Unusual Machines (UMAC) S-1/A11 Oct 242024 Q2 IPO registration (amended)Financial data

Company Profile

Cover

Cover	6 Months Ended
Cover	Jun. 30, 2024
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Client made edits
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Registrant Name	Unusual Machines, Inc.
Entity Central Index Key	0001956955
Entity Tax Identification Number	66-0927642
Entity Incorporation, State or Country Code	NV
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, State or Province	FL
Entity Address, Postal Zip Code	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

Consolidated Condensed Balance

Consolidated Condensed Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,222,445	$ 894,773
Inventory	1,638,038	0
Prepaid inventory	1,074,403	0
Other current assets	182,077	120,631
Total current assets	5,116,963	1,015,404
Non-current assets:
Property and equipment, net	912	1,254
Deferred offering costs	0	512,758
Operating lease right-of-use assets	356,965	0
Goodwill and intangible assets	19,666,087	0
Other non-current assets	59,426	0
Total non-current assets	20,083,390	514,012
Total assets	25,200,353	1,529,416
Current liabilities
Accounts payable and accrued expenses	786,598	114,497
Operating lease liabilities	62,482	0
Deferred revenue	82,120	0
Total current liabilities	931,200	114,497
Long-term liabilities
Promissory note	4,000,000	0
Operating lease liabilities – long term	297,332	0
Total liabilities	5,228,532	114,497
Commitments and contingencies (See note 12)
Stockholders’ equity:
Series B preferred stock - $0.01 par value, 10,000,000 authorized and 50 and 190 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1	2
Common stock - $0.01 par value, 500,000,000 authorized and 10,411,240 and 3,217,255 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	104,113	32,173
Additional paid in capital	26,518,993	5,315,790
Accumulated deficit	(6,651,286)	(3,933,046)
Total stockholders’ equity	19,971,821	1,414,919
Total liabilities and stockholders’ equity	$ 25,200,353	$ 1,529,416

Consolidated Condensed Balanc_2

Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	10,411,240	3,217,255
Common stock, shares outstanding	10,411,240	3,217,255
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares Issued	50	190
Preferred stock, shares outstanding	50	190

Consolidated Condensed Statemen

Consolidated Condensed Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 1,411,124	$ 0	$ 2,030,039	$ 0
Cost of goods sold	1,022,684	0	1,437,432	0
Gross Margin	388,440	0	592,607	0
Operating Expenses
Operations	213,772	0	326,094	0
Research and development	10,282	0	27,078	0
Sales and marketing	386,332	0	543,390	0
General and administrative	1,349,587	434,917	2,353,761	1,612,439
Depreciation and amortization	171	381	342	763
Total operating expenses	1,960,144	435,298	3,250,664	1,613,202
Operating loss	(1,571,704)	(435,298)	(2,658,057)	(1,613,202)
Other Expense
Interest expense	40,534	0	60,183	0
Other Expense	40,534	0	60,183	0
Net loss	$ (1,612,238)	$ (435,298)	$ (2,718,240)	$ (1,613,202)
Net loss per share attributable to common stockholders
Basic	$ (0.16)	$ (0.13)	$ (0.34)	$ (0.47)
Diluted	$ (0.16)	$ (0.13)	$ (0.34)	$ (0.47)
Weighted average common shares outstanding
Basic	10,040,741	3,384,837	8,053,299	3,398,470
Diluted	10,040,741	3,384,837	8,053,299	3,398,470

Consolidated Condensed Statem_2

Consolidated Condensed Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)	Series B, Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 1	$ 33,923	$ 4,714,041	$ (1,549,584)	$ 3,198,381
Beginning balance, shares at Dec. 31, 2022	140	3,392,250
Issuance of common shares for services		$ 750	599,250		600,000
Issuance of common shares for services, shares		75,005
Net loss				(1,177,904)	(1,177,904)
Ending balance, value at Mar. 31, 2023	$ 1	$ 34,673	5,313,291	(2,727,488)	2,620,477
Ending balance, shares at Mar. 31, 2023	140	3,467,255
Beginning balance, value at Dec. 31, 2022	$ 1	$ 33,923	4,714,041	(1,549,584)	3,198,381
Beginning balance, shares at Dec. 31, 2022	140	3,392,250
Net loss					(1,613,202)
Ending balance, value at Jun. 30, 2023	$ 2	$ 32,173	5,315,790	(3,162,786)	2,185,179
Ending balance, shares at Jun. 30, 2023	190	3,217,255
Beginning balance, value at Mar. 31, 2023	$ 1	$ 34,673	5,313,291	(2,727,488)	2,620,477
Beginning balance, shares at Mar. 31, 2023	140	3,467,255
Conversion of preferred shares	$ 1	$ (2,500)	2,499
Conversion of preferred shares, shares	50	(250,000)
Net loss				(435,298)	(435,298)
Ending balance, value at Jun. 30, 2023	$ 2	$ 32,173	5,315,790	(3,162,786)	2,185,179
Ending balance, shares at Jun. 30, 2023	190	3,217,255
Beginning balance, value at Dec. 31, 2023	$ 2	$ 32,173	5,315,790	(3,933,046)	1,414,919
Beginning balance, shares at Dec. 31, 2023	190	3,217,255
Issuance of common shares as settlement		$ 161	64,183		64,344
Issuance of common shares as settlement, shares		16,086
Issuance of common shares, initial public offering, net of offering costs		$ 12,500	3,837,055		3,849,555
Issuance of common shares, initial public offering, net of offering costs, shares		1,250,000
Issuance of common shares, business combination		$ 42,500	16,957,500		17,000,000
Issuance of common shares, business combination, shares		4,250,000
Conversion of preferred shares	$ (1)	$ 6,000	(5,999)
Conversion of preferred shares, shares	(120)	600,000
Net loss				(1,106,002)	(1,106,002)
Ending balance, value at Mar. 31, 2024	$ 1	$ 93,334	26,168,529	(5,039,048)	21,222,816
Ending balance, shares at Mar. 31, 2024	70	9,333,341
Beginning balance, value at Dec. 31, 2023	$ 2	$ 32,173	5,315,790	(3,933,046)	1,414,919
Beginning balance, shares at Dec. 31, 2023	190	3,217,255
Net loss					(2,718,240)
Ending balance, value at Jun. 30, 2024	$ 1	$ 104,113	26,518,993	(6,651,286)	19,971,821
Ending balance, shares at Jun. 30, 2024	50	10,411,240
Beginning balance, value at Mar. 31, 2024	$ 1	$ 93,334	26,168,529	(5,039,048)	21,222,816
Beginning balance, shares at Mar. 31, 2024	70	9,333,341
Conversion of preferred shares		$ 1,000	(1,000)
Conversion of preferred shares, shares	(20)	100,000
Issuance of common shares, equity incentive plan		$ 9,779	(9,779)
Net loss				(1,612,238)	(1,612,238)
Stock compensation expense - vested stock			346,854		346,854
Issuance of common shares, equity incentive plan, shares		977,899
Stock option compensation expense			14,389		14,389
Ending balance, value at Jun. 30, 2024	$ 1	$ 104,113	$ 26,518,993	$ (6,651,286)	$ 19,971,821
Ending balance, shares at Jun. 30, 2024	50	10,411,240

Consolidated Condensed Statem_3

Consolidated Condensed Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (2,718,240)	$ (1,613,202)
Depreciation and amortization	342	763
Stock compensation expense as settlement	64,344	600,000
Stock compensation expense	361,243
Change in assets and liabilities:
Accounts receivable	6,798	0
Inventory	152,566	0
Prepaid inventory	(253,424)	0
Other assets	(129,089)	22,500
Accounts payable and accrued expenses	384,556	(32,922)
Operating lease liabilities	(18,615)	0
Customer deposits and other current liabilities	(32,321)	0
Net cash used in operating activities	(2,181,840)	(1,022,861)
Cash flows from investing activities
Cash portion of consideration paid for acquisition of businesses, net of cash received	(852,801)	0
Net cash used in investing activities	(852,801)	0
Cash flows from financing activities:
Proceeds from issuance of common shares	5,000,000	0
Common share issuance offering costs	(637,687)	(223,579)
Net cash provided by (used in) financing activities	4,362,313	(223,579)
Net increase (decrease) in cash	1,327,672	(1,246,440)
Cash, beginning of period	894,773	3,099,422
Cash, end of period	2,222,445	1,852,982
Supplemental disclosures of cash flow information:
Non-cash consideration paid for assets acquired and liabilities assumed	19,000,000	0
Deferred acquisition costs	100,000	0
Deferred offering costs recorded as reduction of proceeds	$ 512,758	$ 0

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	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)	$ (1,612,238)	$ (1,106,002)	$ (435,298)	$ (1,177,904)	$ (2,718,240)	$ (1,613,202)

Organization and nature of busi

Organization and nature of business	6 Months Ended
Organization and nature of business	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and nature of business	Note 1 – Organization and nature of business Unusual Machines, Inc. (“the Company”) is a Nevada corporation engaged in the commercial drone industry. The Company reincorporated from Puerto Rico to Nevada on April 22, 2024. On February 16, 2024, the Company closed its Initial Public Offering (the “IPO”) of 1,250,000 4.00

Summary of significant accounti

Summary of significant accounting policies	6 Months Ended
Summary of significant accounting policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of significant accounting policies	Note 2 – Summary of significant accounting policies Principles of Consolidation The consolidated financial statements include accounts of the Company and its wholly owned subsidiaries, Fat Shark and Rotor Riot since the acquisitions on February 16, 2024. Intercompany transactions and balances have been eliminated upon consolidation. Unaudited interim financial information The consolidated condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A, for the year ended December 31, 2023. The results for any interim period are not necessarily indicative of results for any future period. 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. The financial statements include some amounts that are based on management’s best estimates and judgments. Significant estimates reflected in these financial statements include those used to (i) determine stock-based compensation, (ii) the fair value of assets acquired and liabilities assumed in business combinations and the value of shares issued as consideration, (iii) reserves and allowances related to accounts receivable, inventory and sales, (iv) the evaluation of long-term assets, including goodwill, for impairment, (v) the fair value of lease liabilities and related right of use assets, and (vi) the warranty liability. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash deposits in multiple commercial banks and financial services companies. These financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 1.7 0.6 Accounts Receivable, net The Company carries its accounts receivable at invoiced amounts. Upon the closing of the acquisitions in February 2024 when we acquired accounts receivable, the Company adopted ASC 326, Financial Instruments – Credit Losses, which the Company evaluates all credit losses as of the reporting date. 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 June 30, 2024 and December 31, 2023, the Company considers accounts receivable to be fully collectible; accordingly, no Inventory Inventories, which consist of finished goods, are stated at the lower of cost or net realizable value, and are measured using the first-in, first-out method. Cost components include direct materials and direct labor, as well as in-bound freight. At each balance sheet date, the Company evaluates the net realizable value of its inventory using various reference measures including current product selling prices, as well as evaluating for excess quantities and obsolescence. Deferred offering costs The Company deferred direct incremental costs associated with its IPO. The Company capitalized $ 127,687 70,268 512,758 640,445 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 Leases The Company has adopted Accounting Standards Codification (ASC) 842, “Leases” which requires the recognition of assets and liabilities associated with lease agreements. As of February 16, 2024, the date of the acquisition, the Company recognized a lease liability obligation of $ 378,430 The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company’s leases do not provide an implicit rate. Therefore, the Company used an effective discount rate of 11.49 Goodwill and Long-lived Assets Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. The Company tests goodwill for impairment in accordance with the provisions of ASC 350, Intangibles – Goodwill and Other, (“ASC 350”). Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, then an impairment loss is recognized in an amount equal to the amount that the book value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The estimate of fair value of a reporting unit is computed using either an income approach, a market approach, or a combination of both. Under the income approach, we utilize the discounted cash flow method to estimate the fair value of a reporting unit. Significant assumptions inherent in estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including gross margin, operating expenses, and capital expenditures), and a rate used to discount estimated future cash flow projections to their present value based on estimated weighted average cost of capital (i.e., the selected discount rate). Management’s assumptions are based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate and consider risk profiles, size, geography, and diversity of products and services. The Company reviews long-lived assets, including tangible assets and other intangible assets with definitive lives, for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360, “Impairment or Disposal of Long-Lived Assets”. ASC 360 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures The fair value measurements and disclosure guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Level 2 Level 3 Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The Company’s financial instruments mainly consist of cash, receivables, current assets, accounts payable, accrued expenses and debt. The carrying amounts of cash, receivables, current assets, accounts payable, accrued expenses and current debt approximates fair value due to the short-term nature of these instruments. Warranty Liability Fat Shark products are warranted against defects in materials and workmanship for a period of two years from the date of shipment. If a defect arises during the warranty period, Fat Shark will either (i) repair the affected product at no charge using new parts or parts that are equivalent to new in performance and reliability; (ii) exchange the affected product with a functionally equivalent product; or (iii) refund the original purchase price for the affected product . Allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product warranty claim rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 24 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets and amounted $ 66,025 Rotor Riot does not provide any warranty of any kind for any of the equipment it sells or otherwise distributes. Consumers assume all risk for any products purchased or received from Rotor Riot. 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 from both retail distributers and individual consumers. 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 probable. Revenue is recognized when the title to the products has been passed to the customer, which is the date the products are shipped to the customer. This is the date the performance obligation has been met. Deferred Revenue Deferred revenue relates to (i) orders placed, but not yet fulfilled and (ii) customer tickets purchased related to the Company’s Rampage event, in which tickets are sold in advance and recognized when the event takes place. All deferred revenue is expected to be recognized within one year. Deferred revenue related to orders placed, but not yet fulfilled totaled $ 82,120 0 Cost of Goods Sold Cost of goods sold includes inventory costs, direct packaging costs and production related depreciation, if any. Shipping and Handling Costs Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses and amounted to $ 74,634 no Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development costs, materials, and a proportionate share of overhead costs. 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 six months ending June 30, 2024 and 2023 consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes. Since the Company has not generated an operating profit since inception, there are no Stock-Based Compensation Stock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. The Company recognizes forfeitures as they occur. The fair value of restricted stock is based on our quoted stock price or other fair value indicators on the date of grant. Compensation cost is recognized on a straight-line basis over the service period which is typically the vesting term. Warrants The Company accounts for warrants to purchase shares of its common stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants classified as liabilities are recognized as a non-cash gain or loss in the consolidated statements of operations and comprehensive loss. 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 Segment Reporting Since the acquisitions of Fat Shark and Rotor Riot, the Company operates with one reportable segment. The Company bases its reportable segment based on how our Chief Operating Decision Maker manages the business, makes resource allocations and operating decisions, and evaluates operating performance. Recent Accounting Pronouncements In November 2023, new accounting guidance was issued that updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (the “CODM”) and included within each reported measure of a segment’s profit or loss. This new guidance also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The new guidance is required to be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. On January 1, 2024, the Company adopted ASC 280, Segment Reporting. The Company currently operates a single segment and the Company does not anticipate any net effect related to the adoption. In December 2023, new accounting guidance was issued related to income tax disclosures. The new guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The new guidance is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This new guidance will likely not result in additional required disclosures when adopted.

Acquisitions

Acquisitions	6 Months Ended
Acquisitions	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisitions	Note 3 – Acquisitions Fat Shark and Rotor Riot On February 16, 2024, the Company closed on the acquisitions of both Fat Shark and Rotor Riot from Red Cat and Jeffrey Thompson, the founder and Chief Executive Officer of Red Cat (the “Business Combination”) (See Note 11 – Related Party Transactions for additional information). 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 Company specializes in the production and sale of small drones and essential components and with the acquisitions of Fat Shark and Rotor Riot, it brings brand recognition and a strong curated retail channel in the FPV drone market segment. This Business Combination is a realization of the Company’s strategy to build its business both organically and through strategic acquisitions that leverage our retail business to onshore production of critical drone components. With the transition to onshoring production of drone components, the Company intends to expand into B2B channels for customers that require a domestic supply chain. The Business Combination was based on a share purchase agreement (the “Purchase Agreement”) that was executed on November 21, 2022. From November 21, 2022 to February 16, 2024, the Purchase Agreement was subject to several amendments and subject to certain working capital adjustments. Under the terms of the Purchase Agreement, as amended, the consideration paid for the acquired assets consisted of (i) $ 1 0.1 4 4,250,000 4.00 22,100,000 The acquisitions met the definition of a business combination under ASC 805, Business Combinations, and therefore the assets acquired and liabilities assumed are accounted for at fair value. The Company has not completed its evaluation of the fair value of assets acquired and liabilities assumed of Fat Shark and Rotor Riot for the purpose of its 2024 fiscal year financial reporting and as such has not fully determined the unallocated purchase price between goodwill and other intangible assets. Such amounts are subject to adjustment during the one-year measurement period. The following represents the fair value allocation of Fat Shark and Rotor Riot Purchase Price: Schedule of fair value allocation Cash $ 147,200 Accounts receivable (approximates contractual value) 6,798 Inventories (on hand and prepaid) 2,611,583 Other current assets 10,892 Right of use asset - operating 378,430 Other long-term assets 59,426 Goodwill and intangible assets (unallocated purchase price) 19,666,086 Total assets 22,880,415 Accounts payable and accrued liabilities 287,544 Customer deposits 114,441 Operating lease liability – current and long-term 378,430 Total liabilities 780,415 Total purchase price $ 22,100,000 Initial goodwill and intangible assets relate to Fat Shark and Rotor Riot being FPV market leaders and their well-known and established brands within the industry. Combining these entities and their existing customer base along with Unusual Machines’ strategy of extending to B2B sales of drone components will provide strategic advantage. The Company will evaluate the amount of goodwill and intangibles that are expected to be deductible for tax purposes once the unallocated purchase price is finalized. The results of Fat Shark and Rotor Riot have been included in the Consolidated Financial Statements from the date of acquisition. The table below presents the results as reported by the Company and unaudited pro forma results of the Company, assuming that the acquisition of Fat Shark and Rotor Riot at the beginning of each period are as follows. The unaudited pro forma results are not necessarily indicative of what actually would have occurred had the acquisitions been in effect for the periods presented (in thousands, except per share data): Schedule of unaudited pro forma results For the Six Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 As Reported Proforma (unaudited) As Reported Proforma (unaudited) Revenue $ 2,030 $ 2,525 $ – $ 2,663 Gross profit/(loss) 593 624 – 362 Loss from operations (2,658 ) (3,347 ) (1,613 ) (3,876 ) Other expense 60 39 – 36 Net loss $ (2,718 ) $ (3,386 ) $ (1,613 ) $ (3,912 ) Net earnings per share: Basic $ (0.34 ) $ (0.34 ) $ (0.47 ) $ (0.44 ) This unaudited consolidated pro forma financial information is presented for informational purposes only. The unaudited consolidated pro forma adjustments are based on preliminary estimates, information available and certain assumptions, and may be revised as additional information becomes available. In addition, the unaudited pro forma financial information does not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition. The unaudited pro forma financial information from the beginning of the periods presented until the acquisition date includes adjustments to: 1) eliminate intercompany revenue and associated cost of sales for sales of product from Fat Shark to Rotor Riot, 2) to adjust fair value for certain Fat Shark inventory as if the acquisition had occurred as of the beginning of the respective periods and 3) to include acquisition related expenses in the Q1 ’23 that were incurred in Q1 ’24.

Inventories

Inventories	6 Months Ended
Inventories	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventories	Note 4 – Inventories Inventories, consisting solely of finished goods, totaled $ 1,638,038 0 1,074,403 0

Other Current Assets

Other Current Assets	6 Months Ended
Other Current Assets	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Current Assets	Note 5 – Other Current Assets Other current assets included as of:: Schedule of other current assets June 30, 2024 December 31, 2023 Deposit related to Rotor Riot, LLC and Fat Shark, Ltd. acquisitions $ – $ 100,000 Prepaid insurance 157,500 20,631 Other receivables 10,000 – Other prepaid expenses 14,577 – Total other current assets $ 182,077 $ 120,631

Property and Equipment, net

Property and Equipment, net	6 Months Ended
Property and Equipment, net	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment, net	Note 6 – 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: Schedule of property and equipment June 30, 2024 December 31, 2023 Computer equipment $ 7,738 $ 7,738 Accumulated depreciation (6,826 ) (6,484 ) Total property and equipment, net $ 912 $ 1,254 Depreciation expense totaled $ 342 762

Operating Leases

Operating Leases	6 Months Ended
Operating Leases	Jun. 30, 2024
Operating Leases
Operating Leases	Note 7 – Operating Leases As identified in Note 3 “Acquisitions”, the acquired businesses, specifically Rotor Riot, has entered into a five-year operating lease for approximately 6,900 square feet of warehouse and office space in Orlando, Florida. The lease commenced in November 2023 and expires in October 2028. 378,430 39,429 Schedule of future lease payments Year Future Lease Operating Lease Operating Lease 2024 $ 48,944 $ (19,122 ) $ 29,822 2025 101,133 (33,313 ) 67,820 2026 105,178 (25,468 ) 79,710 2027 109,037 (15,985 ) 93,052 2028 94,185 (4,776 ) 89,409 Total $ 458,477 $ (98,664 ) $ 359,813 Schedule of supplemental information Supplemental Information Weighted average remaining lease term (in years) 4.33 Weighted average discount rate 11.49

Promissory Note

Promissory Note	6 Months Ended
Promissory Note	Jun. 30, 2024
Debt Disclosure [Abstract]
Promissory Note	Note 8 – Promissory Note In conjunction with the acquisition of Fat Shark and Rotor Riot, as discussed in Note 3, the Company issued a promissory note (“Note”) with Red Cat Holdings, Inc. (“Red Cat”) for $ 2 2 2 4 8 60,183 6,677

Earnings Per Share and Stockhol

Earnings Per Share and Stockholders’ Equity	6 Months Ended
Earnings Per Share and Stockholders’ Equity	Jun. 30, 2024
Earnings Per Share And Stockholders Equity
Earnings Per Share and Stockholders’ Equity	Note 9 – Earnings Per Share and Stockholders’ Equity 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 250,000 950,000 310,000 62,500 3,418,803 Preferred Stock The preferred stock par value is $ 0.01 Subsequent to the IPO but prior to June 30, 2024, certain shareholders converted 140 700,000 140 On June 1, 2023, the Company issued an additional 50 Series B preferred shares in connection with the cancellation of 250,000 shares of common stock. Series B preferred shares outstanding at June 30, 2024 totaled 50 250,000 190 950,000 See Note 14, Subsequent Events, for more information regarding the Company’s Series A Convertible Preferred Stock. Common Stock The common stock par value is $ 0.01 2024 Transactions On January 2, 2024, the Company issued 16,086 64,344 On February 16, 2024 the Company completed its IPO and issued 1,250,000 3,849,555 510,000 127,687 512,758 1,150,445 62,500 250,000 5.00 Simultaneously with its IPO and as a part of the Purchase Agreement as discussed in Note 3, the Company issued Red Cat 4,250,000 17 Subsequent to the IPO and prior to June 30, 2024, the Company issued 700,000 On April 30, 2024, the Company issued 937,249 On May 2, 2024, the Company issued an additional 40,650 The April 30, 2024 and May 2, 2024 shares were valued at $ 1.20 1.23 1,174,698 346,854 See Note 14, Subsequent Events, for additional information. 2023 Transactions On March 7, 2023, the Company issued 75,000 600,000 8.00 On July 10, 2023, the Company’s Board of Directors approved a 1-for-2 reverse stock split Earnings Per Share

Share Based Awards

Share Based Awards	6 Months Ended
Share Based Awards	Jun. 30, 2024
Equity [Abstract]
Share Based Awards	Note 10 – Share Based Awards Stock Options The Company’s 2022 Equity Incentive Plan (the “Plan”) allows the Company to incentivize key employees and directors with long term compensation awards such as stock options, restricted stock, and other similar types of awards. The Plan is authorized to issue 1,461,876 On April 30, 2024, the Company’s board of directors approved the grant of 310,000 The following table presents the activity for stock options outstanding: Schedule of stock option activity Weighted Weighted Average Non-Qualified Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding - December 31, 2023 – $ – – – Granted 310,000 1.20 9.83 $ 31,000 Forfeited/canceled – – – – Exercised – – – – Outstanding – June 30, 2024 310,000 $ 1.20 9.83 $ 31,000 The range of assumptions used to calculate the fair value of options granted during the six months ended June 30, 2024 was: Schedule of stock options assumptions Exercise Price $ 1.20 Stock Price on date of grant $ 1.20 Risk-free interest rate 4.71 Dividend yield – Expected term (years) 6.11 Volatility 129.45 The Company recognized $ 14,389 325,371 Restricted Stock The following table presents the activity for stock options outstanding: Schedule of restricted stock activity Restricted Awards Awards Stock Vested Unvested Outstanding - December 31, 2023 – – – Granted 977,899 291,737 686,162 Forfeited/canceled – – – Exercised – – – Outstanding – June 30, 2024 977,899 291,737 686,162 The Company recognized $ 346,854 827,844 Warrants The following table presents the activity for warrants outstanding as of June 30, 2024: Schedule of warrant activity Weighted Warrants Average Outstanding Exercise Price Outstanding - December 31, 2023 – $ – Granted 62,500 5.00 Forfeited/cancelled/restored – – Exercised – – Outstanding – June 30, 2024 62,500 $ 5.00 As discussed in Note 9, “Earnings Per Share and Stockholders’ Equity”, in connection with the IPO, the Company issued 62,500 representative warrants to its underwriters to purchase shares of common stock. The representative warrants have an exercise price of $5.00 or can be exercised through a cashless exercise feature. All warrants outstanding have a weighted average remaining contractual life of approximately 4.63

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 – Related Party Transactions In November 2022, the Company entered into the Purchase Agreement, as amended with Red Cat and Jeffrey Thompson, the Company’s former Chief Executive Officer and President and current director and also the current Chief Executive Officer of Red Cat, pursuant to which, among other things, Mr. Thompson and the Company have agreed to indemnification obligations, which shall survive for a period of nine months from February 16, 2024, subject to certain limitations, which includes a basket of $250,000 before any claim can be asserted and a cap equal to the value of 100,000 shares of our common stock owned by him to secure any indemnification obligations, which stock is our sole remedy, except for fraud. Our prior Chief Executive Officer, Mr. Brandon Torres Declet, negotiated the terms of the Purchase Agreement on an arms’ length basis with Joe Freedman who was the head of Red Cat’s Special Committee. The transaction was ultimately approved by the Company’s and Red Cat’s board of directors. On March 8, 2023, a majority of the disinterested Red Cat shareholders approved the transactions contemplated in the Purchase Agreement in a special meeting. Mr. Thompson recused himself from such vote. In February 2024, the Company completed the acquisitions to purchase Fat Shark and Rotor Riot from Red Cat. Jeffrey Thompson is the founder and current Chief Executive Officer of Red Cat. Mr. Thompson is also the founder, prior Chief Executive Officer and current member on the Board of Directors of Unusual Machines. Prior to the acquisition, Mr. Thompson held 328,500 shares of common stock in Unusual Machines, which represented approximately 10% prior to the acquisition and IPO. On April 30, 2024 (“Grant Date”), the Company’s board of directors approved the Company entering into a two-year Management Services Agreement (the “Agreement”) with 8 Consulting LLC (the “Consultant”) for the services of our Chief Executive Officer, Dr. Allan Evans, whereby the Consultant agreed to cause Dr. Evans to perform his services as the Company’s Chief Executive Officer and the Consultant will be compensated on behalf of Dr. Evans by the Company in connection with his performance of such services. The Agreement allows Dr. Evans to receive favorable tax benefits as a resident of the Commonwealth of Puerto Rico who will perform such services in Puerto Rico. Pursuant to the Agreement, Dr. Evans will perform the duties and responsibilities that are customary for a chief executive officer of a public company that either have revenues similar to the Company on a pro forma basis as reflected in the Prospectus filed with the SEC on February 15, 2024, or if pre-revenues, are an active and on-going business that are performing pre-revenue activities. The Consultant agreed to cause Dr. Evans, as Chief Executive Officer, (i) to undertake primary responsibility for managing all aspects of the Company and overseeing the preparation of all reports, registration statements and other filings required filed by the Company with the SEC and executing the certifications required the Sarbanes Oxley Act of 2002 and the rules of the SEC as the principal executive officer of the Company; (ii) attend investor meetings and road shows in connection with the Company’s fundraising and investor relations activities; (iii) to report to the Company’s board of directors; (iv) to perform services for such subsidiaries of the Company as may be necessary. The Consultant receives a $ 250,000 488,000 585,600 The Company and Dr. Evans previously entered into an Offer Letter dated November 27, 2023, under which he would serve as the Company’s Chief Executive Officer effective as of December 4, 2023. The Agreement terminates and replaces the Offer Letter dated November 27, 2023.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12 – Commitments and Contingencies As part of the business combination that occurred on February 14, 2024, the Company acquired a five-year operating lease for approximately 6,900 square feet of warehouse and office space in Orlando, Florida. The lease commenced in November 2023 and expires in October 2028.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
Restatement of Previously Issued Financial Statements	Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]
Restatement of Previously Issued Financial Statements	Note 13 – Restatement of Previously Issued Financial Statements On April 16, 2024, the Company changed their independent PCAOB-registered accounting firm and terminated its engagement with their prior auditor. On May 3, 2024, the Securities and Exchange Commission (“SEC”) issued an order that instituted a cease-and-desist against the Company’s previous auditor, which required the Company to obtain new auditors and re-audit its financial statements for the years ended December 31, 2023 and 2022. The Company engaged a new, an independent and registered accounting firm, to re-audit the Company’s previously issued financial statements. During the Company’s re-audits, it was noted that certain transactions were not recorded in the correct period, stock compensation expense of $600,000 related to the March 7, 2023 common stock issuance was not recorded and deferred offering costs were classified as an operating activity rather than a financing activity. Expenses totaling $10,993 were originally recorded in 2023 but related to 2022 expenses. With this restatement, the transactions previously recorded in the incorrect period have been updated to the correct period, classifications on the statements of cash flow have been corrected and the stock compensation previously not recorded has been properly recorded. The following presents reconciliations of the impacted financial statement line items as filed to the restated amounts as of June 30, 2023 and for the periods then ended. The previously reported amounts reflect those included in the registration statements the Company filed with the Securities and Exchange Commission on September 19, 2023. These amounts are labeled “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of these restatements due to the timing differences and stock compensation expense. Schedule of restatement adjustments in financial statements Statement of Operations for the Six Months Ended June 30, 2023 As Filed Restatement Adjustments As Restated Revenue $ – $ – $ – Cost of goods sold – – – Gross profit – – – Operating expenses: Research and development – – – General and administrative 1,023,433 589,007 1,612,440 Depreciation and amortization 762 – 762 Total operating expenses 1,024,195 589,007 1,613,202 Loss from operations (1,024,195 ) (589,007 ) (1,613,202 ) Other income: Interest income – – – Total other income – – – Net loss before income tax (1,024,195 ) (589,007 ) (1,613,202 ) Income tax benefit (expense) – – – Net loss $ (1,024,195 ) $ (589,007 ) $ (1,613,202 ) Net loss per share attributable to common stockholders Basic and diluted $ (0.30 ) $ (0.17 ) $ (0.47 ) Weighted average common shares outstanding Basic and diluted 3,398,470 – 3,398,470 Statements of Changes in Stockholders’ Equity – As Filed – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 140 $ 1 3,392,250 $ 33,923 $ 4,714,041 $ – $ (1,538,591 ) $ 3,209,374 Issuance of common shares – – 75,005 750 (750 ) – – – Conversion to preferred shares 50 1 (250,000 ) (2,500 ) 2,499 – – – Net loss – – – – – – (1,024,195 ) (1,024,195 ) Balance, June 30, 2023 190 $ 2 3,217,255 $ 32,173 $ 4,716,540 $ – $ (2,562,786 ) $ 2,185,929 Statements of Changes in Stockholders’ Equity – Restatement Adjustments – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 – $ – – $ – $ – $ – $ (10,993 ) $ (10,993 ) Issuance of common shares – – – – 600,000 – – 600,000 Conversion to preferred shares – – – – – – – – Net loss – – – – – – (589,007 ) (589,007 ) Balance, June 30, 2023 – $ – – $ – $ 600,000 $ – $ (600,000 ) $ – Statements of Changes in Stockholders’ Equity – As Restated – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 140 $ 1 3,392,250 $ 33,923 $ 4,714,041 $ – $ (1,549,584 ) $ 3,198,381 Issuance of common shares – – 75,005 750 599,250 – – 600,000 Conversion to preferred shares 50 1 (250,000 ) (2,500 ) 2,499 – – – Net loss – – – – – – (1,613,202 ) (1,613,202 ) Balance, June 30, 2023 190 $ 2 3,217,255 $ 32,173 $ 5,315,790 $ – $ (3,162,786 ) $ 2,185,179 Statement of Cash Flows for the Six Months Ended June 30, 2023 As Filed Restatement Adjustments As Restated Cash flows from operating activities: Net loss $ (1,024,195 ) $ (589,007 ) $ (1,613,202 ) Depreciation 763 – 763 Stock compensation expense – 600,000 600,000 Change in assets and liabilities: Accounts receivable – – – Deferred offering costs (223,579 ) 223,579 – Other current assets 22,500 – 22,500 Accounts payable and accrued expenses (21,929 ) (10,993 ) (32,922 ) Net cash used in operating activities (1,246,440 ) 223,579 (1,022,861 ) Cash flows from investing activities Purchases of property and equipment – – – Net cash used in investing activities – – – Cash flows from financing activities: Deferred offering costs – (223,579 ) (223,579 ) Net cash provided by financing activities – (223,579 ) (223,579 ) Net increase (decrease) in cash (1,246,440 ) – (1,246,440 ) Cash, beginning of period 3,099,422 – 3,099,422 Cash, end of period $ 1,852,982 $ – $ 1,852,982 Supplemental disclosures of cash flow information: Cash paid for interest $ – $ – $ – Cash paid for income tax $ – $ – $ –

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 14 – Subsequent Events Amendments to Articles of Incorporation On July 17, 2024, following approval by the Board of Directors, the Company filed a Certificate of Designations, Preferences, and Rights of the Series A Convertible Preferred Stock (the "COD”) with the Nevada Secretary of State. The COD designated 4,250 shares of Series A Convertible Preferred Stock (the “Series A”). The Series A ranks senior to both the Company’s common stock and any other series of preferred stock with respect to the preferences as to dividends, distributions, and payments, upon the liquidation, dissolution, and winding up of the Company. Each share of Series A may be converted into 1,000 shares of the Company’s common stock. The Series A preferred shares have a conversion beneficial ownership limitation of 4.99%, or 9.99% upon election of the holder upon at least 61 days written notice to the Company. The Series A preferred shares have no voting rights, except as required by law and as expressly provided in the COD. Working Capital Adjustment Agreement On July 22, 2024, the Company and Red Cat finalized the working capital adjustment related to the acquisitions of Fat Shark and Rotor Riot pursuant to the Purchase Agreement. The Purchase Agreement provided that the purchase price was to be increased on a dollar-for-dollar basis by the amount by which the working capital exceeded the agreed working capital (the "Working Capital Adjustment”). After negotiations between the parties, it was determined that the Company owed Red Cat $2.0 million as a Working Capital Adjustment. The original Note payable for $2.0 million was reissued to Red Cat with (i) an increased aggregate principal amount of $4,000,000 to give effect to the working capital adjustments discussed above, and (ii) extend the maturity date of the new Note to November 30, 2025. Red Cat Holdings, Inc.’s Sale of Securities On July 22, 2024, the Company’s principal shareholder, Red Cat sold all of its securities in the Company to two unaffiliated third-party investors (the "Investors”). As part of the transaction, Red Cat entered into an Exchange Agreement with the Company pursuant to which Red Cat exchanged 4,250,000 shares of the Company’s common stock, par value $0.01 per share for 4,250 shares of the Company’s newly designated Series A Convertible Preferred Stock (the "Series A”). Red Cat then sold the Series A and the New Note Payable, to the Investors on July 22, 2024. Quarterly Grants to our Board of Directors On July 30, 2024, the Company issued non-employee directors listed in the table below the equity portion of their quarterly compensation. Each of the directors received a vested restricted stock grant for services as a director (and where applicable, committee member) during the quarter ended June 30, 2024. The shares of restricted common stock were granted under the Company’s 2022 Equity Incentive Plan and was subject to each director executing the Company’s standard Restricted Stock Agreement, which occurred on July 29, 2024. The fair value per share was based on the quoted trading price as of the close of the market as of July 17, 2024. Director Fair Value Per Share Amount of Restricted Common Stock Aggregate Fair Value Cristina Colon $1.79 6,052 $10,833 Sanford Rich $1.79 6,052 $10,833 Robert Lowry $1.79 6,052 $10,833 Jeffrey Thompson $1.79 5,587 $10,000

Summary of significant accoun_2

Summary of significant accounting policies (Policies)	6 Months Ended
Summary of significant accounting policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include accounts of the Company and its wholly owned subsidiaries, Fat Shark and Rotor Riot since the acquisitions on February 16, 2024. Intercompany transactions and balances have been eliminated upon consolidation.
Unaudited interim financial information	Unaudited interim financial information The consolidated condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A, for the year ended December 31, 2023. The results for any interim period are not necessarily indicative of results for any future period.
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. The financial statements include some amounts that are based on management’s best estimates and judgments. Significant estimates reflected in these financial statements include those used to (i) determine stock-based compensation, (ii) the fair value of assets acquired and liabilities assumed in business combinations and the value of shares issued as consideration, (iii) reserves and allowances related to accounts receivable, inventory and sales, (iv) the evaluation of long-term assets, including goodwill, for impairment, (v) the fair value of lease liabilities and related right of use assets, and (vi) the warranty liability.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash deposits in multiple commercial banks and financial services companies. These financial institutions are insured by the Federal Deposit Insurance Corporation up to $ 250,000 1.7 0.6
Accounts Receivable, net	Accounts Receivable, net The Company carries its accounts receivable at invoiced amounts. Upon the closing of the acquisitions in February 2024 when we acquired accounts receivable, the Company adopted ASC 326, Financial Instruments – Credit Losses, which the Company evaluates all credit losses as of the reporting date. 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 June 30, 2024 and December 31, 2023, the Company considers accounts receivable to be fully collectible; accordingly, no
Inventory	Inventory Inventories, which consist of finished goods, are stated at the lower of cost or net realizable value, and are measured using the first-in, first-out method. Cost components include direct materials and direct labor, as well as in-bound freight. At each balance sheet date, the Company evaluates the net realizable value of its inventory using various reference measures including current product selling prices, as well as evaluating for excess quantities and obsolescence.
Deferred offering costs	Deferred offering costs The Company deferred direct incremental costs associated with its IPO. The Company capitalized $ 127,687 70,268 512,758 640,445
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
Leases	Leases The Company has adopted Accounting Standards Codification (ASC) 842, “Leases” which requires the recognition of assets and liabilities associated with lease agreements. As of February 16, 2024, the date of the acquisition, the Company recognized a lease liability obligation of $ 378,430 The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company’s leases do not provide an implicit rate. Therefore, the Company used an effective discount rate of 11.49
Goodwill and Long-lived Assets	Goodwill and Long-lived Assets Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. The Company tests goodwill for impairment in accordance with the provisions of ASC 350, Intangibles – Goodwill and Other, (“ASC 350”). Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, then an impairment loss is recognized in an amount equal to the amount that the book value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The estimate of fair value of a reporting unit is computed using either an income approach, a market approach, or a combination of both. Under the income approach, we utilize the discounted cash flow method to estimate the fair value of a reporting unit. Significant assumptions inherent in estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including gross margin, operating expenses, and capital expenditures), and a rate used to discount estimated future cash flow projections to their present value based on estimated weighted average cost of capital (i.e., the selected discount rate). Management’s assumptions are based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate and consider risk profiles, size, geography, and diversity of products and services. The Company reviews long-lived assets, including tangible assets and other intangible assets with definitive lives, for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360, “Impairment or Disposal of Long-Lived Assets”. ASC 360 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures	Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures The fair value measurements and disclosure guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Level 2 Level 3 Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The Company’s financial instruments mainly consist of cash, receivables, current assets, accounts payable, accrued expenses and debt. The carrying amounts of cash, receivables, current assets, accounts payable, accrued expenses and current debt approximates fair value due to the short-term nature of these instruments.
Warranty Liability	Warranty Liability Fat Shark products are warranted against defects in materials and workmanship for a period of two years from the date of shipment. If a defect arises during the warranty period, Fat Shark will either (i) repair the affected product at no charge using new parts or parts that are equivalent to new in performance and reliability; (ii) exchange the affected product with a functionally equivalent product; or (iii) refund the original purchase price for the affected product . Allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product warranty claim rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 24 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial. The warranty liability is included in accrued expenses on the accompanying consolidated balance sheets and amounted $ 66,025 Rotor Riot does not provide any warranty of any kind for any of the equipment it sells or otherwise distributes. Consumers assume all risk for any products purchased or received from Rotor Riot.
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 from both retail distributers and individual consumers. 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 probable. Revenue is recognized when the title to the products has been passed to the customer, which is the date the products are shipped to the customer. This is the date the performance obligation has been met.
Deferred Revenue	Deferred Revenue Deferred revenue relates to (i) orders placed, but not yet fulfilled and (ii) customer tickets purchased related to the Company’s Rampage event, in which tickets are sold in advance and recognized when the event takes place. All deferred revenue is expected to be recognized within one year. Deferred revenue related to orders placed, but not yet fulfilled totaled $ 82,120 0
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold includes inventory costs, direct packaging costs and production related depreciation, if any.
Shipping and Handling Costs	Shipping and Handling Costs Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses and amounted to $ 74,634 no
Research and Development	Research and Development Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development costs, materials, and a proportionate share of overhead costs.
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 six months ending June 30, 2024 and 2023 consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes. Since the Company has not generated an operating profit since inception, there are no
Stock-Based Compensation	Stock-Based Compensation Stock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. The Company recognizes forfeitures as they occur. The fair value of restricted stock is based on our quoted stock price or other fair value indicators on the date of grant. Compensation cost is recognized on a straight-line basis over the service period which is typically the vesting term.
Warrants	Warrants The Company accounts for warrants to purchase shares of its common stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants classified as liabilities are recognized as a non-cash gain or loss in the consolidated statements of operations and comprehensive loss.
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
Segment Reporting	Segment Reporting Since the acquisitions of Fat Shark and Rotor Riot, the Company operates with one reportable segment. The Company bases its reportable segment based on how our Chief Operating Decision Maker manages the business, makes resource allocations and operating decisions, and evaluates operating performance.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, new accounting guidance was issued that updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (the “CODM”) and included within each reported measure of a segment’s profit or loss. This new guidance also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The new guidance is required to be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. On January 1, 2024, the Company adopted ASC 280, Segment Reporting. The Company currently operates a single segment and the Company does not anticipate any net effect related to the adoption. In December 2023, new accounting guidance was issued related to income tax disclosures. The new guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The new guidance is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This new guidance will likely not result in additional required disclosures when adopted.

Acquisitions (Tables)

Acquisitions (Tables) - Fat Shark And Rotor Riot [Member]	6 Months Ended
Acquisitions (Tables) - Fat Shark And Rotor Riot [Member]	Jun. 30, 2024
Business Acquisition [Line Items]
Schedule of fair value allocation	Schedule of fair value allocation Cash $ 147,200 Accounts receivable (approximates contractual value) 6,798 Inventories (on hand and prepaid) 2,611,583 Other current assets 10,892 Right of use asset - operating 378,430 Other long-term assets 59,426 Goodwill and intangible assets (unallocated purchase price) 19,666,086 Total assets 22,880,415 Accounts payable and accrued liabilities 287,544 Customer deposits 114,441 Operating lease liability – current and long-term 378,430 Total liabilities 780,415 Total purchase price $ 22,100,000
Schedule of unaudited pro forma results	Schedule of unaudited pro forma results For the Six Months Ended For the Six Months Ended June 30, 2024 June 30, 2023 As Reported Proforma (unaudited) As Reported Proforma (unaudited) Revenue $ 2,030 $ 2,525 $ – $ 2,663 Gross profit/(loss) 593 624 – 362 Loss from operations (2,658 ) (3,347 ) (1,613 ) (3,876 ) Other expense 60 39 – 36 Net loss $ (2,718 ) $ (3,386 ) $ (1,613 ) $ (3,912 ) Net earnings per share: Basic $ (0.34 ) $ (0.34 ) $ (0.47 ) $ (0.44 )

Other Current Assets (Tables)

Other Current Assets (Tables)	6 Months Ended
Other Current Assets (Tables)	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of other current assets	Schedule of other current assets June 30, 2024 December 31, 2023 Deposit related to Rotor Riot, LLC and Fat Shark, Ltd. acquisitions $ – $ 100,000 Prepaid insurance 157,500 20,631 Other receivables 10,000 – Other prepaid expenses 14,577 – Total other current assets $ 182,077 $ 120,631

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	6 Months Ended
Property and Equipment, net (Tables)	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment June 30, 2024 December 31, 2023 Computer equipment $ 7,738 $ 7,738 Accumulated depreciation (6,826 ) (6,484 ) Total property and equipment, net $ 912 $ 1,254

Operating Leases (Tables)

Operating Leases (Tables)	6 Months Ended
Operating Leases (Tables)	Jun. 30, 2024
Operating Leases
Schedule of future lease payments	Schedule of future lease payments Year Future Lease Operating Lease Operating Lease 2024 $ 48,944 $ (19,122 ) $ 29,822 2025 101,133 (33,313 ) 67,820 2026 105,178 (25,468 ) 79,710 2027 109,037 (15,985 ) 93,052 2028 94,185 (4,776 ) 89,409 Total $ 458,477 $ (98,664 ) $ 359,813
Schedule of supplemental information	Schedule of supplemental information Supplemental Information Weighted average remaining lease term (in years) 4.33 Weighted average discount rate 11.49

Share Based Awards (Tables)

Share Based Awards (Tables)	6 Months Ended
Share Based Awards (Tables)	Jun. 30, 2024
Equity [Abstract]
Schedule of stock option activity	Schedule of stock option activity Weighted Weighted Average Non-Qualified Average Remaining Aggregate Options Exercise Price Contractual Term Intrinsic Value Outstanding - December 31, 2023 – $ – – – Granted 310,000 1.20 9.83 $ 31,000 Forfeited/canceled – – – – Exercised – – – – Outstanding – June 30, 2024 310,000 $ 1.20 9.83 $ 31,000
Schedule of stock options assumptions	Schedule of stock options assumptions Exercise Price $ 1.20 Stock Price on date of grant $ 1.20 Risk-free interest rate 4.71 Dividend yield – Expected term (years) 6.11 Volatility 129.45
Schedule of restricted stock activity	Schedule of restricted stock activity Restricted Awards Awards Stock Vested Unvested Outstanding - December 31, 2023 – – – Granted 977,899 291,737 686,162 Forfeited/canceled – – – Exercised – – – Outstanding – June 30, 2024 977,899 291,737 686,162
Schedule of warrant activity	Schedule of warrant activity Weighted Warrants Average Outstanding Exercise Price Outstanding - December 31, 2023 – $ – Granted 62,500 5.00 Forfeited/cancelled/restored – – Exercised – – Outstanding – June 30, 2024 62,500 $ 5.00

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Changes and Error Corrections [Abstract]
Schedule of restatement adjustments in financial statements	Schedule of restatement adjustments in financial statements Statement of Operations for the Six Months Ended June 30, 2023 As Filed Restatement Adjustments As Restated Revenue $ – $ – $ – Cost of goods sold – – – Gross profit – – – Operating expenses: Research and development – – – General and administrative 1,023,433 589,007 1,612,440 Depreciation and amortization 762 – 762 Total operating expenses 1,024,195 589,007 1,613,202 Loss from operations (1,024,195 ) (589,007 ) (1,613,202 ) Other income: Interest income – – – Total other income – – – Net loss before income tax (1,024,195 ) (589,007 ) (1,613,202 ) Income tax benefit (expense) – – – Net loss $ (1,024,195 ) $ (589,007 ) $ (1,613,202 ) Net loss per share attributable to common stockholders Basic and diluted $ (0.30 ) $ (0.17 ) $ (0.47 ) Weighted average common shares outstanding Basic and diluted 3,398,470 – 3,398,470 Statements of Changes in Stockholders’ Equity – As Filed – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 140 $ 1 3,392,250 $ 33,923 $ 4,714,041 $ – $ (1,538,591 ) $ 3,209,374 Issuance of common shares – – 75,005 750 (750 ) – – – Conversion to preferred shares 50 1 (250,000 ) (2,500 ) 2,499 – – – Net loss – – – – – – (1,024,195 ) (1,024,195 ) Balance, June 30, 2023 190 $ 2 3,217,255 $ 32,173 $ 4,716,540 $ – $ (2,562,786 ) $ 2,185,929 Statements of Changes in Stockholders’ Equity – Restatement Adjustments – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 – $ – – $ – $ – $ – $ (10,993 ) $ (10,993 ) Issuance of common shares – – – – 600,000 – – 600,000 Conversion to preferred shares – – – – – – – – Net loss – – – – – – (589,007 ) (589,007 ) Balance, June 30, 2023 – $ – – $ – $ 600,000 $ – $ (600,000 ) $ – Statements of Changes in Stockholders’ Equity – As Restated – For the Six Months Ended June 30, 2023 Series B, Preferred Stock Common Stock Additional Paid-In Stocks to be Accumulated Shares Value Shares Value Capital Issued Deficit Total Balance, December 31, 2022 140 $ 1 3,392,250 $ 33,923 $ 4,714,041 $ – $ (1,549,584 ) $ 3,198,381 Issuance of common shares – – 75,005 750 599,250 – – 600,000 Conversion to preferred shares 50 1 (250,000 ) (2,500 ) 2,499 – – – Net loss – – – – – – (1,613,202 ) (1,613,202 ) Balance, June 30, 2023 190 $ 2 3,217,255 $ 32,173 $ 5,315,790 $ – $ (3,162,786 ) $ 2,185,179 Statement of Cash Flows for the Six Months Ended June 30, 2023 As Filed Restatement Adjustments As Restated Cash flows from operating activities: Net loss $ (1,024,195 ) $ (589,007 ) $ (1,613,202 ) Depreciation 763 – 763 Stock compensation expense – 600,000 600,000 Change in assets and liabilities: Accounts receivable – – – Deferred offering costs (223,579 ) 223,579 – Other current assets 22,500 – 22,500 Accounts payable and accrued expenses (21,929 ) (10,993 ) (32,922 ) Net cash used in operating activities (1,246,440 ) 223,579 (1,022,861 ) Cash flows from investing activities Purchases of property and equipment – – – Net cash used in investing activities – – – Cash flows from financing activities: Deferred offering costs – (223,579 ) (223,579 ) Net cash provided by financing activities – (223,579 ) (223,579 ) Net increase (decrease) in cash (1,246,440 ) – (1,246,440 ) Cash, beginning of period 3,099,422 – 3,099,422 Cash, end of period $ 1,852,982 $ – $ 1,852,982 Supplemental disclosures of cash flow information: Cash paid for interest $ – $ – $ – Cash paid for income tax $ – $ – $ –

Organization and nature of bu_2

Organization and nature of business (Details Narrative) - IPO [Member]	Feb. 16, 2024 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Stock issued new, shares \| shares	1,250,000
Public offering price \| $ / shares	$ 4

Summary of significant accoun_3

Summary of significant accounting policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Feb. 16, 2024	Dec. 31, 2023
Federal deposit insurance corporation	$ 250,000
Cash uninsured amount	1,700,000			$ 600,000
Allowance for doubtful accounts	0			0
Deferred offering costs	$ 0			512,758
Estimated useful lives	two to five years
Lease liability	$ 359,813
Right-of-use asset	$ 356,965			0
Effective discount rate	11.49%
Accrued expenses	$ 66,025
Deferred revenue	82,120			0
Deferred tax assets	0			0
General and Administrative Expense [Member]
Shipping and handling costs	74,634	$ 0
Orlando, FL [Member] \| Rotor Riot [Member]
Lease liability			$ 378,430
Right-of-use asset			$ 378,430
IPO [Member]
Amortization of deferred offering costs	127,687	$ 70,268
Deferred offering costs				$ 1,150,445
Adjustment to APIC for deferred offering costs	$ 640,445

Acquisitions (Details - Fair va

Acquisitions (Details - Fair value allocation) - Fat Shark And Rotor Riot [Member]	Feb. 16, 2024 USD ($)
Business Acquisition [Line Items]
Cash	$ 147,200
Accounts receivable (approximates contractual value)	6,798
Inventories (on hand and prepaid)	2,611,583
Other current assets	10,892
Right of use asset - operating	378,430
Other long-term assets	59,426
Goodwill and intangible assets (unallocated purchase price)	19,666,086
Total assets	22,880,415
Accounts payable and accrued liabilities	287,544
Customer deposits	114,441
Operating lease liability – current and long-term	378,430
Total liabilities	780,415
Total purchase price	$ 22,100,000

Acquisitions (Details - Pro For

Acquisitions (Details - Pro Forma Info) - Fat Shark And Rotor Riot [Member] - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Revenue	$ 2,030	$ 0
Gross profit/(loss)	593	0
Loss from operations	(2,658)	(1,613)
Other expense	60	0
Net loss	$ (2,718)	$ (1,613)
Net earnings per share:
Basic	$ (0.34)	$ (0.47)
Pro Forma [Member]
Business Acquisition [Line Items]
Revenue	$ 2,525	$ 2,663
Gross profit/(loss)	624	362
Loss from operations	(3,347)	(3,876)
Other expense	39	36
Net loss	$ (3,386)	$ (3,912)
Net earnings per share:
Basic	$ (0.34)	$ (0.44)

Acquisitions (Details Narrative

Acquisitions (Details Narrative)	Feb. 16, 2024 USD ($) $ / shares shares
IPO [Member]
Business Acquisition [Line Items]
Share price of Red Cat \| $ / shares	$ 4
Fat Shark And Rotor Riot [Member]
Business Acquisition [Line Items]
Payments to acquire business	$ 1,000,000
Cash deposit	100,000
Issuance of promissory note	$ 4,000,000
Issuance of common stock under acquisition \| shares	4,250,000
Consideration paid	$ 22,100,000

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventory	$ 1,638,038	$ 0
Prepaid and deposits for inventory	$ 1,074,403	$ 0

Other Current Assets (Details)

Other Current Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Prepaid insurance	$ 157,500	$ 20,631
Other receivables	10,000	0
Other prepaid expenses	14,577	0
Total other current assets	182,077	120,631
Fat Shark And Rotor Riot [Member]
Restructuring Cost and Reserve [Line Items]
Deposit related to Rotor Riot, LLC and Fat Shark, Ltd. acquisitions	$ 0	$ 100,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Computer equipment	$ 7,738	$ 7,738
Accumulated depreciation	(6,826)	(6,484)
Total property and equipment, net	$ 912	$ 1,254

Property and Equipment, net (_2

Property and Equipment, net (Details Narrative) - USD ($)	6 Months Ended
Property and Equipment, net (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 342	$ 762

Operating Leases (Details - Lea

Operating Leases (Details - Lease maturity)	Jun. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Operating Lease Discount	$ (98,664)
Operating Lease Liability	359,813
Future Lease Payments	458,477
Year 2024 [Member]
Lessee, Lease, Description [Line Items]
Future Lease Payments, 2024	48,944
Operating Lease Discount	(19,122)
Operating Lease Liability	29,822
Year 2025 [Member]
Lessee, Lease, Description [Line Items]
Operating Lease Discount	(33,313)
Operating Lease Liability	67,820
Future Lease Payments, 2025	101,133
Year 2026 [Member]
Lessee, Lease, Description [Line Items]
Operating Lease Discount	(25,468)
Operating Lease Liability	79,710
Future Lease Payments, 2026	105,178
Year 2027 [Member]
Lessee, Lease, Description [Line Items]
Operating Lease Discount	(15,985)
Operating Lease Liability	93,052
Future Lease Payments, 2027	109,037
Year 2028 [Member]
Lessee, Lease, Description [Line Items]
Operating Lease Discount	(4,776)
Operating Lease Liability	89,409
Future Lease Payments, 2028	$ 94,185

Operating Leases (Details - L_2

Operating Leases (Details - Lease supplemental information)	Jun. 30, 2024
Operating Leases
Weighted average remaining lease term (in years)	4 years 3 months 29 days
Weighted average discount rate	11.49%

Operating Leases (Details Narra

Operating Leases (Details Narrative) - USD ($)	4 Months Ended	6 Months Ended
Operating Leases (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2024	Feb. 16, 2024	Dec. 31, 2023
Operating lease right-of-use asset	$ 356,965	$ 356,965		$ 0
Orlando, FL [Member] \| Rotor Riot [Member]
Operating lease right-of-use asset			$ 378,430
Operating lease expense	$ 39,429
Rotor Riot Lease [Member]
Lease description		As identified in Note 3 “Acquisitions”, the acquired businesses, specifically Rotor Riot, has entered into a five-year operating lease for approximately 6,900 square feet of warehouse and office space in Orlando, Florida. The lease commenced in November 2023 and expires in October 2028.

Promissory Note (Details Narrat

Promissory Note (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
Promissory Note (Details Narrative) - USD ($)	Jul. 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Note payable		$ 4,000,000	$ 0
Interest expense		60,183
Accrued interest		6,677
Red Cat Holdings, Inc [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Note payable		4,000,000
Red Cat Holdings, Inc [Member] \| Subsequent Event [Member]
Short-Term Debt [Line Items]
Additional purchase price	$ 2,000,000
Red Cat Holdings, Inc [Member] \| Subsequent Event [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Increase in debt	$ 2,000,000
Interest rate	8%
Fat Shark And Rotor Riot [Member]
Short-Term Debt [Line Items]
Issuance of convertible promissory note		$ 2,000,000

Earnings Per Share and Stockh_2

Earnings Per Share and Stockholders’ Equity (Details Narrative) - USD ($)							3 Months Ended	4 Months Ended	6 Months Ended
	May 02, 2024	Apr. 30, 2024	Feb. 16, 2024	Jan. 03, 2024	Jul. 10, 2023	Mar. 07, 2023	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Common stock, par value								$ 0.01	$ 0.01		$ 0.01
Stock compensation expense related to issuance of shares							$ 3,849,555
Deferred offering costs								$ 0	$ 0		$ 512,758
Warrants exercise price								$ 5	$ 5		$ 0
Stock Issued During Period, Value, Acquisitions							$ 17,000,000
Stock expense									$ 346,854
Executive Officers And Board Members [Member]
Issuance of restricted shares		937,249
Share price		$ 1.20
Issuance of restricted shares, value		$ 1,174,698
Chief Executive Officer [Member]
Issuance of restricted shares	40,650
Share price	$ 1.23
Issuance of restricted shares, value	$ 1,174,698
Board Of Directors [Member]
Reverse stock spli					1-for-2 reverse stock split
Preferred Series B Converted [Member]
Stock Issued During Period, Shares, Conversion of Convertible Securities								700,000
Red Cat Holdings, Inc [Member]
Stock Issued During Period, Shares, Acquisitions			4,250,000
Stock Issued During Period, Value, Acquisitions			$ 17,000,000
IPO [Member]
Issuance of common stock			1,250,000
Stock compensation expense related to issuance of shares			$ 3,849,555
Deferred offering costs											$ 1,150,445
Share price			$ 4
IPO [Member] \| Direct Deduction From Proceeds [Member]
Deferred offering costs								$ 510,000	510,000
IPO [Member] \| Cash Disbursements [Member]
Deferred offering costs								$ 127,687	$ 127,687
IPO [Member] \| Paid Prior Year [Member]
Deferred offering costs											$ 512,758
January 2023 Engagement [Member]
Issuance of common stock						75,000
Stock compensation expense related to issuance of shares						$ 600,000
Share price						$ 8
Prior Chief Executive Officer [Member]
Stock issued for compensation, shares				16,086
Stock issued for compensation, value				$ 64,344
Underwriters [Member] \| IPO [Member]
Warrants issued, shares			62,500
Warrants issued, value			$ 250,000
Warrants exercise price			$ 5
Series B Preferred Stock [Member]
Anti-dilutive shares									250,000	950,000
Preferred stock, par value								$ 0.01	$ 0.01		$ 0.01
Stock converted, shares converted								140
Stock cancelled, shares								140
Preferred stock, shares outstanding								50	50		190
Preferred stock convertible into common stock								250,000	250,000		950,000
Share-Based Payment Arrangement, Option [Member]
Anti-dilutive shares									310,000
Common Stock Warrants [Member]
Anti-dilutive shares									62,500
Promissory Note Common Stock [Member]
Anti-dilutive shares									3,418,803
Common Stock [Member]
Stock converted, shares issued								700,000

Share Based Awards (Details - S

Share Based Awards (Details - Stock options activity) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-Qualified Options outstanding \| shares	0
Options outstanding, weighted average exercise price \| $ / shares	$ 0
Aggregate Intrinsic Value Granted Outstanding At Beginning \| $	$ 0
Non-Qualified Options granted \| shares	310,000
Options granted, weighted average exercise price \| $ / shares	$ 1.20
Options outstanding, weighted average remaining contractual term	9 years 9 months 29 days
Options granted, aggregatge intrinsic value \| $	$ 31,000
Non-Qualified Options forfeited/canceled \| shares	0
Options forfeited/cancelled, weighted average exercise price \| $ / shares	$ 0
Non-Qualified Options exercised \| shares	0
Options exercised, weighted average exercise price \| $ / shares	$ 0
Non-Qualified Options outstanding \| shares	310,000
Options outstanding, weighted average exercise price \| $ / shares	$ 1.20
Options outstanding, weighted average remaining contractual term	9 years 9 months 29 days
Options outstanding, aggregatge intrinsic value \| $	$ 31,000

Share Based Awards (Details -_2

Share Based Awards (Details - Stock options assumptions) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price	$ 1.20
Stock Price on date of grant	$ 1.20
Risk-free interest rate	4.71%
Dividend yield	0%
Expected term (years)	6 years 1 month 9 days
Volatility	129.45%

Share Based Awards (Details - R

Share Based Awards (Details - Restricted stock)	6 Months Ended
Share Based Awards (Details - Restricted stock)	Jun. 30, 2024 shares
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-Qualified Options outstanding	0
Restricted stock granted, unvested	977,899
Restricted stock forfeited/cancelled	0
Restricted stock exercised	0
Non-Qualified Options outstanding	977,899
Awards Vested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-Qualified Options outstanding
Restricted stock granted, unvested	291,737
Non-Qualified Options outstanding	291,737
Awards Unvested [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-Qualified Options outstanding
Restricted stock granted, unvested	686,162
Non-Qualified Options outstanding	686,162

Share Based Awards (Details - W

Share Based Awards (Details - Warrant activity)	6 Months Ended
Share Based Awards (Details - Warrant activity)	Jun. 30, 2024 $ / shares shares
Equity [Abstract]
Warrants outstanding \| shares	0
Warrants outstanding, weighted average exercise price \| $ / shares	$ 0
Warrants granted \| shares	62,500
Warrants granted, weighted average exercise price \| $ / shares	$ 5
Warrants forfeited/cancelled/restored \| shares	0
Warrants forfeited/cancelled/restored, weighted average exercise price \| $ / shares	$ 0
Warrants exercised \| shares	0
Warrants exercised, weighted average exercise price \| $ / shares	$ 0
Warrants outstanding \| shares	62,500
Warrants outstanding, weighted average exercise price \| $ / shares	$ 5

Share Based Awards (Details Nar

Share Based Awards (Details Narrative) - USD ($)	6 Months Ended
Share Based Awards (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfOptionsAuthorized-0]			310,000
Stock-based compensation expense	$ 361,243
Weighted average remaining contractual term	4 years 7 months 17 days
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	$ 14,389
Unvested Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation expense	325,371
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense	346,854
Unvested Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation expense	$ 827,844
Equity Incentive Plan 2022 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized shares	1,461,876

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Management Services Agreement [Member] - Consultant [Member] - USD ($)	Apr. 30, 2024	Jun. 30, 2024
Related Party Transaction [Line Items]
Consultant obligation		$ 250,000
Restricted Common Stock [Member]
Related Party Transaction [Line Items]
Granted fully vested shares of restricted common stock	488,000
Granted fully vested shares of restricted common stock, value	$ 585,600

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	6 Months Ended
Commitments and Contingencies (Details Narrative)	Jun. 30, 2024
Rotor Riot Lease 1 [Member]
Lease description	As part of the business combination that occurred on February 14, 2024, the Company acquired a five-year operating lease for approximately 6,900 square feet of warehouse and office space in Orlando, Florida. The lease commenced in November 2023 and expires in October 2028.

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details - Restatement adjustments) - 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
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue	$ 1,411,124		$ 0		$ 2,030,039	$ 0
Cost of goods sold	1,022,684		0		1,437,432	0
Gross profit	388,440		0		592,607	0
Operating expenses:
Research and development	10,282		0		27,078	0
General and administrative	1,349,587		434,917		2,353,761	1,612,439
Depreciation and amortization	171		381		342	763
Total operating expenses	1,960,144		435,298		3,250,664	1,613,202
Loss from operations	(1,571,704)		(435,298)		(2,658,057)	(1,613,202)
Other income:
Total other income	(40,534)		0		(60,183)	0
Net loss	$ (1,612,238)	$ (1,106,002)	$ (435,298)	$ (1,177,904)	$ (2,718,240)	$ (1,613,202)
Earnings per share	$ (0.16)		$ (0.13)		$ (0.34)	$ (0.47)
Earnings per share	$ (0.16)		$ (0.13)		$ (0.34)	$ (0.47)
Weighted average common shares outstanding	10,040,741		3,384,837		8,053,299	3,398,470
Weighted average common shares outstanding	10,040,741		3,384,837		8,053,299	3,398,470
Beginning balance, value	$ 21,222,816	1,414,919	$ 2,620,477	3,198,381	$ 1,414,919	$ 3,198,381
Issuance of common shares				600,000
Conversion to preferred shares
Ending balance, value	19,971,821	21,222,816	2,185,179	2,620,477	19,971,821	2,185,179
Cash flows from operating activities:
Depreciation					342	762
Stock compensation expense					361,243
Change in assets and liabilities:
Accounts receivable					(6,798)	0
Other current assets					129,089	(22,500)
Accounts payable and accrued expenses					384,556	(32,922)
Net cash used in operating activities					(2,181,840)	(1,022,861)
Cash flows from investing activities
Net cash used in investing activities					(852,801)	0
Cash flows from financing activities:
Net cash provided by financing activities					4,362,313	(223,579)
Net increase (decrease) in cash					1,327,672	(1,246,440)
Cash, beginning of period		894,773		3,099,422	894,773	3,099,422
Cash, end of period	2,222,445		1,852,982		$ 2,222,445	$ 1,852,982
Common Stock [Member]
Other income:
Net loss
Beginning balance, shares	9,333,341	3,217,255	3,467,255	3,392,250	3,217,255	3,392,250
Beginning balance, value	$ 93,334	$ 32,173	$ 34,673	$ 33,923	$ 32,173	$ 33,923
Issuance of common shares, shares				75,005
Issuance of common shares				$ 750
Conversion to preferred shares, shares	100,000	600,000	(250,000)
Conversion to preferred shares	$ 1,000	$ 6,000	$ (2,500)
Ending balance, shares	10,411,240	9,333,341	3,217,255	3,467,255	10,411,240	3,217,255
Ending balance, value	$ 104,113	$ 93,334	$ 32,173	$ 34,673	$ 104,113	$ 32,173
Additional Paid-in Capital [Member]
Other income:
Net loss
Beginning balance, value	26,168,529	5,315,790	5,313,291	4,714,041	5,315,790	4,714,041
Issuance of common shares				599,250
Conversion to preferred shares	(1,000)	(5,999)	2,499
Ending balance, value	26,518,993	26,168,529	5,315,790	5,313,291	26,518,993	5,315,790
Retained Earnings [Member]
Other income:
Net loss	(1,612,238)	(1,106,002)	(435,298)	(1,177,904)
Beginning balance, value	(5,039,048)	(3,933,046)	(2,727,488)	(1,549,584)	(3,933,046)	(1,549,584)
Issuance of common shares
Conversion to preferred shares
Ending balance, value	$ (6,651,286)	$ (5,039,048)	(3,162,786)	(2,727,488)	$ (6,651,286)	(3,162,786)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue						0
Cost of goods sold						0
Gross profit						0
Operating expenses:
Research and development						0
General and administrative						1,023,433
Depreciation and amortization						762
Total operating expenses						1,024,195
Loss from operations						(1,024,195)
Other income:
Interest income						0
Total other income						0
Net loss before income tax						(1,024,195)
Income tax benefit (expense)						0
Net loss						$ (1,024,195)
Earnings per share						$ (0.30)
Earnings per share						$ (0.30)
Weighted average common shares outstanding						3,398,470
Weighted average common shares outstanding						3,398,470
Beginning balance, value				3,209,374		$ 3,209,374
Ending balance, value			2,185,929			2,185,929
Cash flows from operating activities:
Depreciation						763
Stock compensation expense						0
Change in assets and liabilities:
Accounts receivable						0
Deferred offering costs						(223,579)
Other current assets						22,500
Accounts payable and accrued expenses						(21,929)
Net cash used in operating activities						(1,246,440)
Cash flows from investing activities
Purchases of property and equipment						0
Net cash used in investing activities						0
Cash flows from financing activities:
Deferred offering costs						0
Net cash provided by financing activities						0
Net increase (decrease) in cash						(1,246,440)
Cash, beginning of period				$ 3,099,422		3,099,422
Cash, end of period			$ 1,852,982			1,852,982
Supplemental disclosures of cash flow information:
Cash paid for interest						0
Cash paid for income tax						$ 0
Previously Reported [Member] \| Series B Preferred Stock [Member]
Other income:
Beginning balance, shares				140		140
Beginning balance, value				$ 1		$ 1
Conversion to preferred shares, shares						50
Conversion to preferred shares						$ 1
Ending balance, shares			190			190
Ending balance, value			$ 2			$ 2
Previously Reported [Member] \| Common Stock [Member]
Other income:
Beginning balance, shares				3,392,250		3,392,250
Beginning balance, value				$ 33,923		$ 33,923
Issuance of common shares, shares						75,005
Issuance of common shares						$ 750
Conversion to preferred shares, shares						(250,000)
Conversion to preferred shares						$ (2,500)
Ending balance, shares			3,217,255			3,217,255
Ending balance, value			$ 32,173			$ 32,173
Previously Reported [Member] \| Additional Paid-in Capital [Member]
Other income:
Beginning balance, value				4,714,041		4,714,041
Issuance of common shares						(750)
Conversion to preferred shares						2,499
Ending balance, value			4,716,540			4,716,540
Previously Reported [Member] \| Stocks To Be Issued [Member]
Other income:
Beginning balance, value				0		0
Ending balance, value			0			0
Previously Reported [Member] \| Retained Earnings [Member]
Other income:
Net loss						(1,024,195)
Beginning balance, value				(1,538,591)		(1,538,591)
Ending balance, value			(2,562,786)			(2,562,786)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue						0
Cost of goods sold						0
Gross profit						0
Operating expenses:
Research and development						0
General and administrative						589,007
Depreciation and amortization						0
Total operating expenses						589,007
Loss from operations						(589,007)
Other income:
Interest income						0
Total other income						0
Net loss before income tax						(589,007)
Income tax benefit (expense)						0
Net loss						$ (589,007)
Earnings per share						$ (0.17)
Earnings per share						$ (0.17)
Weighted average common shares outstanding						0
Weighted average common shares outstanding						0
Beginning balance, value				(10,993)		$ (10,993)
Issuance of common shares						600,000
Ending balance, value			0			0
Cash flows from operating activities:
Depreciation						0
Stock compensation expense						600,000
Change in assets and liabilities:
Accounts receivable						0
Deferred offering costs						223,579
Other current assets						0
Accounts payable and accrued expenses						(10,993)
Net cash used in operating activities						223,579
Cash flows from investing activities
Purchases of property and equipment						0
Net cash used in investing activities						0
Cash flows from financing activities:
Deferred offering costs						(223,579)
Net cash provided by financing activities						(223,579)
Net increase (decrease) in cash						0
Cash, beginning of period				$ 0		0
Cash, end of period			$ 0			0
Supplemental disclosures of cash flow information:
Cash paid for interest						0
Cash paid for income tax						$ 0
Revision of Prior Period, Adjustment [Member] \| Series B Preferred Stock [Member]
Other income:
Beginning balance, shares				0		0
Beginning balance, value				$ 0		$ 0
Ending balance, shares			0			0
Ending balance, value			$ 0			$ 0
Revision of Prior Period, Adjustment [Member] \| Common Stock [Member]
Other income:
Beginning balance, shares				0		0
Beginning balance, value				$ 0		$ 0
Ending balance, shares			0			0
Ending balance, value			$ 0			$ 0
Revision of Prior Period, Adjustment [Member] \| Additional Paid-in Capital [Member]
Other income:
Beginning balance, value				0		0
Issuance of common shares						600,000
Ending balance, value			600,000			600,000
Revision of Prior Period, Adjustment [Member] \| Stocks To Be Issued [Member]
Other income:
Beginning balance, value				0		0
Ending balance, value			0			0
Revision of Prior Period, Adjustment [Member] \| Retained Earnings [Member]
Other income:
Net loss						(589,007)
Beginning balance, value				(10,993)		(10,993)
Ending balance, value			(600,000)			(600,000)
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revenue						0
Cost of goods sold						0
Gross profit						0
Operating expenses:
Research and development						0
General and administrative						1,612,440
Depreciation and amortization						762
Total operating expenses						1,613,202
Loss from operations						(1,613,202)
Other income:
Interest income						0
Total other income						0
Net loss before income tax						(1,613,202)
Income tax benefit (expense)						0
Net loss						$ (1,613,202)
Earnings per share						$ (0.47)
Earnings per share						$ (0.47)
Weighted average common shares outstanding						3,398,470
Weighted average common shares outstanding						3,398,470
Beginning balance, value				3,198,381		$ 3,198,381
Issuance of common shares						600,000
Ending balance, value			2,185,179			2,185,179
Cash flows from operating activities:
Depreciation						763
Stock compensation expense						600,000
Change in assets and liabilities:
Accounts receivable						0
Deferred offering costs						0
Other current assets						22,500
Accounts payable and accrued expenses						(32,922)
Net cash used in operating activities						(1,022,861)
Cash flows from investing activities
Purchases of property and equipment						0
Net cash used in investing activities						0
Cash flows from financing activities:
Deferred offering costs						(223,579)
Net cash provided by financing activities						(223,579)
Net increase (decrease) in cash						(1,246,440)
Cash, beginning of period				$ 3,099,422		3,099,422
Cash, end of period			$ 1,852,982			1,852,982
Supplemental disclosures of cash flow information:
Cash paid for interest						0
Cash paid for income tax						$ 0
As Restated [Member] \| Series B Preferred Stock [Member]
Other income:
Beginning balance, shares				140		140
Beginning balance, value				$ 1		$ 1
Conversion to preferred shares, shares						50
Conversion to preferred shares						$ 1
Ending balance, shares			190			190
Ending balance, value			$ 2			$ 2
As Restated [Member] \| Common Stock [Member]
Other income:
Beginning balance, shares				3,392,250		3,392,250
Beginning balance, value				$ 33,923		$ 33,923
Issuance of common shares, shares						75,005
Issuance of common shares						$ 750
Conversion to preferred shares, shares						(250,000)
Conversion to preferred shares						$ (2,500)
Ending balance, shares			3,217,255			3,217,255
Ending balance, value			$ 32,173			$ 32,173
As Restated [Member] \| Additional Paid-in Capital [Member]
Other income:
Beginning balance, value				4,714,041		4,714,041
Issuance of common shares						599,250
Conversion to preferred shares						2,499
Ending balance, value			5,315,790			5,315,790
As Restated [Member] \| Stocks To Be Issued [Member]
Other income:
Beginning balance, value				0		0
Ending balance, value			0			0
As Restated [Member] \| Retained Earnings [Member]
Other income:
Net loss						(1,613,202)
Beginning balance, value				$ (1,549,584)		(1,549,584)
Ending balance, value			$ (3,162,786)			$ (3,162,786)