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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to _________________

 

Commission file number: 000-52942

 

BLUE LINE PROTECTION GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   20-5543728

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

     

5765 Logan St.

Denver, CO

 

 

80216

(Address of principal executive offices)   (Zip Code)

 

(800) 844-5576

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

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

 

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

 

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

 

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

 

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

 

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

 

As of August 14, 2023, the registrant had 8,250,144 outstanding shares of common stock.

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

2

 

 

TABLE OF CONTENTS

 

    Page No.
  PART I. FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS.  
     
  Consolidated Balance Sheets – As of June 30, 2023 (unaudited) and December 31, 2022 F-1
  Consolidated Statements of Operations – Six months ended June 30, 2023 and 2022(unaudited) F-2
  Consolidated Statements of Cash Flows – Six months ended June 30, 2023 and 2022 (unaudited) F-3
  Consolidated Statements of Stockholders’ Deficit – Six months ended June 30, 2023 and 2022 (unaudited) F-4
  Notes to Financial Statements (Unaudited) F-5
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 4
     
ITEM 4. CONTROLS AND PROCEDURES. 6
     
  PART II. OTHER INFORMATION  
     
ITEM 6. EXHIBITS. 7

 

3

 

 

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED BALANCE SHEETS

 

   June 30,   December 31, 
   2023   2022 
    (unaudited)    (audited) 
Assets          
Current assets:          
Cash and equivalents  $413,080   $280,073 
Accounts receivable   386,066    373,175 
Prepaid expenses and deposits   33,601    31,553 
Total current assets   832,747    684,801 
           
Long-term assets:          
Right to use assets   654,966    408,616 
Machinery and equipment net of accumulated depreciation of $756,137 and $687,725, respectively   185,815    254,227 
Fixed assets of discontinued operations   2,782    2,782 
Total long term assets   843,563    665,625 
           
Security Deposit   31,920    31,920 
           
Total assets   1,708,230    1,382,346 
           
Liabilities and Stockholders’ Deficit          
Current liabilities:          
           
Accounts payable and accrued liabilities  $564,012   $555,445 
Financed lease liabilities   22,549    31,719 
Notes payable - related parties   152,771    152,771 
Convertible notes payable - related parties, net of unamortized discount   561,730    604,256 
Current portion of operating lease obligation   91,175    112,250 
Derivative liabilities   452,744    451,119 
Total current liabilities   1,844,981    1,907,560 
           
Long-term liabilities:          
Financed lease liabilities - long term   25,903    37,568 
Notes payable - related parties   888,657    1,000,500 
Operating lease liability-long term   592,827    328,116 
Total long-term liabilities   1,507,387    1,366,184 
           
Total liabilities   3,352,368    3,273,744 
           
Stockholders’ deficit:          
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   20,000    20,000 
Common Stock, $0.001 par value, 14,000,000 shares authorized, 8,250,144 and 8,250,144 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   8,251    8,251 
Common Stock, owed but not issued, 129 shares and 129 shares as of June 30, 2023 and December 31, 2022, respectively   13    13 
Additional paid-in capital   10,168,006    10,046,096 
Accumulated deficit   (11,840,408)   (11,965,758)
Total stockholders’ deficit   (1,644,138)   (1,891,398)
           
Total liabilities and stockholders’ deficit  $1,708,230   $1,382,346 

 

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

 

F-1

 

 

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   2023   2022   2023   2022 
   For the three months ended   For the six months ended 
   June 30,   June 30, 
   2023   2022   2023   2022 
                 
Revenue  $1,104,501    984,811   $2,113,567   $1,985,067 
Cost of revenue   (367,652)   (310,592)   (728,579)   (593,697)
Gross profit   736,849    674,219    1,384,988    1,391,370 
                     
Operating expenses:                    
General and administrative expenses   559,853    542,075    1,111,985    1,055,616 
Total expenses   559,853    542,075    1,111,985    1,055,616 
                     
Operating Income   176,996    132,144    273,003    335,754 
                     
Other income (expenses):                    
Interest expense   (55,437)   (74,970)   (98,934)   (140,738)
Income / (Loss) on derivative   9,356    128,777    (48,719)   (159,276)
Total other income / (expenses)   (46,081)   53,807    (147,653)   (300,014)
                     
Net income  $130,915   $185,951   $125,350   $35,740 
                     
Net income per common share: Basic   $0.02   $0.02   $0.01   $0.00 
Net income per common share: Diluted  $0.02   $0.02   $0.01   $0.00 
                     
Weighted average number of                    
common shares outstanding- Basic   8,250,144    8,485,144    8,398,062    8,485,144 
common shares outstanding- Diluted   13,040,506    16,525,144    13,188,424    16,525,144 

 

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

 

F-2

 

 

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

   2023   2022 
   For the six months ended 
   June 30, 
   2023   2022 
Operating activities          
Net income  $125,350   $35,740 
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   68,412    57,267 
Amortization of right to use asset   66,082    58,685 
Stock Option expense   74,816    - 
Change in fair value of derivative liabilities   48,719    159,276 
Changes in operating assets and liabilities:          
(Increase) in accounts receivable   (12,891)   30,534 
(Increase) / decrease in deposits and prepaid expenses   (2,048)   (1,830)
Increase (decrease) in accounts payable and accrued liabilities   8,567    63,201 
Increase (decrease) in lease obligations   (68,796)   (60,111)
Net cash provided by operating activities   308,211    342,762 
           
Cash flows from investing activities          
Purchase of fixed assets   -    (11,122)
Net cash used in investing activities   -    (11,122)
           
Financing activities          
Repayments on convertible notes payable - related party   (42,526)   (187,500)
Repayments on notes payable - related party   (111,843)   (204,240)
Payments on notes payable   (20,835)   (17,344)
Net cash used in financing activities   (175,204)   (409,084)
           
Net increase in cash   133,007    (77,444)
Cash - beginning   280,073    662,177 
Cash - ending  $413,080   $584,733 
           
Supplemental disclosures of cash flow information:          
Interest paid  $40,305   $24,230 
Income taxes paid  $-   $- 
           
Non-cash investing and financing activities:          
Capitalized leased fixed assets  $-   $68,872 
Derivative resolution  $47,094   $231,812 
Initial recognition of right to use asset and lease liability  $

312,432

   $- 

 

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

 

F-3

 

 

BLUE LINE PROTECTION GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

   Shares   Amount   Shares   Amount   Capital   Payable   Deficit   Deficit 
   Preferred Stock   Common Stock   Paid-in   Stock   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Payable   Deficit   Deficit 
                                 
Balance, March 31, 2022   20,000,000   $20,000    8,485,144   $8,486   $9,210,391    13   $(11,821,441)  $(2,582,551)
                                         
Derivative resolution   -    -    -    -    42,547    -    -    42,547 
                                         
Net income for the three months ended June 30, 2022   -    -    -    -    -    -    185,951    185,951 
Balance, June 30, 2022   20,000,000   $20,000    8,485,144   $8,486   $9,252,938    13   $(11,635,490)  $(2,354,053)
                                         
Balance, March 31, 2023   20,000,000   $20,000    8,250,144   $8,251   $10,105,681    13   $(11,971,323)  $(1,837,378)
                                         
Stock options expense   -    -    -    -    39,306    -    -    39,306 
                                         
Derivative resolution   -    -    -    -    23,019    -    -    23,019 
                                         
Net income for the three months ended June 30, 2023   -    -    -    -    -    -    130,915    130,915 
Balance, June 30, 2023   20,000,000   $20,000    8,250,144   $8,251   $10,168,006    13   $(11,840,408)  $(1,644,138)

 

                   Additional             
   Preferred Stock   Common Stock   Paid-in   Stock   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Payable   Deficit   Deficit 
                                 
Balance, December 31 , 2021   20,000,000   $20,000    8,485,144   $8,486   $9,021,126    13   $(11,671,230)  $(2,621,605)
                                         
Derivative resolution   -    -    -    -    231,812    -    -    231,812 
                                         
Net income for the six months ended June 30, 2022   -    -    -    -    -    -    35,740    35,740 
Balance, June 30, 2022   20,000,000   $20,000    8,485,144   $8,486   $9,252,938    13   $(11,635,490)  $(2,354,053)
                                         
Balance, December 31 , 2022   20,000,000   $20,000    8,250,144   $8,251   $10,046,096    13   $(11,965,758)  $(1,891,398)
                                         
Stock options expense   -    -    -    -    74,816    -    -    74,816 
                                         
Derivative resolution   -    -    -    -    47,094    -    -    47,094 
                                         
Net income for the six months ended June 30, 2023   -    -    -    -    -    -    125,350    125,350 
Balance, June 30, 2023   20,000,000   $20,000    8,250,144   $8,251   $10,168,006    13   $(11,840,408)  $(1,644,138)

 

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

 

F-4

 

 

Blue Line Protection Group, Inc.

Notes to Consolidated Financial Statements

 

Note 1 – History and organization of the company

 

The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.

 

On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (“Blue Line Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry.

 

On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (“BLPG”)

 

On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized capital of the Company concurrently increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

 

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse stock split.

 

The Company provides logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armed transportation service; including shipment protection, money escorts, asset vaulting, financial services, such as handling transportation and storage of currency; training; and compliance services.

 

Note 2 – Accounting policies and procedures

 

Principles of consolidation

 

For the periods ended June 30, 2023 and June 30, 2022 the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.”

 

Interim financial statements

 

The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

 

F-5

 

 

Results of operations for the interim periods are not indicative of annual results.

 

Basis of presentation

 

The consolidated financial statements present the balance sheets, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company has adopted December 31 as its fiscal year end.

 

Use of estimates

 

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

 

Cash and cash equivalents

 

The Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of June 30, 2023 the Company has cash in excess of FDIC insured limits of $163,080. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

 

Accounts receivable

 

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 

Allowance for uncollectible accounts

 

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2023 and December 31, 2022.

 

Property and equipment

 

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Schedule of Estimated Useful Lives of Property and Equipment

Automotive Vehicles   5 years
Furniture and Equipment   5 years
Buildings and Improvements   the lesser of the life of the lease or the estimated useful life of the lease

 

F-6

 

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as June 30, 2023 and December 31, 2022. Depreciation expense for the three and six months ended June 30, 2023 and, 2022 was $33,483, $68,412, $33,186, and $57,267 respectively.

 

Impairment of long-lived assets

 

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of June 30, 2023 and December 31, 2022, the Company determined that none of its long-lived assets were impaired.

 

Concentration of business and credit risk

 

The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.

 

The Company had one major customer which generated 9.7% of total revenue for the six months ended June 30, 2023 and one customer comprised 22.9% of the account receivable balance at June 30, 2023.

 

The Company had one major customer which generated 26% of total revenue for the six months ended June 30, 2022 and one customer comprised 33% of the account receivable balance at June 30, 2022.

 

Related party transactions

 

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

 

Fair value of financial instruments

 

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

 

F-7

 

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
   
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
   
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2023 and December 31, 2022:

 

June 30, 2023

 

Schedule of Fair Value of Liabilities Measured on Recurring Basis

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $452,744   $-   $-   $452,744 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $452,744   $-   $-   $452,744 

 

December 31, 2022

 

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $451,119   $-   $-   $451,119 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $451,119   $-   $-   $451,119 

 

The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8).

 

Revenue Recognition

 

The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps:

 

  Identify the contract with the customer;
     
  Identify the performance obligations in the contract;
     
   Determine the transaction price;
     
  Allocate the transaction price to the performance obligations in the contract; and

 

F-8

 

 

  Recognize revenue when, or as, the performance obligations are satisfied.

 

We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed.

 

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s Statements of Operations for the year ended December 31, 2018.

 

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed.

 

Schedule of Revenue by Major Customers by Reporting Segments

Revenue Breakdown by Streams  2023   2022 
Three months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $494,813   $399,083 
Service: Currency Processing  $593,058   $582,465 
Service: Compliance  $16,630   $3,263 
Total  $1,104,501   $984,811 

 

Revenue Breakdown by Streams  2023   2022 
Six months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $924,518   $789,079 
Service: Currency Processing  $1,169,308   $1,187,572 
Service: Compliance  $19,741   $8,416 
Total  $2,113,567   $1,985,067 

 

Advertising costs

 

The Company expenses all costs of advertising as incurred. Advertising expense for the three and six months ended June 30, 2023 and June 30, 2022 amounted to $685, $4,704, $0 and $374, respectively.

 

General and administrative expenses

 

The significant components of general and administrative expenses consist mainly of rent and compensation.

 

Share-Based Compensation

 

Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.

 

F-9

 

 

Cost of Revenue

 

The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit of the Company’s clients.

 

Basic and Diluted Earnings per share

 

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three and six months ended June 30, 2023 and 2022 all common stock equivalents of 4,970,362, 4,970,362,16, 255,144 and 16,525,144, respectively were included in the calculation of diluted income per share as their effect would be dilutive.

 

Dividends

 

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 

Income Taxes

 

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Recent Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company elected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to beginning retained earnings or the statement of operations.

 

F-10

 

 

The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

Note 3 – Going concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit and had a working capital deficit as of June 30, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

 

Note 4 – Commitments and contingencies

 

Contingencies

 

On November 6, 2015, Daniel Sullivan sent a wage claim demand to the Company. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. If litigation is commenced the Company will defend any claims by Mr. Sullivan.

 

Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence to the Company stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. The Company will defend any claims of Mile High Real Estate Group.

 

On April 14, 2016, the Company entered into an agreement with a third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement required the Company to pay the consultant an additional $75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of June 30, 2023 and December 31, 2022 there was a payable recorded of $34,346.

 

Finance leases

 

On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $64,354. The Company made a down payment of $30,000 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,129.76, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

On June 2, 2021, the Company recorded finance lease obligation for a leased a vehicle for $56,733. The Company made a down payment of $3,510 which included delivery fees, taxes and its first month payment and agreed to make 24 monthly payments of $2,765.19, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

F-11

 

 

On June 17, 2022, the Company recorded finance lease obligation for a leased vehicle for $69,255. The Company made a down payment of $2,882 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $2,338, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

Future minimum lease payments as June 30, 2023    
     
2023  $22,549 
2024   25,903 
Total minimum lease payments  $48,452 

 

Operating Leases

 

On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $1,400,000. The Company repaid the mortgage on the building in the amount of $677,681. After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional five-year periods. The lease requires rental payments of $10,000 per month which will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease.

 

On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental payments of $3,880 per month which will increase 2% annually. The Company paid a $4,369 deposit at the inception of the lease. The lease was renewed and extended for an additional five year period, with a starting rent of $6,379.20 per month which will increase 4% annually.

 

On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio. The lease is for an initial term of 63 months. The lease requires rental payments of $3,200 per month and will increase to $3,400 between months 28 through 63. The Company paid a $3,200 deposit at the inception of the lease. During the year ended December 31, 2020 the Company terminated the lease agreement. The Company paid a $35,760 cancellation fee included in rent expense and recorded a gain of $8,800 on the termination of the lease.

 

The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $1,082,241. The Company used 12% as incremental borrowing rate as is the average interest rate of the Company’s outstanding third party note. The lease agreement gives the Company the option to renew it for two additional 5 year terms but the Company did not consider it likely to exercise that option. Therefore, the Company did not include such amounts in its computations of the present value of remaining lease payment on the adoption date.

 

Supplemental balance sheet information related to leases is as follows:

 

Schedule of Operating Leases

June 30, 2023

 

Operating Leases  Classification  June 30, 2023 
Right-of-use assets  Operating right of use assets  $654,966 
Total     $654,966 
Current lease liabilities  Current operating lease liabilities  $91,175 
Non-current lease liabilities  Long-term operating lease liabilities  $592,827 
Total     $648,002 

 

Lease term and discount rate were as follows:

 

Summary of Operating Lease Liabilities

   June 30, 2023 
Weighted average remaining lease term (years)   48.50 
Weighted average discount rate   12%

 

F-12

 

 

The following summarizes lease expenses for the six months ended June 30, 2023:

 

Finance lease expenses:

 

Summary of Lease Expenses

      
Depreciation/amortization expense  $66,082 
Interest on lease liabilities   36,105 
Finance lease expense  $102,187 

 

Supplemental disclosures of cash flow information related to leases were as follows:

 

Schedule of Cash Flow Information Related to Lease

   June 30, 2023 
Cash paid for operating lease liabilities  $68,796 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 

 

Maturities of lease liabilities were as follows as of June 30, 2023:

 

Schedule of Maturities of Lease Liabilities

  

Operating

Leases

 
     
2023  $107,631 
2024  $218,833 
2025  $224,230 
2026  $193,112 
2027  $88,179 
2028  $39,197 
Total  $871,182 
Less: Imputed interest  $(223,160)
Present value of lease liabilities  $648,002 

 

December 31, 2022

 

Operating Leases  Classification  December 31, 2022 
Right-of-use assets  Operating right of use assets  $408,616 
Total     $408,616 
Current lease liabilities  Current operating lease liabilities  $112,250 
Non-current lease liabilities  Long-term operating lease liabilities  $328,116 
Total     $440,366 

 

Lease term and discount rate were as follows:

 

   December 31, 2022 
Weighted average remaining lease term (years)   2.50 
Weighted average discount rate   12%

 

The following summarizes lease expenses for the year ended December 31, 2022:

 

Finance lease expenses:

 

      
Depreciation/amortization expense  $121,095 
Interest on lease liabilities   6,673 
Finance lease expense  $127,768 

 

F-13

 

 

Supplemental disclosures of cash flow information related to leases were as follows:

 

   December 31, 2022 
Cash paid for operating lease liabilities  $125,266 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 

 

Note 5 – Notes payable

 

Convertible notes payable to non-related parties

 

On October 18, 2017, the Company borrowed $150,000 from an unrelated third party. The Company paid $15,250 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan bears interest at a rate of 10% (default interest 24%) and has a maturity date of July 16, 2018. The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $150,000 to extend the maturity date until May 11, 2019. During the year ended December 31, 2019, the Company paid $75,000 in extension fees. The note was discounted for a derivative (see note 8 for details) and the discount of $134,750 is being amortized over the life of the note using the effective interest method which was fully amortized as of December 31, 2018. During the year ended December 31, 2019 the holder converted $39,478 of accrued interest into 2,178,825 shares of common stock resulting in a loss of $61,624. As of December 31, 2021 and December 31, 2020 the balance outstanding on the loan is $0 and $150,000, respectively. On May 28, 2021 the Company entered into a settlement and release agreement with the Lender and agreed to pay the Lender a settlement of $400,000. The first payment of $200,000 was due upon signing and the Company agreed to make additional $100,000 payments on the 30th and 60th day after signing. The additional $250,000 settlement was recorded as interest during the year ended December 31, 2021. As of June 30, 2023 and December 31, 2022 accrued interest and the note balance had been repaid.

 

On March 21, 2018, the Company borrowed $45,000 from an unrelated third party. The Company paid $4,500 of fees associated with the loan and had amortized $3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12% (default interest lesser of 15% or maximum permitted by law) and matures on March 21, 2019. The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount of $40,500 has been fully amortized over the life of the note using the effective interest method. As of June 30, 2023 and December 31, 2022 the amount had been fully amortized. As of June 30, 2023 and December 31, 2022 accrued interest and the note balance had been repaid.

 

Note 6 – Notes payable – related parties

 

Long-term liabilities: Notes payable - related parties

 

As of December 31, 2021 the Company owed MKM Capital Advisors and two related entities $128,600 plus accrued interest of $70,088. The amount owed to the MKM entities was represented by three Promissory Notes dated between February 6, 2015 and July 7, 2016. In March 2022 the MKM entities agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $128,600 and (ii) forgive the accrued interest of $70,088. The new Promissory Note is due and payable on December 27, 2026 and bears an interest (from December 27, 2021 to the date of payment) of 5% per year. During the six months ended June 30, 2023, the Company repaid $10,947 of principal. Accrued interest as of June 30, 2023 and December 31, 2022, amounted to $0. As of June 30, 2023 the balance owed on the loan is $86,979.

 

F-14

 

 

As of December 31, 2021 the Company owed CGDK, LLC $1,185,217, plus accrued interest of $452,246. The amount owed to CGDK was represented by seven Promissory Notes dated between July 9, 2015 and August 6, 2018. In March 2022, CGDK agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $1,185,217 and (ii) forgive the accrued interest of $452,246. The new Promissory Note is due and payable on December 31, 2026 and bears interest (from January 1, 2022 to the date of payment) at 5% per year. During the year ended December 31, 2022, the loan was assumed by Doyle Knudson a related party. During the six months ended June 30, 2023 the Company repaid $100,896 of principal and accrued interest. As of June 30, 2023 and December 31, 2022, the balance on the loan is $801,678 and $902,574, respectively.

 

Current liabilities: Notes payable – related parties

 

On July 31, 2014, the Company borrowed $98,150 from an entity controlled by a former officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of June 30, 2023 and December 31, 2022, the principal balance owed on this loan is $98,150 and $98,150, respectively.

 

As of December 31, 2014, a related party loaned the Company $180,121, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500 towards this note during 2015 and as of June 30, 2023 and December 31, 2022 the principal balance owed on this loan was $54,621 and $54,621, respectively.

 

Current Liabilities: Convertible notes payable to related parties

 

As of December 31, 2021 the Company owed Hypur Inc. $688,500 plus accrued interest. The amounts owed to Hypur were represented by eight Promissory Notes dated between September 20, 2016 and September 3, 2019. By an agreement effective January 31, 2022 the Company and Hypur agreed to the following:

 

  On March 3, 2022 the Company paid Hypur $137,500, which was applied to principal of the notes.
     
  On or before each date shown below, the Company paid Hypur $12,500, which applied to principal of the notes.

 

Schedule of Related Debt Maturity

Date  Amount 
     
March 31, 2022  $12,500 
      
April 30, 2022  $12,500 
      
May 31, 2022  $12,500 
      
June 30, 2022  $12,500 

 

  On or before July 31, 2022 the Company agreed to pay Hypur $137,500, which will apply to principal of the notes.
     
  All principal amounts owed to Hypur under the Promissory Notes will bear interest at 7.5% per year between January 31, 2022 and July 31, 2022 as long as the Company is not in default under the terms of its agreement with Hypur.
     
  If by July 31, 2022 all payments required by the Company’s agreement with Hypur have been made in a timely fashion, Hypur will forgive $250,000 of accrued interest owed by the Company under the Promissory Notes.
     
  After July 31, 2022 future payment plans will be negotiated, provided however that any principal amounts owed to Hypur under the Promissory Notes after July 31, 2022 will not bear interest in excess of 7.5% per year with a default rate of 12% per year.
     
  Hypur will waive any default rights between January 31, 2022 and August 31, 2022 on a month-to-month basis so long as all payments required by the Company’s agreement with Hypur have been made.

 

F-15

 

 

During the six months ended June 30, 2023 the Company repaid a total of $42,526. The amount due as of June 30, 2023 and December 31, 2022 is $286,730 and $329,256, respectively. Hypur forgave $250,000 of accrued interest owed by the Company under the Promissory Notes, which was recognized as additional paid in capital.

 

On September 1, 2016, the Company entered into, a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party, pursuant to which the Company borrowed $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2023, and December 31, 2022 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice.

 

On October 14, 2016, the Company entered into a convertible promissory note with Hypur Ventures, pursuant to which the Company borrowed $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2023 and December 31, 2022 was $100,000 and $100,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice.

 

On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan June 30, 2023 and December 31, 2022 was $100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023, and December 31, 2022, Hyper has waived the default provision until further notice.

 

The Company re-measured the fair value of derivative liabilities on June 30, 2023 and December 31, 2022. See Note 7.

 

Note 7 – Derivative Liability

 

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that an instrument should be classified as a liability when a conversion option becomes effective.

 

The derivative liability in connection with the conversion feature of the convertible debt is measured using level 3 inputs.

 

The change in the fair value of derivative liabilities is as follows:

 

Schedule of Derivative Liabilities at Fair Value

Balance – December 31, 2021  $712,784 
Settlement of derivatives upon conversion  $(442,389)
Change in fair value of the derivative  $180,724 
Balance – December 31, 2022  $451,119 
Settlement of derivatives upon conversion  $(47,094)
Gain on change in fair value of the derivative  $48,719 
Balance – June 30, 2023  $452,744 

 

F-16

 

 

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

 

Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

    

Six Months ended June 30, 2023

    

Year ended

December 31, 2022

 
Expected term   0.251.01 years    0.251.09 years 
Expected average volatility   209.45% – 362%   229,.64% – 260.80%
Expected dividend yield   -    - 
Risk-free interest rate   5.24 % – 5.47%   4.12 % – 4.76%

 

Note 8 – Stockholders’ deficit

 

The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.

 

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse stock split. The Company issued a total of 1,570 shares of common stock due to rounding on the reverse stock split.

 

Common stock

 

During the year ended December 31, 2022, 260,000 shares of common stock were returned to the treasury.

 

During October 2022 the Company issued a total of 25,000 shares of common stock valued at $4,750 ($0.19 per share) to an employee, the fair market value on the date of issuance.

 

Preferred stock

 

On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

 

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0.

 

The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $0.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.

 

F-17

 

 

The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants.

 

Note 9 – Options and warrants

 

Options

 

All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

 

The following is a summary of the Company’s stock option activity for the six months ended June 30, 2023:

 

Summary of Stock Option Activity

   Number Of
Options
  

Weighted-Average

Exercise Price

 
         
Outstanding at December 31, 2022   3,022,000   $- 
Granted   350,000   $0.21 
Expired   -   $- 
Cancelled   (40,000)  $0.21 
Outstanding at June 30, 2023   3,332,000   $0.21 
Options exercisable at June 30, 2023   1,716,000   $0.21 

 

The following tables summarize information about stock options outstanding and exercisable at June 30, 2023:

 

Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

OPTIONS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2023 
Range of
Exercise Prices
   Number of
Options
Outstanding
   Weighted-
Average
Remaining
Contractual
Life in Years
   Weighted-
Average
Exercise Price
   Number
Exercisable
   Weighted-
Average
Exercise Price
 
$0.21    3,332,000    4.   $0.21    1,716,000   $0.21 

 

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for three and six months ended June 30, 2023 was $39,306 and $74,316, respectively.

 

Note 10 – Subsequent events

 

None.

 

 

F-18

 

 

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

 

You should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated financial statements and related notes appearing elsewhere in this Report.

 

We were originally incorporated in Nevada on September 11, 2006, under the name The Engraving Masters, Inc. (the “Company”).

 

On May 2, 2014, we changed our name to Blue Line Protection Group, Inc.

 

We provide transportation, currency processing, and compliance for businesses engaged in the legal cannabis industry. During the three and six months ended June 30, 2023 substantially all our revenue was derived from transportation, currency processing, and compliance services.

 

It is estimated that the total market for marijuana, legal or otherwise, will exceed the economic value of corn and wheat combined. Marijuana is widely considered the largest cash crop in the United States. Businesses have been positioning themselves for years, each trying to establish a leadership position in the legal marijuana industry.

 

Cultivation facilities are the producers of legal cannabis that eventually make its way to consumers. Growers’ operations typically span a large geographic footprint, making them susceptible to theft, as are shipments from the growers to testing laboratories or to retail dispensaries. Additionally, due to current federal marijuana legislation and banking environment, growers are finding it increasingly difficult to secure their cash, purchase equipment and obtain financing for expansion.

 

Dispensaries are the retail face of the legal cannabis industry. All legal sales of cannabis products are transacted through dispensaries that are state-licensed. To maintain their licenses, dispensaries must comply with a variety of state-mandated reporting requirements, including reporting every gram of cannabis passing in and out of the store. Dispensaries also face financing and banking challenges similar to those that growers encounter.

 

We do not grow, test, transport or sell marijuana.

 

Armed Protection and Transportation

 

Fundamental to the legal cannabis industry is the protection of product and cash throughout the distribution channel. Growers ship product from their cultivation facilities to independent laboratories where it is tested for compliance with state-mandated parameters. From the labs, the product is then delivered to the retail dispensaries, where it is sold to the public.

 

Due to the current banking and regulatory environments, payments between each step in the distribution network are made in cash: from the customer back to the grower. Therefore, these businesses are forced into having to transport bags of money between growers and dispensaries and their own vaults or storage facilities.

 

The risk of theft of cash and product is present at every stage, even when they are not in transit. Accordingly, all cannabis businesses require security measures to prevent theft, mitigate risk to employees and maintain regulatory compliance.

 

We began our security and protection operations in Colorado in February 2014. Since then, we have become the largest legal cannabis protection services company in the state. We offer a fully integrated approach to managing the movement of cannabis and cash from growers through dispensaries via armed and armored transport, money processing, vaulting and related credit. Money processing services generally include counting, sorting and wrapping currency.

 

We also offer security monitoring, asset vaulting, and VIP and dignitary protection.

 

4

 

 

Results of Operations

 

Material changes in line items in our Statement of Operations for the six months ended June 30, 2023 as compared to the same period last year, are discussed below:

 

    Increase (I) or    
Item   Decrease (D)   Reason
Revenue    (I)   Increase in services
Cost of revenue    (I)   Increase in distance traveled
Interest expense    (D)   Decrease in borrowings
Income on change in fair value of derivative securities    (D)   Reduction in debt and lower stock prices

 

Capital Resources and Liquidity

 

Our material sources and <uses> of cash during the six months ended June 30, 2023 and 2022 were:

 

   2023   2022 
         
Cash provided by operations  $308,211   $342,762 
Purchase of fixed assets   

-

    <11,122> 
Loan payments   

<175,204>

    <409,084> 

 

As of June 30, 2023 we did not have any material capital commitments other than loan payments.

 

During the next twelve months, we anticipate that we will incur approximately $1,200,000 of general and administrative expenses in order to execute our current business plan. We also plan to incur significant sales, marketing, research and development expenses during the next 12 months. We must obtain additional financing to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

 

Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending June 30, 2024.

 

Other than as disclosed above, we do not know of any:

 

  trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way; or
     
  any significant changes in our expected sources and uses of cash.

 

We do not have any commitments or arrangements from any person to provide us with any equity capital.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements.

 

Critical Accounting Policies

 

Management considers the following policies critical because they are both important to the portrayal of our financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters.

 

Accounts receivable. Accounts receivable are stated at the amount we expect to collect from outstanding balances and do not bear interest. We provide for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates our accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 

5

 

 

Revenue recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASC 606-10-50-5 requires that entities disclose disaggregated revenue information in categories (such as type of good or service, geography, market, type of contract, etc.) that depict how the nature, amount, timing, and uncertainty of revenue and cash flow are affected by economic factors. ASC 606-10-55-89 explains that the extent to which an entity’s revenue is disaggregated depends on the facts and circumstances that pertain to the entity’s contracts with customers and that some entities may need to use more than one type of category to meet the objective for disaggregating revenue. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date. There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance. The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017. This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method.

 

We adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on our Statements of Operations for the three months ended March 31, 2023.

 

Stock-based compensation. We record stock based compensation in accordance with the guidance in ASC Topic 505 and 718, which requires us to recognize expenses related to the fair value of our employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. We recognize the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 

Equity Instruments. We account for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with FASB ASC 718-10.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Financial Officer and Principal Executive Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of June 30, 2023 our disclosure controls and procedures were not effective due to the material weaknesses identified during the audit of our financial statements for the year ended December 31, 2022.

 

Change in Internal Control over Financial Reporting

 

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

6

 

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description of Exhibit
     
31.1   Rule 13a-14(a) Certifications
31.2   Rule 13a-14(a) Certifications
32   Section 1350 Certifications
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

7

 

 

SIGNATURES

 

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

 

  BLUE LINE PROTECTION GROUP, INC.
     
August 14, 2023 By: /s/ Daniel Allen
    Daniel Allen, Principal Executive, Financial and
    Accounting Officer

 

8

 

 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Daniel Allen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Blue Line Protection Group, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

August 14, 2023 By: /s/ Daniel Allen
    Daniel Allen, Principal Executive Officer

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, Daniel Allen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Blue Line Protection Group, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

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

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

August 14, 2023 By: /s/ Daniel Allen
    Daniel Allen, Principal Financial Officer

 

 

 

 

EXHIBIT 32

 

In connection with the Quarterly Report of Blue Line Protection Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), Daniel Allen, the Company’s Chief Executive and Financial Officer, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

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

 

August 14, 2023 By: /s/ Daniel Allen
    Daniel Allen, Principal Executive and Financial
    Officer

 

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-52942  
Entity Registrant Name BLUE LINE PROTECTION GROUP, INC.  
Entity Central Index Key 0001416697  
Entity Tax Identification Number 20-5543728  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 5765 Logan St.  
Entity Address, City or Town Denver  
Entity Address, State or Province CO  
Entity Address, Postal Zip Code 80216  
City Area Code (800)  
Local Phone Number 844-5576  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   8,250,144
v3.23.2
Consolidated Balance sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and equivalents $ 413,080 $ 280,073
Accounts receivable 386,066 373,175
Prepaid expenses and deposits 33,601 31,553
Total current assets 832,747 684,801
Long-term assets:    
Right to use assets 654,966 408,616
Machinery and equipment net of accumulated depreciation of $756,137 and $687,725, respectively 185,815 254,227
Fixed assets of discontinued operations 2,782 2,782
Total long term assets 843,563 665,625
Security Deposit 31,920 31,920
Total assets 1,708,230 1,382,346
Current liabilities:    
Accounts payable and accrued liabilities 564,012 555,445
Financed lease liabilities 22,549 31,719
Convertible notes payable - related parties, net of unamortized discount 561,730 604,256
Current portion of operating lease obligation 91,175 112,250
Derivative liabilities 452,744 451,119
Total current liabilities 1,844,981 1,907,560
Long-term liabilities:    
Financed lease liabilities - long term 25,903 37,568
Operating lease liability-long term 592,827 328,116
Total long-term liabilities 1,507,387 1,366,184
Total liabilities 3,352,368 3,273,744
Stockholders’ deficit:    
Preferred Stock, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 20,000 20,000
Common Stock, $0.001 par value, 14,000,000 shares authorized, 8,250,144 and 8,250,144 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 8,251 8,251
Common Stock, owed but not issued, 129 shares and 129 shares as of June 30, 2023 and December 31, 2022, respectively 13 13
Additional paid-in capital 10,168,006 10,046,096
Accumulated deficit (11,840,408) (11,965,758)
Total stockholders’ deficit (1,644,138) (1,891,398)
Total liabilities and stockholders’ deficit 1,708,230 1,382,346
Related Party [Member]    
Current liabilities:    
Notes payable - related parties 152,771 152,771
Long-term liabilities:    
Notes payable - related parties $ 888,657 $ 1,000,500
v3.23.2
Consolidated Balance sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 20,000,000 20,000,000
Preferred stock, shares outstanding 20,000,000 20,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 14,000,000 14,000,000
Common stock, shares issued 8,250,144 8,250,144
Common stock, shares outstanding 8,250,144 8,250,144
Common owed but not issued 129 129
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Accumulated depreciation, property, plant, and equipment $ 756,137 $ 687,725
v3.23.2
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Revenue $ 1,104,501 $ 984,811 $ 2,113,567 $ 1,985,067
Cost of revenue (367,652) (310,592) (728,579) (593,697)
Gross profit 736,849 674,219 1,384,988 1,391,370
Operating expenses:        
General and administrative expenses 559,853 542,075 1,111,985 1,055,616
Total expenses 559,853 542,075 1,111,985 1,055,616
Operating Income 176,996 132,144 273,003 335,754
Other income (expenses):        
Interest expense (55,437) (74,970) (98,934) (140,738)
Income / (Loss) on derivative 9,356 128,777 (48,719) (159,276)
Total other income / (expenses) (46,081) 53,807 (147,653) (300,014)
Net income $ 130,915 $ 185,951 $ 125,350 $ 35,740
Net income per common share: Basic $ 0.02 $ 0.02 $ 0.01 $ 0.00
Net income per common share: Diluted $ 0.02 $ 0.02 $ 0.01 $ 0.00
common shares outstanding- Basic 8,250,144 8,485,144 8,398,062 8,485,144
common shares outstanding- Diluted 13,040,506 16,525,144 13,188,424 16,525,144
v3.23.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating activities    
Net income $ 125,350 $ 35,740
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 68,412 57,267
Amortization of right to use asset 66,082 58,685
Stock Option expense 74,816
Change in fair value of derivative liabilities 48,719 159,276
Changes in operating assets and liabilities:    
(Increase) in accounts receivable (12,891) 30,534
(Increase) / decrease in deposits and prepaid expenses (2,048) (1,830)
Increase (decrease) in accounts payable and accrued liabilities 8,567 63,201
Increase (decrease) in lease obligations (68,796) (60,111)
Net cash provided by operating activities 308,211 342,762
Purchase of fixed assets (11,122)
Net cash used in investing activities (11,122)
Financing activities    
Repayments on convertible notes payable - related party (42,526) (187,500)
Repayments on notes payable - related party (111,843) (204,240)
Payments on notes payable (20,835) (17,344)
Net cash used in financing activities (175,204) (409,084)
Net increase in cash 133,007 (77,444)
Cash - beginning 280,073 662,177
Cash - ending 413,080 584,733
Supplemental disclosures of cash flow information:    
Interest paid 40,305 24,230
Income taxes paid
Non-cash investing and financing activities:    
Capitalized leased fixed assets 68,872
Derivative resolution 47,094 231,812
Initial recognition of right to use asset and lease liability $ 312,432
v3.23.2
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Stock Payable [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 20,000 $ 8,486 $ 9,021,126 $ 13 $ (11,671,230) $ (2,621,605)
Balance, shares at Dec. 31, 2021 20,000,000 8,485,144        
Derivative resolution 231,812 231,812
Net income 35,740 35,740
Ending balance, value at Jun. 30, 2022 $ 20,000 $ 8,486 9,252,938 13 (11,635,490) (2,354,053)
Balance, shares at Jun. 30, 2022 20,000,000 8,485,144        
Beginning balance, value at Mar. 31, 2022 $ 20,000 $ 8,486 9,210,391 13 (11,821,441) (2,582,551)
Balance, shares at Mar. 31, 2022 20,000,000 8,485,144        
Derivative resolution 42,547 42,547
Net income 185,951 185,951
Ending balance, value at Jun. 30, 2022 $ 20,000 $ 8,486 9,252,938 13 (11,635,490) (2,354,053)
Balance, shares at Jun. 30, 2022 20,000,000 8,485,144        
Beginning balance, value at Dec. 31, 2022 $ 20,000 $ 8,251 10,046,096 13 (11,965,758) (1,891,398)
Balance, shares at Dec. 31, 2022 20,000,000 8,250,144        
Derivative resolution 47,094 47,094
Net income 125,350 125,350
Stock options expense 74,816 74,816
Ending balance, value at Jun. 30, 2023 $ 20,000 $ 8,251 10,168,006 13 (11,840,408) (1,644,138)
Balance, shares at Jun. 30, 2023 20,000,000 8,250,144        
Beginning balance, value at Mar. 31, 2023 $ 20,000 $ 8,251 10,105,681 13 (11,971,323) (1,837,378)
Balance, shares at Mar. 31, 2023 20,000,000 8,250,144        
Derivative resolution 23,019 23,019
Net income 130,915 130,915
Stock options expense 39,306 39,306
Ending balance, value at Jun. 30, 2023 $ 20,000 $ 8,251 $ 10,168,006 $ 13 $ (11,840,408) $ (1,644,138)
Balance, shares at Jun. 30, 2023 20,000,000 8,250,144        
v3.23.2
History and organization of the company
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
History and organization of the company

Note 1 – History and organization of the company

 

The Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters, Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each with a par value of $0.001 per share.

 

On March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 (“Blue Line Colorado”), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services to the lawful cannabis industry.

 

On May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. (“BLPG”)

 

On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized capital of the Company concurrently increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

 

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse stock split.

 

The Company provides logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic services, such as armed transportation service; including shipment protection, money escorts, asset vaulting, financial services, such as handling transportation and storage of currency; training; and compliance services.

 

v3.23.2
Accounting policies and procedures
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Accounting policies and procedures

Note 2 – Accounting policies and procedures

 

Principles of consolidation

 

For the periods ended June 30, 2023 and June 30, 2022 the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.”

 

Interim financial statements

 

The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

 

 

Results of operations for the interim periods are not indicative of annual results.

 

Basis of presentation

 

The consolidated financial statements present the balance sheets, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company has adopted December 31 as its fiscal year end.

 

Use of estimates

 

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

 

Cash and cash equivalents

 

The Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of June 30, 2023 the Company has cash in excess of FDIC insured limits of $163,080. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

 

Accounts receivable

 

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 

Allowance for uncollectible accounts

 

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2023 and December 31, 2022.

 

Property and equipment

 

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Schedule of Estimated Useful Lives of Property and Equipment

Automotive Vehicles   5 years
Furniture and Equipment   5 years
Buildings and Improvements   the lesser of the life of the lease or the estimated useful life of the lease

 

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as June 30, 2023 and December 31, 2022. Depreciation expense for the three and six months ended June 30, 2023 and, 2022 was $33,483, $68,412, $33,186, and $57,267 respectively.

 

Impairment of long-lived assets

 

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of June 30, 2023 and December 31, 2022, the Company determined that none of its long-lived assets were impaired.

 

Concentration of business and credit risk

 

The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.

 

The Company had one major customer which generated 9.7% of total revenue for the six months ended June 30, 2023 and one customer comprised 22.9% of the account receivable balance at June 30, 2023.

 

The Company had one major customer which generated 26% of total revenue for the six months ended June 30, 2022 and one customer comprised 33% of the account receivable balance at June 30, 2022.

 

Related party transactions

 

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

 

Fair value of financial instruments

 

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

 

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
   
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
   
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2023 and December 31, 2022:

 

June 30, 2023

 

Schedule of Fair Value of Liabilities Measured on Recurring Basis

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $452,744   $-   $-   $452,744 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $452,744   $-   $-   $452,744 

 

December 31, 2022

 

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $451,119   $-   $-   $451,119 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $451,119   $-   $-   $451,119 

 

The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8).

 

Revenue Recognition

 

The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps:

 

  Identify the contract with the customer;
     
  Identify the performance obligations in the contract;
     
   Determine the transaction price;
     
  Allocate the transaction price to the performance obligations in the contract; and

 

 

  Recognize revenue when, or as, the performance obligations are satisfied.

 

We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed.

 

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s Statements of Operations for the year ended December 31, 2018.

 

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed.

 

Schedule of Revenue by Major Customers by Reporting Segments

Revenue Breakdown by Streams  2023   2022 
Three months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $494,813   $399,083 
Service: Currency Processing  $593,058   $582,465 
Service: Compliance  $16,630   $3,263 
Total  $1,104,501   $984,811 

 

Revenue Breakdown by Streams  2023   2022 
Six months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $924,518   $789,079 
Service: Currency Processing  $1,169,308   $1,187,572 
Service: Compliance  $19,741   $8,416 
Total  $2,113,567   $1,985,067 

 

Advertising costs

 

The Company expenses all costs of advertising as incurred. Advertising expense for the three and six months ended June 30, 2023 and June 30, 2022 amounted to $685, $4,704, $0 and $374, respectively.

 

General and administrative expenses

 

The significant components of general and administrative expenses consist mainly of rent and compensation.

 

Share-Based Compensation

 

Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.

 

 

Cost of Revenue

 

The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit of the Company’s clients.

 

Basic and Diluted Earnings per share

 

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three and six months ended June 30, 2023 and 2022 all common stock equivalents of 4,970,362, 4,970,362,16, 255,144 and 16,525,144, respectively were included in the calculation of diluted income per share as their effect would be dilutive.

 

Dividends

 

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 

Income Taxes

 

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Recent Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company elected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to beginning retained earnings or the statement of operations.

 

 

The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

v3.23.2
Going concern
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going concern

Note 3 – Going concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has an accumulated deficit and had a working capital deficit as of June 30, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

 

v3.23.2
Commitments and contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies

Note 4 – Commitments and contingencies

 

Contingencies

 

On November 6, 2015, Daniel Sullivan sent a wage claim demand to the Company. Mr. Sullivan purports to have had an Independent Contractor Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand claims unpaid compensation in the amount of $8,055 and unreimbursed expenses in the amount of $154,409. The Company denies the agreement was ever signed. If litigation is commenced the Company will defend any claims by Mr. Sullivan.

 

Mile High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence to the Company stating the Mr. Sullivan and/or Mile High Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building remodeling in the amount of $98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. The Company will defend any claims of Mile High Real Estate Group.

 

On April 14, 2016, the Company entered into an agreement with a third party to provide the Company with investor relations services. Upon signing the agreement, the Company paid the investor relations consultant $75,000 and agreed to issue the consultant 1,500,000 shares of its restricted common stock. The agreement required the Company to pay the consultant an additional $75,000 prior to June 14, 2016. The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of June 30, 2023 and December 31, 2022 there was a payable recorded of $34,346.

 

Finance leases

 

On March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $64,354. The Company made a down payment of $30,000 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $1,129.76, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

On June 2, 2021, the Company recorded finance lease obligation for a leased a vehicle for $56,733. The Company made a down payment of $3,510 which included delivery fees, taxes and its first month payment and agreed to make 24 monthly payments of $2,765.19, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

 

On June 17, 2022, the Company recorded finance lease obligation for a leased vehicle for $69,255. The Company made a down payment of $2,882 which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $2,338, including sales tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.

 

Future minimum lease payments as June 30, 2023    
     
2023  $22,549 
2024   25,903 
Total minimum lease payments  $48,452 

 

Operating Leases

 

On October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $1,400,000. The Company repaid the mortgage on the building in the amount of $677,681. After the sale, the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for two additional five-year periods. The lease requires rental payments of $10,000 per month which will increase 2% annually. The Company paid a $30,000 deposit at the inception of the lease.

 

On May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental payments of $3,880 per month which will increase 2% annually. The Company paid a $4,369 deposit at the inception of the lease. The lease was renewed and extended for an additional five year period, with a starting rent of $6,379.20 per month which will increase 4% annually.

 

On January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio. The lease is for an initial term of 63 months. The lease requires rental payments of $3,200 per month and will increase to $3,400 between months 28 through 63. The Company paid a $3,200 deposit at the inception of the lease. During the year ended December 31, 2020 the Company terminated the lease agreement. The Company paid a $35,760 cancellation fee included in rent expense and recorded a gain of $8,800 on the termination of the lease.

 

The Company adopted ASC 842 and recorded right of use asset and operating lease liability of $1,082,241. The Company used 12% as incremental borrowing rate as is the average interest rate of the Company’s outstanding third party note. The lease agreement gives the Company the option to renew it for two additional 5 year terms but the Company did not consider it likely to exercise that option. Therefore, the Company did not include such amounts in its computations of the present value of remaining lease payment on the adoption date.

 

Supplemental balance sheet information related to leases is as follows:

 

Schedule of Operating Leases

June 30, 2023

 

Operating Leases  Classification  June 30, 2023 
Right-of-use assets  Operating right of use assets  $654,966 
Total     $654,966 
Current lease liabilities  Current operating lease liabilities  $91,175 
Non-current lease liabilities  Long-term operating lease liabilities  $592,827 
Total     $648,002 

 

Lease term and discount rate were as follows:

 

Summary of Operating Lease Liabilities

   June 30, 2023 
Weighted average remaining lease term (years)   48.50 
Weighted average discount rate   12%

 

 

The following summarizes lease expenses for the six months ended June 30, 2023:

 

Finance lease expenses:

 

Summary of Lease Expenses

      
Depreciation/amortization expense  $66,082 
Interest on lease liabilities   36,105 
Finance lease expense  $102,187 

 

Supplemental disclosures of cash flow information related to leases were as follows:

 

Schedule of Cash Flow Information Related to Lease

   June 30, 2023 
Cash paid for operating lease liabilities  $68,796 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 

 

Maturities of lease liabilities were as follows as of June 30, 2023:

 

Schedule of Maturities of Lease Liabilities

  

Operating

Leases

 
     
2023  $107,631 
2024  $218,833 
2025  $224,230 
2026  $193,112 
2027  $88,179 
2028  $39,197 
Total  $871,182 
Less: Imputed interest  $(223,160)
Present value of lease liabilities  $648,002 

 

December 31, 2022

 

Operating Leases  Classification  December 31, 2022 
Right-of-use assets  Operating right of use assets  $408,616 
Total     $408,616 
Current lease liabilities  Current operating lease liabilities  $112,250 
Non-current lease liabilities  Long-term operating lease liabilities  $328,116 
Total     $440,366 

 

Lease term and discount rate were as follows:

 

   December 31, 2022 
Weighted average remaining lease term (years)   2.50 
Weighted average discount rate   12%

 

The following summarizes lease expenses for the year ended December 31, 2022:

 

Finance lease expenses:

 

      
Depreciation/amortization expense  $121,095 
Interest on lease liabilities   6,673 
Finance lease expense  $127,768 

 

 

Supplemental disclosures of cash flow information related to leases were as follows:

 

   December 31, 2022 
Cash paid for operating lease liabilities  $125,266 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 

 

v3.23.2
Notes payable
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Notes payable

Note 5 – Notes payable

 

Convertible notes payable to non-related parties

 

On October 18, 2017, the Company borrowed $150,000 from an unrelated third party. The Company paid $15,250 of fees associated with the loan, which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan bears interest at a rate of 10% (default interest 24%) and has a maturity date of July 16, 2018. The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $150,000 to extend the maturity date until May 11, 2019. During the year ended December 31, 2019, the Company paid $75,000 in extension fees. The note was discounted for a derivative (see note 8 for details) and the discount of $134,750 is being amortized over the life of the note using the effective interest method which was fully amortized as of December 31, 2018. During the year ended December 31, 2019 the holder converted $39,478 of accrued interest into 2,178,825 shares of common stock resulting in a loss of $61,624. As of December 31, 2021 and December 31, 2020 the balance outstanding on the loan is $0 and $150,000, respectively. On May 28, 2021 the Company entered into a settlement and release agreement with the Lender and agreed to pay the Lender a settlement of $400,000. The first payment of $200,000 was due upon signing and the Company agreed to make additional $100,000 payments on the 30th and 60th day after signing. The additional $250,000 settlement was recorded as interest during the year ended December 31, 2021. As of June 30, 2023 and December 31, 2022 accrued interest and the note balance had been repaid.

 

On March 21, 2018, the Company borrowed $45,000 from an unrelated third party. The Company paid $4,500 of fees associated with the loan and had amortized $3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12% (default interest lesser of 15% or maximum permitted by law) and matures on March 21, 2019. The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount of $40,500 has been fully amortized over the life of the note using the effective interest method. As of June 30, 2023 and December 31, 2022 the amount had been fully amortized. As of June 30, 2023 and December 31, 2022 accrued interest and the note balance had been repaid.

 

v3.23.2
Notes payable – related parties
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Notes payable – related parties

Note 6 – Notes payable – related parties

 

Long-term liabilities: Notes payable - related parties

 

As of December 31, 2021 the Company owed MKM Capital Advisors and two related entities $128,600 plus accrued interest of $70,088. The amount owed to the MKM entities was represented by three Promissory Notes dated between February 6, 2015 and July 7, 2016. In March 2022 the MKM entities agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $128,600 and (ii) forgive the accrued interest of $70,088. The new Promissory Note is due and payable on December 27, 2026 and bears an interest (from December 27, 2021 to the date of payment) of 5% per year. During the six months ended June 30, 2023, the Company repaid $10,947 of principal. Accrued interest as of June 30, 2023 and December 31, 2022, amounted to $0. As of June 30, 2023 the balance owed on the loan is $86,979.

 

 

As of December 31, 2021 the Company owed CGDK, LLC $1,185,217, plus accrued interest of $452,246. The amount owed to CGDK was represented by seven Promissory Notes dated between July 9, 2015 and August 6, 2018. In March 2022, CGDK agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $1,185,217 and (ii) forgive the accrued interest of $452,246. The new Promissory Note is due and payable on December 31, 2026 and bears interest (from January 1, 2022 to the date of payment) at 5% per year. During the year ended December 31, 2022, the loan was assumed by Doyle Knudson a related party. During the six months ended June 30, 2023 the Company repaid $100,896 of principal and accrued interest. As of June 30, 2023 and December 31, 2022, the balance on the loan is $801,678 and $902,574, respectively.

 

Current liabilities: Notes payable – related parties

 

On July 31, 2014, the Company borrowed $98,150 from an entity controlled by a former officer and shareholder of the Company. The loan is due and payable on demand and bears no interest. As of June 30, 2023 and December 31, 2022, the principal balance owed on this loan is $98,150 and $98,150, respectively.

 

As of December 31, 2014, a related party loaned the Company $180,121, in the form of cash and expenses paid on behalf of the Company. The loan is due and payable on demand and bears no interest. The Company repaid $125,500 towards this note during 2015 and as of June 30, 2023 and December 31, 2022 the principal balance owed on this loan was $54,621 and $54,621, respectively.

 

Current Liabilities: Convertible notes payable to related parties

 

As of December 31, 2021 the Company owed Hypur Inc. $688,500 plus accrued interest. The amounts owed to Hypur were represented by eight Promissory Notes dated between September 20, 2016 and September 3, 2019. By an agreement effective January 31, 2022 the Company and Hypur agreed to the following:

 

  On March 3, 2022 the Company paid Hypur $137,500, which was applied to principal of the notes.
     
  On or before each date shown below, the Company paid Hypur $12,500, which applied to principal of the notes.

 

Schedule of Related Debt Maturity

Date  Amount 
     
March 31, 2022  $12,500 
      
April 30, 2022  $12,500 
      
May 31, 2022  $12,500 
      
June 30, 2022  $12,500 

 

  On or before July 31, 2022 the Company agreed to pay Hypur $137,500, which will apply to principal of the notes.
     
  All principal amounts owed to Hypur under the Promissory Notes will bear interest at 7.5% per year between January 31, 2022 and July 31, 2022 as long as the Company is not in default under the terms of its agreement with Hypur.
     
  If by July 31, 2022 all payments required by the Company’s agreement with Hypur have been made in a timely fashion, Hypur will forgive $250,000 of accrued interest owed by the Company under the Promissory Notes.
     
  After July 31, 2022 future payment plans will be negotiated, provided however that any principal amounts owed to Hypur under the Promissory Notes after July 31, 2022 will not bear interest in excess of 7.5% per year with a default rate of 12% per year.
     
  Hypur will waive any default rights between January 31, 2022 and August 31, 2022 on a month-to-month basis so long as all payments required by the Company’s agreement with Hypur have been made.

 

 

During the six months ended June 30, 2023 the Company repaid a total of $42,526. The amount due as of June 30, 2023 and December 31, 2022 is $286,730 and $329,256, respectively. Hypur forgave $250,000 of accrued interest owed by the Company under the Promissory Notes, which was recognized as additional paid in capital.

 

On September 1, 2016, the Company entered into, a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party, pursuant to which the Company borrowed $75,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2023, and December 31, 2022 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice.

 

On October 14, 2016, the Company entered into a convertible promissory note with Hypur Ventures, pursuant to which the Company borrowed $100,000. The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2023 and December 31, 2022 was $100,000 and $100,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice.

 

On March 7, 2017, the Company borrowed $100,000 from Hypur Ventures. The loan is due 180 days from March 7, 2017 and bears interest at 10% per annum. The loan is convertible into shares of the Company’s common stock at a price of $.05 per share. The loan will automatically convert into shares of the Company’s common stock if the price of the Company’s common stock is over $.50 per share during any ten-day period. The principal balance owed on this loan June 30, 2023 and December 31, 2022 was $100,000 and $100,000 respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023, and December 31, 2022, Hyper has waived the default provision until further notice.

 

The Company re-measured the fair value of derivative liabilities on June 30, 2023 and December 31, 2022. See Note 7.

 

v3.23.2
Derivative Liability
6 Months Ended
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liability

Note 7 – Derivative Liability

 

The Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that an instrument should be classified as a liability when a conversion option becomes effective.

 

The derivative liability in connection with the conversion feature of the convertible debt is measured using level 3 inputs.

 

The change in the fair value of derivative liabilities is as follows:

 

Schedule of Derivative Liabilities at Fair Value

Balance – December 31, 2021  $712,784 
Settlement of derivatives upon conversion  $(442,389)
Change in fair value of the derivative  $180,724 
Balance – December 31, 2022  $451,119 
Settlement of derivatives upon conversion  $(47,094)
Gain on change in fair value of the derivative  $48,719 
Balance – June 30, 2023  $452,744 

 

 

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

 

Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

    

Six Months ended June 30, 2023

    

Year ended

December 31, 2022

 
Expected term   0.251.01 years    0.251.09 years 
Expected average volatility   209.45% – 362%   229,.64% – 260.80%
Expected dividend yield   -    - 
Risk-free interest rate   5.24 % – 5.47%   4.12 % – 4.76%

 

v3.23.2
Stockholders’ deficit
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders’ deficit

Note 8 – Stockholders’ deficit

 

The Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these notes thereto have been retroactively restated to reflect the forward stock split.

 

On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse stock split. The Company issued a total of 1,570 shares of common stock due to rounding on the reverse stock split.

 

Common stock

 

During the year ended December 31, 2022, 260,000 shares of common stock were returned to the treasury.

 

During October 2022 the Company issued a total of 25,000 shares of common stock valued at $4,750 ($0.19 per share) to an employee, the fair market value on the date of issuance.

 

Preferred stock

 

On May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the “Hypur Ventures”) which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for gross proceeds of $500,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $114,229. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

 

Between July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company’s preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $0.10, at a purchase price of $0.05 per share for net proceeds of $445,000, net of legal fees of $55,000. The shares of preferred stock are convertible into shares of the Company’s common stock. The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $0.

 

The preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common stock if the closing price of the Company’s common stock equals or exceeds $0.50 per share over any consecutive twenty day trading period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock. The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights to purchase future offerings of securities by the Company, demand and piggy-back registration rights.

 

 

The Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock and the warrants.

 

v3.23.2
Options and warrants
6 Months Ended
Jun. 30, 2023
Options And Warrants  
Options and warrants

Note 9 – Options and warrants

 

Options

 

All stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

 

The following is a summary of the Company’s stock option activity for the six months ended June 30, 2023:

 

Summary of Stock Option Activity

   Number Of
Options
  

Weighted-Average

Exercise Price

 
         
Outstanding at December 31, 2022   3,022,000   $- 
Granted   350,000   $0.21 
Expired   -   $- 
Cancelled   (40,000)  $0.21 
Outstanding at June 30, 2023   3,332,000   $0.21 
Options exercisable at June 30, 2023   1,716,000   $0.21 

 

The following tables summarize information about stock options outstanding and exercisable at June 30, 2023:

 

Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

OPTIONS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2023 
Range of
Exercise Prices
   Number of
Options
Outstanding
   Weighted-
Average
Remaining
Contractual
Life in Years
   Weighted-
Average
Exercise Price
   Number
Exercisable
   Weighted-
Average
Exercise Price
 
$0.21    3,332,000    4.   $0.21    1,716,000   $0.21 

 

Total stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of operations for three and six months ended June 30, 2023 was $39,306 and $74,316, respectively.

 

v3.23.2
Subsequent events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent events

Note 10 – Subsequent events

 

None.

 

v3.23.2
Accounting policies and procedures (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Principles of consolidation

Principles of consolidation

 

For the periods ended June 30, 2023 and June 30, 2022 the consolidated financial statements include the accounts of Blue Line Protection Group, Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; “BLAS”), Blue Line Capital, Inc. (a Colorado corporation; “Blue Line Capital”), Blue Line Protection Group (California), Inc. (a California corporation; “Blue Line California”), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation; “Blue Line Illinois”), BLPG, Inc. (a Nevada corporation; “Blue Line Nevada”), Blue Line Protection Group (Washington), Inc. (a Washington corporation; “Blue Line Washington”). All significant intercompany balances and transactions have been eliminated. BLPG and its subsidiaries are collectively referred herein to as the “Company.”

 

Interim financial statements

Interim financial statements

 

The unaudited interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

 

 

Results of operations for the interim periods are not indicative of annual results.

 

Basis of presentation

Basis of presentation

 

The consolidated financial statements present the balance sheets, statements of operations, stockholders’ equity (deficit) and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

The Company has adopted December 31 as its fiscal year end.

 

Use of estimates

Use of estimates

 

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

 

Cash and cash equivalents

Cash and cash equivalents

 

The Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of June 30, 2023 the Company has cash in excess of FDIC insured limits of $163,080. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

 

Accounts receivable

Accounts receivable

 

Accounts receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 

Allowance for uncollectible accounts

Allowance for uncollectible accounts

 

The Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There was no allowance for doubtful customer receivables at June 30, 2023 and December 31, 2022.

 

Property and equipment

Property and equipment

 

Property and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Schedule of Estimated Useful Lives of Property and Equipment

Automotive Vehicles   5 years
Furniture and Equipment   5 years
Buildings and Improvements   the lesser of the life of the lease or the estimated useful life of the lease

 

 

The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment there was no impairment as June 30, 2023 and December 31, 2022. Depreciation expense for the three and six months ended June 30, 2023 and, 2022 was $33,483, $68,412, $33,186, and $57,267 respectively.

 

Impairment of long-lived assets

Impairment of long-lived assets

 

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value or disposable value. As of June 30, 2023 and December 31, 2022, the Company determined that none of its long-lived assets were impaired.

 

Concentration of business and credit risk

Concentration of business and credit risk

 

The Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains its cash in bank accounts, which may at times, exceed federally insured limits.

 

The Company had one major customer which generated 9.7% of total revenue for the six months ended June 30, 2023 and one customer comprised 22.9% of the account receivable balance at June 30, 2023.

 

The Company had one major customer which generated 26% of total revenue for the six months ended June 30, 2022 and one customer comprised 33% of the account receivable balance at June 30, 2022.

 

Related party transactions

Related party transactions

 

FASB ASC 850, “Related Party Disclosures” requires companies to include in their financial statements disclosures of material related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive officer.

 

Fair value of financial instruments

Fair value of financial instruments

 

The carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

 

 

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
   
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
   
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2023 and December 31, 2022:

 

June 30, 2023

 

Schedule of Fair Value of Liabilities Measured on Recurring Basis

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $452,744   $-   $-   $452,744 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $452,744   $-   $-   $452,744 

 

December 31, 2022

 

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $451,119   $-   $-   $451,119 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $451,119   $-   $-   $451,119 

 

The embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of Black Scholes option-pricing model (See Note 8).

 

Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following five steps:

 

  Identify the contract with the customer;
     
  Identify the performance obligations in the contract;
     
   Determine the transaction price;
     
  Allocate the transaction price to the performance obligations in the contract; and

 

 

  Recognize revenue when, or as, the performance obligations are satisfied.

 

We generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have been completed.

 

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of these standards did not have an impact on the Company’s Statements of Operations for the year ended December 31, 2018.

 

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed.

 

Schedule of Revenue by Major Customers by Reporting Segments

Revenue Breakdown by Streams  2023   2022 
Three months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $494,813   $399,083 
Service: Currency Processing  $593,058   $582,465 
Service: Compliance  $16,630   $3,263 
Total  $1,104,501   $984,811 

 

Revenue Breakdown by Streams  2023   2022 
Six months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $924,518   $789,079 
Service: Currency Processing  $1,169,308   $1,187,572 
Service: Compliance  $19,741   $8,416 
Total  $2,113,567   $1,985,067 

 

Advertising costs

Advertising costs

 

The Company expenses all costs of advertising as incurred. Advertising expense for the three and six months ended June 30, 2023 and June 30, 2022 amounted to $685, $4,704, $0 and $374, respectively.

 

General and administrative expenses

General and administrative expenses

 

The significant components of general and administrative expenses consist mainly of rent and compensation.

 

Share-Based Compensation

Share-Based Compensation

 

Share-based compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total expenses incurred and the total expenses already recognized.

 

 

Cost of Revenue

Cost of Revenue

 

The Company’s cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit of the Company’s clients.

 

Basic and Diluted Earnings per share

Basic and Diluted Earnings per share

 

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. For the three and six months ended June 30, 2023 and 2022 all common stock equivalents of 4,970,362, 4,970,362,16, 255,144 and 16,525,144, respectively were included in the calculation of diluted income per share as their effect would be dilutive.

 

Dividends

Dividends

 

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 

Income Taxes

Income Taxes

 

The Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

Recent Pronouncements

Recent Pronouncements

 

In February 2016, the FASB issued ASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company elected the practical expedient under ASU 2018-11 “Leases: Targeted Improvements” which allows the Company to apply the transition provision for Topic 842 at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements. Therefore, the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no impact recorded to beginning retained earnings or the statement of operations.

 

 

The Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

v3.23.2
Accounting policies and procedures (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of Estimated Useful Lives of Property and Equipment

Schedule of Estimated Useful Lives of Property and Equipment

Automotive Vehicles   5 years
Furniture and Equipment   5 years
Buildings and Improvements   the lesser of the life of the lease or the estimated useful life of the lease
Schedule of Fair Value of Liabilities Measured on Recurring Basis

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2023 and December 31, 2022:

 

June 30, 2023

 

Schedule of Fair Value of Liabilities Measured on Recurring Basis

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $452,744   $-   $-   $452,744 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $452,744   $-   $-   $452,744 

 

December 31, 2022

 

   Amount   Level 1   Level 2   Level 3 
Embedded conversion derivative liability  $451,119   $-   $-   $451,119 
Warrant derivative liabilities  $-   $-   $-   $- 
Total  $451,119   $-   $-   $451,119 

Schedule of Revenue by Major Customers by Reporting Segments

In general, the Company’s business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized by several lines of services and typically the pricing is fixed.

 

Schedule of Revenue by Major Customers by Reporting Segments

Revenue Breakdown by Streams  2023   2022 
Three months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $494,813   $399,083 
Service: Currency Processing  $593,058   $582,465 
Service: Compliance  $16,630   $3,263 
Total  $1,104,501   $984,811 

 

Revenue Breakdown by Streams  2023   2022 
Six months ended June 30,
Revenue Breakdown by Streams  2023   2022 
Service: Transportation  $924,518   $789,079 
Service: Currency Processing  $1,169,308   $1,187,572 
Service: Compliance  $19,741   $8,416 
Total  $2,113,567   $1,985,067 
v3.23.2
Commitments and contingencies (Tables)
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Lease Payments

 

Future minimum lease payments as June 30, 2023    
     
2023  $22,549 
2024   25,903 
Total minimum lease payments  $48,452 
Schedule of Operating Leases

Supplemental balance sheet information related to leases is as follows:

 

Schedule of Operating Leases

June 30, 2023

 

Operating Leases  Classification  June 30, 2023 
Right-of-use assets  Operating right of use assets  $654,966 
Total     $654,966 
Current lease liabilities  Current operating lease liabilities  $91,175 
Non-current lease liabilities  Long-term operating lease liabilities  $592,827 
Total     $648,002 
 

December 31, 2022

 

Operating Leases  Classification  December 31, 2022 
Right-of-use assets  Operating right of use assets  $408,616 
Total     $408,616 
Current lease liabilities  Current operating lease liabilities  $112,250 
Non-current lease liabilities  Long-term operating lease liabilities  $328,116 
Total     $440,366 
 
Summary of Operating Lease Liabilities

Lease term and discount rate were as follows:

 

Summary of Operating Lease Liabilities

   June 30, 2023 
Weighted average remaining lease term (years)   48.50 
Weighted average discount rate   12%
 

Lease term and discount rate were as follows:

 

   December 31, 2022 
Weighted average remaining lease term (years)   2.50 
Weighted average discount rate   12%
 
Summary of Lease Expenses

The following summarizes lease expenses for the six months ended June 30, 2023:

 

Finance lease expenses:

 

Summary of Lease Expenses

      
Depreciation/amortization expense  $66,082 
Interest on lease liabilities   36,105 
Finance lease expense  $102,187 
 

The following summarizes lease expenses for the year ended December 31, 2022:

 

Finance lease expenses:

 

      
Depreciation/amortization expense  $121,095 
Interest on lease liabilities   6,673 
Finance lease expense  $127,768 
 
Schedule of Cash Flow Information Related to Lease

Supplemental disclosures of cash flow information related to leases were as follows:

 

Schedule of Cash Flow Information Related to Lease

   June 30, 2023 
Cash paid for operating lease liabilities  $68,796 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 

 

Supplemental disclosures of cash flow information related to leases were as follows:

 

   December 31, 2022 
Cash paid for operating lease liabilities  $125,266 
Operating right of use assets obtained in exchange for operating lease liabilities  $- 
 
Schedule of Maturities of Lease Liabilities

Maturities of lease liabilities were as follows as of June 30, 2023:

 

Schedule of Maturities of Lease Liabilities

  

Operating

Leases

 
     
2023  $107,631 
2024  $218,833 
2025  $224,230 
2026  $193,112 
2027  $88,179 
2028  $39,197 
Total  $871,182 
Less: Imputed interest  $(223,160)
Present value of lease liabilities  $648,002 
v3.23.2
Notes payable – related parties (Tables)
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Schedule of Related Debt Maturity

Schedule of Related Debt Maturity

Date  Amount 
     
March 31, 2022  $12,500 
      
April 30, 2022  $12,500 
      
May 31, 2022  $12,500 
      
June 30, 2022  $12,500 
v3.23.2
Derivative Liability (Tables)
6 Months Ended
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Liabilities at Fair Value

The change in the fair value of derivative liabilities is as follows:

 

Schedule of Derivative Liabilities at Fair Value

Balance – December 31, 2021  $712,784 
Settlement of derivatives upon conversion  $(442,389)
Change in fair value of the derivative  $180,724 
Balance – December 31, 2022  $451,119 
Settlement of derivatives upon conversion  $(47,094)
Gain on change in fair value of the derivative  $48,719 
Balance – June 30, 2023  $452,744 
Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

 

Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

    

Six Months ended June 30, 2023

    

Year ended

December 31, 2022

 
Expected term   0.251.01 years    0.251.09 years 
Expected average volatility   209.45% – 362%   229,.64% – 260.80%
Expected dividend yield   -    - 
Risk-free interest rate   5.24 % – 5.47%   4.12 % – 4.76%
v3.23.2
Options and warrants (Tables)
6 Months Ended
Jun. 30, 2023
Options And Warrants  
Summary of Stock Option Activity

The following is a summary of the Company’s stock option activity for the six months ended June 30, 2023:

 

Summary of Stock Option Activity

   Number Of
Options
  

Weighted-Average

Exercise Price

 
         
Outstanding at December 31, 2022   3,022,000   $- 
Granted   350,000   $0.21 
Expired   -   $- 
Cancelled   (40,000)  $0.21 
Outstanding at June 30, 2023   3,332,000   $0.21 
Options exercisable at June 30, 2023   1,716,000   $0.21 
Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

The following tables summarize information about stock options outstanding and exercisable at June 30, 2023:

 

Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

OPTIONS OUTSTANDING AND EXERCISABLE AT JUNE 30, 2023 
Range of
Exercise Prices
   Number of
Options
Outstanding
   Weighted-
Average
Remaining
Contractual
Life in Years
   Weighted-
Average
Exercise Price
   Number
Exercisable
   Weighted-
Average
Exercise Price
 
$0.21    3,332,000    4.   $0.21    1,716,000   $0.21 
v3.23.2
History and organization of the company (Details Narrative) - $ / shares
Jul. 06, 2021
Jul. 06, 2021
May 06, 2014
Jun. 30, 2023
Dec. 31, 2022
May 05, 2014
Sep. 11, 2006
Common stock, shares authorized 14,000,000 14,000,000 1,400,000,000 14,000,000 14,000,000 100,000,000  
Preferred stock, shares authorized       100,000,000 100,000,000 100,000,000 100,000,000
Common stock, par value       $ 0.001 $ 0.001   $ 0.001
Equity stock split forward   On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held.        
Reverse stock split 1-for-100            
Maximum [Member]              
Common stock, shares authorized             100,000,000
v3.23.2
Schedule of Estimated Useful Lives of Property and Equipment (Details)
Jun. 30, 2023
Automobiles [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful lives 5 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Property and equipment, useful lives 5 years
Building Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] Useful Life, Shorter of Lease Term or Asset Utility [Member]
v3.23.2
Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Platform Operator, Crypto-Asset [Line Items]      
Embedded conversion derivative liability $ 452,744 $ 451,119  
Warrant derivative liabilities  
Total 452,744 451,119 $ 712,784
Fair Value, Inputs, Level 1 [Member]      
Platform Operator, Crypto-Asset [Line Items]      
Embedded conversion derivative liability  
Warrant derivative liabilities  
Total  
Fair Value, Inputs, Level 2 [Member]      
Platform Operator, Crypto-Asset [Line Items]      
Embedded conversion derivative liability  
Warrant derivative liabilities  
Total  
Fair Value, Inputs, Level 3 [Member]      
Platform Operator, Crypto-Asset [Line Items]      
Embedded conversion derivative liability 452,744 451,119  
Warrant derivative liabilities  
Total $ 452,744 $ 451,119  
v3.23.2
Schedule of Revenue by Major Customers by Reporting Segments (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Product Information [Line Items]        
Total $ 1,104,501 $ 984,811 $ 2,113,567 $ 1,985,067
Transportation [Member]        
Product Information [Line Items]        
Total 494,813 399,083 924,518 789,079
Currency Processing [Member]        
Product Information [Line Items]        
Total 593,058 582,465 1,169,308 1,187,572
Compliance [Member]        
Product Information [Line Items]        
Total $ 16,630 $ 3,263 $ 19,741 $ 8,416
v3.23.2
Accounting policies and procedures (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Product Information [Line Items]          
Cash, FDIC insured amount $ 163,080   $ 163,080    
Cash equivalents 0   0   $ 0
Allowance for doubtful receivables 0   0   $ 0
Depreciation 33,483 $ 33,186 68,412 $ 57,267  
Advertising expenses $ 685 $ 0 $ 4,704 $ 374  
Anti dilutive diluted loss share 4,970,362 497,036,216 255,144 16,525,144  
One Major Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]          
Product Information [Line Items]          
Concentration credit risk, percentage     9.70% 26.00%  
One Major Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]          
Product Information [Line Items]          
Concentration credit risk, percentage     22.90% 33.00%  
v3.23.2
Schedule of Future Minimum Lease Payments (Details)
Jun. 30, 2023
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2023 $ 22,549
2024 25,903
Total minimum lease payments $ 48,452
v3.23.2
Schedule of Operating Leases (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Operating right of use asset lease $ 654,966 $ 408,616
Right of use asset 654,966 408,616
Current lease liabilities 91,175 112,250
Non-current lease liabilities 592,827 328,116
Total $ 648,002 $ 440,366
v3.23.2
Summary of Operating Lease Liabilities (Details)
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Weighted average remaining lease term (years) 48 years 6 months 2 years 6 months
Weighted average discount rate 12.00% 12.00%
v3.23.2
Summary of Lease Expenses (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Depreciation/amortization expense $ 66,082 $ 121,095
Interest on lease liabilities 36,105 6,673
Finance lease expense $ 102,187 $ 127,768
v3.23.2
Schedule of Cash Flow Information Related to Lease (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Cash paid for operating lease liabilities $ 68,796 $ 125,266
Operating right of use assets obtained in exchange for operating lease liabilities
v3.23.2
Schedule of Maturities of Lease Liabilities (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
2023 $ 107,631  
2024 218,833  
2025 224,230  
2026 193,112  
2027 88,179  
2028 39,197  
Total 871,182  
Less: Imputed interest (223,160)  
Present value of lease liabilities $ 648,002 $ 440,366
v3.23.2
Commitments and contingencies (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 17, 2022
Jun. 02, 2021
Mar. 01, 2019
Jan. 22, 2019
May 29, 2018
Oct. 27, 2016
Jun. 14, 2016
Apr. 14, 2016
Nov. 06, 2015
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2020
Loss Contingencies [Line Items]                        
Accounts payable                   $ 34,346 $ 34,346  
Operating lease, payments                   68,796 125,266  
Operating right of use asset lease                   654,966 408,616  
Total                   654,966 408,616  
Current lease liabilities                   91,175 112,250  
Non-current lease liabilities                   592,827 328,116  
Total                   $ 648,002 $ 440,366  
Weighted average remaining lease term (years)                   48 years 6 months 2 years 6 months  
Weighted average discount rate                   12.00% 12.00%  
Accounting Standards Update 2016-02 [Member]                        
Loss Contingencies [Line Items]                        
Extention of lease term, description       The lease agreement gives the Company the option to renew it for two additional 5 year terms                
Right of use asset and operating lease liability       $ 1,082,241                
Incremental borrowing rate       12.00%                
Vehicle [Member]                        
Loss Contingencies [Line Items]                        
Operating lease, payments $ 69,255 $ 56,733 $ 64,354                  
Operating lease down payment 2,882 3,510 30,000                  
Lease payment including sales tax $ 2,338 $ 2,765.19 $ 1,129.76                  
Operating lease description The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life of the underlying assets.                  
Number of monthly payment 36 months                      
Building [Member]                        
Loss Contingencies [Line Items]                        
Repayments of debt           $ 677,681            
Extention of lease term, description         The lease is for an initial term of one year, with the Company having the option to extend the term of the lease for additional four year periods. the Company leased the building from the purchaser of the property. The lease is for an initial term of ten years            
Operating leases, rent expense, net       $ 3,200 $ 3,880 $ 10,000            
Rent increase annually, percentage         2.00% 2.00%            
Lease requires rental paid as deposit       $ 3,200 $ 4,369 $ 30,000            
Operating lease term       63 months                
Operating lease cancellation fee                       $ 35,760
Gain on termination of lease                       $ 8,800
Building [Member] | Maximum [Member]                        
Loss Contingencies [Line Items]                        
Operating lease term       63 months                
Building [Member] | Maximum [Member] | 28 Through 63 Months [Member]                        
Loss Contingencies [Line Items]                        
Operating leases, rent expense, net       $ 3,400                
Building [Member] | Minimum [Member]                        
Loss Contingencies [Line Items]                        
Operating lease term       28 months                
Building [Member] | Five Year Lease Period [Member]                        
Loss Contingencies [Line Items]                        
Operating leases, rent expense, net         $ 6,379.20              
Rent increase annually, percentage         4.00%              
Lessee operaing lease renewed and extended term         The lease was renewed and extended for an additional five year period              
Daniel Sullivan [Member] | Mile High Real Estate Group [Member]                        
Loss Contingencies [Line Items]                        
Utilities for operating and building remodeling amount                 $ 98,150      
Daniel Sullivan [Member] | Independent Contractor Agreement [Member]                        
Loss Contingencies [Line Items]                        
Claim for unpaid wages                 8,055      
Unreimbursed compensation                 $ 154,409      
Unrelated Third Party [Member]                        
Loss Contingencies [Line Items]                        
Consultant fee             $ 75,000 $ 75,000        
Number of restricted common stock issue               1,500,000        
Unrelated Third Party [Member] | Building [Member]                        
Loss Contingencies [Line Items]                        
Proceeds from sale of buildings           $ 1,400,000            
v3.23.2
Notes payable (Details Narrative) - USD ($)
12 Months Ended
May 28, 2021
Mar. 21, 2018
Oct. 18, 2017
Dec. 31, 2021
Dec. 31, 2019
Dec. 31, 2018
Jul. 31, 2022
Dec. 31, 2020
Short-Term Debt [Line Items]                
Debt instrument interest rate             7.50%  
Convertible Notes Payable [Member] | Settlement And Release Agreement [Member]                
Short-Term Debt [Line Items]                
Repayment of debt $ 200,000              
Interest expense 400,000              
Addditional interest expense       $ 250,000        
Convertible Notes Payable [Member] | Settlement And Release Agreement [Member] | 30th Day After Signing [Member]                
Short-Term Debt [Line Items]                
Repayment of debt $ 100,000              
Unrelated Third Party [Member] | Convertible Notes Payable [Member]                
Short-Term Debt [Line Items]                
Debt principal amount     $ 150,000          
Unamortized discount     $ 15,250          
Debt instrument interest rate     10.00%          
Debt instrument interest rate during period     24.00%          
Maturity date     Jul. 16, 2018     May 11, 2019    
Debt instrument convertible terms of conversion feature     The conversion price is the lesser of (1) lowest trading price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business.          
Repayment of debt           $ 150,000    
Extension fees         $ 75,000      
Amortization of debt discount           134,750    
Interest Payable         $ 39,478      
Debt converted into shares of common stock         2,178,825      
Loss on debt instrument         $ 61,624      
Notes payable       $ 0       $ 150,000
Unrelated Third Party [Member] | Convertible Notes Payable Three [Member]                
Short-Term Debt [Line Items]                
Debt principal amount   $ 45,000            
Debt instrument interest rate   12.00%            
Debt instrument interest rate during period   15.00%            
Maturity date   Mar. 21, 2019            
Debt instrument convertible terms of conversion feature   The Holder has the option to convert the outstanding principal and accrued interest into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to the Conversion. Covenants: The Borrower shall not, without the Holder’s consent, sell, lease or dispose of any significant portion of its assets outside the ordinary course of business.            
Amortization of debt discount   $ 40,500            
Debt instrument fee amount           4,500    
Amortization           $ 3,514    
v3.23.2
Schedule of Related Debt Maturity (Details)
12 Months Ended
Dec. 31, 2022
USD ($)
March 31, 2022 [Member]  
Short-Term Debt [Line Items]  
Maturity date Mar. 31, 2022
Notes payable $ 12,500
April 30, 2022 [Member]  
Short-Term Debt [Line Items]  
Maturity date Apr. 30, 2022
Notes payable $ 12,500
May 31, 2022 [Member]  
Short-Term Debt [Line Items]  
Maturity date May 31, 2022
Notes payable $ 12,500
June 30, 2022 [Member]  
Short-Term Debt [Line Items]  
Maturity date Jun. 30, 2022
Notes payable $ 12,500
v3.23.2
Notes payable – related parties (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Jul. 31, 2022
Mar. 03, 2022
Mar. 07, 2017
Oct. 14, 2016
Sep. 01, 2016
Dec. 31, 2014
Jul. 31, 2014
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2021
Dec. 31, 2015
Dec. 31, 2022
Sep. 14, 2016
Related Party Transaction [Line Items]                          
Debt interest rate 7.50%                        
Payments of related party $ 137,500 $ 137,500           $ 42,526 $ 187,500        
Debt instrument periodic payment principal   $ 12,500                      
Accrued interest debt forgive $ 250,000                        
Default rate percentage 12.00%                        
Convertible Promissory Note [Member] | Hypur Ventures, L.P., [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount               75,000       $ 75,000  
Proceeds from related party debt         $ 75,000                
Convertible Promissory Note One [Member] | Hypur Ventures, L.P., [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount               100,000       100,000  
Debt interest rate       10.00% 10.00%                
Proceeds from related party debt       $ 100,000                  
Debt instrument due, description         The loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price of $.05 per share. The note is mandatory redeemable into common stock if the price per share is over $.50 per share during a 10 day period. The principal balance owed on this loan at June 30, 2023, and December 31, 2022 was $75,000 and $75,000, respectively. Upon default, the note bears a default rate of interest of 15% per annum, and if the default has not been remedied within 30 days, the redemption price would be 150% of the principal amount. As of June 30, 2023 and December 31, 2022, Hyper has waived the default provision until further notice.                
Conversion price per share       $ 0.05 $ 0.05                
Debt default interest rate       15.00%                 15.00%
Debt instrument interest rate       150.00% 150.00%                
Convertible Promissory Note One [Member] | Hypur Ventures, L.P., [Member] | Ten-Day Period [Member]                          
Related Party Transaction [Line Items]                          
Conversion price per share       $ 0.50 $ 0.50                
Former Officer and Shareholder [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount               $ 98,150       98,150  
Proceeds from related party debt             $ 98,150            
Mkm Capital Advisors [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount                   $ 128,600      
Notes payable interest                   70,088      
Forgive accrued interest                   70,088      
Debt interest rate               5.00%          
Payments of related party               $ 10,947          
Accrued interest               0       0  
Notes payable               86,979          
CGDK LLC [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount                   1,185,217      
Notes payable interest                   452,246      
Forgive accrued interest                   $ 452,246      
Debt interest rate                   5.00%      
Payments of related party               100,896          
Notes payable               801,678       902,574  
Maturity date                   Dec. 31, 2026      
Related Party Loan Two [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount               54,621       54,621  
Cash and expenses, related party           $ 180,121              
Repayment of debt                     $ 125,500    
Hypur Inc [Member]                          
Related Party Transaction [Line Items]                          
Notes payable interest                   $ 688,500      
Payments of related party               42,526          
Hypur Inc [Member] | Related Party [Member]                          
Related Party Transaction [Line Items]                          
Due to related parties               286,730       329,256  
Hypur Inc [Member] | Related Party [Member] | Convertible Notes Payable [Member]                          
Related Party Transaction [Line Items]                          
Due to related parties                       250,000  
Related Party Loan One [Member] | Hypur Ventures, L.P., [Member]                          
Related Party Transaction [Line Items]                          
Debt principal amount               $ 100,000       $ 100,000  
Proceeds from related party debt     $ 100,000                    
Conversion price per share     $ 0.05                    
Debt default interest rate     15.00%                    
Debt instrument interest rate     150.00%                    
Related Party Loan One [Member] | Hypur Ventures, L.P., [Member] | Ten-Day Period [Member]                          
Related Party Transaction [Line Items]                          
Conversion price per share     $ 0.50                    
v3.23.2
Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Beginning, balance shares $ 451,119 $ 712,784
Settlement of derivatives upon conversion (47,094) (442,389)
Gain on change in fair value of the derivative 48,719 180,724
Ending, balance shares $ 452,744 $ 451,119
v3.23.2
Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used (Details)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Minimum [Member] | Measurement Input, Expected Term [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, term 3 months 3 months
Minimum [Member] | Measurement Input, Option Volatility [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, percentages 2.0945 2.2964
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, percentages 0.0524 0.0412
Maximum [Member] | Measurement Input, Expected Term [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, term 1 year 3 days 1 year 1 month 2 days
Maximum [Member] | Measurement Input, Option Volatility [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, percentages 3.62 2.6080
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]    
Derivative [Line Items]    
Fair value assumptions, measurement input, percentages 0.0547 0.0476
v3.23.2
Stockholders’ deficit (Details Narrative) - USD ($)
1 Months Ended 2 Months Ended 12 Months Ended
Jul. 06, 2021
May 03, 2016
May 06, 2014
Oct. 31, 2022
Aug. 31, 2016
Dec. 31, 2022
Jun. 30, 2023
May 05, 2014
Sep. 11, 2006
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Common stock, shares authorized 14,000,000   1,400,000,000     14,000,000 14,000,000 100,000,000  
Preferred stock, shares authorized           100,000,000 100,000,000 100,000,000 100,000,000
Stockholders' equity note, stock split On July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100, the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock.   On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held.            
Crown Bridge Partners, LLC [Member] | Common Stock [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Debt conversion shares       25,000   260,000      
Debt conversion amount       $ 4,750          
Debt conversion price per share       $ 0.19          
Common Stock [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Rounding from reverse stock split, shares 1,570                
Preferred Stock [Member] | Hypur Ventures, L.P., [Member]                  
Accumulated Other Comprehensive Income (Loss) [Line Items]                  
Issuance of common stock, shares   10,000,000     10,000,000        
Issuance of common stock warrants   5,000,000     5,000,000        
Warrant and rights outstanding term   5 years     5 years        
Warrants exercise price per shares   $ 0.10     $ 0.10        
Purchase price per share   $ 0.05     $ 0.05        
Proceeds from issuance of warrants   $ 500,000     $ 445,000        
Conversion of beneficial features, intrinsic value   $ 114,229     0        
Legal Fees         $ 55,000        
Debt conversion trading conversion price per shares         $ 0.50        
v3.23.2
Summary of Stock Option Activity (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Options And Warrants  
Number of Options, Outstanding, Beginning | shares 3,022,000
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares
Number of Options, Granted | shares 350,000
Weighted-Average Exercise Price, Granted | $ / shares $ 0.21
Number of Options, Expired | shares
Weighted-Average Exercise Price, Expired | $ / shares
Number of Options, Cancelled | shares (40,000)
Weighted-Average Exercise Price, Cancelled | $ / shares $ 0.21
Number of Options, Outstanding, Ending | shares 3,332,000
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares $ 0.21
Number of Options, Exercisable, Ending | shares 1,716,000
Weighted-Average Exercise Price, Exercisable, Ending | $ / shares $ 0.21
v3.23.2
Schedule of Stock Options Outstanding and Exercisable Exercise Price Range (Details)
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Options And Warrants  
Range of Exercise Prices $ 0.21
Number of Options Outstanding | shares 3,332,000
Weighted-Average Remaining Contractual Life in Years 4 years
Weighted- Average Exercise Price $ 0.21
Number Exercisable | shares 1,716,000
Weighted- Average Exercise Price $ 0.21
v3.23.2
Options and warrants (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Options And Warrants    
Stock-based compensation expense $ 39,306 $ 74,316

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