Annual report pursuant to Section 13 and 15(d)

Schedule of convertible notes receivable (Details)

v3.23.1
Schedule of convertible notes receivable (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Short-Term Debt [Line Items]    
Total convertible notes receivable $ 86,325
Less current portion (58,491)
Long term portion 27,834
Convertible Notes Receivable One [Member]    
Short-Term Debt [Line Items]    
Total convertible notes receivable [1] 27,834
Convertible Notes Receivable Two [Member]    
Short-Term Debt [Line Items]    
Total convertible notes receivable [1] $ 58,491
[1] On July 15, 2022, the convertible notes were exchanged for a Simple Agreement for Future Equity (“SAFE”). Prior to the exchange, the Conversion Price for each Note was the lower of (i) 75% of the price paid in the Next Equity Financing, or the price obtained by dividing a $3,000,000 valuation cap by the fully diluted number of shares. The number of Conversion Shares to be issued on conversion was the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted on the date of conversion by the Conversion Price (the “Total Number of Shares”), The Total Number of Shares consisted of Preferred Stock and Common Stock as follows: (i) That number of shares of Preferred Stock obtained by dividing (a) the principal amount of each Note and all accrued and unpaid interest thereunder by (b) the price per share paid by other purchasers of Preferred Stock in the Next Equity Financing (such number of shares, the “Number of Preferred Stock”) and (ii) that number of shares of Common Stock equal to the Total Number of Shares minus the Number of Preferred Stock.