374Water (SCWO) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 12, 2024
Cover [Abstract]
Entity Registrant Name	374WATER INC.
Entity Central Index Key	0000933972
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		133,168,049
Entity File Number	001-41420
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	88-0271109
Entity Address Address Line 1	701 W Main Street
Entity Address Address Line 2	Suite 410
Entity Address City Or Town	Durham
Entity Address State Or Province	NC
Entity Address Postal Zip Code	27701
City Area Code	440
Local Phone Number	601-9677
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	SCWO
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 1,960,375	$ 10,445,404
Accounts receivable, net of allowance	288,777	64,792
Other accounts receivable	10,092	39,749
Unbilled accounts receivable	1,721,147	1,494,553
Inventory, net	1,344,327	2,276,677
Contract assets	99,245	0
Prepaid expenses	654,853	581,085
Total Current Assets	6,078,816	14,902,260
Property and equipment, net	278,786	230,971
Equipment-in-process	2,657,694	0
Intangible asset, net	1,021,971	988,029
Other assets	22,792	0
Total Long-Term Assets	3,981,243	1,219,000
Total Assets	10,060,059	16,121,260
Current Liabilities:
Accounts payable and accrued expenses	769,455	572,297
Accrued contract loss provision	600,000	500,000
Accrued legal settlement	0	135,000
Unearned revenue	202,768	130,000
Other liabilities	22,429	36,787
Total Current Liabilities	1,594,652	1,374,084
Stockholders' Equity
Preferred stock: 50,000,000 Convertible Series D preferred shares authorized; par value $0.0001 per share, nil issued and outstanding at September 30, 2024 and December 31, 2023, respectively	0	0
Common stock: 200,000,000 common shares authorized, par value $0.0001 per share, 133,168,049 and 132,667,107 shares outstanding at September 30, 2024 and December 31, 2023, respectively	13,315	13,266
Additional paid-in capital	32,061,727	30,684,943
Accumulated deficit	(23,612,106)	(15,953,504)
Accumulated other income	2,471	2,471
Total Stockholders' Equity	8,465,407	14,747,176
Total Liabilities & Stockholders' Equity	$ 10,060,059	$ 16,121,260

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares issued	133,168,049	132,667,107
Preferred Stock, Shares Authorized	50,000,000
Common Stock, Shares Outstanding	133,168,049	132,667,107
Convertible Series D preferred shares [Member]
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares issued	0	0
Preferred Stock, Shares Outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Condensed Consolidated Statements of Operations (Unaudited)
Revenues	$ 81,490	$ 12,290	$ 433,589	$ 863,611
Cost of revenues	42,404	178,680	703,245	944,082
Gross margin (deficit)	39,086	(166,390)	(269,656)	(80,471)
Operating Expenses
Research and development	424,579	317,573	1,526,294	945,443
Compensation and related expenses	834,952	739,181	2,264,381	2,191,061
Professional fees	499,010	117,543	1,367,702	309,398
General and administrative	1,022,284	541,697	2,534,009	1,803,691
Total Operating Expenses	2,780,825	1,715,994	7,692,386	5,249,593
Loss from Operations	(2,741,739)	(1,882,384)	(7,962,042)	(5,330,064)
Other Income
Interest income	36,626	148,834	215,438	261,660
Other income	3,296	2,119	88,002	46,053
Total Other Income	39,922	150,953	303,440	307,713
Net Loss before Income Taxes	(2,701,817)	(1,731,431)	(7,658,602)	(5,022,351)
Provision for Income Taxes	0	0	0	0
Net Loss	$ (2,701,817)	$ (1,731,431)	$ (7,658,602)	$ (5,022,351)
Net Loss per Share - Basic and Diluted	$ (0.02)	$ (0.01)	$ (0.06)	$ (0.04)
Weighted Average Common Shares Outstanding	132,997,135	132,145,497	133,307,818	129,578,743
Comprehensive loss:
Net Loss	$ (2,701,817)	$ (1,731,431)	$ (7,658,602)	$ (5,022,351)
Change in foreign currency translation	0	(7,850)	0	(2,412)
Total comprehensive loss	$ (2,701,817)	$ (1,739,281)	$ (7,658,602)	$ (5,024,763)

Condensed Consolidated Changes

Condensed Consolidated Changes in Stockholders Equity (Unaudited) - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Other Comprehensive Income	Preferred Stock [Member]	Common Stock
Balance, shares at Dec. 31, 2022						126,702,545
Balance, amount at Dec. 31, 2022	$ 8,253,612	$ 16,110,221	$ (7,849,982)	$ (19,296)	$ 0	$ 12,669
Issuance of shares of common stock for cash , net of issuance costs, shares						2,137,876
Issuance of shares of common stock for cash , net of issuance costs, amount	8,294,708	8,294,494		0	0	$ 214
Stock-based compensation	214,924	214,924	0	0	0	0
Foreign currency gain	824	0	0	824	0	0
Unrealized gain on investments	18,967	0	0	18,967	0	0
Net loss	(1,640,343)	0	(1,640,343)	0	0	$ 0
Balance, shares at Mar. 31, 2023						128,840,421
Balance, amount at Mar. 31, 2023	15,142,692	24,619,639	(9,490,325)	495	0	$ 12,883
Balance, shares at Dec. 31, 2022						126,702,545
Balance, amount at Dec. 31, 2022	8,253,612	16,110,221	(7,849,982)	(19,296)	0	$ 12,669
Net loss	(5,022,351)
Balance, shares at Sep. 30, 2023						132,667,107
Balance, amount at Sep. 30, 2023	17,464,984	30,326,463	(12,872,333)	(2,412)	0	$ 13,266
Balance, shares at Mar. 31, 2023						128,840,421
Balance, amount at Mar. 31, 2023	15,142,692	24,619,639	(9,490,325)	495	0	$ 12,883
Issuance of shares of common stock for cash , net of issuance costs, shares						1,628,546
Issuance of shares of common stock for cash , net of issuance costs, amount	5,146,730	5,146,567	0	0	0	$ 163
Stock-based compensation	228,812	228,812	0	0	0	0
Foreign currency gain	4,943	0	0	4,943	0	0
Net loss	(1,650,577)	0	(1,650,577)	0	0	$ 0
Issuance of restricted stock, shares						20,000
Issuance of restricted stock, amount	71,200	71,198	0	0	0	$ 2
Issuance of stock for option exercise, shares						175,045
Issuance of stock for option exercise, amount	18	0	0	0	0	$ 18
Exercised of warrants, shares						15,000
Exercised of warrants, amount	37,500	37,499	0	0	0	$ 1
Balance, shares at Jun. 30, 2023						130,679,012
Balance, amount at Jun. 30, 2023	18,981,318	30,103,715	(11,140,902)	5,438	0	$ 13,067
Stock-based compensation	153,016	153,016	0	0	0	0
Foreign currency gain	(7,850)	0	0	(7,850)	0	0
Net loss	(1,731,431)	0	(1,731,431)	0	0	$ 0
Issuance of stock for option exercise, shares						1,988,095
Issuance of stock for option exercise, amount	100,000	99,801	0	0	0	$ 199
Issuance of shares of common stock for cash , net of issuance costs	(30,069)	(30,069)	0	0	0	$ 0
Balance, shares at Sep. 30, 2023						132,667,107
Balance, amount at Sep. 30, 2023	17,464,984	30,326,463	(12,872,333)	(2,412)	0	$ 13,266
Balance, shares at Dec. 31, 2023						132,667,107
Balance, amount at Dec. 31, 2023	14,747,176	30,684,943	(15,953,504)	2,471	0	$ 13,266
Stock-based compensation	183,200	183,200	0	0	0	0
Net loss	(2,024,465)	0	(2,024,465)	0	0	$ 0
Issuance of shares of common stock for services, shares						3,339
Issuance of shares of common stock for services, amount	4,500	4,500	0	0	0	$ 0
Balance, shares at Mar. 31, 2024						132,670,446
Balance, amount at Mar. 31, 2024	12,910,411	30,872,643	(17,977,969)	2,471	0	$ 13,266
Balance, shares at Dec. 31, 2023						132,667,107
Balance, amount at Dec. 31, 2023	14,747,176	30,684,943	(15,953,504)	2,471	0	$ 13,266
Net loss	(7,658,602)
Balance, shares at Sep. 30, 2024						133,168,049
Balance, amount at Sep. 30, 2024	8,465,407	32,061,727	(23,612,106)	2,471	0	$ 13,315
Balance, shares at Mar. 31, 2024						132,670,446
Balance, amount at Mar. 31, 2024	12,910,411	30,872,643	(17,977,969)	2,471	0	$ 13,266
Issuance of shares of common stock for cash , net of issuance costs, shares						18,474
Issuance of shares of common stock for cash , net of issuance costs, amount	(25,658)	(25,660)	0	0	0	$ 2
Stock-based compensation	275,384	275,384	0	0	0	0
Net loss	(2,932,320)	0	(2,932,320)	0	0	$ 0
Issuance of shares of common stock for services, shares						243,415
Issuance of shares of common stock for services, amount	338,100	338,076	0	0	0	$ 24
Stock options issued for legal settlement	112,697	112,697	0	0	0	$ 0
Balance, shares at Jun. 30, 2024						132,932,335
Balance, amount at Jun. 30, 2024	10,678,614	31,573,140	(20,910,289)	2,471	0	$ 13,292
Issuance of shares of common stock for cash , net of issuance costs, shares						32,036
Issuance of shares of common stock for cash , net of issuance costs, amount	37,570	37,567	0	0	0	$ 3
Stock-based compensation	420,409	420,409	0	0	0	0
Net loss	(2,701,817)	0	(2,701,817)	0	0	$ 0
Issuance of shares of common stock for services, shares						24,918
Issuance of shares of common stock for services, amount	30,631	30,629	0	0	0	$ 2
Stock option cashless exercise, shares						178,760
Stock option cashless exercise, amount	0	(18)	0	0	0	$ 18
Balance, shares at Sep. 30, 2024						133,168,049
Balance, amount at Sep. 30, 2024	$ 8,465,407	$ 32,061,727	$ (23,612,106)	$ 2,471	$ 0	$ 13,315

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (7,658,602)	$ (5,022,351)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	79,040	63,582
Issuance of common stock for services	373,231	0
Stock-based compensation	878,993	667,950
Change in foreign currency translation	0	(2,083)
Gain on legal settlement	(22,303)	0
Inventory reserve	50,000	0
Changes in operating assets and liabilities:
Accounts receivable	(223,985)	(16,761)
Other accounts receivable	29,657	0
Unbilled accounts receivable	(226,594)	(779,412)
Inventory	(936,934)	(249,413)
Contract assets	(99,245)	0
Prepaid expenses	(73,768)	(263,009)
Other assets	(22,792)	0
Accounts payable and accrued expenses	197,158	(1,067,555)
Accrued contract loss provision	100,000	0
Unearned revenue	72,768	(17,049)
Other liabilities	(14,358)	(13,528)
Net cash used in operating activities	(7,497,734)	(6,699,629)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(75,000)	(51,813)
Purchases of equipment-in-process	(838,410)	0
Increase in intangible assets	(85,797)	(5,724)
Proceeds from the sale of investments	0	1,963,431
Net cash (used in) provided by investing activities	(999,207)	1,905,894
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the sale of common stock and option exercises	11,912	13,548,889
Net cash provided by financing activities	11,912	13,548,889
Net increase (decrease) in cash	(8,485,029)	8,755,154
Cash, beginning of period	10,445,404	4,046,937
Cash, end of period	1,960,375	12,802,091
Supplemental cash flow disclosures
Cash paid for interest	0	0
Cash paid for taxes	0	0
Supplemental disclsoure investing and financing activities
Reclassification of inventory to equipment-in-process	1,819,284	0
Cashless stock option exercise	$ 18	$ 0

Nature of Business and Presenta

Nature of Business and Presentation of Financial Statements	9 Months Ended
	Sep. 30, 2024
Nature of Business and Presentation of Financial Statements
Nature of Business and Presentation of Financial Statements	Note 1 – Nature of Business and Presentation of Financial Statements Description of the Company 374Water Inc. (the “Company”, “374Water”, “we”, “us”, or “our”) is a Delaware corporation which was formed in September 2005 as PowerVerde, Inc. At that time, the Company was focused on developing, commercializing, and marketing a series of unique electric generating power systems designed to produce electrical power with zero emissions or waste byproducts, based on a pressure-driven expander motor and related organic rankine cycle technology. On April 16, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger”) with 374Water Inc., a privately held company based in Durham, North Carolina (“374Water Private Company”), and 374Water Acquisition Corp., a newly-formed wholly-owned subsidiary of PowerVerde. Following the Merger, 374Water is developing a technology that destroys hazardous and non-hazardous waste such as sewage sludge, biosolids, food waste, and forever chemicals (e.g., “per-and polyfluoroalkyl substances” or “PFAS”) and in the process produces safe dischargeable waste streams, safe mineral effluent, safe vent gas and recoverable heat energy. We are in the process of developing AirSCWO, a proprietary waste treatment system based on “supercritical water oxidation.” We continue making progress towards commercializing our AirSCWO systems to provide the market with advanced clean and sustainable organic waste destruction technologies and solutions. Presentation of Financial Statements and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. It is management’s opinion that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report on Form 10-K of 374Water Inc. as of and for the year ended December 31, 2023 filed with the SEC on March 29, 2024. The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year or for future periods. The condensed consolidated financial statements include the accounts of 374Water Inc., 374Water Systems Inc, and 374Water Sustainability Israel LTD (currently inactive), each a wholly-owned subsidiary of 374Water Inc. Intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held $1,960,375 and $10,445,404 in cash and cash equivalents at September 30, 2024 and December 31, 2023, respectively. Accounts Receivable and Unbilled Accounts Receivable Accounts receivables consist of balances due from equipment and service revenues. Unbilled accounts receivables are from revenues earned but not yet billed and relate to one customer contract. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2024 and December 31, 2023, accounts receivable were considered to be fully collectible but in accordance with the allowance for credit losses, the Company recorded an allowance for bad debt based on a reserve of current and aged receivables which was not significant at September 30, 2024 and December 31, 2023. Other Accounts Receivable Other accounts receivable primarily consisted of accrued interest income from the cash held in an interest bearing money market account with a financial institution. We typically receive payment for accrued interest one month in arrears. Inventory, Net Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is raw materials and work in progress. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Costs associated with fabrication, and other costs associated with the manufacturing of products, are recorded as inventory. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales or usage forecasts, we perform an analysis to determine if a write-down for such excess inventories is required. Once inventory has been written down, it creates a new cost basis for inventory. Inventories are classified as current assets in accordance with recognized industry practice. Based on our evaluation, we estimated an inventory allowance of $50,000 and $0 at September 30, 2024 and December 31, 2023, respectively. Property and Equipment, Net Property and Equipment is recorded at cost. Expenses for maintenance and repairs are charged to expense as incurred. The following table represents property and equipment at September 30, 2024 and December 31, 2023: September 30, 2024 December 31, 2023 Computers $ 19,977 $ 16,489 Equipment 247,465 190,748 Vehicles 59,305 44,510 Total property and equipment 326,747 251,747 Less: accumulated depreciation (47,961 ) (20,776 ) Total property and equipment, net $ 278,786 $ 230,971 Property and equipment is recorded at cost. Depreciation is computed using the straight-line method and estimated useful lives of three to five years. Expenses for maintenance and repairs are charged to expense as incurred. Depreciation expense for the three months ended September 30, 2024 and 2023, was $10,276 and $2,376, respectively. Depreciation expense for the nine months ended September 30, 2024 and 2023, was $27,185 and $12,793, respectively. Equipment In-Process We are in the process of manufacturing and fabricating one of our AirSCWO systems that we plan to use for water treatment demonstration purposes (“Demo System”). We have capitalized the material and labor costs incurred to develop this Demo System, and had previously classified these costs within inventory. In the first quarter of 2024, we executed a contract with the City of Orlando, Florida to deploy the Demo System as part of a full-scale demonstration. We began the set up and commissioning process of this Demo System in the third quarter of 2024. Therefore, at September 30, 2024, we have-presented these costs in long-term assets, equipment-in-process which will be depreciated over an estimated useful life of ten years once the Demo System begins the full-scale demonstration. We will likely continue to develop and enhance this unit as we perform our demonstrations and continue progressing towards commercialization. Expenses incurred deemed to be maintenance and repairs will be expensed as incurred. Upgrades and enhancements that will improve the operational efficiency of the unit itself will be capitalized. Intangible Assets, Net Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. At September 30, 2024 and December 31, 2023, there was no impairment. Long-Lived Assets The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable. Recoverability of assets held and used is measured by a comparison of the carrying amount to the future undiscounted expected net cash flows to be generated by the asset. At September 30, 2024 and December 31, 2023, there were no impairments. Concentrations of Credit Risk Financial instruments and other items that potentially subject the Company to credit risk consist of cash and cash equivalents and customer concentrations. Deposits with financial institutions are insured, up to certain limits, by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s cash deposits often exceed the FDIC insurance limit; however, all deposits are maintained with high credit quality institutions and the Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. The Company believes the risk of any loss on cash due to credit risk is minimal. Furthermore, the Company performs ongoing credit evaluations of its customers and generally does not require collateral. Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. For the nine months ended September 30, 2024, two customers made up approximately 80% of our consolidated revenues. For the nine months ended September 30, 2023, over 96% of our consolidated revenues were from one customer. At September 30, 2024 and December 31, 2023, our unbilled receivables of $1,721,147 and $1,494,553, respectively, was due from one customer. At September 30, 2024, one customer accounted for 59% of our outstanding consolidated accounts receivable balance of $288,777. At of December 31, 2023, an accounts receivable concentration did not exist. During the nine months ended September 30, 2024 and 2023, the Company purchased a substantial portion of fabrication and manufacturing services from one related party vendor, Merrell Bros Fabrication, LLC (“Merrell Bros.”) (see Note 8). Refer to Note 9 for a license agreement we have with Duke University for the SCWO technology used in our systems. Revenue Recognition The Company follows the revenue standards of Codification (ASC) Topic 606: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation using the input method. The Company generates revenue from the sale of equipment (AirSCWO systems) and services, specifically the completion of treatability and demonstration services of various types of waste streams. In the case of revenues from AirSCWO systems, the Company’s performance obligations are satisfied over time over the life of the contract, which is currently a long-term fixed price contracts. Revenue is recognized over time by measuring the progress toward complete satisfaction of the performance obligation using specific milestones. These milestones within the contract are assigned revenue recognition percentages, based on overall expected cost-plus margin estimates of those milestones compared to the total cost of the contract. Equipment sale related contract revenues are recognized in proportion to the contract costs incurred compared to total estimated costs to complete. This method is used because management considers the input method to be the best available measure of progress on these contracts. Changes in our overall expected cost estimates are recognized as a cumulative adjustment for the inception-to-date effective of such change. If these changes in estimates result in a possible loss being incurred on the contract, we accrue for such a loss in the period such an outcome becomes probable. Services revenues, from treatability studies, are recognized when all five revenue recognition criteria have been completed which is generally when the Company has delivered a completed treatability study report to the customer. During the three months ended September 30, 2024, we deployed our Demo System to the City of Orlando’s Iron Bridge Regional Water Reclamation Facility pursuant to a contract executed in March 2024 as part of a full-scale demonstration (the “Demo Contract”). Pursuant to the Demo Contract, the Company is responsible for system design, installation, commissioning and the start-up of the AirSCWO unit at the facility. Further, the Company will operate and maintain the AirSCWO unit for a period of approximately three months and is required to treat no less than 400 metric tons of waste water during the three-month period. Lastly, the Company will decommission, disassemble and demobilize the AirSCWO unit after the contract period. The Company will receive $812,000 as consideration, of which $574,000 is subject to achieving the 400 metric ton performance requirement over the three-month period of operations and maintenance. In accordance with ASC 606-10-25-21, we have concluded that the Demo Contract includes one performance obligation as the various services required to be performed by the Company are interdependent and highly interrelated. Therefore, the various services are not separate and distinct. We will recognize revenue on this Demo Contract over the three-month period of operations and maintenance which is the point in time that the City of Orlando receives the benefit simultaneous to Company’s performance. We will invoice the City of Orlando in accordance with the contract terms. Invoices are due within thirty days of receipt. The City of Orlando has the right to cancel the Demo Contract for convenience with a twenty-day written notice but is responsible for paying the Company all amounts owed and outstanding for work performed prior to the effective termination date and costs and expenses incurred by the Company to uninstall, remove, relocate and delivery the AirSCWO unit but limited to $68,000. Contract costs include all direct material, labor and subcontractor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. As of September 30, 2024, we have capitalized $99,245 of costs incurred to date to fulfill the Demo contract which are presented as contract assets. We will expense these costs over the three-month demonstration period. General, selling, and administrative costs are charged to expenses as incurred. Refer to Note 6 for further disclosures related to our revenue. Accrued Contract Loss Provision and Onerous Contracts Onerous contracts are those where the costs to fulfill a contract exceed the consideration expected to be received under the contract. The revenue standard does not provide guidance on the accounting for onerous contracts or onerous performance obligations. GAAP contains other applicable guidance on the accounting for onerous contracts, and those requirements should be used to identify and measure onerous contracts. The Company’s outstanding equipment manufacturing contract on our sold unit is a fixed price contract (“Equipment Sale Contract”). Due to the nature of the contract, including customer specific equipment design, we applied ASC 605-35, Revenue Recognition—Provision for Losses on Construction-Type and Production-Type Contract (ASC 605-35). At September 30, 2024 and December 31, 2023, the Company evaluated the total costs incurred on this Equipment Sale Contract to date and the estimated costs it anticipates incurring to complete the contract. Based on this analysis, we accrued a total accrued loss provision of $600,000 and $500,000 at September 30, 2024 and December 31, 2023, respectively, which has been presented on the accompanying unaudited condensed consolidated balance sheets and is recorded within cost of revenues on the accompanying unaudited condensed consolidated statements of operations. Stock-based Compensation and Change in Accounting Policy The Company accounts for stock-based compensation under the provisions of ASC Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. Prior to January 1, 2024, the Company had elected to estimate options granted for which the requisite service period would not be rendered, due to the option being forfeited or expiring. The forfeiture rate estimate was based on the percentage of cumulative forfeitures to the total award grants. During the quarter ended December 31, 2023, the Company compared its actual forfeiture rate to its estimated forfeiture rate and made a cumulative adjustment of approximately $55,000 in the quarter ended December 31, 2023 to reduce its forfeiture rate estimate to approximately 5% of the total stock-based compensation recognized during the year. Effective January 1, 2024, the Company made a change in its accounting policy to recognize forfeitures on service-based stock award instruments as they occur. Due to the lack of history available to adequately estimate its forfeiture rate and the fact that the majority of its serviced based options include a one-year cliff vesting and monthly vesting after, the Company believes recognizing forfeitures as they occur will result in more accurate financial reporting. The change in this accounting policy did not have a significant impact on the current or prior period financial statements. Leases The Company accounts for leases under ASC Topic 842, Leases Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term. At September 30, 2024 and December 31, 2023, we did not have any leases with terms that exceed 12 months. Income Tax Policy The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. Accounting for Uncertainty in Income Taxes The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions at September 30, 2024 and December 31, 2023. Research and Development Costs The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $1,526,294 and $945,443 for the nine months ended September 30, 2024, and 2023, respectively, and $424,579 and $317,573, for the three months ended September 30, 2024, and 2023, respectively, Earnings (Loss) Per Share Loss per share is computed in accordance with ASC Topic 260, “Earnings per Share.” Basic weighted-average number of shares of common stock outstanding for the nine-months ended September 30, 2024 and 2023 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. At September 30, 2024, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 17,207,510 shares of common stock, 1,235,000 warrants, and unvested restricted stock awards of 3,053,742. At September 30, 2023, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 10,628,000 shares of common stock and 1,235,000 warrants. Financial Instruments The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, reserve for obsolete inventory, accrued contract loss provisions, total estimated costs to be incurred on long-term contracts, and valuation allowance against deferred tax assets. Recent Accounting Pronouncements - Not Yet Adopted In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements. In November 2023, FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is: · significant to the segment, · regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and · included in the reported measure of segment, profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements.

Liquidity Capital Resources and

Liquidity Capital Resources and Going Concern	9 Months Ended
	Sep. 30, 2024
Liquidity Capital Resources and Going Concern
Liquidity, Capital Resources and Going Concern	Note 3 – Liquidity, Capital Resources and Going Concern In accordance with ASU No. 2014-15 Presentation of Financial Statements – Going Concern (subtopic 205-40), the Company’s management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. At September 30, 2024, the Company had working capital of $4,484,164 and cash on hand of $1,960,375. At September 30, 2024, the Company had an accumulated deficit of $23,612,106. For the nine months ended September 30, 2024, the Company had a net loss of $7,658,602 and used $7,497,734 of net cash in operations for the period, respectively. Further, we expect to incur substantial losses until we can successfully commercialize and market our AirSCWO systems, as to which there can be no assurance that this will occur. These conditions raise substantial doubt regarding our ability to continue as a going concern as the Company will need additional debt or equity financing or a combination of both to continue its operations and meet its financial obligations for twelve months from the date these condensed consolidated financial statements were issued. Presently, the Company will need additional debt or equity financing or a combination of both to continue its operations and meet its financial obligations for at least the next twelve months from the date these condensed consolidated financial statements were issued and beyond. We may consume available resources more rapidly than currently anticipated, resulting in the need for additional funding. We expect to incur continuing losses and negative cash flows from operations for the foreseeable future. Since inception, we have financed our operations principally through the sale of debt and equity securities and operating cash flows. We have an at-the-market (ATM) equity offering under which we may issue up to $100 million of common stock, subject to applicable law. During the nine months ended September 30, 2024 and year ended December 31, 2023, we raised approximately $12,000 and $13,400,000 respectively, of net proceeds through this ATM. The Company is evaluating strategies to obtain the required additional funding for future operations. Any additional debt or equity financing that the Company obtains may substantially dilute the ownership held by our existing stockholders. The economic dilution to our shareholders will be significant if our stock price does not materially increase, or if the effective price of any sale is below the price paid by a particular investor. The Company may be unable to access further equity or debt financing when needed or obtain additional financing under acceptable terms, if at all. We may decide to raise additional capital through a variety of sources in the short-term and in the long-term, including but not limited to: · the public equity markets; · private equity financings; · collaborative arrangements; · asset sales; and/or · public or private debt. If the Company is unable to raise additional capital, there is a risk that the Company could be required to discontinue or significantly reduce the scope of its operations. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2024
Inventory
Inventory	Note 4 – Inventory Inventory consists of: Name Balance at September 30, 2024 Balance at December 31, 2023 Raw materials $ 1,394,327 $ 457,393 Work-in-process - 1,819,284 Less: inventory reserves (50,000 ) — Total $ 1,344,327 $ 2,276,677

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2024
Intangible Assets
Intangible Assets	Note 5 – Intangible Assets Intangible assets, net, are comprised of the following at September 30, 2024 and December 31, 2023: Name Estimated Life Balance at December 31, 2023 Additions Amortization Balance at September 30, 2024 License agreement 17 Years $ 901,929 $ - $ (47,196 ) $ 854,733 Patents 20 Years 86,100 85,797 (4,659 ) 167,238 Total $ 988,029 $ 85,797 $ (51,855 ) $ 1,021,971 Amortization expense for the three months ended September 30, 2024 and 2023, was $17,812 and $16,925, respectively, which is included in general and administrative expenses on the condensed consolidated statements of operations. Amortization expense for the nine months ended September 30, 2024 and 2023, was $51,855 and $50,789. respectively, which is included in general and administrative expenses on the condensed consolidated statements of operations. Estimated future amortization expense for the years ended December 31: Amount 2024 (remaining) $ 18,057 2025 72,228 2026 72,228 2027 72,228 2028 72,228 Thereafter 715,002 Intangible assets, Net $ 1,021,971

Revenue

Revenue	9 Months Ended
	Sep. 30, 2024
Revenue
Revenue	Note 6 – Revenue The following is a summary of our revenues by type for the three and nine-month periods ended September 30, 2024 and 2023: Three Months Ended Nine Months Ended Name September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Equipment revenue $ - 0 % $ (10,027 ) -82 % $ 305,869 51 % $ 833,294 96 % Service revenue 81,490 100 % 22,317 182 % 127,720 49 % 30,317 4 % Total $ 81,490 100 % $ 12,290 100 % $ 433,589 100 % $ 863,611 100 % Unbilled Accounts Receivable The following is a summary of our unbilled accounts receivable activity for the nine months ended September 30, 2024 and the year ended December 31, 2023: Name Balance at September 30, 2024 Balance at December 31, 2023 Unbilled accounts receivable at beginning of year $ 1,494,553 $ 918,164 Services performed but unbilled 285,806 1,061,612 Services billed (59,212 ) (485,223 ) Unbilled accounts receivable at end of period $ 1,721,147 $ 1,494,553 Unearned Revenue The following is a summary of our unearned revenue activity for the nine months ended September 30, 2024 and year ended December 31, 2023: Name Balance at September 30, 2024 Balance at December 31, 2023 Unearned revenue at beginning of year $ 130,000 $ 200,109 Billings deferred 172,768 58,000 Refundable deposit returned (100,000 ) - Recognition of prior unearned revenue - (128,109 ) Unearned revenue at end of period $ 202,768 $ 130,000 We anticipate recognizing the unearned revenue as of September 30, 2024 within the next twelve months.

Stockholder Equity

Stockholder Equity	9 Months Ended
	Sep. 30, 2024
Stockholder Equity
Stockholder' Equity	Note 7 – Stockholders’ Equity The Company is authorized to issue 50,000,000 shares of preferred stock and 200,000,000 shares of common stock both with a par value of $0.0001. Preferred Stock On October 30, 2020, the Company designated 1,000,000 shares of preferred stock as Series D Convertible Preferred Stock with a par value of $0.0001. At September 30, 2024, there were no shares of preferred stock issued and outstanding. Common Stock The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the directors’ election. There is no right to cumulative voting in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends, subject to the prior rights of holders of preferred stock and any contractual restrictions the Company has against the payment of dividends on common stock. In the event of liquidation or dissolution of the Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no pre-emptive rights and have no right to convert their common stock into any other securities. At September 30, 2024, there were 133,168,049 shares of common stock issued and outstanding. Common Stock Sales In December 2022, the Company entered into an open market sale agreement with a sales agent pursuant to which the Company may offer and sell shares of its common stock from time to time through the sales agent. Sales of common stock, if any, will be made at market prices by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Company has no obligation to sell any shares of common stock under the open market sale agreement and may at any time suspend offers under the open sale market agreement, in whole or in part, or terminate the open market sale agreement. During the nine months ended September 30, 2024, a total of 50,510 shares of common stock were sold pursuant to the open market sale agreement resulting in gross proceeds of approximately $62,000, and issuance costs consisting of $1,560 in commission fees and approximately $49,100 of accounting and legal fees for net proceeds of approximately $12,000. During the nine months ended September 30, 2023, a total of 3,766,422 shares of common stock were sold pursuant to the open market sale agreement resulting in net proceeds of $13,441,000 in proceeds, net of $230,000 of commission fees and $110,000 of accounting and legal fees. At September 30, 2024, a total of 3,816,932 shares of common stock have been sold pursuant to the open market sale agreement. At September 30, 2024, approximately $86,154,000 remains available to be sold in the Company’s at-the-market offerings, subject to various limitations. Common Stock for Services During the nine months ended September 30, 2024, we issued 31,672 fully vested shares of common stock to service providers with an aggregate fair value of $39,631 based on the market price of our common stock on date of grant. During the nine months ended September 30, 2024, we issued an aggregate of 240,000 fully vested shares of restricted common stock to our board of directors with a fair value of $333,600 based on the market price of our common stock on the date of grant. During the nine months ended September 30, 2024, aggregate expense associated with shares of common stock issued for services was $373,231 which has been included in general and administrative expenses on the condensed unaudited consolidated statements of operations. During the nine months ended September 30, 2023, we issued 20,000 fully vested shares of restricted common stock to two former employees with a fair value of $71,200 based on the market price of our common stock on date of grant. Stock-Based Compensation During the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation of $878,993 and $667,950, respectively, for restricted stock units and options granted to employees and various consultants of the Company. For the nine months ended September 30, 2024, $719,786 of the stock-based compensation was charged as general and administrative expenses and $159,207 as research and development expenses in the accompanying unaudited condensed consolidated statements of operations. For the nine months ended September 30, 2023, $583,549 was charged as general and administrative expenses and $84,401 as research and development expenses in the accompanying unaudited condensed consolidated statements of operations. Stock Options Stock options issued under the Company’s 2021 Equity Incentive Plan, as amended (the “2021 Plan”), initially reserved and authorized a total of 10,000,000 shares of our common stock for issuance under the 2021 Plan. At the 2024 Annual Meeting of Stockholders held on June 13, 2024, the Company’s stockholders approved an amendment to the Company’s 2021 Plan to increase the number of shares of common stock authorized and issuable pursuant to the 2021 Plan by 14,000,000 shares for a total of 24,000,000 shares. Stock option activity for the nine months ended September 30, 2024 is summarized as follows: Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2023 10,828,174 * $ 0.83 $ 6,374,433 4.66 Granted 50,000 1.40 — — Exercised — — — — Expired/forfeit (137,924 ) 2.65 — — Options outstanding at March 31, 2024 10,740,250 * $ 0.81 $ 4,826,248 4.35 Granted 6,287,000 1.26 — — Exercised — — — — Expired/forfeit (136,250 ) 2.88 — — Options outstanding at June 30, 2024 16,891,000 * $ 0.96 $ 4,053,840 6.09 Re-issuance of previously forfeited options 700,000 0.12 — — Granted 276,742 1.38 — — Exercised (446,901 ) 1.05 — — Expired/forfeit (213,331 ) 3.02 — — Options outstanding at September 30, 2024 17,207,510 * 0.89 8,125,863 5.67 Options exercisable at September 30, 2024 9,737,166 $ 0.53 $ 4,294,227 2.94 *Includes 7,675,000 options granted outside of our 2021 Plan. In connection with the Merger (see Note 1) 7,400,000 were not granted under the 2021 Plan and the 275,000 options granted to settle a legal matter (see Note 9) were granted outside of the 2021 Plan. During the three months ended September 30, 2024, we made an adjustment to our stock option activity to add back 700,000 fully vested stock options reissued to a consultant that were previously granted that had been presented as forfeited in prior periods. The service agreement with this consultant was terminated on October 15, 2024. These options have an exercise price of $0.12 per share and expire July 15, 2025. During the nine months ended September 30, 2024, the option grants primarily consisted of 5,250,000 options granted to the Company’s Chief Executive Officer (“CEO”, see Note 9), 231,000 options granted to the Company’s Chief Operating Officer (“COO”, see Note 9), 481,000 options granted a key employee pursuant to an employment agreement and 376,742 granted to employees and non-employees. Further, 275,000 options were granted pursuant to a legal settlement (see Note 9). The average grant-date fair value of the granted options was $0.47. Of the total options granted during the nine months ended September 30, 2024, 3,151,871 of the options include performance conditions. The performance-based options vest as follows: 50% vest upon the achievement of Operating Profit, as defined in the employment agreements, and 50% upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. The restricted stock units with the revenue target begin vesting once the Company achieves $15 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of restricted stock units that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027. The aggregate grant-date fair value of these performance-based options is $1,477,251. During the nine months ended September 30, 2024, the Company did not recognize any stock-based compensation associated with these options as the probability of the performance conditions being met was deemed remote. Total unrecognized compensation associated with unvested time-based options is approximately $2,417,287 which will be recognized based on the options associated vesting schedules over a period of approximately 1.67 years. During the nine months ended September 30, 2024, $696,720 of our stock-based compensation was associated with the time-based stock options. The fair value of these options granted were estimated on the date of grant, using the Black-Scholes option-pricing model with the following assumptions. This does not include options related to a settlement which were issued during the year and will be discussed in Footnote 9 - Commitments: September 30, 2024 September 30, 2023 Dividend yield 0.00 % 0.00 % Expected life 6.25 Years 5.45 – 6.53 Years Expected volatility 26.20.-27.39 % 30.00-35.88 % Risk-free interest rate 3.77-4.65 % 3.57-4.43 % Restricted Stock Units During the nine months ended September 30, 2024, the Company granted an aggregate of 3,053,742 unvested restricted stock units under the 2021 Plan as follows: 2,250,000 our Chief Executive Officer (Note 9), 231,000 to our Chief Operating Officer (Note 9), and 572,742 to key employees of the Company. These unvested restricted stock units consist of 1,401,871 units with time-based vesting provisions and 1,651,871 units with performance-based vesting provisions. The performance-based units vest as follows: 50% vest upon the achievement of Operating Profit, as defined in the employment agreements, and 50% upon the achievement of revenue targets between $15.0 and $100 million by the end of fiscal year 2028. The restricted stock units with the revenue target begin vesting once the Company achieves $15.0 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of restricted stock units that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027. The grant-date fair value of the restricted stock units was determined using the market price of our common stock on the date of grant which ranged from $1.09 to $1.30. At September 30, 2024, we have $2,075,299 of unrecognized stock-based compensation associated with the restricted stock units with a performance condition which will be recognized when the performance conditions are probable of being met. At September 30, 2024, the Company had $1,580,526 of unrecognized stock-based compensation associated with the time vesting restricted stock units which will be recognized over a period of approximately 3.75 years. During the nine months ended September 30, 2024, $182,273 of our stock-based compensation was associated with the time-based restricted stock units. A summary of our outstanding nonvested restricted stock units is as follows: Weighted-Average Grant Date Amount Fair Value Nonvested, beginning of the period - $ - Granted 3,053,742 1.26 Vested - - Forfeited - - Nonvested,end of the period 3,053,742 $ 1.26 Warrants At September 30, 2024, there were 1,235,000 warrants outstanding which relate to a private placement offering consummated in December 2021, where investors were offered a warrant for every two shares of common stock purchased in the offering at an exercise price of $2.50 per share. These warrants will expire in December of 2024. At September 30, 2024, the intrinsic value was nil based on the market price of our common stock.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions
Related Party Transactions	Note 8 - Related Party Transactions On July 7, 2021, we entered into a manufacturing and services agreement (the “Original M&S Agreement”) to fabricate and manufacture the AirSCWO systems with Merrell Bros. Fabrication, LLC (“Merrell Bros.”). As part of the agreement, the Company appointed Terry Merrell, one of the owners of Merrell Bros., to its board of directors. At September 30, 2024, Merrell Bros. or their affiliates own stock below 5% of the outstanding common stock. For the nine-month period ending September 30, 2024 and 2023, the Company incurred $240,559 and $737,775, respectively, in related party expenses, all of which was related to non-recurring labor and other operating costs associated with the manufacturing of our AirSCWO systems. At September 30, 2024 and December 31, 2023, accounts payable and accrued expenses include $33,593 and $125,282, respectively, due to Merrell Bros. for manufacturing related services provided. On March 27, 2024, we executed a supplemental manufacturing and services agreement (the “Supplemental M&S Agreement”) with Merrell Bros. as Merrell Bros. indicated to us their intent to not renew the Original M&S Agreement and we indicated our desire to relocate to a larger manufacturer facility with more square footage dedicated to expanding our manufacturing operations. In connection with executing the Supplement M&S Agreement, Merrell Bros. provided us with a written non-renewal notice. Accordingly, the Original M&S Agreement terminated on its original expiration date of July 7, 2024. The Supplemental M&S Agreement became effective on July 7, 2024 and replaced the Original M&S Agreement. Under the Supplemental M&S Agreement, our relationship and the manufacturing services provided by Merrell Bros. will continue an as needed basis based on statements of work to be agreed upon by both parties to fulfill future and current manufacturing orders. The term of the Supplemental M&S Agreement is one year from July 7, 2024 with a one-year renewal upon a mutually executed written extension. Either party may terminate this Supplement M&S Agreement upon written notice of such a termination, specifying the extent to which performance of work is terminated and the effective date of termination. Merrell Bros. agreed to extend the expiration date of the Original M&S Agreement through July 31, 2024, to allow for our transition and move to our own facility. See subsequent events Note 10.

Commitments

Commitments	9 Months Ended
	Sep. 30, 2024
Commitments
Commitments	Note 9 - Commitments License Agreement The SCWO technology is licensed to 374Water pursuant to a non-exclusive worldwide license agreement with Duke executed on April 16, 2021 (the “License Agreement”). In connection with the License Agreement, 374Water also executed an equity transfer agreement with Duke pursuant to which Duke received shares of common stock of the Company (See Notes 5 and 7). Under the terms of the License Agreement, the Company is required to make royalty payments based on a percentage of licensed product sales, as defined in the License Agreement which is triggered by the sale of licensed products. Further, the Company is also required to pay royalties on a percentage of sublicensing fees. The Company will reimburse Duke for any ongoing patent expenses incurred. During the nine-month period ending September 30, 2024, the Company has not incurred any expenses in connection with this License Agreement. The Company may terminate the license agreement anytime by providing Duke 60 days’ written notice. Legal Settlement In 2023, the Company was named in a lawsuit filed against its former stock transfer agent (“Former TA”) by certain unrelated individuals asserting claims for negligence, conversion, and various breaches. The Former TA issued 175,000 shares of Company common stock to the State of Delaware in accordance with escheat laws after the Former TA was unable to issue the shares of common stock to the individuals. While the Company was not at fault in the matter, due to certain indemnification clauses between the Company and the Former TA, the Company was part of the settlement with the individuals. This matter was fully settled on May 31, 2024 with an aggregate of 275,000 fully vested common stock options granted to the unrelated individuals. These stock options were granted outside of the 2021 Plan. The stock options have an exercise price of $1.25, equal to the market price of our common stock on the settlement date, and an exercise period of five years. At December 31, 2023, the Company had accrued $135,000 as an estimated legal settlement for this pending matter based on the estimated grant-date fair value of these options using a Black-Scholes valuation model and the following assumptions: stock price and exercise price of $1.33, risk free rate 4.43%, expected term five years, and volatility of 26.36%. Upon the matter being formally settled on May 31, 2024, we determined the grant-date fair value of the options using a Black-Scholes valuation model to be $112,697 and the following assumptions: stock price and exercise price of $1.25, risk free rate 4.52%, expected term five years, and volatility of 27.43%. The Company recognized a gain of $22,303 upon the settlement of this legal matter which is reflected in professional fees on the unaudited condensed statements of operations. In the ordinary course of business, the Company may be the subject of, or party to, various pending or threatened legal actions which could result in a material adverse outcome for which the related damages may not be estimable. The Company does not believe any legal action would have a significant impact on the financials other than the matter disclosed above. However, there is inherent uncertainty regarding such matters. Employment Agreements CEO On April 19, 2024, the Company entered into an employment agreement with Christian Gannon (the “Employment Agreement”), for Mr. Gannon to serve as President and Chief Executive Officer (“CEO”) of the Company effective April 22, 2024 (the “Start Date”). The Employment Agreement provides for an initial annual salary for Mr. Gannon of $450,000. Mr. Gannon is also eligible to earn an annual fiscal year performance bonus for each whole or partial fiscal year of his employment period with the Company; for the initial year under the Employment Agreement in accordance with certain milestones set forth by the Company, and thereafter as determined by the compensation Committee of the Company and the Board of Directors of the Company. Mr. Gannon is eligible to earn a performance bonus up to 125% of Mr. Gannon’s then-current base salary (the “Annual Bonus”) if certain milestones are met as defined in the Employment Agreement. Under the Employment Agreement and subject to the terms of the Company’s 2021 Plan, Mr. Gannon was granted up to 2,250,000 Restricted Stock Units (as defined in the Plan) under the Plan, vesting as follows: (a) 250,000, on the first annual anniversary of the Start Date; (b) 750,000, in equal increments on the last day of every month thereafter over the following 36 months, subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 1,250,000, pursuant to certain performance related milestones set forth by the Company and defined in the Employment Agreement (collectively, the “Gannon Restricted Stock Units”). Additionally, pursuant to the Employment Agreement and the terms of the 2021 Plan, Mr. Gannon was granted 5,250,000 Options (as defined in the 2021 Plan) under the 2021 Plan vesting as follows: (a) 625,000, on the first annual anniversary of the Start Date; (b) 1,875,000, in equal installments on the last day of every month thereafter over the following 36 months subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 2,750,000, pursuant to certain performance related milestones set forth by the Company and defined in the Employment Agreement (collectively, the “Gannon Options”, and together with the Gannon Restricted Stock Units, the “Gannon Equity Awards”). See Note 7 for further disclosures on the vesting performance related milestones. If the Employment Agreement is terminated by the Company without “Cause” or by Mr. Gannon for “Good Reason” (each as defined in the Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. Gannon 100% of his then-current annual base salary in 12 equal installments; (ii) any earned but unpaid Annual Bonus; (iii) coverage to Mr. Gannon and his dependents under the Company’s then current medical, health, and vision insurance plans for 12 months; and (iv) if such separation occurs on or after the first anniversary of the Start Date, (x) a pro-rated Annual Bonus for the fiscal year in which the employment is terminated equal to the pro-rated Annual Bonus that Mr. Gannon would have received based on actual performance for such fiscal year if Mr. Gannon was employed by the Company, and (y) accelerated vesting with respect to the Gannon Equity Awards as if Mr. Gannon had remained employed by the Company through the first anniversary of the date of such separation. The Employment Agreement contains covenants for the benefit of the Company relating to the protection of the Company’s confidential information and standard Company indemnification obligations. COO On May 16, 2024 (the “Meyers Effective Date”), we entered into an employment agreement with Brad Meyers (the “COO Employment Agreement”), for Mr. Meyers to continue to serve as Chief Operating Officer (“COO”) of the Company, a position he has held since November 6, 2023. The COO Employment Agreement provides for an initial annual base salary for Mr. Meyers of $300,000. Mr. Meyers is also eligible to earn an annual fiscal year performance bonus with a target amount equal to 50% of Mr. Meyers’ then base-salary (the “Meyers Annual Bonus”). Under the COO Employment Agreement and subject to the terms of the 2021 Plan , Mr. Meyers was granted 231,000 Restricted Stock (as defined in the 2021 Plan) and stock options for 231,000 (collectively, the “Meyers Equity Awards”), vesting as follows: (a) with respect to 115,500 Restricted Stock and 115,500 shares subject to stock options (“Options”), 25% vest on the first anniversary of the Effective Date, and the remaining 75% vest in equal increments on the last day of every month thereafter over the following 36 month, subject to Mr. Meyer’s continued employment with the Company on each vesting date: and (b) with respect to the remaining 115,500 Restricted Stock and 115,000 Options, each vest in accordance with a performance based milestones set forth by the Company and defined in the COO Employment Agreement. See Note 7 for further disclosures on the vesting performance - If the COO Employment Agreement is terminated by the Company without “Cause” or by Mr. Meyers for “Good Reason” (each as defined in the COO Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which the Company will be obligated to (i) pay Mr. Meyers six months of his then-current annual base salary in six equal installments; (ii) any earned but unpaid Meyer’s Annual Bonus; (iii) coverage to Mr. Meyers and his dependents under the Company’s then current medical, health, and vision insurance plans for six months; and (iv) if such separation occurs on the day or after the first year anniversary of employment of the Meyers Effective Date, (x) a pro-rated Annual Bonus for the fiscal year in which the employment is terminated equal to the pro-rated Annual Bonus that Mr. Meyers would have received based on actual performance for such fiscal year if Mr. Meyers was employed by the Company, and (y) accelerated vesting with respect to the Meyers Equity Awards as if Mr. Meyers had remained employed by the Company through the six-month anniversary of the date of such separation. The Employment Agreement contains covenants for the benefit of the Company relating to protection of the Company’s confidential information and standard Company indemnification obligations.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events
Subsequent Events	Note 10 – Subsequent Events On October 15, 2024, a lease for our new laboratory space located in North Carolina commenced upon substantial completion of all tenant improvements by the landlord. The term of the lease began September 1, 2024 and ends in sixty-one months or October 1, 2029 with one five-year extension period. Monthly rental payments required under the lease are subject to annual increases and range from $14,235 - $16,503 over the initial term of the lease. This lease will be accounted for under ASC Topic 842, Leases On November 4, 2024, our former Chief Executive Officer and Chairman of the Board filed a complaint against the Company alleging unpaid wages and a bonus. Management, in consultation with its attorneys, cannot reasonably estimate a loss associated with this complaint, at this time, as the matter is early in the process. If we are unsuccessful in defending this matter, we do not believe it would have a material impact to our financial position or results of operations. On November 11, 2024, the Company’s board of directors approved a registered offering for the sale of units consisting of common stock and the issuance of warrants. The transaction is expected to close before year-end 2024, subject to customary closing conditions for a transaction of this type.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Cash and Cash Equivalents	The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company held $1,960,375 and $10,445,404 in cash and cash equivalents at September 30, 2024 and December 31, 2023, respectively.
Accounts Receivable and Unbilled Accounts Receivable	Accounts receivables consist of balances due from equipment and service revenues. Unbilled accounts receivables are from revenues earned but not yet billed and relate to one customer contract. The Company monitors accounts receivable and provides allowances when considered necessary. At September 30, 2024 and December 31, 2023, accounts receivable were considered to be fully collectible but in accordance with the allowance for credit losses, the Company recorded an allowance for bad debt based on a reserve of current and aged receivables which was not significant at September 30, 2024 and December 31, 2023.
Other Accounts Receivable	Other accounts receivable primarily consisted of accrued interest income from the cash held in an interest bearing money market account with a financial institution. We typically receive payment for accrued interest one month in arrears.
Inventory, Net	Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is raw materials and work in progress. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. Costs associated with fabrication, and other costs associated with the manufacturing of products, are recorded as inventory. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales or usage forecasts, we perform an analysis to determine if a write-down for such excess inventories is required. Once inventory has been written down, it creates a new cost basis for inventory. Inventories are classified as current assets in accordance with recognized industry practice. Based on our evaluation, we estimated an inventory allowance of $50,000 and $0 at September 30, 2024 and December 31, 2023, respectively.
Property and Equipment, Net	Property and Equipment is recorded at cost. Expenses for maintenance and repairs are charged to expense as incurred. The following table represents property and equipment at September 30, 2024 and December 31, 2023: September 30, 2024 December 31, 2023 Computers $ 19,977 $ 16,489 Equipment 247,465 190,748 Vehicles 59,305 44,510 Total property and equipment 326,747 251,747 Less: accumulated depreciation (47,961 ) (20,776 ) Total property and equipment, net $ 278,786 $ 230,971 Property and equipment is recorded at cost. Depreciation is computed using the straight-line method and estimated useful lives of three to five years. Expenses for maintenance and repairs are charged to expense as incurred. Depreciation expense for the three months ended September 30, 2024 and 2023, was $10,276 and $2,376, respectively. Depreciation expense for the nine months ended September 30, 2024 and 2023, was $27,185 and $12,793, respectively.
Equipment In-Process	We are in the process of manufacturing and fabricating one of our AirSCWO systems that we plan to use for water treatment demonstration purposes (“Demo System”). We have capitalized the material and labor costs incurred to develop this Demo System, and had previously classified these costs within inventory. In the first quarter of 2024, we executed a contract with the City of Orlando, Florida to deploy the Demo System as part of a full-scale demonstration. We began the set up and commissioning process of this Demo System in the third quarter of 2024. Therefore, at September 30, 2024, we have-presented these costs in long-term assets, equipment-in-process which will be depreciated over an estimated useful life of ten years once the Demo System begins the full-scale demonstration. We will likely continue to develop and enhance this unit as we perform our demonstrations and continue progressing towards commercialization. Expenses incurred deemed to be maintenance and repairs will be expensed as incurred. Upgrades and enhancements that will improve the operational efficiency of the unit itself will be capitalized.
Intangible Assets, Net	Intangible assets are subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” Intangible assets are stated at historical cost and amortized over their estimated useful lives. The Company uses a straight-line method of amortization unless a method that better reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up can be reliably determined. At September 30, 2024 and December 31, 2023, there was no impairment.
Long-lived Assets	The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the undiscounted cash flows over the remaining life of its long-lived assets, or related group of assets where applicable, in measuring whether the assets to be held and used will be realizable. Recoverability of assets held and used is measured by a comparison of the carrying amount to the future undiscounted expected net cash flows to be generated by the asset. At September 30, 2024 and December 31, 2023, there were no impairments.
Concentrations of Credit Risk	Financial instruments and other items that potentially subject the Company to credit risk consist of cash and cash equivalents and customer concentrations. Deposits with financial institutions are insured, up to certain limits, by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s cash deposits often exceed the FDIC insurance limit; however, all deposits are maintained with high credit quality institutions and the Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. The Company believes the risk of any loss on cash due to credit risk is minimal. Furthermore, the Company performs ongoing credit evaluations of its customers and generally does not require collateral. Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases. For the nine months ended September 30, 2024, two customers made up approximately 80% of our consolidated revenues. For the nine months ended September 30, 2023, over 96% of our consolidated revenues were from one customer. At September 30, 2024 and December 31, 2023, our unbilled receivables of $1,721,147 and $1,494,553, respectively, was due from one customer. At September 30, 2024, one customer accounted for 59% of our outstanding consolidated accounts receivable balance of $288,777. At of December 31, 2023, an accounts receivable concentration did not exist. During the nine months ended September 30, 2024 and 2023, the Company purchased a substantial portion of fabrication and manufacturing services from one related party vendor, Merrell Bros Fabrication, LLC (“Merrell Bros.”) (see Note 8). Refer to Note 9 for a license agreement we have with Duke University for the SCWO technology used in our systems.
Revenue Recognition	The Company follows the revenue standards of Codification (ASC) Topic 606: “Revenue from Contracts with Customers (Topic 606).” The core principle of this Topic is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized in accordance with that core principle by applying the following five steps: 1) identify the contracts with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when (or as) we satisfy a performance obligation using the input method. The Company generates revenue from the sale of equipment (AirSCWO systems) and services, specifically the completion of treatability and demonstration services of various types of waste streams. In the case of revenues from AirSCWO systems, the Company’s performance obligations are satisfied over time over the life of the contract, which is currently a long-term fixed price contracts. Revenue is recognized over time by measuring the progress toward complete satisfaction of the performance obligation using specific milestones. These milestones within the contract are assigned revenue recognition percentages, based on overall expected cost-plus margin estimates of those milestones compared to the total cost of the contract. Equipment sale related contract revenues are recognized in proportion to the contract costs incurred compared to total estimated costs to complete. This method is used because management considers the input method to be the best available measure of progress on these contracts. Changes in our overall expected cost estimates are recognized as a cumulative adjustment for the inception-to-date effective of such change. If these changes in estimates result in a possible loss being incurred on the contract, we accrue for such a loss in the period such an outcome becomes probable. Services revenues, from treatability studies, are recognized when all five revenue recognition criteria have been completed which is generally when the Company has delivered a completed treatability study report to the customer. During the three months ended September 30, 2024, we deployed our Demo System to the City of Orlando’s Iron Bridge Regional Water Reclamation Facility pursuant to a contract executed in March 2024 as part of a full-scale demonstration (the “Demo Contract”). Pursuant to the Demo Contract, the Company is responsible for system design, installation, commissioning and the start-up of the AirSCWO unit at the facility. Further, the Company will operate and maintain the AirSCWO unit for a period of approximately three months and is required to treat no less than 400 metric tons of waste water during the three-month period. Lastly, the Company will decommission, disassemble and demobilize the AirSCWO unit after the contract period. The Company will receive $812,000 as consideration, of which $574,000 is subject to achieving the 400 metric ton performance requirement over the three-month period of operations and maintenance. In accordance with ASC 606-10-25-21, we have concluded that the Demo Contract includes one performance obligation as the various services required to be performed by the Company are interdependent and highly interrelated. Therefore, the various services are not separate and distinct. We will recognize revenue on this Demo Contract over the three-month period of operations and maintenance which is the point in time that the City of Orlando receives the benefit simultaneous to Company’s performance. We will invoice the City of Orlando in accordance with the contract terms. Invoices are due within thirty days of receipt. The City of Orlando has the right to cancel the Demo Contract for convenience with a twenty-day written notice but is responsible for paying the Company all amounts owed and outstanding for work performed prior to the effective termination date and costs and expenses incurred by the Company to uninstall, remove, relocate and delivery the AirSCWO unit but limited to $68,000. Contract costs include all direct material, labor and subcontractor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. As of September 30, 2024, we have capitalized $99,245 of costs incurred to date to fulfill the Demo contract which are presented as contract assets. We will expense these costs over the three-month demonstration period. General, selling, and administrative costs are charged to expenses as incurred. Refer to Note 6 for further disclosures related to our revenue.
Accrued Contract Loss Provision and Onerous Contracts	Onerous contracts are those where the costs to fulfill a contract exceed the consideration expected to be received under the contract. The revenue standard does not provide guidance on the accounting for onerous contracts or onerous performance obligations. GAAP contains other applicable guidance on the accounting for onerous contracts, and those requirements should be used to identify and measure onerous contracts. The Company’s outstanding equipment manufacturing contract on our sold unit is a fixed price contract (“Equipment Sale Contract”). Due to the nature of the contract, including customer specific equipment design, we applied ASC 605-35, Revenue Recognition—Provision for Losses on Construction-Type and Production-Type Contract (ASC 605-35). At September 30, 2024 and December 31, 2023, the Company evaluated the total costs incurred on this Equipment Sale Contract to date and the estimated costs it anticipates incurring to complete the contract. Based on this analysis, we accrued a total accrued loss provision of $600,000 and $500,000 at September 30, 2024 and December 31, 2023, respectively, which has been presented on the accompanying unaudited condensed consolidated balance sheets and is recorded within cost of revenues on the accompanying unaudited condensed consolidated statements of operations.
Stock-based Compensation and Change in Accounting Policy	The Company accounts for stock-based compensation under the provisions of ASC Topic 718 – “Stock Compensation” which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the stock options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. Prior to January 1, 2024, the Company had elected to estimate options granted for which the requisite service period would not be rendered, due to the option being forfeited or expiring. The forfeiture rate estimate was based on the percentage of cumulative forfeitures to the total award grants. During the quarter ended December 31, 2023, the Company compared its actual forfeiture rate to its estimated forfeiture rate and made a cumulative adjustment of approximately $55,000 in the quarter ended December 31, 2023 to reduce its forfeiture rate estimate to approximately 5% of the total stock-based compensation recognized during the year. Effective January 1, 2024, the Company made a change in its accounting policy to recognize forfeitures on service-based stock award instruments as they occur. Due to the lack of history available to adequately estimate its forfeiture rate and the fact that the majority of its serviced based options include a one-year cliff vesting and monthly vesting after, the Company believes recognizing forfeitures as they occur will result in more accurate financial reporting. The change in this accounting policy did not have a significant impact on the current or prior period financial statements.
Leases	The Company accounts for leases under ASC Topic 842, Leases Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term. At September 30, 2024 and December 31, 2023, we did not have any leases with terms that exceed 12 months.
Income Tax Policy	The Company accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
Accounting for Uncertainty in Income Taxes	The Company follows the provisions of ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. There were no uncertain tax positions at September 30, 2024 and December 31, 2023.
Research And Development Costs	The Company’s research and development costs are expensed in the period in which they are incurred. Such expenditures amounted to $1,526,294 and $945,443 for the nine months ended September 30, 2024, and 2023, respectively, and $424,579 and $317,573, for the three months ended September 30, 2024, and 2023, respectively,
Earnings (Loss) Per Share	Loss per share is computed in accordance with ASC Topic 260, “Earnings per Share.” Basic weighted-average number of shares of common stock outstanding for the nine-months ended September 30, 2024 and 2023 include the shares of the Company issued and outstanding during such periods, each on a weighted average basis. The basic weighted average number of shares of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding includes such incremental shares. However, as the Company was in a loss position for all periods presented, basic and diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive. At September 30, 2024, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 17,207,510 shares of common stock, 1,235,000 warrants, and unvested restricted stock awards of 3,053,742. At September 30, 2023, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be antidilutive: options for 10,628,000 shares of common stock and 1,235,000 warrants.
Financial Instruments	The Company carries cash, accounts receivable, accounts payable and accrued expenses, at historical costs. The respective estimated fair values of these assets and liabilities approximate carrying values / useful lives of equipment and intangible assets due to their current nature.
Use Of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the fair value of equity-based compensation, reserve for obsolete inventory, accrued contract loss provisions, total estimated costs to be incurred on long-term contracts, and valuation allowance against deferred tax assets.
Recent Accounting Pronouncements - Not Yet Adopted	In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The adoption of ASU 2023-09 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements. In November 2023, FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is: · significant to the segment, · regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and · included in the reported measure of segment, profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Schedule of property and equipment	September 30, 2024 December 31, 2023 Computers $ 19,977 $ 16,489 Equipment 247,465 190,748 Vehicles 59,305 44,510 Total property and equipment 326,747 251,747 Less: accumulated depreciation (47,961 ) (20,776 ) Total property and equipment, net $ 278,786 $ 230,971

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory
Schedule Of Inventory	Name Balance at September 30, 2024 Balance at December 31, 2023 Raw materials $ 1,394,327 $ 457,393 Work-in-process - 1,819,284 Less: inventory reserves (50,000 ) — Total $ 1,344,327 $ 2,276,677

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Intangible Assets
Schedule Of Intangible Assets	Name Estimated Life Balance at December 31, 2023 Additions Amortization Balance at September 30, 2024 License agreement 17 Years $ 901,929 $ - $ (47,196 ) $ 854,733 Patents 20 Years 86,100 85,797 (4,659 ) 167,238 Total $ 988,029 $ 85,797 $ (51,855 ) $ 1,021,971
Schedule Of Future Amortization Expense	Amount 2024 (remaining) $ 18,057 2025 72,228 2026 72,228 2027 72,228 2028 72,228 Thereafter 715,002 Intangible assets, Net $ 1,021,971

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue
Schedule Of revenue by type	Three Months Ended Nine Months Ended Name September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Equipment revenue $ - 0 % $ (10,027 ) -82 % $ 305,869 51 % $ 833,294 96 % Service revenue 81,490 100 % 22,317 182 % 127,720 49 % 30,317 4 % Total $ 81,490 100 % $ 12,290 100 % $ 433,589 100 % $ 863,611 100 %
Schedule Of unearned revenue activity	Name Balance at September 30, 2024 Balance at December 31, 2023 Unearned revenue at beginning of year $ 130,000 $ 200,109 Billings deferred 172,768 58,000 Refundable deposit returned (100,000 ) - Recognition of prior unearned revenue - (128,109 ) Unearned revenue at end of period $ 202,768 $ 130,000
Schedule Of unbilled accounts receivable	Name Balance at September 30, 2024 Balance at December 31, 2023 Unbilled accounts receivable at beginning of year $ 1,494,553 $ 918,164 Services performed but unbilled 285,806 1,061,612 Services billed (59,212 ) (485,223 ) Unbilled accounts receivable at end of period $ 1,721,147 $ 1,494,553

Stockholder Equity (Tables)

Stockholder Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Stockholder Equity
Schedule of stock option activity	Shares Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2023 10,828,174 * $ 0.83 $ 6,374,433 4.66 Granted 50,000 1.40 — — Exercised — — — — Expired/forfeit (137,924 ) 2.65 — — Options outstanding at March 31, 2024 10,740,250 * $ 0.81 $ 4,826,248 4.35 Granted 6,287,000 1.26 — — Exercised — — — — Expired/forfeit (136,250 ) 2.88 — — Options outstanding at June 30, 2024 16,891,000 * $ 0.96 $ 4,053,840 6.09 Re-issuance of previously forfeited options 700,000 0.12 — — Granted 276,742 1.38 — — Exercised (446,901 ) 1.05 — — Expired/forfeit (213,331 ) 3.02 — — Options outstanding at September 30, 2024 17,207,510 * 0.89 8,125,863 5.67 Options exercisable at September 30, 2024 9,737,166 $ 0.53 $ 4,294,227 2.94
Schedule of stock option assumtion	September 30, 2024 September 30, 2023 Dividend yield 0.00 % 0.00 % Expected life 6.25 Years 5.45 – 6.53 Years Expected volatility 26.20.-27.39 % 30.00-35.88 % Risk-free interest rate 3.77-4.65 % 3.57-4.43 %
Schedule of warrant activity	Weighted-Average Grant Date Amount Fair Value Nonvested, beginning of the period - $ - Granted 3,053,742 1.26 Vested - - Forfeited - - Nonvested,end of the period 3,053,742 $ 1.26

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Total Property Plant And Equipment	$ 326,747	$ 251,747
Less: accumulated depreciations	(47,961)	(20,776)
Total property and equipment, net	278,786	230,971
Computers [Member]
Total property and equipment, net	19,977	16,489
Vehicles [Member]
Total property and equipment, net	59,305	44,510
Equipment [Member]
Total property and equipment, net	$ 247,465	$ 190,748

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Depreciation expense	$ 10,276	$ 2,376	$ 27,185	$ 12,793
Research and Development Cost	424,579	$ 317,573	1,526,294	$ 945,443
Unbilled receivables	1,721,147		1,721,147		$ 1,494,553
Revenue receive as consideration			$ 812,000
Short term lease term			12 days
Costs and expenses			$ 68,000
Operations and maintenance expense			574,000
Cash and cash equivalents	1,960,375		1,960,375		10,445,404
Capitalized of costs	99,245		99,245
Inventory allowance			50,000		0
Contract loss provision			$ 600,000		500,000
Share based description			cumulative adjustment of approximately $55,000 in the quarter ended December 31, 2023 to reduce its forfeiture rate estimate to approximately 5% of the total stock-based compensation recognized during the year
Options [Member]
Antidilutive Excluded from Computation of Earnings Per Share, Amount			17,207,510	10,628,000
Unvested Restricted Stock [Member]
Antidilutive Excluded from Computation of Earnings Per Share, Amount			3,053,742
Warrants [Member]
Antidilutive Excluded from Computation of Earnings Per Share, Amount			1,235,000	1,235,000
One Customer [Member] | Revenue [Member]
Unbilled receivables	$ 1,721,147		$ 1,721,147		$ 1,494,553
Concentrations of Credit Risk				96%
Account receivable balance			$ 288,777
Two Customer [Member] | Revenue [Member]
Concentrations of Credit Risk			80%

Liquidity Capital Resources a_2

Liquidity Capital Resources and Going Concern (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accumulated Deficit	$ (23,612,106)						$ (23,612,106)		$ (15,953,504)
Net Income (loss)	(2,701,817)	$ (2,932,320)	$ (2,024,465)	$ (1,731,431)	$ (1,650,577)	$ (1,640,343)	(7,658,602)	$ (5,022,351)
Net Cash Used In Operations							7,497,734
Working Capital	4,484,164						4,484,164
Net proceeds							12,000,000,000		$ 13,400,000
Cash in hand	$ 1,960,375						$ 1,960,375
Common Stock, Shares issued	133,168,049						133,168,049		132,667,107
ATM [Member]
Common Stock, Shares issued	100,000,000						100,000,000

Inventory (Details)

Inventory (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory
Raw materials	$ 1,394,327	$ 457,393
Work-in-process	0	1,819,284
Less: inventory reserves	(50,000)	0
Total	$ 1,344,327	$ 2,276,677

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets, Net, Beginning balance			$ 988,029
Additions			85,797
Amortization	$ (17,812)	$ (16,925)	(51,855)	$ (50,789)
Intangible Assets, Net, Ending balance	1,021,971		1,021,971
License Agreement [Member]
Intangible Assets, Net, Beginning balance			901,929
Additions			0
Amortization			(47,196)
Intangible Assets, Net, Ending balance	854,733		$ 854,733
Estimated Life			17 years
Patents [Member]
Intangible Assets, Net, Beginning balance			$ 86,100
Additions			85,797
Amortization			(4,659)
Intangible Assets, Net, Ending balance	$ 167,238		$ 167,238
Estimated Life			20 years

Intangible Assets (Details 1)

Intangible Assets (Details 1) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Intangible Assets
2024 (remaining)	$ 18,057
2025	72,228
2026	72,228
2027	72,228
2028	72,228
Thereafter	715,002
Intangible Assets, Net	$ 1,021,971	$ 988,029

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets
Amortization expense	$ 17,812	$ 16,925	$ 51,855	$ 50,789

Revenue (Details)

Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 81,490	$ 12,290	$ 433,589	$ 863,611
Revenue percentage	100%	100%	100%	100%
Equipment revenue [Member]
Revenue	$ 0	$ (10,027)	$ 305,869	$ 833,294
Revenue percentage	0%	(82.00%)	51%	96%
Service revenue [Member]
Revenue	$ 81,490	$ 22,317	$ 127,720	$ 30,317
Revenue percentage	100%	182%	49%	4%

Revenue (Details 1)

Revenue (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue
Unbilled accounts receivable at beginning of year	$ 1,494,553	$ 918,164
Services performed but unbilled	285,806	1,061,612
Services billed	(59,212)	(485,223)
Unbilled accounts receivable at end of year	$ 1,721,147	$ 1,494,553

Revenue (Details 2)

Revenue (Details 2) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue
Unearned revenue at beginning of the period	$ 130,000	$ 200,109
Billings deferred	172,768	58,000
Refundable deposit returned	(100,000)	0
Recognition of prior unearned revenue	0	(128,109)
Unearned revenue at end of period	$ 202,768	$ 130,000

Stockholder Equity (Details)

Stockholder Equity (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024
Re-issuance of previously forfeited options	700,000
Granted				3,053,742
Weighted Average Exercise Price, beginning balance			$ 0	$ 0
Options [Member]
Options Outstanding, beginning balance	16,891,000	10,740,250	10,828,174	10,828,174
Re-issuance of previously forfeited options	700,000
Granted	276,742	6,287,000	50,000
Exercised	(446,901)	0	0
Expired/forfeited	(213,331)	(136,250)	(137,924)
Options Outstanding, ending balance	17,207,510	16,891,000	10,740,250	17,207,510
Option Exercisable, ending balance	9,737,166			9,737,166
Weighted Average Exercise Price, beginning balance	$ 0.96	$ 0.81	$ 0.83	$ 0.83
Weighted Average Exercise Price, Adjustment	0.12
Weighted Average Exercise Price, Granted	1.38	1.26	1.40
Weighted Average Exercise Price, Exercised	(1.05)	0	0
Weighted Average Exercise Price, Expired/forfeit	3.02	2.88	2.65
Weighted Average Exercise Price, ending balance	0.89	$ 0.96	$ 0.81	0.89
Weighted Average Exercise Price, Exercisable, ending balance	$ 0.53			$ 0.53
Aggregate Intrinsic Value, beginning balance	$ 4,053,840	$ 4,826,248	$ 6,374,433	$ 6,374,433
Aggregate Intrinsic Value, ending balance	8,125,863	$ 4,053,840	$ 4,826,248	8,125,863
Aggregate Intrinsic Value, Exercisable, ending balance	$ 4,294,227			$ 4,294,227
Weighted Average Remaining Contractual Life (years) Beginning	6 years 1 month 2 days	4 years 4 months 6 days	4 years 7 months 28 days
Weighted Average Remaining Contractual Life (years) Ending	5 years 8 months 1 day	6 years 1 month 2 days	4 years 4 months 6 days
Weighted Average Remaining Contractual Life (years), Exercisable at June 30, 2024	2 years 11 months 8 days

Stockholder Equity (Details 1)

Stockholder Equity (Details 1) - Options [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Dividend Yield	0%	0%
Expected Life	6 years 3 months
Minimum [Member]
Expected Life		5 years 5 months 12 days
Expected Volatility	26.20%	30%
Risk-free Interest Rate	3.77%	3.57%
Maximum [Member]
Expected Life		6 years 6 months 10 days
Expected Volatility	27.39%	35.88%
Risk-free Interest Rate	4.65%	4.43%

Stockholder Equity (Details 2)

Stockholder Equity (Details 2)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Stockholder Equity
Nonvested, beginning of the period | shares	0
Shares Granted | shares	3,053,742
Nonvested,end of the period | shares	3,053,742
Weighted Average Exercise Price, beginning balance | $ / shares	$ 0
Weighted Average Exercise Price granted | $ / shares	1.26
Weighted Average Exercise Price, ending balance | $ / shares	$ 1.26

Stockholder Equity (Details Nar

Stockholder Equity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Oct. 30, 2020
Exercise price			$ 0.12
Adjustment	700,000
General and administrative expenses	$ 1,022,284	$ 541,697	$ 2,534,009	$ 1,803,691
Restricted stock units granted			3,053,742
Preferred stock shares authorized	50,000,000		50,000,000
Common stock shares authorized	200,000,000		200,000,000		200,000,000
Preferred stock, shares designated						1,000,000
Warrants outstanding	3,053,742		3,053,742		0
Warrant exercise Price	$ 2.50		$ 2.50
Options granted			7,400,000
Preferred stock, par value						$ 0.0001
Common stock, par value	$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares issue	133,168,049		133,168,049		132,667,107
Common stock, shares outstanding	133,168,049		133,168,049		132,667,107
Stock Option [Member]
Unrecognized compensation	$ 2,417,287		$ 2,417,287
Description stock options granted with performance conditions			options granted during the nine months ended September 30, 2024, 3,151,871 of the options include performance conditions. The performance-based options vest as follows: 50% vest upon the achievement of Operating Profit, as defined in the employment agreements, and 50% upon the achievement of a revenue target of $100 million by the end of fiscal year 2028. The restricted stock units with the revenue target begin vesting once the Company achieves $15 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of restricted stock units that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027.
Aggregate grant-date fair value of these performance-based options			$ 1,477,251
Vesting schedules			1 year 8 months 1 day
Stock-based compensation			$ 696,720
Restricted Stock Units [Member]
Unrecognized compensation	$ 2,075,299		$ 2,075,299
Restricted Stock Units [Member] | Minimum [Member]
Grant-date fair value of the restricted stock	$ 1.09		$ 1.09
Restricted Stock Units [Member] | Maximum [Member]
Grant-date fair value of the restricted stock	$ 1.30		$ 1.30
Consultant [Member]
Stock-based compensation			$ 878,993	$ 667,950
Chief Executive Officer [Member]
Options granted			5,250,000
Chief Operating Officer [Member]
Options granted			231,000
key employee [Member]
Options granted			481,000
Average grant-date fair value			$ 0.47
New Employees [Member]
Options granted			376,742
Restricted Stock Member | Director [Member]
Common stock issued for services			240,000
Fair value of common share			$ 333,600
Restricted Stock Member | Former employees [Member]
Common stock issued for services				20,000
Fair value of common share				$ 71,200
Restricted Stock Units RSU Member
Restricted stock units granted			3,053,742
unvested restricted stock units			1,401,871
Performance based restricted stock units			1,651,871
Vesting restricted stock units recognized period			3 years 9 months
Unrecognized compensation	$ 1,580,526		$ 1,580,526
Performance-based vesting conditions for restricted stock units			performance-based units vest as follows: 50% vest upon the achievement of Operating Profit, as defined in the employment agreements, and 50% upon the achievement of revenue targets between $15.0 and $100 million by the end of fiscal year 2028. The restricted stock units with the revenue target begin vesting once the Company achieves $15.0 million in revenue for a fiscal year. Vesting will occur on January 31 of each year through January 31, 2029. The number of restricted stock units that vest is based on the proportionate percentage of each fiscal year’s revenue to the $100 million target. For example, if our annual revenue for fiscal year 2026 is $20 million, 20% of the restricted stock units with the revenue performance condition will vest on January 31, 2027.
Stock-based compensation	$ 182,273
Restricted Stock Units RSU Member | Chief Executive Officer [Member]
Options granted			2,250,000
Restricted Stock Units RSU Member | Chief Operating Officer [Member]
Options granted			231,000
Restricted Stock Units RSU Member | key employee [Member]
Options granted			572,742
Common Stock for Services [Member]
Common stock issued for services			31,672
General and administrative expenses			$ 373,231
Fair value of common share			39,631
General and administrative [Member]
Stock-based compensation			719,786	583,549
Research and development [Member]
Stock-based compensation			$ 159,207	$ 84,401
Private Placement Offering [Member]
Warrants outstanding	1,235,000		1,235,000
Open market sale agreement [Member]
Sale of common stock shares			3,816,932
Remaining number of share for market public facility	86,154,000		86,154,000
Equity Incentive Plan 2021 [Member]
Common stock issued for services			24,000,000
Common stock, shares issue	10,000,000		10,000,000
Legal settlement [Member]
Options granted			275,000
2021 Plan [Member]
Options granted to settle legal matter			275,000
Options granted			7,675,000
Equity Distribution Agreement [Member]
Sale of common stock shares			50,510	3,766,422
Net proceeds				$ 13,441,000
Gross process from private placement of stocks			$ 62,000
Commission fees			1,560	230,000
Legal fees			49,100	$ 110,000
Net equity issuance costs	$ 12,000		$ 12,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transactions
Related Party Transaction, Expenses from Transactions with Related Party	$ 240,559	$ 737,775
Related Party Cost	$ 33,593		$ 125,282
Stock In Excess Percentage Of Outstanding Share	5%

Commitments (Details Narrative)

Commitments (Details Narrative) - Legal Settlement [Member] - USD ($)	1 Months Ended			9 Months Ended	12 Months Ended
	May 31, 2024	May 16, 2024	Apr. 19, 2024	Sep. 30, 2024	Dec. 31, 2023
Legal settlement upon issuance of common stock	275,000
Stock issued during period				175,000
Accrued legal settlement	$ 112,697				$ 135,000
Gain on legal settlement				$ 22,303
Stock price					$ 1.33
Exercise price	$ 1.25
Risk free rate				4.52%	4.43%
Volatility				27.43%	26.36%
Chief Executive Officer [Member]
Initial annual salary			$ 450,000
Chief Executive Officer [Member] | RSU 2021 Plan [Member]
Description related to grant of restricted stock units and stock options				Mr. Gannon was granted up to 2,250,000 Restricted Stock Units (as defined in the Plan) under the Plan, vesting as follows: (a) 250,000, on the first annual anniversary of the Start Date; (b) 750,000, in equal increments on the last day of every month thereafter over the following 36 months, subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 1,250,000, pursuant to certain performance related milestones set forth by the Company and defined in the Employment Agreement (collectively, the “Gannon Restricted Stock Units”). Additionally, pursuant to the Employment Agreement and the terms of the 2021 Plan, Mr. Gannon was granted 5,250,000 Options (as defined in the 2021 Plan) under the 2021 Plan vesting as follows: (a) 625,000, on the first annual anniversary of the Start Date; (b) 1,875,000, in equal installments on the last day of every month thereafter over the following 36 months subject to Mr. Gannon’s continued employment with the Company on each vesting date; and (c) 2,750,000, pursuant to certain performance related milestones set forth by the Company and defined in the Employment Agreement (collectively, the “Gannon Options”, and together with the Gannon Restricted Stock Units, the “Gannon Equity Awards”)
Chief Operating Officer [Member] | COO Employment Agreement [Member]
Initial annual salary		$ 300,000
Description related to grant of restricted stock units and stock options				Mr. Meyers was granted 231,000 Restricted Stock (as defined in the 2021 Plan) and stock options for 231,000 (collectively, the “Meyers Equity Awards”), vesting as follows: (a) with respect to 115,500 Restricted Stock and 115,500 shares subject to stock options (“Options”), 25% vest on the first anniversary of the Effective Date, and the remaining 75% vest in equal increments on the last day of every month thereafter over the following 36 month, subject to Mr. Meyer’s continued employment with the Company on each vesting date: and (b) with respect to the remaining 115,500 Restricted Stock and 115,000 Options, each vest in accordance with a performance based milestones set forth by the Company and defined in the COO Employment Agreement.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Events [Member]	Oct. 15, 2024 USD ($)
Lease term description	The term of the lease began September 1, 2024 and ends in sixty-one months or October 1, 2029 with one five-year extension period
Rental payments required under lease year one	$ 14,235
Rental payments required under lease year two	$ 16,503