Unusual Machines (UMAC) S-110 Apr 24IPO registrationFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Unusual Machines, Inc.
Entity Central Index Key	0001956955
Entity Tax Identification Number	66-0927642
Entity Incorporation, State or Country Code	PR
Entity Address, Address Line One	4677 L B McLeod Rd
Entity Address, Address Line Two	Suite J
Entity Address, City or Town	Orlando
Entity Address, Postal Zip Code	FL 32811
City Area Code	(855)
Local Phone Number	921-4600
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 894,773	$ 3,099,422
Deferred offering costs	512,758	87,825
Other current assets	120,631	139,375
Total current assets	1,528,162	3,326,622
Property and equipment, net	1,254	3,690
Total non-current assets	1,254	3,690
Total assets	1,529,416	3,330,312
Current liabilities
Accounts payable and accrued expenses	114,497	120,938
Total current liabilities	114,497	120,938
Stockholders’ equity:
Series B preferred stock - $0.01 par value, 10,000,000 authorized and 190 and 140 shares issued and outstanding at December 31, 2023 and 2022, respectively	2	1
Common stock - $0.01 par value, 500,000,000 authorized and 3,217,255 and 3,392,250 shares issued and outstanding at December 31, 2023 and 2022, respectively	32,173	33,923
Additional paid in capital	4,715,790	4,714,041
Accumulated deficit	(3,333,046)	(1,538,591)
Total stockholders’ equity	1,414,919	3,209,374
Total liabilities and stockholders’ equity	$ 1,529,416	$ 3,330,312

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share		$ 0.01
Preferred Stock, Shares Authorized		10,000,000
Preferred Stock, Shares Outstanding	190
Preferred Stock, Shares Issued		140
Common Stock, Par or Stated Value Per Share		$ 0.01
Common Stock, Shares Authorized		500,000,000
Common Stock, Shares, Outstanding	3,217,255	3,392,250

Statement of Operations

Statement of Operations - USD ($)	12 Months Ended
Statement of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 0	$ 0
Cost of goods sold	0	0
Gross margin	0	0
Operating expenses:
Research and development	0	91,325
General and administrative	1,788,855	1,150,522
Depreciation and amortization	5,600	885
Total operating expenses	1,794,455	1,242,732
Loss from operations	(1,794,455)	(1,242,732)
Other income:
Interest income	0	148
Total other income	0	148
Net loss before income tax	(1,794,455)	(1,242,584)
Income tax benefit (expense)	0	0
Net loss	$ (1,794,455)	$ (1,242,584)

Statement of Operations (Parent

Statement of Operations (Parenthetical) - $ / shares	12 Months Ended
Statement of Operations (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Earnings Per Share, Diluted	$ (0.54)	$ (0.31)
Weighted Average Number of Shares Outstanding, Diluted	3,307,118	4,006,007

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stocks To Be Issued [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 0	$ 37,760	$ 2,268,240	$ 1,892,065	$ (296,007)	$ 3,902,058
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	3,776,000
Issuance of common shares		$ 3,163	2,438,802	(1,892,065)		549,900
Stock Issued During Period, Shares, New Issues		316,250
Conversion to preferred shares	$ 1	$ (7,000)	6,999
Conversion of Stock, Shares Issued	140
Conversion of Stock, Amount Converted		(700,000)
Net loss					(1,242,584)	(1,242,584)
Ending balance, value at Dec. 31, 2022	$ 1	$ 33,923	4,714,041	0	(1,538,591)	3,209,374
Shares, Outstanding, Ending Balance at Dec. 31, 2022	140	3,392,250
Issuance of common shares		$ 750	(750)
Stock Issued During Period, Shares, New Issues		75,005
Conversion to preferred shares	$ 1	$ (2,500)	2,499
Conversion of Stock, Shares Issued	50
Conversion of Stock, Amount Converted		(250,000)
Net loss					(1,794,455)	(1,794,455)
Ending balance, value at Dec. 31, 2023	$ 2	$ 32,173	$ 4,715,790	$ 0	$ (3,333,046)	$ 1,414,919
Shares, Outstanding, Ending Balance at Dec. 31, 2023	190	3,217,255

Statement of Cash Flows

Statement of Cash Flows - USD ($)	12 Months Ended
Statement of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (1,794,455)	$ (1,242,584)
Depreciation	5,600	885
Change in assets and liabilities:
Accounts receivable	0	945
Deferred offering costs	(424,933)	(87,825)
Other current assets	18,744	(24,153)
Accounts payable and accrued expenses	(6,441)	120,938
Net cash used in operating activities	(2,201,485)	(1,231,794)
Cash flows from investing activities
Purchases of property and equipment	(3,164)	(4,575)
Net cash used in investing activities	(3,164)	(4,575)
Cash flows from financing activities:
Issuance of common stock	0	549,900
Net cash provided by financing activities		549,900
Net increase (decrease) in cash	(2,204,649)	(686,469)
Cash, beginning of year	3,099,422	3,785,891
Cash, end of year	894,773	3,099,422
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income tax	$ 0	$ 0

Organization and nature of busi

Organization and nature of business	12 Months Ended
Organization and nature of business	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and nature of business	Note 1 – Organization and nature of business Unusual Machines, Inc., formerly AerocarveUS Corporation, (“the Company”) is a corporation engaged in the commercial drone industry. The Company was originally formed as a limited liability company registered with the Department of State under the laws of the Commonwealth of Puerto Rico on July 11, 2019.

Summary of significant accounti

Summary of significant accounting policies	12 Months Ended
Summary of significant accounting policies	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of significant accounting policies	Note 2 – Summary of significant accounting policies Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and such results could be material. Cash The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $ 250,000 0.6 million 2.8 million Accounts Receivable, net The Company carries its accounts receivable. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a history of past write-offs and collections and current credit conditions. Accounts are written-off as uncollectible at the discretion of management. At December 31, 2023 and 2022, the Company considers accounts receivable to be fully collectible; accordingly, no Deferred offering costs The Company deferred direct incremental costs associated with its ongoing initial public offering (“IPO”). The Company capitalized $ 424,933 87,825 Note Receivable During the fiscal year ended December 31, 2021 and 2020, the Company made multiple unsecured and demand loans to Rotor Riot, LLC for a total of $ 115,222 Property and equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from two to five years Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, issued by the Financial Accounting Standards Board (“FASB”). This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including: Step 1: Identify the contract with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation at a point in time. The Company receives revenues from the sale of products. Sales revenue is recognized when the products are shipped and the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured. Revenue is recognized when the title to the products has been passed to the customer, which is the date the products are delivered to the designated locations and the previously discussed requirements are met. Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realizable in the future. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a part of income tax expense. The Company’s current provision for the years ending December 31, 2023 and 2022 consisted of a tax benefit against which we applied a full valuation allowance, resulting in no no Net Loss per Share Basic and diluted net loss per share is calculated based on the weighted-average of common shares outstanding in accordance with FASB ASC Topic 260, Earnings per Share Outstanding securities not included in the computation of diluted net loss per share because their effect would have been anti-dilutive include 950,000 700,000

Other Current Assets

Other Current Assets	12 Months Ended
Other Current Assets	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Current Assets	Note 3 – Other Current Assets Other current assets at December 31 included: Schedule of other current assets 2023 2022 Deposit related to Rotor Riot, LLC and Fat Shark, Ltd. acquisitions $ 100,000 $ 100,000 Prepaid insurance 20,631 39,375 Total other current assets $ 120,631 $ 139,375

Property and Equipment, net

Property and Equipment, net	12 Months Ended
Property and Equipment, net	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Note 4 – Property and Equipment, net Property and equipment consist of assets with an estimated useful life greater than one year. Property and equipment are reported net of accumulated depreciation, and the reported values are periodically assessed for impairment. Property and equipment as of December 31 was as follows: Schedule of property and equipment 2023 2022 Computer equipment $ 7,738 $ 4,575 Accumulated depreciation (6,484 ) (885 ) Total property and equipment, net $ 1,254 $ 3,690 Depreciation expense totaled $ 5,600 885

Common Stock

Common Stock	12 Months Ended
Common Stock	Dec. 31, 2023
Equity [Abstract]
Common Stock	Note 5 – Common Stock The Company issued 632,500 2,530,000 2,442,000 The Company issued 7,552,000 2,306,000 On December 13, 2022, the Company cancelled 1,400,000 On December 14, 2022, the Company amended its Articles of Incorporation to, among other things, increase the number of authorized shares of common stock from 90,000,000 500,000,000 On March 7, 2023, the Company issued 150,000 On June 1, 2023, the Company cancelled 500,000 On July 10, 2023, the Company’s Board of Directors approved a 1-for-2 reverse stock split Earnings Per Share The common stock par value is $0.01.

Preferred Stock

Preferred Stock	12 Months Ended
Preferred Stock	Dec. 31, 2023
Equity [Abstract]
Preferred Stock	Note 6 – Preferred Stock On December 13, 2022, the Company issued 140 1,400,000 On June 1, 2023, the Company issued an additional 50 500,000 The Series B preferred stock is convertible into common stock at a ratio of 5,000 shares of common stock for each share of Series B stock held, subject to certain limitations. Series B preferred shares are not entitled to vote on any matters submitted to shareholders of the Company. Shares outstanding at December 31, 2023 totaled 190 The preferred stock par value is $0.01.

Business Combination

Business Combination	12 Months Ended
Business Combination	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Business Combination	Note 7 – Business Combination On November 21, 2022, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Red Cat Holdings, Inc. (“Red Cat,”) and Jeffrey Thompson, the founder and Chief Executive Officer of Red Cat, pursuant to which we agreed to purchase Red Cat’s consumer business consisting of Fat Shark Holdings, Ltd. (“Fat Shark”) and Rotor Riot, LLC (“Rotor Riot”) (the “Business Combination”). Fat Shark and Rotor Riot are in the business of designing and marketing consumer drones and first-person-view (“FPV”) goggles. Rotor Riot is also a licensed authorized reseller of consumer drones manufactured by third-parties. The Purchase Agreement was amended on March 31, 2023. Under the terms of the Purchase Agreement, as amended, upon satisfaction of closing conditions, the Company will purchase from Red Cat its Rotor Riot and Fat Shark subsidiaries for $20 million (the “Purchase Price”) comprised of (i) $1.0 million in cash, (ii) a $2.0 million promissory note (referred to in this Prospectus as the “Note”) issued by the Company to Red Cat, and (iii) $17.0 million of the Company’s common stock. On July 10, 2023, the Company entered into Amendment No. 2 to SPA (the “Second Amendment”). Under the Second Amendment the parties agreed to extend the termination date of the Purchase Agreement until September 30, 2023 and remove the requirement that the Principal Stockholder escrow shares of our common stock at closing. On September 18, 2023, the Company entered into Amendment No. 3 to the SPA (the “Third Amendment”). Under the Third Amendment, the parties agreed to extend the termination date of the Purchase Agreement until October 31, 2023. On December 11, 2023, the Company entered into Amendment No. 4 to the SPA (the “Fourth Amendment”). Under the Fourth Amendment the parties agreed to (a) revise the components of the Purchase Price set forth in Section 2.01 of the Purchase Agreement to reduce the total cash paid to $1.0 million, eliminate the need to deposit $1.0 million of cash on hand into escrow prior to closing, and include the $2.0 million Note as part of the Purchase Price, (b) revise the minimum Offering amount from $10.0 million to $5.0 million, (c) replace Dr. Allan Evans for Brandon Torres Declet in Section 10.01(d) and (d) extend the End Date (as defined in the Purchase Agreement) from October 31, 2023 to May 31, 2024 as provided in Section 11.02(a) of the Purchase Agreement, as amended. In addition, the Company agreed to use its best efforts to prepare and file a registration statement with respect to 500,000 shares of our common stock to be issued to Red Cat, and to cause such registration statement to be filed within 120 days and declared effective within 180 days of closing. Red Cat agreed to execute a lock-up agreement effective for 180 days following the closing, or such lesser period as may be agreed upon by the managing underwriter and Red Cat under which Red Cat agreed not to transfer or sell any of its shares of our common stock during such period, subject to certain exceptions. The Company has also agreed to reimburse Red Cat up to $100,000 for documented legal and out-of-pocket expenses incurred in connection with the transaction.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2023
Subsequent Events
Subsequent Events	Note 8 – Subsequent Events The Company has evaluated events through the date of this filing, which is the date the financial statements were available to be issued. There were no material subsequent events that require recognition or disclosure in these financial statements. The Company has evaluated all subsequent events after December 31, 2023, and there were no material subsequent events requiring disclosure, except the following. On February 16, 2024, the Company completed the acquisitions of Fat Shark and Rotor Riot as discussed in Note 7. On February 16, 2024, the Company completed its initial public offering of 1,250,000 shares of common stock at a price of $4.00 per share. The Company received net proceeds of approximately $3.75 million, after deducting underwriters commissions and expenses and paying $1.0 million to Red Cat as discussed in Note 7 related to the acquisitions of Fat Shark and Rotor Riot. The Company’s total consideration paid for the acquisition of Fat Shark and Rotor Riot was $20.0 million, comprising of the $17.0 million in Company shares, the $1.0 million cash outlay and the $2.0 million 8% promissory note due in eighteen-months with the principal due at maturity. The Company has not completed its evaluation of the full impact of the consolidation of Fat Shark and Rotor Riot for the purpose of its 2024 fiscal year financial reporting.

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	12 Months Ended
Summary of significant accounting policies (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting	Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates, and such results could be material.
Cash	Cash The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at a financial institution that is insured by the Federal Deposit Insurance Corporation up to $ 250,000 0.6 million 2.8 million
Accounts Receivable, net	Accounts Receivable, net The Company carries its accounts receivable. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on a history of past write-offs and collections and current credit conditions. Accounts are written-off as uncollectible at the discretion of management. At December 31, 2023 and 2022, the Company considers accounts receivable to be fully collectible; accordingly, no
Deferred offering costs	Deferred offering costs The Company deferred direct incremental costs associated with its ongoing initial public offering (“IPO”). The Company capitalized $ 424,933 87,825
Note Receivable	Note Receivable During the fiscal year ended December 31, 2021 and 2020, the Company made multiple unsecured and demand loans to Rotor Riot, LLC for a total of $ 115,222
Property and equipment, net	Property and equipment, net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from two to five years
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, issued by the Financial Accounting Standards Board (“FASB”). This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including: Step 1: Identify the contract with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation at a point in time. The Company receives revenues from the sale of products. Sales revenue is recognized when the products are shipped and the price is fixed or determinable, no other significant obligations of the Company exist and collectability is reasonably assured. Revenue is recognized when the title to the products has been passed to the customer, which is the date the products are delivered to the designated locations and the previously discussed requirements are met.
Income Taxes	Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realizable in the future. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a part of income tax expense. The Company’s current provision for the years ending December 31, 2023 and 2022 consisted of a tax benefit against which we applied a full valuation allowance, resulting in no no
Net Loss per Share	Net Loss per Share Basic and diluted net loss per share is calculated based on the weighted-average of common shares outstanding in accordance with FASB ASC Topic 260, Earnings per Share Outstanding securities not included in the computation of diluted net loss per share because their effect would have been anti-dilutive include 950,000 700,000

Other Current Assets (Tables)

Other Current Assets (Tables)	12 Months Ended
Other Current Assets (Tables)	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of other current assets	Schedule of other current assets 2023 2022 Deposit related to Rotor Riot, LLC and Fat Shark, Ltd. acquisitions $ 100,000 $ 100,000 Prepaid insurance 20,631 39,375 Total other current assets $ 120,631 $ 139,375

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
Property and Equipment, net (Tables)	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment 2023 2022 Computer equipment $ 7,738 $ 4,575 Accumulated depreciation (6,484 ) (885 ) Total property and equipment, net $ 1,254 $ 3,690

Summary of significant accoun_3

Summary of significant accounting policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash Equivalents, at Carrying Value		$ 0
Cash, FDIC Insured Amount		250,000
Cash, Uninsured Amount	$ 600,000	2,800,000
Accounts Receivable, Allowance for Credit Loss, Current		0
Deferred Offering Costs	$ 512,758	87,825
[custom:PropertyPlantAndEquipmentUsefulLife1]	two to five years
Income Tax Expense (Benefit)	$ 0	$ 0
Deferred Tax Assets, Net of Valuation Allowance	$ 0
Series B Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	950,000	700,000
Rotor Riot [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from Sale and Collection of Notes Receivable		$ 115,222
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred Offering Costs	$ 424,933	$ 87,825

Other Current Assets (Details)

Other Current Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Total other current assets	$ 120,631	$ 139,375
Deposit Acquisitions [Member]
Total other current assets	100,000	100,000
Prepaid Insurance [Member]
Total other current assets	$ 20,631	$ 39,375

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (6,484)	$ (885)
Total property and equipment, net	1,254	3,690
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Computer equipment	$ 7,738	$ 4,575

Property and Equipment, net (De

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
Property and Equipment, net (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 5,600	$ 885

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)					12 Months Ended
Common Stock (Details Narrative) - USD ($)	Jul. 10, 2023	Jun. 01, 2023	Mar. 07, 2023	Dec. 13, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 14, 2022
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock					$ 0	$ 549,900
Common Stock, Shares Authorized				90,000,000		500,000,000		500,000,000
Stockholders' Equity, Reverse Stock Split	1-for-2 reverse stock split
Private Placement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			150,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues						632,500	7,552,000
[custom:GrossProceedsFromIssuanceOfCommonStock]						$ 2,530,000
Proceeds from Issuance of Common Stock						$ 2,442,000	$ 2,306,000
Conversion of Stock, Shares Converted		500,000		1,400,000

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative) - shares			12 Months Ended
Preferred Stock (Details Narrative) - shares	Jun. 01, 2023	Dec. 13, 2022	Dec. 31, 2023
Class of Stock [Line Items]
Preferred Stock, Convertible, Terms			The Series B preferred stock is convertible into common stock at a ratio of 5,000 shares of common stock for each share of Series B stock held, subject to certain limitations. Series B preferred shares are not entitled to vote on any matters submitted to shareholders of the Company.
Preferred Stock, Shares Outstanding			190
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Issued	50	140
Preferred Stock, Shares Outstanding			190
Common Stock [Member]
Class of Stock [Line Items]
Conversion of Stock, Shares Converted	500,000	1,400,000