BWMG Brownies Marine Group Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2024

 

or

 

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

 

Commission file number 333-99393

 

BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida		90-0226181
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

3001 NW 25th Avenue, Suite 1 Pompano Beach, Florida		33069
(Address of principal executive offices)		(Zip code)

 

(954) 462-5570

Registrant’s telephone number, including area code

 

Not applicable

Former name, former address and former fiscal year, if changed since last report

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		Not applicable

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

As of August 29, 2024, there were 438,200,135 shares of common stock outstanding.

 

 

 

	TABLE OF CONTENTS
		Page No.
	PART I – FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	24
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	28
ITEM 4.	CONTROLS AND PROCEDURES.	28
	PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	30
ITEM 1A.	RISK FACTORS.	30
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	30
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	30
ITEM 4.	MINE SAFETY DISCLOSURES.	30
ITEM 5.	OTHER INFORMATION.	30
ITEM 6.	EXHIBITS.	31

 

 

NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This Quarterly Report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward- looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

 

You should read thoroughly this Quarterly Report with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 9, 2024, which risk factors could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		June 30, 2024				December 31, 2023
		(Unaudited)
ASSETS
Current Assets
Cash		$	653,036			$	431,112
Accounts receivable – net of allowances of $62,064 in 2024 and $54,427 in 2023			284,664				84,140
Accounts receivable - related parties			74,683				32,130
Accounts receivable			74,683				32,130
Inventory, net			2,086,044				1,998,807
Prepaid expenses and other current assets			456,147				190,412
Total current assets			3,554,574				2,736,601
Property, equipment and leasehold improvements, net			313,454				342,681
Operating lease right-of-use assets			717,082				844,083
Intangible assets, net			537,722				573,955
Goodwill			249,986				249,986
Other assets			25,825				30,724
Total assets		$	5,398,643			$	4,778,030
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	901,702			$	789,702
Accounts payable - related parties			61,993				46,578
Customer deposits and unearned revenue			689,246				255,740
Other liabilities			568,661				451,954
Operating lease liabilities			194,385				259,154
Related party convertible demand note, net			54,088				52,484
Convertible notes			348,716				346,871
Current maturities long term debt			81,089				75,304
Related party notes payable			505,000				225,000
Total current liabilities			3,404,880				2,502,787
Loans payable, net of current portion			69,798				64,656
Operating lease liabilities			554,744				615,915
Total liabilities			4,029,422				3,183,358
Commitments and contingent liabilities (see note 8)			-				-
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of June 30, 2024 and December 31, 2023.			425				425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 438,200,135 shares issued and outstanding at June 30, 2024 and 437,742,050 shares issued and outstanding at December 31, 2023, respectively.			43,821				43,775
Common stock payable 138,941 shares and 138,941 shares, respectively as of June 30, 2024 and December 31, 2023.			14				14
Additional paid-in capital			19,266,452				19,236,068
Accumulated deficit			(17,941,491	)			(17,685,610	)
Total stockholders’ equity		$	1,369,221			$	1,594,672
Total liabilities and stockholders’ equity		$	5,398,643			$	4,778,030

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

 

 

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

 

		2024				2023				2024				2023
		Three months ended June 30								Six months ended June 30
		2024				2023				2024				2023
Revenues
Revenues		$	2,213,499			$	1,866,022			$	3,705,798			$	3,293,985
Revenues - related parties			176,127				205,690				291,350				416,780
Revenues			176,127				205,690				291,350				416,780
Total Revenues			2,389,626				2,071,712				3,997,148				3,710,765
Cost of revenues
Cost of revenues			1,333,527				1,290,525				2,223,445				2,361,593
Cost of revenues - related parties			75,968				99,136				129,092				208,061
Cost of revenues			75,968				99,136				129,092				208,061
Royalties expense - related parties			11,991				15,483				21,052				25,695
Royalties expense			37,419				41,150				105,403				75,973
Total cost of revenues			1,458,905				1,446,294				2,478,992				2,671,322
Gross profit			930,721				625,418				1,518,156				1,039,443
Operating expenses
Selling, general and administrative			822,971				792,381				1,722,792				1,518,601
Research and development costs			6,779				2,898				10,157				3,425
Total operating expenses			829,750				795,279				1,732,949				1,522,026
Income (loss) from operations			100,971				(169,861	)			(214,793	)			(482,583	)
Other (income) expense, net
Interest expense			(21,136	)			(19,983	)			(41,088	)			(35,183	)
Income (Loss) before provision for income taxes			79,835				(189,844	)			(255,881	)			(517,766	)
Provision for income taxes			-				-				-				-
Net Income (Loss)		$	79,835			$	(189,844	)		$	(255,881	)		$	(517,766	)
Basic income (loss) per common share		$	0.00			$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic weighted average common shares outstanding			437,841,152				437,196,851				437,940,254				430,188,472
Diluted income (loss) per common share		$	0.00			$	(0.00	)		$	(0.00	)		$	(0.00	)
Diluted weighted average common shares outstanding			545,332,389				437,196,851				437,940,254				430,188,472

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

 

 

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(unaudited)

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Equity
		Preferred Stock								Common Stock								Common Stock Payable								Additional Paid-in				Accumulated				Total Stockholder’s
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Equity
December 31, 2022			425,000			$	425				425,520,662			$	42,553				138,941			$	14			$	18,916,876			$	(16,437,495	)		$	2,522,373
Shares issued for the purchase of units			-				-				11,428,570				1,143				-				-				198,857				-				200,000
Shares issued for accrued interest on convertible notes			-				-				198,204				20				-				-				8,316				-				8,336
Stock option expense			-				-				-				-				-				-				11,034				-				11,034
Net Loss			-				-				-				-				-				-				-				(327,922	)			(327,922	)
March 31, 2023 (unaudited)			425,000			$	425				437,147,436			$	43,716				138,941			$	14			$	19,135,083			$	(16,765,417	)		$	2,413,821
Shares issued for accrued interest on convertible notes			-				-				198,205				20				-				-				8,306				-				8,326
Stock option expense			-				-				-				-				-				-				7,188				-				7,188
Net loss			-				-				-				-				-				-				-				(189,844	)			(189,844	)
June 30, 2023 (unaudited)			425,000			$	425				437,345,641			$	43,736				138,941			$	14			$	19,150,577			$	(16,955,261	)		$	2,239,491

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Equity
		Preferred Stock								Common Stock								Common Stock Payable								Additional Paid-in				Accumulated				Total Stockholder’s
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Equity
December 31, 2023			425,000			$	425				437,742,050			$	43,775				138,941			$	14			$	19,236,068			$	(17,685,610	)		$	1,594,672
Shares issued for accrued interest on convertible notes			-				-				198,204				20				-				-				10,987				-				11,007
Stock Option Expense			-				-				-				-				-				-				12,423				-				12,423
Net Loss			-				-				-				-				-				-				-				(335,716	)			(335,716	)
March 31, 2024 (unaudited)			425,000			$	425				437,940,254			$	43,795				138,941			$	14			$	19,259,478			$	(18,021,326	)		$	1,282,386
Balance			425,000			$	425				437,940,254			$	43,795				138,941			$	14			$	19,259,478			$	(18,021,326	)		$	1,282,386
Shares issued for accrued interest on convertible notes			-				-				259,881				26				-				-				6,974				-				7,000
Net income			-				-				-				-				-				-				-				79,835				79,835
Net income (loss)			-				-				-				-				-				-				-				79,835				79,835
June 30, 2024 (unaudited)			425,000			$	425				438,200,135			$	43,821				138,941			$	14			$	19,266,452			$	(17,941,491	)		$	1,369,221
Balance			425,000			$	425				438,200,135			$	43,821				138,941			$	14			$	19,266,452			$	(17,941,491	)		$	1,369,221

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

 

 

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(unaudited)

 

		2024				2023
Cash flows from operating activities:
Net loss		$	(255,881	)		$	(517,766	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization			77,953				79,237
Amortization of debt discount			8,188				5,259
Amortization of right-of-use asset			127,001				133,350
Allowance for Nomad recall			-				(74,200	)
Stock Based Compensation - Options			12,423				18,219
Shares issued for interest on convertible notes			18,007				16,662
Changes in operating assets and liabilities
Change in accounts receivable, net			(200,524	)			(139,294	)
Change in accounts receivable - related parties			(42,553	)			(11,928	)
Change in inventory			(87,237	)			282,955
Change in prepaid expenses and other current assets			(265,735	)			(49,063	)
Change in other assets			4,899				-
Change in accounts payable and accrued liabilities			112,000				(89,068	)
Change in customer deposits and unearned revenue			433,506				216,598
Change in long term lease liability			(125,940	)			(129,453	)
Change in other liabilities			116,707				49,123
Change in accounts payable - related parties			15,415				(14,698	)
Net cash used in operating activities			(51,771	)			(224,067	)
Cash flows from investing activities:
Purchase of fixed assets			(12,492	)			(5,737	)
Net cash used in investing activities			(12,492	)			(5,737	)
Cash flows from financing activities:
Proceeds from issuance of units			-				200,000
Proceeds of related party demand note			280,000				-
Proceeds of long term debt			32,274				-
Repayment of debt			(26,087	)			(35,881	)
Net cash provided by in financing activities			286,187				164,119
Net decrease in cash			221,924				(65,685	)
Cash, beginning balance			431,112				484,427
Cash, end of period		$	653,036				418,742
Supplemental disclosures of cash flow information:
Cash Paid for Interest		$	-				6,860
Cash Paid for Income Taxes		$	-				-
Supplemental disclosure of non-cash financing activities:
Common Stock issued for payment of convertible note interest			18,007				8,336
Equipment obtained through financing		$	-			$	63,689

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements

 

 

BROWNIE’S MARINE GROUP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024

(UNAUDITED)

 

Note 1. Company Overview

 

Brownie’s Marine Group, Inc. (the “Company”) designs, tests, manufactures and distributes recreational hookah diving, scuba, and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), manufactures and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary, Brownie’s High Pressure Compressor Services, Inc., a Florida corporation incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.

 

Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.

 

On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI utilizes technology developed by BLU3 to provide new users and interested divers a guided tour experience. On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and LBI. Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.

 

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Presentation

 

The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2024.

 

8

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At June 30, 2024 and December 31, 2023, the Company had approximately $199,337 and $25,000 in excess of the FDIC insured limit.

 

Accounts receivable

 

The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due).

 

In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at June 30, 2024, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time). As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category. Accordingly, the allowance for expected credit losses at June 30, 2024 and December 31, 2023 totaled $62,064 and $54,427, respectively.

 

Inventory

 

Inventory consists of the following:

 Schedule of Inventory

		June 30, 2024 (unaudited)				December 31, 2023
Raw materials		$	1,191,192			$	1,063,888
Work in process			49,580				63,258
Finished goods			987,459				1,004,160
Rental Equipment			55,893				55,893
Allowance excess and obsolete inventory			(198,080	)			(188,392	)
Inventory, net		$	2,086,044			$	1,998,807

 

9

 

Revenue Recognition

 

The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers. The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due upon receipt of the invoice and the contracts do not have significant financing components. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and promotional allowances. Such provisions are calculated based on the actual allowances given. Management believes that adequate provision has been made for cash discounts, returns, spoilage and promotional allowances based on the Company’s historical experience.

 

A breakdown of the total revenue between related party and non-related party revenue is as follows:

 

Schedule of Related Party and Non-Related Party Revenue

		Six months ended June 30
		2024				2023
		(unaudited)				(unaudited)
Revenues		$	3,705,798			$	3,293,985
Revenues - related parties			291,350				416,780
Total Revenues		$	3,997,148			$	3,710,765

 

Cost of Sales

 

Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out- bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete inventory, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials.

 

The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows:

 Schedule of Related Party and Non-Related Party Cost of Revenue

		Six months ended June 30
		2024				2023
		(unaudited)				(unaudited)
Cost of revenues		$	2,223,445			$	2,361,593
Cost of revenues - related parties			129,092				208,061
Cost of revenues			129,092				208,061
Royalties expense - related parties			21,052				25,695
Royalties expense			105,403				75,973
Total cost of revenues		$	2,478,992			$	2,671,322

 

10

 

Lease Accounting

 

The Company accounts for leases in accordance with ASC 842, Leases.

 

The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases.

 

The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment. All other leases are categorized as operating leases. The Company did not have any finance leases as of June 30, 2024. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and account for them as a lease.

 

Operating lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to the Company. Operating lease right-of-use (“ROU”) assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Operating lease ROU assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.

 

When the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 

For the six months ended June 30, 2024, and June 30, 2023, cash paid for operating lease liabilities was $125,940 and $129,453, respectively.

 

Supplemental balance sheet information related to leases was as follows:

 Schedule of Supplemental Balance Sheet Information

Operating Leases		June 30, 2024
		(unaudited)
Right-of-use assets		$	717,082
Current lease liabilities		$	194,385
Non-current lease liabilities			554,744
Total lease liabilities		$	749,129

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.

 

The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price.

 

11

 

Derivatives

 

The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of June 30, 2024, and December 31, 2023, the Company did not have any derivative liabilities.

 

Loss per share of common stock

 

Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted- average number of outstanding common shares during the applicable period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. For the three months ended June 30, 2024, 107,491,237 were included in diluted weighted average common shares outstanding and for the three months ended June 30, 2023, 149,087,986 shares of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the six months ended June 30, 2024, and June 30, 2023, 107,491,237 and 149,087,986 shares, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.

 

Recent accounting pronouncements

 

ASU 2016-13 Current Expected Credit Loss (ASC326)

 

In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, with no effect to the financial statements.

 

ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable.

 

12

 

Note 3. Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date these consolidated financial statements were issued. For the six months ended June 30, 2024, the Company incurred a net loss of $255,881. At June 30, 2024, the Company had an accumulated deficit of $17,941,491. Despite a working capital surplus of approximately $149,694 at June 30, 2024, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, control expenses, raise capital and sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

Note 4. Related Party Transactions

 

The Company sells products to Brownie’s Southport Divers, Brownie’s Yacht Toys and Brownie’s Palm Beach Divers, companies owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 7.3% and 11.2% of the net revenues for the six months ended June 30, 2024 and June 30, 2023, respectively. Accounts receivable from these entities totalled $67,286 and $17,828, at June 30, 2024 and December 31, 2023, respectively.

 

The Company sells products to Brownies Global Logistics (“BGL”) and 940 Associates (“940 A”), entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totalled $7,397 and $14,302 at June 30, 2024 and December 31, 2023, respectively.

 

The Company had accounts payable to related parties of $56,993 and $46,578 at June 30, 2024 and December 31, 2023, respectively. The balance payable at June 30, 2024 was comprised of $43,096 due to 940 A, $3,897 due to Robert Carmichael and $10,000 due to Blake Carmichael. At December 31, 2023, the balance payable was comprised of $29,559 due to 940 A, $12,019 due to Robert Carmichael and $5,000 due to Blake Carmichael.

 

The Company has exclusive license agreements with 940 A to license the trademark “Brownie’s Third Lung”, “Tankfill”, “Brownie’s Public Safety” and various other related trademarks as listed in the agreements. The agreements provide that the Company pay 2.5% of gross revenues per quarter as a royalty to 940A. Total royalty fees paid to 940A for the three months ended June 30, 2024 and June 30, 2023 was $21,052 and $25,695, respectively. The accrued royalty for June 30, 2024 and December 31, 2023 was $6,978 and $2,238 which is included in other liabilities.

 

On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day value weighted average price (“VWAP”) of the Company’s stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.021 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $19,250 for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. There were payments totaling $3,047 made with products in kind during the three months ended June 30, 2024. The outstanding balance on this note was $54,088 as of June 30, 2024.

 

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

 

On September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael for funds to meet the working capital needs of BLU3. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.01351 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $-0- for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. The outstanding balance on this note was $50,000 as of June 30, 2024.

 

On November 14, 2023, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $150,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the Note is May 7, 2024 (the “Maturity Date”). The Note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments shall be due and payable on a monthly basis. On The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $150,000 was outstanding as of June 30, 2024, and the due date was extended to a due date of November 8, 2024, pursuant to an amendment dated May 7, 2024.

 

On February 5, 2024, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $280,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the Note is August 6, 2024 (the “Maturity Date”). The Note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments shall be due and payable on a monthly basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of June 30, 2024, and the due date was extended to a due date of November 8, 2024, pursuant to an amendment dated August 6, 2024.

 

13

 

On March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.

 

On June 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,287.

 

On September 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,287.

 

On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.

 

On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2024. The fair value of these shares was $4,007.

 

On June 30, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2024. The fair value of these shares was $1,336.

 

Note 5. Convertible Promissory Notes and Loans Payable

 

Convertible Promissory Notes

 

Convertible promissory notes consisted of the following at June 30, 2024:

 

Schedule of Convertible Promissory Notes 

Origination Date		Maturity Date		Interest Rate				Origination Principal Balance				Original Discount Balance				Period End Principal Balance				Period End Discount Balance				Period End Balance, Net				Accrued Interest Balance				Reg.
9/03/21		9/03/24			8	%			346,500				(12,355	)		$	346,500			$	(1,274	)		$	345,226				-				(1	)
9/03/21		9/03/24			8	%			3,500				(125	)			3,500				(10	)			3,490				-				(2	)
9/30/22		Demand			8	%			66,793				(19,245	)			63,746				(9,658	)			54,088				-				(3	)
																$	413,746			$	(10,942	)		$	402,804			$	-

 

(1)

On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024.

(2)

On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024.

(3)

On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.

  

14

 

A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of June 30, 2024:

Schedule of Breakdown Current and Long-term Amounts 

		Summit Holdings V, LLC Note				Tierra Vista Partners, LLC Note				Robert Carmichael Note				Total
2024			346,500				3,500				63,746				413,746
Discount			(1,274	)			(10	)			(9,658	)			(10,942	)
Total Loan Payments		$	345,226			$	3,490			$	54,088			$	402,804
Current Portion of Loan Payable		$	(345,226	)		$	(3,490	)		$	(54,088	)		$	(402,804	)
Non-Current Portion of Loan Payable		$	-			$	-			$	-			$	-

 

(1)

On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the three months ended June 30, 2024.

 

Schedule of Future Amortization of Notes Payable

		Payment Amortization
2024			346,500
Total Note Payments		$	346,500
Current portion of note payable			(346,500	)
Non-Current Portion of Notes Payable		$	-

 

(2)

On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the three months ended June 30, 2024.

 

Schedule of Future Amortization of Notes Payable

		Payment Amortization
2024			3,500
Total Note Payments		$	3,500
Current portion of note payable			(3,500	)
Non-Current Portion of Notes Payable		$	-

 

15

 

(3)

On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.

 

Loans Payable

 Schedule of Future Amortization of Loans Payable

		Mercedes BMG (1)				Navitas BLU3 (2)				NFS SSI (3)				Navitas 2022 BLU3 (4)				Navitas 2024 BLU3 (5)				Total
2024 (6 months)		$	5,584			$	10,569			$	13,693			$	18,325			$	2,977			$	51,149
2025			8,687				19,556				12,329				25,143				5,604				71,319
2026			-				6,339				-				-				6,304				12,643
2027			-								-				-				7,092				7,092
Thereafter			-				-				-				-				8,685				8,685
Total Loan Payments		$	14,271			$	36,464			$	26,022			$	43,468			$	30,662			$	150,887
Current Portion of Loan Payable		$	(11,168	)		$	(17,312	)		$	(26,022	)		$	(21,355	)		$	(5,232	)		$	(81,089	)
Non-Current Portion of Loan Payable		$	3,103			$	19,152			$	-			$	22,113			$	25,430			$	69,798

 

(1)	On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The loan balance as of June 30, 2024 was $14,271 and $19,855 as of December 31, 2023.
(2)	On May 19, 2021, BLU3 executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $75,764 payable over 60 equal monthly installments of $1,611. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $36,464 and $42,525 as of December 31, 2023.
(3)	On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $84,500 of which $63,375 was financed by NFS Leasing on August 15, 2022. The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of June 30, 2024 and December 31, 2023 was $26,022 and $38,607, respectively.
(4)	On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $63,689 payable over 36 equal monthly installments of $2,083. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $43,468 and $44,839 as of December 31, 2023.
(5)	On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $30,662.

 

16

 

Note 6. Goodwill and Intangible Assets, Net

 

The following table sets for the changes in the carrying amount of the Company’s Goodwill for the six months ended June 30, 2024.

Summary of Changes in Goodwill 

		2024
Balance, January 1		$	249,986
Addition:			-
Balance, June 30		$	249,986

 

The Company performed an evaluation of the value of goodwill at December 31, 2023. Based upon this evaluation it was determined that there should be no adjustment to goodwill. There has been nothing noted during the six months ended June 30, 2024 that would indicate that the value of goodwill should change through that date.

 

The following table sets for the components of the Company’s intangible assets at June 30, 2024:

 Summary of Intangible Assets

		Amortization Period (Years)				Cost				Accumulated Amortization				Net Book Value
Intangible Assets Subject to amortization
Trademarks			15			$	121,000			$	(22,811	)		$	98,189
Customer Relationships			10				600,000				(170,000	)			430,000
Non-Compete Agreements			5				22,000				(12,467	)			9,533
Total						$	743,000				$ (205,278)			$	537,722

 

The aggregate amortization remaining on the intangible assets as of June 30, 2024 is a follows:

 

Schedule of Estimated Intangible Assets Amortization Expense

		Intangible Assets Amortization
2024 (6 months remaining)			36,233
2025			72,467
2026			71,367
2027			68,066
2028			68,066
Thereafter			221,523
Total		$	537,722

 

Amortization expense for amortizable intangible assets for each of the six months ended June 30, 2024 and 2023 was $36,233.

 

17

 

Note 7. Stockholders’ Equity

 

Common Stock

 

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

 

On March 31, 2023, the Company issued 61,204 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.

 

On March 31, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending December 31, 2022. The fair value of these shares was $7,000.

 

On June 30, 2023, the Company issued 61,205 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,326.

 

On June 30, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2023. The fair value of these shares was $7,000.

 

On September 30, 2023, the Company issued 61,205 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,326.

 

On September 30, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending September 30, 2023. The fair value of these shares was $7,000.

 

On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.

 

On December 31, 2023, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending December 31, 2023. The fair value of these shares was $7,000.

 

On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2024. The fair value of these shares was $4,007.

 

On March 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending March 31, 2024. The fair value of these shares was $7,000.

 

On June 30, 2024, the Company issued 123,354 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2024. The fair value of these shares was $2,672.

 

On June 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2024. The fair value of these shares was $4,328.

 

Preferred Stock

 

During the second quarter of 2010, the holders of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by the Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011, the Board of Directors designated 425,000 shares as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together on any matters submitted to our shareholders. As of June 30, 2024, and December 31, 2023, 425,000 shares of Series A Convertible Preferred Stock are issued and outstanding and are owned by Robert Carmichael.

 

18

 

Equity Incentive Plan

 

On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, stock options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options, stock purchase rights, time vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares may also be granted under the Plan. 25,000,000 shares are reserved for issuance under the Plan. The term of the Plan is ten years.

 

The Company also issued options outside of the Plan that were not approved by the security holders. These options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options.

 

Equity Compensation Plan Information as of June 30, 2024:

 Schedule of Equity Compensation Plan Information

		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted – average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans Approved by Security Holders			3,150,000			$	0.0399				21,680,882
Equity Compensation Plans Not Approved by Security Holders			64,164,637				0.0293				—
Total			67,314,637			$	0.0298				21,680,882

 

Options

 

The Company has issued options to purchase approximately 67,314,637 shares of its common stock at an weighted average exercise price of $0.0298 with a fair value of approximately $37,000. For the three months ended June 30, 2024, and the year ended December 31, 2023, the Company issued no options to purchase shares.

 

For the six months ended June 30, 2024 and 2023, the Company recognized an expense of $12,423 and $18,222, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of June 30, 2024, the Company had $1,066,753 of unrecognized pre-tax non-cash compensation expense related to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 1.5 years. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. The maximum contractual term of the Company’s stock options is 5 years. The Company recognizes forfeitures and expirations as they occur. Options to purchase 42,198,387 shares of common stock have vested as of June 30, 2024.

 

19

 

The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:

 Schedule of Valuation Assumptions of Options

		Six Months ended June 30,
		2024				2023
Expected volatility			172.0% - 346.4 %				172.0 – 346.4 %
Expected term			1.5 – 5.0 Years				1.5 – 5.0 Years
Risk-free interest rate			0.16% - 4.64 %				0.16% - 4.64 %
Forfeiture rate			0.17	%			0.17	%

 

The expected volatility was determined with reference to the historical volatility of the Company’s common stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.

 

A summary of the status of the Company’s outstanding stock options as of June 30, 2024 and December 31, 2023 and changes during the periods ending on such dates is as follows: 

 Schedule of Outstanding Stock Option Activity

		Number of				Weighted Average Exercise				Weighted Average Remaining Contractual				Aggregate Intrinsic
		Options				Price				Life in Years				Value
Outstanding at December 31, 2022			238,439,167			$	0.0362				1.43
Granted			-				-
Forfeited			(170,999,530	)			0.0379
Exercised			-				-
Cancelled			-				-
Outstanding – December 31, 2023			67,439,637			$	0.0360				1.43
Exercisable – December 31, 2023			41,057,753			$	0.0211				0.81			$	-
Granted			-				-
Forfeited			125,000				0.0440
Exercised			-				-
Cancelled			-				-
Outstanding – June 30, 2024			67,314,637			$	0.0298				1.26
Exercisable – June 30, 2024			42,198,387			$	0.0216				0.37			$	-

 

The following table summarizes information about employee stock options outstanding at June 30, 2024. 

 Summary of Exercise Price of Employee Stock Options Outstanding

Range of Exercise Price		Number outstanding at June 30, 2024				Weighted average remaining Life				Weighted average exercise price				Number exercisable at June 30,2024				Weighted average exercise price				Weighted average remaining life
$ 0.0180 - $0.0225			35,295,237				0.08			$	0.0180				35,295,237			$	0.0180				0.08
$ 0.0229 - $0.0325			1,050,000				1.89			$	0.0324				1,043,750			$	0.0324				1.89
$ 0.0360 - $0.0425			23,009,400				2.04			$	0.0398				5,009,400			$	0.0393				1.86
$ 0.0440 - $0.0531			7,960,000				2.11			$	0.0531				850,000			$	0.0529				1.53
Outstanding options			67,314,637				1.02				0.0298				42,198,387				0.02176				0.37

 

At June 30, 2024, there was $1,066,753 of unrecognized stock option expense which may be recognized only if the full vesting requirements for these options are met.

 

At June 30, 2024, there was $69,001 of total unrecognized stock option expense, which is expected to be recognized on a straight-line basis over a weighted-average period of 0.45 years.

 

20

 

Warrants

 

On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year common stock purchase warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.

 

A summary of the Company’s warrants as of December 31, 2023 and changes during the six months ended June 30, 2024 is presented below:

 Schedule of Warrants Activity

		Number of				Weighted Average Exercise				Weighted Average Remaining Contractual				Aggregate Intrinsic
		Warrants				Price				Life in Years				Value
Outstanding – December 31, 2023			25,684,521			$	0.0247				0.93			$	24,000
Granted			-
Exercised			-
Forfeited or Expired			-
Outstanding – June 30, 2024			25,684,521			$	0.0247				0.43
Exercisable – June 30, 2024			25,684,521			$	0.0247				0.43			$	-

 

Note 8. Commitments and contingencies

 

Royalty Agreement

 

On June 30, 2020, the Company entered into Amendment No. 2 to its Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The Amendment, among other things, provides that STS provide 30 hours per week of commercialization support for its NextGen licensed products without charge. In consideration therefor, the Company agreed to an increased minimum yearly royalty payment of $60,000 for years 2022, 2023 and 2024, with a yearly fourth quarter reconciliation with earned royalties. In addition, if the Company terminates the Agreement with STS prior to December 31, 2023, the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $334,961 for the years 2019 through 2024. Royalty recorded under the Amendment was $105,403 and $75,973 for the six months ended June 30, 2024 and 2023, respectively.

 

21

 

Consulting and Employment Agreements

 

On August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael served as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael received (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, (ii) a cash bonus equal to 5% of the net income of BLU3, payable quarterly, beginning with the first full calendar quarter after the execution of the agreement, and (iii) upon execution of the Carmichael Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. In addition, Blake Carmichael is entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement and an EBITDA measurement. A measurement was made for the six months ended June 30, 2024 resulting in no additional expense since the vesting criteria were not met.

 

On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $10,800 per year, (iii) a five-year option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share, which option vests quarterly over the eight calendar quarters.

 

In addition, Mrs. Buban is entitled to receive a five-year stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share, which vests upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement. A measurement was made for the three months ended June 30, 2024 and no expense was recorded based upon the vesting criteria not being met.

 

22

 

On January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefore, the Company will pay CLG a monthly flat fee of $3,000 for SEC reporting work and its normal hourly rate for other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG.

 

On May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”) pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for his services Mr. Gagas shall receive an annual salary of $50,000.

 

On May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida for $2,816 per month base rent. The lease expired on March 31, 2023 and LBI is currently renting on a month to month basis. LBI has the option to renew the lease for a two year term with an increase of base rent of 3.5%.

 

On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2022 with base rent of approximately $17,550 per month for the first 24 months with an annual escalation clause of 3.0% thereafter. Obligations under the lease are guaranteed by the Company. The Company paid an additional security deposit of $10,727 upon entering into the lease.

 

On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”) commencing October 1, 2022, The term of the sublease is through December 31, 2023, with a base monthly rent of $2,247 for the first twelve months with a 3% annual escalation thereafter. The Tenant also pays a monthly common area maintenance of $112. The Tenant provided a security deposit of $2,426 upon entering into the sublease.

 

On December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed remedy for the recall and BLU3 received units back from consumers to repair affected Nomad units. The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $160,500 for such costs. During the twelve months ended December 31, 2023 the Company repaired and returned 653 units to customers resulting in a reduction of the allowance of $93,161 for the twelve months ended December 31, 2023.

 

Note 9. Subsequent Events

 

The Company has completed an evaluation of all subsequent events through August 29, 2024, the date the financial statements were issued. The Company has concluded that no subsequent event has occurred that requires disclosure.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report. Actual future results may be materially different from what we expect. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.

 

The management’s discussion and analysis of our financial condition and results of operations are based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Overview

 

The Company owns and operates a portfolio of companies with a concentration in the industrial and recreational diving industry. The Company, through its subsidiaries, designs, tests, manufactures, and distributes recreational hookah diving, yacht-based scuba air compressors and nitrox generation systems and scuba and water safety products in the United States and internationally.

 

The Company has five subsidiaries focused on various sub-sectors:

 

	●	Brownie’s Third Lung - Surface Supplied Air (“SSA”)
	●	BLU3, Inc. - Ultra-Portable Tankless Dive Systems
	●	LW Americas - High Pressure Gas Systems
	●	Submersible Systems, Inc. - Redundant Air Tank Systems
	●	Live Blue, Inc. – Guided Tours and Retail

 

Our wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility in Pompano Beach, Florida, a manufacturing facility in Huntington Beach, California, and a retail facility in Lauderdale-By-The-Sea, Florida.

 

The Company, through its wholly owned subsidiaries, designs, tests, and manufactures tankless dive systems, rescue air systems and yacht-based self- contained underwater breathing apparatus (“SCUBA”) air compressor and nitrox generation fill systems. In addition, the Company is the exclusive distributor for North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors in the high-pressure breathing air and industrial gas markets. The Company is also building a guided tour operation that includes dive retail. Lastly, The Company is the exclusive United States and Caribbean distributor for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, doing business as Bright Weights (“Bright Weights”), of a dive ballast system produced in South Africa.

 

 

Results of Operations

 

Net Revenues, Costs of Net Revenues and Gross Profit

 

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

 

Net revenues increased 15.3% for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 as a result of an increase in revenues in BLU3 and SSI. Net revenue for BLU3 and SSI increased 27.7% and 49.1% respectively. The increase in BLU3’s revenue is due to the recovery from the recall that directly affected the previous period’s revenues. SSI’s increase can be attributed to the continued momentum of the Company’s newest product, HEED3 as well as increased demand from international users of SSI’s Spare Air product line. The increase in BLU3 and SSI’ revenue was offset by decreased revenues in BTL, LWA, and LBI. Net revenue for BTL, LWA, and LBI decreased 6.5%, 7.4% and 26.5%, respectively, as a result of a loss of sales momentum as well as a soft demand in many areas of BTL, LWA and LBI’s markets.

 

For the three months ended June 30, 2024, cost of net revenues was 61.1% as compared with the cost of net revenues of 69.8% for the three months ended June 30, 2023. The cost increase as a percentage of revenue, can be directly attributed to the cost of direct labor, which accounted for a larger portion of costs and significantly impacted the profit margin. Included in cost of net revenues are royalty expenses paid to Robert Carmichael which decreased 9.1% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

 

Gross profit margin was 38.9% for the three months ended June 30, 2024 as compared to gross profit margin of 30.2% for the three months ended June 30, 2023. The increase in gross margin, is directly attributable to an increase in SSI’s margin to 61.8%, offset by a decrease in BTL’s margin to 5.3%.

 

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

 

Net revenues increased 7.7% for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 as a result of an increase in revenues in BLU3 and SSI. Net revenue for BLU3 and SSI increased 39.5% and 32.3% respectively. The increase in BLU3’s revenue is due to the recovery from the recall that directly affected the previous period’s revenues. SSI’s increase can be attributed to the continued momentum of the Company’s newest product, HEED3 as well as increased demand from international users of SSI’s Spare Air product line. The increase in BLU3 and SSI’ revenue was offset by decreased revenues in BTL, LWA, and LBI. Net revenue for BTL, LWA, and LBI decreased 20.4%, 24.0% and 33.8%, respectively, as a result of a loss of sales momentum as well as a soft demand in many areas of BTL, LWA and LBI’s markets.

 

For the six months ended June 30, 2024, cost of net revenues was 62.0% as compared with the cost of net revenues of 72.0% for the six months ended June 30, 2023. The cost decrease as a percentage of revenue, can be directly attributed to the cost of direct labor, which accounted for a smaller portion of costs and significantly impacted the profit margin. Included in cost of net revenues are royalty expenses paid to Robert Carmichael which decreased 18.1% for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

 

Gross profit margin was 38.0% for the six months ended June 30, 2024 as compared to gross profit margin of 28.0% for the six months ended June 30, 2023. The increase in gross margin is directly attributable to increased margins for SSI, LWA and LBI primarily attributed to SSI’s newest product, HEED3, and reduced manufacturing labor positively impacting gross margin.

 

Operating Expenses

 

Operating expenses consist of selling, general and administrative (“SG&A”) expenses and research and development costs and are reported on a consolidated basis for our operating segments. Operating expenses increased 3.9% and 13.4%, respectively, for the three and six months ended June 30, 2024 as compared to the same periods in the prior year.

 

Selling, General & Administrative Expenses (SG&A Expenses)

 

SG&A increased by 4.3% for the three months ended June 30, 2024 and 13.9% for the six months ended June 30, 2024 when compared to the same periods in the prior year. SG&A expenses were comprised of the following:

 

Expense Item		Three Months Ended June 30, 2024				Three Months Ended June 30, 2023				% Change				Six Months Ended June 30, 2024				Six Months Ended June 30, 2023				% Change
Payroll, Selling & Administrative		$	446,891			$	429,293				4.1	%		$	920,342			$	877,099				4.9	%
Stock Compensation Expense			-				18,219				(100.	)%			12,423				18,219				(31.8	)%
Professional Fees			125,050				33,547				272.8	%			176,540				99,849				76.8	%
Advertising			79,268				97,014				(18.3	)%			187,237				201,019				(6.9	)%
All Other			171,764				217,308				(21.0	)%			426,250				322,415				32.2	%
Total SG&A		$	822,974			$	792,381				3.5	%		$	1,722,792			$	1,518,601				13.4	%

 

 

Payroll for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 increased 4.1% and 4.9%, respectively. The increase reflects additions in production personnel in BLU3, for the six months ended June 30, 2024.

 

Non-Cash Stock Compensation expenses decreased by 100.0% and 31.8%, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 as a result of vesting milestones based upon performance goals not being met for the three months and six months ended June 30, 2024.

 

Professional fees, including legal, accounting and other professional fees increased 272.8% and 76.8%, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. The increase can be attributed to an increase in legal fees of 70.5%, other professional fees of 230.9%, and accounting fees of 21.9%.

 

Advertising expense decreased 18.3% and 6.9% for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023, respectively. This decrease is attributable to BLU3’s decrease in advertising online expenses. BLU3’s decrease in advertising expense was offset slightly by an increase in advertising expense for SSI.

 

Other expenses increased 32.2% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 due primarily to an increase in rent expenses. However, for the three months ended June 30, 2024 other expenses decreased 21% as compared to the three months ended June 30, 2023 primarily attributable to a decrease in credit card expense.

 

Research & Development Expenses (R&D Expenses)

 

R&D expenses for the three and six months ended June 30, 2024 increased 132.3% and 196.6%, compared to the three months and six months ended June 30, 2023, respectively, as a result of a slight increase in new product development activity.

 

Other Income/Expense

 

For the three and six months ended June 30, 2024 and 2023, other income/expense consisted solely of interest expense. For the three months ended June 30, 2024, interest expense increased 5.8% from the three months ended June 30, 2023 to approximately $21,000 as compared to approximately $20,000 in the six months ended June 30, 2023. The increase in interest expense can be attributed to the NFS Leasing loan, the Navitas Credit Corp 2022 loan, and the convertible demand note from Robert Carmichael.

 

Liquidity and Capital Resources

 

We had cash of $653,036 as of June 30, 2024. The following table summarizes total current assets, total current liabilities, and working capital at June 30, 2024, as compared to December 31, 2023.

 

		June 30,				December 31,
		2024				2023				% change
		(unaudited)
Total current assets		$	3,554,574			$	2,736,601				29.9	%
Total current liabilities		$	3,404,880			$	2,502,787				36.0	%
Working capital		$	149,695			$	233,814				(36.0	)%

 

The increase in our current assets at June 30, 2024 from December 31, 2023 primarily reflected an increase in cash, accounts receivable and prepaid expenses. The increase in current liabilities reflects mainly an increase in customer deposits and related party notes payable.

 

 

Summary Cash Flows

 

		Six Months Ended June 30,
		2024				2023
		(unaudited)
Net cash used in operating activities		$	(51,771	)		$	(224,067	)
Net cash used in investing activities		$	(12,492	)		$	(5,737	)
Net cash provided by financing activities		$	286,187			$	164,119

 

Net cash used in operating activities for the six months ended June 30, 2024 was due to the net loss of approximately $256,000.

 

Net cash used in investing activities for the six months ended June 30, 2024, of $12,492 consists of fixed asset purchases.

 

Net cash of $286,187 provided by financing activities for the six months ended June 30, 2024, reflects the issuance of debt to a related party and proceeds from long term debt partially offset by the repayment of debt.

 

Going Concern

 

Our unaudited consolidated financial statements included in this Quarterly Report were prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these consolidated financial statements. The report of our independent registered public accounting firm on our audited consolidated financial statements for the year ended December 31, 2023 includes an explanatory paragraph stating the Company has net losses and an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. If the Company is unable to raise additional funds when needed, or does not have sufficient cash flows from sales, it may be required to scale back, delay or cease operations, liquidate assets and possibly seek bankruptcy protection.

 

We have a history of losses, and an accumulated deficit of $17,941,491 as of June 30, 2024. Despite a working capital surplus of $149,695 at June 30, 2024, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue to increase revenues, control expenses, raise capital, and continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. We are continuing to engage in discussions with potential sources for additional capital, however, our ability to raise capital is somewhat limited based upon our revenue levels, net losses and limited market for our common stock. If we fail to raise additional funds when needed, or if we do not have sufficient cash flows from operations, we may be required to scale back or cease certain of our operations.

 

Critical Accounting Policies

 

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition, valuation of inventory, allowance for doubtful accounts, and equity-based transactions. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited consolidated financial statements contained in this Quarterly Report.

 

 

Recent Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows.

 

These recent accounting pronouncements are described in Note 2 to our unaudited consolidated financial statements contained in this Quarterly Report.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is a smaller reporting company and is not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under Exchange Act. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluations as of June 30, 2024, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in our internal control over financial reporting described below. A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

 

 

Our management, including our Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of the design and operations of our disclosure controls and procedures (defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) as of June 30, 2024 and based upon the such evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to the material weaknesses set forth below.

 

	●	Insufficient number and lack of qualified accounting department and administrative personnel and support;
	●	Insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to GAAP and SEC disclosure requirements;
	●	Insufficient segregation of duties, oversight of work performed and lack of controls in our finance and accounting functions due to limited personnel;
	●	Company’s systems that impact financial information and disclosures have ineffective information technology controls;
	●	Inadequate controls surrounding revenue recognition, to ensure that all material transactions and developments impacting the financial statements are reflected and properly recorded; and
	●	Evaluation of disclosure controls and procedures was not sufficiently comprehensive due to limited personnel.

 

Subject to sufficient resources, management expects to remediate the material weaknesses identified above as follows:

 

	●	Management has leveraged and will continue to leverage experienced consultants to assist with ongoing GAAP and SEC compliance requirements. We intend to expand our finance department through the hiring of a certified public accountant to strengthen the segregation of duties, internal controls and enhance our current staff.
	●	Segregation of duties is being analyzed and adjusted Company-wide, where possible. The Company intends to hire additional personnel in the accounting department, as well as the documentation of controls and procedures.
	●	The Company plans on evaluating various accounting systems to enhance its system controls.

 

We will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added to our accounting and administrative staff allowing improved internal control over financial reporting.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEEDINGS

 

There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

 

ITEM 1A. RISK FACTORS

 

The Company is a smaller reporting company and is not required to provide this information.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

 

On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on a convertible demand note.

 

On June 30, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on a convertible demand note.

 

The above issuance did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe isare exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

None.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended June 30, 2024, no director, officer or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

 

 

ITEM 6. EXHIBITS

 

Exhibit
Number		Exhibit
31.1		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS		Inline XBRL INSTANCE DOCUMENT
101.SCH		Inline XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 30, 2024	BROWNIE’S MARINE GROUP, INC.
	By:	/s/ Robert M. Carmichael
		Robert M. Carmichael
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Robert M. Carmichael
		Robert M. Carmichael
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

  

 

EXHIBIT 31.1

 

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A)/15D-14(A)

 

I, Robert M. Carmichael, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, of Brownie’s Marine Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal controls over financial reporting (as defined in Exchange Act Rules 3a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 30, 2024	/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chief Executive Officer (Principal Executive Officer)

 

 

 

EXHIBIT 31.2

 

CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)/15D-14(A)

 

I, Robert M. Carmichael, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, of Brownie’s Marine Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal controls over financial reporting (as defined in Exchange Act Rules 3a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 30, 2024	/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chairman of the Board, President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

 

EXHIBIT 32

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of Brownie’s Marine Group, Inc. (the “Company”) for the quarter ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: August 30, 2024	/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chief Executive Officer (Principal Executive Officer)
	/s/ Robert M. Carmichael
	Name:	Robert M. Carmichael
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

 

v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 29, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-99393
Entity Registrant Name	BROWNIE’S MARINE GROUP, INC.
Entity Central Index Key	0001166708
Entity Tax Identification Number	90-0226181
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3001 NW 25th Avenue
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	(954)
Local Phone Number	462-5570
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		438,200,135

v3.24.2.u1

Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 653,036	$ 431,112
Inventory, net	2,086,044	1,998,807
Prepaid expenses and other current assets	456,147	190,412
Total current assets	3,554,574	2,736,601
Property, equipment and leasehold improvements, net	313,454	342,681
Operating lease right-of-use assets	717,082	844,083
Intangible assets, net	537,722	573,955
Goodwill	249,986	249,986
Other assets	25,825	30,724
Total assets	5,398,643	4,778,030
Current liabilities
Accounts payable and accrued liabilities	901,702	789,702
Customer deposits and unearned revenue	689,246	255,740
Other liabilities	568,661	451,954
Operating lease liabilities	194,385	259,154
Current maturities long term debt	81,089	75,304
Total current liabilities	3,404,880	2,502,787
Loans payable, net of current portion	69,798	64,656
Operating lease liabilities	554,744	615,915
Total liabilities	4,029,422	3,183,358
Commitments and contingent liabilities (see note 8)
Stockholders’ equity
Preferred stock; $0.001 par value: 10,000,000 shares authorized; 425,000 issued and outstanding as of June 30, 2024 and December 31, 2023.	425	425
Common stock; $0.0001 par value; 1,000,000,000 shares authorized; 438,200,135 shares issued and outstanding at June 30, 2024 and 437,742,050 shares issued and outstanding at December 31, 2023, respectively.	43,821	43,775
Common stock payable 138,941 shares and 138,941 shares, respectively as of June 30, 2024 and December 31, 2023.	14	14
Additional paid-in capital	19,266,452	19,236,068
Accumulated deficit	(17,941,491)	(17,685,610)
Total stockholders’ equity	1,369,221	1,594,672
Total liabilities and stockholders’ equity	5,398,643	4,778,030
Nonrelated Party [Member]
Current Assets
Accounts receivable	284,664	84,140
Current liabilities
Convertible notes	348,716	346,871
Related Party [Member]
Current Assets
Accounts receivable	74,683	32,130
Current liabilities
Accounts payable - related parties	61,993	46,578
Convertible notes	54,088	52,484
Related party notes payable	$ 505,000	$ 225,000

v3.24.2.u1

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 62,064	$ 54,427
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	425,000	425,000
Preferred stock, shares outstanding	425,000	425,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	438,200,135	437,742,050
Common stock, share outstanding	438,200,135	437,742,050
Common stock, capital shares reserved for future issuance	138,941	138,941

v3.24.2.u1

Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenues
Total Revenues	$ 2,389,626	$ 2,071,712	$ 3,997,148	$ 3,710,765
Cost of revenues
Total cost of revenues	1,458,905	1,446,294	2,478,992	2,671,322
Gross profit	930,721	625,418	1,518,156	1,039,443
Operating expenses
Selling, general and administrative	822,971	792,381	1,722,792	1,518,601
Research and development costs	6,779	2,898	10,157	3,425
Total operating expenses	829,750	795,279	1,732,949	1,522,026
Income (loss) from operations	100,971	(169,861)	(214,793)	(482,583)
Other (income) expense, net
Interest expense	(21,136)	(19,983)	(41,088)	(35,183)
Income (Loss) before provision for income taxes	79,835	(189,844)	(255,881)	(517,766)
Provision for income taxes
Net Income (Loss)	$ 79,835	$ (189,844)	$ (255,881)	$ (517,766)
Basic income (loss) per common share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)
Basic weighted average common shares outstanding	437,841,152	437,196,851	437,940,254	430,188,472
Diluted income (loss) per common share	$ 0.00	$ (0.00)	$ (0.00)	$ (0.00)
Diluted weighted average common shares outstanding	545,332,389	437,196,851	437,940,254	430,188,472
Nonrelated Party [Member]
Revenues
Total Revenues	$ 2,213,499	$ 1,866,022	$ 3,705,798	$ 3,293,985
Cost of revenues
Cost of revenues	1,333,527	1,290,525	2,223,445	2,361,593
Royalties expense	37,419	41,150	105,403	75,973
Related Party [Member]
Revenues
Total Revenues	176,127	205,690	291,350	416,780
Cost of revenues
Cost of revenues	75,968	99,136	129,092	208,061
Royalties expense	$ 11,991	$ 15,483	$ 21,052	$ 25,695

v3.24.2.u1

Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Payable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 425	$ 42,553	$ 14	$ 18,916,876	$ (16,437,495)	$ 2,522,373
Balance, shares at Dec. 31, 2022	425,000	425,520,662	138,941
Shares issued for the purchase of units		$ 1,143		198,857		200,000
Shares issued for the purchase of units, shares		11,428,570
Shares issued for accrued interest on convertible notes		$ 20		8,316		8,336
Shares issued for accrued interest on convertible notes, shares		198,204
Stock Option Expense				11,034		11,034
Net income (loss)					(327,922)	(327,922)
Balance at Mar. 31, 2023	$ 425	$ 43,716	$ 14	19,135,083	(16,765,417)	2,413,821
Balance, shares at Mar. 31, 2023	425,000	437,147,436	138,941
Balance at Dec. 31, 2022	$ 425	$ 42,553	$ 14	18,916,876	(16,437,495)	2,522,373
Balance, shares at Dec. 31, 2022	425,000	425,520,662	138,941
Net income (loss)						(517,766)
Balance at Jun. 30, 2023	$ 425	$ 43,736	$ 14	19,150,577	(16,955,261)	2,239,491
Balance, shares at Jun. 30, 2023	425,000	437,345,641	138,941
Balance at Mar. 31, 2023	$ 425	$ 43,716	$ 14	19,135,083	(16,765,417)	2,413,821
Balance, shares at Mar. 31, 2023	425,000	437,147,436	138,941
Shares issued for accrued interest on convertible notes		$ 20		8,306		8,326
Shares issued for accrued interest on convertible notes, shares		198,205
Stock Option Expense				7,188		7,188
Net income (loss)					(189,844)	(189,844)
Balance at Jun. 30, 2023	$ 425	$ 43,736	$ 14	19,150,577	(16,955,261)	2,239,491
Balance, shares at Jun. 30, 2023	425,000	437,345,641	138,941
Balance at Dec. 31, 2023	$ 425	$ 43,775	$ 14	19,236,068	(17,685,610)	1,594,672
Balance, shares at Dec. 31, 2023	425,000	437,742,050	138,941
Shares issued for accrued interest on convertible notes		$ 20		10,987		11,007
Shares issued for accrued interest on convertible notes, shares		198,204
Stock Option Expense				12,423		12,423
Net income (loss)					(335,716)	(335,716)
Balance at Mar. 31, 2024	$ 425	$ 43,795	$ 14	19,259,478	(18,021,326)	1,282,386
Balance, shares at Mar. 31, 2024	425,000	437,940,254	138,941
Balance at Dec. 31, 2023	$ 425	$ 43,775	$ 14	19,236,068	(17,685,610)	1,594,672
Balance, shares at Dec. 31, 2023	425,000	437,742,050	138,941
Net income (loss)						(255,881)
Balance at Jun. 30, 2024	$ 425	$ 43,821	$ 14	19,266,452	(17,941,491)	1,369,221
Balance, shares at Jun. 30, 2024	425,000	438,200,135	138,941
Balance at Mar. 31, 2024	$ 425	$ 43,795	$ 14	19,259,478	(18,021,326)	1,282,386
Balance, shares at Mar. 31, 2024	425,000	437,940,254	138,941
Shares issued for accrued interest on convertible notes		$ 26		6,974		7,000
Shares issued for accrued interest on convertible notes, shares		259,881
Net income (loss)					79,835	79,835
Balance at Jun. 30, 2024	$ 425	$ 43,821	$ 14	$ 19,266,452	$ (17,941,491)	$ 1,369,221
Balance, shares at Jun. 30, 2024	425,000	438,200,135	138,941

v3.24.2.u1

Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (255,881)	$ (517,766)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	77,953	79,237
Amortization of debt discount	8,188	5,259
Amortization of right-of-use asset	127,001	133,350
Allowance for Nomad recall		(74,200)
Stock Based Compensation - Options	12,423	18,219
Shares issued for interest on convertible notes	18,007	16,662
Changes in operating assets and liabilities
Change in accounts receivable, net	(200,524)	(139,294)
Change in accounts receivable - related parties	(42,553)	(11,928)
Change in inventory	(87,237)	282,955
Change in prepaid expenses and other current assets	(265,735)	(49,063)
Change in other assets	4,899
Change in accounts payable and accrued liabilities	112,000	(89,068)
Change in customer deposits and unearned revenue	433,506	216,598
Change in long term lease liability	(125,940)	(129,453)
Change in other liabilities	116,707	49,123
Change in accounts payable - related parties	15,415	(14,698)
Net cash used in operating activities	(51,771)	(224,067)
Cash flows from investing activities:
Purchase of fixed assets	(12,492)	(5,737)
Net cash used in investing activities	(12,492)	(5,737)
Cash flows from financing activities:
Proceeds from issuance of units		200,000
Proceeds of related party demand note	280,000
Proceeds of long term debt	32,274
Repayment of debt	(26,087)	(35,881)
Net cash provided by in financing activities	286,187	164,119
Net decrease in cash	221,924	(65,685)
Cash, beginning balance	431,112	484,427
Cash, end of period	653,036	418,742
Supplemental disclosures of cash flow information:
Cash Paid for Interest		6,860
Cash Paid for Income Taxes
Supplemental disclosure of non-cash financing activities:
Common Stock issued for payment of convertible note interest	18,007	8,336
Equipment obtained through financing		$ 63,689

v3.24.2.u1

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ 79,835	$ (335,716)	$ (189,844)	$ (327,922)	$ (255,881)	$ (517,766)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

v3.24.2.u1

Company Overview	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Company Overview	Note 1. Company Overview   Brownie’s Marine Group, Inc. (the “Company”) designs, tests, manufactures and distributes recreational hookah diving, scuba, and water safety products through its wholly owned subsidiary, Trebor Industries, Inc., a Florida corporation, incorporated in 1981 (“Trebor” or “BTL”), manufactures and sells high pressure air and industrial compressor packages, yacht based scuba air compressor and nitrox generation systems through its wholly owned subsidiary, Brownie’s High Pressure Compressor Services, Inc., a Florida corporation incorporated in 2017 (“BHP”) and doing business as LW Americas (“LWA”) and develops and markets portable battery powered surface supplied air dive systems through its wholly owned subsidiary BLU3, Inc., a Florida corporation (“BLU3”). On September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Submersible Acquisition, Inc., a Florida corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V, LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became a wholly owned subsidiary of the Company.   Submersible is a manufacturer of high pressure tanks and redundant air systems for the military and recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies and the dive industry throughout the world.   On February 13, 2022 the Company filed with the Florida Department of State, the articles of incorporation for a new wholly owned subsidiary, Live Blue, Inc. (“LBI”). LBI utilizes technology developed by BLU3 to provide new users and interested divers a guided tour experience. On May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba, LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M. Gagas and William Frenier, the sole members of Gold Coast Scuba (together, the “LLC Members”) and LBI. Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets. In addition, LBI assumed the lease for the premises for Gold Coast Scuba as part of this asset acquisition.

v3.24.2.u1

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2. Basis of Presentation and Summary of Significant Accounting Policies   Basis of Presentation   The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2024.     Principles of Consolidation   The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.   Use of estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.   Cash and cash equivalents   Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.   Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At June 30, 2024 and December 31, 2023, the Company had approximately $199,337 and $25,000 in excess of the FDIC insured limit.   Accounts receivable   The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due).   In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at June 30, 2024, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time). As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category. Accordingly, the allowance for expected credit losses at June 30, 2024 and December 31, 2023 totaled $62,064 and $54,427, respectively.   Inventory   Inventory consists of the following:  Schedule of Inventory     June 30, 2024 (unaudited)     December 31, 2023                 Raw materials   $ 1,191,192     $ 1,063,888   Work in process     49,580       63,258   Finished goods     987,459       1,004,160   Rental Equipment     55,893       55,893   Allowance excess and obsolete inventory     (198,080 )     (188,392 ) Inventory, net   $ 2,086,044     $ 1,998,807       Revenue Recognition   The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers. The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due upon receipt of the invoice and the contracts do not have significant financing components. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and promotional allowances. Such provisions are calculated based on the actual allowances given. Management believes that adequate provision has been made for cash discounts, returns, spoilage and promotional allowances based on the Company’s historical experience.   A breakdown of the total revenue between related party and non-related party revenue is as follows:   Schedule of Related Party and Non-Related Party Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Revenues   $ 3,705,798     $ 3,293,985   Revenues - related parties     291,350       416,780   Total Revenues   $ 3,997,148     $ 3,710,765     Cost of Sales   Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out- bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete inventory, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials.   The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows:  Schedule of Related Party and Non-Related Party Cost of Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Cost of revenues   $ 2,223,445     $ 2,361,593   Cost of revenues - related parties     129,092       208,061   Cost of revenues     129,092       208,061   Royalties expense - related parties     21,052       25,695   Royalties expense     105,403       75,973   Total cost of revenues   $ 2,478,992     $ 2,671,322       Lease Accounting   The Company accounts for leases in accordance with ASC 842, Leases.   The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases.   The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment. All other leases are categorized as operating leases. The Company did not have any finance leases as of June 30, 2024. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and account for them as a lease.   Operating lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to the Company. Operating lease right-of-use (“ROU”) assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Operating lease ROU assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.   When the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.   For the six months ended June 30, 2024, and June 30, 2023, cash paid for operating lease liabilities was $125,940 and $129,453, respectively.   Supplemental balance sheet information related to leases was as follows:  Schedule of Supplemental Balance Sheet Information Operating Leases   June 30, 2024       (unaudited)   Right-of-use assets   $ 717,082   Current lease liabilities   $ 194,385   Non-current lease liabilities     554,744   Total lease liabilities   $ 749,129     Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.   The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price.     Derivatives   The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of June 30, 2024, and December 31, 2023, the Company did not have any derivative liabilities.   Loss per share of common stock   Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted- average number of outstanding common shares during the applicable period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. For the three months ended June 30, 2024, 107,491,237 were included in diluted weighted average common shares outstanding and for the three months ended June 30, 2023, 149,087,986 shares of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the six months ended June 30, 2024, and June 30, 2023, 107,491,237 and 149,087,986 shares, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.   Recent accounting pronouncements   ASU 2016-13 Current Expected Credit Loss (ASC326)   In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, with no effect to the financial statements.   ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity.   In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable.

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Going Concern	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3. Going Concern   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date these consolidated financial statements were issued. For the six months ended June 30, 2024, the Company incurred a net loss of $255,881. At June 30, 2024, the Company had an accumulated deficit of $17,941,491. Despite a working capital surplus of approximately $149,694 at June 30, 2024, the continued losses and cash used in operations raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to increase revenues, control expenses, raise capital and sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company. The consolidated financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

v3.24.2.u1

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions   The Company sells products to Brownie’s Southport Divers, Brownie’s Yacht Toys and Brownie’s Palm Beach Divers, companies owned by the brother of Robert Carmichael, the Company’s Chief Executive Officer and Chief Financial Officer. Terms of sale are no more favorable than those extended to any of the Company’s other customers with similar sales volumes. These entities accounted for 7.3% and 11.2% of the net revenues for the six months ended June 30, 2024 and June 30, 2023, respectively. Accounts receivable from these entities totalled $67,286 and $17,828, at June 30, 2024 and December 31, 2023, respectively.   The Company sells products to Brownies Global Logistics (“BGL”) and 940 Associates (“940 A”), entities wholly-owned by Robert Carmichael. Terms of sale are more favorable than those extended to the Company’s regular customers, but no more favorable than those extended to the Company’s strategic partners. Accounts receivable from these entities totalled $7,397 and $14,302 at June 30, 2024 and December 31, 2023, respectively.   The Company had accounts payable to related parties of $56,993 and $46,578 at June 30, 2024 and December 31, 2023, respectively. The balance payable at June 30, 2024 was comprised of $43,096 due to 940 A, $3,897 due to Robert Carmichael and $10,000 due to Blake Carmichael. At December 31, 2023, the balance payable was comprised of $29,559 due to 940 A, $12,019 due to Robert Carmichael and $5,000 due to Blake Carmichael.   The Company has exclusive license agreements with 940 A to license the trademark “Brownie’s Third Lung”, “Tankfill”, “Brownie’s Public Safety” and various other related trademarks as listed in the agreements. The agreements provide that the Company pay 2.5% of gross revenues per quarter as a royalty to 940A. Total royalty fees paid to 940A for the three months ended June 30, 2024 and June 30, 2023 was $21,052 and $25,695, respectively. The accrued royalty for June 30, 2024 and December 31, 2023 was $6,978 and $2,238 which is included in other liabilities.   On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day value weighted average price (“VWAP”) of the Company’s stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.021 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $19,250 for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. There were payments totaling $3,047 made with products in kind during the three months ended June 30, 2024. The outstanding balance on this note was $54,088 as of June 30, 2024.   On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, a Company director, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.   On September 14, 2023, the Company issued a convertible demand 8% promissory note in the principal amount of $50,000 to Robert Carmichael for funds to meet the working capital needs of BLU3. There is no amortization schedule for the note, and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. The note holder may demand payment or convert the outstanding principal at a conversion rate of $0.01351 per share at any time. The conversion rate was calculated at a 35% discount to the 90 day VWAP of the Company’s stock as of the date of the note. The Company recorded $-0- for the beneficial conversion feature. As this conversion rate is a fixed rate, the embedded conversion feature is not a derivative liability. The outstanding balance on this note was $50,000 as of June 30, 2024.   On November 14, 2023, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $150,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the Note is May 7, 2024 (the “Maturity Date”). The Note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments shall be due and payable on a monthly basis. On The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $150,000 was outstanding as of June 30, 2024, and the due date was extended to a due date of November 8, 2024, pursuant to an amendment dated May 7, 2024.   On February 5, 2024, the Company borrowed funds through the issuance of a promissory note (the Note) in the principal amount of $280,000 to Charles Hyatt, a Company director, for working capital requirements and payment of certain expenses in connection with the Company’s business combinations. The maturity date of the Note is August 6, 2024 (the “Maturity Date”). The Note bears interest at a rate of 9.9% per annum, and a default interest of 18% per annum. Interest payments shall be due and payable on a monthly basis. The Company may prepay the Note in whole or in part, at any time without premium or penalty. The balance of $280,000 was outstanding as of June 30, 2024, and the due date was extended to a due date of November 8, 2024, pursuant to an amendment dated August 6, 2024.     On March 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.   On June 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,287.   On September 30, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,287.   On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.   On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2024. The fair value of these shares was $4,007.   On June 30, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2024. The fair value of these shares was $1,336.

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Convertible Promissory Notes and Loans Payable	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Convertible Promissory Notes and Loans Payable	Note 5. Convertible Promissory Notes and Loans Payable   Convertible Promissory Notes   Convertible promissory notes consisted of the following at June 30, 2024:   Schedule of Convertible Promissory Notes  Origination Date   Maturity Date   Interest Rate     Origination Principal Balance     Original Discount Balance     Period End Principal Balance     Period End Discount Balance     Period End Balance, Net     Accrued Interest Balance     Reg.   9/03/21   9/03/24     8 %     346,500       (12,355 )   $ 346,500     $ (1,274 )   $ 345,226       -       (1 ) 9/03/21   9/03/24     8 %     3,500       (125 )     3,500       (10 )     3,490       -       (2 ) 9/30/22   Demand     8 %     66,793       (19,245 )     63,746       (9,658 )     54,088       -       (3 )                                 $ 413,746     $ (10,942 )   $ 402,804     $ -             (1) On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. (2) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. (3) On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.      A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of June 30, 2024: Schedule of Breakdown Current and Long-term Amounts      Summit Holdings V, LLC Note     Tierra Vista Partners, LLC Note     Robert Carmichael Note     Total                             2024     346,500       3,500       63,746       413,746   Discount     (1,274 )     (10 )     (9,658 )     (10,942 ) Total Loan Payments   $ 345,226     $ 3,490     $ 54,088     $ 402,804   Current Portion of Loan Payable   $ (345,226 )   $ (3,490 )   $ (54,088 )   $ (402,804 ) Non-Current Portion of Loan Payable   $ -     $ -     $ -     $ -     (1) On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the three months ended June 30, 2024.   Schedule of Future Amortization of Notes Payable     Payment Amortization           2024     346,500   Total Note Payments   $ 346,500   Current portion of note payable     (346,500 ) Non-Current Portion of Notes Payable   $ -     (2) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the three months ended June 30, 2024.   Schedule of Future Amortization of Notes Payable     Payment Amortization             2024     3,500   Total Note Payments   $ 3,500   Current portion of note payable     (3,500 ) Non-Current Portion of Notes Payable   $ -       (3) On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.   Loans Payable  Schedule of Future Amortization of Loans Payable     Mercedes BMG (1)     Navitas BLU3 (2)     NFS SSI (3)     Navitas 2022 BLU3 (4)     Navitas 2024 BLU3 (5)     Total   2024 (6 months)   $ 5,584     $ 10,569     $ 13,693     $ 18,325     $ 2,977     $ 51,149   2025     8,687       19,556       12,329       25,143       5,604       71,319   2026     -       6,339       -       -       6,304       12,643   2027     -               -       -       7,092       7,092   Thereafter     -       -       -       -       8,685       8,685   Total Loan Payments   $ 14,271     $ 36,464     $ 26,022     $ 43,468     $ 30,662     $ 150,887   Current Portion of Loan Payable   $ (11,168 )   $ (17,312 )   $ (26,022 )   $ (21,355 )   $ (5,232 )   $ (81,089 ) Non-Current Portion of Loan Payable   $ 3,103     $ 19,152     $ -     $ 22,113     $ 25,430     $ 69,798     (1) On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The loan balance as of June 30, 2024 was $14,271 and $19,855 as of December 31, 2023.     (2) On May 19, 2021, BLU3 executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $75,764 payable over 60 equal monthly installments of $1,611. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $36,464 and $42,525 as of December 31, 2023.     (3) On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $84,500 of which $63,375 was financed by NFS Leasing on August 15, 2022. The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of June 30, 2024 and December 31, 2023 was $26,022 and $38,607, respectively.     (4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $63,689 payable over 36 equal monthly installments of $2,083. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $43,468 and $44,839 as of December 31, 2023.     (5) On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $30,662.

v3.24.2.u1

Goodwill and Intangible Assets, Net	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	Note 6. Goodwill and Intangible Assets, Net   The following table sets for the changes in the carrying amount of the Company’s Goodwill for the six months ended June 30, 2024. Summary of Changes in Goodwill      2024   Balance, January 1   $ 249,986   Addition:     -   Balance, June 30   $ 249,986     The Company performed an evaluation of the value of goodwill at December 31, 2023. Based upon this evaluation it was determined that there should be no adjustment to goodwill. There has been nothing noted during the six months ended June 30, 2024 that would indicate that the value of goodwill should change through that date.   The following table sets for the components of the Company’s intangible assets at June 30, 2024:  Summary of Intangible Assets     Amortization Period (Years)     Cost     Accumulated Amortization     Net Book Value                             Intangible Assets Subject to amortization                                 Trademarks     15     $ 121,000     $ (22,811 )   $ 98,189   Customer Relationships     10       600,000       (170,000 )     430,000   Non-Compete Agreements     5       22,000       (12,467 )     9,533   Total           $ 743,000       $ (205,278)     $ 537,722     The aggregate amortization remaining on the intangible assets as of June 30, 2024 is a follows:   Schedule of Estimated Intangible Assets Amortization Expense     Intangible Assets Amortization   2024 (6 months remaining)     36,233   2025     72,467   2026     71,367   2027     68,066   2028     68,066   Thereafter     221,523   Total   $ 537,722     Amortization expense for amortizable intangible assets for each of the six months ended June 30, 2024 and 2023 was $36,233.

v3.24.2.u1

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Stockholders’ Equity	Note 7. Stockholders’ Equity   Common Stock   On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.   On March 31, 2023, the Company issued 61,204 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2023. The fair value of these shares was $1,336.   On March 31, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending December 31, 2022. The fair value of these shares was $7,000.   On June 30, 2023, the Company issued 61,205 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2023. The fair value of these shares was $1,326.   On June 30, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2023. The fair value of these shares was $7,000.   On September 30, 2023, the Company issued 61,205 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending September 30, 2023. The fair value of these shares was $1,326.   On September 30, 2023, the Company issued an aggregate of 137,000 shares of common stock to the holders of convertible notes for payment of interest for the three months ending September 30, 2023. The fair value of these shares was $7,000.   On December 31, 2023, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending December 31, 2023. The fair value of these shares was $1,287.   On December 31, 2023, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending December 31, 2023. The fair value of these shares was $7,000.   On March 31, 2024, the Company issued 61,677 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending March 31, 2024. The fair value of these shares was $4,007.   On March 31, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending March 31, 2024. The fair value of these shares was $7,000.   On June 30, 2024, the Company issued 123,354 shares of common stock to Robert Carmichael for payment of interest on the convertible demand note for the three months ending June 30, 2024. The fair value of these shares was $2,672.   On June 30, 2024, the Company issued an aggregate of 136,527 shares of common stock to the holders of convertible notes for payment of interest for the three months ending June 30, 2024. The fair value of these shares was $4,328.   Preferred Stock   During the second quarter of 2010, the holders of the majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Articles of Incorporation authorizing the issuance of 10,000,000 shares of blank check preferred stock. The blank check preferred stock as authorized has such voting powers, designations, preferences, limitations, restrictions and relative rights as may be determined by the Board of Directors of the Company from time to time in accordance with the provisions of the Florida Business Corporation Act. In April 2011, the Board of Directors designated 425,000 shares as Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock is convertible into a share of the Company’s common stock at any time at the option of the holder at a conversion price of $18.23 per share. Holders of shares of Series A Convertible Preferred Stock are entitled to 250 votes for each share held. The Company’s common stock and Series A Convertible Preferred Stock vote together on any matters submitted to our shareholders. As of June 30, 2024, and December 31, 2023, 425,000 shares of Series A Convertible Preferred Stock are issued and outstanding and are owned by Robert Carmichael.     Equity Incentive Plan   On May 26, 2021 the Company adopted an Equity Incentive Plan (the “Plan”). Under the Plan, stock options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options, stock purchase rights, time vested and/performance invested restricted stock, and stock appreciation rights and unrestricted shares may also be granted under the Plan. 25,000,000 shares are reserved for issuance under the Plan. The term of the Plan is ten years.   The Company also issued options outside of the Plan that were not approved by the security holders. These options may be granted to employees, directors, and consultants in the form of incentive stock options or non-qualified stock options.   Equity Compensation Plan Information as of June 30, 2024:  Schedule of Equity Compensation Plan Information     Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)     Weighted – average exercise price of outstanding options, warrants and rights (b)     Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)   Equity Compensation Plans Approved by Security Holders     3,150,000     $ 0.0399       21,680,882   Equity Compensation Plans Not Approved by Security Holders     64,164,637       0.0293       —   Total     67,314,637     $ 0.0298       21,680,882     Options   The Company has issued options to purchase approximately 67,314,637 shares of its common stock at an weighted average exercise price of $0.0298 with a fair value of approximately $37,000. For the three months ended June 30, 2024, and the year ended December 31, 2023, the Company issued no options to purchase shares.   For the six months ended June 30, 2024 and 2023, the Company recognized an expense of $12,423 and $18,222, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black-Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of June 30, 2024, the Company had $1,066,753 of unrecognized pre-tax non-cash compensation expense related to performance based options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 1.5 years. The Company uses straight-line amortization of compensation expense over the requisite service period for time-based options. For performance-based options the Company evaluates the likelihood of a vesting qualification being met, and will establish the expense based on that evaluation. The maximum contractual term of the Company’s stock options is 5 years. The Company recognizes forfeitures and expirations as they occur. Options to purchase 42,198,387 shares of common stock have vested as of June 30, 2024.     The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:  Schedule of Valuation Assumptions of Options     Six Months ended June 30,       2024     2023   Expected volatility     172.0% - 346.4 %       172.0 – 346.4 %   Expected term     1.5 – 5.0 Years       1.5 – 5.0 Years   Risk-free interest rate     0.16% - 4.64 %       0.16% - 4.64 %   Forfeiture rate     0.17 %     0.17 %   The expected volatility was determined with reference to the historical volatility of the Company’s common stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant.   A summary of the status of the Company’s outstanding stock options as of June 30, 2024 and December 31, 2023 and changes during the periods ending on such dates is as follows:   Schedule of Outstanding Stock Option Activity     Number of     Weighted Average Exercise     Weighted Average Remaining Contractual     Aggregate Intrinsic       Options     Price     Life in Years     Value   Outstanding at December 31, 2022     238,439,167     $ 0.0362       1.43           Granted     -       -                   Forfeited     (170,999,530 )     0.0379                   Exercised     -       -                   Cancelled     -        -                   Outstanding – December 31, 2023     67,439,637     $ 0.0360       1.43           Exercisable – December 31, 2023     41,057,753     $ 0.0211       0.81     $ -                                     Granted     -       -                   Forfeited     125,000       0.0440                   Exercised     -       -                   Cancelled     -       -                   Outstanding – June 30, 2024     67,314,637     $ 0.0298       1.26           Exercisable – June 30, 2024     42,198,387     $ 0.0216       0.37     $ -     The following table summarizes information about employee stock options outstanding at June 30, 2024.   Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price   Number outstanding at June 30, 2024     Weighted average remaining Life     Weighted average exercise price     Number exercisable at June 30,2024     Weighted average exercise price     Weighted average remaining life   $ 0.0180 - $0.0225     35,295,237       0.08     $ 0.0180       35,295,237     $ 0.0180       0.08   $ 0.0229 - $0.0325     1,050,000       1.89     $ 0.0324       1,043,750     $ 0.0324       1.89   $ 0.0360 - $0.0425     23,009,400       2.04     $ 0.0398       5,009,400     $ 0.0393       1.86   $ 0.0440 - $0.0531     7,960,000       2.11     $ 0.0531       850,000     $ 0.0529       1.53   Outstanding options     67,314,637       1.02       0.0298       42,198,387       0.02176       0.37     At June 30, 2024, there was $1,066,753 of unrecognized stock option expense which may be recognized only if the full vesting requirements for these options are met.   At June 30, 2024, there was $69,001 of total unrecognized stock option expense, which is expected to be recognized on a straight-line basis over a weighted-average period of 0.45 years.     Warrants   On January 18, 2023 and February 18, 2023, the Company issued to Charles Hyatt, an aggregate of 11,428,570 units, with each unit consisting of one share of common stock and a two-year common stock purchase warrant to purchase one share of common stock at an exercise price of $0.0175 per share in consideration of $200,000.   A summary of the Company’s warrants as of December 31, 2023 and changes during the six months ended June 30, 2024 is presented below:  Schedule of Warrants Activity     Number of     Weighted Average Exercise     Weighted Average Remaining Contractual     Aggregate Intrinsic       Warrants     Price     Life in Years     Value   Outstanding – December 31, 2023     25,684,521     $ 0.0247       0.93     $ 24,000   Granted     -                           Exercised     -                           Forfeited or Expired     -                           Outstanding – June 30, 2024     25,684,521     $ 0.0247       0.43           Exercisable – June 30, 2024     25,684,521     $ 0.0247       0.43     $ -

v3.24.2.u1

Commitments and contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Note 8. Commitments and contingencies   Royalty Agreement   On June 30, 2020, the Company entered into Amendment No. 2 to its Patent License Agreement with Setaysha Technical Solutions, LLC (“STS”). The Amendment, among other things, provides that STS provide 30 hours per week of commercialization support for its NextGen licensed products without charge. In consideration therefor, the Company agreed to an increased minimum yearly royalty payment of $60,000 for years 2022, 2023 and 2024, with a yearly fourth quarter reconciliation with earned royalties. In addition, if the Company terminates the Agreement with STS prior to December 31, 2023, the Company is obligated to pay STS $180,000, less cumulative royalties paid in excess of $334,961 for the years 2019 through 2024. Royalty recorded under the Amendment was $105,403 and $75,973 for the six months ended June 30, 2024 and 2023, respectively.     Consulting and Employment Agreements   On August 1, 2021, the Company and Blake Carmichael entered into a three-year employment agreement (the “Blake Carmichael Employment Agreement”) pursuant to which Mr. Carmichael served as Chief Executive Officer of BLU3. In consideration for his services, Blake Carmichael received (i) an annual base salary of $120,000, payable in accordance with the customary payroll practices of the Company, (ii) a cash bonus equal to 5% of the net income of BLU3, payable quarterly, beginning with the first full calendar quarter after the execution of the agreement, and (iii) upon execution of the Carmichael Employment Agreement, a non-qualified five-year stock option to purchase 3,759,400 shares at $0.0399, 33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement. In addition, Blake Carmichael is entitled to receive a five-year stock option to purchase up to 18,000,000 shares of common stock at an exercise price of $0.0399 per share that will vest upon annual financial metrics based upon a revenue measurement, expediency measurement and an EBITDA measurement. A measurement was made for the six months ended June 30, 2024 resulting in no additional expense since the vesting criteria were not met.   On September 3, 2021, SSI and Christeen Buban entered into a three-year employment agreement (the “Buban Employment Agreement”) pursuant to which Ms. Buban shall serve as the President of SSI. In consideration for her services, Mrs. Buban shall receive (i) an annual base salary of $110,000, payable in accordance with the customary payroll practices of the Company, (ii) a car allowance and cell phone allowance of $10,800 per year, (iii) a five-year option issued under the Plan to purchase 300,000 shares of common stock of the Company at $0.0531 per share, which option vests quarterly over the eight calendar quarters.   In addition, Mrs. Buban is entitled to receive a five-year stock option to purchase up to 7,110,000 shares of common stock of the Company at an exercise price of $0.0531 per share, which vests upon the attainment of certain defined annual financial metrics, as set forth in the Buban Employment Agreement. A measurement was made for the three months ended June 30, 2024 and no expense was recorded based upon the vesting criteria not being met.     On January 17, 2022, the Company entered into an agreement with The Crone Law Group, PC (“CLG”) for the provision of legal services. In consideration therefore, the Company will pay CLG a monthly flat fee of $3,000 for SEC reporting work and its normal hourly rate for other legal work and issued 1,000,000 shares of common stock with a fair market value of $27,500 to CLG.   On May 2, 2022, the Company entered into a two-year employment agreement with Steven Gagas (the “Gagas Employment Agreement”) pursuant to which Mr. Gagas shall serve as the General Manager of the dive shop currently operating within LBI. In consideration for his services Mr. Gagas shall receive an annual salary of $50,000.   On May 2, 2022, LBI, entered into a lease assignment agreement with Gold Coast Scuba, LLC and Vicnsons Realty Group, LLC whereby LBI is the assignee of a three year lease for the property located at 259 Commercial Blvd., Suites 2 and 3 in Lauderdale-By-The Sea, Florida for $2,816 per month base rent. The lease expired on March 31, 2023 and LBI is currently renting on a month to month basis. LBI has the option to renew the lease for a two year term with an increase of base rent of 3.5%.   On September 14, 2022, SSI entered into a sixty-month lease renewal for its facility in Huntington Beach, California commencing on February 1, 2022 with base rent of approximately $17,550 per month for the first 24 months with an annual escalation clause of 3.0% thereafter. Obligations under the lease are guaranteed by the Company. The Company paid an additional security deposit of $10,727 upon entering into the lease.   On September 30, 2022, SSI entered into a sublease of its facility in Huntington Beach, California with Camburg Engineering, Inc. (“Tenant”) commencing October 1, 2022, The term of the sublease is through December 31, 2023, with a base monthly rent of $2,247 for the first twelve months with a 3% annual escalation thereafter. The Tenant also pays a monthly common area maintenance of $112. The Tenant provided a security deposit of $2,426 upon entering into the sublease.   On December 22, 2022, the U.S. Consumer Products Safety Commission (the “CPSC”) issued a voluntary recall notice for the Nomad tankless dive system, which is distributed by BLU3, Inc. As part of the recall procedure, the CPSC has approved the Company’s proposed remedy for the recall and BLU3 received units back from consumers to repair affected Nomad units. The Company has evaluated the costs of this recall and has deemed it necessary to set an allowance of $160,500 for such costs. During the twelve months ended December 31, 2023 the Company repaired and returned 653 units to customers resulting in a reduction of the allowance of $93,161 for the twelve months ended December 31, 2023.

v3.24.2.u1

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events   The Company has completed an evaluation of all subsequent events through August 29, 2024, the date the financial statements were issued. The Company has concluded that no subsequent event has occurred that requires disclosure.

v3.24.2.u1

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation   The unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete annual financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The balance sheet as of December 31, 2023 has been derived from the Company’s annual financial statements that were audited by an independent registered public accounting firm but does not include all of the information and footnotes required for complete annual financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a broader discussion of the Company’s business and the risks inherent in such business. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending December 31, 2024.
Principles of Consolidation	Principles of Consolidation   The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Trebor, BHP, BLU3, SSI and LBI. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of estimates	Use of estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and cash equivalents   Only highly liquid investments with original maturities of 90 days or less are classified as cash and equivalents. These investments are stated at cost, which approximates market value.   Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per EIN. At June 30, 2024 and December 31, 2023, the Company had approximately $199,337 and $25,000 in excess of the FDIC insured limit.
Accounts receivable	Accounts receivable   The Company manufactures and sells its products to a broad range of customers, primarily retail stores. Few customers are provided with payment terms of 30 days. The Company has tracked historical loss information for its trade receivables and compiled historical credit loss percentages for different aging categories (current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and more than 90 days past due).   In accordance with ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), management believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for trade receivables held at June 30, 2024, because the composition of the trade receivables at that date is consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its customers and its lending practices have not changed significantly over time). As a result, management applied the applicable credit loss rates to determine the expected credit loss estimate for each aging category. Accordingly, the allowance for expected credit losses at June 30, 2024 and December 31, 2023 totaled $62,064 and $54,427, respectively.
Inventory	Inventory   Inventory consists of the following:  Schedule of Inventory     June 30, 2024 (unaudited)     December 31, 2023                 Raw materials   $ 1,191,192     $ 1,063,888   Work in process     49,580       63,258   Finished goods     987,459       1,004,160   Rental Equipment     55,893       55,893   Allowance excess and obsolete inventory     (198,080 )     (188,392 ) Inventory, net   $ 2,086,044     $ 1,998,807
Revenue Recognition	Revenue Recognition   The Company recognizes revenue in accordance with ASC Topic 606 Revenue from Contracts with Customers. The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. Generally, payment is due upon receipt of the invoice and the contracts do not have significant financing components. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and promotional allowances. Such provisions are calculated based on the actual allowances given. Management believes that adequate provision has been made for cash discounts, returns, spoilage and promotional allowances based on the Company’s historical experience.   A breakdown of the total revenue between related party and non-related party revenue is as follows:   Schedule of Related Party and Non-Related Party Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Revenues   $ 3,705,798     $ 3,293,985   Revenues - related parties     291,350       416,780   Total Revenues   $ 3,997,148     $ 3,710,765     Cost of Sales   Cost of sales consists of the cost of the components of finished goods, the costs of raw materials utilized in the manufacture of products, in-bound and out- bound freight charges, direct manufacturing labor as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete inventory, and royalties paid on licensing agreements. Components account for the largest portion of the cost of sales. Components include plastic molded parts, gas powered engines, aluminum pressure bottles, electronic parts, batteries and packaging materials.   The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows:  Schedule of Related Party and Non-Related Party Cost of Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Cost of revenues   $ 2,223,445     $ 2,361,593   Cost of revenues - related parties     129,092       208,061   Cost of revenues     129,092       208,061   Royalties expense - related parties     21,052       25,695   Royalties expense     105,403       75,973   Total cost of revenues   $ 2,478,992     $ 2,671,322
Lease Accounting	Lease Accounting   The Company accounts for leases in accordance with ASC 842, Leases.   The lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. The Company elected the practical expedients permitted under the transition guidance of the new standard that retained the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company did not reassess whether any contracts entered into prior to adoption are leases or contain leases.   The Company categorizes leases with contractual terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow the Company to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment. All other leases are categorized as operating leases. The Company did not have any finance leases as of June 30, 2024. The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property. The Company elected the accounting policy to include both the lease and non-lease components of its agreements as a single component and account for them as a lease.   Operating lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to the Company. Operating lease right-of-use (“ROU”) assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases. Operating lease ROU assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.   When the Company has the option to extend the lease term, terminate the lease for the contractual expiration date, or purchase the leased asset, and it is reasonably certain that the Company will exercise the option, it considers these options in determining the classification and measurement of the lease. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.   For the six months ended June 30, 2024, and June 30, 2023, cash paid for operating lease liabilities was $125,940 and $129,453, respectively.   Supplemental balance sheet information related to leases was as follows:  Schedule of Supplemental Balance Sheet Information Operating Leases   June 30, 2024       (unaudited)   Right-of-use assets   $ 717,082   Current lease liabilities   $ 194,385   Non-current lease liabilities     554,744   Total lease liabilities   $ 749,129
Stock-Based Compensation	Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to measure the cost of employee and non-employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee and non-employee are required to provide service in exchange for the award, usually the vesting period.   The Company uses the Black-Scholes valuation model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the effective date of the agreement in accordance with generally accepted accounting principles, which includes determination of the fair value of the share-based transaction. The fair value is determined through use of the quoted stock price.
Derivatives	Derivatives   The accounting treatment of derivative financial instruments requires that the Company record certain warrants and embedded conversion options at their fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into certain note agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy, by earliest issuance date, in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors, as long as the certain variable issuance terms in certain convertible instruments exist. As of June 30, 2024, and December 31, 2023, the Company did not have any derivative liabilities.
Loss per share of common stock	Loss per share of common stock   Basic loss per share excludes any dilutive effects of options, warrants and convertible securities. Basic earnings per share is computed using the weighted- average number of outstanding common shares during the applicable period. Diluted loss per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. For the three months ended June 30, 2024, 107,491,237 were included in diluted weighted average common shares outstanding and for the three months ended June 30, 2023, 149,087,986 shares of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. For the six months ended June 30, 2024, and June 30, 2023, 107,491,237 and 149,087,986 shares, respectively, of potentially dilutive shares were not recognized as their inclusion would be anti-dilutive. These shares reflect shares potentially issuable under convertible notes, outstanding warrants, outstanding stock options and the conversion of preferred stock.
Recent accounting pronouncements	Recent accounting pronouncements   ASU 2016-13 Current Expected Credit Loss (ASC326)   In December 2021, the FASB issued an update to ASU No. 2016-13 the Current Expected Credit Losses (CECL) standard (ASC 326), which is designed to provide greater transparency and understanding of credit risk by incorporating estimated, forward-looking data when measuring lifetime Estimated Credit Losses (ECL) and requires enhanced financial statement disclosures. This guidance was adopted on January 1, 2023, with no effect to the financial statements.   ASU 2020-06 Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity.   In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts on an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.   Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption or are not applicable.

v3.24.2.u1

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Inventory	Inventory consists of the following:  Schedule of Inventory     June 30, 2024 (unaudited)     December 31, 2023                 Raw materials   $ 1,191,192     $ 1,063,888   Work in process     49,580       63,258   Finished goods     987,459       1,004,160   Rental Equipment     55,893       55,893   Allowance excess and obsolete inventory     (198,080 )     (188,392 ) Inventory, net   $ 2,086,044     $ 1,998,807
Schedule of Related Party and Non-Related Party Revenue	A breakdown of the total revenue between related party and non-related party revenue is as follows:   Schedule of Related Party and Non-Related Party Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Revenues   $ 3,705,798     $ 3,293,985   Revenues - related parties     291,350       416,780   Total Revenues   $ 3,997,148     $ 3,710,765
Schedule of Related Party and Non-Related Party Cost of Revenue	The breakdown of cost of sales to include cost of sales for related party and non-related party as well as the related party and non-related party royalty expense is as follows:  Schedule of Related Party and Non-Related Party Cost of Revenue                       Six months ended June 30       2024     2023       (unaudited)     (unaudited)   Cost of revenues   $ 2,223,445     $ 2,361,593   Cost of revenues - related parties     129,092       208,061   Cost of revenues     129,092       208,061   Royalties expense - related parties     21,052       25,695   Royalties expense     105,403       75,973   Total cost of revenues   $ 2,478,992     $ 2,671,322
Schedule of Supplemental Balance Sheet Information	Supplemental balance sheet information related to leases was as follows:  Schedule of Supplemental Balance Sheet Information Operating Leases   June 30, 2024       (unaudited)   Right-of-use assets   $ 717,082   Current lease liabilities   $ 194,385   Non-current lease liabilities     554,744   Total lease liabilities   $ 749,129

v3.24.2.u1

Convertible Promissory Notes and Loans Payable (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Instrument [Line Items]
Schedule of Convertible Promissory Notes	Convertible promissory notes consisted of the following at June 30, 2024:   Schedule of Convertible Promissory Notes  Origination Date   Maturity Date   Interest Rate     Origination Principal Balance     Original Discount Balance     Period End Principal Balance     Period End Discount Balance     Period End Balance, Net     Accrued Interest Balance     Reg.   9/03/21   9/03/24     8 %     346,500       (12,355 )   $ 346,500     $ (1,274 )   $ 345,226       -       (1 ) 9/03/21   9/03/24     8 %     3,500       (125 )     3,500       (10 )     3,490       -       (2 ) 9/30/22   Demand     8 %     66,793       (19,245 )     63,746       (9,658 )     54,088       -       (3 )                                 $ 413,746     $ (10,942 )   $ 402,804     $ -             (1) On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. (2) On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. (3) On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.
Schedule of Breakdown Current and Long-term Amounts	A breakdown of current and long-term amounts due are as follows for the convertible promissory notes as of June 30, 2024: Schedule of Breakdown Current and Long-term Amounts      Summit Holdings V, LLC Note     Tierra Vista Partners, LLC Note     Robert Carmichael Note     Total                             2024     346,500       3,500       63,746       413,746   Discount     (1,274 )     (10 )     (9,658 )     (10,942 ) Total Loan Payments   $ 345,226     $ 3,490     $ 54,088     $ 402,804   Current Portion of Loan Payable   $ (345,226 )   $ (3,490 )   $ (54,088 )   $ (402,804 ) Non-Current Portion of Loan Payable   $ -     $ -     $ -     $ -
Schedule of Future Amortization of Loans Payable	Schedule of Future Amortization of Loans Payable     Mercedes BMG (1)     Navitas BLU3 (2)     NFS SSI (3)     Navitas 2022 BLU3 (4)     Navitas 2024 BLU3 (5)     Total   2024 (6 months)   $ 5,584     $ 10,569     $ 13,693     $ 18,325     $ 2,977     $ 51,149   2025     8,687       19,556       12,329       25,143       5,604       71,319   2026     -       6,339       -       -       6,304       12,643   2027     -               -       -       7,092       7,092   Thereafter     -       -       -       -       8,685       8,685   Total Loan Payments   $ 14,271     $ 36,464     $ 26,022     $ 43,468     $ 30,662     $ 150,887   Current Portion of Loan Payable   $ (11,168 )   $ (17,312 )   $ (26,022 )   $ (21,355 )   $ (5,232 )   $ (81,089 ) Non-Current Portion of Loan Payable   $ 3,103     $ 19,152     $ -     $ 22,113     $ 25,430     $ 69,798     (1) On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The loan balance as of June 30, 2024 was $14,271 and $19,855 as of December 31, 2023.     (2) On May 19, 2021, BLU3 executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $75,764 payable over 60 equal monthly installments of $1,611. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $36,464 and $42,525 as of December 31, 2023.     (3) On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $84,500 of which $63,375 was financed by NFS Leasing on August 15, 2022. The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of June 30, 2024 and December 31, 2023 was $26,022 and $38,607, respectively.     (4) On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $63,689 payable over 36 equal monthly installments of $2,083. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $43,468 and $44,839 as of December 31, 2023.     (5) On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $30,662.
Convertible Notes Payable [Member] | Summit Holding V, LLC [Member]
Debt Instrument [Line Items]
Schedule of Future Amortization of Loans Payable	Schedule of Future Amortization of Notes Payable     Payment Amortization           2024     346,500   Total Note Payments   $ 346,500   Current portion of note payable     (346,500 ) Non-Current Portion of Notes Payable   $ -
Convertible Debenture [Member] | Tierra Vista Partners, LLC [Member]
Debt Instrument [Line Items]
Schedule of Future Amortization of Loans Payable	Schedule of Future Amortization of Notes Payable     Payment Amortization             2024     3,500   Total Note Payments   $ 3,500   Current portion of note payable     (3,500 ) Non-Current Portion of Notes Payable   $ -

v3.24.2.u1

Goodwill and Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Goodwill	The following table sets for the changes in the carrying amount of the Company’s Goodwill for the six months ended June 30, 2024. Summary of Changes in Goodwill      2024   Balance, January 1   $ 249,986   Addition:     -   Balance, June 30   $ 249,986
Summary of Intangible Assets	The following table sets for the components of the Company’s intangible assets at June 30, 2024:  Summary of Intangible Assets     Amortization Period (Years)     Cost     Accumulated Amortization     Net Book Value                             Intangible Assets Subject to amortization                                 Trademarks     15     $ 121,000     $ (22,811 )   $ 98,189   Customer Relationships     10       600,000       (170,000 )     430,000   Non-Compete Agreements     5       22,000       (12,467 )     9,533   Total           $ 743,000       $ (205,278)     $ 537,722
Schedule of Estimated Intangible Assets Amortization Expense	The aggregate amortization remaining on the intangible assets as of June 30, 2024 is a follows:   Schedule of Estimated Intangible Assets Amortization Expense     Intangible Assets Amortization   2024 (6 months remaining)     36,233   2025     72,467   2026     71,367   2027     68,066   2028     68,066   Thereafter     221,523   Total   $ 537,722

v3.24.2.u1

Stockholders’ Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Schedule of Equity Compensation Plan Information	Equity Compensation Plan Information as of June 30, 2024:  Schedule of Equity Compensation Plan Information     Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)     Weighted – average exercise price of outstanding options, warrants and rights (b)     Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a) (c)   Equity Compensation Plans Approved by Security Holders     3,150,000     $ 0.0399       21,680,882   Equity Compensation Plans Not Approved by Security Holders     64,164,637       0.0293       —   Total     67,314,637     $ 0.0298       21,680,882
Schedule of Valuation Assumptions of Options	The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black-Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following:  Schedule of Valuation Assumptions of Options     Six Months ended June 30,       2024     2023   Expected volatility     172.0% - 346.4 %       172.0 – 346.4 %   Expected term     1.5 – 5.0 Years       1.5 – 5.0 Years   Risk-free interest rate     0.16% - 4.64 %       0.16% - 4.64 %   Forfeiture rate     0.17 %     0.17 %
Schedule of Outstanding Stock Option Activity	A summary of the status of the Company’s outstanding stock options as of June 30, 2024 and December 31, 2023 and changes during the periods ending on such dates is as follows:   Schedule of Outstanding Stock Option Activity     Number of     Weighted Average Exercise     Weighted Average Remaining Contractual     Aggregate Intrinsic       Options     Price     Life in Years     Value   Outstanding at December 31, 2022     238,439,167     $ 0.0362       1.43           Granted     -       -                   Forfeited     (170,999,530 )     0.0379                   Exercised     -       -                   Cancelled     -        -                   Outstanding – December 31, 2023     67,439,637     $ 0.0360       1.43           Exercisable – December 31, 2023     41,057,753     $ 0.0211       0.81     $ -                                     Granted     -       -                   Forfeited     125,000       0.0440                   Exercised     -       -                   Cancelled     -       -                   Outstanding – June 30, 2024     67,314,637     $ 0.0298       1.26           Exercisable – June 30, 2024     42,198,387     $ 0.0216       0.37     $ -
Summary of Exercise Price of Employee Stock Options Outstanding	The following table summarizes information about employee stock options outstanding at June 30, 2024.   Summary of Exercise Price of Employee Stock Options Outstanding Range of Exercise Price   Number outstanding at June 30, 2024     Weighted average remaining Life     Weighted average exercise price     Number exercisable at June 30,2024     Weighted average exercise price     Weighted average remaining life   $ 0.0180 - $0.0225     35,295,237       0.08     $ 0.0180       35,295,237     $ 0.0180       0.08   $ 0.0229 - $0.0325     1,050,000       1.89     $ 0.0324       1,043,750     $ 0.0324       1.89   $ 0.0360 - $0.0425     23,009,400       2.04     $ 0.0398       5,009,400     $ 0.0393       1.86   $ 0.0440 - $0.0531     7,960,000       2.11     $ 0.0531       850,000     $ 0.0529       1.53   Outstanding options     67,314,637       1.02       0.0298       42,198,387       0.02176       0.37
Schedule of Warrants Activity	A summary of the Company’s warrants as of December 31, 2023 and changes during the six months ended June 30, 2024 is presented below:  Schedule of Warrants Activity     Number of     Weighted Average Exercise     Weighted Average Remaining Contractual     Aggregate Intrinsic       Warrants     Price     Life in Years     Value   Outstanding – December 31, 2023     25,684,521     $ 0.0247       0.93     $ 24,000   Granted     -                           Exercised     -                           Forfeited or Expired     -                           Outstanding – June 30, 2024     25,684,521     $ 0.0247       0.43           Exercisable – June 30, 2024     25,684,521     $ 0.0247       0.43     $ -

v3.24.2.u1

Schedule of Inventory (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Raw materials	$ 1,191,192	$ 1,063,888
Work in process	49,580	63,258
Finished goods	987,459	1,004,160
Rental Equipment	55,893	55,893
Allowance excess and obsolete inventory	(198,080)	(188,392)
Inventory, net	$ 2,086,044	$ 1,998,807

v3.24.2.u1

Schedule of Related Party and Non-Related Party Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Total Revenues	$ 2,389,626	$ 2,071,712	$ 3,997,148	$ 3,710,765
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Revenues	2,213,499	1,866,022	3,705,798	3,293,985
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Revenues	$ 176,127	$ 205,690	$ 291,350	$ 416,780

v3.24.2.u1

Schedule of Related Party and Non-Related Party Cost of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Total cost of revenues	$ 1,458,905	$ 1,446,294	$ 2,478,992	$ 2,671,322
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Cost of revenues	1,333,527	1,290,525	2,223,445	2,361,593
Royalties expense	37,419	41,150	105,403	75,973
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Cost of revenues	75,968	99,136	129,092	208,061
Royalties expense	$ 11,991	$ 15,483	$ 21,052	$ 25,695

v3.24.2.u1

Schedule of Supplemental Balance Sheet Information (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Right-of-use assets	$ 717,082	$ 844,083
Current lease liabilities	194,385	259,154
Non-current lease liabilities	554,744	$ 615,915
Total lease liabilities	$ 749,129

v3.24.2.u1

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Cash FDIC insured amount	$ 199,337		$ 199,337		$ 25,000
Allowance for expected credit losses	$ 62,064		$ 62,064		$ 54,427
Lease description			The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property.
Cash paid for operating lease liabilities			$ 125,940	$ 129,453
Antidilutive common stock equivalent shares outstanding	107,491,237	149,087,986	107,491,237	149,087,986
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash FDIC insured amount	$ 250,000		$ 250,000

v3.24.2.u1

Going Concern (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 255,881
Accumulated deficit	17,941,491	$ 17,685,610
Working capital surplus	$ 149,694

v3.24.2.u1

Related Party Transactions (Details Narrative) - USD ($)								3 Months Ended						6 Months Ended
	Jun. 30, 2024	Feb. 05, 2024	Nov. 14, 2023	Sep. 14, 2023	Feb. 18, 2023	Jan. 18, 2023	Sep. 30, 2022	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Royalties, rate														2.50%
Outstsanding principal balance	$ 402,804							$ 402,804						$ 402,804
Common stock an exercise price	$ 0.0298							$ 0.0298						$ 0.0298
License Agreement [Member]
Royalty expense														$ 21,052	$ 25,695
Accrued royalties	$ 6,978							$ 6,978		$ 2,238				6,978
Robert Carmichael [Member]
Convertible shares issued								123,354	61,677	61,677	61,205	61,205	61,204
Convertible shares issued, value								$ 2,672	$ 4,007	$ 1,287	$ 1,326	$ 1,326	$ 1,336
Robert Carmichael [Member] | Common Stock [Member]
Convertible shares issued								61,677	61,677	61,677	61,677	61,677	61,677
Convertible shares issued, value								$ 1,336	$ 4,007	$ 1,287	$ 1,287	$ 1,287	$ 1,336
Robert Carmichael [Member] | BLU3, Inc. [Member]
Interest rate				8.00%
Outstsanding principal balance	50,000							50,000						50,000
Debt instrument, convertible, conversion price				$ 0.01351
Discount rate value of weighted average price				35.00%
Debt instrument beneficial conversion feature				$ 0
Principal amount				$ 50,000
Charles Hyatt [Member] | BLU3, Inc. [Member]
Interest rate		9.90%	9.90%
Principal amount	$ 150,000	$ 280,000	$ 150,000					150,000						150,000
Debt instrument maturity date	Nov. 08, 2024	Aug. 06, 2024	May 07, 2024
Default interest		18.00%	18.00%
Related Party [Member]
Accounts receivable, net	$ 74,683							74,683		32,130				74,683
Accounts payable	56,993							56,993		46,578				56,993
Related Party [Member] | Robert Carmichael [Member]
Accounts payable										12,019
Related Party [Member] | 940 A [Member]
Accounts payable	43,096							43,096		29,559				43,096
Related Party [Member] | Robert Carmichael [Member]
Accounts payable	3,897							3,897						3,897
Related Party [Member] | Blake Carmichael [Member]
Accounts payable	10,000							10,000		5,000				10,000
Robert Carmichael [Member] | Promissory Note [Member]
Interest rate							8.00%
Outstsanding principal balance	54,088						$ 66,793	54,088						54,088
Debt instrument, convertible, conversion price							$ 0.021
Discount rate value of weighted average price							35.00%
Debt instrument beneficial conversion feature							$ 19,250
Payments productive assets														3,047
Charles Hyatt [Member] | Warrant [Member]
Stock Issued During Period, Shares, New Issues					11,428,570	11,428,570
Common stock an exercise price					$ 0.0175	$ 0.0175
Proceeds from warrant exercises					$ 200,000	$ 200,000
Robert Carmichael [Member] | Related Party [Member]
Accounts receivable	67,286							67,286		17,828				67,286
Accounts receivable, net	$ 7,397							$ 7,397		$ 14,302				$ 7,397
Robert Carmichael [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration risk percentage														7.30%	11.20%

v3.24.2.u1

Schedule of Convertible Promissory Notes (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Debt Instrument [Line Items]
Period End Principal Balance	$ 413,746
Period End Discount Balance	(10,942)
Period End Balance Net	402,804
Accrued Interest Balance
Convertible Debenture One [Member]
Debt Instrument [Line Items]
Origination Date	Sep. 03, 2021	[1]
Maturity Date	Sep. 03, 2024	[1]
Interest Rate	8.00%	[1]
Origination Principal Balance	$ 346,500	[1]
Original Discount Balance	(12,355)	[1]
Period End Principal Balance	346,500	[1]
Period End Discount Balance	(1,274)	[1]
Period End Balance Net	345,226	[1]
Accrued Interest Balance		[1]
Convertible Debenture Two [Member]
Debt Instrument [Line Items]
Origination Date	Sep. 03, 2021	[2]
Maturity Date	Sep. 03, 2024	[2]
Interest Rate	8.00%	[2]
Origination Principal Balance	$ 3,500	[2]
Original Discount Balance	(125)	[2]
Period End Principal Balance	3,500	[2]
Period End Discount Balance	(10)	[2]
Period End Balance Net	3,490	[2]
Accrued Interest Balance		[2]
Convertible Debenture Three [Member]
Debt Instrument [Line Items]
Origination Date	Sep. 30, 2022	[3]
Interest Rate	8.00%	[3]
Origination Principal Balance	$ 66,793	[3]
Original Discount Balance	(19,245)	[3]
Period End Principal Balance	63,746	[3]
Period End Discount Balance	(9,658)	[3]
Period End Balance Net	54,088	[3]
Accrued Interest Balance		[3]
Debt maturity date, description	Demand	[3]
[1] On September 3, 2021, the Company issued a three-year 8% convertible promissory note in the principal amount of $346,500 to Summit Holding V, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in shares of common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 per share at any time during the term of the note. The Company recorded $12,355 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. [2] On September 3, 2021, the Company issued a three-year 8% promissory note in the principal amount of $3,500 to Tierra Vista Partners, LLC as part of the acquisition of SSI. The Company is required to make quarterly payments under the note in an amount equal to 50% of the adjusted net profit of SSI. Interest is payable quarterly in common stock of the Company at a conversion price of $0.051272 per share. The note holder may convert outstanding principal and interest into shares of common stock at a conversion price of $0.051272 at any time during the term of the note. The Company recorded $125 for the beneficial conversion feature. This note is classified as a current liability for the quarter ended June 30, 2024. [3] On September 30, 2022, the Company issued a convertible demand 8% promissory note in the principal amount of $66,793 to Robert Carmichael for funds to meet the working capital needs of LBI. There is no amortization schedule for the note and interest is payable in shares of common stock of the Company at a conversion price equal to the 90 day VWAP of the Company’s stock prior to the quarterly interest payment date. This note is classified as a current liability as the note holder may demand payment or convert the outstanding principal at a conversion price of $0.021 per share at any time. The Company recorded $19,250 for the beneficial conversion feature.

v3.24.2.u1

Schedule of Convertible Promissory Notes (Details) (Parenthetical) - USD ($)	Sep. 30, 2022	Sep. 03, 2021	Jun. 30, 2024
Debt Instrument [Line Items]
Convertible debt			$ 402,804
Convertible Notes Payable [Member] | Robert Carmichael [Member]
Debt Instrument [Line Items]
Convertible debt	$ 66,793
Debt conversion price per share	$ 0.021
Debt beneficial conversion feature	$ 19,250
Interest rate	8.00%
Convertible Notes Payable [Member] | Summit Holding V, LLC [Member]
Debt Instrument [Line Items]
Interest rate		8.00%
Convertible debt		$ 346,500
Debt instrument payment rate percentage		50.00%
Debt conversion price per share		$ 0.051272
Debt beneficial conversion feature		$ 12,355
Convertible Notes Payable [Member] | Tierra Vista Partners, LLC [Member]
Debt Instrument [Line Items]
Interest rate		8.00%
Convertible debt		$ 3,500
Debt instrument payment rate percentage		50.00%
Debt conversion price per share		$ 0.051272
Debt beneficial conversion feature		$ 125

v3.24.2.u1

Schedule of Breakdown Current and Long-term Amounts (Details)	Jun. 30, 2024 USD ($)
2024	$ 51,149
Discount	(10,942)
Total Loan Payments	150,887
Current Portion of Loan Payable	(81,089)
Non-Current Portion of Loan Payable	69,798
Convertible Debt Securities [Member]
2024	413,746
Discount	(10,942)
Total Loan Payments	402,804
Current Portion of Loan Payable	(402,804)
Non-Current Portion of Loan Payable
Summit Holding V, LLC Note [Member] | Convertible Debt Securities [Member]
2024	346,500
Discount	(1,274)
Total Loan Payments	345,226
Current Portion of Loan Payable	(345,226)
Non-Current Portion of Loan Payable
TierraVista Partners LLC Note [Member] | Convertible Debt Securities [Member]
2024	3,500
Discount	(10)
Total Loan Payments	3,490
Current Portion of Loan Payable	(3,490)
Non-Current Portion of Loan Payable
Robert Carmichael Note [Member] | Convertible Debt Securities [Member]
2024	63,746
Discount	(9,658)
Total Loan Payments	54,088
Current Portion of Loan Payable	(54,088)
Non-Current Portion of Loan Payable

v3.24.2.u1

Schedule of Future Amortization of Notes Payable (Details) - USD ($)	Jun. 30, 2024	Sep. 03, 2021
Debt Instrument [Line Items]
2024	$ 51,149
Total Note Payments	150,887
Current portion of note payable	(81,089)
Non-Current Portion of Notes Payable	$ 69,798
Convertible Notes Payable [Member] | Summit Holding V, LLC [Member]
Debt Instrument [Line Items]
2024		$ 346,500
Total Note Payments		346,500
Current portion of note payable		(346,500)
Non-Current Portion of Notes Payable
Convertible Notes Payable [Member] | Tierra Vista Partners, LLC [Member]
Debt Instrument [Line Items]
2024		3,500
Total Note Payments		3,500
Current portion of note payable		(3,500)
Non-Current Portion of Notes Payable

v3.24.2.u1

Schedule of Future Amortization of Loans Payable (Details)	Jun. 30, 2024 USD ($)
2024 (6 months)	$ 51,149
2025	71,319
2026	12,643
2027	7,092
Thereafter	8,685
Total Note Payments	150,887
Current Portion of Loan Payable	(81,089)
Non-Current Portion of Loan Payable	69,798
Mercedes Benz [Member]
2024 (6 months)	5,584	[1]
2025	8,687	[1]
2026		[1]
2027		[1]
Thereafter		[1]
Total Note Payments	14,271	[1]
Current Portion of Loan Payable	(11,168)	[1]
Non-Current Portion of Loan Payable	3,103	[1]
Navitas BLU3 [Member]
2024 (6 months)	10,569	[2]
2025	19,556	[2]
2026	6,339	[2]
Thereafter		[2]
Total Note Payments	36,464	[2]
Current Portion of Loan Payable	(17,312)	[2]
Non-Current Portion of Loan Payable	19,152	[2]
NFS SSI [Member]
2024 (6 months)	13,693	[3]
2025	12,329	[3]
2026		[3]
2027		[3]
Thereafter		[3]
Total Note Payments	26,022	[3]
Current Portion of Loan Payable	(26,022)	[3]
Non-Current Portion of Loan Payable		[3]
Navitas 2022 BLU3 [Member]
2024 (6 months)	18,325	[4]
2025	25,143	[4]
2026		[4]
2027		[4]
Thereafter		[4]
Total Note Payments	43,468	[4]
Current Portion of Loan Payable	(21,355)	[4]
Non-Current Portion of Loan Payable	22,113	[4]
Navitas 2024 BLU3 [Member]
2024 (6 months)	2,977	[5]
2025	5,604	[5]
2026	6,304	[5]
2027	7,092	[5]
Thereafter	8,685	[5]
Total Note Payments	30,662	[5]
Current Portion of Loan Payable	(5,232)	[5]
Non-Current Portion of Loan Payable	$ 25,430	[5]
[1] On August 21, 2020, the Company executed an installment sales contract with Mercedes Benz Coconut Creek for the purchase of a 2019 Mercedes Benz Sprinter delivery van. The installment agreement is for $55,841 with a zero interest rate payable over 60 months with a monthly payment of $931 and is personally guaranteed by Mr. Carmichael. The loan balance as of June 30, 2024 was $14,271 and $19,855 as of December 31, 2023. [2] On May 19, 2021, BLU3 executed an equipment finance agreement with Navitas Credit Corp. (“Navitas”) to finance the purchase of certain plastic molding equipment. The amount financed is $75,764 payable over 60 equal monthly installments of $1,611. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $36,464 and $42,525 as of December 31, 2023. [3] On June 29, 2022, SSI executed an equipment financing agreement with NFS Leasing (“NFS Leasing”) to secure replacement production molds. The total purchase price of the molds was $84,500 of which $63,375 was financed by NFS Leasing on August 15, 2022. The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571. The financing agreement contains customary events of default, is guaranteed by the Company and NFS Leasing has a lien on all of the assets of SSI. The loan balance as of June 30, 2024 and December 31, 2023 was $26,022 and $38,607, respectively. [4] On December 12, 2022, BLU3 executed an equipment finance agreement to finance the purchase of certain plastic molding equipment through Navitas. The amount financed is $63,689 payable over 36 equal monthly installments of $2,083. The equipment finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $43,468 and $44,839 as of December 31, 2023. [5] On February 12, 2024, BLU3 executed an inventory finance agreement to finance the purchase of certain equipment stock through Navitas. The amount financed is $32,274 payable over 60 equal monthly installments of $715. The inventory finance agreement contains customary events of default. The loan balance as of June 30, 2024 was $30,662.

v3.24.2.u1

Schedule of Future Amortization of Loans Payable (Details) (Parenthetical) - USD ($)						6 Months Ended
	Feb. 12, 2024	Dec. 12, 2022	Jun. 29, 2022	May 19, 2021	Aug. 21, 2020	Jun. 30, 2024	Dec. 31, 2023
Operating lease, description						The Company’s leases generally have terms that range from three years for equipment and five to twenty years for property.
Mercedes Benz [Member] | Installment Agreement [Member]
Debt instrument face amount					$ 55,841
Debt instrument term					60 months
Debt instrument monthly installment					$ 931
Loans payable						$ 14,271	$ 19,855
Navitas Credit Corp [Member] | Equipment Finance Agreement [Member]
Debt instrument face amount				$ 75,764
Debt instrument term				60 months
Debt instrument monthly installment				$ 1,611
Loans payable						36,464	42,525
NFS SSI [Member] | Equipment Financing Agreement [Member]
Loans payable						26,022	38,607
Purchase price			$ 84,500
Proceeds from related party			$ 63,375
Operating lease, description			The financing agreement has a 33 month term beginning in August 2022 with a monthly payment of $2,571.
Lessee, finance lease, term of contract			33 months
Short-term lease payments			$ 2,571
Navitas 2022 BLU3 [Member] | Equipment Finance Agreement [Member]
Debt instrument face amount		$ 63,689
Debt instrument term		36 months
Debt instrument monthly installment		$ 2,083
Loans payable						$ 43,468	$ 44,839
Navitas 2024 BLU3 [Member] | Inventory Finance Agreement [Member]
Debt instrument face amount	$ 32,274
Debt instrument term	60 months
Debt instrument monthly installment	$ 715
Loans payable	$ 30,662

v3.24.2.u1

Summary of Changes in Goodwill (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance, January 1	$ 249,986
Addition:
Balance, June 30	$ 249,986

v3.24.2.u1

Summary of Intangible Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, cost	$ 743,000
Accumulated amortization	(205,278)
Intangible assets net book value	$ 537,722	$ 573,955
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	15 years
Intangible assets, cost	$ 121,000
Accumulated amortization	(22,811)
Intangible assets net book value	$ 98,189
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	10 years
Intangible assets, cost	$ 600,000
Accumulated amortization	(170,000)
Intangible assets net book value	$ 430,000
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization period (years)	5 years
Intangible assets, cost	$ 22,000
Accumulated amortization	(12,467)
Intangible assets net book value	$ 9,533

v3.24.2.u1

Schedule of Estimated Intangible Assets Amortization Expense (Details)	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (6 months remaining)	$ 36,233
2025	72,467
2026	71,367
2027	68,066
2028	68,066
Thereafter	221,523
Total	$ 537,722

v3.24.2.u1

Goodwill and Intangible Assets, Net (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 36,233	$ 36,233

v3.24.2.u1

Schedule of Equity Compensation Plan Information (Details)	Jun. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	67,314,637
Weighted average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.0298
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column	21,680,882
Equity Compensation Approved Plan [Member] | Security Holders [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	3,150,000
Weighted average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.0399
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column	21,680,882
Equity Compensation Not Approved Plan [Member] | Security Holders [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of securities to be issued upon exercise of outstanding options, warrants and rights	64,164,637
Weighted average exercise price of outstanding options, warrants and rights | $ / shares	$ 0.0293
Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column

v3.24.2.u1

Schedule of Valuation Assumptions of Options (Details)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Expected volatility, minimum	172.00%	172.00%
Expected volatility, maximum	346.40%	346.40%
Risk-free interest rate, minimum	0.16%	0.16%
Risk-free interest rate, maximum	4.64%	4.64%
Forfeiture rate	0.17%	0.17%
Minimum [Member]
Expected term	1 year 6 months	1 year 6 months
Maximum [Member]
Expected term	5 years	5 years

v3.24.2.u1

Schedule of Outstanding Stock Option Activity (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Options Outstanding, Balance	67,439,637	238,439,167
Weighted Average Exercise Price, Balance	$ 0.0360	$ 0.0362
Weighted Average Remaining Contractual Life in Years	1 year 3 months 3 days	1 year 5 months 4 days	1 year 5 months 4 days
Number of Options, Granted
Weighted Average Exercise Price, Granted
Number of Options, Forfeited	(125,000)	(170,999,530)
Weighted Average Exercise Price, Granted	$ 0.0440	$ 0.0379
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Cancelled
Weighted Average Exercise Price, Cancelled
Number of Options Outstanding, Exercisable	41,057,753
Weighted Average Exercise Price, Exercisable	$ 0.0211
Weighted Average Remaining Contractual Life in Years	4 months 13 days	9 months 21 days
Aggregate Intrinsic Value, Exercisable
Number of Options, Forfeited	125,000	170,999,530
Number of Options Outstanding, Balance	67,314,637	67,439,637	238,439,167
Weighted Average Exercise Price, Balance	$ 0.0298	$ 0.0360	$ 0.0362
Number of Options Outstanding, Exercisable	42,198,387	41,057,753
Weighted Average Exercise Price, Exercisable	$ 0.0216	$ 0.0211
Aggregate Intrinsic Value, Exercisable

v3.24.2.u1

Summary of Exercise Price of Employee Stock Options Outstanding (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock options, outstanding | shares	67,314,637
Stock options, weighted average remaining life	1 year 7 days
Stock options, weighted average exercise price	$ 0.0298
Stock options, excercisable | shares	42,198,387
Stock options, weighted average exercise price, exercisable	$ 0.02176
Stock options, weighted average remaining life, exercisable	4 months 13 days
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit	$ 0.0180
Exercise price, upper range limit	$ 0.0225
Stock options, outstanding | shares	35,295,237
Stock options, weighted average remaining life	29 days
Stock options, weighted average exercise price	$ 0.0180
Stock options, excercisable | shares	35,295,237
Stock options, weighted average exercise price, exercisable	$ 0.0180
Stock options, weighted average remaining life, exercisable	29 days
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit	$ 0.0229
Exercise price, upper range limit	$ 0.0325
Stock options, outstanding | shares	1,050,000
Stock options, weighted average remaining life	1 year 10 months 20 days
Stock options, weighted average exercise price	$ 0.0324
Stock options, excercisable | shares	1,043,750
Stock options, weighted average exercise price, exercisable	$ 0.0324
Stock options, weighted average remaining life, exercisable	1 year 10 months 20 days
Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit	$ 0.0360
Exercise price, upper range limit	$ 0.0425
Stock options, outstanding | shares	23,009,400
Stock options, weighted average remaining life	2 years 14 days
Stock options, weighted average exercise price	$ 0.0398
Stock options, excercisable | shares	5,009,400
Stock options, weighted average exercise price, exercisable	$ 0.0393
Stock options, weighted average remaining life, exercisable	1 year 10 months 9 days
Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise price, lower range limit	$ 0.0440
Exercise price, upper range limit	$ 0.0531
Stock options, outstanding | shares	7,960,000
Stock options, weighted average remaining life	2 years 1 month 9 days
Stock options, weighted average exercise price	$ 0.0531
Stock options, excercisable | shares	850,000
Stock options, weighted average exercise price, exercisable	$ 0.0529
Stock options, weighted average remaining life, exercisable	1 year 6 months 10 days

v3.24.2.u1

Schedule of Warrants Activity (Details) - Warrant [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Outstanding, Balance	25,684,521
Weighted Average Exercise Price, Balance	$ 0.0247
Weighted Average Remaining Contractual Life in Years	5 months 4 days	11 months 4 days
Aggregate Intrinsic Value, Balance	$ 24,000
Number of Warrants, Granted
Number of Warrants, Exercised
Number of Warrants, Forfeited or Expired
Number of Warrants Outstanding, Balance	25,684,521	(25,684,521)
Weighted Average Exercise Price, Balance	$ 0.0247	$ 0.0247
Number of Warrants Exercisable, Balance	25,684,521
Weighted Average Exercise Price, Exercisable	$ 0.0247
Weighted Average Remaining Contractual Life in Years, Exercisable	5 months 4 days
Aggregate Intrinsic Value, Exercisable, Balance		$ 24,000

v3.24.2.u1

Stockholders’ Equity (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended						6 Months Ended		12 Months Ended
	Feb. 18, 2023	Jan. 18, 2023	Apr. 30, 2011	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	May 26, 2021	Jun. 30, 2010
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights				$ 0.0298						$ 0.0298
Preferred stock, shares authorized				10,000,000		10,000,000				10,000,000		10,000,000			10,000,000
Preferred stock, shares issued				425,000		425,000				425,000		425,000
Preferred stock, shares outstanding				425,000		425,000				425,000		425,000
Shares reserved for issuance under the plan				138,941		138,941				138,941		138,941
Common stock shares purchase				67,314,637		67,439,637				67,314,637		67,439,637	238,439,167
Average exercise price				$ 0.0298		$ 0.0360				$ 0.0298		$ 0.0360	$ 0.0362
Common stock shares purchase
Options Held [Member]
Class of Stock [Line Items]
Unrecognized stock option expense				$ 69,001						$ 69,001
Weighted-average period for recognition										5 months 12 days
Unrecognized stock option expense				$ 1,066,753						$ 1,066,753
General and Administrative Expense [Member]
Class of Stock [Line Items]
Non-cash compensation expense										$ 12,423	$ 18,222
Equity Incentive Plan [Member]
Class of Stock [Line Items]
Shares reserved for issuance under the plan														25,000,000
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Common stock shares purchase				67,314,637						67,314,637
Average exercise price				$ 0.0298						$ 0.0298
Fair value granted										$ 37,000
Common stock shares purchase
Unrecognized stock option expense				$ 1,066,753						$ 1,066,753
Weighted-average period for recognition										1 year 6 months
Maximum contractual term										5 years
Number of shares vested										42,198,387
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			425,000
Preferred stock conversion price			$ 18.23
Preferred stock, voting rights			Series A Convertible Preferred Stock are entitled to 250 votes for each share held
Mr. Charles F. Hyatt [Member]
Class of Stock [Line Items]
Stock issued during period, shares, new issues	11,428,570	11,428,570
Class of warrant or right, exercise price of warrants or rights	$ 0.0175	$ 0.0175
Proceeds from warrant exercises	$ 200,000	$ 200,000
Robert Carmichael [Member]
Class of Stock [Line Items]
Convertible shares issued				123,354	61,677	61,677	61,205	61,205	61,204
Convertible shares issued, value				$ 2,672	$ 4,007	$ 1,287	$ 1,326	$ 1,326	$ 1,336
Robert Carmichael [Member] | Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued				425,000		425,000				425,000		425,000
Preferred stock, shares outstanding				425,000		425,000				425,000		425,000
Convertible Notes Holder [Member]
Class of Stock [Line Items]
Convertible shares issued				136,527	136,527	136,527	137,000	137,000	137,000
Convertible shares issued, value				$ 4,328	$ 7,000	$ 7,000	$ 7,000	$ 7,000	$ 7,000

v3.24.2.u1

Commitments and contingencies (Details Narrative) - USD ($)									6 Months Ended		12 Months Ended
	Dec. 22, 2022	Sep. 30, 2022	Sep. 14, 2022	May 02, 2022	Jan. 17, 2022	Sep. 03, 2021	Aug. 01, 2021	Jun. 30, 2020	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Weighted average remaining contractual term									1 year 3 months 3 days			1 year 5 months 4 days	1 year 5 months 4 days
Common stock shares purchase									67,314,637			67,439,637	238,439,167
Exercise price									$ 0.0298			$ 0.0360	$ 0.0362
Monthly rent		$ 2,247	$ 17,550	$ 2,816
Rent increased percentage		300.00%	3.00%	3.50%
Security deposit		$ 2,426	$ 10,727
Monthly common area maintenance		$ 112
Reserve cost	$ 160,500
Repaired and returned units												653
Customers resulting in reduction and reserve amount												$ 93,161
Crone Law Group PG [Member]
Loss Contingencies [Line Items]
Monthly rent					$ 3,000
Shares issued					1,000,000
Common stock with a fair market value					$ 27,500
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member]
Loss Contingencies [Line Items]
Minimum royalty												$ 60,000	$ 60,000
Payments for royalties									$ 105,403	$ 75,973
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | December 31, 2023 [Member]
Loss Contingencies [Line Items]
Obligation to pay royalty								$ 180,000
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Years 2019 Through 2024 [Member]
Loss Contingencies [Line Items]
Obligation to pay royalty								$ 334,961
Patent License Agreement [Member] | Setaysha Technical Solutions, LLC [Member] | Forecast [Member]
Loss Contingencies [Line Items]
Minimum royalty											$ 60,000
Blake Carmichael Agreement [Member]
Loss Contingencies [Line Items]
Annual base salary							$ 120,000
Weighted average remaining contractual term							5 years
Common stock shares purchase							3,759,400
Exercise price							$ 0.0399
Vesting description							33.3% of which shares vest immediately, 33.3% vest on the second anniversary, and 33.3% vest on the third anniversary of the agreement.
Blake Carmichael Agreement One [Member]
Loss Contingencies [Line Items]
Exercise price							$ 0.0399
Blake Carmichael Agreement One [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Common stock shares purchase							18,000,000
Buban Agreement [Member]
Loss Contingencies [Line Items]
Annual base salary						$ 110,000
Weighted average remaining contractual term						5 years
Common stock shares purchase						300,000
Exercise price						$ 0.0531
Share based payment arrangement, expense						$ 10,800
Buban Agreement [Member] | Five Year Stock Option [Member]
Loss Contingencies [Line Items]
Exercise price						$ 0.0531
Buban Agreement [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Common stock shares purchase						7,110,000
Gagas Employment Agreement [Member]
Loss Contingencies [Line Items]
Annual base salary				$ 50,000

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