-year life) 90,000 Total identifiable net assets assumed 630,684 Goodwill 774,316 Total $ 1,405,000 Since we first reported the preliminary purchase price allocation for the Bartow transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $96,984 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Dietz Family Pet Hospital On June 15, 2022, the Company acquired the veterinary practice and related assets of Dietz Family Pet Hospital in Richmond, TX by entering into an Asset Purchase Agreement (“Dietz APA”) with Dietz Family Pet Hospital, P.A. (“Dietz”) in exchange for the payment of $500,000 through the Company’s wholly owned subsidiary IVP Texas Holding Company LLC and its wholly owned subsidiary, IVP Texas Managing Co. LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $382,500 (See Note 6 – “Debt – Master Lending and Credit Facility) and note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition of the Dietz Practice in the amount of $500,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 450,000 Notes Payable 50,000 Acquisition costs included in general and administrative 20,193 Recognized amounts of identifiable assets acquired Inventory 21,000 Furniture, fixtures & equipment 59,151 Tradename – trademarks (5-year life) 37,800 Non-compete agreement (2-year life) 12,200 Customer Lists (5-year life) 32,000 Total identifiable net assets assumed 162,151 Goodwill 337,849 Total $ 500,000 Since we first reported the preliminary purchase price allocation for the Dietz transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $15,849 decrease to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Aberdeen Veterinary Clinic On July 29, 2022, the Company acquired the veterinary practice and related assets of Aberdeen Veterinary Clinic in Aberdeen, MD (“Aberdeen Practice”) by entering into an Asset Purchase Agreement (“Aberdeen APA”) with Fritz Enterprises, Inc. in exchange for the payment of $574,683 through the Company’s wholly owned subsidiary, IVP MD Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $445,981 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Aberdeen Practice in the amount of $574,683 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 524,683 Convertible Notes Payable 50,000 Acquisition costs included in general and administrative 17,762 Recognized amounts of identifiable assets acquired Inventory 20,000 Furniture, fixtures & equipment 145,982 Trademark (5-year life) 18,600 Non-compete agreement (2-year life) 9,700 Client list (5-year life) 25,000 Total identifiable net assets assumed 219,282 Goodwill 355,401 Total $ 574,683 Since we first reported the preliminary purchase price allocation for the Aberdeen transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $30,882 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. All Breed Pet Care On August 12, 2022, the Company acquired the veterinary practice and related assets of All Breed Pet Care veterinary clinic in Newburgh, IN by entering into an Asset Purchase Agreement (“All Breed APA”) with Tejal Rege (the “All Breed Practice” or collectively “All Breed”) in exchange for the payment of $952,000 through the Company’s wholly owned subsidiary IVP IN Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the All Breed practice was purchased through a Bill of Sale in exchange for $1,200,000 from All Breed Pet Care, LLC through the Company’s wholly owned subsidiary, IVP IN Properties, LLC. These acquisitions were financed by three loans provided by Farmers National Bank of Danville Kentucky for a total $1,765,450 (See Note 6 – Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $75,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition of the All Breed Practice in the amount of $2,122,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,077,000 Convertible Notes Payable 75,000 Acquisition costs included in general and administrative 15,000 Recognized amounts of identifiable assets acquired Inventory 45,000 Building 1,045,000 Land 155,000 Furniture, fixtures & equipment 170,013 Trademark (5-year life) 63,600 Non-compete agreement (2-year life) 31,800 Client list (5-year life) 196,000 Total identifiable net assets assumed 1,706,413 Goodwill 445,587 Total $ 2,152,000 Since we first reported the preliminary purchase price allocation for the All Breed transaction as of June 30, 2022, the Company made measurement period adjustments, which composed of a $20,000 increase to Inventory and a $70,013 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Pony Express On October 31, 2022, the Company acquired the veterinary practice and related assets of Pony Express Veterinary Clinic in Xenia, OH (“Pony Express Practice” or collectively “Pony Express”) by entering into an Asset Purchase Agreement (“Pony Express APA”) with Pony Express Veterinary Hospital, Inc. in exchange for the payment of $2,608,652 through the Company’s wholly owned subsidiary, IVP OH Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Pony Express practice was purchased through a Bill of Sale in exchange for $500,000 from Pony Expressions Enterprises, Ltd through the Company’s wholly owned subsidiary, IVP OH Properties, LLC. This acquisition was financed by three loans provided by First Southern National Bank for a total of $2,853,314 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $200,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Pony Express Practice in the amount of $3,108,652 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,908,652 Convertible Note Payable 200,000 Acquisition costs included in general and administrative 6,077 Recognized amounts of identifiable assets acquired Inventory 44,000 Building 234,221 Land 265,779 Furniture, fixtures & equipment 253,072 Trademark (5-year life) 276,900 Non-compete agreement (2-year life) 120,400 Client list (5-year life) 556,000 Total identifiable net assets assumed 1,760,372 Goodwill 1,348,280 Total $ 3,108,652 Williamsburg On December 9, 2022, the Company acquired the veterinary practice and related assets of Williamsburg Veterinary Clinic in Williamsburg, MA (“Williamsburg Practice”) by entering into an Asset Purchase Agreement (“Williamsburg APA”) with Williamsburg Animal Clinic, LLC in exchange for the payment of $850,000 through the Company’s wholly owned subsidiary, IVP MA Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $637,500 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Williamsburg Practice in the amount of $850,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 750,000 Convertible Note Payable 100,000 Acquisition costs included in general and administrative 19,196 Recognized amounts of identifiable assets acquired Inventory 61,196 Building - Land - Furniture, fixtures & equipment 28,202 Trademark (5-year life) 79,500 Non-compete agreement (2-year life) 56,300 Client list (5-year life) 190,000 Total identifiable net assets assumed 415,198 Goodwill 434,802 Total $ 850,000 Old 41 On December 16, 2022, the Company acquired the veterinary practice and related assets of The Old 41 Veterinary Clinic in Bonita Springs, FL (“Old 41 Practice” or collectively “Old 41”) by entering into an Asset Purchase Agreement (“Old 41 APA”) with The Old 41 Animal Hospital, LLC in exchange for the payment of $665,000 through the Company’s wholly owned subsidiary, IVP FL Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Old 41 practice was purchased through a Bill of Sale in exchange for $800,000 from Scott A. Gregory DVM, LLC through the Company’s wholly owned subsidiary, IVP FL Properties, LLC. This acquisition was financed by two loans provided by First Southern National Bank for a total of $1,208,000 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Old 41 Practice in the amount of $1,465,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,415,000 Convertible Note Payable 50,000 Acquisition costs included in general and administrative 12,820 Recognized amounts of identifiable assets acquired Inventory 15,804 Building 570,000 Land 300,000 Furniture, fixtures & equipment 103,239 Trademark (5-year life) 44,900 Non-compete agreement (2-year life) 17,400 Client list (5-year life) 44,000 Total identifiable net assets assumed 1,095,343 Goodwill 369,657 Total $ 1,465,000 Pro-Forma Financial Information (Unaudited) The following unaudited pro forma information presents the consolidated results of Pasco Practice, Kern Practice, Lytle Practice, Bartow Practice, Dietz Practice, Aberdeen Practice, All Breed Practice, Pony Express Practice, Williamsburg Practice, and Old 41 Practice included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2022, as if the acquisitions were made on January 1, 2022. The unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the acquisition as part of combining the operations of the companies. As a result of the adjustment, $111,045 and $49,595 of amortization expense for the acquired intangible assets was applied in calculating the Net Loss, for the nine and three months ended September 30, 2022, respectively. The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2022, are as follows: Nine Months Three Months September 30, September 30, Revenue $ 8,754,610 $ 5,710,738 Costs and expenses 10,312,255 7,147,711 Loss from operations (1,557,645 ) (1,436,973 ) Other income (expense) (842,027 ) (643,183 ) Loss before income taxes (2,399,672 ) (2,080,156 ) Provision of income taxes 30,094 30,094 Net income (loss) (2,369,578 ) (2,050,062 ) | 5. Business acquisitions Kauai Veterinary Clinic On January 25, 2021, the Company acquired Kauai Veterinary Clinic, Inc., located in Lihue, Hawaii on the island of Kauai providing regional and local veterinary services (“Kauai Veterinary Clinic” or “KVC”), by entering into a Stock Purchase and Sale Agreement (“KVC SPA”) with the shareholders of KVC to acquire 100% of its issued and outstanding stock in exchange for $1,505,000 dollars (the “KVC Purchase Price) paid to the shareholders of KVC through the Company’s wholly owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously to the closing of KVC, the Company acquired the underlying real estate from a third party in exchange for $1,300,000 through the Company’s wholly owned subsidiary, IVP Real Estate Holding Co., LLC. These two acquisitions were financed by the three loans provided by First Southern National Bank for a total of $2,383,400 (See Note 6 – “Debt – FSNB Commercial Loans). The total cash consideration paid for the acquisition from the KVC Practice in the amount of $1,505,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash $ 1,505,000 Acquisition costs included in general and administrative 37,495 Recognized amounts of identifiable assets acquired Furniture, fixtures & equipment 81,654 Tradename (5-year life) 41,300 Client list (5-year life) 126,000 Total identifiable net assets assumed 248,954 Goodwill 1,256,046 Total $ 1,505,000 Chiefland Animal Hospital On August 20, 2021, the Company acquired the veterinary practice and related assets of Chiefland Animal Hospital by entering into an Asset Purchase Agreement (“Chiefland APA”) with Polycontec, Inc. (the “Chiefland Practice”) in exchange for the payment of $285,000 through the Company’s wholly owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously, the Company the real estate operations (land and buildings) utilized by the Chiefland Practice was purchased through a Bill of Sale in exchange for $279,500 from the Chiefland Practice through the Company’s wholly owned subsidiary, IVP Real Estate Holding Co., LLC. These acquisitions were financed with two loans provided by WealthSouth, a division of Farmers National Bank for a total of $469,259. (See Note 6 – “Debt – Master Lending and Credit Facility). The total cash consideration paid for the combined acquisitions from the Chiefland Practice in the amount of $564,500 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash $ 564,500 Acquisition costs included in general and administrative 34,979 Recognized amounts of identifiable assets acquired Buildings 159,350 Land 131,831 Furniture, fixtures & equipment 11,995 Tradename (5-year life) 17,200 Client list (5-year life) 60,000 Total identifiable net assets assumed 380,376 Goodwill 184,124 Total $ 564,500 Pets & Friends Animal Hospital On October 7, 2021, the Company acquired the veterinary practice and related assets of the Pets & Friends Animal Hospital by entering into an Asset Purchase Agreement (“P&F APA”) with Pets & Friends Animal Hospital, LLC (“P&F”) in exchange for the payment of $ 375,000 through the Company’s wholly owned subsidiary, IVP Practice Holding Company, LLC. Simultaneously, the Company the real estate operations (land and buildings) utilized by the P&F Practice was purchased through a Bill of Sale in exchange for $264,141 from the P&F Practice through the Company’s wholly owned subsidiary, IVP Real Estate Holding Co., LLC. These acquisitions were financed with two loans provided by WealthSouth, a division of Farmers National Bank for a total of $535,500. (See Note 6 – “Debt – Master Lending and Credit Facility). The total cash consideration paid for the combined acquisitions from the P&F Practice in the amount of $630,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash $ 630,000 Acquisition costs included in general and administrative 55,831 Recognized amounts of identifiable assets acquired Inventory 41,000 Buildings 181,999 Land 82,142 Furniture, fixtures & equipment 121,486 Non-compete agreement (2-year life) 5,300 Tradename (5-year life) 27,400 Total identifiable net assets assumed 459,327 Goodwill 170,673 Total $ 630,000 Advanced Veterinary Care of Pasco On January 14, 2022, the Company acquired the veterinary practice and related assets of Advanced Veterinary Care of Pasco in Hudson, FL by entering into an Asset Purchase Agreement (“Advanced Veterinary APA”) with Advanced Veterinary Care of Pasco, LLC (“AVP”) and DJA Asset Management, LLC, (“DJA”) (the “Pasco Practice” or collectively “Pasco”) in exchange for the payment of $1,014,000 through the Company’s wholly owned subsidiary, IVP FL Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $817,135 (See Note 6 – Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $164,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Pasco Practice in the amount of $1,014,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 850,000 Note Payable 164,000 Acquisition costs included in general and administrative 25,315 Recognized amounts of identifiable assets acquired Inventory 35,000 Furniture, fixtures & equipment 144,904 Trademark (5-year life) 97,600 Non-compete agreement (2-year life) 25,500 Client list (5-year life) 157,000 Total identifiable net assets assumed 460,004 Goodwill 553,996 Total $ 1,014,000 Since we first reported the preliminary purchase price allocation for the Pasco transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $74,904 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Lytle Veterinary Clinic On March 15, 2022, the Company acquired the veterinary practice and related assets of Lytle Veterinary Clinic in Texas by entering into an Asset Purchase Agreement (“Lytle APA”) with Lytle Veterinary Clinic, Inc. (“Lytle”) in exchange for the payment of $662,469 through the Company’s wholly owned subsidiary IVP Texas Holding Company, LLC and its wholly owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the Company the real estate operations (land and buildings) utilized by the Lytle Practice was purchased through a Bill of Sale in exchange for $ 780,000 from the Lytle Practice through the Company’s wholly owned subsidiary, IVP Texas Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $1,141,098 (See Note 6 – “Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Lytle Practice in the amount of $1,442,469 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,342,469 Note Payable 100,000 Acquisition costs included in general and administrative 43,605 Recognized amounts of identifiable assets acquired Inventory 28,894 Buildings 660,000 Land 120,000 Furniture, fixtures & equipment 22,991 Tradename – trademarks (5-year life) 40,300 Non-compete agreement (2-year life) 23,200 Client list (5-year life) 116,000 Total identifiable net assets assumed 1,011,385 Goodwill 431,084 Total $ 1,442,469 Since we first reported the preliminary purchase price allocation for the Lytle transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $46,563 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Southern Kern Veterinary Clinic On March 22, 2022, the Company acquired the veterinary practice and related assets of Southern Kern Veterinary Clinic in California by entering into an Asset Purchase Agreement (“Kern APA”) with Southern Kern Veterinary Clinic, Inc. (“Kern”) in exchange for the payment of $1,500,000 through the Company’s wholly owned subsidiary IVP CA Holding Co., LLC and its wholly owned subsidiary, IVP Texas Managing Co., LLC. Simultaneously, the real estate operations (land and buildings) utilized by the Kern Practice was purchased through a Bill of Sale in exchange for $500,000 from the Kern Practice through the Company’s wholly owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $1,700,000 (See Note 6 – “Debt – Master Lending and Credit Facility). The total cash consideration paid for the combined acquisitions from the Kern Practice in the amount of $2,000,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,000,000 Acquisition costs included in general and administrative 34,812 Recognized amounts of identifiable assets acquired Inventory 25,000 Buildings 425,156 Land 74,844 Furniture, fixtures & equipment 176,862 Tradename – Trademarks (5-year life) 57,800 Non-compete agreement (2-year life) 38,600 Client list (5-year life) 249,000 Total identifiable net assets assumed 1,047,262 Goodwill 952,738 Total $ 2,000,000 Since we first reported the preliminary purchase price allocation for the Kern transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $76,862 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Bartow Animal Clinic On May 18, 2022, the Company acquired the veterinary practice and related assets of Bartow Animal Clinic in Bartow, FL by entering into an Asset Purchase Agreement (“Bartow APA”) with Winter Park Veterinary Clinic, Inc. (“Bartow”) in exchange for the payment of $1,055,000 through the Company’s wholly owned subsidiary IVP FL Holding Company LLC. Simultaneously, the real estate operations (land and buildings) utilized by the Bartow Practice was purchased through a Bill of Sale in exchange for $350,000 from the Bartow Practice through the Company’s wholly owned subsidiary, IVP CA Properties, LLC. This acquisition was financed by two loans provided by Farmers National Bank of Danville Kentucky for a total of $969,000 (See Note 6 – “Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the combined acquisitions from the Bartow Practice in the amount of $1,405,000 was accounted for the acquisition as single business combinations, in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,305,000 Notes Payable 100,000 Acquisition costs included in general and administrative 14,960 Recognized amounts of identifiable assets acquired Inventory 15,000 Buildings 230,000 Land 60,000 Furniture, fixtures & equipment 171,984 Tradename – Trademarks (5-year life) 49,800 Non-compete agreement (2-year life) 13,900 Client list (5-year life) 90,000 Total identifiable net assets assumed 630,684 Goodwill 774,316 Total $ 1,405,000 Since we first reported the preliminary purchase price allocation for the Bartow transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $96,984 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Dietz Family Pet Hospital On June 15, 2022, the Company acquired the veterinary practice and related assets of Dietz Family Pet Hospital in Richmond, TX by entering into an Asset Purchase Agreement (“Dietz APA”) with Dietz Family Pet Hospital, P.A. (“Dietz”) in exchange for the payment of $500,000 through the Company’s wholly owned subsidiary IVP Texas Holding Company LLC and its wholly owned subsidiary, IVP Texas Managing Co. LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $382,500 (See Note 6 – “Debt – Master Lending and Credit Facility) and note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition of the Dietz Practice in the amount of $500,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 450,000 Notes Payable 50,000 Acquisition costs included in general and administrative 20,193 Recognized amounts of identifiable assets acquired Inventory 21,000 Furniture, fixtures & equipment 59,151 Tradename – trademarks (5-year life) 37,800 Non-compete agreement (2-year life) 12,200 Customer Lists (5-year life) 32,000 Total identifiable net assets assumed 162,151 Goodwill 337,849 Total $ 500,000 Since we first reported the preliminary purchase price allocation for the Dietz transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $15,849 decrease to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Aberdeen Veterinary Clinic On July 29, 2022, the Company acquired the veterinary practice and related assets of Aberdeen Veterinary Clinic in Aberdeen, MD (“Aberdeen Practice”) by entering into an Asset Purchase Agreement (“Aberdeen APA”) with Fritz Enterprises, Inc. in exchange for the payment of $574,683 through the Company’s wholly owned subsidiary, IVP MD Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $445,981 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Aberdeen Practice in the amount of $574,683 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 524,683 Convertible Notes Payable 50,000 Acquisition costs included in general and administrative 17,762 Recognized amounts of identifiable assets acquired Inventory 20,000 Furniture, fixtures & equipment 145,982 Trademark (5-year life) 18,600 Non-compete agreement (2-year life) 9,700 Client list (5-year life) 25,000 Total identifiable net assets assumed 219,282 Goodwill 355,401 Total $ 574,683 Since we first reported the preliminary purchase price allocation for the Aberdeen transaction as of June 30, 2022, the Company made measurement period adjustment, which composed of a $30,882 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. All Breed Pet Care On August 12, 2022, the Company acquired the veterinary practice and related assets of All Breed Pet Care veterinary clinic in Newburgh, IN by entering into an Asset Purchase Agreement (“All Breed APA”) with Tejal Rege (the “All Breed Practice” or collectively “All Breed”) in exchange for the payment of $952,000 through the Company’s wholly owned subsidiary IVP IN Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the All Breed practice was purchased through a Bill of Sale in exchange for $1,200,000 from All Breed Pet Care, LLC through the Company’s wholly owned subsidiary, IVP IN Properties, LLC. These acquisitions were financed by three loans provided by Farmers National Bank of Danville Kentucky for a total $1,765,450 (See Note 6 – Debt – Master Lending and Credit Facility) and convertible note payable due to the sellers on or before September 9, 2027 in the amount of $75,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition of the All Breed Practice in the amount of $2,122,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,077,000 Convertible Notes Payable 75,000 Acquisition costs included in general and administrative 15,000 Recognized amounts of identifiable assets acquired Inventory 45,000 Building 1,045,000 Land 155,000 Furniture, fixtures & equipment 170,013 Trademark (5-year life) 63,600 Non-compete agreement (2-year life) 31,800 Client list (5-year life) 196,000 Total identifiable net assets assumed 1,706,413 Goodwill 445,587 Total $ 2,152,000 Since we first reported the preliminary purchase price allocation for the All Breed transaction as of June 30, 2022, the Company made measurement period adjustments, which composed of a $20,000 increase to Inventory and a $70,013 increase to Furniture, fixtures & equipment. This adjustment did not have a significant impact on our consolidated statements of operations in the period previously presented. The adjustment was recognized in the reporting period in which the adjustment amounts is determined, which was the fourth quarter of 2022. Pony Express On October 31, 2022, the Company acquired the veterinary practice and related assets of Pony Express Veterinary Clinic in Xenia, OH (“Pony Express Practice” or collectively “Pony Express”) by entering into an Asset Purchase Agreement (“Pony Express APA”) with Pony Express Veterinary Hospital, Inc. in exchange for the payment of $2,608,652 through the Company’s wholly owned subsidiary, IVP OH Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Pony Express practice was purchased through a Bill of Sale in exchange for $500,000 from Pony Expressions Enterprises, Ltd through the Company’s wholly owned subsidiary, IVP OH Properties, LLC. This acquisition was financed by three loans provided by First Southern National Bank for a total of $2,853,314 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $200,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Pony Express Practice in the amount of $3,108,652 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 2,908,652 Convertible Note Payable 200,000 Acquisition costs included in general and administrative 6,077 Recognized amounts of identifiable assets acquired Inventory 44,000 Building 234,221 Land 265,779 Furniture, fixtures & equipment 253,072 Trademark (5-year life) 276,900 Non-compete agreement (2-year life) 120,400 Client list (5-year life) 556,000 Total identifiable net assets assumed 1,760,372 Goodwill 1,348,280 Total $ 3,108,652 Williamsburg On December 9, 2022, the Company acquired the veterinary practice and related assets of Williamsburg Veterinary Clinic in Williamsburg, MA (“Williamsburg Practice”) by entering into an Asset Purchase Agreement (“Williamsburg APA”) with Williamsburg Animal Clinic, LLC in exchange for the payment of $850,000 through the Company’s wholly owned subsidiary, IVP MA Holding Company, LLC. This acquisition was financed by a loan provided by Farmers National Bank of Danville Kentucky for a total of $637,500 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $100,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Williamsburg Practice in the amount of $850,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 750,000 Convertible Note Payable 100,000 Acquisition costs included in general and administrative 19,196 Recognized amounts of identifiable assets acquired Inventory 61,196 Building - Land - Furniture, fixtures & equipment 28,202 Trademark (5-year life) 79,500 Non-compete agreement (2-year life) 56,300 Client list (5-year life) 190,000 Total identifiable net assets assumed 415,198 Goodwill 434,802 Total $ 850,000 Old 41 On December 16, 2022, the Company acquired the veterinary practice and related assets of The Old 41 Veterinary Clinic in Bonita Springs, FL (“Old 41 Practice” or collectively “Old 41”) by entering into an Asset Purchase Agreement (“Old 41 APA”) with The Old 41 Animal Hospital, LLC in exchange for the payment of $665,000 through the Company’s wholly owned subsidiary, IVP FL Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Old 41 practice was purchased through a Bill of Sale in exchange for $800,000 from Scott A. Gregory DVM, LLC through the Company’s wholly owned subsidiary, IVP FL Properties, LLC. This acquisition was financed by two loans provided by First Southern National Bank for a total of $1,208,000 (See Note 6 – Debt – Master Lending and Credit Facility) and a convertible note payable due to the sellers on or before September 9, 2027 in the amount of $50,000 with an interest rate per annum of 6% payable on the first business day of January annually beginning in 2023, convertible into the Company’s Series B Common Stock at a 25% discount upon of the opening price of the Company’s public offering, or upon a liquidation event. The total cash consideration paid for the acquisition from the Old 41 Practice in the amount of $1,465,000 was accounted for in accordance with ASC Topic 805. The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 1,415,000 Convertible Note Payable 50,000 Acquisition costs included in general and administrative 12,820 Recognized amounts of identifiable assets acquired Inventory 15,804 Building 570,000 Land 300,000 Furniture, fixtures & equipment 103,239 Trademark (5-year life) 44,900 Non-compete agreement (2-year life) 17,400 Client list (5-year life) 44,000 Total identifiable net assets assumed 1,095,343 Goodwill 369,657 Total $ 1,465,000 Pro-Forma Financial Information (Unaudited) The following pro forma information presents the consolidated results of Inspire, Pasco Practice, Kern Practice, Lytle Practice, Bartow Practice, Dietz Practice, Aberdeen Practice, All Breed Practice, Pony Express Practice, Williamsburg Practice, and Old 41 Practice for the year ended December 31, 2022 as if the acquisitions were made on January 1, 2022. The following pro forma information presents the consolidated results of Inspire, Kauai Veterinary Clinic, Chiefland Practice, P&F Practice, Pasco Practice, Kern Practice, Lytle Practice, Bartow Practice, Dietz Practice, Aberdeen Practice, All Breed Practice, Pony Express Practice, Williamsburg Practice, and Old 41 Practice for the year ended December 31, 2021 as if the acquisitions were made on January 1, 2021. The unaudited pro forma information is presented for illustrative purposes only. It is not necessarily indicative of the results of operations of future periods, or the results of operations that actually would have been realized had the entities been a single company during the periods presented or the results that the combined company will experience after the acquisition. The unaudited pro forma information does not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma information also does not include any integration costs or remaining future transaction costs that the companies may incur related to the acquisition as part of combining the operations of the companies. As a result of the adjustment, $318,744 and $18,343 of amortization expense for the acquired intangible assets was applied in calculating the Net Loss, for the year ended December 31, 2022 and 2021, respectively. The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2022 and 2021, are as follows: For the year ended December 31, December 31, Revenue $ 16,953,261 $ 17,471,036 Costs and expenses 18,666,172 16,235,014 (Loss) income from operations (1,712,9111 ) 1,236,022 Other expense (1,423,882 ) (211,091 ) (Loss) income before income taxes (3,136,793 ) 1,024,931 Income tax benefit (expense) 30,094 (74,330 ) Net (loss) income $ (3,106,699 ) $ 950,601 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 6. Debt Master Lending and Credit Facility On June 25, 2021, the Company entered into a master line of credit loan agreement (“MLOCA”) with Wealth South a division of Farmers National Bank of Danville, Kentucky (“FNBD”). The MLOCA provides for a $2,000,000 revolving secured credit facility (“Revolving Line”) to be drawn for the initial purchase of veterinary clinical practices (“Practices”) and a $8,000,000 closed end line of credit (“Closed End Line”) to be disbursed as individual loans (Term Loans) to paydown draws on the Revolving Line and to provide longer term financing of the purchase of Practices. Each draw on the Revolving Line shall be repaid with a Term Loan out of the Closed End Line within one hundred and twenty (120) days of the draw on the Revolving Line. Each draw on the Revolving Line and the Closed End Line shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Revolving Line or a Term Loan remains unpaid with FNBD. The Revolving Line has an interest rate equal to the New York Prime Rate plus 0.50% that shall never be less than 3.57%. Each Term Loan issued under the Closed End Line shall have a fixed interest rate of 3.98% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest rate will equal to the New York Prime Rate plus 0.65% that shall never be less than 3.57%. Each Practice to be acquired must have a minimum projected debt-service coverage ratio (“DSCR”) of 1.0x, defined as earnings before interest depreciation and amortization (“EBIDA”)/Annual Debt Service Requirement. The MLOCA terminates and the Revolving Line matures on June 25, 2023. Under the MLOCA the Term Loans to acquire a Practice shall not exceed 10 years. The first twelve months of the Term Loan may be interest only. Thereafter, the Loan will convert to an amortizing loan with monthly principal and interest payments. For Practice only Term Loans (“Practice Term Loans”), after the initial twelve-month interest only period, the balance will amortize over 9 years. For Loans made to purchase real property (“RE Term Loans”), after the initial twelve-month interest only period, the balance will amortize over a 19-year period. There is no prepayment penalty on payments on the Revolving Line. The Term Loans are subject to a refinance fee of 2% of the then outstanding principal balance of the Term Loan if paid within two years of entering into the Term Loan and 1% of the then outstanding principal balance of the Term Loan if paid within three to five years of entering into the Term Loan. The refinance fee is due only if the Term Loan is paid off by refinancing. Borrowing under the MLOCA are guaranteed by Kimball Carr, CEO & President of the Company. On August 18, 2022 the MLOCA was amended and restated to terminate the revolving feature on the Revolving Line and convert the line of credit to a closed end draw note (“Closed End Draw Note”) that mature on August 18, 2024. Each draw on the Closed End Draw Note shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Closed End Draw Note or a Term Loan remains unpaid with FNBD. The interest rate charge on all sums advance under the amended and restated MLOCA shall be 5.25% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest will be equal to the New York Prime Rate plus 0.65% that shall never be less than 4.75%. Each Practice to be acquired must have a minimum projected DSCR of 1.0x, defined as EBIDA/Annual Debt Service Requirement. The MLOCA terminates and the Closed End Draw Note matures on August 18, 2024. Notes payable to FNBD as of September 30, 2023 and December 31, 2022 consisted of the following: Original Acquisition Entered Maturity Interest September 30, December 31, Issuance $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 230,945 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 215,706 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 210,970 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 296,380 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 766,197 817,135 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 455,908 478,098 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 651,369 663,000 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 417,544 425,000 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,215,823 1,275,000 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 243,636 246,500 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 700,247 722,500 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 373,669 382,500 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 439,161 445,981 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,017,081 1,020,000 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 515,562 519,527 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 224,306 225,923 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 637,500 2,556 $ 8,863,423 $ 8,612,004 $ 8,863,423 $ 81,109 The Company amortized $1,412 and $1,924 of issuance cost in the aggregate during the three months ended September 30, 2023 and 2022, respectively, and $5,436 and $4,734 of issuance cost in the aggregate during the nine months ended September 30, 2023 and 2022, respectively, for the FNBD notes payable. FSB Commercial Loans On January 11, 2021, the Company entered into three separate commercial loans with First Southern National Bank (“FSB”) as part of the Kauai Veterinary Clinic, LLC acquisition. The first commercial loan in the amount of $1,105,000 has a fixed interest rate of 4.35% and a maturity date of January 15, 2024. The commercial loan was modified in January 2021 to extend the maturity date to February 25, 2041. The fixed rate loan has monthly payments of $6,903 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $13,264 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The second commercial loan with FSB entered into on January 11, 2021 in the amount of $1,278,400 has a fixed interest rate of 4.35% and a maturity date of September 1, 2024. The commercial loan was modified in January 2021 to extend the maturity date to January 25, 2031. The fixed rate loan has monthly payments of $13,157 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $10,085 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The third commercial loan with FSB entered into on January 11, 2021 in the amount of $450,000 has a fixed interest rate of 5.05% and a maturity date of September 11, 2021. The commercial loan was modified on August 25, 2021 to extend the maturity date to February 25, 2023 and increase the principal amount to $469,914. The fixed rate loan has monthly payments of $27,164 and the interest rate remained at 5.05%. The commercial loan had issuance costs of $753 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. On October 31, 2022 the company entered into three separate commercial loans with FSB as part of the Pony Express Practice acquisition. The first loan with FSB that was entered into on October 31, 2022, was in the amount of $2,086,921. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2025. The fixed rate loan has monthly payments of $23,138 except for a final monthly payment of $1,608,530. The commercial loan had issuance costs of $25,575 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The second loan with FSB that was entered into on October 31, 2022, was in the amount of $400,000. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2042. The fixed rate loan has monthly payments of $2,859. The commercial loan had issuance costs of $3,277 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The third loan with FSB that was entered into on October 31, 2022, was in the amount of $700,000. The loan has a fixed interest rate of 6.75% and a maturity date of April 1, 2023. The fixed rate loan has monthly payments of $6,903 except for a final monthly payment of $423,278. The commercial loan did not have any issuance costs that were capitalized. On December 16, 2022, the company entered into two separate commercial loans with FSB as part of the Old 41 Practice acquisition. The first loan with FSB that was entered into on December 16, 2022, was in the amount of $568,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has monthly payments of $4,772, except for a final payment of 593,039. The loan had issuance costs of $4,531 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The second loan with FSB that was entered into December 16, 2022, was in the amount of $640,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has twelve monthly payments of approximately $2,830, followed by monthly payments of $7,443. and the interest rate is 6.50%. The loan had issuance costs of $5,077 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The FSB commercial loans are guaranteed by Kimball Carr, Chief Executive Officer and President and Charles Stith Keiser, our Vice Chairman and Chief Operating Officer. Notes payable to FSB as of September 30, 2023 and December 31, 2022 consisted of the following: Original Acquisition Entered Maturity Interest September 30, December 31, Issuance $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 1,006,834 $ 1,045,310 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 989,691 1,074,251 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % - 53,964 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 1,943,067 2,061,346 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 390,200 398,258 3,277 700,00 Pony Express 10/31/22 8/16/23 6.75 % - 700,000 - 568,000 Old 41 12/16/22 12/16/25 6.5 % 532,812 568,000 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 627,994 640,000 5,077 $ 7,428,235 $ 5,490,598 $ 6,531,377 $ 62,562 The Company amortized $3,482 and $517 of issuance cost in the aggregate during the three months ended September 30, 2023 and 2022, respectively, and $10,389 and $1,536 of issuance cost in the aggregate during the nine months ended September 30, 2023 and 2022, respectively, for the FSB notes payable. Notes payable as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 FNBD Notes Payable $ 8,612,004 $ 8,863,423 FSB Notes Payable 5,490,598 6,531,377 Car loan - 6,653 Total notes payable 14,102,602 15,401,453 Unamortized debt issuance costs (119,415 ) (135,240 ) Notes payable, net of issuance cost 13,983,187 15,266,213 Less current portion (1,061,580 ) (1,549,861 ) Long-term portion $ 12,921,607 $ 13,716,353 Notes payable repayment requirements as of September 30, 2023, in the succeeding years are summarized as follows: Remainder of 2023 $ 248,019 2024 1,087,839 2025 3,700,190 2026 927,965 2027 968,316 Thereafter $ 7,170,273 Bridge Note In December 2021, the Company entered into two bridge loans in the aggregate of $2,500,000 with Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund as short term secured convertible notes (“Bridge Note”). The Bridge Note was convertible into the Company’s common stock, at the time of a successful initial public offering (“IPO”) at the noteholder’s option, at a 35% discount to the IPO price. The Bridge Note had a face value of $2,500,000 with an original issue discount (“OID”) of 12% and had a maturity date of January 24, 2023. The OID of $300,000 was amortized over the life of the loan. If the Company had not issued the Company’s common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified financing”) by January 24, 2023 the conversion price will be set at a 40% discount to the IPO price. The Bridge Note was funded in two installments of net proceeds of $1,100,000 in December 2021 and the second installment January 2022. The Bridge Loan had issuance costs of $70,500 for the first installment and $54,000 for the second installment that is amortized straight line over the life of the loan. The Company amortized $0 and $64,670 of issuance cost for the three months ended September 30, 2023 and 2022 and $62,758 and $92,629 of issuance cost during the nine months ended September 30, 2023 and 2022, respectively. In conjunction with the Bridge Note the Company issued warrants on January 24, 2022 to Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund (collectively the “Bridge Lenders”). The warrants entitled the Bridge Lenders to purchase the Company’s Class A common stock, at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing had not been completed by January 24, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. If a Qualified Financing has not consummated or the Bridge Note had not been repaid in full on or before January 24, 2027, then the quantity of common stock subject to purchase upon exercise of the warrants will be an amount equal to 100% of the face value divided by the per-share price equal to the fair market value of one share of Class A common stock as mutually agreed by the Holder and the Company. The warrants were exercisable through the fifth anniversary of the issuance date. The warrants could be redeemed at the option of the Company at any time following a Qualified Financing if the Company’s common stock trade on a national securities exchange at a price equal to the purchase price of the Company’s common stock in the Qualified Financing multiplied by 2 for a period of ten consecutive trading days On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note loan (“bridge loan”) with Target Capital 1, LLC for $1,136,364. The note is issued at an original issue discount of 12% with an maturity date on the earlier of March 31, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note, and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $1,136,364, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of a Qualified Financing, the Company shall pay to the Holder $1,136,364, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured, or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with Target Capital 1, LLC the company issued the holder 41,167 shares of Class A Common Stock and equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 75% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing. On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note with 622 Capital LLC for $568,182. The note is issued at an original issue discount of 12% with an maturity date on the earlier of January 24, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on July 24, 2023 (the “Final Maturity Date”) or such earlier date as this Note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $568,182, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of Qualified Financing, the Company shall pay to the Holder $568,182, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with 662 Capital LLC the company issued the holder equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 75% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing. The warrants were deemed legally detachable from the Bridge Note and were fair valued using the Black Scholes Method to determine the relative fair values of the Bridge Note and the detachable warrants. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $0.44, volatility rate of 27% and risk-free rate of 1.53% with a 5-year term. The proceeds received for the Bridge Note were allocated to the detached warrants based on the relative fair values. Pursuant to ASC 470 the relative fair value of the warrants attributable to a discount on debt is $429,284; this is amortized to interest expense on a straight-line basis over the term of the loan. On June 30, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each of the Company’s Bridge Note lenders, pursuant to which the lenders exchanged their existing Bridge Notes for 29,896 shares, 352,771 shares, and 59,792 shares, respectively, of Convertible Series A preferred stock (442,458 shares of Convertible Series A Preferred stock in total) (the “Exchange”). The Exchange Agreements will be deemed rescinded and the former Bridge Notes will be deemed reinstated if the Company doesn’t complete an initial public offering by September 1, 2023. Upon the IPO completing on August 31, 2023, the Company recognized the extinguishment of the Bridge Notes pursuant to ASC 470 and recognized a debt extinguishment loss of $16,105. In connection with the Exchange, the Company also issued warrants to purchase additional shares of Class A common stock. The New Warrants were issued in exchange for the existing warrants held by the former Bridge Note lenders. See Note 8 for further information on the Series A preferred stock and the Warrants issued. A roll forward of the bridge note from January 1, 2021 to September 30, 2023 is below: Bridge notes, January 1, 2021 $ - Issued for cash 1,100,000 Amortization of original issue discount 1,644 Debt issuance costs (70,500 ) Amortization of debt issuance costs 773 Bridge notes, December 31, 2021 1,031,917 Issued for cash 2,600,000 Amortization of original issue discount 386,245 Warrant discount (429,284 ) Amortization of warrant discount 303,309 Debt issuance costs (164,000 ) Amortization of debt issuance costs 170,969 Bridge notes, December 31, 2022 3,899,156 Amortization of original issue discount 116,656 Amortization of warrant discount 125,975 Amortization of debt issuance costs 62,758 Bridge notes, March 31, 2023 4,204,545 Bridge notes, June 30, 2023 4,204,545 Extinguishment of bridge notes in exchange for Series A preferred stock upon IPO on August 31, 2023 (4,204,545 ) Bridge notes, September 30, 2023 $ - Convertible Debenture Between March 18 and December 28, 2021, the Company issued $2,102,500 in aggregate principal amount of 6.00% subordinated convertible promissory note (“Convertible Debenture”). During the year ending December 31, 2022 the Company issued $1,612,000 in aggregated principal amount of the 6.00% Convertible Debenture. In March 2023 the Company issued an additional $650,000 in aggregate principal amount of 6.00% Convertible Debenture notes to five (5) separate holders. The Convertible Debenture is convertible into the Company’s Class A Common Stock upon the Company’s offering for sale its shares in a public offering (“IPO”). At the holder’s election, the accrued interest and principal may be paid in cash or Class A Common Stock (such number of shares reflecting a twenty-five percent (25%) discount of the opening price per share of Class A Common Stock). The Convertible Debenture mature 5 years from the date of issuance to each holder. Prior to the maturity date, the holder is entitled to convert the Convertible Note into Class A Common Stock upon the Company’s IPO. Upon an IPO the accrued and unpaid interest is due and payable in cash on the first business day of the following month of March for any balance not elected to be converted into the Class A Common Stock. The Convertible Debenture principal balance was $100,000 and $3,714,500 as of September 30, 2023 and December 31 2022. The Convertible Debenture incurred issuance cost of $40,000 that is amortized straight line over the life of the Convertible Debenture. The Company amortized $2,015 and $2,015 for the three months ended September 30, 2023 and 2022, and $5,890 and $5,980 for the nine months ended September 30, 2023 and 2022. Upon the Company’s IPO closing on August 31, 2023, the majority of Convertible Debenture holders elected to convert an aggregate of $4,014,500 of principal and $399,818 of accrued interest into 1,495,295 shares of class A common stock at a conversion price of $3.00 per share. The Company recorded a beneficial conversion feature as of the date of the conversion of $1,569,395 based on the PO price of $4 per share minus the principal and accrued interest of the Convertible Debenture balance converted into common stock. Four holders of the Convertible Debenture with an aggregate principal balance of $250,000 elected to be paid back in cash and one investor with a principal balance of $100,000 elected to be paid in cash subsequent to September 30, 2023. Loan Payable On May 30, 2023, the Company entered into a financing arrangement for gross proceeds of $1,050,000 with an unrelated third-party financial institution. Under the terms of the agreement, the Company must pay $57,346 each week for 26 weeks with the first payment being due June 6, 2023. The financing arrangement has an effective interest rate of 49%. The financing arrangement includes an original issuance discount (“OID”) of $441,000 and issuance costs of $50,000. The OID and issuance cost associated with the financing arrangement are presented in the balance sheets as a direct deduction from the carrying amount of the financing arrangement and is amortized using the effective interest method. On August 10, 2023, the Company amended the financing arrangement to borrow an additional $507,460 resulting in the weekly repayments increasing to $76,071 to be paid over 20 weeks. The amendment decreased the effective interest rate to 41%. During the three and nine months ended September 30, 2023, the Company amortized $152,711 and $458,100 of OID and issuance cost included in interest expense on the statement of operations, respectively. During the three and nine months ended September 30, 2023, the Company made $876,576 and $1,105,960 in payments on the loan payable. The outstanding balance of the loan payable as of September 30, 2023, is $1,024,040. The financing arrangement is secured by an interest in virtually all assets of the Company with a first security interest in accounts receivable. The financing arrangement is guaranteed by the Company’s CEO. | 6. Debt Master Lending and Credit Facility On June 25, 2021, the Company entered into a master line of credit loan agreement (“MLOCA”) with Wealth South a division of Farmers National Bank of Danville, Kentucky (“FNBD”). The MLOCA provides for a $2,000,000 revolving secured credit facility (“Revolving Line”) to be drawn for the initial purchase of veterinary clinical practices (“Practices”) and a $8,000,000 closed end line of credit (“Closed End Line”) to be disbursed as individual loans (Term Loans) to paydown draws on the Revolving Line and to provide longer term financing of the purchase of Practices. Each draw on the Revolving Line shall be repaid with a Term Loan out of the Closed End Line within one hundred and twenty (120) days of the draw on the Revolving Line. Each draw on the Revolving Line and the Closed End Line shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Revolving Line or a Term Loan remains unpaid with FNBD. The Revolving Line has an interest rate equal to the New York Prime Rate plus 0.50% that shall never be less than 3.57%. Each Term Loan issued under the Closed End Line shall have a fixed interest rate of 3.98% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest rate will equal to the New York Prime Rate plus 0.65% that shall never be less than 3.57%. Each Practice to be acquired must have a minimum projected debt-service coverage ratio (“DSCR”) of 1.0x, defined as earnings before interest depreciation and amortization (“EBIDA”)/Annual Debt Service Requirement. The MLOCA terminates and the Revolving Line matures on June 25, 2023. Under the MLOCA the Term Loans to acquire a Practice shall not exceed 10 years. The first twelve months of the Term Loan may be interest only. Thereafter, the Loan will convert to an amortizing loan with monthly principal and interest payments. For Practice only Term Loans (“Practice Term Loans”), after the initial twelve-month interest only period, the balance will amortize over 9 years. For Loans made to purchase real property (“RE Term Loans”), after the initial twelve-month interest only period, the balance will amortize over a 19-year period. There is no prepayment penalty on payments on the Revolving Line. The Term Loans are subject to a refinance fee of 2% of the then outstanding principal balance of the Term Loan if paid within two years of entering into the Term Loan and 1% of the then outstanding principal balance of the Term Loan if paid within three to five years of entering into the Term Loan. The refinance fee is due only if the Term Loan is paid off by refinancing. Borrowing under the MLOCA are guaranteed by Kimball Carr, CEO & President of the Company. On August 18, 2022 the MLOCA was amended and restated to terminate the revolving feature on the Revolving Line and convert the line of credit to a closed end draw note (“Closed End Draw Note”) that mature on August 18, 2024. Each draw on the Closed End Draw Note shall not exceed eighty-five (85%) percent of the purchase price of the Practice. The Company shall contribute and maintain equity of a minimum of fifteen (15%) percent of the initial purchase price of a Practice as long as any draw on the Closed End Draw Note or a Term Loan remains unpaid with FNBD. The interest rate charge on all sums advance under the amended and restated MLOCA shall be 5.25% for the first five years of the loan. Immediately following the fixed rate period, the rate of interest will be equal to the New York Prime Rate plus 0.65% that shall never be less than 4.75%. Each Practice to be acquired must have a minimum projected DSCR of 1.0x, defined as EBIDA/Annual Debt Service Requirement. The MLOCA terminates and the Closed End Draw Note matures on August 18, 2024. Notes payable to FNBD as of December 31, 2022 and 2021 consisted of the following: Original Acquisition Entered Maturity Interest December 31, December 31, Issuance Cost $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 237,272 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 231,987 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 216,750 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 318,750 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 817,135 - 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 478,098 - 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 663,000 - 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 425,000 - 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,275,000 - 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 246,500 - 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 722,500 - 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 382,500 - 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 445,981 - 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,020,000 - 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 519,527 - 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 225,923 - 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 - 2,556 $ 8,863,243 $ 8,863,423 $ 1,004,759 $ 81,109 The FNBD notes payable entered into during the year ending December 31, 2022 had issuance cost of $58,152 in the aggregate that was capitalized and is being amortized straight line over the life of the loans. The Company amortized $6,813 and $1,357 of issuance cost in the aggregate during the year ending December 31, 2022 and during the year ended December 31, 2021 for the FNBD notes payable. FSB Commercial Loans On January 11, 2021, the Company entered into three separate commercial loans with First Southern National Bank (“FSB”) as part of the Kauai Veterinary Clinic, LLC acquisition. The first commercial loan in the amount of $1,105,000 has a fixed interest rate of 4.35% and a maturity date of January 15, 2024. The commercial loan was modified in January 2021 to extend the maturity date to February 25, 2041. The fixed rate loan has monthly payments of $6,903 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $13,264 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $660 and $615 of issuance cost during the years ended December 31, 2022 and 2021, respectively. The second commercial loan with FSB entered into on January 11, 2021 in the amount of $1,278,400 has a fixed interest rate of 4.35% and a maturity date of September 1, 2024. The commercial loan was modified in January 2021 to extend the maturity date to January 25, 2031. The fixed rate loan has monthly payments of $13,157 and the interest rate remained at 4.35%. The commercial loan had issuance costs of $10,085 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $1,017 and $861 of issuance cost during the years ended December 31, 2022 and 2021, respectively. The third commercial loan with FSB entered into on January 11, 2021 in the amount of $450,000 has a fixed interest rate of 5.05% and a maturity date of September 11, 2021. The commercial loan was modified on August 25, 2021 to extend the maturity date to February 25, 2023 and increase the principal amount to $469,914. The fixed rate loan has monthly payments of $27,164 and the interest rate remained at 5.05%. The commercial loan had issuance costs of $753 for the year ended December 31, 2021 that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $377 and $319 of issuance cost during the years ended December 31, 2022, and 2021, respectively. On October 31, 2022 the Company entered into three separate commercial loans with FSB as part of the Pony Express Practice acquisition. The first loan with FSB that was entered into on October 31, 2022, was in the amount of $2,086,921. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2025. The fixed rate loan has monthly payments of $23,138 except for a final monthly payment of $1,608,530. The commercial loan had issuance costs of $25,575 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $1,423 and $0 of issuance cost during the years ended December 31, 2022 and 2021, respectively. The second loan with FSB that was entered into on October 31, 2022, was in the amount of $400,000. The loan has a fixed interest rate of 5.97% and a maturity date of October 31, 2042. The fixed rate loan has monthly payments of $2,859. The commercial loan had issuance costs of $3,277 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $27 and $0 of issuance cost during the years ended December 31, 2022, and 2021, respectively. The third loan with FSB that was entered into on October 31, 2022, was in the amount of $700,000. The loan has a fixed interest rate of 6.75% and a maturity date of April 1, 2023. The fixed rate loan has monthly payments of $6,903 except for a final monthly payment of $423,278. The commercial loan did not have any issuance costs that were capitalized for the year ended December 31, 2022. On December 16, 2022, the Company entered into two separate commercial loans with FSB as part of the Old 41 Practice acquisition. The first loan with FSB that was entered into on December 16, 2022, was in the amount of $568,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has monthly payments of $4,772, except for a final payment of 593,039. The loan had issuance costs of $4,531 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $62 and $0 of issuance cost during the years ended December 31, 2022 and 2021, respectively. The second loan with FSB that was entered into December 16, 2022, was in the amount of $640,000. The loan has a fixed interest rate of 6.50% and a maturity date of December 16, 2025. The fixed rate loan has twelve monthly payments of approximately $2,830, followed by monthly payments of $7,443. and the interest rate is 6.50%. The loan had issuance costs of $5,077 for the year ended December 31, 2022, that was capitalized and is being amortized straight line over the life of the loan. The Company amortized $69 and $0 of issuance cost during the years ended December 31, 2022, and 2021, respectively. The FSB commercial loans are guaranteed by Kimball Carr, Chief Executive Officer and President and Charles Stith Keiser, our Vice-Chairman and Chief Operating Officer. Notes payable to FSB as of December 31, 2022 and 2021 consisted of the following: Original Acquisition Entered Maturity Interest December 31, December 31, Issuance Cost $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 1,045,310 $ 1,072,468 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 1,074,251 1,182,834 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % 53,964 368,532 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 2,061,346 - 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 398,258 - 3,277 700,000 Pony Express 10/31/22 5/31/23 6.75 % 700,000 - - 568,000 Old 41 12/16/22 12/16/25 6.5 % 568,000 - 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 640,000 - 5,077 $ 7,428,235 $ 6,531,377 $ 2,623,834 $ 62,562 Notes payable as of December 31, 2022 and 2021 consisted of the following: December 31, December 31, 2022 2021 FNBD Notes Payable $ 8,863,423 $ 1,004,759 FSNB Notes Payable 6,531,377 2,623,834 Car loan 6,653 13,309 Total notes payable 15,401,453 3,641,902 Unamortized debt issuance costs (135,240 ) (49,078 ) Notes payable, net of issuance cost 15,266,213 3,592,824 Less current portion (1,549,861 ) (466,124 ) Long-term portion $ 13,716,353 $ 3,126,700 Notes payable repayment requirements in the succeeding years are summarized as follows: 2023 $ 1,549,861 2024 1,087,839 2025 3,700,190 2026 927,965 2027 968,316 Thereafter 7,167,282 Bridge Note In December 2021, the Company entered into two bridge loans in the aggregate of $2,500,000 with Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund as short term secured convertible notes (“Bridge Note”). The Bridge Note is convertible into the Company’s common stock, at the time of a successful initial public offering (“IPO”) at the noteholder’s option, at a 35% discount to the IPO price. The Bridge Note has a face value of $2,500,000 with an original issue discount (“OID”) of 12% and has a maturity date of January 24, 2023. The OID of $300,000 is being amortized over the life of the loan. If the Company has not issued the Company’s common stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission (“SEC”) and the listing of the common stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified financing”) by January 24, 2023 the conversion price will be set at a 40% discount to the IPO price. The Bridge Note was funded in two installments of net proceeds of $1,100,000 in December 2021 and the second installment January 2022. The Bridge Loan had issuance costs of $70,500 for the first installment and $54,000 for the second installment that is amortized straight line over the life of the loan. The Company amortized $123,727 and $773 of issuance cost during the years ended December 31, 2022 and 2021. The Bridge Note has a contingent beneficial conversion feature. The value of this beneficial conversion feature has not yet been determined since an IPO price has not been determined. Once the intrinsic value of the beneficial conversion feature is determined it will be charged to interest expense over the period from when the amount was determined to the time the note becomes convertible into common stock. In conjunction with the Bridge Note the Company issued warrants on January 24, 2022 to Target Capital 1, LLC and Dragon Dynamic Catalytic Bridge SAC Fund (collectively the “Bridge Lenders”). The warrants entitled the Bridge Lenders to purchase the Company’s Class A common stock, at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by January 24, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. If a Qualified Financing has not consummated or the Bridge Note has not been repaid in full on or before January 24, 2027, then the quantity of common stock subject to purchase upon exercise of the warrants will be an amount equal to 100% of the face value divided by the per-share price equal to the fair market value of one share of Class A common stock as mutually agreed by the Holder and the Company. The warrants are exercisable through the fifth anniversary of the issuance date. The warrants may be redeemed at the option of the Company at any time following a Qualified Financing if the Company’s common stock trade on a national securities exchange at a price equal to the purchase price of the Company’s common stock in the Qualified Financing multiplied by 2 for a period of ten consecutive trading days On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note loan (“bridge loan”) with Target Capital 1, LLC for $1,136,364. The note is issued at an original issue discount of 12% with an maturity date on the earlier of March 31, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on September 30, 2023 (the “Final Maturity Date”) or such earlier date as this Note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note, and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $1,136,364, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of a Qualified Financing, the Company shall pay to the Holder $1,136,364, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured, or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with Target Capital 1, LLC the Company issued the holder 41,167 shares of Class A Common Stock and equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. On November 18, 2022, the Company entered into a Original Issue Discount Secured Convertible Note with 622 Capital LLC for $568,182. The note is issued at an original issue discount of 12% with an maturity date on the earlier of January 24, 2023 (“Initial Maturity Date”) or the Company’s sale of its Common Stock in an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and the listing of the Common Stock on a “national securities exchange” as defined in Section 6 of the Securities Exchange Act of 1934, as amended (“Qualified Financing” or the “Maturity Date”). If the Company has filed its Form S-1 Registration Statement with the SEC on or prior to the Initial Maturity Date but the Qualified Financing has not closed by such date (“Automatic Extension”) then all principal and accrued interest under this Note shall become due and payable in cash on July 24, 2023 (the “Final Maturity Date”) or such earlier date as this Note is required be repaid. The note bears an interest rate of 12% per annum by means of the original issue discount. Upon the occurrence of an Automatic Extension, this note shall commence to accrue interest at an interest rate of 12% percent per annum on the date of the commencement of the Automatic Extension until the note is converted or is paid in full. The Company may pay the full principal amount of this note and all accrued but unpaid interest at any time prior to the Maturity Date without the prior written consent of the Holder in the principal amount of $568,182, plus all accrued but unpaid interest, multiplied by 120%. In addition, and to the extent the Company is required to pay this note in cash at the on or after the Initial Maturity Date due to, upon the closing date of Qualified Financing, the Company shall pay to the Holder $568,182, plus all accrued unpaid interest, multiplied by 120%. Upon the occurrence and during the continuation of an Event of Default, until the Event of Default is cured or the Note is repaid in full, Company will pay 20% of its total gross revenues (including that of all its subsidiaries) monthly, which shall be applied to payment of principal and interest under this this note. The conversion price (the “Conversion Price”) shall be equal to the price paid by the public in the Company’s Qualified Financing multiplied by 0.65 (or 0.60, from and after any Automatic Extension). In conjunction with the Original Issue Discount Secured Convertible Note with 662 Capital LLC the Company issued the holder equity classified warrants that entitle the holder to purchase the Company’s common stock at a purchase price equal to the per share price in an IPO. The quantity of the Company’s common stock of subject to purchase upon exercise of the warrants is equal to 50% of the face value of the Bridge Note, divided by the per-share price in the Qualified Financing, unless a Qualified Financing has not been completed by March 31, 2023 in which case the quantity of Class A common stock subject to purchase upon exercise of the warrants will be an amount equal to 75% of the face value of the Bridge Note divided by the per-share price in the Qualified Financing. The warrants were deemed legally detachable from the Bridge Note and were fair valued using the Black Scholes Method to determine the relative fair values of the Bridge Note and the detachable warrants. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $0.44, volatility rate of 27% and risk-free rate of 1.53% with a 5 year term. The proceeds received for the Bridge Note were allocated to the detached warrants based on the relative fair values. Pursuant to ASC 470 the relative fair value of the warrants attributable to a discount on debt is $429,284; this is amortized to interest expense on a straight-line basis over the term of the loan. A roll forward of the bridge note from January 1, 2021 to December 31, 2022 is below: Bridge notes, January 1, 2021 $ - Issued for cash 1,100,000 Amortization of original issue discount 1,644 Debt issuance costs (70,500 ) Amortization of debt issuance costs 773 Bridge notes, December 31, 2021 1,031,917 Issued for cash 2,600,000 Amortization of original issue discount 386,245 Warrant discount (429,284 ) Amortization of warrant discount 303,309 Debt issuance costs (164,000 ) Amortization of debt issuance costs 170,969 Bridge notes, December 31, 2022 $ 3,899,156 Convertible Debenture Between March 18 and December 28, 2021, the Company issued $2,102,500 in aggregate principal amount of 6.00% subordinated convertible promissory note (“Convertible Debenture”). During the year ending December 31, 2022 the Company issued $1,612,000 in aggregated principal amount of the 6.00% Convertible Debenture. The Convertible Debenture is convertible into the Company’s Class A Common Stock upon the Company’s offering for sale its shares in a public offering (“IPO”). At the holder’s election, the accrued interest and principal may be paid in cash or Class A Common Stock (such number of shares reflecting a twenty-five percent (25%) discount of the opening price per share of Class A Common Stock). The Convertible Debenture mature 5 years from the date of issuance to each holder. Prior to the maturity date, the holder is entitled to convert the Convertible Note into Class A Common Stock upon the Company’s IPO. Upon an IPO the accrued and unpaid interest is due and payable in cash on the first business day of the following month of March for any balance not elected to be converted into the Class A Common Stock. The Convertible Debenture principal balance was $3,714,500 and $2,102,500 as of December 31, 2022 and 2021. The Convertible Debenture incurred issuance cost of $40,000 that was amortized straight line over the life of the Convertible Debenture. The Company amortized $7,996 and $6,309 for the year ending December 31, 2022 and 2021, respectively. The Convertible Debenture has a contingent beneficial conversion feature. The value of this beneficial conversion feature has not yet been determined since an IPO price has not been determined. Once the intrinsic value of the beneficial conversion feature is determined it will be charged to interest expense over the period from when the amount was determined to the time the Convertible Debenture becomes convertible into common stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 7. Related Party Transactions Blue Heron The Company entered into a consulting agreement with Blue Heron Consulting (“BHC”) on June 24, 2021, pursuant to which BHC will consult with the Company on an on-going basis in connection with the Company’s acquisition of veterinary practices throughout the United States and will serve as the Company’s business and financial advisor with respect to its acquisition strategy and in connection with specific acquisition targets. The Company’s director and Chief Operating Officer Charles Stith Keiser is the Chief Operating Officer of BHC, and the Company’s director Dr. Charles “Chuck” Keiser is the Chief Visionary Officer of BHC. The Company has incurred $252,001 and $290,737 in expenses for the three months ended September 30, 2023, and 2022, respectively, and $794,148 and $744,698 in expenses for the nine months ended September 30, 2023 and 2022. These expenses are recorded as a component of “General and administrative expenses” in the accompanying consolidated statement of operations. Under the Consulting Agreement, BHC is entitled to a monthly fee for on-going services including: ● the preparation of valuation packages of potential acquisitions (including the gathering of pertinent information, financial and background data, completion of deal packets and financial projection worksheets used by the Company to calculate practice values); ● the institution of turnover protocols and procedures of hospitals immediately post-purchase; systems reporting; the formulation of individual hospital goals and targets; ● on-going monthly support of hospital units (including medical and operational coaching, business growth projections, establishment of financial targets and margin improvements, growth milestones) and recruiting support. The Consulting Agreement may be terminated at any time without cause and without penalty upon thirty days’ notice to the other party. Upon termination, all accrued, but not yet paid fees and expenses, whether invoiced or not, must be paid to BHC. Star Circle Advisory The Company entered into a consulting agreement with Star Circle Advisory Group, LLC (“Star Circle”) on August 2, 2022, to serve as financial consultant, on a non-exclusive basis, to assist with arranging bridge financing and the initial public offering of the Company. Star Circle is owned and controlled by Kimball Carr, Chairman, Chief Executive Officer (“CEO”) and Chairman of the board of directors, Peter Lau, former Interim Chief Financial Officer and Director, James Coleman, Director, and Richard Marten, Director. Star Circle is entitled to a monthly fee of $33,000, payable monthly. Each party is responsible for its own ordinary office and personnel expenses; however, Star Circle is entitled, with prior written consent from the Company, for reimbursement for required extraordinary expenses including air travel, lodging, and Company filing fees. The consulting agreement will terminate on August 1, 2024, unless terminated earlier by mutual agreement of the parties or by either party upon 30 days written notice. The consulting agreement may also be extended by mutual agreement. Prior to the formal agreement between the Company and Star Circle, Star Circle provided the same services under a verbal agreement that was memorialized by the consulting agreement. The Company has incurred $119,900 and $99,000 in expenses for the three months ended September 30, 2023 and 2022, and $317,900 and $351,000 in expenses for the nine months ended September 30, 2023 and 2022. These expenses are recorded as a component of “General and administrative expenses” in the accompanying consolidated statement of operations. The Agreement with Star Circle Advisory was terminated on September 18, 2023. Chief Executive Officer’s Warrant On January 1, 2023, the board of directors issued 50,000 warrants of Class A common stock issuable upon cashless exercise of a warrant granted to Kimball Carr, CEO and Chairman of the board of directors, in consideration for his personal guaranty of the Company loans. The warrant expires on January 1, 2028. The Warrant is fully paid and nonassessable shares of Class A common stock at a purchase price per share equal to the price per share of the common stock sold through an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission on a national securities exchange. The warrants were measured at fair value using the Black Scholes Method to determine the fair value of warrants issued to the CEO. The significant inputs for the Black Scholes calculation included the exercise price and common share price of $1.73, volatility rate of 27.13% and risk-free rate of 3.94% with a 5-year term. The warrants were valued at $2,701 at the time of issuance and the entire amount was recorded as an expense in General and administrative expenses in the accompanying unaudited condensed consolidated statement of operations for the nine months ended September 30, 2023. | 7. Related Party Transactions Due to Related Parties On August 10, 2022, Charles Stith Keiser, Vice-Chairman and Chief Operating Officer of the Company and Charles Hurst Keiser, DVM, Director of the Company, advanced $150,000 each for a total of $300,000 to the Company for working capital needs. The advances are pursuant to an oral agreement and require the Company to pay a $5,000 fee to each lender as consideration for the advances and payable upon demand by either lender. These loans were paid off on November 18, 2022. Blue Heron The Company entered into a consulting agreement with Blue Heron Consulting (“BHC”) on June 24, 2021, pursuant to which BHC will consult with the Company on an on-going basis in connection with the Company’s acquisition of veterinary practices throughout the United States and will serve as the Company’s business and financial advisor with respect to its acquisition strategy and in connection with specific acquisition targets. The Company’s director and Chief Operating Officer Charles Stith Keiser is the Chief Operating Officer of BHC, and the Company’s director Dr. Charles “Chuck” Keiser is the Chief Visionary Officer of BHC. The Company has incurred $983,355 and $251,492 in expenses for the years ended December 31, 2022 and 2021, respectively. These expenses are recorded as a component of “General and administrative expenses” in the accompanying consolidated statement of operations. Under the Consulting Agreement, BHC is entitled to a monthly fee for on-going services including: ● the preparation of valuation packages of potential acquisitions (including the gathering of pertinent information, financial and background data, completion of deal packets and financial projection worksheets used by the Company to calculate practice values); ● the institution of turnover protocols and procedures of hospitals immediately post-purchase; systems reporting; the formulation of individual hospital goals and targets; ● on-going monthly support of hospital units (including medical and operational coaching, business growth projections, establishment of financial targets and margin improvements, growth milestones) and recruiting support. The Consulting Agreement may be terminated at any time without cause and without penalty upon thirty days’ notice to the other party. Upon termination, all accrued, but not yet paid fees and expenses, whether invoiced or not, must be paid to BHC. Star Circle Advisory The Company entered into a consulting agreement with Star Circle Advisory Group, LLC (“Star Circle”) on August 2, 2022 to serve as financial consultant, on a non-exclusive basis, to assist with arranging bridge financing and the initial public offering of the Company. Star Circle is owned and controlled by Kimball Carr, Chairman, Chief Executive Officer and President, Peter Lau, Interim Chief Financial Officer and Director, James Coleman, Director, and Richard Marten, Director. Star Circle is entitled to a monthly fee of $33,000, payable monthly. Each party is responsible for its own ordinary office and personnel expenses; however, Star Circle is entitled, with prior written consent from the Company, for reimbursement for required extraordinary expenses including air travel, lodging, and Company filing fees. The consulting agreement will terminate on August 1, 2024, unless terminated earlier by mutual agreement of the parties or by either party upon 30 days written notice. The consulting agreement may also be extended by mutual agreement. The Company has incurred $450,000 and $141,000 in expenses for the years ended December 31, 2022 and 2021, respectively. These expenses are recorded as a component of “General and administrative expenses” in the accompanying consolidated statement of operations. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | ||
Stockholders' Equity | 8. Stockholders’ Equity The Company is authorized to issue is 170,000,000 shares, of which 100,000,000 shares are designated as Class A common stock, with a par value of $0.0001 per share (the “Class A Common Stock”), 20,000,000 shares are designated as Class B common stock, with a par value of $0.0001 per share (the “Class B Common Stock”), and 50,000,000 shares are designated as Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”). Each outstanding share of Class A Common Stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class A Common Stock is entitled to one (1) vote for each share of Class A Common Stock held by such holder. Each outstanding share of Class B Common Stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class B Common Stock is entitled to twenty-five (25) votes for each share of Class B Common Stock held by such holder. All shares of Class A Common Stock and Class B Common Stock (collectively “Common Stock”) will be identical and will entitle the holders thereof to the same rights and privileges, except as otherwise provided above. On November 15, 2022, the Companies amended the consulting agreement with Alchemy Advisory, LLC until June 30, 2023, with an option to extend for another 6 months with the consent of both parties. The contract amendment stipulates an additional fee of $40,000 as well as 83,334 restricted shares of the Company’s Class A Common Stock. The Company recorded the $72,084 fair value of the common stock with $0 and $108,126 expensed during the three and nine months ended September 30, 2023, respectively. The Company amortizes the cost of the common stock issued over the life of the agreement. On November 15, 2022, the Company entered into a consulting agreement with 662 Capital LLC until June 30, 2023, with an option to extend for another 6 months with the consent of both parties. The contract stipulates the Company will issue 41,667 restricted shares of the Company’s Class A Common Stock for services rendered. The Company recorded the $72,084 fair value of the common stock with $0 and $54,063 expensed during the three and nine months ended September 30, 2023, respectively. The Company amortizes the cost of the common stock issued over the life of the agreement. Convertible Series A preferred stock On June 30, 2023, the Company amended its articles of incorporation by the filing of a certificate of designation for the Series A preferred stock. One million shares of the Series A Preferred stock are authorized under the Series A Certificate of Designation, with each such having a stated value of $10.00 per share, with a par value of $0.0001. The Series A preferred stock earns a dividend rate equal to 12% of the stated rate per annum, which such dividend may be payable either in cash or in-kind at the sole option of the Company. Holders of shares of the Series A preferred stock are entitled to a liquidation preference in the event of any dissolution, liquidation or winding up of the Company equal to the stated value plus any accrued and unpaid dividends on such stock. Holders of shares of Series A preferred stock are also entitled to convert such shares at any time and from time, at the option of such holder, into a number of shares of Class A common stock equal to the stated value divided by a conversion price. The conversion price is equal to 60% of the dollar volume-weighted average price for shares for the Company’s Class A common stock for the three trading days immediately preceding the date of the conversion. However, the conversion price can never be less than 50% of the per-share price for shares of Class A common stock during the Company’s initial public offering. For any conversion during the Company’s initial three days of market trading, the conversion price will be equal to 60% of the price for the Company’s underwritten initial public offering. The holders of the Series A preferred stock have the right to vote on all matters submitted to a vote of shareholders on an as-if-converted basis together with the holders of shares of the Company’s Class A and Class B common stock, voting together as a single class. On June 30, 2023, the Company issued 442,458 shares of Series A preferred stock to the holders of the Bridge Notes in exchange the Bridge Notes (the “Exchange”). In connection with the Exchange, the Company also issued warrants (the “New Warrants”) to purchase additional shares of Class A common stock. The New Warrants were issued in exchange for the existing warrants held by the former Bridge Note holders. The exercise price of the shares to be issued pursuant to the New Warrants is the price of the shares of Class A common stock to be issued in this offering. The number of shares to be issued upon exercise of the New Warrants is equal to the quotient of 75% of the outstanding Series A preferred stock value divided by the exercise price. Also, in connection with the Exchange, the Company entered into new registration rights agreements (the “New Registration Rights Agreements”) with each of holders, pursuant to which the Company has agreed to register the public resale of the shares of Class A common stock issuable upon conversion of the Series A preferred stock and upon exercise of the under the New Warrants. The New Registration Rights Agreements supersede in their entirety the prior registration rights agreements with the former senior secured lenders. If the Company does not close this offering on or before September 1, 2023, the Exchange Agreements will be deemed rescinded, and the former Bridge Notes will be deemed reinstated. As the offering was outside the control of the Company the Company did not recognize the full extinguishment of the Bridge Notes until the IPO was completed on August 31, 2023. The Company recognized a beneficial conversion feature of $2,567,866 for the issuance of the Series A preferred stock on the date of the IPO due to the $4 offering price related to the IPO being known as of that date. | 8. Stockholders’ Equity The Company is authorized to issue is 170,000,000 shares, of which 100,000,000 shares are designated as Class A common stock, with a par value of $0.0001 per share (the “Class A Common Stock”), 20,000,000 shares are designated as Class B common stock, with a par value of $0.0001 per share (the “Class B Common Stock”), and 50,000,000 shares are designated as Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”). Each outstanding share of Class A Common Stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class A Common Stock is entitled to one (1) vote for each share of Class A Common Stock held by such holder. Each outstanding share of Class B Common Stock is entitled to vote on each matter on which the stockholders of the Company is entitled to vote, and each holder of Class B Common Stock is entitled to twenty-five (25) votes for each share of Class B Common Stock held by such holder. All shares of Class A Common Stock and Class B Common Stock (collectively “Common Stock”) will be identical and will entitle the holders thereof to the same rights and privileges, except as otherwise provided above. On December 16, 2020, the Company issued 4,300,000 shares of Class B Common Stock at a price of $0.0001 per share (total $430). In December 2020, the Company raised an additional $22,000 from a private offering of 25,000 shares of Class A Common Stock at a price of $0.44 per share made to two investors. In January 2021, the Company raised $200,000 from a private offering of 250,000 shares of Class A Common Stock at a price of $1.00 per share made to four investors. During January through March 2021, the Company raised $185,000 from a private offering of 420,456 shares of Class A Common Stock at a price of $0.44 per share. In December 2021, the Companies signed a consulting agreement with Alchemy Advisory, LLC as a strategic business consultant for a term of 6 months. The contract stipulates a fee of $88,000 as well as 125,000 restricted shares of the Company’s Class A Common Stock. The Company recorded the $55,000 fair value of the common stock with 45,833 expensed during the year ended December 31, 2022 and $9,167 expensed during the year ended December 31, 2021. On November 15, 2022, the Companies amended the consulting agreement with Alchemy Advisory, LLC until June 30, 2023, with an option to extend for another 6 months with the consent of both parties. The contract amendment stipulates an additional fee of $40,000 as well as 83,334 restricted shares of the Company’s Class A Common Stock. The Company recorded the $72,084 fair value of the common stock with $18,021 expensed during the year ended December 31, 2022 and $54,063 recorded in prepaid expenses as of December 31, 2022. The Company will amortize the cost of the common stock issued over the life of the agreement. On November 15, 2022, the Company entered into a consulting agreement with 662 Capital LLC until June 30, 2023, with an option to extend for another 6 months with the consent of both parties. The contract stipulates the Company will issue 41,667 restricted shares of the Company’s Class A Common Stock for services rendered. The Company recorded the $114,168 fair value of the common stock with $36,042 expensed during the year ended December 31, 2022 and $108,126 recorded in prepaid expenses as of December 31, 2022. The Company will amortize the cost of the common stock issued over the life of the agreement. |
Retirement Plan
Retirement Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Retirement Plan [Abstract] | ||
Retirement Plan | 9. Retirement Plan The Company through its acquisition of KVC sponsors a Savings Incentive Match Plan for former KVC Employees (SIMPLE IRA). The SIMPLE IRA plan provides for voluntary employee contributions up to statutory IRA limitations. KVC makes a dollar-for-dollar matching contribution equal to the elective deferral of each participant up to a maximum of 3% of the participants compensation. The participant’s interest in the balance of their SIMPLE IRA is immediately vested and non-forfeitable. The Company contributed and expensed $2,648 during the three and nine months ended September 30, 2023, to the SIMPLE IRA plan. During the year ending December 31, 2022, the Company implemented a qualified 401(K) retirement plan. The Company offers eligible domestic full-time employees participation in certain 401K plans. The plans provide for a discretionary annual company contribution. In addition, employees may contribute a portion of their salary to the plans, which certain of the 401K plans, is partially matched by the Company. The plans may be amended or terminated at any time. The Company contributed and expensed approximately $29,928 and $9,780 during the three months ended September 30, 2023, respectively. The Company contributed and expensed approximately $69,512 and $28,130 during the nine months ended September 30, 2023, respectively. | 9. Retirement Plan The Company through its acquisition of KVC sponsors a Savings Incentive Match Plan for former KVC Employees (SIMPLE IRA). The SIMPLE IRA plan provides for voluntary employee contributions up to statutory IRA limitations. KVC makes a dollar-for-dollar matching contribution equal to the elective deferral of each participant up to a maximum of 3% of the participants compensation. The participant’s interest in the balance of their SIMPLE IRA is immediately vested and non-forfeitable. The Company contributed and expensed approximately $2,648 and $11,693 during the years ending December 31, 2022 and 2021, respectively, to the SIMPLE IRA plan. During the year ending December 31, 2022, the Company implemented a qualified 401(K) retirement plan. The Company offers eligible domestic full-time employees participation in certain 401K plans. The plans provide for a discretionary annual company contribution. In addition, employees may contribute a portion of their salary to the plans, which certain of the 401K plans, is partially matched by the Company. The plans may be amended or terminated at any time. The Company contributed and expensed approximately $50,704 during the year ending December 31, 2022. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Income Taxes | 10. Income Taxes The Company has incurred losses since inception, which have generated net operating loss (“NOL”) carryforwards. As of September 30, 2023 and December 31, 2022, no tax benefit was reported with respect to these NOL carry-forwards in the accompanying financial statements because the Company believes the realization of the Company’s net deferred tax assets for the NOL for combined federal and state jurisdictions was considered more likely than not that it will not be realized and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance. The Company’s effective tax rate is different than the federal statutory tax rate because the Company has established a full valuation allowance against its net deferred income tax asset. | 10. Income Taxes The Company estimated NOL carry-forwards for Federal and State income tax purposes of $6,413,753 as of December 31, 2022, and $1,502,991 as of December 31, 2021. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying financial statements because the Company believes the realization of the Company’s net deferred tax assets for the NOL for combined federal and state jurisdictions of $1,608,940 as of December 31, 2022, was not considered more likely than not to be realized and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance. The Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows: Year ended December 31, 2022 2021 (As Restated) (1) Deferred tax assets: Net Operating Loss Carryforwards $ 1,731,713 $ 330,496 Accrued Expenses 11,197 - Fixed Assets - (32,321 ) Stock Based Compensation - 2,248 Charitable Contribution Carryforward 412 - ROU Asset (204,479 ) - Lease Liability 204,982 - Total deferred tax assets 1,743,825 300,423 Deferred tax liabilities: Amortization/Depreciation 134,382 - Total deferred tax liabilities 134,382 - Valuation allowance (1,608,940 ) (300,423 ) Net deferred Tax Assets (Liabilities) $ - $ - (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. The differences between the total calculated income tax (benefit) provision and the expected income tax computed using the U.S. federal income tax rate are as follows: 2022 2021 (As Restated) (1) Tax benefit at statutory tax rate (1,021,920 ) (232,214 ) State benefit, net of federal benefit (291,977 ) (66,347 ) Other permanent differences (13,535 ) 5,144 Valuation allowance 1,308,517 300,310 Other (11,179 ) (6,893 ) Conversion of subsidiary from C-Corp to LLC - 74,330 $ (30,094 ) $ 74,330 (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. On October 18, 2021, Kauai Veterinary Clinic, Inc. (“KVC”) was converted into a limited liability corporation. The conversion of a C corporation into a limited liability corporation is treated as a complete liquidation of the corporation recognizing the gain at fair market value at the time of liquidation on the property deemed distributed for tax purposes. As a result, the KVC reported a gain on the conversion of $706,130 and paid $264,796 in taxes as of the date of conversion. As discussed in Note 2, Summary of Significant Accounting Policies – Restatement, the Company overpaid federal and state taxes as a result of the KVC reported gain, which the Company will filed amended tax returns to declare a refund of $192,139. Income tax expense consists of the following for the years ending December 31, 2022 and 2021: December 31 December 31 (As Restated) (1) Current income tax (benefit)expense Federal $ - $ 33,982 State (30,094 ) 40,348 $ - $ 74,330 (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Lease [Abstract] | ||
Leases | 11. Leases Accounting for Leases as Lessee The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has operating leases for real estate. The Company has certain intercompany leases between its subsidiaries, and these transactions and balances have been eliminated in consolidation and are not reflected in the tables and information presented below. The components of lease expense included on the Company’s statements of operations were as follows: Expense Three Months Ended Nine Months Ended Operating lease expense: Classification 2023 2022 2023 2022 Amortization of ROU asset General and administrative $ 28,875 $ 17,985 $ 86,625 $ 30,635 Accretion of Operating lease liability General and administrative 6,312 6,828 20,141 11,322 Total operating lease expense $ 35,187 $ 24,813 $ 106,766 $ 41,957 Other lease expense General and administrative 10,605 401 31,936 1,233 Total $ 45,792 $ 25,214 $ 138,702 $ 43,190 Other information related to leases is as follows: As of As of 2023 2022 Weighted-average remaining lease term: Operating leases (in years) 7.99 8.43 Weighted-average Discount rate: Operating leases 4.05 % 4.08 % Amounts relating to leases were presented on the Balance Sheets as of September 30, 2023 and December 31, 2022 in the following line items: Balance As of As of Sheet Classification 2023 2022 Assets: Operating lease assets Right-of-use assets $ 630,187 $ 746,973 Liabilities: Operating lease liabilities Operating lease liabilities $ 89,579 91,152 Operating lease liabilities Operating lease liabilities, non-current 569,262 666,179 Total lease liabilities $ 658,841 $ 757,331 The future minimum lease payments required under leases as of September 30, 2023, were as follows: Fiscal Year Operating Leases Remainder of 2023 $ 31,337 2024 103,168 2025 83,558 2026 85,319 2027 86,979 Thereafter 385,086 Undiscounted cash flows 775,447 Less: imputed interest (116,606 ) Lease liability $ 658,841 | 11. Leases Accounting for Leases as Lessee The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, and operating lease liabilities, non-current. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. None of the leases entered into have an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. Incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any prepaid lease payments made and initial direct costs incurred and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease, which is recognized when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company has operating leases for real estate. The Company has certain intercompany leases between its subsidiaries, and these transactions and balances have been eliminated in consolidation and are not reflected in the tables and information presented below. The components of lease expense included on the Company’s statements of operations were as follows: For the Years Ended Operating lease expense: Expense Classification 2022 2021 Amortization of ROU asset General and administrative $ 52,863 - Accretion of operating lease liability General and administrative 10,695 - Total operating lease expense $ 63,558 - Other lease expense General and administrative 8,723 - Total $ 72,281 - Other information related to leases is as follows: As of As of 2022 2021 Weighted-average remaining lease term: Operating leases (in years) 8.43 - Weighted-average Discount rate: Operating leases 4.08 % - Amounts relating to leases were presented on the Balance Sheets as of December 31, 2022 and 2021 in the following line items: As of As of Balance Sheet Classification 2022 2021 Assets: Operating lease assets Right-of-use assets $ 746,973 $ - Liabilities: Operating lease liabilities Operating lease liabilities $ 91,152 - Operating lease liabilities Operating lease liabilities, non-current 666,179 - Total lease liabilities $ 757,331 $ - The future minimum lease payments required under leases as of December 31, 2022 were as follows: Fiscal Year Operating 2023 $ 108,825 2024 95,344 2025 81,908 2026 85,319 2027 86,979 Thereafter 385,586 Undiscounted cash flows 843,961 Less: imputed interest (86,630 ) Lease liability $ 757,331 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 12. Commitments and Contingencies As of September 30, 2023, substantially all of the Company’s assets were pledged as collateral for the Company’s credit facilities. | 12. Commitments and Contingencies As of December 31, 2022, substantially all of the Company’s assets were pledged as collateral for the Company’s credit facilities. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 13. Subsequent Events The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued on November 14, 2023 and determined the Company had the following subsequent events: Amendment to Convertible Series A preferred stock On November 7, 2023, the Company amended its article of incorporation to increase the total authorized preferred stock by 2,000,000 shares and modified the conversion price of the convertible series A preferred stock to be no less than $0.25 per share, as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction conducted after the date of the series A preferred stock amendment. Valley Veterinary Service Acquisition On November 8, 2023, the Company acquired the animal hospital and related assets of Valley Veterinary Service, Inc., a Pennsylvania corporation by entering into an Asset Purchase Agreement (“Valley Vet APA”) with Michelle Bartus, VMD and Peter Nelson, VMD (“Valley Vet”) in exchange for the payment of $1,000,000 in cash, issuance of restricted shares of the Company’s class A common stock equal to the quotient obtained by dividing $400,000 by the official closing price of one share of class A common stock as reported by the Nasdaq Capital Market on the trading date immediately prior to the closing and assumption of liabilities through the Company’s wholly owned subsidiary IVP PA Holding Company, LLC. Simultaneously, the real estate operations (land and building) utilized by the Valley Vet animal hospital was purchased through a Real Estate Purchase Agreement in exchange for $590,000 from Valley Vet through the Company’s wholly owned subsidiary, IVP PA Properties, LLC. The total consideration paid for the combined acquisitions from the Valley Vet animal hospital in the amount of $1,990,000 was accounted for as single business combinations, in accordance with ASC Topic 805. The Company will record the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Due to the timing of the acquisition, the Company’s purchase accounting related to the valuation of the inventory, fixed assets, intangible assets, goodwill and liabilities assumed is not yet complete and subject to revision. | 13. Subsequent Events The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company had the following subsequent events: CEO Warrant On January 1, 2023, the board of directors issued 50,000 shares of Class A common stock issuable upon cashless exercise of a warrant granted to Kimball Carr, Chief Executive Officer (“CEO”) and Chairman of the board of directors, in consideration for his personal guaranty of the Company loans. The warrant expires on January 1, 2028. The Warrant is fully paid and nonassessable shares of Class A common stock at a purchase price per share equal to the price per share of the common stock sold through an initial public offering pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission on a national securities exchange. March 2023 Financing In March 2023 the Company issued an additional $650,000 in aggregate principal amount of 6.00% subordinated convertible promissory notes to five (5) separate holders with the same terms outlined in Note 6 regarding the Convertible Debenture. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | ||
Restatement | Restatement On March 30, 2023, the Company’s management in consultation with the Board of Directors of the Company, concluded that in the Company’s previously issued consolidated financial statements for the fiscal year ended December 31, 2021, contained in the registration statement filed on October 25, 2022 and contained in the amendments to the registration statement filed on December 7, 2022, January 4, 2023, January 30, 2023 and February 2, 2023 filed with the Securities and Exchange Commission, should be restated by adjusting provision for income taxes to reflect an expected tax refund for the overpayment of taxes for the year ended December 31, 2021. The need for the restatement arose out of the Company’s re-examination of the income tax provision that discovered the Company had over paid federal and state taxes for the year ended December 31, 2021, due to the Company’s external tax specialist not accounting for the section 332 deferral. The Company has restated its provision for income taxes for the year ended December 31, 2021, to reflect the expected tax refund for the overpayment of taxes that should not have been recognized during the year ended December 31, 2021.This correction to the consolidated statement of operations also impacted the Company’s consolidated balance sheet, statement of stockholder’s equity and certain notes the financial statements. This correction impacts the consolidated statement of cash flows with adjustments to reduce net loss and increase in refundable income tax of $192,139 for the year ended December 31, 2021. The following table presents the impact of the restatement on the Company’s previously reported consolidated statements of operation for the fiscal year ended December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Loss before income taxes (1,256,732 ) - (1,256,732 ) Benefit (provision) for income taxes (266,469 ) 192,139 (74,330 ) Net loss $ (1,523,201 ) $ 192,139 $ (1,331,062 ) Net loss per Class A and B common shares: Basic and diluted $ (0.30 ) $ 0.03 $ (0.27 ) Weighted average shares outstanding per Class A and B common shares: Basic and diluted 5,001,699 5,001,699 5,001,699 The following table presents the impact of the restatement on the Company’s previously reported consolidated balance sheet as of December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Reported Impacts Restated Refundable income tax $ - $ 192,139 $ 192,139 Total assets $ 6,137,625 $ 192,139 $ 6,329,764 Accumulated deficit $ (1,523,661 ) $ 192,139 $ (1,331,522 ) Total stockholder’s deficit $ (1,061,230 ) $ 192,139 $ (869,091 ) Total liabilities and stockholder’s deficit $ 6,137,625 $ 192,139 $ 6,329,764 As shown above, the restatement impacts the classification of amounts within certain equity accounts. Those impact on the statement of stockholders’ deficit for the year ended December 31, 2021 was a reduction to accumulated deficit of $192,139 and a reduction to total stockholders’ deficit of $192,139. In addition loss per share was reduced by $0.03. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2022, which are included in Form S-1/A (registration statement) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2023. Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2022 and 2021, included in Form S-1/A (registration statement) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2023. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies, except as noted below. The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification(“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2022, condensed consolidated balance sheet was derived from audited financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year. On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these unaudited condensed consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). On October 20, 2022, the Company amended and restated the articles of incorporation to change the designation of the Class A common stock and the Class B common stock, whereas the Class A common stock prior to the amendment had 25 votes per share is now designated Class B common stock and the Class B common stock prior the amendment had 1 vote per share is now designated Class A common stock. All information included in these consolidated financial statements have been adjusted, on a retrospective basis to reflect the change in designation. |
Going Concern | Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of September 30, 2023, had an accumulated deficit of $16,894,193. For the nine months ending September 30, 2023, the Company sustained a net loss of $10,650,745. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. | Going Concern These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses and as of December 31, 2022, had an accumulated deficit of $6,243,448. For the year ending December 31, 2022, the Company sustained a net loss of $4,911,926. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is contingent upon its ability to obtain additional financing and to generate revenue and cash flow to meet its obligations on a timely basis. The Company will continue to seek to raise additional funding through debt or equity financing during the next twelve months from the date of issuance of these financial statements. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2022 and 2021 the Company had no cash equivalents. | |
Credit Risk | Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. Cash is deposited in checking accounts at accredited financial institutions with high credit-quality financial institutions and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, which at times, may exceed federally insured limits. The excess amounts as of December 31, 2022 and 2021, were $43,094 and $1,453,514, respectively. Management believes that these financial institutions are financially sound, and, accordingly, minimal credit risk exists with respect to these high-quality financial institutions. | |
Due from Former Owners | Due from Former Owners The Company enters into asset purchase agreements related to the acquisitions of veterinary hospitals and as part of these agreements contractually obligates the former owners of the veterinary hospitals to reimburse the Company for any monies collected by the former owners for revenues earned subsequent to the closing date of the acquisition, less monies paid by the former owner on behalf of the Company for expenses incurred subsequent to the closing date of the acquisition. Any adjustments relating to pre-acquisition amounts will be reflected in goodwill. | |
Inventory | Inventory Inventory is recorded at the lower of cost or net realizable value. Cost is using the weighted average method. Inventory consists of inventoriable supplies used for veterinary care and services. | |
Leases | Leases The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancellable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business needs are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined to value the lease obligation. Otherwise, the Company’s incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Depreciation of property and equipment is determined using the straight line method of the estimated useful lives of the related assets up to the salvage value. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major Improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amount of the assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in operations. Estimated useful lives are as follows for major classes of property and equipment: Computers and equipment 3 – 7 years Furniture and fixtures 5 – 7 years Automobile 5 – 7 years Leasehold improvements 5 – 15 years Buildings 5 – 15 years | |
Acquisitions | Acquisitions The Company enters into acquisitions primarily with existing veterinary hospitals throughout the United States. When we acquire a business or assets that are determined to meet the definition of a business, we allocate the purchase consideration paid to acquire the business to the assets and liabilities acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. If during the measurement period (a period not to exceed 12 months from the acquisition date) we receive additional information that existed as of the acquisition date but at the time of the original allocation described above was unknown to us, we make the appropriate adjustments to the purchase price allocation in the reporting period that the amounts are determined. | |
Goodwill | Goodwill Goodwill represents the excess of the cost of an acquired business over the fair value assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or when an event occurs, or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than it’s carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value. The Company has recorded Goodwill in connection with business acquisitions during the years ended December 31, 2022 and 2021 (see Note 5). During the years ended December 31, 2022 and 2021, the Company recorded no impairment of Goodwill. | |
Intangible Assets | Intangible Assets Intangible assets consist of client list, trademark and non-compete intangibles that result from the acquisition of veterinary hospital or practices. Client list intangible represent the value of the long-term client relationship from the veterinary hospitals and practices. Trademark intangible assets represent the value associated with the brand names in place at the date of the acquisition. Non-compete intangible assets represent the value associated with non-compete agreements for former employees and owners in place at the date of the acquisition. The client lists and trademark are included in intangible assets reported in the balance sheet which are being amortized over a 5-year term based on the estimated economic useful life of the client list and trademark. The amortization of the intangible asset is computed using the straight-line method. The intangibles are evaluated for impairment on an annual basis or more frequently whenever events or circumstances occur indicating that the carrying amount may not be recoverable. | |
Revenue Recognition | Revenue Recognition The Company recognizes service revenue from veterinary care services once the service is completed, as this is when the customer has the ability to direct the use of and obtain the benefits of the service. Payment terms are typically at the point of sale but may also occur upon completion of the service. The Company’s service contracts are primarily with veterinary customers. Product revenue is recognized when control passes, which occurs at a point in time when the customer completes a transaction at our animal hospitals or clinics and receives the product. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are the delivery of veterinary services at the estimated net realizable amount for those services and goods. The Company’s accounting methodologies and processes include an evaluation of the historical collection and consideration of whether contractual allowances are necessary based on the historical experience. Revenue is reported net of sales discounts and excludes sales taxes. As the Company generally requires payment at the point in time of service or delivery of goods, the evaluation of such contractual allowances and collection on accounts receivables is insignificant and management determined that no such reserves or allowances were necessary as of December 31, 2022. | |
Cost of service revenue (exclusive of depreciation and amortization). | Cost of service revenue (exclusive of depreciation and amortization). Cost of service revenue consists of cost directly related to the animal services provided at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, laboratory costs, pet supply costs, third-party veterinarian contractors, office rent, utilities, supplies, and other cost arising as a result of the services being performed, excluding depreciation and amortization. | |
Cost of product revenue (exclusive of depreciation and amortization). | Cost of product revenue (exclusive of depreciation and amortization). Cost of product revenue consists of cost directly related to the product sales at the Company’s veterinary clinics and animal hospitals, which primarily includes personnel-related compensation costs of the employees at the Company’s veterinary clinics or animal hospitals, purchase price of the medication we dispense, and purchase price of product sold, excluding depreciation and amortization. | |
General and administrative expenses | General and administrative expenses General and administrative expenses include personnel-related compensation costs for corporate employees, such as management, accounting, legal, acquisition related and non-recurring expenses, insurance and other expenses used to operate the business. | |
Depreciation and Amortization Expense | Depreciation and Amortization Expense Depreciation and amortization expenses mainly relate to the assets used in generating revenue. | |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. As of December 31, 2022, the Company has not recognized any beneficial conversion features on its convertible instruments. The Company records a discount to convertible notes and convertible preferred stock for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note, if applicable. Debt discounts under these arrangements are amortized to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. | |
Beneficial Conversion Feature of Convertible Debt | Beneficial Conversion Feature of Convertible Debt The Company accounts for convertible debt in accordance with the guidelines established by FASB ASC 470-20, “Debt with Conversion and Other Options”. The Beneficial Conversion Feature (“BCF”) of convertible debt is normally characterized as the convertible portion or feature of certain debt that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of convertible debt when issued, and also records the estimated fair value. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the event is resolved. | |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are specifically identifiable costs associated with issuance of a new debt instrument. Debt issuance costs are reported on the consolidated balance sheet as a direct deduction from the face amount of the related debt. Debt issuance costs are amortized to interest expense over the term of the related debt. | |
Advertising Costs | Advertising Costs The Companies expense advertising costs as they are incurred. Advertising expenses were $28,469 and $609 for the years ending December 31, 2022 and 2021, respectively. These costs are included in “General and administrative expenses” in the accompanying consolidated statements of operations. | |
Stock Warrants | Stock Warrants Certain warrants that were granted by the Company for lenders through convertible bridge loans transactions (see also Note 6 Debt - Bridge Note) are classified as a component of permanent equity since they are freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own stock. In addition, the warrants must require physical settlement and may not provide any guarantee of value or return. We present the allocated value for the warrants within additional paid-in capital in our consolidated balance sheet. The value assigned to the warrants was determined based on a relative fair value allocation between the warrants and related debt. The fair value of the warrants was determined using a Black Scholes valuation and applying a discount for the lack of marketability for the warrants. | |
Stock-Based Compensation | Stock-Based Compensation The Company follows FASB ASC Topic 718 which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the consolidated financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods, which typically conform to the performance period. The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price or the value of the services provided, whichever is more readily determinable. The Company also follows the guidance in FASB ASC Topic 505 for equity based payments to non-employees for equity instruments issued to consultants and other non-employees. | |
Income Tax | Income Tax The Company and its U.S. subsidiaries file a consolidated federal income tax return and is taxed as a C-Corporation, whereby it is subject to federal and state income taxes. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: September 30, 2023 2022 Warrants 959,610 - Convertible Series A Preferred Shares 1,823,366 - Total 2,782,976 - | Basic and Diluted Net Loss Per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Diluted net loss per share of common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, share options and warrants, which would result in the issuance of incremental shares of common shares. For diluted net loss per share, the weighted-average number of common shares is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | Emerging Growth Company Status The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Reclassification | Reclassification Certain reclassifications have been made to conform previously reported data to the current presentation. These reclassifications have no effect on the reporting results of operations and did not affect previously reported amounts in the Balance Sheet, Statement of Changes in Stockholders’ Deficit and Statement of Cash Flows. | |
Accounts Receivable | Accounts Receivable Accounts receivables are recorded at net realizable value. Management evaluates the collectability of accounts receivable and establishes an allowance for doubtful accounts based on historical write-offs, collections, and current economic conditions. Recoveries of receivables previously charged off are offset against bad debt expense when received. The allowance for doubtful accounts was $0 as of September 30, 2023 and December 31, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies and Basis of Presentation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies and Basis of Presentation [Abstract] | ||
Schedule of Potentially Dilutive Shares Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: September 30, 2023 2022 Warrants 959,610 - Convertible Series A Preferred Shares 1,823,366 - Total 2,782,976 - | The following table presents the impact of the restatement on the Company’s previously reported consolidated statements of operation for the fiscal year ended December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Loss before income taxes (1,256,732 ) - (1,256,732 ) Benefit (provision) for income taxes (266,469 ) 192,139 (74,330 ) Net loss $ (1,523,201 ) $ 192,139 $ (1,331,062 ) Net loss per Class A and B common shares: Basic and diluted $ (0.30 ) $ 0.03 $ (0.27 ) Weighted average shares outstanding per Class A and B common shares: Basic and diluted 5,001,699 5,001,699 5,001,699 |
Schedule of Consolidated Financial Statements Contained in the Company Registration Statement | The following table presents the impact of the restatement on the Company’s previously reported consolidated balance sheet as of December 31, 2021. The values as previously reported were derived from the 2021 consolidated financial statements contained in the Company registration statement. Fiscal Year Ended December 31, 2021 As Restatement As Reported Impacts Restated Refundable income tax $ - $ 192,139 $ 192,139 Total assets $ 6,137,625 $ 192,139 $ 6,329,764 Accumulated deficit $ (1,523,661 ) $ 192,139 $ (1,331,522 ) Total stockholder’s deficit $ (1,061,230 ) $ 192,139 $ (869,091 ) Total liabilities and stockholder’s deficit $ 6,137,625 $ 192,139 $ 6,329,764 | |
Schedule of Property and Equipment | Estimated useful lives are as follows for major classes of property and equipment: Computers and equipment 3 – 7 years Furniture and fixtures 5 – 7 years Automobile 5 – 7 years Leasehold improvements 5 – 15 years Buildings 5 – 15 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment [Abstract] | ||
Schedule of Property and Equipment | As of September 30, 2023 and December 31, 2022, property and equipment, net, consisted of the following: September 30, December 31, 2023 2022 Land $ 1,839,596 $ 1,839,596 Computers and equipment 1,361,716 1,321,708 Furniture and fixtures 143,874 143,874 Automobile 101,269 69,083 Leasehold improvements 383,879 95,991 Buildings 4,162,088 4,162,088 7,992,422 7,632,340 Less - accumulated depreciation (677,498 ) (309,290 ) Property and Equipment, net $ 7,314,924 $ 7,323,050 | As of December 31, 2022 and 2021, property and equipment, net, consisted of the following: December 31, December 31, 2022 2021 Land $ 1,839,596 $ 863,973 Computers and equipment 1,321,708 173,498 Furniture and fixtures 143,874 9,710 Automobile 69,083 21,050 Leasehold improvements 95,991 15,027 Buildings 4,162,088 997,711 7,632,340 2,080,969 Less - accumulated depreciation (309,290 ) (45,903 ) Property and Equipment, net $ 7,323,050 $ 2,035,066 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets [Abstract] | ||
Schedule of Intangibles Assets | The following summarizes the Companies’ intangibles assets as of September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Client List $ 1,851,000 $ 1,851,000 Noncompete Agreement 354.300 354,300 Trademark 852,700 852,700 Other Intangible Assets 45,835 41,819 Accumulated amortization (917,861 ) (370,245 ) $ 2,185,974 $ 2,729,574 | The following summarizes the Companies’ intangibles assets as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Client List $ 1,824,400 $ 186,000 Noncompete Agreement 380,900 5,300 Trademark 852,700 85,900 Other Intangible Assets 41,819 - Accumulated amortization (370,245 ) (38,005 ) $ 2,729,574 $ 239,195 |
Schedule of Expected Future Amortization Expense of Intangible Assets | Expected future amortization expense of intangible assets as of September 30, 2023 is as follows: Remainder of 2023 184,181 2024 667,551 2025 548,521 2026 503,239 2027 282,482 $ 2,185,974 | Expected future amortization expense of intangible assets as of December 31, 2022 is as follows: 2023 739,193 2024 673,627 2025 541,862 2026 497,497 2027 277,396 $ 2,729,574 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisitions [Abstract] | ||
Schedule of Final Purchase Price Allocation | The final purchase price allocation amounts are as follows: Consideration: Cash paid prior to the time of closing $ 850,000 Note Payable 164,000 Acquisition costs included in general and administrative 25,315 Recognized amounts of identifiable assets acquired Inventory 35,000 Furniture, fixtures & equipment 144,904 Trademark (5-year life) 97,600 Non-compete agreement (2-year life) 25,500 Client list (5-year life) 157,000 Total identifiable net assets assumed 460,004 Goodwill 553,996 Total $ 1,014,000 Consideration: Cash paid prior to the time of closing $ 1,342,469 Note Payable 100,000 Acquisition costs included in general and administrative 43,605 Recognized amounts of identifiable assets acquired Inventory 28,894 Buildings 660,000 Land 120,000 Furniture, fixtures & equipment 22,991 Tradename – trademarks (5-year life) 40,300 Non-compete agreement (2-year life) 23,200 Client list (5-year life) 116,000 Total identifiable net assets assumed 1,011,385 Goodwill 431,084 Total $ 1,442,469 Consideration: Cash paid prior to the time of closing $ 2,000,000 Acquisition costs included in general and administrative 34,812 Recognized amounts of identifiable assets acquired Inventory 25,000 Buildings 425,156 Land 74,844 Furniture, fixtures & equipment 176,862 Tradename – Trademarks (5-year life) 57,800 Non-compete agreement (2-year life) 38,600 Client list (5-year life) 249,000 Total identifiable net assets assumed 1,047,262 Goodwill 952,738 Total $ 2,000,000 Consideration: Cash paid prior to the time of closing $ 1,305,000 Notes Payable 100,000 Acquisition costs included in general and administrative 14,960 Recognized amounts of identifiable assets acquired Inventory 15,000 Buildings 230,000 Land 60,000 Furniture, fixtures & equipment 171,984 Tradename – Trademarks (5-year life) 49,800 Non-compete agreement (2-year life) 13,900 Client list (5-year life) 90,000 Total identifiable net assets assumed 630,684 Goodwill 774,316 Total $ 1,405,000 Consideration: Cash paid prior to the time of closing $ 450,000 Notes Payable 50,000 Acquisition costs included in general and administrative 20,193 Recognized amounts of identifiable assets acquired Inventory 21,000 Furniture, fixtures & equipment 59,151 Tradename – trademarks (5-year life) 37,800 Non-compete agreement (2-year life) 12,200 Customer Lists (5-year life) 32,000 Total identifiable net assets assumed 162,151 Goodwill 337,849 Total $ 500,000 Consideration: Cash paid prior to the time of closing $ 524,683 Convertible Notes Payable 50,000 Acquisition costs included in general and administrative 17,762 Recognized amounts of identifiable assets acquired Inventory 20,000 Furniture, fixtures & equipment 145,982 Trademark (5-year life) 18,600 Non-compete agreement (2-year life) 9,700 Client list (5-year life) 25,000 Total identifiable net assets assumed 219,282 Goodwill 355,401 Total $ 574,683 Consideration: Cash paid prior to the time of closing $ 2,077,000 Convertible Notes Payable 75,000 Acquisition costs included in general and administrative 15,000 Recognized amounts of identifiable assets acquired Inventory 45,000 Building 1,045,000 Land 155,000 Furniture, fixtures & equipment 170,013 Trademark (5-year life) 63,600 Non-compete agreement (2-year life) 31,800 Client list (5-year life) 196,000 Total identifiable net assets assumed 1,706,413 Goodwill 445,587 Total $ 2,152,000 Consideration: Cash paid prior to the time of closing $ 2,908,652 Convertible Note Payable 200,000 Acquisition costs included in general and administrative 6,077 Recognized amounts of identifiable assets acquired Inventory 44,000 Building 234,221 Land 265,779 Furniture, fixtures & equipment 253,072 Trademark (5-year life) 276,900 Non-compete agreement (2-year life) 120,400 Client list (5-year life) 556,000 Total identifiable net assets assumed 1,760,372 Goodwill 1,348,280 Total $ 3,108,652 Consideration: Cash paid prior to the time of closing $ 750,000 Convertible Note Payable 100,000 Acquisition costs included in general and administrative 19,196 Recognized amounts of identifiable assets acquired Inventory 61,196 Building - Land - Furniture, fixtures & equipment 28,202 Trademark (5-year life) 79,500 Non-compete agreement (2-year life) 56,300 Client list (5-year life) 190,000 Total identifiable net assets assumed 415,198 Goodwill 434,802 Total $ 850,000 Consideration: Cash paid prior to the time of closing $ 1,415,000 Convertible Note Payable 50,000 Acquisition costs included in general and administrative 12,820 Recognized amounts of identifiable assets acquired Inventory 15,804 Building 570,000 Land 300,000 Furniture, fixtures & equipment 103,239 Trademark (5-year life) 44,900 Non-compete agreement (2-year life) 17,400 Client list (5-year life) 44,000 Total identifiable net assets assumed 1,095,343 Goodwill 369,657 Total $ 1,465,000 | The final purchase price allocation amounts are as follows: Consideration: Cash $ 1,505,000 Acquisition costs included in general and administrative 37,495 Recognized amounts of identifiable assets acquired Furniture, fixtures & equipment 81,654 Tradename (5-year life) 41,300 Client list (5-year life) 126,000 Total identifiable net assets assumed 248,954 Goodwill 1,256,046 Total $ 1,505,000 Consideration: Cash $ 564,500 Acquisition costs included in general and administrative 34,979 Recognized amounts of identifiable assets acquired Buildings 159,350 Land 131,831 Furniture, fixtures & equipment 11,995 Tradename (5-year life) 17,200 Client list (5-year life) 60,000 Total identifiable net assets assumed 380,376 Goodwill 184,124 Total $ 564,500 Consideration: Cash $ 630,000 Acquisition costs included in general and administrative 55,831 Recognized amounts of identifiable assets acquired Inventory 41,000 Buildings 181,999 Land 82,142 Furniture, fixtures & equipment 121,486 Non-compete agreement (2-year life) 5,300 Tradename (5-year life) 27,400 Total identifiable net assets assumed 459,327 Goodwill 170,673 Total $ 630,000 Consideration: Cash paid prior to the time of closing $ 850,000 Note Payable 164,000 Acquisition costs included in general and administrative 25,315 Recognized amounts of identifiable assets acquired Inventory 35,000 Furniture, fixtures & equipment 144,904 Trademark (5-year life) 97,600 Non-compete agreement (2-year life) 25,500 Client list (5-year life) 157,000 Total identifiable net assets assumed 460,004 Goodwill 553,996 Total $ 1,014,000 Consideration: Cash paid prior to the time of closing $ 1,342,469 Note Payable 100,000 Acquisition costs included in general and administrative 43,605 Recognized amounts of identifiable assets acquired Inventory 28,894 Buildings 660,000 Land 120,000 Furniture, fixtures & equipment 22,991 Tradename – trademarks (5-year life) 40,300 Non-compete agreement (2-year life) 23,200 Client list (5-year life) 116,000 Total identifiable net assets assumed 1,011,385 Goodwill 431,084 Total $ 1,442,469 Consideration: Cash paid prior to the time of closing $ 2,000,000 Acquisition costs included in general and administrative 34,812 Recognized amounts of identifiable assets acquired Inventory 25,000 Buildings 425,156 Land 74,844 Furniture, fixtures & equipment 176,862 Tradename – Trademarks (5-year life) 57,800 Non-compete agreement (2-year life) 38,600 Client list (5-year life) 249,000 Total identifiable net assets assumed 1,047,262 Goodwill 952,738 Total $ 2,000,000 Consideration: Cash paid prior to the time of closing $ 1,305,000 Notes Payable 100,000 Acquisition costs included in general and administrative 14,960 Recognized amounts of identifiable assets acquired Inventory 15,000 Buildings 230,000 Land 60,000 Furniture, fixtures & equipment 171,984 Tradename – Trademarks (5-year life) 49,800 Non-compete agreement (2-year life) 13,900 Client list (5-year life) 90,000 Total identifiable net assets assumed 630,684 Goodwill 774,316 Total $ 1,405,000 Consideration: Cash paid prior to the time of closing $ 450,000 Notes Payable 50,000 Acquisition costs included in general and administrative 20,193 Recognized amounts of identifiable assets acquired Inventory 21,000 Furniture, fixtures & equipment 59,151 Tradename – trademarks (5-year life) 37,800 Non-compete agreement (2-year life) 12,200 Customer Lists (5-year life) 32,000 Total identifiable net assets assumed 162,151 Goodwill 337,849 Total $ 500,000 Consideration: Cash paid prior to the time of closing $ 524,683 Convertible Notes Payable 50,000 Acquisition costs included in general and administrative 17,762 Recognized amounts of identifiable assets acquired Inventory 20,000 Furniture, fixtures & equipment 145,982 Trademark (5-year life) 18,600 Non-compete agreement (2-year life) 9,700 Client list (5-year life) 25,000 Total identifiable net assets assumed 219,282 Goodwill 355,401 Total $ 574,683 Consideration: Cash paid prior to the time of closing $ 2,077,000 Convertible Notes Payable 75,000 Acquisition costs included in general and administrative 15,000 Recognized amounts of identifiable assets acquired Inventory 45,000 Building 1,045,000 Land 155,000 Furniture, fixtures & equipment 170,013 Trademark (5-year life) 63,600 Non-compete agreement (2-year life) 31,800 Client list (5-year life) 196,000 Total identifiable net assets assumed 1,706,413 Goodwill 445,587 Total $ 2,152,000 Consideration: Cash paid prior to the time of closing $ 2,908,652 Convertible Note Payable 200,000 Acquisition costs included in general and administrative 6,077 Recognized amounts of identifiable assets acquired Inventory 44,000 Building 234,221 Land 265,779 Furniture, fixtures & equipment 253,072 Trademark (5-year life) 276,900 Non-compete agreement (2-year life) 120,400 Client list (5-year life) 556,000 Total identifiable net assets assumed 1,760,372 Goodwill 1,348,280 Total $ 3,108,652 Consideration: Cash paid prior to the time of closing $ 750,000 Convertible Note Payable 100,000 Acquisition costs included in general and administrative 19,196 Recognized amounts of identifiable assets acquired Inventory 61,196 Building - Land - Furniture, fixtures & equipment 28,202 Trademark (5-year life) 79,500 Non-compete agreement (2-year life) 56,300 Client list (5-year life) 190,000 Total identifiable net assets assumed 415,198 Goodwill 434,802 Total $ 850,000 Consideration: Cash paid prior to the time of closing $ 1,415,000 Convertible Note Payable 50,000 Acquisition costs included in general and administrative 12,820 Recognized amounts of identifiable assets acquired Inventory 15,804 Building 570,000 Land 300,000 Furniture, fixtures & equipment 103,239 Trademark (5-year life) 44,900 Non-compete agreement (2-year life) 17,400 Client list (5-year life) 44,000 Total identifiable net assets assumed 1,095,343 Goodwill 369,657 Total $ 1,465,000 |
Schedule of Pro Forma Consolidated Results of Operations | The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2022, are as follows: Nine Months Three Months September 30, September 30, Revenue $ 8,754,610 $ 5,710,738 Costs and expenses 10,312,255 7,147,711 Loss from operations (1,557,645 ) (1,436,973 ) Other income (expense) (842,027 ) (643,183 ) Loss before income taxes (2,399,672 ) (2,080,156 ) Provision of income taxes 30,094 30,094 Net income (loss) (2,369,578 ) (2,050,062 ) | The unaudited pro forma consolidated results of operations, assuming the acquisitions had occurred on January 1, 2022 and 2021, are as follows: For the year ended December 31, December 31, Revenue $ 16,953,261 $ 17,471,036 Costs and expenses 18,666,172 16,235,014 (Loss) income from operations (1,712,9111 ) 1,236,022 Other expense (1,423,882 ) (211,091 ) (Loss) income before income taxes (3,136,793 ) 1,024,931 Income tax benefit (expense) 30,094 (74,330 ) Net (loss) income $ (3,106,699 ) $ 950,601 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt (Tables) [Line Items] | ||
Schedule of Tabular Form of Notes Payable | Notes payable as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 FNBD Notes Payable $ 8,612,004 $ 8,863,423 FSB Notes Payable 5,490,598 6,531,377 Car loan - 6,653 Total notes payable 14,102,602 15,401,453 Unamortized debt issuance costs (119,415 ) (135,240 ) Notes payable, net of issuance cost 13,983,187 15,266,213 Less current portion (1,061,580 ) (1,549,861 ) Long-term portion $ 12,921,607 $ 13,716,353 | Notes payable as of December 31, 2022 and 2021 consisted of the following: December 31, December 31, 2022 2021 FNBD Notes Payable $ 8,863,423 $ 1,004,759 FSNB Notes Payable 6,531,377 2,623,834 Car loan 6,653 13,309 Total notes payable 15,401,453 3,641,902 Unamortized debt issuance costs (135,240 ) (49,078 ) Notes payable, net of issuance cost 15,266,213 3,592,824 Less current portion (1,549,861 ) (466,124 ) Long-term portion $ 13,716,353 $ 3,126,700 |
Schedule of Tabular Form of Maturities of Notes Payable | Notes payable repayment requirements as of September 30, 2023, in the succeeding years are summarized as follows: Remainder of 2023 $ 248,019 2024 1,087,839 2025 3,700,190 2026 927,965 2027 968,316 Thereafter $ 7,170,273 | Notes payable repayment requirements in the succeeding years are summarized as follows: 2023 $ 1,549,861 2024 1,087,839 2025 3,700,190 2026 927,965 2027 968,316 Thereafter 7,167,282 |
Schedule of Bridge Notes | A roll forward of the bridge note from January 1, 2021 to September 30, 2023 is below: Bridge notes, January 1, 2021 $ - Issued for cash 1,100,000 Amortization of original issue discount 1,644 Debt issuance costs (70,500 ) Amortization of debt issuance costs 773 Bridge notes, December 31, 2021 1,031,917 Issued for cash 2,600,000 Amortization of original issue discount 386,245 Warrant discount (429,284 ) Amortization of warrant discount 303,309 Debt issuance costs (164,000 ) Amortization of debt issuance costs 170,969 Bridge notes, December 31, 2022 3,899,156 Amortization of original issue discount 116,656 Amortization of warrant discount 125,975 Amortization of debt issuance costs 62,758 Bridge notes, March 31, 2023 4,204,545 Bridge notes, June 30, 2023 4,204,545 Extinguishment of bridge notes in exchange for Series A preferred stock upon IPO on August 31, 2023 (4,204,545 ) Bridge notes, September 30, 2023 $ - | A roll forward of the bridge note from January 1, 2021 to December 31, 2022 is below: Bridge notes, January 1, 2021 $ - Issued for cash 1,100,000 Amortization of original issue discount 1,644 Debt issuance costs (70,500 ) Amortization of debt issuance costs 773 Bridge notes, December 31, 2021 1,031,917 Issued for cash 2,600,000 Amortization of original issue discount 386,245 Warrant discount (429,284 ) Amortization of warrant discount 303,309 Debt issuance costs (164,000 ) Amortization of debt issuance costs 170,969 Bridge notes, December 31, 2022 $ 3,899,156 |
Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||
Debt (Tables) [Line Items] | ||
Schedule of Long-Term Debt Instruments | Notes payable to FNBD as of September 30, 2023 and December 31, 2022 consisted of the following: Original Acquisition Entered Maturity Interest September 30, December 31, Issuance $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 230,945 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 215,706 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 210,970 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 296,380 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 766,197 817,135 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 455,908 478,098 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 651,369 663,000 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 417,544 425,000 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,215,823 1,275,000 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 243,636 246,500 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 700,247 722,500 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 373,669 382,500 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 439,161 445,981 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,017,081 1,020,000 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 515,562 519,527 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 224,306 225,923 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 637,500 2,556 $ 8,863,423 $ 8,612,004 $ 8,863,423 $ 81,109 | Notes payable to FNBD as of December 31, 2022 and 2021 consisted of the following: Original Acquisition Entered Maturity Interest December 31, December 31, Issuance Cost $ 237,272 CAH 12/27/21 12/27/41 3.98 % $ 237,272 $ 237,272 $ 6,108 231,987 CAH 12/27/21 12/27/31 3.98 % 231,987 231,987 6,108 216,750 P&F 12/27/21 12/27/41 3.98 % 216,750 216,750 5,370 318,750 P&F 12/27/21 12/27/31 3.98 % 318,750 318,750 5,370 817,135 Pasco 1/14/22 1/14/32 3.98 % 817,135 - 3,085 478,098 Lytle 3/15/22 3/15/32 3.98 % 478,098 - 1,898 663,000 Lytle 3/15/22 3/15/42 3.98 % 663,000 - 11,875 425,000 Kern 3/22/22 3/22/42 3.98 % 425,000 - 7,855 1,275,000 Kern 3/22/22 3/22/32 3.98 % 1,275,000 - 4,688 246,500 Bartow 5/18/22 5/18/42 3.98 % 246,500 - 5,072 722,500 Bartow 5/18/22 5/18/32 3.98 % 722,500 - 2,754 382,500 Dietz 6/15/22 6/15/32 3.98 % 382,500 - 1,564 445,981 Aberdeen 7/19/22 7/29/32 3.98 % 445,981 - 1,786 1,020,000 All Breed 8/12/22 8/12/42 3.98 % 1,020,000 - 8,702 519,527 All Breed 8/12/22 8/12/32 3.98 % 519,527 - 3,159 225,923 All Breed 8/12/22 8/12/32 5.25 % 225,923 - 3,159 637,500 Williamsburg 12/8/22 12/8/32 5.25 % 637,500 - 2,556 $ 8,863,243 $ 8,863,423 $ 1,004,759 $ 81,109 |
First South National Bank [Member] | ||
Debt (Tables) [Line Items] | ||
Schedule of Long-Term Debt Instruments | Notes payable to FSB as of September 30, 2023 and December 31, 2022 consisted of the following: Original Acquisition Entered Maturity Interest September 30, December 31, Issuance $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 1,006,834 $ 1,045,310 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 989,691 1,074,251 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % - 53,964 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 1,943,067 2,061,346 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 390,200 398,258 3,277 700,00 Pony Express 10/31/22 8/16/23 6.75 % - 700,000 - 568,000 Old 41 12/16/22 12/16/25 6.5 % 532,812 568,000 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 627,994 640,000 5,077 $ 7,428,235 $ 5,490,598 $ 6,531,377 $ 62,562 | Notes payable to FSB as of December 31, 2022 and 2021 consisted of the following: Original Acquisition Entered Maturity Interest December 31, December 31, Issuance Cost $ 1,105,000 KVC 1/25/21 2/25/41 4.35 % $ 1,045,310 $ 1,072,468 $ 13,264 1,278,400 KVC 1/25/21 1/25/31 4.35 % 1,074,251 1,182,834 10,085 469,914 KVC 1/25/21 2/25/23 5.05 % 53,964 368,532 753 2,086,921 Pony Express 10/31/22 10/31/25 5.97 % 2,061,346 - 25,575 400,000 Pony Express 10/31/22 10/31/42 5.97 % 398,258 - 3,277 700,000 Pony Express 10/31/22 5/31/23 6.75 % 700,000 - - 568,000 Old 41 12/16/22 12/16/25 6.5 % 568,000 - 4,531 640,000 Old 41 12/16/22 12/16/25 6.5 % 640,000 - 5,077 $ 7,428,235 $ 6,531,377 $ 2,623,834 $ 62,562 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows: Year ended December 31, 2022 2021 (As Restated) (1) Deferred tax assets: Net Operating Loss Carryforwards $ 1,731,713 $ 330,496 Accrued Expenses 11,197 - Fixed Assets - (32,321 ) Stock Based Compensation - 2,248 Charitable Contribution Carryforward 412 - ROU Asset (204,479 ) - Lease Liability 204,982 - Total deferred tax assets 1,743,825 300,423 Deferred tax liabilities: Amortization/Depreciation 134,382 - Total deferred tax liabilities 134,382 - Valuation allowance (1,608,940 ) (300,423 ) Net deferred Tax Assets (Liabilities) $ - $ - (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Schedule of Income Tax (Benefit) | The differences between the total calculated income tax (benefit) provision and the expected income tax computed using the U.S. federal income tax rate are as follows: 2022 2021 (As Restated) (1) Tax benefit at statutory tax rate (1,021,920 ) (232,214 ) State benefit, net of federal benefit (291,977 ) (66,347 ) Other permanent differences (13,535 ) 5,144 Valuation allowance 1,308,517 300,310 Other (11,179 ) (6,893 ) Conversion of subsidiary from C-Corp to LLC - 74,330 $ (30,094 ) $ 74,330 (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Schedule of Income Tax Expense | Income tax expense consists of the following for the years ending December 31, 2022 and 2021: December 31 December 31 (As Restated) (1) Current income tax (benefit)expense Federal $ - $ 33,982 State (30,094 ) 40,348 $ - $ 74,330 (1) See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Lease [Abstract] | ||
Schedule of Components of Lease Expense | The components of lease expense included on the Company’s statements of operations were as follows: Expense Three Months Ended Nine Months Ended Operating lease expense: Classification 2023 2022 2023 2022 Amortization of ROU asset General and administrative $ 28,875 $ 17,985 $ 86,625 $ 30,635 Accretion of Operating lease liability General and administrative 6,312 6,828 20,141 11,322 Total operating lease expense $ 35,187 $ 24,813 $ 106,766 $ 41,957 Other lease expense General and administrative 10,605 401 31,936 1,233 Total $ 45,792 $ 25,214 $ 138,702 $ 43,190 As of As of 2023 2022 Weighted-average remaining lease term: Operating leases (in years) 7.99 8.43 Weighted-average Discount rate: Operating leases 4.05 % 4.08 % | The components of lease expense included on the Company’s statements of operations were as follows: For the Years Ended Operating lease expense: Expense Classification 2022 2021 Amortization of ROU asset General and administrative $ 52,863 - Accretion of operating lease liability General and administrative 10,695 - Total operating lease expense $ 63,558 - Other lease expense General and administrative 8,723 - Total $ 72,281 - As of As of 2022 2021 Weighted-average remaining lease term: Operating leases (in years) 8.43 - Weighted-average Discount rate: Operating leases 4.08 % - |
Summary of Balance Sheet Information Related to Leases | Amounts relating to leases were presented on the Balance Sheets as of September 30, 2023 and December 31, 2022 in the following line items: Balance As of As of Sheet Classification 2023 2022 Assets: Operating lease assets Right-of-use assets $ 630,187 $ 746,973 Liabilities: Operating lease liabilities Operating lease liabilities $ 89,579 91,152 Operating lease liabilities Operating lease liabilities, non-current 569,262 666,179 Total lease liabilities $ 658,841 $ 757,331 | Amounts relating to leases were presented on the Balance Sheets as of December 31, 2022 and 2021 in the following line items: As of As of Balance Sheet Classification 2022 2021 Assets: Operating lease assets Right-of-use assets $ 746,973 $ - Liabilities: Operating lease liabilities Operating lease liabilities $ 91,152 - Operating lease liabilities Operating lease liabilities, non-current 666,179 - Total lease liabilities $ 757,331 $ - |
Schedule of Future Minimum Lease Payments | The future minimum lease payments required under leases as of September 30, 2023, were as follows: Fiscal Year Operating Leases Remainder of 2023 $ 31,337 2024 103,168 2025 83,558 2026 85,319 2027 86,979 Thereafter 385,086 Undiscounted cash flows 775,447 Less: imputed interest (116,606 ) Lease liability $ 658,841 | The future minimum lease payments required under leases as of December 31, 2022 were as follows: Fiscal Year Operating 2023 $ 108,825 2024 95,344 2025 81,908 2026 85,319 2027 86,979 Thereafter 385,586 Undiscounted cash flows 843,961 Less: imputed interest (86,630 ) Lease liability $ 757,331 |
Description of Business (Detail
Description of Business (Details) - IPO [Member] $ / shares in Units, shares in Millions | Aug. 31, 2023 USD ($) $ / shares shares |
Description of Business (Details) [Line Items] | |
Total net proceeds received | $ 5,400,000 |
Underwriting discounts and commissions | 512,000 |
Offering expenses | $ 448,429 |
Class A Common Stock [Member] | |
Description of Business (Details) [Line Items] | |
Issuance of class A common stock (in Shares) | shares | 1.6 |
Public price per share (in Dollars per share) | $ / shares | $ 4 |
Significant Accounting Polici_3
Significant Accounting Policies and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 20, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | ||||||||||||
Income tax | $ 192,139 | |||||||||||
Accumulated deficit | $ (16,894,193) | (16,894,193) | $ (6,243,448) | $ (1,331,522) | ||||||||
Total stockholders’ deficit | 2,712,376 | $ (7,899,523) | $ (6,671,729) | $ (3,611,233) | $ (2,203,908) | $ (1,556,200) | 2,712,376 | $ (3,611,233) | $ (5,135,481) | (869,091) | $ 21,970 | |
Loss per share (in Dollars per share) | $ 0.03 | |||||||||||
Net income (loss) | (7,884,002) | $ (1,227,794) | $ (1,538,949) | $ (1,407,325) | $ (647,708) | $ (922,746) | (10,650,745) | $ (2,977,779) | $ (4,911,926) | (1,331,062) | ||
Federal deposit insurance corporation | 250,000 | |||||||||||
Excess amounts | 43,094 | 1,453,514 | ||||||||||
Advertising expenses | 28,469 | 609 | ||||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||||||||
Class A Common Stock [Member] | ||||||||||||
Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | ||||||||||||
Voting rights | 1 vote | one (1) vote for each share | one (1) vote for each share | |||||||||
Restatement [Member] | ||||||||||||
Significant Accounting Policies and Basis of Presentation (Details) [Line Items] | ||||||||||||
Accumulated deficit | 192,139 | |||||||||||
Total stockholders’ deficit | $ 192,139 |
Significant Accounting Polici_4
Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Potentially Dilutive Shares Excluded from Computation of Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Previously Reported [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Loss before income taxes | $ (1,256,732) |
Benefit (provision) for income taxes | (266,469) |
Net loss | $ (1,523,201) |
Previously Reported [Member] | Common Class A and Common Class B [Member] | |
Net loss per Class A and B common shares: | |
Net loss per Class A and B common shares, Basic (in Dollars per share) | $ / shares | $ (0.3) |
Weighted average shares outstanding per Class A and B common shares: | |
Weighted average shares outstanding per Class A and B common shares, Basic (in Shares) | shares | 5,001,699 |
Restatement Impacts [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Loss before income taxes | |
Benefit (provision) for income taxes | 192,139 |
Net loss | $ 192,139 |
Restatement Impacts [Member] | Common Class A and Common Class B [Member] | |
Net loss per Class A and B common shares: | |
Net loss per Class A and B common shares, Basic (in Dollars per share) | $ / shares | $ 0.03 |
Weighted average shares outstanding per Class A and B common shares: | |
Weighted average shares outstanding per Class A and B common shares, Basic (in Shares) | shares | 5,001,699 |
Restated [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Loss before income taxes | $ (1,256,732) |
Benefit (provision) for income taxes | (74,330) |
Net loss | $ (1,331,062) |
Restated [Member] | Common Class A and Common Class B [Member] | |
Net loss per Class A and B common shares: | |
Net loss per Class A and B common shares, Basic (in Dollars per share) | $ / shares | $ (0.27) |
Weighted average shares outstanding per Class A and B common shares: | |
Weighted average shares outstanding per Class A and B common shares, Basic (in Shares) | shares | 5,001,699 |
Significant Accounting Polici_5
Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Potentially Dilutive Shares Excluded from Computation of Earnings Per Share (Parentheticals) - Common Class A and Common Class B [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Previously Reported [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net loss per Class A and B common shares, Diluted | $ / shares | $ (0.30) |
Weighted average shares outstanding per Class A and B common shares, Diluted | shares | 5,001,699 |
Restatement Impacts [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net loss per Class A and B common shares, Diluted | $ / shares | $ 0.03 |
Weighted average shares outstanding per Class A and B common shares, Diluted | shares | 5,001,699 |
Restated [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Net loss per Class A and B common shares, Diluted | $ / shares | $ (0.27) |
Weighted average shares outstanding per Class A and B common shares, Diluted | shares | 5,001,699 |
Significant Accounting Polici_6
Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Consolidated Financial Statements Contained in the Company Registration Statement | Dec. 31, 2021 USD ($) |
Previously Reported [Member] | |
Schedule of Consolidated Financial Statements Contained in the Company Registration Statement [Line Items] | |
Refundable income tax | |
Total assets | 6,137,625 |
Accumulated deficit | (1,523,661) |
Total stockholder’s deficit | (1,061,230) |
Total liabilities and stockholder’s deficit | 6,137,625 |
Restatement Impacts [Member] | |
Schedule of Consolidated Financial Statements Contained in the Company Registration Statement [Line Items] | |
Refundable income tax | 192,139 |
Total assets | 192,139 |
Accumulated deficit | 192,139 |
Total stockholder’s deficit | 192,139 |
Total liabilities and stockholder’s deficit | 192,139 |
Restated [Member] | |
Schedule of Consolidated Financial Statements Contained in the Company Registration Statement [Line Items] | |
Refundable income tax | 192,139 |
Total assets | 6,329,764 |
Accumulated deficit | (1,331,522) |
Total stockholder’s deficit | (869,091) |
Total liabilities and stockholder’s deficit | $ 6,329,764 |
Significant Accounting Polici_7
Significant Accounting Policies and Basis of Presentation (Details) - Schedule of Property and Equipment | Dec. 31, 2022 |
Computers and equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computers and equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Automobile [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Automobile [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Leasehold improvements [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Leasehold improvements [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Buildings [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Buildings [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 15 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment [Line Items] | ||||||
Depreciation expense | $ 128,517 | $ 39,402 | $ 368,208 | $ 133,963 | $ 263,387 | $ 45,903 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 7,992,422 | $ 7,632,340 | $ 2,080,969 |
Less - accumulated depreciation | (677,498) | (309,290) | (45,903) |
Property and Equipment, net | 7,314,924 | 7,323,050 | 2,035,066 |
Land [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,839,596 | 1,839,596 | 863,973 |
Computers and Equipment [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,361,716 | 1,321,708 | 173,498 |
Furniture and Fixtures [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 143,874 | 143,874 | 9,710 |
Automobile [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 101,269 | 69,083 | 21,050 |
Leasehold Improvements [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 383,879 | 95,991 | 15,027 |
Buildings [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 4,162,088 | $ 4,162,088 | $ 997,711 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets [Abstract] | ||||||
Amortization expense | $ 184,799 | $ 120,408 | $ 547,616 | $ 188,202 | $ 332,240 | $ 38,005 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Intangibles Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ (917,861) | $ (370,245) | $ (38,005) |
Total Intangible Assets | $ 2,185,974 | 2,729,574 | 239,195 |
Client List [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 1,824,400 | 186,000 | |
Noncompete Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 380,900 | 5,300 | |
Trademark [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 852,700 | 85,900 | |
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | $ 41,819 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Expected Future Amortization Expense of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Expected Future Amortization Expense of Intangible Assets [Abstract] | |||
2023 | $ 184,181 | $ 739,193 | |
2024 | 667,551 | 673,627 | |
2025 | 548,521 | 541,862 | |
2026 | 503,239 | 497,497 | |
2027 | 282,482 | 277,396 | |
Total | $ 2,185,974 | $ 2,729,574 | $ 239,195 |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 16, 2022 | Dec. 09, 2022 | Oct. 31, 2022 | Aug. 12, 2022 | Jul. 29, 2022 | Jun. 30, 2022 | Jun. 15, 2022 | May 18, 2022 | Mar. 22, 2022 | Mar. 15, 2022 | Jan. 14, 2022 | Oct. 07, 2021 | Aug. 20, 2021 | Jan. 25, 2021 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 16, 2020 | |
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Stock Purchase | 100% | |||||||||||||||||||
Issued and outstanding | $ 1,505,000 | $ 430 | ||||||||||||||||||
Owned subsidiary | 1,300,000 | |||||||||||||||||||
Loans | 1,505,000 | |||||||||||||||||||
Cash consideration | $ 564,500 | |||||||||||||||||||
Exchange for the payment | $ 1,014,000 | $ 4,158,214 | $ 14,511,804 | $ 2,658,500 | ||||||||||||||||
Amortization expense | $ 49,595 | $ 111,045 | 318,744 | $ 18,343 | ||||||||||||||||
Southern National Bank [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Loans | $ 2,383,400 | |||||||||||||||||||
Chiefland Animal Hospital [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Owned subsidiary | 285,000 | |||||||||||||||||||
IVP Practice Holding Company, LLC. [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Owned subsidiary | 279,500 | |||||||||||||||||||
Farmers National Bank [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Loans provided | $ 469,259 | |||||||||||||||||||
Pets & Friends Animal Hospital [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 375,000 | |||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 264,141 | |||||||||||||||||||
Combined acquisitions | 535,500 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 630,000 | |||||||||||||||||||
Advanced Veterinary Care of Pasco [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | 850,000 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | $ 74,904 | |||||||||||||||||||
Exchange for the payment | 1,014,000 | 1,014,000 | 850,000 | |||||||||||||||||
Financed loan provided | $ 817,135 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 164,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Lytle Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 662,469 | 1,342,469 | ||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 780,000 | |||||||||||||||||||
Combined acquisitions | 1,442,469 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 46,563 | |||||||||||||||||||
Exchange for the payment | 1,342,469 | |||||||||||||||||||
Financed loan provided | $ 1,141,098 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 100,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Southern Kern Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 1,500,000 | 2,000,000 | ||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 500,000 | |||||||||||||||||||
Combined acquisitions | 1,700,000 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 76,862 | $ 2,000,000 | ||||||||||||||||||
Exchange for the payment | 2,000,000 | |||||||||||||||||||
Bartow Animal Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 1,055,000 | 1,305,000 | ||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 350,000 | |||||||||||||||||||
Combined acquisitions | 1,405,000 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 96,984 | |||||||||||||||||||
Exchange for the payment | 1,405,000 | 1,305,000 | ||||||||||||||||||
Financed loan provided | $ 969,000 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 100,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Dietz Family Pet Hospital [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 500,000 | 450,000 | ||||||||||||||||||
Combined acquisitions | 500,000 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 15,849 | |||||||||||||||||||
Exchange for the payment | 450,000 | |||||||||||||||||||
Financed loan provided | $ 382,500 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 50,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Aberdeen Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 574,683 | $ 524,683 | ||||||||||||||||||
Combined acquisitions | 574,683 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 30,882 | |||||||||||||||||||
Exchange for the payment | $ 524,683 | |||||||||||||||||||
Financed loan provided | $ 445,981 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 50,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
All Breed Pet Care veterinary clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 952,000 | |||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 1,200,000 | |||||||||||||||||||
Combined acquisitions | 2,122,000 | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 70,013 | |||||||||||||||||||
Financed loan provided | $ 1,765,450 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 75,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | $ 20,000 | |||||||||||||||||||
Pony Express Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 2,608,652 | |||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 500,000 | |||||||||||||||||||
Combined acquisitions | 3,108,652 | |||||||||||||||||||
Financed loan provided | $ 2,853,314 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 200,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Williamsburg Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 850,000 | |||||||||||||||||||
Combined acquisitions | 850,000 | |||||||||||||||||||
Financed loan provided | $ 637,500 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 100,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% | |||||||||||||||||||
Old 41 Veterinary Clinic [Member] | ||||||||||||||||||||
Business Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Exchange for the payment | $ 665,000 | |||||||||||||||||||
Business Combination Consideration Paid Through Bill In Sale | 800,000 | |||||||||||||||||||
Combined acquisitions | 1,465,000 | |||||||||||||||||||
Financed loan provided | $ 1,208,000 | |||||||||||||||||||
Payable due | Sep. 09, 2027 | |||||||||||||||||||
Due amount | $ 50,000 | |||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||
Discount rate | 25% |
Business Acquisitions (Detail_2
Business Acquisitions (Details) - Schedule of Final Purchase Price Allocation - USD ($) | 9 Months Ended | 12 Months Ended | ||
May 18, 2022 | Jan. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Kauai Veterinary Clinic [Member] | ||||
Consideration: | ||||
Cash | $ 1,505,000 | |||
Acquisition costs included in general and administrative | 37,495 | |||
Recognized amounts of identifiable assets acquired | ||||
Furniture, fixtures & equipment | 81,654 | |||
Goodwill | 1,256,046 | |||
Total | 1,505,000 | |||
Kauai Veterinary Clinic [Member] | Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 41,300 | |||
Tradename – trademarks (5-year life) | 41,300 | |||
Client list (5-year life) | 41,300 | |||
Kauai Veterinary Clinic [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 126,000 | |||
Total identifiable net assets assumed | 248,954 | |||
Tradename – trademarks (5-year life) | 126,000 | |||
Client list (5-year life) | 126,000 | |||
Chiefland Animal Hospital [Member] | ||||
Consideration: | ||||
Cash | 564,500 | |||
Acquisition costs included in general and administrative | 34,979 | |||
Recognized amounts of identifiable assets acquired | ||||
Buildings | 159,350 | |||
Land | 131,831 | |||
Furniture, fixtures & equipment | 11,995 | |||
Goodwill | 184,124 | |||
Total | 564,500 | |||
Chiefland Animal Hospital [Member] | Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 17,200 | |||
Tradename – trademarks (5-year life) | 17,200 | |||
Client list (5-year life) | 17,200 | |||
Chiefland Animal Hospital [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 60,000 | |||
Total identifiable net assets assumed | 380,376 | |||
Tradename – trademarks (5-year life) | 60,000 | |||
Client list (5-year life) | 60,000 | |||
Pets & Friends Animal Hospital [Member] | ||||
Consideration: | ||||
Cash | 630,000 | |||
Acquisition costs included in general and administrative | 55,831 | |||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 41,000 | |||
Buildings | 181,999 | |||
Land | 82,142 | |||
Furniture, fixtures & equipment | 121,486 | |||
Goodwill | 170,673 | |||
Total | 630,000 | |||
Pets & Friends Animal Hospital [Member] | Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 27,400 | |||
Total identifiable net assets assumed | 459,327 | |||
Tradename – trademarks (5-year life) | 27,400 | |||
Client list (5-year life) | 27,400 | |||
Pets & Friends Animal Hospital [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 5,300 | |||
Tradename – trademarks (5-year life) | 5,300 | |||
Client list (5-year life) | 5,300 | |||
Advanced Veterinary Care of Pasco [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | $ 25,315 | 25,315 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 35,000 | 35,000 | ||
Furniture, fixtures & equipment | 144,904 | 144,904 | ||
Non-compete agreement (2-year life) | 157,000 | |||
Total identifiable net assets assumed | 460,004 | |||
Tradename – trademarks (5-year life) | 157,000 | |||
Client list (5-year life) | 157,000 | |||
Goodwill | 553,996 | 553,996 | ||
Total | 1,014,000 | 1,014,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | $ 1,014,000 | 1,014,000 | 850,000 | |
Notes Payable | 164,000 | 164,000 | ||
Advanced Veterinary Care of Pasco [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 157,000 | |||
Total identifiable net assets assumed | 460,004 | |||
Tradename – trademarks (5-year life) | 157,000 | |||
Client list (5-year life) | 157,000 | |||
Advanced Veterinary Care of Pasco [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 25,500 | 25,500 | ||
Tradename – trademarks (5-year life) | 25,500 | 25,500 | ||
Client list (5-year life) | 25,500 | 25,500 | ||
Advanced Veterinary Care of Pasco [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 97,600 | 97,600 | ||
Tradename – trademarks (5-year life) | 97,600 | 97,600 | ||
Client list (5-year life) | 97,600 | 97,600 | ||
Lytle Veterinary Clinic [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 43,605 | 43,605 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 28,894 | 28,894 | ||
Buildings | 660,000 | 660,000 | ||
Land | 120,000 | 120,000 | ||
Furniture, fixtures & equipment | 22,991 | 22,991 | ||
Goodwill | 431,084 | 431,084 | ||
Total | 1,442,469 | 1,442,469 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 1,342,469 | |||
Notes Payable | 100,000 | 100,000 | ||
Lytle Veterinary Clinic [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 116,000 | 116,000 | ||
Total identifiable net assets assumed | 1,011,385 | 1,011,385 | ||
Tradename – trademarks (5-year life) | 116,000 | 116,000 | ||
Client list (5-year life) | 116,000 | 116,000 | ||
Lytle Veterinary Clinic [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 23,200 | 23,200 | ||
Tradename – trademarks (5-year life) | 23,200 | 23,200 | ||
Client list (5-year life) | 23,200 | 23,200 | ||
Lytle Veterinary Clinic [Member] | Trademarks and Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 40,300 | 40,300 | ||
Tradename – trademarks (5-year life) | 40,300 | 40,300 | ||
Client list (5-year life) | 40,300 | 40,300 | ||
Southern Kern Veterinary Clinic [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 34,812 | 34,812 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 25,000 | 25,000 | ||
Buildings | 425,156 | 425,156 | ||
Land | 74,844 | 74,844 | ||
Furniture, fixtures & equipment | 176,862 | 176,862 | ||
Goodwill | 952,738 | 952,738 | ||
Total | 2,000,000 | 2,000,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 2,000,000 | |||
Southern Kern Veterinary Clinic [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 249,000 | 249,000 | ||
Total identifiable net assets assumed | 1,047,262 | 1,047,262 | ||
Tradename – trademarks (5-year life) | 249,000 | 249,000 | ||
Client list (5-year life) | 249,000 | 249,000 | ||
Southern Kern Veterinary Clinic [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 38,600 | 38,600 | ||
Tradename – trademarks (5-year life) | 38,600 | 38,600 | ||
Client list (5-year life) | 38,600 | 38,600 | ||
Southern Kern Veterinary Clinic [Member] | Trademarks and Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 57,800 | 57,800 | ||
Tradename – trademarks (5-year life) | 57,800 | 57,800 | ||
Client list (5-year life) | 57,800 | 57,800 | ||
Bartow Animal Clinic [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 14,960 | 14,960 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 15,000 | 15,000 | ||
Buildings | 230,000 | 230,000 | ||
Land | 60,000 | 60,000 | ||
Furniture, fixtures & equipment | 171,984 | 171,984 | ||
Goodwill | 774,316 | 774,316 | ||
Total | 1,405,000 | 1,405,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | $ 1,405,000 | 1,305,000 | ||
Notes Payable | 100,000 | 100,000 | ||
Bartow Animal Clinic [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 90,000 | 90,000 | ||
Total identifiable net assets assumed | 630,684 | 630,684 | ||
Tradename – trademarks (5-year life) | 90,000 | 90,000 | ||
Client list (5-year life) | 90,000 | 90,000 | ||
Bartow Animal Clinic [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 13,900 | 13,900 | ||
Tradename – trademarks (5-year life) | 13,900 | 13,900 | ||
Client list (5-year life) | 13,900 | 13,900 | ||
Bartow Animal Clinic [Member] | Trademarks and Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 49,800 | 49,800 | ||
Tradename – trademarks (5-year life) | 49,800 | 49,800 | ||
Client list (5-year life) | 49,800 | 49,800 | ||
Dietz Family Pet Hospital [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 20,193 | 20,193 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 21,000 | 21,000 | ||
Furniture, fixtures & equipment | 59,151 | 59,151 | ||
Goodwill | 337,849 | 337,849 | ||
Total | 500,000 | 500,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 450,000 | |||
Notes Payable | 50,000 | 50,000 | ||
Dietz Family Pet Hospital [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 32,000 | 32,000 | ||
Total identifiable net assets assumed | 162,151 | 162,151 | ||
Tradename – trademarks (5-year life) | 32,000 | 32,000 | ||
Client list (5-year life) | 32,000 | 32,000 | ||
Dietz Family Pet Hospital [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 12,200 | 12,200 | ||
Tradename – trademarks (5-year life) | 12,200 | 12,200 | ||
Client list (5-year life) | 12,200 | 12,200 | ||
Dietz Family Pet Hospital [Member] | Trademarks and Trade Names [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 37,800 | 37,800 | ||
Tradename – trademarks (5-year life) | 37,800 | 37,800 | ||
Client list (5-year life) | 37,800 | 37,800 | ||
Aberdeen Veterinary Clinic [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 17,762 | 17,762 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 20,000 | 20,000 | ||
Furniture, fixtures & equipment | 145,982 | 145,982 | ||
Goodwill | 355,401 | 355,401 | ||
Total | 574,683 | 574,683 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 524,683 | |||
Convertible Notes Payable | 50,000 | 50,000 | ||
Aberdeen Veterinary Clinic [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 25,000 | 25,000 | ||
Total identifiable net assets assumed | 219,282 | 219,282 | ||
Tradename – trademarks (5-year life) | 25,000 | 25,000 | ||
Client list (5-year life) | 25,000 | 25,000 | ||
Aberdeen Veterinary Clinic [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 9,700 | 9,700 | ||
Tradename – trademarks (5-year life) | 9,700 | 9,700 | ||
Client list (5-year life) | 9,700 | 9,700 | ||
Aberdeen Veterinary Clinic [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 18,600 | 18,600 | ||
Tradename – trademarks (5-year life) | 18,600 | 18,600 | ||
Client list (5-year life) | 18,600 | 18,600 | ||
All Breed Pet Care [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 15,000 | 15,000 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 45,000 | 45,000 | ||
Buildings | 1,045,000 | 1,045,000 | ||
Land | 155,000 | 155,000 | ||
Furniture, fixtures & equipment | 170,013 | 170,013 | ||
Goodwill | 445,587 | 445,587 | ||
Total | 2,152,000 | 2,152,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 2,077,000 | |||
Convertible Notes Payable | 75,000 | 75,000 | ||
All Breed Pet Care [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 196,000 | 196,000 | ||
Total identifiable net assets assumed | 1,706,413 | 1,706,413 | ||
Tradename – trademarks (5-year life) | 196,000 | 196,000 | ||
Client list (5-year life) | 196,000 | 196,000 | ||
All Breed Pet Care [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 31,800 | 31,800 | ||
Tradename – trademarks (5-year life) | 31,800 | 31,800 | ||
Client list (5-year life) | 31,800 | 31,800 | ||
All Breed Pet Care [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 63,600 | 63,600 | ||
Tradename – trademarks (5-year life) | 63,600 | 63,600 | ||
Client list (5-year life) | 63,600 | 63,600 | ||
Pony Express [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 6,077 | 6,077 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 44,000 | 44,000 | ||
Buildings | 234,221 | 234,221 | ||
Land | 265,779 | 265,779 | ||
Furniture, fixtures & equipment | 253,072 | 253,072 | ||
Goodwill | 1,348,280 | 1,348,280 | ||
Total | 3,108,652 | 3,108,652 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 2,908,652 | |||
Convertible Notes Payable | 200,000 | 200,000 | ||
Pony Express [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 556,000 | 556,000 | ||
Total identifiable net assets assumed | 1,760,372 | 1,760,372 | ||
Tradename – trademarks (5-year life) | 556,000 | 556,000 | ||
Client list (5-year life) | 556,000 | 556,000 | ||
Pony Express [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 120,400 | 120,400 | ||
Tradename – trademarks (5-year life) | 120,400 | 120,400 | ||
Client list (5-year life) | 120,400 | 120,400 | ||
Pony Express [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 276,900 | 276,900 | ||
Tradename – trademarks (5-year life) | 276,900 | 276,900 | ||
Client list (5-year life) | 276,900 | 276,900 | ||
Williamsburg [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 19,196 | 19,196 | ||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 61,196 | 61,196 | ||
Buildings | ||||
Land | ||||
Furniture, fixtures & equipment | 28,202 | 28,202 | ||
Goodwill | 434,802 | 434,802 | ||
Total | 850,000 | 850,000 | ||
Consideration: | ||||
Cash paid prior to the time of closing | 750,000 | |||
Convertible Notes Payable | 100,000 | 100,000 | ||
Williamsburg [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 190,000 | 190,000 | ||
Total identifiable net assets assumed | 415,198 | 415,198 | ||
Tradename – trademarks (5-year life) | 190,000 | 190,000 | ||
Client list (5-year life) | 190,000 | 190,000 | ||
Williamsburg [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 56,300 | 56,300 | ||
Tradename – trademarks (5-year life) | 56,300 | 56,300 | ||
Client list (5-year life) | 56,300 | 56,300 | ||
Williamsburg [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 79,500 | 79,500 | ||
Tradename – trademarks (5-year life) | 79,500 | 79,500 | ||
Client list (5-year life) | $ 79,500 | 79,500 | ||
Old 41 [Member] | ||||
Consideration: | ||||
Acquisition costs included in general and administrative | 12,820 | |||
Recognized amounts of identifiable assets acquired | ||||
Inventory | 15,804 | |||
Buildings | 570,000 | |||
Land | 300,000 | |||
Furniture, fixtures & equipment | 103,239 | |||
Goodwill | 369,657 | |||
Total | 1,465,000 | |||
Consideration: | ||||
Cash paid prior to the time of closing | 1,415,000 | |||
Convertible Notes Payable | 50,000 | |||
Old 41 [Member] | Customer Lists [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 44,000 | |||
Total identifiable net assets assumed | 1,095,343 | |||
Tradename – trademarks (5-year life) | 44,000 | |||
Client list (5-year life) | 44,000 | |||
Old 41 [Member] | Noncompete Agreements [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 17,400 | |||
Tradename – trademarks (5-year life) | 17,400 | |||
Client list (5-year life) | 17,400 | |||
Old 41 [Member] | Trademarks [Member] | ||||
Recognized amounts of identifiable assets acquired | ||||
Non-compete agreement (2-year life) | 44,900 | |||
Tradename – trademarks (5-year life) | 44,900 | |||
Client list (5-year life) | $ 44,900 |
Business Acquisitions (Detail_3
Business Acquisitions (Details) - Schedule of Pro Forma Consolidated Results of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Pro Forma Consolidated Results of Operations [Abstract] | ||||
Revenue | $ 5,710,738 | $ 8,754,610 | $ 16,953,261 | $ 17,471,036 |
Costs and expenses | 7,147,711 | 10,312,255 | 18,666,172 | 16,235,014 |
(Loss) income from operations | 1,436,973 | 1,557,645 | (17,129,111) | 1,236,022 |
Other expense | 643,183 | 842,027 | (1,423,882) | (211,091) |
(Loss) income before income taxes | 2,080,156 | 2,399,672 | (3,136,793) | 1,024,931 |
Income tax benefit (expense) | 30,094 | 30,094 | 30,094 | (74,330) |
Net (loss) income | $ (2,050,062) | $ (2,369,578) | $ (3,106,699) | $ 950,601 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Oct. 01, 2023 | Aug. 31, 2023 | Aug. 10, 2023 | Jun. 30, 2023 | May 30, 2023 | Mar. 31, 2023 | Dec. 16, 2022 | Nov. 18, 2022 | Oct. 31, 2022 | Aug. 18, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Aug. 25, 2021 | Jun. 25, 2021 | Mar. 18, 2021 | Jan. 11, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 11, 2021 | |
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Accumulated Amortization, Debt Issuance Costs | $ 58,152 | $ 58,152 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 128,583 | $ 104,878 | 189,414 | $ 9,460 | ||||||||||||||||||||||||
Net proceeds | 7,221,164 | $ 12,253,585 | $ 3,877,759 | |||||||||||||||||||||||||
Percentage of face value of debt instrument | 75% | 75% | 50% | 75% | 50% | 75% | ||||||||||||||||||||||
Factor to be considered for calculating the redemption | 2 | 2 | 2 | 2 | ||||||||||||||||||||||||
Multiplier to conversion price | 0.65 | |||||||||||||||||||||||||||
Multiplier to conversion price on automatic exension | 0.6 | |||||||||||||||||||||||||||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 75 | $ 75 | $ 50 | $ 75 | $ 50 | $ 75 | ||||||||||||||||||||||
Proceeds from issuance of convertible debentures | $ 650,000 | 1,252,000 | 1,612,000 | 2,102,500 | ||||||||||||||||||||||||
Gain loss on extinguishment of debt | $ (16,105) | (16,105) | ||||||||||||||||||||||||||
Convertible Debentures [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt term | 5 years | 5 years | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 2,015 | 2,015 | $ 5,890 | 5,980 | 7,996 | 6,309 | ||||||||||||||||||||||
Proceeds from issuance of convertible debentures | $ 2,102,500 | $ 2,102,500 | $ 650,000 | $ 1,612,000 | 2,102,500 | |||||||||||||||||||||||
Debt instrument, interest rate during period | 6% | 6% | 6% | 6% | 6% | |||||||||||||||||||||||
Debt conversion stock price discount | 25% | 25% | ||||||||||||||||||||||||||
Convertible Debenture principal balance | $ 3,714,500 | 2,102,500 | ||||||||||||||||||||||||||
Issuance Cost | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | $ 40,000 | ||||||||||||||||||||||
Convertible debt | 100,000 | $ 3,714,500 | 100,000 | $ 3,714,500 | ||||||||||||||||||||||||
Loans Payable [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 76,071 | $ 57,346 | ||||||||||||||||||||||||||
Issuance Cost | 50,000 | |||||||||||||||||||||||||||
Repayments of debt | 876,576 | 1,105,960 | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 507,460 | $ 1,050,000 | ||||||||||||||||||||||||||
Description of the frequency of periodic payments | 20 weeks | 26 weeks | ||||||||||||||||||||||||||
Debt instrument, date of first required payment | Jun. 06, 2023 | |||||||||||||||||||||||||||
Effective interest rate for the funds borrowed | 41% | 49% | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 441,000 | |||||||||||||||||||||||||||
Amortization of debt issuance cost and debt discount | 152,711 | 458,100 | ||||||||||||||||||||||||||
Long term debt | $ 1,024,040 | $ 1,024,040 | ||||||||||||||||||||||||||
Bridge Note Detachable Warrants [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | ||||||||||||||||||||||||||
Fair value of warrant | $ 429,284 | $ 429,284 | ||||||||||||||||||||||||||
Bridge Note Detachable Warrants [Member] | Measurement Input, Share Price [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right issued during the period shares | 0.44 | 0.44 | ||||||||||||||||||||||||||
Bridge Note Detachable Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right issued during the period shares | 27 | 27 | ||||||||||||||||||||||||||
Bridge Note Detachable Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Class of warrant or right issued during the period shares | 1.53 | 1.53 | ||||||||||||||||||||||||||
Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Minimum debt service coverage ratio of the prospective acquiree | 1 | 1 | ||||||||||||||||||||||||||
Line of credit faciltiy maturity date | Jun. 25, 2023 | Jun. 25, 2023 | ||||||||||||||||||||||||||
First South National Bank [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 3,482 | 517 | $ 10,389 | 1,536 | ||||||||||||||||||||||||
First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 4.35% | 4.35% | 4.35% | 4.35% | 4.35% | |||||||||||||||||||||||
Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ 4 | |||||||||||||||||||||||||||
Debt instrument, convertible, beneficial conversion feature | $ 1,569,395 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Convertible Debentures [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of convertible debentures | $ 650,000 | |||||||||||||||||||||||||||
Debt instrument, interest rate during period | 6% | |||||||||||||||||||||||||||
Repayments of debt | $ 250,000 | |||||||||||||||||||||||||||
Debt instrument principal not redeemed by holder | $ 100,000 | |||||||||||||||||||||||||||
Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, Converted instrument, Shares issued (in Shares) | 442,458 | |||||||||||||||||||||||||||
Convertible Debenture Principal Conversion to Class A Common Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, original debt, amount | 4,014,500 | |||||||||||||||||||||||||||
Convertible Debenture Interest Conversion to Class A Common Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, original debt, amount | $ 399,818 | |||||||||||||||||||||||||||
Convertible Debenture Conversion to Class A Common Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, Converted instrument, Shares issued (in Shares) | 1,495,295 | |||||||||||||||||||||||||||
Debt instrument, convertible, conversion price (in Dollars per share) | $ 3 | |||||||||||||||||||||||||||
Lender One [Member] | Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, Converted instrument, Shares issued (in Shares) | 29,896 | |||||||||||||||||||||||||||
Lender Two [Member] | Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, Converted instrument, Shares issued (in Shares) | 352,771 | |||||||||||||||||||||||||||
Lender Three [Member] | Conversion of Bridge Loan to Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt conversion, Converted instrument, Shares issued (in Shares) | 59,792 | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Target Capital 1, LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 1,136,364 | |||||||||||||||||||||||||||
Maturity date | Mar. 31, 2023 | |||||||||||||||||||||||||||
Debt instrument percentage of discount | 12% | |||||||||||||||||||||||||||
Interest rate per annum | 12% | 12% | 12% | |||||||||||||||||||||||||
Percentage of gross revenue payable on defalut event | 20% | |||||||||||||||||||||||||||
Multiplier to conversion price | 0.65 | |||||||||||||||||||||||||||
Multiplier to conversion price on automatic exension | 0.6 | |||||||||||||||||||||||||||
Stock issued during period shares (in Shares) | 41,167 | |||||||||||||||||||||||||||
Pecentage of Face Value of Brige Note Common Stock Issuable | 75% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Target Capital 1, LLC [Member] | Before Debt Initial Maturity Date [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Fair value amount of debt instrument repurchased | $ 1,136,364 | $ 1,136,364 | ||||||||||||||||||||||||||
Percentage price of original principal amount of debt at which debt can be redeemed | 120% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Target Capital 1, LLC [Member] | After Debt Initial Maturity Date [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Fair value amount of debt instrument repurchased | $ 1,136,364 | |||||||||||||||||||||||||||
Percentage price of original principal amount of debt at which debt can be redeemed | 120% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Lender 622 Capital LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 568,182 | |||||||||||||||||||||||||||
Interest rate per annum | 12% | 12% | 12% | 12% | 12% | |||||||||||||||||||||||
Percentage of gross revenue payable on defalut event | 20% | |||||||||||||||||||||||||||
Debt instrument Initial maturity date | Jan. 24, 2023 | |||||||||||||||||||||||||||
Pecentage of Face Value of Brige Note Common Stock Issuable | 75% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Lender 622 Capital LLC [Member] | Before Debt Initial Maturity Date [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Fair value amount of debt instrument repurchased | $ 568,182 | $ 568,182 | $ 568,182 | $ 568,182 | ||||||||||||||||||||||||
Percentage price of original principal amount of debt at which debt can be redeemed | 120% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Lender 622 Capital LLC [Member] | After Debt Initial Maturity Date [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Fair value amount of debt instrument repurchased | $ 568,182 | |||||||||||||||||||||||||||
Percentage price of original principal amount of debt at which debt can be redeemed | 120% | |||||||||||||||||||||||||||
Original Issue Discount Secured Convertible Note loan [Member] | Bridge Note Detachable Warrants [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Interest rate per annum | 12% | |||||||||||||||||||||||||||
Bridge Loans [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Gain loss on extinguishment of debt | $ 16,105 | |||||||||||||||||||||||||||
Amendment Agreement [Member] | First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 1,278,400 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 4.35% | 4.35% | 4.35% | 4.35% | ||||||||||||||||||||||||
Long term debt maturity date | Jan. 25, 2031 | Jan. 25, 2031 | Jan. 25, 2031 | Jan. 25, 2031 | Jan. 25, 2031 | |||||||||||||||||||||||
Amortization of debt issuance costs | 1,017 | $ 861 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 13,157 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 10,085 | $ 10,085 | $ 10,085 | 10,085 | ||||||||||||||||||||||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 660 | $ 615 | ||||||||||||||||||||||||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | Commercial Loan One [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 1,105,000 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 4.35% | 4.35% | 4.35% | 4.35% | 4.35% | 4.35% | 4.35% | |||||||||||||||||||||
Long term debt maturity date | Feb. 25, 2041 | Feb. 25, 2041 | Feb. 25, 2041 | |||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 6,903 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 13,264 | $ 13,264 | $ 13,264 | $ 13,264 | ||||||||||||||||||||||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | Commercial Loan Three [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 469,914 | $ 469,914 | $ 469,914 | |||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 5.05% | 5.05% | 5.05% | 5.05% | 5.05% | |||||||||||||||||||||||
Long term debt maturity date | Feb. 25, 2023 | Feb. 25, 2023 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 377 | $ 319 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 27,164 | $ 27,164 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | 753 | $ 753 | $ 753 | 753 | ||||||||||||||||||||||||
Acquisition Of Kuai Veterinary Clinic [Member] | First South National Bank [Member] | Commercial Loan Three [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 450,000 | |||||||||||||||||||||||||||
Pony Express Practice Acquistion [Member] | First South National Bank [Member] | Commercial Loan One [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 2,086,921 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 5.97% | 5.97% | ||||||||||||||||||||||||||
Long term debt maturity date | Oct. 31, 2025 | Oct. 31, 2025 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 1,423 | 0 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | 23,138 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 25,575 | 25,575 | ||||||||||||||||||||||||||
Final monthly payment | $ 1,608,530 | $ 1,608,530 | ||||||||||||||||||||||||||
Pony Express Practice Acquistion [Member] | First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | 400,000 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 5.97% | 5.97% | ||||||||||||||||||||||||||
Long term debt maturity date | Oct. 31, 2042 | Oct. 31, 2042 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 27 | 0 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | 2,859 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 3,277 | $ 3,277 | ||||||||||||||||||||||||||
Pony Express Practice Acquistion [Member] | First South National Bank [Member] | Commercial Loan Three [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | 700,000 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 6.75% | 6.75% | ||||||||||||||||||||||||||
Long term debt maturity date | Apr. 01, 2023 | Apr. 01, 2023 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 6,903 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 0 | $ 0 | ||||||||||||||||||||||||||
Final monthly payment | $ 423,278 | $ 423,278 | ||||||||||||||||||||||||||
Old Fourty One Practise Acquistion [Member] | First South National Bank [Member] | Commercial Loan One [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 568,000 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 6.50% | 6.50% | ||||||||||||||||||||||||||
Long term debt maturity date | Dec. 16, 2025 | Dec. 16, 2025 | ||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 62 | 0 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | 4,772 | |||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 4,531 | 4,531 | ||||||||||||||||||||||||||
Final monthly payment | $ 593,039 | $ 593,039 | ||||||||||||||||||||||||||
Old Fourty One Practise Acquistion [Member] | First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 640,000 | |||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 6.50% | 6.50% | 6.50% | |||||||||||||||||||||||||
Long term debt maturity date | Dec. 16, 2025 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 69 | 0 | ||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 5,077 | 5,077 | ||||||||||||||||||||||||||
Old Fourty One Practise Acquistion [Member] | Upto Twelve Months [Member] | First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 2,830 | |||||||||||||||||||||||||||
Old Fourty One Practise Acquistion [Member] | After Twelve Months [Member] | First South National Bank [Member] | Commercial Loan Two [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment of principal and interest | $ 7,443 | |||||||||||||||||||||||||||
Short Term Secured Convertible Debt One [Member] | Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | 2,500,000 | ||||||||||||||||||||||||
Amortization of debt issuance costs | $ 0 | 64,670 | $ 62,758 | 92,629 | $ 123,727 | $ 773 | ||||||||||||||||||||||
Original issue discount rate | 12% | 12% | 12% | 12% | ||||||||||||||||||||||||
Maturity date | Jan. 24, 2023 | |||||||||||||||||||||||||||
Original issue discount amount | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||||||||||||||||
Conversion price rate | 40% | 40% | 40% | 40% | ||||||||||||||||||||||||
Net proceeds | $ 1,100,000 | |||||||||||||||||||||||||||
Issuance costs | $ 70,500 | 70,500 | $ 70,500 | $ 70,500 | ||||||||||||||||||||||||
Debt issuance costs gross two | $ 54,000 | $ 54,000 | $ 54,000 | $ 54,000 | ||||||||||||||||||||||||
Share price triggering warrant redemption | 10 years | 10 years | ||||||||||||||||||||||||||
Short Term Secured Convertible Debt One [Member] | IPO [Member] | Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
IPO discount rate | 35% | 35% | 35% | 35% | ||||||||||||||||||||||||
Short Term Secured Convertible Debt One [Member] | If Qualified Financing Is Completed On Or Before Twenty Fourth Of January Two Thousand And Twenty Three [Member] | Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Percentage of face value of debt instrument | 50% | 50% | 50% | 50% | ||||||||||||||||||||||||
Short Term Secured Convertible Debt One [Member] | If Qualified Financing Is Completed On Or Before Twenty Fourth Of January Two Thousand And Twenty Seven [Member] | Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Percentage of face value of debt instrument | 75% | 75% | 75% | 75% | ||||||||||||||||||||||||
Short Term Secured Convertible Debt One [Member] | Non Consummation Of Qualified Financing Or Non Repayment Of Loan [Member] | Dragon Dynamic Catalyic Bridge SAP And Taget Capital One LLC [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Percentage of face value of debt instrument | 100% | 100% | 100% | 100% | ||||||||||||||||||||||||
Revolving Credit Facility [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Line of credit maximum borrowing capacity | $ 2,000,000 | |||||||||||||||||||||||||||
Period within which repayment for each draw shall be made | 120 days | |||||||||||||||||||||||||||
Percentage per draw on the loan facility availed | 85% | |||||||||||||||||||||||||||
Debt instrument variable interest rate spread | 0.50% | 0.50% | ||||||||||||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt variable interest rate percentage | 3.57% | |||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Original Principal | $ 8,000,000 | |||||||||||||||||||||||||||
Percentage per draw on the loan facility availed | 85% | |||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Minimum [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt variable interest rate percentage | 3.57% | |||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | First Five Years [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt fixed interest rate percentage | 3.98% | |||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | After Five Years [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument variable interest rate spread | 0.65% | 0.65% | ||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Within Two Years Of Entering Into The Term Loan [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt prepayment penalty percentage | 2% | 2% | 2% | 2% | 2% | 2% | ||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | After Three Years From The Date Of Entering Into Term Loan And With Five Years Of Entering Into The Term Loan [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt prepayment penalty percentage | 1% | 1% | 1% | 1% | 1% | 1% | ||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Amendment Agreement [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt maturity date | Aug. 18, 2022 | |||||||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 6,813 | |||||||||||||||||||||||||||
Amortization of debt issuance costs | $ 1,412 | $ 1,924 | $ 5,436 | $ 4,734 | $ 1,357 | |||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Amendment Agreement [Member] | First Five Years [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Debt instrument variable interest rate spread | 5.25% | |||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Amendment Agreement [Member] | After Five Years [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Percentage per draw on the loan facility availed | 85% | |||||||||||||||||||||||||||
Debt instrument variable interest rate spread | 0.65% | 0.65% | ||||||||||||||||||||||||||
Closed End Line Of Credit Facility [Member] | Amendment Agreement [Member] | After Five Years [Member] | Maximum [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt variable interest rate percentage | 4.75% | 4.75% | 4.75% | |||||||||||||||||||||||||
Revolving Credit Facility And Closed End Line Of Credit Facility [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Percentage of initial contribution to be made towards equity | 15% | |||||||||||||||||||||||||||
Term Loans To Acquire A Practise [Member] | Maximum [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt term | 10 years | 10 years | 10 years | 10 years | 10 years | |||||||||||||||||||||||
Practice Only Term Loans [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt remaining term | 9 years | 9 years | ||||||||||||||||||||||||||
Real Estate Term Loan [Member] | Wealth South A Division Of Farmers National Bank Of Danville [Member] | ||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||
Long term debt remaining term | 19 years | 19 years |
Debt (Details) - Schedule of Lo
Debt (Details) - Schedule of Long-Term Debt Instruments - Wealth South A Division Of Farmers National Bank Of Danville [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Original Principal | $ 8,863,423 | $ 8,863,243 | |
Long-term debt | 8,612,004 | 8,863,423 | $ 1,004,759 |
Issuance Cost | 81,109 | 81,109 | |
Notes Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | 237,272 | 237,272 | |
Long-term debt | 230,945 | 237,272 | 237,272 |
Issuance Cost | $ 6,108 | $ 6,108 | |
Acquisition | CAH | CAH | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | Dec. 27, 2041 | |
Interest | 3.98% | 3.98% | |
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 231,987 | $ 231,987 | |
Long-term debt | 215,706 | 231,987 | 231,987 |
Issuance Cost | $ 6,108 | $ 6,108 | |
Acquisition | CAH | CAH | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | Dec. 27, 2031 | |
Interest | 3.98% | 3.98% | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 216,750 | $ 216,750 | |
Long-term debt | 210,970 | 216,750 | 216,750 |
Issuance Cost | $ 5,370 | $ 5,370 | |
Acquisition | P&F | P&F | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | Dec. 27, 2041 | |
Interest | 3.98% | 3.98% | |
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 318,750 | $ 318,750 | |
Long-term debt | 296,380 | 318,750 | 318,750 |
Issuance Cost | $ 5,370 | $ 5,370 | |
Acquisition | P&F | P&F | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | Dec. 27, 2031 | |
Interest | 3.98% | 3.98% | |
Notes Payable Five [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 817,135 | $ 817,135 | |
Long-term debt | 766,197 | 817,135 | |
Issuance Cost | $ 3,085 | $ 3,085 | |
Acquisition | Pasco | Pasco | |
Entered | Jan. 14, 2022 | Jan. 14, 2022 | |
Maturity | Jan. 14, 2032 | Jan. 14, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Six [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 478,098 | $ 478,098 | |
Long-term debt | 455,908 | 478,098 | |
Issuance Cost | $ 1,898 | $ 1,898 | |
Acquisition | Lytle | Lytle | |
Entered | Mar. 15, 2022 | Mar. 15, 2022 | |
Maturity | Mar. 15, 2032 | Mar. 15, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Seven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 663,000 | $ 663,000 | |
Long-term debt | 651,369 | 663,000 | |
Issuance Cost | $ 11,875 | $ 11,875 | |
Acquisition | Lytle | Lytle | |
Entered | Mar. 15, 2022 | Mar. 15, 2022 | |
Maturity | Mar. 15, 2042 | Mar. 15, 2042 | |
Interest | 3.98% | 3.98% | |
Notes Payable Eight [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 425,000 | $ 425,000 | |
Long-term debt | 417,544 | 425,000 | |
Issuance Cost | $ 7,855 | $ 7,855 | |
Acquisition | Kern | Kern | |
Entered | Mar. 22, 2022 | Mar. 22, 2022 | |
Maturity | Mar. 22, 2042 | Mar. 22, 2042 | |
Interest | 3.98% | 3.98% | |
Notes Payable Nine [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,275,000 | $ 1,275,000 | |
Long-term debt | 1,215,823 | 1,275,000 | |
Issuance Cost | $ 4,688 | $ 4,688 | |
Acquisition | Kern | Kern | |
Entered | Mar. 22, 2022 | Mar. 22, 2022 | |
Maturity | Mar. 22, 2032 | Mar. 22, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Ten [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 246,500 | $ 246,500 | |
Long-term debt | 243,636 | 246,500 | |
Issuance Cost | $ 5,072 | $ 5,072 | |
Acquisition | Bartow | Bartow | |
Entered | May 18, 2022 | May 18, 2022 | |
Maturity | May 18, 2042 | May 18, 2042 | |
Interest | 3.98% | 3.98% | |
Notes Payable Eleven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 722,500 | $ 722,500 | |
Long-term debt | 700,247 | 722,500 | |
Issuance Cost | $ 2,754 | $ 2,754 | |
Acquisition | Bartow | Bartow | |
Entered | May 18, 2022 | May 18, 2022 | |
Maturity | May 18, 2032 | May 18, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Twelve [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 382,500 | $ 382,500 | |
Long-term debt | 373,669 | 382,500 | |
Issuance Cost | $ 1,564 | $ 1,564 | |
Acquisition | Dietz | Dietz | |
Entered | Jun. 15, 2022 | Jun. 15, 2022 | |
Maturity | Jun. 15, 2032 | Jun. 15, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Thirteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 445,981 | $ 445,981 | |
Long-term debt | 439,161 | 445,981 | |
Issuance Cost | $ 1,786 | $ 1,786 | |
Acquisition | Aberdeen | Aberdeen | |
Entered | Jul. 19, 2022 | Jul. 19, 2022 | |
Maturity | Jul. 29, 2032 | Jul. 29, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Fourteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,020,000 | $ 1,020,000 | |
Long-term debt | 1,017,081 | 1,020,000 | |
Issuance Cost | $ 8,702 | $ 8,702 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2042 | Aug. 12, 2042 | |
Interest | 3.98% | 3.98% | |
Notes Payable Fifteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 519,527 | $ 519,527 | |
Long-term debt | 515,562 | 519,527 | |
Issuance Cost | $ 3,159 | $ 3,159 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | Aug. 12, 2032 | |
Interest | 3.98% | 3.98% | |
Notes Payable Sixteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 225,923 | $ 225,923 | |
Long-term debt | 224,306 | 225,923 | |
Issuance Cost | $ 3,159 | $ 3,159 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | Aug. 12, 2032 | |
Interest | 5.25% | 5.25% | |
Notes Payable Seventeen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 637,500 | $ 637,500 | |
Long-term debt | 637,500 | 637,500 | |
Issuance Cost | $ 2,556 | $ 2,556 | |
Acquisition | Williamsburg | Williamsburg | |
Entered | Dec. 08, 2022 | Dec. 08, 2022 | |
Maturity | Dec. 08, 2032 | Dec. 08, 2032 | |
Interest | 5.25% | 5.25% |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Long-Term Debt Instruments - Notes Payable Nine [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,105,000 | $ 1,105,000 | |
Note payable | 1,006,834 | 1,045,310 | $ 1,072,468 |
Issuance Cost | $ 13,264 | $ 13,264 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Feb. 25, 2041 | Feb. 25, 2041 | |
Interest | 4.35% | 4.35% | |
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,278,400 | $ 1,278,400 | |
Note payable | 989,691 | 1,074,251 | 1,182,834 |
Issuance Cost | $ 10,085 | $ 10,085 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Jan. 25, 2031 | Jan. 25, 2031 | |
Interest | 4.35% | 4.35% | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 469,914 | $ 469,914 | |
Note payable | 53,964 | 368,532 | |
Issuance Cost | $ 753 | $ 753 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Feb. 25, 2023 | Feb. 25, 2023 | |
Interest | 5.05% | 5.05% | |
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 2,086,921 | $ 2,086,921 | |
Note payable | 1,943,067 | 2,061,346 | |
Issuance Cost | $ 25,575 | $ 25,575 | |
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Oct. 31, 2025 | Oct. 31, 2025 | |
Interest | 5.97% | 5.97% | |
Notes Payable Five [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 400,000 | $ 400,000 | |
Note payable | 390,200 | 398,258 | |
Issuance Cost | $ 3,277 | $ 3,277 | |
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Oct. 31, 2042 | Oct. 31, 2042 | |
Interest | 5.97% | 5.97% | |
Notes Payable Six [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 70,000 | $ 700,000 | |
Note payable | 700,000 | ||
Issuance Cost | |||
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Aug. 16, 2023 | May 31, 2023 | |
Interest | 6.75% | 6.75% | |
Notes Payable Seven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 568,000 | $ 568,000 | |
Note payable | 532,812 | 568,000 | |
Issuance Cost | $ 4,531 | $ 4,531 | |
Acquisition | Old 41 | Old 41 | |
Entered | Dec. 16, 2022 | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | Dec. 16, 2025 | |
Interest | 6.50% | 6.50% | |
Notes Payable Eghit [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 640,000 | $ 640,000 | |
Note payable | 627,994 | 640,000 | |
Issuance Cost | $ 5,077 | $ 5,077 | |
Acquisition | Old 41 | Old 41 | |
Entered | Dec. 16, 2022 | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | Dec. 16, 2025 | |
Interest | 6.50% | 6.50% | |
Notes Payable Nine [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 7,428,235 | $ 7,428,235 | |
Note payable | 5,490,598 | 6,531,377 | $ 2,623,834 |
Issuance Cost | $ 62,562 | $ 62,562 |
Debt (Details) - Schedule of Ta
Debt (Details) - Schedule of Tabular Form of Notes Payable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Tabular Form of Notes Payable [Abstract] | |||
FNBD Notes Payable | $ 8,612,004 | $ 8,863,423 | $ 1,004,759 |
FSNB Notes Payable | 5,490,598 | 6,531,377 | 2,623,834 |
Car loan | 6,653 | 13,309 | |
Total notes payable | 14,102,602 | 15,401,453 | 3,641,902 |
Unamortized debt issuance costs | (119,415) | (135,240) | (49,078) |
Notes payable, net of issuance cost | 13,983,187 | 15,266,213 | 3,592,824 |
Less current portion | (1,061,580) | (1,549,861) | (466,124) |
Long-term portion | $ 12,921,607 | $ 13,716,353 | $ 3,126,700 |
Debt (Details) - Schedule of _3
Debt (Details) - Schedule of Tabular Form of Maturities of Notes Payable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Tabular Form of Maturities of Notes Payable [Abstract] | ||
2023 | $ 248,019 | $ 1,549,861 |
2024 | 1,087,839 | 1,087,839 |
2025 | 3,700,190 | 3,700,190 |
2026 | 927,965 | 927,965 |
2027 | 968,316 | 968,316 |
Thereafter | $ 7,170,273 | $ 7,167,282 |
Debt (Details) - Schedule of Br
Debt (Details) - Schedule of Bridge Notes - Bridge Loans [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) - Schedule of Bridge Notes [Line Items] | |||
Long-term debt | $ 3,899,156 | $ 1,031,917 | |
Issued for cash | 2,600,000 | 1,100,000 | |
Amortization of original issue discount | 116,656 | 386,245 | 1,644 |
Warrant discount | (429,284) | ||
Amortization of warrant discount | 125,975 | 303,309 | |
Debt issuance costs | (164,000) | (70,500) | |
Amortization of debt issuance costs | 62,758 | 170,969 | 773 |
Long-term debt | $ 4,204,545 | $ 3,899,156 | $ 1,031,917 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 10, 2022 | Aug. 02, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Advanced amount | $ 150,000 | ||||||||
Working capital amount | $ 300,000 | ||||||||
Agreement amount | $ 5,000 | ||||||||
Incurred expense | 983,355 | $ 251,492 | |||||||
Kimball Carr, Chief Executive Officer (CEO) and Chairman of the Board of Directors [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Issued of warrants (in Shares) | 50,000 | ||||||||
Term of warrant expires | Jan. 01, 2028 | Jan. 01, 2028 | |||||||
Term | 5 years | 5 years | |||||||
warrant amount | $ 2,701 | ||||||||
Kimball Carr, Chief Executive Officer (CEO) and Chairman of the Board of Directors [Member] | Measurement Input, Share Price [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price of per share (in Dollars per share) | $ 1.73 | $ 1.73 | |||||||
Kimball Carr, Chief Executive Officer (CEO) and Chairman of the Board of Directors [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Percentage of volatility rate | 27.13% | ||||||||
Kimball Carr, Chief Executive Officer (CEO) and Chairman of the Board of Directors [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Percentage of risk-free rate | 3.94% | ||||||||
Consulting Agreement [Member] | Star Circle Advisory Group, LLC [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Incurred expense | $ 450,000 | $ 141,000 | |||||||
Payable amount | $ 33,000 | ||||||||
Incurred expense | $ 119,900 | $ 99,000 | $ 317,900 | $ 351,000 | |||||
Consulting Agreement [Member] | Blue Heron Consulting [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Incurred expense | $ 252,001 | $ 290,737 | $ 794,148 | $ 744,698 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 | Nov. 15, 2022 | Oct. 20, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Mar. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Dec. 16, 2020 | |
Stockholder Equity [Line Items] | ||||||||||||
Share authorised (in Shares) | 170,000,000 | 170,000,000 | 170,000,000 | |||||||||
Common stock price per share (in Dollars per share) | $ 0.44 | |||||||||||
Preferred stock, share authorised (in Shares) | 50,000,000 | 50,000,000 | 50,000 | 50,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock total | $ 1,505,000 | $ 430 | ||||||||||
Private offering | $ 200,000 | $ 22,000 | $ 88,000 | |||||||||
Restricted shares (in Shares) | 125,000 | |||||||||||
Fair value of common stock | $ 55,000 | |||||||||||
Prepaid expenses | $ 108,126 | $ 9,167 | ||||||||||
Percentage of new warrants | 75% | |||||||||||
Equal To Per Share Price Of IPO [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Private offering | $ 185,000 | |||||||||||
Percentage of conversion price | 50% | |||||||||||
Equal To Volume Weighted Average Price [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Percentage of conversion price | 60% | |||||||||||
Trading days | 3 days | |||||||||||
Equal To Price Of Underwritten Initial Public Offering [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Percentage of conversion price | 60% | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Share authorised (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock price per share (in Dollars per share) | $ 1 | $ 0.44 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Voting rights | 1 vote | one (1) vote for each share | one (1) vote for each share | |||||||||
Common stock share issued (in Shares) | 250,000 | 25,000 | 4,605,077 | 420,456 | 4,605,077 | 970,457 | 845,456 | |||||
Common Class B [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Share authorised (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||
Common stock price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Voting rights | twenty-five (25) votes for each share | twenty-five (25) votes for each share | ||||||||||
Common stock share issued (in Shares) | 3,891,500 | 3,891,500 | 4,300,000 | 4,300,000 | 4,300,000 | |||||||
Preferred Stock [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Preferred stock, share authorised (in Shares) | 50,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Preferred stock, share authorised (in Shares) | 1,000,000 | |||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Per share of stated value | $ 10 | |||||||||||
Dividend rate | 12% | |||||||||||
Series A Preferred Stock [Member] | Exchange of Bridge Notes [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Share issued (in Shares) | 442,458 | |||||||||||
Series A Preferred Stock [Member] | IPO [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Conversion price | $ 2,567,866 | |||||||||||
Offering price (in Dollars per share) | $ 4 | $ 4 | ||||||||||
Alchemy Advisory, Llc [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Fair value of common stock | $ 72,084 | $ 72,084 | ||||||||||
Prepaid expenses | 0 | 108,126 | ||||||||||
Additional fee | $ 40,000 | |||||||||||
Alchemy Advisory, Llc [Member] | Class A Common Stock [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Restricted shares (in Shares) | 83,334 | |||||||||||
Six Hundred And Sixty Two Capital LLC [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Fair value of common stock | 72,084 | 72,084 | $ 72,084 | |||||||||
Prepaid expenses | $ 0 | $ 54,063 | 54,063 | |||||||||
Six Hundred And Sixty Two Capital LLC [Member] | Class A Common Stock [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Restricted shares (in Shares) | 41,667 | |||||||||||
Alchemy Advisory, Llc [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Prepaid expenses | 45,833 | |||||||||||
Alchemy Advisory, LLC[Member] | Six Hundred And Sixty Two Capital LLC [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Prepaid expenses | 18,021 | |||||||||||
Capital LLC [Member] | ||||||||||||
Stockholder Equity [Line Items] | ||||||||||||
Fair value of common stock | 114,168 | |||||||||||
Prepaid expenses | $ 36,042 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Plan [Line Items] | ||||||
Maximum annual contributions percentage | 3% | 3% | ||||
Company contributed and expensed | $ 29,928 | $ 9,780 | $ 69,512 | $ 28,130 | $ 50,704 | |
Savings Incentive Match Plan [Member] | ||||||
Retirement Plan [Line Items] | ||||||
Company contributed and expensed | $ 2,648 | $ 2,648 | $ 2,648 | $ 11,693 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Taxes (Details) [Line Items] | |||||||
Federal and state income tax | $ 6,413,753 | $ 1,502,991 | |||||
Federal and state jurisdictions | 1,608,940 | ||||||
Benefit for income taxes | $ (30,094) | (30,094) | $ 74,330 | [1] | |||
Paid tax | 264,796 | ||||||
Tax returns to declare a refund | 192,139 | ||||||
Kauai Veterinary Clinic, Inc. [Member] | |||||||
Income Taxes (Details) [Line Items] | |||||||
Benefit for income taxes | $ 706,130 | ||||||
State and Local Jurisdiction [Member] | |||||||
Income Taxes (Details) [Line Items] | |||||||
Benefit for income taxes | $ 0 | $ 0 | |||||
[1] See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | [1] |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | |||
Net Operating Loss Carryforwards | $ 1,731,713 | $ 330,496 | |
Accrued Expenses | 11,197 | ||
Fixed Assets | (32,321) | ||
Stock Based Compensation | 2,248 | ||
Charitable Contribution Carryforward | 412 | ||
ROU Asset | (204,479) | ||
Lease Liability | 204,982 | ||
Total deferred tax assets | 1,743,825 | 300,423 | |
Amortization/Depreciation | 134,382 | ||
Total deferred tax liabilities | 134,382 | ||
Valuation allowance | (1,608,940) | (300,423) | |
Net deferred Tax Assets (Liabilities) | |||
[1] See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax (Benefit) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Schedule of Income Tax (Benefit) [Abstract] | |||||||
Tax benefit at statutory tax rate | $ (1,021,920) | $ (232,214) | |||||
State benefit, net of federal benefit | (291,977) | (66,347) | |||||
Other permanent differences | (13,535) | 5,144 | |||||
Valuation allowance | 1,308,517 | 300,310 | |||||
Other | (11,179) | (6,893) | |||||
Conversion of subsidiary from C-Corp to LLC | 74,330 | ||||||
Benefit for income taxes | $ (30,094) | $ (30,094) | $ 74,330 | ||||
[1] See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Current income tax (benefit)expense | |||
Federal | $ 33,982 | ||
State | (30,094) | 40,348 | |
Current income tax (benefit)expense Total | $ 74,330 | ||
[1] See Note 2, Summary of Significant Accounting Policies – Restatement, for discussion regarding the impacts of the Restatement. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Components of Lease Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Lease Expense [Abstract] | ||||||
Amortization of ROU asset | $ 28,875 | $ 17,985 | $ 86,625 | $ 30,635 | $ 52,863 | |
Accretion of operating lease liability | 6,312 | 6,828 | 20,141 | 11,322 | 10,695 | |
Total operating lease expense | 63,558 | |||||
Other lease expense | 10,605 | 401 | 31,936 | 1,233 | 8,723 | |
Total | $ 45,792 | $ 25,214 | $ 138,702 | $ 43,190 | $ 72,281 | |
Weighted-average remaining lease term: | ||||||
Operating leases (in years) | 7 years 11 months 26 days | 7 years 11 months 26 days | 8 years 5 months 4 days | |||
Weighted-average Discount rate: | ||||||
Operating leases | 4.05% | 4.05% | 4.08% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Balance Sheet Information Related to Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Operating lease assets | $ 630,187 | $ 746,973 | |
Liabilities: | |||
Operating lease liabilities | 89,579 | 91,152 | |
Operating lease liabilities | 569,262 | 666,179 | |
Total lease liabilities | $ 658,841 | $ 757,331 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Future Minimum Lease Payments - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Future Minimum Lease Payments [Abstract] | |||
2023 | $ 31,337 | $ 108,825 | |
2024 | 103,168 | 95,344 | |
2025 | 83,558 | 81,908 | |
2026 | 85,319 | 85,319 | |
2027 | 86,979 | 86,979 | |
Thereafter | 385,086 | 385,586 | |
Undiscounted cash flows | 775,447 | 843,961 | |
Less: imputed interest | (116,606) | (86,630) | |
Lease liability | $ 658,841 | $ 757,331 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 9 Months Ended | ||||
Nov. 08, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Nov. 07, 2023 | Jan. 01, 2023 | |
Subsequent Events [Line Items] | |||||
Cash paid for acquire | $ 1,000,000 | ||||
Purchase agreement | 590,000 | ||||
Combined acquisitions | $ 1,990,000 | ||||
Convertible Series A Preferred Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Authorized preferred stock (in Shares) | 2,000,000 | ||||
Preferred stock per share (in Dollars per share) | $ 0.25 | ||||
Class A Common Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Issuance of dividend | $ 400,000 | ||||
Convertible Debentures [Member] | |||||
Subsequent Events [Line Items] | |||||
Proceeds from issuance of convertible debentures | $ 650,000 | ||||
Convertible promissory notes, interest percentage | 6% | ||||
Chief Executive Officer [Member] | |||||
Subsequent Events [Line Items] | |||||
Shares issued (in Shares) | 50,000 |
Significant Accounting Polici_8
Significant Accounting Policies and Basis of Presentation (Details) - Summary of Potentially Dilutive Shares Excluded from Computation of Earnings Per Share - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,782,976 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 959,610 | |
Convertible Series A Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,823,366 |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 7,992,422 | $ 7,632,340 | $ 2,080,969 |
Less - accumulated depreciation | (677,498) | (309,290) | (45,903) |
Property and Equipment, net | 7,314,924 | 7,323,050 | 2,035,066 |
Land [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,839,596 | 1,839,596 | 863,973 |
Computers and Equipment [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 1,361,716 | 1,321,708 | 173,498 |
Furniture and Fixtures [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 143,874 | 143,874 | 9,710 |
Automobile [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 101,269 | 69,083 | 21,050 |
Leasehold Improvements [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | 383,879 | 95,991 | 15,027 |
Buildings [Member] | |||
Property and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 4,162,088 | $ 4,162,088 | $ 997,711 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated amortization | $ (917,861) | $ (370,245) | $ (38,005) |
Total Intangible Assets | 2,185,974 | 2,729,574 | $ 239,195 |
Client List [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 1,851,000 | 1,851,000 | |
Noncompete Agreement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 354.3 | 354,300 | |
Trademark [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | 852,700 | 852,700 | |
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Other Intangible Assets | $ 45,835 | $ 41,819 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Details) - Schedule of Expected Future Amortization Expense of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Expected Future Amortization Expense of Intangible Assets [Abstract] | |||
Remainder of 2023 | $ 184,181 | $ 739,193 | |
2024 | 667,551 | 673,627 | |
2025 | 548,521 | 541,862 | |
2026 | 503,239 | 497,497 | |
2027 | 282,482 | 277,396 | |
Total | $ 2,185,974 | $ 2,729,574 | $ 239,195 |
Business Acquisitions (Detail_4
Business Acquisitions (Details) - Schedule of Final Purchase Price Allocation - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Jul. 29, 2022 | Jun. 15, 2022 | May 18, 2022 | Mar. 22, 2022 | Mar. 15, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Advanced Veterinary Care of Pasco [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 850,000 | ||||||
Notes Payable | 164,000 | $ 164,000 | |||||
Acquisition costs included in general and administrative | 25,315 | 25,315 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 35,000 | 35,000 | |||||
Furniture, fixtures & equipment | 144,904 | 144,904 | |||||
Tradename – trademarks (5-year life) | 157,000 | ||||||
Total identifiable net assets assumed | 460,004 | ||||||
Non-compete agreement (2-year life) | 157,000 | ||||||
Client list (5-year life) | 157,000 | ||||||
Goodwill | 553,996 | 553,996 | |||||
Total | 1,014,000 | 1,014,000 | |||||
Advanced Veterinary Care of Pasco [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 97,600 | 97,600 | |||||
Non-compete agreement (2-year life) | 97,600 | 97,600 | |||||
Client list (5-year life) | 97,600 | 97,600 | |||||
Advanced Veterinary Care of Pasco [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 25,500 | 25,500 | |||||
Non-compete agreement (2-year life) | 25,500 | 25,500 | |||||
Client list (5-year life) | 25,500 | 25,500 | |||||
Advanced Veterinary Care of Pasco [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 157,000 | ||||||
Total identifiable net assets assumed | 460,004 | ||||||
Non-compete agreement (2-year life) | 157,000 | ||||||
Client list (5-year life) | 157,000 | ||||||
Lytle Veterinary Clinic [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 662,469 | 1,342,469 | |||||
Notes Payable | 100,000 | 100,000 | |||||
Acquisition costs included in general and administrative | 43,605 | 43,605 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 28,894 | 28,894 | |||||
Buildings | 660,000 | 660,000 | |||||
Land | 120,000 | 120,000 | |||||
Furniture, fixtures & equipment | 22,991 | 22,991 | |||||
Goodwill | 431,084 | 431,084 | |||||
Total | 1,442,469 | 1,442,469 | |||||
Lytle Veterinary Clinic [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 23,200 | 23,200 | |||||
Non-compete agreement (2-year life) | 23,200 | 23,200 | |||||
Client list (5-year life) | 23,200 | 23,200 | |||||
Lytle Veterinary Clinic [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 116,000 | 116,000 | |||||
Total identifiable net assets assumed | 1,011,385 | 1,011,385 | |||||
Non-compete agreement (2-year life) | 116,000 | 116,000 | |||||
Client list (5-year life) | 116,000 | 116,000 | |||||
Lytle Veterinary Clinic [Member] | Trademarks and Trade Names [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 40,300 | 40,300 | |||||
Non-compete agreement (2-year life) | 40,300 | 40,300 | |||||
Client list (5-year life) | 40,300 | 40,300 | |||||
Southern Kern Veterinary Clinic [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 1,500,000 | 2,000,000 | |||||
Acquisition costs included in general and administrative | 34,812 | 34,812 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 25,000 | 25,000 | |||||
Buildings | 425,156 | 425,156 | |||||
Land | 74,844 | 74,844 | |||||
Furniture, fixtures & equipment | 176,862 | 176,862 | |||||
Goodwill | 952,738 | 952,738 | |||||
Total | 2,000,000 | 2,000,000 | |||||
Southern Kern Veterinary Clinic [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 38,600 | 38,600 | |||||
Non-compete agreement (2-year life) | 38,600 | 38,600 | |||||
Client list (5-year life) | 38,600 | 38,600 | |||||
Southern Kern Veterinary Clinic [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 249,000 | 249,000 | |||||
Total identifiable net assets assumed | 1,047,262 | 1,047,262 | |||||
Non-compete agreement (2-year life) | 249,000 | 249,000 | |||||
Client list (5-year life) | 249,000 | 249,000 | |||||
Southern Kern Veterinary Clinic [Member] | Trademarks and Trade Names [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 57,800 | 57,800 | |||||
Non-compete agreement (2-year life) | 57,800 | 57,800 | |||||
Client list (5-year life) | 57,800 | 57,800 | |||||
Bartow Animal Clinic [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 1,055,000 | 1,305,000 | |||||
Notes Payable | 100,000 | 100,000 | |||||
Acquisition costs included in general and administrative | 14,960 | 14,960 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 15,000 | 15,000 | |||||
Buildings | 230,000 | 230,000 | |||||
Land | 60,000 | 60,000 | |||||
Furniture, fixtures & equipment | 171,984 | 171,984 | |||||
Goodwill | 774,316 | 774,316 | |||||
Total | 1,405,000 | 1,405,000 | |||||
Bartow Animal Clinic [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 13,900 | 13,900 | |||||
Non-compete agreement (2-year life) | 13,900 | 13,900 | |||||
Client list (5-year life) | 13,900 | 13,900 | |||||
Bartow Animal Clinic [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 90,000 | 90,000 | |||||
Total identifiable net assets assumed | 630,684 | 630,684 | |||||
Non-compete agreement (2-year life) | 90,000 | 90,000 | |||||
Client list (5-year life) | 90,000 | 90,000 | |||||
Bartow Animal Clinic [Member] | Trademarks and Trade Names [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 49,800 | 49,800 | |||||
Non-compete agreement (2-year life) | 49,800 | 49,800 | |||||
Client list (5-year life) | 49,800 | 49,800 | |||||
Dietz Family Pet Hospital [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 500,000 | 450,000 | |||||
Notes Payable | 50,000 | 50,000 | |||||
Acquisition costs included in general and administrative | 20,193 | 20,193 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 21,000 | 21,000 | |||||
Furniture, fixtures & equipment | 59,151 | 59,151 | |||||
Goodwill | 337,849 | 337,849 | |||||
Total | 500,000 | 500,000 | |||||
Dietz Family Pet Hospital [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 12,200 | 12,200 | |||||
Non-compete agreement (2-year life) | 12,200 | 12,200 | |||||
Client list (5-year life) | 12,200 | 12,200 | |||||
Dietz Family Pet Hospital [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 32,000 | 32,000 | |||||
Total identifiable net assets assumed | 162,151 | 162,151 | |||||
Non-compete agreement (2-year life) | 32,000 | 32,000 | |||||
Client list (5-year life) | 32,000 | 32,000 | |||||
Dietz Family Pet Hospital [Member] | Trademarks and Trade Names [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 37,800 | 37,800 | |||||
Non-compete agreement (2-year life) | 37,800 | 37,800 | |||||
Client list (5-year life) | 37,800 | 37,800 | |||||
Aberdeen Veterinary Clinic [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | $ 574,683 | 524,683 | |||||
Convertible Notes Payable | 50,000 | 50,000 | |||||
Acquisition costs included in general and administrative | 17,762 | 17,762 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 20,000 | 20,000 | |||||
Furniture, fixtures & equipment | 145,982 | 145,982 | |||||
Goodwill | 355,401 | 355,401 | |||||
Total | 574,683 | 574,683 | |||||
Aberdeen Veterinary Clinic [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 18,600 | 18,600 | |||||
Non-compete agreement (2-year life) | 18,600 | 18,600 | |||||
Client list (5-year life) | 18,600 | 18,600 | |||||
Aberdeen Veterinary Clinic [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 9,700 | 9,700 | |||||
Non-compete agreement (2-year life) | 9,700 | 9,700 | |||||
Client list (5-year life) | 9,700 | 9,700 | |||||
Aberdeen Veterinary Clinic [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 25,000 | 25,000 | |||||
Total identifiable net assets assumed | 219,282 | 219,282 | |||||
Non-compete agreement (2-year life) | 25,000 | 25,000 | |||||
Client list (5-year life) | 25,000 | 25,000 | |||||
All Breed Pet Care [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | 2,077,000 | ||||||
Convertible Notes Payable | 75,000 | 75,000 | |||||
Acquisition costs included in general and administrative | 15,000 | 15,000 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 45,000 | 45,000 | |||||
Buildings | 1,045,000 | 1,045,000 | |||||
Land | 155,000 | 155,000 | |||||
Furniture, fixtures & equipment | 170,013 | 170,013 | |||||
Goodwill | 445,587 | 445,587 | |||||
Total | 2,152,000 | 2,152,000 | |||||
All Breed Pet Care [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 63,600 | 63,600 | |||||
Non-compete agreement (2-year life) | 63,600 | 63,600 | |||||
Client list (5-year life) | 63,600 | 63,600 | |||||
All Breed Pet Care [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 31,800 | 31,800 | |||||
Non-compete agreement (2-year life) | 31,800 | 31,800 | |||||
Client list (5-year life) | 31,800 | 31,800 | |||||
All Breed Pet Care [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 196,000 | 196,000 | |||||
Total identifiable net assets assumed | 1,706,413 | 1,706,413 | |||||
Non-compete agreement (2-year life) | 196,000 | 196,000 | |||||
Client list (5-year life) | 196,000 | 196,000 | |||||
Pony Express [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | 2,908,652 | ||||||
Convertible Notes Payable | 200,000 | 200,000 | |||||
Acquisition costs included in general and administrative | 6,077 | 6,077 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 44,000 | 44,000 | |||||
Buildings | 234,221 | 234,221 | |||||
Land | 265,779 | 265,779 | |||||
Furniture, fixtures & equipment | 253,072 | 253,072 | |||||
Goodwill | 1,348,280 | 1,348,280 | |||||
Total | 3,108,652 | 3,108,652 | |||||
Pony Express [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 276,900 | 276,900 | |||||
Non-compete agreement (2-year life) | 276,900 | 276,900 | |||||
Client list (5-year life) | 276,900 | 276,900 | |||||
Pony Express [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 120,400 | 120,400 | |||||
Non-compete agreement (2-year life) | 120,400 | 120,400 | |||||
Client list (5-year life) | 120,400 | 120,400 | |||||
Pony Express [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 556,000 | 556,000 | |||||
Total identifiable net assets assumed | 1,760,372 | 1,760,372 | |||||
Non-compete agreement (2-year life) | 556,000 | 556,000 | |||||
Client list (5-year life) | 556,000 | 556,000 | |||||
Williamsburg [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | 750,000 | ||||||
Convertible Notes Payable | 100,000 | 100,000 | |||||
Acquisition costs included in general and administrative | 19,196 | 19,196 | |||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 61,196 | 61,196 | |||||
Buildings | |||||||
Land | |||||||
Furniture, fixtures & equipment | 28,202 | 28,202 | |||||
Goodwill | 434,802 | 434,802 | |||||
Total | 850,000 | 850,000 | |||||
Williamsburg [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 79,500 | 79,500 | |||||
Non-compete agreement (2-year life) | 79,500 | 79,500 | |||||
Client list (5-year life) | 79,500 | 79,500 | |||||
Williamsburg [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 56,300 | 56,300 | |||||
Non-compete agreement (2-year life) | 56,300 | 56,300 | |||||
Client list (5-year life) | 56,300 | 56,300 | |||||
Williamsburg [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 190,000 | 190,000 | |||||
Total identifiable net assets assumed | 415,198 | 415,198 | |||||
Non-compete agreement (2-year life) | 190,000 | 190,000 | |||||
Client list (5-year life) | 190,000 | $ 190,000 | |||||
Old 41 [Member] | |||||||
Consideration: | |||||||
Cash paid prior to the time of closing | 1,415,000 | ||||||
Convertible Notes Payable | 50,000 | ||||||
Acquisition costs included in general and administrative | 12,820 | ||||||
Recognized amounts of identifiable assets acquired | |||||||
Inventory | 15,804 | ||||||
Buildings | 570,000 | ||||||
Land | 300,000 | ||||||
Furniture, fixtures & equipment | 103,239 | ||||||
Goodwill | 369,657 | ||||||
Total | 1,465,000 | ||||||
Old 41 [Member] | Trademarks [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 44,900 | ||||||
Non-compete agreement (2-year life) | 44,900 | ||||||
Client list (5-year life) | 44,900 | ||||||
Old 41 [Member] | Noncompete Agreements [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 17,400 | ||||||
Non-compete agreement (2-year life) | 17,400 | ||||||
Client list (5-year life) | 17,400 | ||||||
Old 41 [Member] | Customer Lists [Member] | |||||||
Recognized amounts of identifiable assets acquired | |||||||
Tradename – trademarks (5-year life) | 44,000 | ||||||
Total identifiable net assets assumed | 1,095,343 | ||||||
Non-compete agreement (2-year life) | 44,000 | ||||||
Client list (5-year life) | $ 44,000 |
Business Acquisitions (Detail_5
Business Acquisitions (Details) - Schedule of Pro Forma Consolidated Results of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Pro Forma Consolidated Results of Operations [Abstract] | ||||
Revenue | $ 5,710,738 | $ 8,754,610 | $ 16,953,261 | $ 17,471,036 |
Costs and expenses | 7,147,711 | 10,312,255 | 18,666,172 | 16,235,014 |
Loss from operations | (1,436,973) | (1,557,645) | 17,129,111 | (1,236,022) |
Other income (expense) | (643,183) | (842,027) | 1,423,882 | 211,091 |
Loss before income taxes | (2,080,156) | (2,399,672) | 3,136,793 | (1,024,931) |
Provision of income taxes | 30,094 | 30,094 | 30,094 | (74,330) |
Net income (loss) | $ (2,050,062) | $ (2,369,578) | $ (3,106,699) | $ 950,601 |
Debt (Details) - Schedule of _4
Debt (Details) - Schedule of Long-Term Debt Instruments - Wealth South A Division Of Farmers National Bank Of Danville [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Original Principal | $ 8,863,423 | $ 8,863,243 | |
Long-term debt | 8,612,004 | 8,863,423 | $ 1,004,759 |
Issuance Cost | 81,109 | 81,109 | |
Notes Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 237,272 | $ 237,272 | |
Acquisition | CAH | CAH | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | Dec. 27, 2041 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 230,945 | $ 237,272 | 237,272 |
Issuance Cost | 6,108 | 6,108 | |
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 231,987 | $ 231,987 | |
Acquisition | CAH | CAH | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | Dec. 27, 2031 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 215,706 | $ 231,987 | 231,987 |
Issuance Cost | 6,108 | 6,108 | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 216,750 | $ 216,750 | |
Acquisition | P&F | P&F | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2041 | Dec. 27, 2041 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 210,970 | $ 216,750 | 216,750 |
Issuance Cost | 5,370 | 5,370 | |
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 318,750 | $ 318,750 | |
Acquisition | P&F | P&F | |
Entered | Dec. 27, 2021 | Dec. 27, 2021 | |
Maturity | Dec. 27, 2031 | Dec. 27, 2031 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 296,380 | $ 318,750 | 318,750 |
Issuance Cost | 5,370 | 5,370 | |
Notes Payable Five [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 817,135 | $ 817,135 | |
Acquisition | Pasco | Pasco | |
Entered | Jan. 14, 2022 | Jan. 14, 2022 | |
Maturity | Jan. 14, 2032 | Jan. 14, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 766,197 | $ 817,135 | |
Issuance Cost | 3,085 | 3,085 | |
Notes Payable Six [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 478,098 | $ 478,098 | |
Acquisition | Lytle | Lytle | |
Entered | Mar. 15, 2022 | Mar. 15, 2022 | |
Maturity | Mar. 15, 2032 | Mar. 15, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 455,908 | $ 478,098 | |
Issuance Cost | 1,898 | 1,898 | |
Notes Payable Seven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 663,000 | $ 663,000 | |
Acquisition | Lytle | Lytle | |
Entered | Mar. 15, 2022 | Mar. 15, 2022 | |
Maturity | Mar. 15, 2042 | Mar. 15, 2042 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 651,369 | $ 663,000 | |
Issuance Cost | 11,875 | 11,875 | |
Notes Payable Eight [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 425,000 | $ 425,000 | |
Acquisition | Kern | Kern | |
Entered | Mar. 22, 2022 | Mar. 22, 2022 | |
Maturity | Mar. 22, 2042 | Mar. 22, 2042 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 417,544 | $ 425,000 | |
Issuance Cost | 7,855 | 7,855 | |
Notes Payable Nine [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,275,000 | $ 1,275,000 | |
Acquisition | Kern | Kern | |
Entered | Mar. 22, 2022 | Mar. 22, 2022 | |
Maturity | Mar. 22, 2032 | Mar. 22, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 1,215,823 | $ 1,275,000 | |
Issuance Cost | 4,688 | 4,688 | |
Notes Payable Ten [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 246,500 | $ 246,500 | |
Acquisition | Bartow | Bartow | |
Entered | May 18, 2022 | May 18, 2022 | |
Maturity | May 18, 2042 | May 18, 2042 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 243,636 | $ 246,500 | |
Issuance Cost | 5,072 | 5,072 | |
Notes Payable Eleven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 722,500 | $ 722,500 | |
Acquisition | Bartow | Bartow | |
Entered | May 18, 2022 | May 18, 2022 | |
Maturity | May 18, 2032 | May 18, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 700,247 | $ 722,500 | |
Issuance Cost | 2,754 | 2,754 | |
Notes Payable Twelve [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 382,500 | $ 382,500 | |
Acquisition | Dietz | Dietz | |
Entered | Jun. 15, 2022 | Jun. 15, 2022 | |
Maturity | Jun. 15, 2032 | Jun. 15, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 373,669 | $ 382,500 | |
Issuance Cost | 1,564 | 1,564 | |
Notes Payable Thirteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 445,981 | $ 445,981 | |
Acquisition | Aberdeen | Aberdeen | |
Entered | Jul. 19, 2022 | Jul. 19, 2022 | |
Maturity | Jul. 29, 2032 | Jul. 29, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 439,161 | $ 445,981 | |
Issuance Cost | 1,786 | 1,786 | |
Notes Payable Fourteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,020,000 | $ 1,020,000 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2042 | Aug. 12, 2042 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 1,017,081 | $ 1,020,000 | |
Issuance Cost | 8,702 | 8,702 | |
Notes Payable Fifteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 519,527 | $ 519,527 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | Aug. 12, 2032 | |
Interest | 3.98% | 3.98% | |
Long-term debt | $ 515,562 | $ 519,527 | |
Issuance Cost | 3,159 | 3,159 | |
Notes Payable Sixteen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 225,923 | $ 225,923 | |
Acquisition | All Breed | All Breed | |
Entered | Aug. 12, 2022 | Aug. 12, 2022 | |
Maturity | Aug. 12, 2032 | Aug. 12, 2032 | |
Interest | 5.25% | 5.25% | |
Long-term debt | $ 224,306 | $ 225,923 | |
Issuance Cost | 3,159 | 3,159 | |
Notes Payable Seventeen [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 637,500 | $ 637,500 | |
Acquisition | Williamsburg | Williamsburg | |
Entered | Dec. 08, 2022 | Dec. 08, 2022 | |
Maturity | Dec. 08, 2032 | Dec. 08, 2032 | |
Interest | 5.25% | 5.25% | |
Long-term debt | $ 637,500 | $ 637,500 | |
Issuance Cost | $ 2,556 | $ 2,556 |
Debt (Details) - Schedule of _5
Debt (Details) - Schedule of Long-Term Debt Instruments - Notes Payable Nine [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Payable One [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,105,000 | $ 1,105,000 | |
Note payable | 1,006,834 | 1,045,310 | $ 1,072,468 |
Issuance Cost | $ 13,264 | $ 13,264 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Feb. 25, 2041 | Feb. 25, 2041 | |
Interest | 4.35% | 4.35% | |
Notes Payable Two [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 1,278,400 | $ 1,278,400 | |
Note payable | 989,691 | 1,074,251 | 1,182,834 |
Issuance Cost | $ 10,085 | $ 10,085 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Jan. 25, 2031 | Jan. 25, 2031 | |
Interest | 4.35% | 4.35% | |
Notes Payable Three [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 469,914 | $ 469,914 | |
Note payable | 53,964 | 368,532 | |
Issuance Cost | $ 753 | $ 753 | |
Acquisition | KVC | KVC | |
Entered | Jan. 25, 2021 | Jan. 25, 2021 | |
Maturity | Feb. 25, 2023 | Feb. 25, 2023 | |
Interest | 5.05% | 5.05% | |
Notes Payable Four [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 2,086,921 | $ 2,086,921 | |
Note payable | 1,943,067 | 2,061,346 | |
Issuance Cost | $ 25,575 | $ 25,575 | |
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Oct. 31, 2025 | Oct. 31, 2025 | |
Interest | 5.97% | 5.97% | |
Notes Payable Five [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 400,000 | $ 400,000 | |
Note payable | 390,200 | 398,258 | |
Issuance Cost | $ 3,277 | $ 3,277 | |
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Oct. 31, 2042 | Oct. 31, 2042 | |
Interest | 5.97% | 5.97% | |
Notes Payable Six [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 70,000 | $ 700,000 | |
Note payable | 700,000 | ||
Issuance Cost | |||
Acquisition | Pony Express | Pony Express | |
Entered | Oct. 31, 2022 | Oct. 31, 2022 | |
Maturity | Aug. 16, 2023 | May 31, 2023 | |
Interest | 6.75% | 6.75% | |
Notes Payable Seven [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 568,000 | $ 568,000 | |
Note payable | 532,812 | 568,000 | |
Issuance Cost | $ 4,531 | $ 4,531 | |
Acquisition | Old 41 | Old 41 | |
Entered | Dec. 16, 2022 | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | Dec. 16, 2025 | |
Interest | 6.50% | 6.50% | |
Notes Payable Eghit [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 640,000 | $ 640,000 | |
Note payable | 627,994 | 640,000 | |
Issuance Cost | $ 5,077 | $ 5,077 | |
Acquisition | Old 41 | Old 41 | |
Entered | Dec. 16, 2022 | Dec. 16, 2022 | |
Maturity | Dec. 16, 2025 | Dec. 16, 2025 | |
Interest | 6.50% | 6.50% | |
Notes Payable Nine [Member] | |||
Debt Instrument [Line Items] | |||
Original Principal | $ 7,428,235 | $ 7,428,235 | |
Note payable | 5,490,598 | 6,531,377 | $ 2,623,834 |
Issuance Cost | $ 62,562 | $ 62,562 |
Debt (Details) - Schedule of _6
Debt (Details) - Schedule of Tabular Form of Notes Payable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Tabular Form of Notes Payable [Abstract] | |||
FNBD Notes Payable | $ 8,612,004 | $ 8,863,423 | $ 1,004,759 |
FSB Notes Payable | 5,490,598 | 6,531,377 | 2,623,834 |
Car loan | 6,653 | 13,309 | |
Total notes payable | 14,102,602 | 15,401,453 | 3,641,902 |
Unamortized debt issuance costs | (119,415) | (135,240) | (49,078) |
Notes payable, net of issuance cost | 13,983,187 | 15,266,213 | 3,592,824 |
Less current portion | (1,061,580) | (1,549,861) | (466,124) |
Long-term portion | $ 12,921,607 | $ 13,716,353 | $ 3,126,700 |
Debt (Details) - Schedule of _7
Debt (Details) - Schedule of Tabular Form of Maturities of Notes Payable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Tabular Form of Maturities of Notes Payable [Abstract] | ||
Remainder of 2023 | $ 248,019 | $ 1,549,861 |
2024 | 1,087,839 | 1,087,839 |
2025 | 3,700,190 | 3,700,190 |
2026 | 927,965 | 927,965 |
2027 | 968,316 | 968,316 |
Thereafter | $ 7,170,273 | $ 7,167,282 |
Debt (Details) - Schedule of _8
Debt (Details) - Schedule of Bridge Notes - Bridge Loans [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) - Schedule of Bridge Notes [Line Items] | ||||
Long-term debt | $ 4,204,545 | $ 3,899,156 | $ 1,031,917 | |
Issued for cash | 2,600,000 | 1,100,000 | ||
Amortization of original issue discount | 116,656 | 386,245 | 1,644 | |
Warrant discount | (429,284) | |||
Amortization of warrant discount | 125,975 | 303,309 | ||
Debt issuance costs | (164,000) | (70,500) | ||
Amortization of debt issuance costs | 62,758 | 170,969 | 773 | |
Long-term debt | $ 4,204,545 | $ 3,899,156 | $ 1,031,917 | |
Extinguishment of bridge notes in exchange for Series A preferred stock upon IPO on August 31, 2023 | $ (4,204,545) |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Components of Lease Expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Lease Expense [Abstract] | ||||||
Amortization of ROU asset | $ 28,875 | $ 17,985 | $ 86,625 | $ 30,635 | $ 52,863 | |
Accretion of Operating lease liability | 6,312 | 6,828 | 20,141 | 11,322 | 10,695 | |
Total operating lease expense | 35,187 | 24,813 | 106,766 | 41,957 | ||
Other lease expense | 10,605 | 401 | 31,936 | 1,233 | 8,723 | |
Total | $ 45,792 | $ 25,214 | $ 138,702 | $ 43,190 | $ 72,281 | |
Weighted-average remaining lease term: | ||||||
Operating leases (in years) | 7 years 11 months 26 days | 7 years 11 months 26 days | 8 years 5 months 4 days | |||
Weighted-average Discount rate: | ||||||
Operating leases | 4.05% | 4.05% | 4.08% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Balance Sheet Information Related to Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Operating lease assets | $ 630,187 | $ 746,973 | |
Liabilities: | |||
Operating lease liabilities | 89,579 | 91,152 | |
Operating lease liabilities | 569,262 | 666,179 | |
Total lease liabilities | $ 658,841 | $ 757,331 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of Future Minimum Lease Payments - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Future Minimum Lease Payments [Abstract] | |||
Remainder of 2023 | $ 31,337 | $ 108,825 | |
2024 | 103,168 | 95,344 | |
2025 | 83,558 | 81,908 | |
2026 | 85,319 | 85,319 | |
2027 | 86,979 | 86,979 | |
Thereafter | 385,086 | 385,586 | |
Undiscounted cash flows | 775,447 | 843,961 | |
Less: imputed interest | (116,606) | (86,630) | |
Lease liability | $ 658,841 | $ 757,331 |