0001213900-24-069032 | 10-Q | XBRL Viewer

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property and equipment consisted of the following:

	June 30,			December 31,
	2024			2023
Office equipment	$	28,320		$	13,559
Accumulated depreciation		(3,075	)		(734	)
	$	25,245		$	12,825

Organization, Description of Business and Liquidity	6 Months Ended
Jun. 30, 2024
Organization, Description of Business and Liquidity [Abstract]
Organization, Description of Business and Liquidity	Note 1. Organization, Description of Business and Liquidity *Organization* Asset Entities Inc. (“Asset Entities”, “we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020. The interim financial statements reflect the operations of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc. Reverse Stock Split On June 27, 2024, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock, $0.0001 par value per share, and Class B Common Stock, $0.0001 par value per share. The reverse stock split became effective on July 1, 2024. Prior to the reverse stock split, the Company was authorized to issue 200,000,000 shares of common stock, consisting of 10,000,000 shares of Class A Common Stock and 190,000,000 shares of Class B Common Stock. As a result of the reverse stock split, the Company will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock. All share and per share information in these financial statements retroactively reflect this reverse stock split. *Description of Business* Asset Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms. Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients under our “AE.360.DDM” brand. Our AE.360.DDM service was released in December 2021. All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube. *Liquidity* The Company had an accumulated deficit of $8,671,756 as of June 30, 2024, cash of $1,926,888 as of June 30, 2024, and a net loss of $3,113,441 for the six months ended June 30, 2024 On May 24, 2024, the Company entered into a securities purchase agreement with an investor for the issuance and sale of up to 330 shares of the Company’s newly designated Series A Convertible Preferred Stock for maximum gross proceeds of $3,000,000. Based on the Company’s existing cash resources and the cash expected to be received from these financings, management believes that the Company will have sufficient funds to carry out the Company’s planned operations for at least the next 12 months from the issuance date of the accompanying interim financial statements.

Organization, Description of Business and Liquidity

6 Months Ended

Jun. 30, 2024

Organization, Description of Business and Liquidity [Abstract]

Organization, Description of Business and Liquidity

Note 1. Organization, Description of Business and Liquidity

Organization

Asset Entities Inc. (“Asset Entities”, “we”, “us” or the “Company”), began operations as a general partnership in August 2020 and formed Assets Entities Limited Liability Company in the state of California on October 20, 2020. The interim financial statements reflect the operations of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate with the state of Nevada and changed the company name to Asset Entities Inc.

Reverse Stock Split

On June 27, 2024, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock, $0.0001 par value per share, and Class B Common Stock, $0.0001 par value per share. The reverse stock split became effective on July 1, 2024.

Prior to the reverse stock split, the Company was authorized to issue 200,000,000 shares of common stock, consisting of 10,000,000 shares of Class A Common Stock and 190,000,000 shares of Class B Common Stock. As a result of the reverse stock split, the Company will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

All share and per share information in these financial statements retroactively reflect this reverse stock split.

Description of Business

Asset Entities is an Internet company providing social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms. Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients under our “AE.360.DDM” brand. Our AE.360.DDM service was released in December 2021. All of these services – our Discord investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

Liquidity

The Company had an accumulated deficit of $8,671,756 as of June 30, 2024, cash of $1,926,888 as of June 30, 2024, and a net loss of $3,113,441 for the six months ended June 30, 2024 On May 24, 2024, the Company entered into a securities purchase agreement with an investor for the issuance and sale of up to 330 shares of the Company’s newly designated Series A Convertible Preferred Stock for maximum gross proceeds of $3,000,000. Based on the Company’s existing cash resources and the cash expected to be received from these financings, management believes that the Company will have sufficient funds to carry out the Company’s planned operations for at least the next 12 months from the issuance date of the accompanying interim financial statements.

Summary of Significant Accounting Policies (Details) - Schedule of Changes in Contract Liabilities	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Changes in Contract Liabilities [Abstract]
Balance, December 31, 2023	$ 3,445
Deferral of revenue
Recognition of revenue	(1,759)
Balance, June 30, 2024	$ 1,686

Property and Equipment (Details) - USD ($)	6 Months Ended
Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment [Abstract]
Depreciation	$ 2,341

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,113,441)	$ (2,392,308)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation	739,309	603,925
Depreciation and amortization	2,341
Changes in operating assets and liabilities:
Prepaid expenses	(145,569)	(71,096)
Accounts payable and accrued expenses	197,011	(126,792)
Contract liabilities	(1,759)	20,226
Net cash used in operating activities	(2,322,108)	(1,966,045)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(14,761)
Purchase of intangible asset	(200,000)
Net cash used in investing activities	(214,761)
CASH FLOWS FROM FINANCING ACTIVITIES
Series A Convertible Preferred stock issued	1,345,000
Class B common stock subscription proceeds received, net	194,434	6,845,050
Net cash provided by financing activities	1,539,434	6,845,050
Net change in cash	(997,435)	4,879,005
Cash at beginning of period	2,924,323	137,177
Cash at end of period	1,926,888	5,016,182
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes
Cash paid for interest
NON CASH INVESTING AND FINANCING ACTIVITIES
Conversion from Class A to Class B common stock	17
Class B Common stock issued for purchase of intangible asset	$ 9,500

Subsequent Events (Details) - Subsequent Event [Member]	Jul. 29, 2024 USD ($) $ / shares shares
Subsequent Events [Line Items]
Gross proceeds \| $	$ 1,500,000
Percentage of common stock issued	7.00%
Conversion price per share \| $ / shares	$ 3.75
Warrant [Member]
Subsequent Events [Line Items]
Exercise price per share \| $ / shares	$ 3.75
Series A Preferred Stock [Member]
Subsequent Events [Line Items]
Issuance and sale of shares \| shares	165
Class B Common Stock [Member]
Subsequent Events [Line Items]
Number of warrants to purchase shares \| shares	30,800

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	ASSET ENTITIES INC.
Entity Central Index Key	0001920406
Entity File Number	001-41612
Entity Tax Identification Number	88-1293236
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	100 Crescent Ct
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
Entity Phone Fax Numbers [Line Items]
City Area Code	(214)
Local Phone Number	459-3117
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, $0.0001 par value per share
Trading Symbol	ASST
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,506,406
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1,713,780

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 92,966	$ 74,912	$ 217,807	$ 136,047
Operating expenses
Contract labor	121,730	48,083	248,869	84,664
General and administrative	754,963	497,713	1,277,002	843,654
Management compensation	942,810	850,173	1,805,377	1,600,037
Total operating expenses	1,819,503	1,395,969	3,331,248	2,528,355
Loss from operations	(1,726,537)	(1,321,057)	(3,113,441)	(2,392,308)
Net loss	$ (1,726,537)	$ (1,321,057)	$ (3,113,441)	$ (2,392,308)
Loss per share of common stock - basic (in Dollars per share)	$ (0.58)	$ (0.48)	$ (1.07)	$ (0.91)
Weighted average number of shares of common stock outstanding - basic (in Shares)	2,960,126	2,742,530	2,897,504	2,618,380

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property and Equipment [Abstract]

Property and Equipment

Note 3. Property and Equipment

Property and equipment consisted of the following:

	June 30,			December 31,
	2024			2023
Office equipment	$	28,320		$	13,559
Accumulated depreciation		(3,075	)		(734	)
	$	25,245		$	12,825

During the six months ended June 30, 2024 and 2023, the Company recorded depreciation of $2,341 and $0, respectively.

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis	Jun. 30, 2024
Building [Member]
Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis [Line Items]
Proprety and Equipment Useful Life	39 years
Office Equipment and Fixtures [Member]
Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis [Line Items]
Proprety and Equipment Useful Life	5 years
Vehicle [Member]
Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis [Line Items]
Proprety and Equipment Useful Life	8 years
Minimum [Member] \| Machinery and Equipment [Member]
Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis [Line Items]
Proprety and Equipment Useful Life	5 years
Maximum [Member] \| Machinery and Equipment [Member]
Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis [Line Items]
Proprety and Equipment Useful Life	10 years

Stockholders’ Equity (Details) - Schedule of Warrants Activities - Warrants [Member] - $ / shares		6 Months Ended
	Dec. 31, 2023	Jun. 30, 2024
Schedule of Warrants as Equity Classified Instruments [Line Items]
Number of shares, Outstanding Ending	31,500	71,002
Weighted Average Exercise Price, Outstanding Ending	$ 31.25	$ 15.7
Weighted Average Life (years), Outstanding Ending	3 years 11 months 19 days	4 years 1 month 9 days
Number of shares, Granted		39,502
Weighted Average Exercise Price, Granted		$ 3.3
Weighted Average Life (years), Granted		5 years
Number of shares, Expired
Weighted Average Exercise Price, Expired
Number of shares, Exercised
Weighted Average Exercise Price, Exercised

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 6. Subsequent Events

Management evaluated all events from the date of the balance sheet, which was June 30, 2024 through August 14, 2024 which was the date these financial statements were available to be issue. Based on our evaluation no material events have occurred that require disclosure other than as disclosed below.

The Second Closing, for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000, occurred on July 29, 2024, which was the first business day on which the conditions specified in the Purchase Agreement for the Second Closing were satisfied or waived.

On the date of the Second Closing, the Company was required to issue a warrant to Boustead Securities, LLC for the purchase of 30,800 shares of Class B Common Stock, equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series A Preferred Stock sold at the Second Closing at the initial Conversion Price of $3.75 per share, subject to the Exchange Limitation before the effectiveness of the Stockholder Approval (the “Fourth Tail Warrant”). The Fourth Tail Warrant has an exercise price of $3.75 per share.

On July 30, 2024, Boustead’s rights to the Fourth Tail Warrant were assigned to an assignee. The Fourth Tail Warrant was consequently cancelled and a new warrant was issued to the assignee.

Condensed Statement of Stockholders’ Equity (Unaudited) - USD ($)	Preferred Stock Series A Convertible	Common stock Class A	Common stock Class B	Additional Paid in Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 168	$ 47	$ 780,686		$ (627,118)	$ 153,783
Balance (in Shares) at Dec. 31, 2022		1,677,056	472,946
Class B Common stock issued for restricted stock awards			$ 28	200,182			200,210
Class B Common stock issued for restricted stock awards (in Shares)			282,200
Class B common stock and warrant issued			$ 30	6,540,463			6,540,493
Class B common stock and warrant issued (in Shares)			300,000
Net loss						(1,071,251)	(1,071,251)
Balance at Mar. 31, 2023		$ 168	$ 105	7,521,331		(1,698,369)	5,823,235
Balance (in Shares) at Mar. 31, 2023		1,677,056	1,055,146
Balance at Dec. 31, 2022		$ 168	$ 47	780,686		(627,118)	153,783
Balance (in Shares) at Dec. 31, 2022		1,677,056	472,946
Net loss							(2,392,308)
Balance at Jun. 30, 2023		$ 168	$ 107	7,925,044		(3,019,426)	4,905,893
Balance (in Shares) at Jun. 30, 2023		1,677,056	1,075,146
Balance at Mar. 31, 2023		$ 168	$ 105	7,521,331		(1,698,369)	5,823,235
Balance (in Shares) at Mar. 31, 2023		1,677,056	1,055,146
Class B Common stock issued for restricted stock awards			$ 2	403,713			403,715
Class B Common stock issued for restricted stock awards (in Shares)			20,000
Net loss						(1,321,057)	(1,321,057)
Balance at Jun. 30, 2023		$ 168	$ 107	7,925,044		(3,019,426)	4,905,893
Balance (in Shares) at Jun. 30, 2023		1,677,056	1,075,146
Balance at Dec. 31, 2023		$ 168	$ 121	8,657,190	(176,876)	(5,558,315)	2,922,288
Balance (in Shares) at Dec. 31, 2023		1,677,056	1,207,827
Conversion from Class A to Class B common stock		$ (17)	$ 17
Conversion from Class A to Class B common stock (in Shares)		(170,650)	170,650
Stock Based Compensation				326,871			326,871
Net loss						(1,386,904)	(1,386,904)
Balance at Mar. 31, 2024		$ 151	$ 138	8,984,061	(176,876)	(6,945,219)	1,862,255
Balance (in Shares) at Mar. 31, 2024		1,506,406	1,378,477
Balance at Dec. 31, 2023		$ 168	$ 121	8,657,190	(176,876)	(5,558,315)	2,922,288
Balance (in Shares) at Dec. 31, 2023		1,677,056	1,207,827
Class B Common stock issued for restricted stock awards			$ 95,342
Class B Common stock issued for restricted stock awards (in Shares)			51,800
Class B Common stock issued for purchase of intangible asset			$ 9,500
Class B Common stock issued for purchase of intangible asset (in Shares)			5,000
Net loss							(3,113,441)
Balance at Jun. 30, 2024		$ 151	$ 156	10,945,415	(176,876)	(8,671,756)	2,097,090
Balance (in Shares) at Jun. 30, 2024	165	1,506,406	1,559,595
Balance at Mar. 31, 2024		$ 151	$ 138	8,984,061	(176,876)	(6,945,219)	1,862,255
Balance (in Shares) at Mar. 31, 2024		1,506,406	1,378,477
Series A Convertible Preferred stock issued				1,345,000			1,345,000
Series A Convertible Preferred stock issued (in Shares)	165
Class B common stock subscription proceeds received, net			$ 12	194,422			194,434
Class B common stock subscription proceeds received, net (in Shares)			124,318
Class B Common stock issued for restricted stock awards			$ 5	412,433			412,438
Class B Common stock issued for restricted stock awards (in Shares)			51,800
Class B Common stock issued for purchase of intangible asset			$ 1	9,499			9,500
Class B Common stock issued for purchase of intangible asset (in Shares)			5,000
Net loss						(1,726,537)	(1,726,537)
Balance at Jun. 30, 2024		$ 151	$ 156	$ 10,945,415	$ (176,876)	$ (8,671,756)	$ 2,097,090
Balance (in Shares) at Jun. 30, 2024	165	1,506,406	1,559,595

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Abstract]
Office equipment	$ 28,320	$ 13,559
Accumulated depreciation	(3,075)	(734)
Property and equipment, net	$ 25,245	$ 12,825

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Insured limit per institution	$ 250,000	$ 250,000
Excess of FDIC amount	1,640,000	1,640,000
Advertising expenses		284,886	$ 170,371
Research and development expenses		238,739	0
Total contract liabilities	$ 1,686	1,686		$ 3,445
Management fees		$ 1,805,377	$ 1,600,037
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Anti-dilutive were excluded per share (in Shares)	71,002
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful lives	5 years	5 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Useful lives	15 years	15 years

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following:

	June 30,		December 31,
	2024		2023
Purchased software	$	309,500	$	100,000
Less: Impairment		-		-
	$	309,500	$	100,000

Intangible Assets

6 Months Ended

Jun. 30, 2024

Intangible Assets [Abstract]

Intangible Assets

Note 4. Intangible Assets

Intangible assets consist of the following:

	June 30,		December 31,
	2024		2023
Purchased software	$	309,500	$	100,000
Less: Impairment		-		-
	$	309,500	$	100,000

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Abstract]
Purchased software	$ 309,500	$ 100,000
Less: Impairment
Total	$ 309,500	$ 100,000

Stockholders’ Equity (Details) - USD ($)						1 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended
Stockholders’ Equity (Details) - USD ($)	May 24, 2024	Apr. 30, 2024	Apr. 10, 2024	Mar. 27, 2024	Aug. 01, 2023	Mar. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	May 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Mar. 09, 2022
Stockholders’ Equity [Line Items]
Number of shares authorized														250,000,000
Commons stock shares authorized							200,000,000				200,000,000		200,000,000
Common stock par value (in Dollars per share)							$ 0.0001				$ 0.0001		$ 0.0001
Preferred stock, shares authorized							50,000,000				50,000,000		50,000,000
Preferred stock, par value (in Dollars per share)							$ 0.0001				$ 0.0001		$ 0.0001
Initial conversion price (in Dollars per share)											$ 0.75
Issuance and sale of shares											330
Gross proceeds (in Dollars)											$ 3,000,000
Warrants issued	30,800									30,800
Warrant exercise price (in Dollars per share)	$ 3.75									$ 3.75
Warrant exercisable period	5 years									5 years
Received amount (in Dollars)	$ 1,345,000
Net offering cost (in Dollars)	$ 155,000									$ 155,000
Common stock, shares outstanding													1,677,056
Common stock for restricted stock awards (in Dollars)							$ 412,438	$ 403,715	$ 200,210
Shares of common stock for purchase of intangible asset value (in Dollars)							9,500
Treasury stock (in Dollars)							176,876				176,876		$ 176,876
Common stock value issued (in Dollars)
Purchase securities (in Dollars)		$ 1,000,000
Outstanding shares percentage					9.99%
Gross purchase price (in Dollars)					$ 1,000,000
Percentage of weighted average price				85.00%	85.00%
Share price (in Dollars per share)			$ 1.7
Salary and Wage, Officer, Excluding Cost of Good and Service Sold (in Dollars)											$ 16,907
Aggregate purchase price percentage											7.00%
Share based compensation (in Dollars)											$ 739,309	$ 603,925
Recognized over a weighted-average period											1 year 7 months 20 days
Triton Purchase Agreement [Member]
Stockholders’ Equity [Line Items]
Common stock value issued (in Dollars)								1,000,000				$ 1,000,000
Warrants [Member]
Stockholders’ Equity [Line Items]
Warrant exercise price (in Dollars per share)							$ 1.7				$ 1.7
Warrant exercisable period							5 years				5 years
Intrinsic value (in Dollars per share)							$ 1,566				$ 1,566
Minimum [Member]
Stockholders’ Equity [Line Items]
Cumulative dividends percentage annual rate											6.00%
Common stock conversion price percent											70.00%
Aggregate purchase price percentage											1.00%
Maximum [Member]
Stockholders’ Equity [Line Items]
Cumulative dividends percentage annual rate											12.00%
Common stock conversion price percent											85.00%
Aggregate purchase price percentage											7.00%
2022 Equity Incentive Plan [Member]
Stockholders’ Equity [Line Items]
Common stock for restricted stock awards											550,000
Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized	660									660				50,000,000
Preferred Stock [Member] \| Nevada [Member]
Stockholders’ Equity [Line Items]
Preferred stock, par value (in Dollars per share)														$ 0.0001
RSA [Member]
Stockholders’ Equity [Line Items]
Shares vested											204,316
Restricted Stock Units (RSUs) [Member]
Stockholders’ Equity [Line Items]
Unrecognized stock-based compensation expense (in Dollars)							$ 1,839,331				$ 1,839,331
Investor [Member]
Stockholders’ Equity [Line Items]
Preferred stock, par value (in Dollars per share)	$ 0.0001									$ 0.0001
Issuance and sale of shares										330
Gross proceeds (in Dollars)										$ 3,000,000
Second Closing [Member]
Stockholders’ Equity [Line Items]
Issuance and sale of shares	165
Gross proceeds (in Dollars)	$ 1,500,000
Class A Common Stock [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							2,000,000				2,000,000		2,000,000	10,000,000
Common stock par value (in Dollars per share)							$ 0.0001				$ 0.0001		$ 0.0001
Common stock votes											ten
Percentage of membership interest						97.56%
Shares exchanged						1,951,200
Common stock, shares issued							1,506,406				1,506,406		1,677,056
Common stock, shares outstanding							1,506,406				1,506,406		1,677,056
Common stock value issued (in Dollars)							$ 151				$ 151		$ 168
Class A Common Stock [Member] \| Nevada [Member]
Stockholders’ Equity [Line Items]
Common stock par value (in Dollars per share)														$ 0.0001
Class A Common Stock [Member] \| Reverse Stock Split [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							2,000,000				2,000,000
Class A Common Stock [Member] \| Common Stock [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							10,000,000				10,000,000
Converted shares of common stock											170,650
Common stock for restricted stock awards (in Dollars)
Shares of common stock for purchase of intangible asset value (in Dollars)
Number of business days											5 days
Class B Common Stock [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							38,000,000				38,000,000		38,000,000	190,000,000
Common stock par value (in Dollars per share)							$ 0.0001				$ 0.0001		$ 0.0001
Common stock votes											one
Share of common stock											1
Common stock, shares issued							1,559,595				1,559,595		1,207,827
Treasury stock							50,000				50,000		50,000
Common stock value issued (in Dollars)							$ 156				$ 156		$ 121
Class B Common Stock [Member] \| Warrants [Member]
Stockholders’ Equity [Line Items]
Warrants issued							8,702				8,702
Class B Common Stock [Member] \| Nevada [Member]
Stockholders’ Equity [Line Items]
Common stock par value (in Dollars per share)														$ 0.0001
Class B Common Stock [Member] \| Reverse Stock Split [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							38,000,000				38,000,000
Class B Common Stock [Member] \| Common Stock [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							190,000,000				190,000,000
Converted shares of common stock											170,650
Shares of common stock											124,318
Common stock for cash (in Dollars)							$ 194,433				$ 194,433
Common stock for restricted stock awards							51,800	20,000	282,200		51,800
Common stock for restricted stock awards (in Dollars)							$ 5	$ 2	$ 28		$ 95,342
Shares of common stock for purchase of intangible asset							5,000				5,000
Shares of common stock for purchase of intangible asset value (in Dollars)							$ 1				$ 9,500
Business days											5 days
Weighted average business days			5 days
Class B Common Stock [Member] \| Triton Shares [Member]
Stockholders’ Equity [Line Items]
Common stock par value (in Dollars per share)								$ 0.0001				$ 0.0001
Class B Common Stock [Member] \| Second Closing Notice [Member]
Stockholders’ Equity [Line Items]
Shares of common stock for purchase of intangible asset				124,318
Common Stock [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							200,000,000				200,000,000
Common Stock [Member] \| Reverse Stock Split [Member]
Stockholders’ Equity [Line Items]
Commons stock shares authorized							40,000,000				40,000,000
Series A Convertible Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Preferred stock, shares authorized							660				660		660
Preferred stock, par value (in Dollars per share)	$ 0.0001						$ 0.0001			$ 0.0001	$ 0.0001		$ 0.0001
Stated value per share (in Dollars per share)	$ 10,000						$ 10,000			$ 10,000	$ 10,000		$ 10,000
Series A Preferred Stock [Member]
Stockholders’ Equity [Line Items]
Issuance and sale of shares										165
Series A Preferred Stock [Member] \| First Closing [Member]
Stockholders’ Equity [Line Items]
Issuance and sale of shares	165
Gross proceeds (in Dollars)	$ 1,500,000

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding		1,677,056
Series A Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	660	660
Convertible Preferred Stock stated value (in Dollars per share)	$ 10,000	$ 10,000
Convertible Preferred Stock shares issued	165	0
Convertible Preferred Stock shares outstanding	165	0
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,000,000	2,000,000
Common stock, shares issued	1,506,406	1,677,056
Common stock, shares outstanding	1,506,406	1,677,056
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	38,000,000	38,000,000
Common stock, shares issued	1,559,595	1,207,827
Treasury Stock, at cost Class B Common Stock	50,000	50,000

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”). The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2024, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the year ended December 31, 2023, contained in the Company’s Form 10-K filed on April 2, 2024.

Use of Estimates

The preparation of interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at June 30, 2024 and December 31, 2023.

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of June 30, 2024, was approximately $1.64 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Category		Useful life (years)
Building		39
Machinery and Equipment		5-10
Office Equipment and Fixtures		5
Vehicle		8

The Company did not have any Building, Machinery and Equipment, and Vehicle as of June 30, 2024.

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.

The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” (“ASC No. 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Intangible Assets

Intangible assets acquired are recorded at fair value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. During the six months ended June 30, 2024 and 2023, there were no intangible asset impairment charges.

Finite-lived intangible assets are amortized using the straight-line method over their estimated useful lives, which ranges from 5 to 15 years. Our finite-lived intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software. Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software.

Intangible assets internally developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development stage. These costs include fees paid to third parties for development services and payroll costs for employees’ time spent developing the software. We expense costs incurred during the preliminary project stage and the post-implementation stage. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Impairment of Long-lived Assets Other Than Goodwill

Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

Fair Value Measurements

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

●

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including cash, prepaid expense and contract liabilities, other current liabilities are carried at historical cost. At June 30, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Advertising Expenses

The Company expenses advertising costs as they incurred. Total advertising expenses were $284,886 and 170,371 for the six months ended June 30, 2024 and 2023, respectively, and have been included as part of general and administrative expenses.

Research and Development

Research and development costs are charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement.

The Company incurred research and development expenses of $238,739 and $0 for the six months ended June 30, 2024 and 2023, respectively, and have been included as part of contract labor.

Stock based compensation

Service-Based Awards

The Company records stock-based compensation for awards granted to employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years.

For restricted stock awards (“RSAs”) issued under the Company’s stock-based compensation plans, the fair value of each grant is calculated based on the Company’s stock price on the date of grant.

Share Repurchase

Share repurchases are open market purchases. Share repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares is deducted from stockholders’ equity through common stock with the excess over par value recorded to accumulated deficit.

Revenue Recognition

The Company recognizes revenue utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

Subscriptions

Subscription revenue is related to a single performance obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service period.

Marketing

Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week.

Contract Liabilities

Contract liabilities consist of quarterly and annual subscription revenue that have not been recognized. Revenue under these agreements is recognized over the related service period. As of June 30, 2024 and December 31, 2023, total contract liabilities were $1,686 and $3,445 respectively. Contract liabilities are expected to be recognized as revenue over a period not to exceed twelve (12) months.

Changes in contract liabilities for the six months ended June 30, 2024 are as follows:

	June 30,
	2024
Balance, December 31, 2023	$	3,445
Deferral of revenue		-
Recognition of revenue		(1,759	)
Balance, June 30, 2024	$	1,686

Earnings Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share” which requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying interim financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. The Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for warrants and options using the treasury stock method.

For the three months ended June 30, 2024, warrants representing 71,002 shares of common stock equivalents were excluded from the computation from diluted net loss per share as the result was anti-dilutive.

Related Parties

The Company follows ASC 850, “Related Party Disclosures”, for the identification of related parties and disclosure of related party transactions and balances. There were no related party transactions except management fees. During the six months ended June 30, 2024 and 2023, the Company paid management fees to their controlling members totaling $1,805,377 and $1,600,037, respectively.

Recent Accounting Pronouncements

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its interim financial statements.

Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Line Items]

Schedule of Warrants Activities

A summary of activity during the six months ended June 30, 2024, follows:

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, December 31, 2023		31,500	$	31.25		3.97
Granted		39,502		3.30		5.00
Expired		-		-		-
Exercised		-		-		-
Outstanding, June 30, 2024		71,002	$	15.70		4.11

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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+ Details

Organization, Description of Business and Liquidity (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 27, 2024	Dec. 31, 2023	Mar. 09, 2022
Organization, Description of Business and Liquidity [Line Items]
Aggregate number of shares authorized							78.209
Common stock par value (in Dollars per share)	$ 0.0001				$ 0.0001			$ 0.0001
Common stock shares authorized	200,000,000				200,000,000			200,000,000
Accumulated deficit (in Dollars)	$ (8,671,756)				$ (8,671,756)			$ (5,558,315)
Cash (in Dollars)	1,926,888				1,926,888			$ 2,924,323
Net loss (in Dollars)	$ (1,726,537)	$ (1,386,904)	$ (1,321,057)	$ (1,071,251)	$ (3,113,441)	$ (2,392,308)
Sale of shares					330
Gross proceeds (in Dollars)					$ 3,000,000
Class A Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001				$ 0.0001			$ 0.0001
Common stock shares authorized	2,000,000				2,000,000			2,000,000	10,000,000
Class A Common Stock [Member] \| Asset Entities Inc. [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock par value (in Dollars per share)							$ 0.0001
Class B Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock par value (in Dollars per share)	$ 0.0001				$ 0.0001			$ 0.0001
Common stock shares authorized	38,000,000				38,000,000			38,000,000	190,000,000
Class B Common Stock [Member] \| Asset Entities Inc. [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock par value (in Dollars per share)							$ 0.0001
Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	200,000,000				200,000,000
Common Stock [Member] \| Class A Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	10,000,000				10,000,000
Net loss (in Dollars)
Common Stock [Member] \| Class B Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	190,000,000				190,000,000
Net loss (in Dollars)
Reverse Stock Split [Member] \| Class A Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	2,000,000				2,000,000
Reverse Stock Split [Member] \| Class B Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	38,000,000				38,000,000
Reverse Stock Split [Member] \| Common Stock [Member]
Organization, Description of Business and Liquidity [Line Items]
Common stock shares authorized	40,000,000				40,000,000

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Property and equipment

Property and equipment

Category		Useful life (years)
Building		39
Machinery and Equipment		5-10
Office Equipment and Fixtures		5
Vehicle		8

The Company did not have any Building, Machinery and Equipment, and Vehicle as of June 30, 2024.

Intangible Assets

Intangible Assets

Impairment of Long-lived Assets Other Than Goodwill

Impairment of Long-lived Assets Other Than Goodwill

Fair Value Measurements

Fair Value Measurements

●

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Advertising Expenses

Advertising Expenses

Research and Development

Research and Development

The Company incurred research and development expenses of $238,739 and $0 for the six months ended June 30, 2024 and 2023, respectively, and have been included as part of contract labor.

Stock based compensation

Stock based compensation

Service-Based Awards

Share Repurchase

Revenue Recognition

Revenue Recognition

Subscriptions

Marketing

Revenue related to marketing campaign contracts with customers are normally of a short duration, typically less than two (2) weeks.

AE.360.DDM Contracts

Revenue related to AE.360.DDM contracts with customers are normally of a short duration, typically less than one (1) week.

Contract Liabilities

Contract Liabilities

Changes in contract liabilities for the six months ended June 30, 2024 are as follows:

	June 30,
	2024
Balance, December 31, 2023	$	3,445
Deferral of revenue		-
Recognition of revenue		(1,759	)
Balance, June 30, 2024	$	1,686

Earnings Per Share of Common Stock

Earnings Per Share of Common Stock

Related Parties

Related Parties

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Loss per share of common stock - diluted	$ (0.58)	$ (0.48)	$ (1.07)	$ (0.91)
Weighted average number of shares of common stock outstanding - diluted	2,960,126	2,742,530	2,897,504	2,618,380

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Pay vs Performance Disclosure - USD ($)	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,726,537)	$ (1,386,904)	$ (1,321,057)	$ (1,071,251)	$ (3,113,441)	$ (2,392,308)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Condensed Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 1,926,888	$ 2,924,323
Prepaid expenses	184,250	38,681
Total Current Assets	2,111,138	2,963,004
Non-Current Assets
Property and equipment, net	25,245	12,825
Intangible asset	309,500	100,000
Total Non-Current Assets	334,745	112,825
TOTAL ASSETS	2,445,883	3,075,829
Current Liabilities
Accounts payable and credit card liability	347,107	150,096
Contract liabilities	1,686	3,445
Total Current Liabilities	348,793	153,541
TOTAL LIABILITIES	348,793	153,541
Commitments and contingencies
Stockholders’ Equity
Preferred Stock Value
Common Stock Value
Treasury Stock, at cost: Class B Common Stock - 50,000 shares	(176,876)	(176,876)
Additional paid in capital	10,945,415	8,657,190
Accumulated deficit	(8,671,756)	(5,558,315)
TOTAL STOCKHOLDERS’ EQUITY	2,097,090	2,922,288
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	2,445,883	3,075,829
Series A Convertible Preferred Stock
Stockholders’ Equity
Preferred Stock Value
Class A Common Stock
Stockholders’ Equity
Common Stock Value	151	168
Class B Common Stock
Stockholders’ Equity
Common Stock Value	$ 156	$ 121

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

Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Stockholders’ Equity [Abstract]

Stockholders’ Equity

Note 5. Stockholders’ Equity

Authorized Capital Stock

On March 9, 2022, the Company filed Articles of Incorporation with the state of Nevada to authorize the Company to issue 250,000,000 shares, consisting of 10,000,000 shares of Class A Common Stock, $0.0001 par value per share (“Class A Common”), 190,000,000 shares of Class B Common stock, $0.0001 par value per share (“Class B Common”), and 50,000,000 shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”).

On June 27, 2024, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of class A common stock and class B common stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

Preferred Stock

The Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company.

Series A Convertible Preferred Stock

On May 24, 2024, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada designating 660 shares of the Company’s Preferred Stock, $0.0001 par value per share, as “Series A Convertible Preferred Stock,” and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred Stock. Each share of Series A Preferred Stock has an initial stated value (“Stated Value”) of $10,000 per share.

The Series A Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

Holders of Series A Preferred Stock will be entitled to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated Value at an annual rate of 6% (which will increase to 12% if a Triggering Event (as defined in the Certificate of Designation) occurs. Dividends will be payable upon conversion of the Series A Preferred Stock or upon any redemption.

Holders of Series A Preferred Stock will be entitled to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series A Preferred Stock (the “Conversion Price”). The initial Conversion Price is $0.75, subject to adjustment including adjustments due to full-ratchet anti-dilution provisions. Holders may elect to convert shares of Series A Preferred Stock to Class B Common Stock at an alternate Conversion Price equal to 85% (or 70% if the Company’s Class B Common Stock is suspended from trading on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average lowest daily volume weighed average price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designation).

Securities Purchase Agreement

On May 24, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor (the “Investor”) for the issuance and sale of up to 330 shares of the Company’s newly designated Series A Convertible Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”), for maximum gross proceeds of $3,000,000. Pursuant to the Purchase Agreement, the Company is required to issue and sell 165 shares of Series A Preferred Stock at each of two closings subject to the satisfaction of the terms and conditions for each closing. The first closing (the “First Closing”) occurred on May 24, 2024 for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000. The second closing (the “Second Closing”), for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000, will occur on the first business day on which the conditions specified in the Purchase Agreement for the Second Closing are satisfied or waived, including the filing and effectiveness of the Registration Statement and the effectiveness of the Stockholder Consent. In addition, the Company issued a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock with an exercise price of $3.75 per share. The warrant is exercisable for a period of five years and contains cashless exercise provisions. The Company received $1,345,000, net of offering cost of $155,000.

Class A Common Stock

Each share of Class A Common Stock entitles the holder to ten (10) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible by the holder into one (1) share of Class B Common Stock.

As part of a share conversion in March 2022, the Company converted the 97.56% membership interest to 1,951,200 shares of Class A Common Stock of the Company. The Company has reflected this conversion for all periods presented.

The Company had 1,506,406 and 1,677,056 shares of Class A Common Stock issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Class B Common Stock

Each share of Class B Common Stock entitles the holder to one (1) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

The Company had 1,559,595 and 1,207,827 shares of Class B Common Stock issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.

Six months ended June 30, 2024

During the six months ended June 30, 2024, the Company issued Class B common stock as follows:

●

170,650 shares of Class A common stock were converted into 170,650 shares of Class B common stock.

●

124,318 shares of Class B common stock for cash of $194,433, net (Triton Purchase agreement).

●

51,800 shares of Class B common stock for restricted stock awards valued at $95,342.

●

5,000 shares of Class B common stock for purchase of intangible asset valued at $9,500

Treasury Stock

During the year ended December 31, 2023, the Company repurchased 50,000 shares of Class B Common stock at $176,876 and recorded as treasury stock as of June 30, 2024 and December 31, 2023.

Triton Purchase Agreement

On June 30, 2023, the Company, entered into a Closing Agreement (the “Closing Agreement”) with Triton. Under the Closing Agreement, the Company agreed to sell to Triton shares of class B common stock, $0.0001 par value per share, of the Company (the “Class B Common Stock”), having a total value, as determined under the Closing Agreement, of $1,000,000.

On August 1, 2023, the Company and Triton entered into an Amended and Restated Closing Agreement (the “Amended and Restated Closing Agreement”). Subject to the terms of the Amended and Restated Closing Agreement, the Company may deliver a closing notice (the “Closing Notice”) and issue certain securities to Triton at any time on or before April 30, 2024, pursuant to which Triton will be obligated to purchase such securities of the Company with an aggregate value of $1,000,000 in the following manner. Upon delivery of the Closing Notice, Triton must purchase newly-issued shares of Class B Common Stock of the Company (the “Triton Shares”) in an amount equal to up to 9.99% of the outstanding shares of Class B Common Stock following such purchase, plus pre-funded warrants (the “Triton Pre-Funded Warrants” and together with the Triton Shares, the “Triton Securities”) that may be exercised to purchase an amount of newly-issued shares of Class B Common Stock (the “Triton Warrant Shares”), such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants together with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants will equal a total gross purchase price of $1,000,000. Upon the Company’s election to deliver the Closing Notice, the price of each of the Triton Shares will be set at 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five (5) business days before and five business days after the date of the Closing Notice.

On March 27, 2024, the Company delivered a Closing Notice to Triton (the “Second Closing Notice”) for the purchase of 124,318 shares of the Company’s Class B Common Stock to Triton Funds LP, a Delaware limited partnership (“Triton”). The price of the shares was required to be 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the closing of the purchase of the shares (the “Triton Closing”), and the Triton Closing was required to occur within five business days after the date that the Triton Shares were received by Triton, in accordance with the Amended and Restated Closing Agreement, dated as of August 1, 2023, between the Company and Triton, as amended by the Amendment to Amended and Restated Closing Agreement, dated as of September 27, 2023, between the Company and Triton, the Second Amendment to Amended and Restated Closing Agreement, dated as of December 30, 2023, between the Company and Triton, and the Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between the Company and Triton (as amended, the “Amended and Restated Closing Agreement”). On April 10, 2024, the date of the Triton Closing, the price of the Triton Shares was determined to be $1.70 per share based on the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Triton Closing.

In connection with the Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead, as placement agent compensation, a total of $16,907, equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the aggregate purchase price for the Triton Shares. In addition, the Company issued a warrant to Boustead for the purchase of 8,702 shares of Class B Common Stock, equal to 7% of the number of the Triton Shares, with an exercise price of $1.70 per share, equal to the purchase price per share of the Triton Shares (the “Tail Warrant”). The Tail Warrant is exercisable for a period of five years and contains cashless exercise provisions.

2022 Equity Incentive Plan

The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 shares. Awards that may be granted include: (a) Incentive Stock Options, or ISO, (b) Non-statutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance Awards. These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our Class B Common Stock and the award holder’s continuing service with us.

The RSA shares to directors vest quarterly for one year from the date of grantee’s appointment as a director. The RSA shares to officers vest annually over three years from the grant date. RSA shares are measured at fair market value on the date of grant and stock-based compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. For the six months ended June 30, 2024 and 2023, the Company recorded stock-based compensation expense of $739,309 and $603,925, respectively. As of June 30, 2024, 204,316 RSA shares have vested.

As of June 30, 2024, there was $1,839,331 of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.64 years.

Warrant

A summary of activity during the six months ended June 30, 2024, follows:

	Number of shares		Weighted Average Exercise Price		Weighted Average Life (years)
Outstanding, December 31, 2023		31,500	$	31.25		3.97
Granted		39,502		3.30		5.00
Expired		-		-		-
Exercised		-		-		-
Outstanding, June 30, 2024		71,002	$	15.70		4.11

All the outstanding warrants are exercisable as of June 30, 2024. The intrinsic value of the warrants as of June 30, 2024, is $1,566.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Property and Equipment Estimated Useful Lives on a Straight-Line Basis

Category		Useful life (years)
Building		39
Machinery and Equipment		5-10
Office Equipment and Fixtures		5
Vehicle		8

Schedule of Changes in Contract Liabilities

Changes in contract liabilities for the six months ended June 30, 2024 are as follows:

	June 30,
	2024
Balance, December 31, 2023	$	3,445
Deferral of revenue		-
Recognition of revenue		(1,759	)
Balance, June 30, 2024	$	1,686