Trans American Aquaculture (GRPS) 10-Q 15 Jul 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Jul. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56640
Entity Registrant Name	TRANS AMERICAN AQUACULTURE, INC.
Entity Central Index Key	0001990446
Entity Tax Identification Number	02-0685828
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	1022 Shadyside Lane
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75223
City Area Code	972
Local Phone Number	358-6037
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,428,337,574

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 0	$ 31,480
Receivable from factor	55,199	49,896
Inventory	208,808	297,894
Other current assets	293	0
TOTAL CURRENT ASSETS	264,300	379,269
PROPERTY AND EQUIPMENT	7,948,041	7,935,825
Less accumulated depreciation	(545,522)	(478,552)
NET PROPERTY AND EQUIPMENT	7,402,518	7,457,273
TOTAL ASSETS	7,666,818	7,836,542
CURRENT LIABILITIES
Overdraft	2,062	0
Accounts payable	504,671	313,988
Accrued interest expense	915,403	43,736
Other accrued expenses	386,270	534,432
Income tax payable	0	49,896
Due to related parties	1,629,138	1,555,416
Current portion of notes payable	619,826	415,300
TOTAL CURRENT LIABILITIES	4,057,370	2,912,768
LONG-TERM LIABILITIES
Notes payable, net of current portion	4,329,480	4,467,694
TOTAL LONG-TERM LIABILITIES	4,329,480	4,467,694
STOCKHOLDERS' EQUITY
Common stock, $.000001 par value, 3,000,000,000 shares authorized, 1,460,270,805 and 1,452,655,528 shares issued and outstanding	23	20
Additional paid in capital - common stock	121,095	99,980
Additional paid in capital - preferred stock (Series C)	1,287,091	1,287,091
Additional paid in capital - preferred stock (Series D)	1,098,643	250,000
Accumulated deficit	(3,226,884)	(1,181,011)
TOTAL STOCKHOLDERS' EQUITY	(720,033)	456,080
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	7,666,818	7,836,542
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred Stock, Value	0	0
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred Stock, Value	0	0
Series C Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred Stock, Value	0	0
Series D Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred Stock, Value	$ 0	$ 0

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,460,270,805	1,452,655,528
Common stock, shares outstanding	1,460,270,805	1,452,655,528
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	9,078,000	9,078,000
Preferred stock, shares issued	9,078,000	9,078,000
Preferred stock, shares outstanding	9,078,000	9,078,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	5,000	5,000
Preferred stock, shares outstanding	5,000	5,000
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	100,000	100,000
Preferred stock, shares outstanding	100,000	100,000
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	1,144	1,144
Preferred stock, shares issued	1,098	250
Preferred stock, shares outstanding	1,098	250

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
REVENUES
Sales and service	$ 310,126	$ 0
COST OF REVENUES
Cost of revenues	272,079	0
GROSS PROFIT	38,047	0
GENERAL AND ADMINISTRATIVE EXPENSES	172,558	170,102
OTHER INCOME (EXPENSE)
Other income	700	1,050
Other expense	(647)	0
Interest expense	(127,416)	(116,079)
TOTAL OTHER INCOME (EXPENSE)	(127,363)	(115,029)
NET INCOME (LOSS) BEFORE TAXES	(261,873)	(285,131)
INCOME TAX (EXPENSE) BENEFIT	0	(26,937)
NET INCOME (LOSS)	$ (261,873)	$ (258,194)
Basic Net loss per common share	$ (0.000160)	$ (0.000155)
Diluted Net loss per common share	$ (0.000160)	$ (0.000155)
Weighted average common shares outstanding - basic	1,456,206,747	1,449,322,195

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Preferred Stock Series C [Member]	Preferred Stock Series D [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 0	$ 0	$ 0	$ 1,287,091	$ 0	$ (922,817)	$ 364,274
Beginning balance, shares at Dec. 31, 2022	1,432,655,528	9,078,000	5,000	100,000	0
Issuance of common shares	$ 100,000	$ 0	$ 0	$ 0	$ 0	0	100,000
Issuance of common shares, shares	20,000,000
Issuance of preferred stock	$ 0	0	0	0	$ 250,000	0	250,000
Issuance of preferred stock, shares					250
Net loss	0	0	0	0	$ 0	(258,194)	(258,194)
Ending balance, value at Mar. 31, 2023	$ 100,000	$ 0	$ 0	$ 1,287,091	$ 250,000	(1,181,011)	456,080
Ending balance, shares at Mar. 31, 2023	1,452,655,528	9,078,000	5,000	100,000	250
Beginning balance, value at Dec. 31, 2023	$ 100,000	$ 0	$ 0	$ 1,287,091	$ 1,076,863	(2,943,231)	(479,277)
Beginning balance, shares at Dec. 31, 2023	1,452,655,528	9,078,000	5,000	100,000	1,076
Issuance of common shares	$ 21,118	$ 0	$ 0	$ 0	$ 0	0	21,118
Issuance of common shares, shares	7,615,277
Stock dividends	$ 0	0	0	0	$ 21,780	(21,780)	0
Stock dividends, shares					22
Net loss	0	0	0	0	$ 0	(261,873)	(261,873)
Ending balance, value at Mar. 31, 2024	$ 121,118	$ 0	$ 0	$ 1,287,091	$ 1,098,643	$ (3,226,884)	$ (720,033)
Ending balance, shares at Mar. 31, 2024	1,460,270,805	9,078,000	5,000	100,000	1,098

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (261,873)	$ (258,194)
Noncash items included in net loss:
Depreciation expense	17,695	20,631
Common stock issued	21,118	100,000
Increase (decrease) in:
Accounts receivable	(55,199)	(3,858)
Inventory	39,017	(136,334)
Deferred taxes	0	(26,937)
Other current assets	(293)	0
Accounts payable	23,950	(4,283)
Other accrued expenses	40,444	0
Income tax payable	0	3,858
Accrued interest expense	126,138	87,562
CASH USED IN OPERATING ACTIVITIES	(49,003)	(217,555)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for the purchase of fixed assets	(12,216)	(15,132)
CASH USED IN INVESTING ACTIVITIES	(12,216)	(15,132)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of bank overdraft	0	(288)
Bank overdraft	2,062	0
Proceeds from shareholder notes payable	0	75,000
Payments on due to related parties	0	(35,609)
Payments on notes payable	(1,596)	(24,937)
Proceeds from notes payable	93,000	0
Payments on due to related parties	(38,847)	0
Issuance of preferred Shares	0	250,000
CASH PROVIDED BY FINANCING ACTIVITIES	54,619	264,166
NET INCREASE (DECREASE)	(6,600)	31,479
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	6,600	0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	0	31,479
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	363,915	23,736
Cash paid for income taxes	0	0
NON-CASH
Preferred series D stock dividends	21,779	0
Common stock issued for services rendered	$ 21,118	$ 100,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (261,873)	$ (258,194)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BUSINESS ORGANIZATION

BUSINESS ORGANIZATION	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS ORGANIZATION	NOTE 1 – BUSINESS ORGANIZATION Business Organization Trans American Aquaculture, Inc. formerly Gold River Productions, Inc. (GRP), (“the Company”) was incorporated in the State of Delaware on September 18, 2006, as Polythene Metro Corp before being acquired by Gold River Productions, Inc. on January 25, 2007. The Company was re-incorporated in the State of Colorado in July 2018. In February 2023, pursuant to shareholder and Board approval, the Company changed its name to Trans American Aquaculture, Inc., reflective of its new management and operations, and applied to the Financial Industry Regulatory Authority (“FINRA”) to change its ticker symbol from GRPS to TAAQ. On August 28, 2022, Richard Goulding, executive and selling party of Gold River Productions, Inc. and Adam Thomas, purchaser, executed a Stock Purchase Agreement (“SPA”). Under the terms of the SPA, Mr. Goulding, agreed to sell to Adam Thomas, CEO of TAA, 9,078,000 shares of the Company’s Series A Preferred Stock, and to retain 640,000 shares for later conversion to the Company’s common stock. Each share of Series A Preferred Stock is convertible into 100 shares of the Company’s common stock. In addition, Mr. Thomas agreed to purchase all the Company’s outstanding shares of Series B Preferred Stock from Mr. Goulding for a cash payment of $5,000. In further consideration for the sale of the shares of Series A and Series B Preferred Stock, Mr. Goulding agreed to: 1. Increase the authorized shares of the Company’s common stock to three billion ( 3,000,000,000 2. Convert his retained 640,000 64,000,000 3. Issue to various former employees and consultants of the Company an aggregate amount of 15,248,503 4. Complete the assignment of assets and assumption of liabilities as they existed immediately prior to the closing of the stock purchase agreement on August 29, 2022. Following the purchase of the shares of Class A and Class B Preferred Stock, Mr. Thomas and TAA agreed to: 1. To have the Company issue shares of a Class C Preferred Stock to the former members of TAA, such shares to be convertible into 85% of the Company’s common stock, but limited as to this conversion for a minimum of 12 months from the date of issuance; and 2. To cancel and withdraw the shares of Series A Preferred Stock. As of March 31, 2024, the parties are contemplating an amendment to the SPA; however, no terms have been agreed. On August 29, 2022, Gold River Productions, Inc. and Goulding executed an Assignment of Rights and Assumption of Liabilities Agreement whereby Gold River Productions, Inc. assigned all of its assets and liabilities to Mr. Richard Goulding (Mr. Goulding), Chairman of the Board and CEO of GRP, resulting in GRP becoming a public shell company without any assets or liabilities and became the accounting acquiree. On September 13, 2022, Gold River Productions, Inc. and Trans American Aquaculture, LLC (“TAA”) executed a Definitive Equity Exchange Agreement in a transaction accounted for as a reverse acquisition, whereby TAA became the accounting acquiror. TAA operates a large land-based shrimp farming and technology company located in South Texas. The Company produces premium quality, farm-raised white shrimp, 100% free of antibiotics and hormones, and cultivated using safe and sustainable practices. Its principal markets consist of seafood distributors, restaurants, and grocery store chains in the United States. Using decades of experience in the shrimp aquaculture industry, products are grown with our superior technology and our proprietary genetics which results in a superior fresh product always grown in the United States.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying consolidated financial statements include the accounts of Trans American Aquaculture, Inc and its wholly owned subsidiary Trans American Aquaculture, LLC, a Texas Limited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared on the accrual basis of accounting. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. Inventory Inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis. Depending on the development and growth stage of shrimp, the Company’s inventory is comprised of 1) broodstock held for restocking the next harvest cycle, 2) broodstock held for sale, and shrimp held for sale. The Company evaluates realization of shrimp based on market prices at the end of each period. Property and Equipment Property and equipment are stated at cost. Maintenance and repairs are expensed while expenditures for renewals which prolong the lives of the assets are capitalized. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts and any net gain or loss is included in the consolidated statement of income. For financial reporting purposes, depreciation of property and equipment is provided for by using the straight-line method based on the estimated service lives of the property as follows: Schedule of estimated service lives Land improvements 40 Buildings and structures 40 Farm equipment 10 20 Autos and trucks 10 The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset has been impaired, the amount of the impairment is charged to operations. No impairments were recognized for the periods ended March 31, 2024 and 2023. Income Taxes The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities. The Company's income tax returns are subject to examination by the appropriate tax jurisdictions. As of June 30, 2024, the Company needs to file federal and state income tax returns for 2020, 2021, 2022 and 2023. During 2020, the Company had taxable income primarily as a result of a short-term capital gain of $ 445,500 155,200 33,180 58,300 Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Revenue Recognition The Company recognizes revenues according to the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC 606”) and Accounting Standard Update ASU 2014-09 “Revenues from Contracts with Customers.” Under the ASC 606, revenues is recognized when the customer obtains control of promised goods or services in amounts that reflect the consideration which the entity expected to receive in exchange of goods and service. The Company does not collect sales, value-add and other taxes collected on behalf of third parties. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract with customer; (2) identify the performance obligations in contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenues when (or as) the entity satisfies a performance obligation. The Company recognizes revenue as a single performance obligation when it transfers its products to customers, being when the goods are shipped and transfers to a buyer and when performance obligation under contracted sales are completed. Advertising and Promotion All costs associated with advertising and promoting the Company's goods and services are expensed in the year incurred. Concentrations of Credit Risk The Company's financial instruments that are exposed to credit risk consist primarily of temporary cash investments and accounts receivable. The Company maintains its cash balances at a large financial institution. At times such balances may exceed federally insured limits. The Company has not experienced any losses in an account. The Company believes it is not exposed to any significant credit risk on cash and had no balances in excess of the $ 250,000 For the quarters ended March 31, 2024 and 2023, one customer accounted for 100 The Company’s sole source of expected future revenue consists of the sale of a single live product which requires substantial care. Production risks such as weather, disease and other factors could affect the Company’s ability to realize revenue from its inventory stock. Subsequent Events In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July 15, 2024, the date the consolidated financial statements were issued. Net Loss Per Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of the Company is reflected in diluted net loss per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when net loss is recorded for the period as their effect would be anti-dilutive.

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	3 Months Ended
	Mar. 31, 2024
Credit Loss [Abstract]
ACCOUNTS RECEIVABLE	NOTE 3 – ACCOUNTS RECEIVABLE On December 11, 2023, the Company entered into an accounts receivable factoring agreement in the amount of $ 750,000 80 135,847 55,196

INVENTORY

INVENTORY	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY The inventory at March 31, 2024, consists of shrimp in the larvae stage of development held for sale, broodstock held for sale, and broodstock held for restocking. Included in this amount is the broodstock cost basis reclassified to shrimp held for sale as those costs are applicable expenditures and charges directly and indirectly incurred in bringing shrimp inventory to its existing condition and location as noted in FASB ASC 330-10-30. Although, these animals will eventually come to end of life, their costs are considered part of the necessary costs to birthing and raising shrimp held for sale. Just prior to harvest, the Company segregates and retains selected premium shrimp to become broodstock for the following shrimp harvest cycle. Upon identification and segregation, the selected animals are transferred from outdoor ponds to specialized indoor tanks. These tanks are highly regulated with respect to temperature, lighting and salinity levels. Costs allocated to broodstock animals at March 31, 2024 and 2023 totaled $ 90,459 161,560 Total inventory is as follows at March 31, Schedule of inventory 2024 2023 Held for Sale Shrimp $ 118,259 $ 136,334 Broodstock 0 0 Total Held for Sale 118,259 136,334 Broodstock - Restocking 90,549 161,560 Total inventory $ 208,808 $ 297,894

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT As of March 31, 2024 and 2023, the Company had the following property and equipment: Schedule of property and equipment March 31, March 2024 2023 Autos and trucks $ 66,845 $ 66,845 Building and improvements 668,289 656,389 Farm equipment 440,598 440,281 Other equipment 646,066 646,066 1,821,798 1,809,582 Less: accumulated depreciation (545,522 ) (478,552 ) 1,276,276 1,331,030 Land 6,126,242 6,126,243 Net property and equipment $ 7,402,518 $ 7,457,273 Depreciation expense for the quarters ended March 31, 2024 and 2023, totaled approximately $ 17,695 20,631 16,517 17,575

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE Notes payable as of March 31, 2024 and 2023, consisted of the following: Schedule of notes payable March 31, December 31, 2024 2023 Note to an entity by the former owner of farm property, interest at 6.00 38,687 2039 $ 4,707,902 $ 4,707,902 Unsecured Promissory Note to 1800 Diagonal Lending LLC, a commercial lender, with one-time interest of 13 beginning August 30, 2024 and due in total by November 30, 2014 18,600 93,000 0 Note to a bank, interest at 3.75 719 2050 148,404 150,000 4,949,306 4,857,902 Less Current Portion (619,826 ) (326,716 ) Net Long-Term Debt $ 4,329,480 $ 4,531,186 The estimated notes payable maturities as of March 31, 2024 are as follows: Schedule of estimated notes payable maturities 31-Dec-24 $ 619,826 31-Dec-25 222,107 31-Dec-26 235,739 30-Dec-27 250,207 31-Dec-28 265,565 Thereafter 3,355,862 Total notes payable $ 4,949,306 In February 2024, the Company signed an unsecured promissory note with a lender for $ 111,600 13 beginning on August 30, 2024 and ending on November 30, 2024 18,600 93,000 126,108 At March 31, 2024, the Company was in default on the farm property note for $ 4,707,902 77,375

RELATED PARTY NOTES PAYABLE

RELATED PARTY NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Related Party Notes Payable
RELATED PARTY NOTES PAYABLE	NOTE 7 – RELATED PARTY NOTES PAYABLE As of March 31, 2023, shareholders have loaned the Company approximately $ 1,523,000 12 18 463,552 278,541

INCOME TAX

INCOME TAX	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 8 – INCOME TAX Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be covered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An allowance has been recorded as of March 31, 2024 due to uncertainty of the realization of deferred tax asset in future periods. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years. In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, included in ASC Topic 740, Income Taxes, the Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions that required recognition by the Company. As of the date of these consolidated financial statements, the Company’s federal and various state tax returns will generally remain open for the last three years. The Company’s provision for income taxes attributable to income before income taxes for the periods ended December 31, 2023 and 2022, consisted of the following: Schedule of provision for income taxes March 31, March 31, 2024 2023 Deferred tax assets related to: NOL Carryover $ 403,605 $ 59,323 Deferred tax liability related to: Property and equipment (8,715 ) (86,260 ) Deferred Tax Assets, Gross 394,890 (26,937 ) Less: allowance (394,890 ) 0 Net deferred tax asset (liability) $ 0 $ (26,937 ) Current expense Federal $ 0 $ 0 State 0 0 $ 0 $ 0 Deferred income tax expense (benefit) $ (26,937 ) $ 26,937

EQUITY FINANCING AND SECURITIES

EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT	3 Months Ended
	Mar. 31, 2024
Equity Financing And Securities Purchase Agreement
EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT	NOTE 9 – EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT Equity Financing Agreement On January 20, 2023, the Company entered into an Equity Financing Agreement (“the EFA”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments, LLC, pursuant to which GHS agreed to purchase up to $10,000,000 in shares of the Company common stock, from time to time over the course of 24 months after effectiveness of a registration statement on Form S-1 of the underlying shares of the Company’s common stock. The EFA grants the Company the right, to direct GHS to purchase shares of the Company’s common stock on any business day (a “Put”), provided that at least ten trading days (as defined in the EFA) have passed since the closing of the most recent Put. The purchase price of the shares of common stock contained in a Put shall be 80% of the lowest traded price of the Company common stock during the ten consecutive Trading Days preceding the date of the Put notice. In the event The Company up lists to Nasdaq or an equivalent national exchange, the purchase price will be 90%. No Put will be made in an amount less than $10,000 or greater than $500,000 and any single drawdown may not exceed 200% of the average daily trading dollar volume of the Company’s common stock during the ten trading days preceding the Put. In no event is the Company entitled to make a Put or is GHS entitled to purchase and own cumulative shares greater than 4.99% of the Company’s shares of common stock outstanding on such date. The EFA will terminate upon any of the following events: when GHS has purchased an aggregate of $10,000,000 in the common stock of the Company pursuant to the EFA; or on the date that is 24 months from the date of the EFA. Actual sales of shares of common stock to GHS under the EFA will depend on a variety of factors, including, the number of public shares the Company has available for trading on the open market (excluding closely held and restricted stock), market conditions, the trading price of the common stock, the number of shares outstanding, and the Company’s determinations as to the appropriate sources of funding for the Company and its operations. The net proceeds under the EFA to the Company will depend on the frequency and prices at which the Company sells shares of stock to GHS. The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 60 calendar days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 60 calendar days after the date the Registration Statement is filed with the SEC, but in no event more than calendar 120 days after the Registration Statement is filed. The Company will use the proceeds from the Puts for general corporate and working capital purposes and acquisitions or assets, businesses, or operations or for purposes the Board of Directors deems to be in the best interests of the Company. On February 27, 2024, the Company put 4,615,277 0.00224 2,106 Securities Purchase Agreement On January 20, 2023, The Company entered into a Securities Purchase Agreement with GHS (the “GHS SPA”) pursuant to which 250 250,000 1,000 46,296,296 0.005175 January 20, 2028 On April 18, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 102 102,000 1,000 20,606,061 0.00391 January 20, 2028 On May 22, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 184 184,000 1,000 42,666,667 0.00345 January 20, 2028 On July 6, 2023, the Company entered into an Amended Securities Purchase Agreement with GHS (the “Amended SPA”) pursuant to which the Company sold to GHS 96 96,000 1,000 19,047,620 0.004025 January 20, 2028 On September 26, 2023, the Company entered into a Securities Purchase Agreement with GHS (the “September 2023 SPA”) pursuant to which the Company agreed to sell GHS 151 146,000 1,000 76 14,901,961 0.003795 September 26, 2028 70 14,705,883 0.003795 October 12, 2028

LITIGATION

LITIGATION	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
LITIGATION	NOTE 10 – LITIGATION From time to time the Company is involved in lawsuits against the Company involving general liability or various contractual matters. In the opinion of the Company’s management, the potential claims against the Company not covered by insurance resulting from such litigation will not materially affect the financial position of the Company.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 11 – GOING CONCERN The Company follows FASB ASU 2014-10 – Development Stage Entities because its principal operations have commenced, but there has been no significant revenue therefrom. To date, the Company's activities since inception have consisted principally of acquiring property, equipment, and other operating assets, raising capital, starting up production, recruiting and training personnel and raising capital. The Company's ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan as well as continuing to develop its brood stock in order to fulfill recently signed contracts. The financial statements do not include any adjustments that might be necessary if the business plan cannot be implemented or if additional capital cannot be raised, either of which could result in the Company not being able to continue as a going concern. The Company is in the process of raising additional capital to support the completion of the developmental stage activities and ramp up ongoing full shrimp harvest cycles and establish its customer base. Therefore, the Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's current technology.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting	Basis of Accounting The accompanying consolidated financial statements include the accounts of Trans American Aquaculture, Inc and its wholly owned subsidiary Trans American Aquaculture, LLC, a Texas Limited Liability Company. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared on the accrual basis of accounting.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.
Inventory	Inventory Inventory is valued at lower of cost or the net realizable value on a first-in, first-out basis. Depending on the development and growth stage of shrimp, the Company’s inventory is comprised of 1) broodstock held for restocking the next harvest cycle, 2) broodstock held for sale, and shrimp held for sale. The Company evaluates realization of shrimp based on market prices at the end of each period.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. Maintenance and repairs are expensed while expenditures for renewals which prolong the lives of the assets are capitalized. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts and any net gain or loss is included in the consolidated statement of income. For financial reporting purposes, depreciation of property and equipment is provided for by using the straight-line method based on the estimated service lives of the property as follows: Schedule of estimated service lives Land improvements 40 Buildings and structures 40 Farm equipment 10 20 Autos and trucks 10 The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset has been impaired, the amount of the impairment is charged to operations. No impairments were recognized for the periods ended March 31, 2024 and 2023.
Income Taxes	Income Taxes The Company uses an asset and liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax basis of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce the deferred tax asset to the amount that will more likely than not be realized. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax assets and liabilities. The Company's income tax returns are subject to examination by the appropriate tax jurisdictions. As of June 30, 2024, the Company needs to file federal and state income tax returns for 2020, 2021, 2022 and 2023. During 2020, the Company had taxable income primarily as a result of a short-term capital gain of $ 445,500 155,200 33,180 58,300
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition The Company recognizes revenues according to the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC 606”) and Accounting Standard Update ASU 2014-09 “Revenues from Contracts with Customers.” Under the ASC 606, revenues is recognized when the customer obtains control of promised goods or services in amounts that reflect the consideration which the entity expected to receive in exchange of goods and service. The Company does not collect sales, value-add and other taxes collected on behalf of third parties. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract with customer; (2) identify the performance obligations in contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation in the contract; and (5) recognize revenues when (or as) the entity satisfies a performance obligation. The Company recognizes revenue as a single performance obligation when it transfers its products to customers, being when the goods are shipped and transfers to a buyer and when performance obligation under contracted sales are completed.
Advertising and Promotion	Advertising and Promotion All costs associated with advertising and promoting the Company's goods and services are expensed in the year incurred.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company's financial instruments that are exposed to credit risk consist primarily of temporary cash investments and accounts receivable. The Company maintains its cash balances at a large financial institution. At times such balances may exceed federally insured limits. The Company has not experienced any losses in an account. The Company believes it is not exposed to any significant credit risk on cash and had no balances in excess of the $ 250,000 For the quarters ended March 31, 2024 and 2023, one customer accounted for 100 The Company’s sole source of expected future revenue consists of the sale of a single live product which requires substantial care. Production risks such as weather, disease and other factors could affect the Company’s ability to realize revenue from its inventory stock.
Subsequent Events	Subsequent Events In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through July 15, 2024, the date the consolidated financial statements were issued.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by using the weighted-average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of the Company is reflected in diluted net loss per share by application of the treasury stock method. The dilutive securities are excluded from the computation of diluted net loss per share when net loss is recorded for the period as their effect would be anti-dilutive.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of estimated service lives	Schedule of estimated service lives Land improvements 40 Buildings and structures 40 Farm equipment 10 20 Autos and trucks 10

INVENTORY (Tables)

INVENTORY (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of inventory	Schedule of inventory 2024 2023 Held for Sale Shrimp $ 118,259 $ 136,334 Broodstock 0 0 Total Held for Sale 118,259 136,334 Broodstock - Restocking 90,549 161,560 Total inventory $ 208,808 $ 297,894

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment March 31, March 2024 2023 Autos and trucks $ 66,845 $ 66,845 Building and improvements 668,289 656,389 Farm equipment 440,598 440,281 Other equipment 646,066 646,066 1,821,798 1,809,582 Less: accumulated depreciation (545,522 ) (478,552 ) 1,276,276 1,331,030 Land 6,126,242 6,126,243 Net property and equipment $ 7,402,518 $ 7,457,273

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable March 31, December 31, 2024 2023 Note to an entity by the former owner of farm property, interest at 6.00 38,687 2039 $ 4,707,902 $ 4,707,902 Unsecured Promissory Note to 1800 Diagonal Lending LLC, a commercial lender, with one-time interest of 13 beginning August 30, 2024 and due in total by November 30, 2014 18,600 93,000 0 Note to a bank, interest at 3.75 719 2050 148,404 150,000 4,949,306 4,857,902 Less Current Portion (619,826 ) (326,716 ) Net Long-Term Debt $ 4,329,480 $ 4,531,186
Schedule of estimated notes payable maturities	Schedule of estimated notes payable maturities 31-Dec-24 $ 619,826 31-Dec-25 222,107 31-Dec-26 235,739 30-Dec-27 250,207 31-Dec-28 265,565 Thereafter 3,355,862 Total notes payable $ 4,949,306

INCOME TAX (Tables)

INCOME TAX (Tables)	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of provision for income taxes	Schedule of provision for income taxes March 31, March 31, 2024 2023 Deferred tax assets related to: NOL Carryover $ 403,605 $ 59,323 Deferred tax liability related to: Property and equipment (8,715 ) (86,260 ) Deferred Tax Assets, Gross 394,890 (26,937 ) Less: allowance (394,890 ) 0 Net deferred tax asset (liability) $ 0 $ (26,937 ) Current expense Federal $ 0 $ 0 State 0 0 $ 0 $ 0 Deferred income tax expense (benefit) $ (26,937 ) $ 26,937

BUSINESS ORGANIZATION (Details

BUSINESS ORGANIZATION (Details Narrative) - shares	Aug. 28, 2022	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Common stock, shares authorized	3,000,000,000	3,000,000,000	3,000,000,000
Series A Preferred Stock [Member] | Mr Goulding [Member]
Business Acquisition [Line Items]
Stock converted, shares converted	640,000
Common Stock [Member] | Mr Goulding [Member]
Business Acquisition [Line Items]
Stock converted, shares issued	64,000,000
Stock issued, other	15,248,503

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details - Estimated service lives)	Mar. 31, 2024
Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated service lives	40 years
Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated service lives	40 years
Farm Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated service lives	10 years
Farm Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated service lives	20 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated service lives	10 years

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2020
Product Information [Line Items]
Short-term capital gain			$ 445,500
Taxable income	$ (261,873)	$ (285,131)	155,200
Unremitted federal income tax liability			33,180
Accrued penalties and interest			$ 58,300
FDIC limit	$ 250,000
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]
Product Information [Line Items]
Concentration risk, percentage	100%	100%

ACCOUNTS RECEIVABLE (Details Na

ACCOUNTS RECEIVABLE (Details Narrative) - Accounts Receivable Factoring Agreement [Member] - USD ($)		3 Months Ended
	Dec. 11, 2023	Mar. 31, 2024	Feb. 07, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable factoring agreement in the amount	$ 750,000		$ 135,847
Accounts receivable factoring percentage	80%
Accounts receivable outstanding		$ 55,196

INVENTORY (Details - Inventory)

INVENTORY (Details - Inventory) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Inventory [Line Items]
Total Held for Sale	$ 118,259	$ 136,334
Total inventory	208,808	297,894
Shrimp [Member]
Inventory [Line Items]
Total Held for Sale	118,259	136,334
Broodstock [Member]
Inventory [Line Items]
Total Held for Sale	0	0
Broodstock Restocking [Member]
Inventory [Line Items]
Total inventory	$ 90,549	$ 161,560

INVENTORY (Details Narrative)

INVENTORY (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Inventory [Line Items]
Inventory costs	$ 208,808	$ 297,894
Broodstock Animals [Member]
Inventory [Line Items]
Inventory costs	$ 90,459	$ 161,560

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,821,798	$ 1,809,582
Less: accumulated depreciation	(545,522)	(478,552)
Property and equipment, net	1,276,276	1,331,030
Land	6,126,242	6,126,243
Net property and equipment and land	7,402,518	7,457,273
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	66,845	66,845
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	668,289	656,389
Farm Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	440,598	440,281
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 646,066	$ 646,066

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 17,695	$ 20,631
Depreciation expense in cost of goods sold or inventory	$ 16,517	$ 17,575

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Notes payable	$ 4,949,306	$ 4,857,902
Less Current Portion	(619,826)	(326,716)
Net Long-Term Debt	4,329,480	4,531,186
Note To Former Owner Of Farm Property [Member]
Debt Instrument [Line Items]
Notes payable	4,707,902	4,707,902
Unsecured Promissory Note [Member]
Debt Instrument [Line Items]
Notes payable	93,000	0
Note To Bank Interest [Member]
Debt Instrument [Line Items]
Notes payable	$ 148,404	$ 150,000

NOTES PAYABLE (Details - Notes

NOTES PAYABLE (Details - Notes payable maturities) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
31-Dec-24	$ 619,826
31-Dec-25	222,107
31-Dec-26	235,739
30-Dec-27	250,207
31-Dec-28	265,565
Thereafter	3,355,862
Total notes payable	$ 4,949,306	$ 4,857,902

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 29, 2024	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Net proceeds notes payable		$ 93,000	$ 0
Farm Property Note [Member]
Debt Instrument [Line Items]
Debt in default		4,707,902
Repayment of note payable		$ 77,375
Note To Former Owner Of Farm Property [Member]
Debt Instrument [Line Items]
Interest rate		6%
Principal and interest paid		$ 38,687
Debt instrument maturity period		2039
Unsecured Promissory Note [Member]
Debt Instrument [Line Items]
Interest rate	13%	13%
Principal and interest paid	$ 126,108
Debt instrument maturity period	beginning on August 30, 2024 and ending on November 30, 2024	beginning August 30, 2024 and due in total by November 30, 2014
Original issue discount	$ 18,600	$ 18,600
Unsecured promissory note	111,600
Net proceeds notes payable	$ 93,000
Note To Bank Interest [Member]
Debt Instrument [Line Items]
Interest rate		3.75%
Principal and interest paid		$ 719
Debt instrument maturity period		2050

RELATED PARTY NOTES PAYABLE (De

RELATED PARTY NOTES PAYABLE (Details Narrative) - Shareholders [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Related party notes payable		$ 1,523,000
Accrued interest	$ 463,552	$ 278,541
Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate	12%
Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate	18%

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Deferred tax assets related to:
NOL Carryover	$ 403,605	$ 59,323
Deferred tax liability related to:
Property and equipment	(8,715)	(86,260)
Deferred Tax Assets, Gross	394,890	(26,937)
Less: allowance	(394,890)	0
Net deferred tax asset (liability)	0	(26,937)
Current expense
Federal	0	0
State	0	0
Total current expense	0	0
Deferred income tax expense (benefit)	$ (26,937)	$ 26,937

EQUITY FINANCING AND SECURITI_2

EQUITY FINANCING AND SECURITIES PURCHASE AGREEMENT (Details Narrative) - USD ($)	Feb. 27, 2024	Oct. 12, 2023	Sep. 26, 2023	Jul. 06, 2023	May 22, 2023	Apr. 18, 2023	Jan. 20, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued	4,615,277
Purchase price per share	$ 0.00224
Net proceeds of common stock	$ 2,106
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants issued		14,705,883	14,901,961	19,047,620	42,666,667	20,606,061	46,296,296
Exercise price of warrants		$ 0.003795	$ 0.003795	$ 0.004025	$ 0.00345	$ 0.00391	$ 0.005175
Termination date		Oct. 12, 2028	Sep. 26, 2028	Jan. 20, 2028	Jan. 20, 2028	Jan. 20, 2028	Jan. 20, 2028
Securities Purchase Agreement [Member] | Series D Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold, shares			151	96	184	102	250
Number of shares sold, value			$ 146,000	$ 96,000	$ 184,000	$ 102,000	$ 250,000
Price per share			$ 1,000	$ 1,000	$ 1,000	$ 1,000	$ 1,000
Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | Tranche 1 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold, shares			76
Securities Purchase Agreement [Member] | Series D Preferred Stock [Member] | Tranche 2 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold, shares		70