10-Q

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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: 001-41469

FORZA X1, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-3159685
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3101 S. US-1 Ft. Pierce, Florida	34982
(Address of principal executive offices)	(Zip Code)

(772) 429-2525

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	FRZA	The Nasdaq Stock Market, LLC (The Nasdaq Capital Market)

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

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

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

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

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

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

As of August 4, 2023, there were 15,784,000 shares of Common Stock, $0.001 par value per share, outstanding.

FORZA X1, INC. 

TABLE OF CONTENTS

		Page No.
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	4
	Condensed Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 2023 and 2022	5
	Condensed Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months ended June 30, 2023 and 2022	6
	Condensed Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2023 and 2022	7
	Notes to the Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES		26

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments, and other factors we believe are appropriate under the circumstances. As you read and consider this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control), and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

As a result of these and other factors, 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. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NOTE REGARDING COMPANY REFERENCES

Throughout this Quarterly Report on Form 10-Q, “Forza,” “the Company,” “we” and “our” refer to Forza X1, Inc.

3

 FORZA X1, INC.

 Condensed Balance Sheets

(Unaudited)

	June 30,			December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	16,516,320		$	12,767,199
Inventories		521,960			—
Prepaid expenses and other current assets		158,808			519,735
Total Current Assets		17,197,088			13,286,934
Operating lease right of use asset		119,036			162,069
Security deposit		7,517			7,517
Property and equipment, net		997,973			765,406
Total Assets	$	18,321,614		$	14,221,926
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	79,118		$	99,028
Accrued liabilities		111,544			92,767
Finance leases - current portion		17,019			—
Operating lease right of use liability		89,349			86,245
Contract liabilities - customer deposits		5,800			5,300
Due to affiliates		104,043			169,851
Total Current Liabilities		406,873			453,191
Finance leases - noncurrent		67,720			—
Operating lease liability - noncurrent		23,072			68,532
Total Liabilities		497,665			521,723
Commitments and contingencies (Note 8)		—			—
Stockholders' Equity:
Common stock: 100,000,000 authorized; $0.001 par value; 15,784,000 and 10,450,000 shares issued and outstanding, respectively		15,784			10,450
Additional paid in capital		25,384,583			17,777,385
Accumulated deficit		(7,576,418	)		(4,087,632	)
Total Stockholders' Equity		17,823,949			13,700,203
Total Liabilities and Stockholders' Equity	$	18,321,614		$	14,221,926

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

4

FORZA X1, INC.

Condensed Statements of Operations
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net sales	$	—		$	—		$	—		$	—
Cost of sales		40,796			13,012			90,737			24,090
Gross loss		(40,796	)		(13,012	)		(90,737	)		(24,090	)
Operating expenses:
Selling, general and administrative		334,315			63,941			688,977			141,806
Salaries and wages		864,838			296,863			1,727,602			479,149
Research and development		261,473			218,769			964,121			434,439
Professional fees		69,867			16,532			193,907			35,610
Depreciation		48,230			11,335			83,926			19,072
Total operating expenses		1,578,723			607,440			3,658,533			1,110,076
Loss from operations		(1,619,519	)		(620,452	)		(3,749,270	)		(1,134,166	)
Other income (expense):
Interest expense		(1,493	)		(257	)		(1,784	)		(858	)
Interest income		—			8			—			31
Dividend income		137,358			—			262,268			—
Loss on disposal of assets		—			(31,582	)		—			(31,582	)
Total other income (expenses)		135,865			(31,831	)		260,484			(32,409	)
Loss before income tax		(1,483,654	)		(652,283	)		(3,488,786	)		(1,166,575	)
Income taxes provision		—			—
Net loss	$	(1,483,654	)	$	(652,283	)	$	(3,488,786	)	$	(1,166,575	)
Basic and diluted loss per common share	$	(0.13	)		(0.09	)	$	(0.32	)	$	(0.17	)
Weighted average common shares outstanding basic and diluted		11,446,391			7,000,000			10,950,863			7,000,000

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

5

FORZA X1, INC.

Condensed Statements of Stockholders’ Equity

(Unaudited)

For the Three and Six Months ended June 30, 2023 and 2022
					Additional					Total
	Common Stock				Paid-in		(Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit)			Equity
Balance, January 1, 2022		7,000,000	$	7,000	$	1,993,000	$	(457,551	)	$	1,542,449
Net loss		—		—		—		(514,292	)		(514,292	)
Balance, March 31, 2022		7,000,000		7,000		1,993,000		(971,843	)		1,028,157
Capital contributions from parent		—		—		500,000		—			500,000
Net loss		—		—		—		(652,283	)		(652,283	)
Balance June 30, 2022		7,000,000	$	7,000	$	2,493,000	$	(1,624,126	)	$	875,874
Balance, January 1, 2023		10,450,000	$	10,450	$	17,777,385	$	(4,087,632	)	$	13,700,203
Stock-based compensation		—		—		341,163		—			341,163
Net loss		—		—		—		(2,005,132	)		(2,005,132	)
Balance, March 31, 2023		10,450,000		10,450		18,118,548		(6,092,764	)		12,036,234
Common stock issued for cash		5,334,000		5,334		6,924,218		—			6,929,552
Stock-based compensation		—		—		341,817		—			341,817
Net loss		—		—		—		(1,483,654	)		(1,483,654	)
Balance, June 30, 2023		15,784,000	$	15,784	$	25,384,583	$	(7,576,418	)	$	17,823,949

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

6

FORZA X1, INC.

Condensed Statements of Cash Flows
(Unaudited)

	Six months ended
	June 30, 2023			June 30, 2022
Cash Flows From Operating Activities
Net loss	$	(3,488,786	)	$	(1,166,575	)
Adjustments to reconcile net loss:
Depreciation		83,926			14,267
Stock based compensation		682,980			—
Change of right-of-use asset		43,033			—
Loss on disposal of assets		—			31,582
Inventories		(521,960	)		(16,831	)
Prepaid expenses and other current assets		360,927			55,206
Accounts payable		(19,910	)		(7,891	)
Accrued liabilities		18,777			6,396
Contract liabilities   customer deposits		500			—
Operating lease liabilities		(42,356	)		—
Net cash used in operating activities		(2,882,869	)		(1,083,846	)
Cash Flows From Investing Activities
Purchase of property and equipment		(224,088	)		(188,666	)
Net cash used in investing activities		(224,088	)		(188,666	)
Cash Flows From Financing Activities
Net proceeds from issuance of common stock		6,996,015			—
Deferred offering costs		(66,463	)		(141,629	)
Capital contributions from parent		—			500,000
Equipment financing		(7,666	)		—
Repayments of advances from parent		(409,505	)		(750,596	)
Advances from parent		343,697			119,843
Net cash provided by (used in) financing activities		6,856,078			(272,382	)
Net change in cash and cash equivalents		3,749,121			(1,544,894	)
Cash and cash equivalents at beginning of period		12,767,199			1,803,285
Cash and cash equivalents at end of period	$	16,516,320		$	258,391
Supplemental Cash Flow Information
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	1,784		$	858
Non Cash Investing and Financing Activities
Finance leases	$	92,405		$	—

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

7

FORZA X1, INC. 

NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2023

1. Organization and Summary of Significant Accounting Policies

Organization

Forza X1, Inc. (“Forza” or the “Company”) was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, but subsequently changed its name to Forza X1, Inc. on October 29, 2021. The Company’s parent company was incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009, and reincorporated in Delaware on April 7, 2021, as Twin Vee PowerCats Co. (“Twin Vee”).

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets.

8

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of the purchase. On June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $16,516,320 and $12,767,199, respectively.

Concentrations of Credit and Business Risk

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 are at risk. As of June 30, 2023 and December 31, 2022, the Company had $16,205,328 and $12,446,216, respectively, in excess of FDIC insured limits.

Inventories

Inventories, which are raw materials for upcoming production, are valued at the lower of cost and net realizable value, with cost determined using the average cost method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

2. Property and Equipment

At June 30, 2023 and December 31, 2022, property and equipment consisted of the following:

	June 30,			December 31,
	2023			2022
Building - construction in progress		26,321			10,031
Equipment		195,148			59,806
Computer hardware and software		50,626			37,016
Software and website development		90,396			35,572
Furniture and fixtures		2,152			—
Vehicles		48,825			—
Prototype		142,526			142,526
Molds and fixtures		574,416			528,966
		1,130,410			813,917
Less accumulated depreciation		(132,437	)		(48,511	)
	$	997,973		$	765,406

Depreciation expense of property and equipment of $83,926 and $19,072 for the six months ended June 30, 2023 and 2022, respectively.

9

3. Leases

Operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent the Company’s right to use an underlying asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. We used the U.S. Treasury rate of 0.33% at December 31, 2022.

The Company leases a warehouse facility, and the land upon which the warehouse is located which are located at 150 Commerce Street, Old Fort, North Carolina (the “Property”) from NC Limited Liability Company. The Company entered into the lease on October 7, 2022, the lease has a term of two years. The current base rent payment is $7,517 per month including property taxes, insurance, and common area maintenance. The lease required a $7,517 security deposit. The base rent will increase three percent (3%) on October 15, 2023.

At June 30, 2023 and December 31, 2022, supplemental balance sheet information related to leases were as follows:

	June 30,		December 31,
	2023		2022
Operating lease ROU asset	$	119,036	$	162,069

	June 30,		December 31,
	2023		2022
Operating lease liabilities:
Current portion	$	89,349	$	86,245
Non-current portion		23,072		68,532
Total lease liabilities	$	112,421	$	154,777

At June 30, 2023, future minimum lease payments under the non-cancelable operating leases are as follows:

Years Ending December 31,

2023	$	45,777
2024		69,680
Total lease payment	$	115,456
Total imputed interest		3,035
Total	$	112,421

The following summarizes other supplemental information about the Company’s operating lease:

	June 30, 2023
Weighted average discount rate		4	%
Weighted average remaining lease term (years)		1.21

	Six Months Ended June 30, 2023
Operating lease cost	$	45,100
Total lease cost	$	45,100

10

4. Finance Leases

The Company has finance leases for a vehicle and a forklift. The Company entered into the forklift lease in January of 2023, with an asset value of $43,579, which is recorded in net property and equipment on the balance sheet, it is a 60-month lease at a 7.5% interest rate. The Company entered into the vehicle lease in February of 2023, with an asset value of $48,826, which is recorded in net property and equipment on the balance sheet, it is a 60-month lease at a 3% interest rate. The current portion of the lease liabilities was $17,019 for the six months ended June 30, 2023, and the non-current portion was $67,720.

 At June 30, 2023, future minimum payments under the non-cancelable finance leases are as follows:

Years Ending December 31,

2023	$	10,475
2024		20,950
2025		20,950
2026		20,950
2027		20,945
2028		874
Total lease payment	$	95,144
Total Imputed interest		10,405
Total	$	84,739

5. Related Party Transaction

As of June 30, 2023 and December 31, 2022, the Company had current liabilities of $104,043 and $169,851, respectively, due to Twin Vee. Prior to the Company’s initial public offering (“IPO”), Twin Vee funded the Company’s working capital needs, primarily for prototyping, consulting services, rent, interest and payroll.

Associated with amounts advanced and due to Twin Vee, for the six months ended June 30, 2023 and 2022, the Company recorded interest expense of $519 and $858, respectively, based on a rate of 6% interest on the Company’s average monthly balance.

Pursuant to a management agreement with Twin Vee, dated October 2021, and a subsequent agreement dated September 2022, for various management services, the Company paid $5,000 monthly through August of 2021, and $6,800 monthly thereafter for management fee associated with the use of shared management resources. The September 2022 agreement has a term of one year and will expire on August 31, 2023. For the six months ended June 30, 2023 and 2022, the Company recorded management fees of $40,800 and $30,000, respectively, pursuant to a management agreement with Twin Vee, for various management services.

For the six months ended June 30, 2023 and 2022 the Company recorded rent expense of approximately $20,400 and $5,100, respectively, associated with its month- to- month arrangement to utilize certain space at Twin Vee’s facility. The Company incurred $850 per month for rent expense for approximately 1,000 square feet, from January of 2021 through August 2022, in September of 2022 the month-to-month rent was adjusted to $3,400 per month, as the number of test boats had increased from 1 to 5, and the Company required additional space, approximately 4,100 square feet. The Company’s use of Twin Vee’s facilities does vary based on the number of prototype units on property and in process. The Company’s corporate headquarters are located at Twin Vee’s location, however a number of its employees and consultants work remotely.

During the six months ended June 30, 2023 and 2022, the Company repaid advancements from Twin Vee of $409,505 and $750,596, respectively, and had advancements from Twin Vee of $343,697 and $119,843, respectively.

11

6. Accrued Liabilities

At June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

	June 30,		December 31,
	2023		2022
Accrued wages and benefits	$	79,731	$	56,581
Accrued operating expense		31,813		36,186
Total	$	111,544	$	92,767

7. Liquidity

As of June 30, 2023, the Company had cash and cash equivalents and working capital of $16,516,320 and $16,790,215, respectively, compared to $12,767,199 and $12,833,743, respectively, on December 31, 2022. On June 12, 2023 the Company completed a public offering that closed on June 14, 2023, which increased its cash by $6,703,089. The Company has incurred a net loss of $3,488,786 and $1,166,575 for the six months ended June 30, 2023 and 2022, respectively. Losses have principally occurred as a result of the research and development efforts coupled with no operating revenue.

The Company has no current source of revenue and may seek additional equity and/or debt financing. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

8. Commitments and Contingencies

Short-term lease

In August of 2022, the Company signed a six-month lease for a duplex, to be used by its employees to minimize travel expense as it started construction on its new manufacturing facility, for $2,200 per month, on a property in Black Mountain, North Carolina. After the initial term of the lease, the Company extended the lease on a month-to-month basis. During the six months ended June 30, 2023 and 2022, the lease expense was $11,000 and $0, respectively.

Litigation

The Company is currently involved in civil litigation in the normal course of business, the Company does not consider this to be material.

9. Stockholders’ Equity

Common Stock Warrants

The Company had outstanding warrants to purchase 172,500 shares of common stock issuable at a weighted-average exercise price of $6.25 per share that were issued to the representative of the underwriters on August 16, 2022 in connection with the Company’s IPO. The Company also had outstanding warrants to purchase 306,705 shares of common stock issuable at a weighted-average exercise price of $1.88 per share that were issued to the representative of the underwriters on June 14, 2023 in connection with the Company’s secondary offering. The representative’s warrants are exercisable at any time and from time to time, in whole or in part, and expire on August 16, 2027 and June 16, 2028, respectively. There was no warrant activity during the six months ended June 30, 2023.

Equity Compensation Plan

The Company maintains an equity compensation plan (the “Plan”) under which it may award employees, directors and consultants’ incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the plan. The number of awards under the Plan automatically increased on January 1, 2023. As of June 30, 2023, there were 568,750 shares remaining available for grant under this Plan. Stock based compensation expense is included in the Statements of Operations, under salaries and wages.

12

Accounting for Stock -Based Compensation

Stock Compensation Expense - For the six months ended June 30, 2023 and 2022, the Company recorded $682,980 and $0, respectively, of stock-based compensation expense which is included in salaries and wages on the accompanying condensed statement of operations.

Forza’s 2022 Stock Incentive Plan (the “Plan”)- Forza has issued stock options. A stock option grant gives the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time. Forza typically issues options that vest pro rata on a monthly basis over various periods. Under the terms of the Plan, the contractual life of the option grants may not exceed ten years.

The Company utilizes the Black-Scholes model to determine fair value of stock option awards on the date of grant. The Company utilized the following assumptions for option grants during the six months ended June 30, 2023:

	Six months ended
	June 30,
	2023
Expected term	5 years
Expected average volatility	111 - 115	%
Expected dividend yield	—
Risk-free interest rate	2.98-3.62	%

The expected volatility of the option is determined using historical volatilities based on historical stock price of comparable boat manufacturing companies. The Company estimated the expected life of the options granted based upon historical weighted average of comparable boat manufacturing companies. The risk-free interest rate is determined using the U.S. Department of the Treasury yield curve rates with a remaining term equal to the expected life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0%

	Options Outstanding					Weighted Average
	Number of			Weighted Average		Remaining life
	Options			Exercise Price		(years)		Fair value of option
Outstanding, December 31, 2021		—		$	—		—	$	—
Granted		1,441,500			3.41		10.00		4,009,913
Exercised		—			—
Forfeited/canceled		—			—		—		—
Outstanding, December 31, 2022		1,441,500		$	3.41		0.07	$	4,009,913
Granted		—			—		—		—
Exercised		—			—
Forfeited/canceled		(36,944	)		1.33		9.74		—
Outstanding, June 30, 2023		1,404,556		$	3.46		9.27	$	4,009,913
Exercisable options, June 30, 2023		360,125		$	3.98		9.22

10. Subsequent Events

The Company has evaluated all events or transactions that occurred after June 30, 2023 through August 7, 2023, which is the date that the condensed financial statements were available to be issued. During this period, there were no material subsequent events requiring recognition or disclosure.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that involve risks and uncertainties. This discussion may contain forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q. This discussion should be read in conjunction with the accompanying unaudited condensed financial statements and notes thereto. You should also review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 28, 2023 for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Overview

Forza X1 Business

We aim to be among the first to develop and manufacture electric boats targeting the US recreational market. Our mission is to inspire the adoption of sustainable recreational boating by producing stylish electric sport boats. We are focused on the creation and implementation of marine electric vehicle (“EV”) technology to control and power our electric boats utilizing our proprietary outboard electric motor. Our electric boats are being designed as fully integrated electric boats including the hull, outboard motor, and control system.

We believe that the boating industry will follow in the footsteps of the electrification of the automotive industry by adopting electric boats that meet or exceed the traditional boating consumer’s expectations of price, value and run times. In other words, electric boats must offer a similar experience when compared to traditional gas-powered boats in terms of size, capability, and price point.

To date, Forza X1 has built-out and tested multiple Forza company units, including: three offshore-style catamarans, two bay boat-style catamarans, one deck boat and three 22-foot center console (F22) monohulls. In addition, we have also electrified a pontoon boat for a major national pontoon manufacturer. We are in the process of an additional pontoon electrification project and are building an additional five monohulls. Each build cycle includes improvements and involves extensive duration and performance testing. The engine design and lower units and the control systems are continuously improved with each iteration. Cooling system improvements have also been prioritized and have yielded a myriad of benefits to runtime, speed, and range. We continue to iterate the engine design, including value engineering of parts and lightweighting of engine components. We are experimenting with our first 300 HP stacked motor design.

In June, Forza X1 announced that it received an initial purchase order from OneWater Marine, Inc. indicating its intention to purchase 100 units of the Company’s upcoming 22-foot electric monohull boat, which was introduced in March of 2023. As Forza gets into commercialization, the order could equate to approximately $12,000,000 in revenue. This milestone agreement will allow Forza to sell through the conventional dealer model sales channel to support those looking for a more traditional way of purchasing a boat, or to accompany trade-ins, financing needs, and training. The participation of OneWater has been well-received in the marketplace and is a significant achievement for Forza X1.

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In addition to the conventional dealer sales avenue, Forza will also pursue, as a parallel sales channel, a direct-to-consumer option for those more comfortable with the convenience of order from home opportunities that are now readily accepted in the EV space. We are building a dedicated web and app-based platform for sales, deliveries, and service operations for ease of use, flexibility, and changing consumer preferences. We intend to employ an integrated, digital-first strategy that is convenient and transparent for our customers and efficient and scalable to support our growth. We believe our approach will enable us to provide the best of both worlds to prospective customers and support our mission to electrify recreational boating for mass consumption.

Recently, we have engaged with several high-profile marine manufacturers and are offering our electrification expertise and hardware packages as a service. We are in the design and prototype phase to provide our solution to a nationally recognized boat manufacturer and are expected to build up two demonstration units for their late summer open house & dealer meeting. Additional confidential discussions have been held with other renowned and start-up manufacturers representing a variety of hull platform types.

Forza held a very successful “Electrified Event” on July 8^th in the Ben Hotel in West Palm Beach, Florida. The Forza F22 monohull was unveiled and approximately two-hundred media members, investors, supporters, and interested parties gathered for a presentation and summary of our history and a glimpse into our future plans. Media members were able to participate in rides on the 100% electric boat and discuss our innovative technology with Forza engineers.

Forza is in the final stages of securing a partner that will provide retail financing for our electric boats. 

The North Carolina factory plans are proceeding apace with clearing of the land and rough grading100% complete. We expect to begin final grading and site construction before the end of Q3, 2023.

Recent Developments

On June 12, 2023, we issued and sold in a firm commitment underwritten public offering(the “Offering”) pursuant to the term of an underwriting agreement that we entered into with ThinkEquity LLC on June 10, 2023 (the “Underwriting Agreement”), an aggregate of 5,334,000 shares of our Common Stock at a public offering price of $1.50 per share, for gross proceeds of $8,001,000, before deducting underwriting discounts, commissions and offering expenses.

Results of Operations

Comparison of the Three Months Ended June 30, 2023 and 2022

The following table provides certain selected financial information for the periods presented:

	Three months ended June 30,
	2023			2022			Change			% Change
Net sales	$	—		$	—			—			—
Cost of sales	$	40,796		$	13,012			27,784			214	%
Gross loss	$	(40,796	)	$	(13,012	)		(27,784	)		214	%
Operating expenses	$	1,578,723		$	607,440			971,283			160	%
Loss from operations	$	(1,619,519	)	$	(620,452	)		(999,067	)		161	%
Other income (expense)	$	135,865		$	(31,831	)		167,696			(527	%)
Net loss	$	(1,483,654	)	$	(652,283	)		(831,371	)		127	%
Net loss per common share: Basic and Diluted	$	(0.13	)	$	(0.09	)		(0.04	)		39	%
Weighted average number of shares of common stock outstanding		11,446,391			7,000,000			4,446,391

Operating Expenses

Operating expenses for the three months ended June 30, 2023 increased by $971,283 to $1,578,723 as compared to $607,440 for the three months ended June 30, 2022. Operating expenses include salaries, selling and general and administrative, research and development, professional fees and depreciation. Research and development fees for the three months ended June 30, 2023 were $261,473 compared to $218,769 for the three months ended June 30, 2022. As we have moved to prototype and testing of our electric motors and control systems on boats,

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our research and development expenses have increased compared to the same period a year ago when we were in the early stages of development. Salaries and wages for the three months ended June 30, 2023 were $864,838 compared to $296,863 for the three months ended June 30, 2022, and were primarily related to additional staff needed for the design of our fully electric motor, control system and boat. Our staffing has increased from 9 during the second quarter of 2022 to 17 during the second quarter of 2023. For the three months ended June 30, 2023 salaries and wages included $341,817 of stock option expense, compared to $0 for the three months ended June 30, 2022. Our expenses for selling, general and administrative for the three months ended June 30, 2023, were $334,315 and $63,941 for the three months ended June 30, 2022. Professional fees for the three months ended June 30, 2023 were $69,867 and $16,532 for the three months ended June 30, 2022. Now that we are publicly traded our professional fees have significantly increased to meet the requirements of the SEC. Depreciation for the three months ended June 30, 2023 was $48,230 compared to $11,335 for the three months ended June 30, 2022, this is due to the addition of assets, we would anticipate continued increases as we purchase equipment and molds.

Other expense and income

Interest expense was $1,493 and $257, respectively for the three months ended June 30, 2023 and 2022.

Dividend and Interest income was $137,358 and $8, respectively for the three months ended June 30, 2023 and 2022. The proceeds from our IPO and secondary offering have been invested resulting in the increase in dividend income.

Loss on the disposal of assets was $0 and $31,582, respectively for the quarter ended June 30, 2023 and 2022. The loss of $31,582 for the quarter ended June 30, 2022 related to a deposit on a land purchase agreement in St. Lucie County. It was determined that the cost associated with building our factory on that site was cost prohibitive.

Comparison of the Six Months Ended June 30, 2023 and 2022

The following table provides certain selected financial information for the periods presented:

	Six Months ended June 30,
	2023			2022			Change			% Change
Net sales	$	—		$	—			—			—
Cost of sales	$	90,737		$	24,090			66,647			277	%
Gross loss	$	(90,737	)	$	(24,090	)		(66,647	)		277	%
Operating expenses	$	3,658,533		$	1,110,076			2,548,457			230	%
Loss from operations	$	(3,749,270	)	$	(1,134,166	)		(2,615,104	)		231	%
Other income (expense)	$	260,484		$	(32,409	)		292,893			(904	%)
Net loss	$	(3,488,786	)	$	(1,166,575	)		(2,322,211	)		199	%
Net loss per common share: Basic and Diluted	$	(0.32	)	$	(0.17	)		(0.15	)		88	%
Weighted average number of shares of common stock outstanding		10,950,863			7,000,000			3,950,863

Operating Expenses

Operating expenses for the six months ended June 30, 2023 increased by $2,548,457 to $3,658,533 as compared to $1,110,076 for the six months ended June 30, 2022. Operating expenses include salaries, selling and general and administrative, research and development, professional fees and depreciation. Research and development fees for the six months ended June 30, 2023 were $964,121 compared to $434,439 for the six months ended June 30, 2022. As we have moved to prototype and testing of our electric motors and control systems on boats,

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our expenses have increased compared to the same period a year ago when we were in the early stages of development. Salaries and wages for the six months ended June 30, 2023 were $1,727,602 compared to $479,149 for the six months ended June 30, 2022, and were primarily related to additional staff required for the design of our fully electric motor, control system and boat. Our staffing has increased from 7, at the end of our second quarter of 2022 to 17 at the end of the second quarter of 2023. For the six months ended June 30, 2023 salaries and wages included $682,980 of stock option expense, compared to $0 for the six months ended June 30, 2022. Our expenses for selling, general and administrative for the six months ended June 30, 2023, were $688,977 and $141,806 for the six months ended June 30, 2022. Professional fees for the six months ended June 30, 2023 were $193,907 and $35,610 for the six months ended June 30, 2022. Now that we are publicly traded our professional fees have significantly increased to meet the requirements of the SEC. Depreciation for the six months ended June 30, 2023 was $83,926 compared to $19,072 for the six months ended June 30, 2022, this is due to the addition of assets, we would anticipate continued increases as we purchase equipment and molds.

Other expense and income

Interest expense was $1,784 and $858, respectively for the six months ended June 30, 2023 and 2022.

Dividend and Interest income was $262,268 and $31, respectively for the six months ended June 30, 2023 and 2022. The proceeds from our IPO and our secondary offering have been invested resulting in the increase in dividend income.

Liquidity and Capital Resources

The following table provide selected financial data as of June 30, 2023 and December 31, 2022:

	June 30,		December 31,
	2023		2022		Change			% Change
Cash and cash equivalents	$	16,516,320	$	12,767,199		3,749,121			29.4	%
Current assets	$	17,197,088	$	13,286,934		3,910,154			29.4	%
Current liabilities	$	406,873	$	453,191		(46,318	)		(10.2	%)
Working capital	$	16,790,215	$	12,833,743		3,956,472			30.8	%

As of June 30, 2023, we had cash and cash equivalents, and working capital of $16,516,320 and $16,790,215, respectively, compared to $12,767,199 and $12,833,743, respectively, on December 31, 2022. We have incurred and expect to continue to incur significant costs in pursuit of our financing and construction of our new manufacturing facility. Our management plans to use the proceeds from the IPO and the secondary offering to finance these expenses. We believe that our current capital resources will be sufficient to fund our operations and growth initiative until we start selling electric boat and electric propulsion systems, our current capital resources will be sufficient for at least 18 months following the date of this Quarterly Report on Form 10-Q. The Company expects to continue to incur net losses, we will have significant cash outflows for at least the next 12 months.

	Six Months Ended
	June 30,
	2023			2022			Change			% Change
Cash used in operating activities	$	(2,882,869	)	$	(1,083,846	)		(1,799,023	)		166	%
Cash used in investing activities	$	(224,088	)	$	(188,666	)		(35,422	)		19	%
Cash provided by financing activities	$	6,856,078		$	(272,382	)		7,128,382			2,617	%
Net Change in Cash	$	3,749,121		$	(1,544,894	)		5,294,015			343	%

Cash Flow from Operating Activities

During the six months ending June 30, 2023 and 2022, we generated negative cash flows from operating activities of $2,882,869 and $1,083,846, respectively. During the six months ending June 30, 2023 and 2022, we had a net loss of $3,488,786 and $1,166,575, respectively. During the six months ending June 30, 2023 our cash used in operating activities was impacted by an increase of inventories of $521,960 and decrease of $19,910 for accounts payable and $42,356 of operating lease liabilities. During the six months ending June 30, 2023 our cash provided by operating activities was impacted by a decrease of prepaid expenses of $360,927 and an increase of $500 in contract liabilities – customer deposits and by non-cash expenses of $809,939, of which $682,980 was due to stock based compensation, $83,926 of depreciation and $43,033 for the change of right-of use asset.

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Cash Flows from Investing Activities

For the six months ended June 30, 2023 and 2022, we used $224,088, and $188,666 in investing activities for the purchase of property and equipment, primarily for molds.

Cash Flows from Financing Activities

During the six months ended June 30, 2023, net cash provided by financing activities was $6,856,078. The cash flow from financing activities for the six months ended June 30, 2023 included net proceeds of $6,929,552 from a follow on underwritten public offering in June 2023. During the six months ended June 30, 2023, we had cash advances from Twin Vee of $343,178, which were offset by repayments of advances of $409,505. Additional cash used for financing activities of $7,666 was due from equipment financing. During the six months ended June 30,2022, net cash used in financing activities was $272,382, respectively. During the six months ended June 30, 2022 we had cash advances from Twin Vee of $119,843 and capital contributions from Twin Vee of $500,000. We had repayments of advances of $750,596 to Twin Vee. Additional cash used in financing for the six months ended June 30,2022, was $141,629 for deferred offering costs.

 Critical Accounting Estimates

This discussion and analysis of our financial condition and results of operations is based on four financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, that results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimated under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in the Quarterly Report on Form 10-Q, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving managements judgements and estimates.

Controls and Procedures

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act for the twelve-month period ending December 31, 2023. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer, and no long qualify as an emerging growth company, would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) required management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets.

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Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase. On June 30, 2023, the Company had cash and cash equivalents of $16,516,320 and on December 31, 2022, the Company had cash and cash equivalents of $12,767,199.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from three to seven years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Impairment of Long-lived Assets

Management assesses the recoverability of its long-lived assets when indicators of impairment are present. If such indicators are present, recoverability of these assets is determined by comparing the undiscounted net cash flows estimated to result from those assets over the remaining life to the assets’ net carrying amounts. If the estimated undiscounted net cash flows are less than the net carrying amount, the assets would be adjusted to their fair value, based on appraisal or the present value of the undiscounted net cash flows.

Research and Development

Research and development costs are expensed when incurred. Such costs for the six months ended June 30, 2023 were $964,121 compared to $434,439 for the six months ending June 30, 2022.

Advertising Costs

Advertising and marketing costs are expensed as incurred. For the six months ended June 30, 2023 and 2022, advertising and marketing costs incurred by the Company totaled $62,896 and $2,732, respectively. Advertising and marketing costs are included in selling and general and administrative expenses in the accompanying statements of operations.

Income Taxes

The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code.

All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes.

Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.

In accordance with U.S GAAP, the Company follows the guidance in FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes. At June 30, 2023, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities.

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Recent Accounting Pronouncements

All newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

OFF-BALANCE SHEET ARRANGEMENTS

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under Securities and Exchange Commission rules.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (Principal Executive Officer) and our interim Chief Financial Officer (Principal Financial Officer), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We have adopted and maintain disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2023 our Chief Executive Officer and our interim Chief Financial Officer concluded that, as of such a date, our disclosure controls and procedures were not effective at the reasonable assurance level, due to the material weaknesses in our internal control over financial reporting, as further described below.

Previously Reported Material Weakness

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, we previously identified material weaknesses in our internal control over financial reporting relating to lack of segregation of duties. Significant progress has been made, we have hired additional staff and are in the process of training such staff, the required procedures and controls have been implemented. We will be testing these controls over the coming months to verify that the material weakness has been remediated. Additionally, we are in the process of implementing a robust ERP software system, that will further allow us to segregate access and responsibilities. We continue to work with outside consultants with the appropriate experience to aid in the remedy these weaknesses. We have determined that these control deficiencies constituted material weaknesses in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our condensed financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to our condensed financial statements that would be material and would not be prevented or detected on a timely basis.

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Remediation Plan

Management has developed and is executing a remediation plan to address the previously disclosed material weaknesses. We are actively engaged in the remediation of each of the outstanding material weaknesses, including the retention of a full-time controller and utilizing the assistance of outside advisors where appropriate.

To remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

We continue to develop and refine our controls and other producers that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC are recorded, processed, summarized and reported within the time periods specified in SEC rules and in accordance with GAAP.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS.

Investing in our securities involves a high degree of risk. You should consider carefully the following risks and the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, together with all the other information in this Quarterly Report on Form 10-Q, including our condensed financial statements and notes thereto. If any of the following risks actually materializes, our operating results, financial condition and liquidity could be materially adversely affected. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Except as disclosed below, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.

RISKS RELATED TO OUR BUSINESS

There is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

The report of our independent registered public accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will continue as a going concern. During the six months ended June 30, 2023 and 2022, we incurred a net loss of $3,488,786 and $1,166,575, respectively and used cash in operations of $2,882,869 and $1,083,846, respectively. During the year ended December 31, 2022, we incurred a net loss of $3,630,081 and used cash in operations of $3,377,621. Losses have principally occurred as a result of the research and development efforts coupled with no operating revenue. Until we begin generating revenue, there is doubt about our ability to continue as a going concern through December 31, 2023.

We are actively monitoring the effects these disruptions and increasing inflation could have on our operations.

These conditions make it extremely difficult for us to accurately forecast and plan future business activities. In addition, the outbreak of a pandemic could disrupt our operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our office or laboratory facilities,

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or due to quarantines. Pandemics could also impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs.

Our outstanding common stock is substantially controlled by our management.

Twin Vee PowerCats, Co. currently owns 44.35% of our outstanding common stock. Joseph Visconti, who currently serves as our Executive Chairman and Chief of Product Development is also the Chairman of the Board and Chief Executive Officer of our parent company, Twin Vee PowerCats Co. Mr. Visconti beneficially owns 25.84 % of the outstanding stock of Twin Vee PowerCats Co. As a result, Mr. Visconti is deemed to beneficially own 12.53% of Forza X1. As a result of these holdings, Mr. Visconti does and will have significant influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Therefore, Twin Vee PowerCats Co. will have substantial influence over any election of our directors and our operations. It should also be noted that for the most part, authorization to modify our amended and restated certificate of incorporation, as amended, requires only majority stockholder consent and approval to modify our amended and restated bylaws requires authorization of only a majority of the board of directors. This concentration of ownership could also have the effect of delaying or preventing a change in our control. Accordingly, our Executive Chairman and Chief of Product Development could cause us to enter into transactions or agreements that we would not otherwise consider. In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders.

We may need to raise additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all.

Operating our business and maintaining our growth efforts will require significant cash outlays and advance capital expenditures and commitments. Our current plans also involve constructing a 100,000 square foot state-of-the-art manufacturing facility dedicated to developing and manufacturing our FX series electric boats, the cost of which is uncertain. Although the proceeds of our initial public offering and our secondary offering should be sufficient to fund our operations, if cash on hand and cash generated from operations and from our initial public offering and subsequent follow on offering are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financings, to fund our growth. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at all. Financing may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the price per share of our common stock paid by existing holders. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

We do not yet have adequate internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and in accordance with GAAP. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting,

22

as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

We have not yet retained sufficient staff or engaged sufficient outside consultants with appropriate experience in GAAP presentation, especially of complex instruments, to devise and implement effective disclosure controls and procedures, or internal controls. We will be required to expend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy these weaknesses. We cannot assure you that management will be successful in locating and retaining appropriate candidates; that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future; or that appropriate candidates will be located and retained prior to these deficiencies resulting in material and adverse effects on our business.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

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

(a) Unregistered Sales of Equity Securities.

None.

(c) Use of Proceeds.

On August 16, 2022, we closed our initial public offering of 3,000,000 shares of our common stock at a public offering price of $5.00 per share and an additional 450,000 shares of common stock upon exercise of the over-allotment option, generating gross proceeds of $17,250,000 (the “IPO”) pursuant to our Registration Statement on Form S-1 (as amended) (File No. 333-261884), which was declared effective by the SEC on August 11, 2022. After deducting underwriting discounts and commissions of approximately $1.3 million, and other offering expenses payable by us of approximately $1.3 million, we received approximately $14.7 million in net proceeds from our initial public offering. ThinkEquity LLC acted as the representative of the several underwriters for the offering.

23

There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus, dated August 11, 2022, which was filed with the SEC on August 15, 2022 pursuant to Rule 424(b) under the Securities Act. The primary use of the net proceeds from our initial public offering continues to be, as follows: (i) approximately $8.0 million for the acquisition of property and the development of a manufacturing plant to build, design and manufacture our new line of electric boats; (ii) approximately $2.0 million for ramp up of production and inventory; (iii) approximately $2.6 million for working capital.

No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries. Pending the uses described, we have invested the net proceeds in our operating cash account.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index. The Exhibit Index is incorporated herein by reference.

24

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41469), filed with the Securities and Exchange Commission on August 16, 2022)
3.2	Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41469), filed with the Securities and Exchange Commission on August 16, 2022)
4.1	Form of Representative’s Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41469), filed with the Securities and Exchange Commission on June 14, 2023
31.1*	Certification by principal executive officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification by principal financial officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification by principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification by principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

* Filed herewith.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FORZA X1, INC.
Date: August 7, 2023	By:	/s/ Jim Leffew
		Jim Leffew
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 7, 2023	By:	/s/ Carrie Gunnerson
		Carrie Gunnerson
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jim Leffew, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Forza X1, 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(e) 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 caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

d) Disclosed in this report any change in the registrant’s internal control over financing 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 internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: August 7, 2023	By:	/s/ Jim Leffew
		Name: Jim Leffew
		Title: Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carrie Gunnerson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Forza X1, Inc.;
2.	Based on my knowledge, his 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(e) 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 caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

Date: August 7, 2023	By:	/s/ Carrie Gunnerson
		Name: Carrie Gunnerson
		Title: Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Forza X1, Inc. (the “Registrant”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jim Leffew, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my 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 operations of the Registrant.

Date: August 7, 2023	By:	/s/ Jim Leffew
		Name: Jim Leffew
		Title: Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Forza X1, Inc. (the “Registrant”) on Form 10-Q for the period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carrie Gunnerson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my 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 operations of the Registrant.

Date: August 7, 2023	By:	/s/ Carrie Gunnerson
		Name: Carrie Gunnerson
		Title: Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 04, 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	001-41469
Entity Registrant Name	FORZA X1, INC.
Entity Central Index Key	0001901305
Entity Tax Identification Number	87-3159685
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3101 S. US-1
Entity Address, City or Town	Ft. Pierce
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34982
City Area Code	(772)
Local Phone Number	429-2525
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	FRZA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,784,000

XML

Condensed Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 16,516,320	$ 12,767,199
Inventories	521,960
Prepaid expenses and other current assets	158,808	519,735
Total Current Assets	17,197,088	13,286,934
Operating lease right of use asset	119,036	162,069
Security deposit	7,517	7,517
Property and equipment, net	997,973	765,406
Total Assets	18,321,614	14,221,926
Current Liabilities:
Accounts payable	79,118	99,028
Accrued liabilities	111,544	92,767
Finance leases - current portion	17,019
Operating lease right of use liability	89,349	86,245
Contract liabilities - customer deposits	5,800	5,300
Due to affiliates	104,043	169,851
Total Current Liabilities	406,873	453,191
Finance leases - noncurrent	67,720
Operating lease liability - noncurrent	23,072	68,532
Total Liabilities	497,665	521,723
Commitments and contingencies (Note 8)
Stockholders' Equity:
Common stock: 100,000,000 authorized; $0.001 par value; 15,784,000 and 10,450,000 shares issued and outstanding, respectively	15,784	10,450
Additional paid in capital	25,384,583	17,777,385
Accumulated deficit	(7,576,418)	(4,087,632)
Total Stockholders' Equity	17,823,949	13,700,203
Total Liabilities and Stockholders' Equity	$ 18,321,614	$ 14,221,926

XML

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	15,784,000	10,450,000
Common stock, shares outstanding	15,784,000	10,450,000

XML

Condensed 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]
Net sales
Cost of sales	40,796	13,012	90,737	24,090
Gross loss	(40,796)	(13,012)	(90,737)	(24,090)
Operating expenses:
Selling, general and administrative	334,315	63,941	688,977	141,806
Salaries and wages	864,838	296,863	1,727,602	479,149
Research and development	261,473	218,769	964,121	434,439
Professional fees	69,867	16,532	193,907	35,610
Depreciation	48,230	11,335	83,926	19,072
Total operating expenses	1,578,723	607,440	3,658,533	1,110,076
Loss from operations	(1,619,519)	(620,452)	(3,749,270)	(1,134,166)
Other income (expense):
Interest expense	(1,493)	(257)	(1,784)	(858)
Interest income		8		31
Dividend income	137,358		262,268
Loss on disposal of assets		(31,582)		(31,582)
Total other income (expenses)	135,865	(31,831)	260,484	(32,409)
Loss before income tax	(1,483,654)	(652,283)	(3,488,786)	(1,166,575)
Income taxes provision
Net loss	$ (1,483,654)	$ (652,283)	$ (3,488,786)	$ (1,166,575)

XML

Condensed Statements of Operations (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Earning per share, basic	$ (0.13)	$ (0.09)	$ (0.32)	$ (0.17)
Earning per share, diluted	$ (0.13)	$ (0.09)	$ (0.32)	$ (0.17)
Weighted average number of shares outstanding, basic	11,446,391	7,000,000	10,950,863	7,000,000
Weighted average number of shares outstanding, diluted	11,446,391	7,000,000	10,950,863	7,000,000

XML

Condensed Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 7,000	$ 1,993,000	$ (457,551)	$ 1,542,449
Beginning Balance, Shares at Dec. 31, 2021	7,000,000
Net loss			(514,292)	(514,292)
Ending balance, value at Mar. 31, 2022	$ 7,000	1,993,000	(971,843)	1,028,157
Ending balance, Shares at Mar. 31, 2022	7,000,000
Capital contributions from parent		500,000		500,000
Net loss			(652,283)	(652,283)
Ending balance, value at Jun. 30, 2022	$ 7,000	2,493,000	(1,624,126)	875,874
Ending balance, Shares at Jun. 30, 2022	7,000,000
Beginning balance, value at Dec. 31, 2022	$ 10,450	17,777,385	(4,087,632)	13,700,203
Beginning Balance, Shares at Dec. 31, 2022	10,450,000
Stock-based compensation		341,163		341,163
Net loss			(2,005,132)	(2,005,132)
Ending balance, value at Mar. 31, 2023	$ 10,450	18,118,548	(6,092,764)	12,036,234
Ending balance, Shares at Mar. 31, 2023	10,450,000
Common stock issued for cash	$ 5,334	6,924,218		6,929,552
Common stock issued for cash, shares	5,334,000
Stock-based compensation		341,817		341,817
Net loss			(1,483,654)	(1,483,654)
Ending balance, value at Jun. 30, 2023	$ 15,784	$ 25,384,583	$ (7,576,418)	$ 17,823,949
Ending balance, Shares at Jun. 30, 2023	15,784,000

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows From Operating Activities
Net loss	$ (3,488,786)	$ (1,166,575)
Adjustments to reconcile net loss:
Depreciation	83,926	14,267
Stock based compensation	682,980
Change of right-of-use asset	43,033
Loss on disposal of assets		31,582
Inventories	(521,960)	(16,831)
Prepaid expenses and other current assets	360,927	55,206
Accounts payable	(19,910)	(7,891)
Accrued liabilities	18,777	6,396
Contract liabilities   customer deposits	500
Operating lease liabilities	(42,356)
Net cash used in operating activities	(2,882,869)	(1,083,846)
Cash Flows From Investing Activities
Purchase of property and equipment	(224,088)	(188,666)
Net cash used in investing activities	(224,088)	(188,666)
Cash Flows From Financing Activities
Net proceeds from issuance of common stock	6,996,015
Deferred offering costs	(66,463)	(141,629)
Capital contributions from parent		500,000
Equipment financing	(7,666)
Repayments of advances from parent	(409,505)	(750,596)
Advances from parent	343,697	119,843
Net cash provided by (used in) financing activities	6,856,078	(272,382)
Net change in cash and cash equivalents	3,749,121	(1,544,894)
Cash and cash equivalents at beginning of period	12,767,199	1,803,285
Cash and cash equivalents at end of period	16,516,320	258,391
Supplemental Cash Flow Information
Cash paid for income taxes
Cash paid for interest	1,784	858
Non Cash Investing and Financing Activities
Finance leases	$ 92,405

XML

Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

Forza X1, Inc. (“Forza” or the “Company”) was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, but subsequently changed its name to Forza X1, Inc. on October 29, 2021. The Company’s parent company was incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009, and reincorporated in Delaware on April 7, 2021, as Twin Vee PowerCats Co. (“Twin Vee”).

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of the purchase. On June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $16,516,320 and $12,767,199, respectively.

Concentrations of Credit and Business Risk

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 are at risk. As of June 30, 2023 and December 31, 2022, the Company had $16,205,328 and $12,446,216, respectively, in excess of FDIC insured limits.

Inventories

Inventories, which are raw materials for upcoming production, are valued at the lower of cost and net realizable value, with cost determined using the average cost method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

XML

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

2. Property and Equipment

At June 30, 2023 and December 31, 2022, property and equipment consisted of the following:

	June 30,			December 31,
	2023			2022
Building - construction in progress		26,321			10,031
Equipment		195,148			59,806
Computer hardware and software		50,626			37,016
Software and website development		90,396			35,572
Furniture and fixtures		2,152			—
Vehicles		48,825			—
Prototype		142,526			142,526
Molds and fixtures		574,416			528,966
		1,130,410			813,917
Less accumulated depreciation		(132,437	)		(48,511	)
	$	997,973		$	765,406

Depreciation expense of property and equipment of $83,926 and $19,072 for the six months ended June 30, 2023 and 2022, respectively.

XML

Leases

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Leases

3. Leases

Operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent the Company’s right to use an underlying asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases. We used the U.S. Treasury rate of 0.33% at December 31, 2022.

The Company leases a warehouse facility, and the land upon which the warehouse is located which are located at 150 Commerce Street, Old Fort, North Carolina (the “Property”) from NC Limited Liability Company. The Company entered into the lease on October 7, 2022, the lease has a term of two years. The current base rent payment is $7,517 per month including property taxes, insurance, and common area maintenance. The lease required a $7,517 security deposit. The base rent will increase three percent (3%) on October 15, 2023.

At June 30, 2023 and December 31, 2022, supplemental balance sheet information related to leases were as follows:

	June 30,		December 31,
	2023		2022
Operating lease ROU asset	$	119,036	$	162,069

	June 30,		December 31,
	2023		2022
Operating lease liabilities:
Current portion	$	89,349	$	86,245
Non-current portion		23,072		68,532
Total lease liabilities	$	112,421	$	154,777

At June 30, 2023, future minimum lease payments under the non-cancelable operating leases are as follows:

Years Ending December 31,

2023	$	45,777
2024		69,680
Total lease payment	$	115,456
Total imputed interest		3,035
Total	$	112,421

The following summarizes other supplemental information about the Company’s operating lease:

	June 30, 2023
Weighted average discount rate		4	%
Weighted average remaining lease term (years)		1.21

	Six Months Ended June 30, 2023
Operating lease cost	$	45,100
Total lease cost	$	45,100

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Finance Leases

6 Months Ended

Jun. 30, 2023

Lessee Disclosure [Abstract]

Finance Leases

4. Finance Leases

The Company has finance leases for a vehicle and a forklift. The Company entered into the forklift lease in January of 2023, with an asset value of $43,579, which is recorded in net property and equipment on the balance sheet, it is a 60-month lease at a 7.5% interest rate. The Company entered into the vehicle lease in February of 2023, with an asset value of $48,826, which is recorded in net property and equipment on the balance sheet, it is a 60-month lease at a 3% interest rate. The current portion of the lease liabilities was $17,019 for the six months ended June 30, 2023, and the non-current portion was $67,720.

 At June 30, 2023, future minimum payments under the non-cancelable finance leases are as follows:

Years Ending December 31,

2023	$	10,475
2024		20,950
2025		20,950
2026		20,950
2027		20,945
2028		874
Total lease payment	$	95,144
Total Imputed interest		10,405
Total	$	84,739

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Related Party Transaction

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Party Transaction

5. Related Party Transaction

As of June 30, 2023 and December 31, 2022, the Company had current liabilities of $104,043 and $169,851, respectively, due to Twin Vee. Prior to the Company’s initial public offering (“IPO”), Twin Vee funded the Company’s working capital needs, primarily for prototyping, consulting services, rent, interest and payroll.

Associated with amounts advanced and due to Twin Vee, for the six months ended June 30, 2023 and 2022, the Company recorded interest expense of $519 and $858, respectively, based on a rate of 6% interest on the Company’s average monthly balance.

Pursuant to a management agreement with Twin Vee, dated October 2021, and a subsequent agreement dated September 2022, for various management services, the Company paid $5,000 monthly through August of 2021, and $6,800 monthly thereafter for management fee associated with the use of shared management resources. The September 2022 agreement has a term of one year and will expire on August 31, 2023. For the six months ended June 30, 2023 and 2022, the Company recorded management fees of $40,800 and $30,000, respectively, pursuant to a management agreement with Twin Vee, for various management services.

For the six months ended June 30, 2023 and 2022 the Company recorded rent expense of approximately $20,400 and $5,100, respectively, associated with its month- to- month arrangement to utilize certain space at Twin Vee’s facility. The Company incurred $850 per month for rent expense for approximately 1,000 square feet, from January of 2021 through August 2022, in September of 2022 the month-to-month rent was adjusted to $3,400 per month, as the number of test boats had increased from 1 to 5, and the Company required additional space, approximately 4,100 square feet. The Company’s use of Twin Vee’s facilities does vary based on the number of prototype units on property and in process. The Company’s corporate headquarters are located at Twin Vee’s location, however a number of its employees and consultants work remotely.

During the six months ended June 30, 2023 and 2022, the Company repaid advancements from Twin Vee of $409,505 and $750,596, respectively, and had advancements from Twin Vee of $343,697 and $119,843, respectively.

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Accrued Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Liabilities

6. Accrued Liabilities

At June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

	June 30,		December 31,
	2023		2022
Accrued wages and benefits	$	79,731	$	56,581
Accrued operating expense		31,813		36,186
Total	$	111,544	$	92,767

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Liquidity

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Liquidity

7. Liquidity

As of June 30, 2023, the Company had cash and cash equivalents and working capital of $16,516,320 and $16,790,215, respectively, compared to $12,767,199 and $12,833,743, respectively, on December 31, 2022. On June 12, 2023 the Company completed a public offering that closed on June 14, 2023, which increased its cash by $6,703,089. The Company has incurred a net loss of $3,488,786 and $1,166,575 for the six months ended June 30, 2023 and 2022, respectively. Losses have principally occurred as a result of the research and development efforts coupled with no operating revenue.

The Company has no current source of revenue and may seek additional equity and/or debt financing. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Short-term lease

In August of 2022, the Company signed a six-month lease for a duplex, to be used by its employees to minimize travel expense as it started construction on its new manufacturing facility, for $2,200 per month, on a property in Black Mountain, North Carolina. After the initial term of the lease, the Company extended the lease on a month-to-month basis. During the six months ended June 30, 2023 and 2022, the lease expense was $11,000 and $0, respectively.

Litigation

The Company is currently involved in civil litigation in the normal course of business, the Company does not consider this to be material.

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Stockholders’ Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Equity

9. Stockholders’ Equity

Common Stock Warrants

The Company had outstanding warrants to purchase 172,500 shares of common stock issuable at a weighted-average exercise price of $6.25 per share that were issued to the representative of the underwriters on August 16, 2022 in connection with the Company’s IPO. The Company also had outstanding warrants to purchase 306,705 shares of common stock issuable at a weighted-average exercise price of $1.88 per share that were issued to the representative of the underwriters on June 14, 2023 in connection with the Company’s secondary offering. The representative’s warrants are exercisable at any time and from time to time, in whole or in part, and expire on August 16, 2027 and June 16, 2028, respectively. There was no warrant activity during the six months ended June 30, 2023.

Equity Compensation Plan

The Company maintains an equity compensation plan (the “Plan”) under which it may award employees, directors and consultants’ incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the plan. The number of awards under the Plan automatically increased on January 1, 2023. As of June 30, 2023, there were 568,750 shares remaining available for grant under this Plan. Stock based compensation expense is included in the Statements of Operations, under salaries and wages.

Accounting for Stock -Based Compensation

Stock Compensation Expense - For the six months ended June 30, 2023 and 2022, the Company recorded $682,980 and $0, respectively, of stock-based compensation expense which is included in salaries and wages on the accompanying condensed statement of operations.

Forza’s 2022 Stock Incentive Plan (the “Plan”)- Forza has issued stock options. A stock option grant gives the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time. Forza typically issues options that vest pro rata on a monthly basis over various periods. Under the terms of the Plan, the contractual life of the option grants may not exceed ten years.

The Company utilizes the Black-Scholes model to determine fair value of stock option awards on the date of grant. The Company utilized the following assumptions for option grants during the six months ended June 30, 2023:

	Six months ended
	June 30,
	2023
Expected term	5 years
Expected average volatility	111 - 115	%
Expected dividend yield	—
Risk-free interest rate	2.98-3.62	%

The expected volatility of the option is determined using historical volatilities based on historical stock price of comparable boat manufacturing companies. The Company estimated the expected life of the options granted based upon historical weighted average of comparable boat manufacturing companies. The risk-free interest rate is determined using the U.S. Department of the Treasury yield curve rates with a remaining term equal to the expected life of the option. The Company has never paid a dividend, and as such the dividend yield is 0.0%

	Options Outstanding					Weighted Average
	Number of			Weighted Average		Remaining life
	Options			Exercise Price		(years)		Fair value of option
Outstanding, December 31, 2021		—		$	—		—	$	—
Granted		1,441,500			3.41		10.00		4,009,913
Exercised		—			—
Forfeited/canceled		—			—		—		—
Outstanding, December 31, 2022		1,441,500		$	3.41		0.07	$	4,009,913
Granted		—			—		—		—
Exercised		—			—
Forfeited/canceled		(36,944	)		1.33		9.74		—
Outstanding, June 30, 2023		1,404,556		$	3.46		9.27	$	4,009,913
Exercisable options, June 30, 2023		360,125		$	3.98		9.22

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

The Company has evaluated all events or transactions that occurred after June 30, 2023 through August 7, 2023, which is the date that the condensed financial statements were available to be issued. During this period, there were no material subsequent events requiring recognition or disclosure.

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Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization

Organization

Forza X1, Inc. (“Forza” or the “Company”) was initially incorporated as Electra Power Sports, Inc. on October 15, 2021, but subsequently changed its name to Forza X1, Inc. on October 29, 2021. The Company’s parent company was incorporated in the State of Florida as Twin Vee Catamarans, Inc. on December 1, 2009, and reincorporated in Delaware on April 7, 2021, as Twin Vee PowerCats Co. (“Twin Vee”).

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2023.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States “U.S. GAAP” requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Included in those estimates are assumptions about useful life of fixed assets.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of the purchase. On June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $16,516,320 and $12,767,199, respectively.

Concentrations of Credit and Business Risk

Concentrations of Credit and Business Risk

The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high quality federally insured financial institutions. However, cash balances in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 are at risk. As of June 30, 2023 and December 31, 2022, the Company had $16,205,328 and $12,446,216, respectively, in excess of FDIC insured limits.

Inventories

Inventories

Inventories, which are raw materials for upcoming production, are valued at the lower of cost and net realizable value, with cost determined using the average cost method. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Production costs, consisting of labor and overhead, are applied to ending finished goods inventories at a rate based on estimated production capacity. Excess production costs are charged to cost of products sold. Provisions have been made to reduce excess or obsolete inventories to their net realizable value.

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30,			December 31,
	2023			2022
Building - construction in progress		26,321			10,031
Equipment		195,148			59,806
Computer hardware and software		50,626			37,016
Software and website development		90,396			35,572
Furniture and fixtures		2,152			—
Vehicles		48,825			—
Prototype		142,526			142,526
Molds and fixtures		574,416			528,966
		1,130,410			813,917
Less accumulated depreciation		(132,437	)		(48,511	)
	$	997,973		$	765,406

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of condensed balance sheet

	June 30,		December 31,
	2023		2022
Operating lease ROU asset	$	119,036	$	162,069

	June 30,		December 31,
	2023		2022
Operating lease liabilities:
Current portion	$	89,349	$	86,245
Non-current portion		23,072		68,532
Total lease liabilities	$	112,421	$	154,777

Schedule of future minimum lease payments

2023	$	45,777
2024		69,680
Total lease payment	$	115,456
Total imputed interest		3,035
Total	$	112,421

Schedule of operating lease cost

	June 30, 2023
Weighted average discount rate		4	%
Weighted average remaining lease term (years)		1.21

	Six Months Ended June 30, 2023
Operating lease cost	$	45,100
Total lease cost	$	45,100

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Finance Leases (Tables)

6 Months Ended

Jun. 30, 2023

Lessee Disclosure [Abstract]

Schedule of finance leases

2023	$	10,475
2024		20,950
2025		20,950
2026		20,950
2027		20,945
2028		874
Total lease payment	$	95,144
Total Imputed interest		10,405
Total	$	84,739

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Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of accrued liabilities

	June 30,		December 31,
	2023		2022
Accrued wages and benefits	$	79,731	$	56,581
Accrued operating expense		31,813		36,186
Total	$	111,544	$	92,767

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Stockholders’ Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of assumptions

	Six months ended
	June 30,
	2023
Expected term	5 years
Expected average volatility	111 - 115	%
Expected dividend yield	—
Risk-free interest rate	2.98-3.62	%

Schedule of stock option activity

	Options Outstanding					Weighted Average
	Number of			Weighted Average		Remaining life
	Options			Exercise Price		(years)		Fair value of option
Outstanding, December 31, 2021		—		$	—		—	$	—
Granted		1,441,500			3.41		10.00		4,009,913
Exercised		—			—
Forfeited/canceled		—			—		—		—
Outstanding, December 31, 2022		1,441,500		$	3.41		0.07	$	4,009,913
Granted		—			—		—		—
Exercised		—			—
Forfeited/canceled		(36,944	)		1.33		9.74		—
Outstanding, June 30, 2023		1,404,556		$	3.46		9.27	$	4,009,913
Exercisable options, June 30, 2023		360,125		$	3.98		9.22

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Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and Cash Equivalents	$ 16,516,320	$ 12,767,199
FDIC insured limit	250,000
FDIC excess amount	$ 16,205,328	$ 12,446,216

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Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,130,410	$ 813,917
Less: accumulated depreciation	(132,437)	(48,511)
Property and equipment, net	997,973	765,406
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	26,321	10,031
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	195,148	59,806
Computer Hardware And Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	50,626	37,016
Software And Website Development [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	90,396	35,572
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,152
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	48,825
Prototype [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	142,526	142,526
Molds And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 574,416	$ 528,966

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Property and Equipment (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 83,926	$ 19,072

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Leases (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease ROU asset	$ 119,036	$ 162,069
Current portion	89,349	86,245
Non-current portion	23,072	68,532
Total	$ 112,421	$ 154,777

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Leases (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 45,777
2024	69,680
Total lease payment	115,456
Total imputed interest	3,035
Total	$ 112,421	$ 154,777

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Leases (Details 2)	6 Months Ended
	Jun. 30, 2023 USD ($)
Leases [Abstract]
Weighted average discount rate	4.00%
Weighted average remaining lease term (years)	1 year 2 months 15 days
Operating lease cost	$ 45,100
Lease cost	$ 45,100

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Leases (Details Narrative) - USD ($)		12 Months Ended
	Oct. 07, 2022	Dec. 31, 2022
Leases [Abstract]
Treasury rate		$ 0.0033
Lease term	2 years
Current base rent payment	$ 7,517
Security deposit	$ 7,517

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Finance Leases (Details)	Jun. 30, 2023 USD ($)
Lessee Disclosure [Abstract]
2023	$ 10,475
2024	20,950
2025	20,950
2026	20,950
2027	20,945
2028	874
Total lease payment	95,144
Total Imputed interest	10,405
Total	$ 84,739

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Finance Leases (Details Narrative) - USD ($)	Jun. 30, 2023	Feb. 28, 2023	Jan. 31, 2023	Dec. 31, 2022
Lessee Disclosure [Abstract]
Net asset value		$ 48,826	$ 43,579
Lease period		60 months	60 months
Finance lease interest rate		3.00%	7.50%
Finance lease liability current	$ 17,019
Finance lease liability non current	$ 67,720

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Related Party Transaction (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Repayments of advances from parent	$ 409,505	$ 750,596
Proceeds from advances from parent	343,697	119,843
Twin Vee [Member]
Related Party Transaction [Line Items]
Current liabilities	104,043		$ 169,851
Interest expense	$ 519	$ 858
Interest rate	6.00%	6.00%
Management fees description	the Company paid $5,000 monthly through August of 2021, and $6,800 monthly thereafter for management fee associated with the use of shared management resources. The September 2022 agreement has a term of one year and will expire on August 31, 2023.
Management fees	$ 40,800	$ 30,000
Rent expense	20,400	$ 5,100
Periodic payment	$ 3,400

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Accrued Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued wages and benefits	$ 79,731	$ 56,581
Accrued operating expense	31,813	36,186
Total	$ 111,544	$ 92,767

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Liquidity (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 14, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash and cash equivalents		$ 16,516,320		$ 16,516,320		$ 12,767,199
Working capital		16,790,215		16,790,215		$ 12,833,743
Net income loss		$ 1,483,654	$ 652,283	$ 3,488,786	$ 1,166,575
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Initial public offering	$ 6,703,089

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Commitments and Contingencies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Short term lease	$ 2,200
Lease expense	$ 11,000	$ 0

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Stockholders Equity (Details)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Expected term	5 years
Expected average volatility	111.00%
Expected average volatility	115.00%
Expected dividend yield
Risk-free interest rate	2.98%
Risk-free interest rate	3.62%

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Stockholders Equity (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Number of shares options outstanding, beginning	1,441,500
Weighted average exercise price outstanding, beginning	$ 3.41
Fair value of option outstanding, beginning	$ 4,009,913
Number of shares options, granted		1,441,500
Weighted average exercise price, granted		$ 3.41
Weighted average remaining life granted		10 years
Fair value of option granted		$ 4,009,913
Number of shares options, exercised
Weighted average exercise price, exercised
Number of shares options, forfeited/canceled	(36,944)
Weighted average exercise price, forfeited	$ 1.33
Fair value of option forfeited
Weighted average remaining life	25 days
Weighted average remaining life forfeited	9 years 8 months 26 days
Number of shares options outstanding, ending	1,404,556	1,441,500
Weighted average exercise price outstanding, ending	$ 3.46	$ 3.41
Weighted average remaining life	9 years 3 months 7 days
Fair value of option outstanding, ending	$ 4,009,913	$ 4,009,913
Exercisable options	360,125
Weighted average exercise price, exercisable options	$ 3.98
Weighted average remaining life exercisable	9 years 2 months 19 days

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Stockholders’ Equity (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 14, 2023	Aug. 16, 2022
Outstanding warrants			306,705	172,500
Weighted-average exercise price			$ 1.88	$ 6.25
Warrant activity	$ 0
Stock-based compensation expense	$ 682,980	$ 0
Equity Compensation Plan [Member]
Number of shares available for grant	568,750
Minimum [Member]
Expiration date	Aug. 16, 2027
Maximum [Member]
Expiration date	Jun. 16, 2028