Cover
Cover - shares | 9 Months Ended | |
Dec. 31, 2022 | Feb. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --03-31 | |
Entity File Number | 0-28034 | |
Entity Registrant Name | EKIMAS CORPORATION | |
Entity Central Index Key | 0001011060 | |
Entity Tax Identification Number | 04-3186647 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3651 Lindell Road | |
Entity Address, Address Line Two | Suite D565 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89103 | |
City Area Code | (424) | |
Local Phone Number | 256-8560 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 5,681,248 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash | $ 5 | $ 246 |
Prepaid expenses | 1 | 4 |
Total current assets | 6 | 250 |
Total assets | 6 | 250 |
Current liabilities: | ||
Accounts payable and accrued expenses | 43 | |
Related party payable | 10 | 12 |
Note payable | 40 | |
Total current liabilities | 50 | 55 |
Total liabilities | 50 | 55 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock; $.001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and March 31, 2022 | ||
Common stock; $.001 par value; 50,000,000 shares authorized; 5,682,782 shares and 5,682,782 shares issued and 5,681,248 shares and 5,681,248 shares outstanding as of December 31, 2022 and March 31, 2022, respectively | 6 | 6 |
Additional paid-in capital | 39,638 | 33,944 |
Accumulated deficit | (39,658) | (33,725) |
Treasury stock, 1,534 shares at cost as of December 31, 2022 and March 31, 2022 | (30) | (30) |
Total stockholders’ equity | (44) | 195 |
Total liabilities and stockholders’ equity | $ 6 | $ 250 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,682,782 | 5,682,782 |
Common stock, shares outstanding | 5,681,248 | 5,681,248 |
Treasury stock, shares | 1,534 | 1,534 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||||
Stock based compensation | $ 550 | $ 5,560 | ||
Stock based compensation – related party | 275 | 275 | ||
General and administrative | 28 | 40 | 106 | 256 |
Loss from operations | (853) | (40) | (5,941) | (256) |
Other income: | ||||
Transaction fee | 22 | |||
Other income | 2 | 8 | ||
Total other income | 2 | 8 | 22 | |
Loss from operations before provision for income taxes | (851) | (40) | (5,933) | (234) |
Provision for income taxes | ||||
Net loss | $ (851) | $ (40) | $ (5,933) | $ (234) |
Net loss per common share – basic and diluted | $ (0.15) | $ 0 | $ (1.04) | $ (0.01) |
Shares used in computing net loss per common share – basic and diluted | 5,681,248 | 46,844 | 5,681,248 | 34,434 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total |
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 33,549 | $ (33,438) | $ (30) | $ 82 |
Beginning balance, shares at Mar. 31, 2021 | 566,773 | ||||
Net loss | (47) | (47) | |||
Ending balance, value at Jun. 30, 2021 | $ 1 | 33,549 | (33,485) | (30) | 35 |
Ending balance, shares at Jun. 30, 2021 | 566,773 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1 | 33,549 | (33,438) | (30) | 82 |
Beginning balance, shares at Mar. 31, 2021 | 566,773 | ||||
Net loss | (234) | ||||
Ending balance, value at Dec. 31, 2021 | $ 6 | 33,744 | (33,672) | (30) | 48 |
Ending balance, shares at Dec. 31, 2021 | 5,681,248 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 1 | 33,549 | (33,485) | (30) | 35 |
Beginning balance, shares at Jun. 30, 2021 | 566,773 | ||||
Net loss | (147) | (147) | |||
Ending balance, value at Sep. 30, 2021 | $ 1 | 33,549 | (33,632) | (30) | (112) |
Ending balance, shares at Sep. 30, 2021 | 566,773 | ||||
Net loss | (40) | (40) | |||
Common stock issued to an investor | $ 5 | 195 | 200 | ||
Common stock issued to an investor, shares | 5,114,475 | ||||
Ending balance, value at Dec. 31, 2021 | $ 6 | 33,744 | (33,672) | (30) | 48 |
Ending balance, shares at Dec. 31, 2021 | 5,681,248 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 6 | 33,944 | (33,725) | (30) | 195 |
Beginning balance, shares at Mar. 31, 2022 | 5,681,248 | ||||
Net loss | (5,035) | (5,035) | |||
Stock-based compensation | 5,010 | 5,010 | |||
Ending balance, value at Jun. 30, 2022 | $ 6 | 38,954 | (38,760) | (30) | 170 |
Ending balance, shares at Jun. 30, 2022 | 5,681,248 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 6 | 33,944 | (33,725) | (30) | 195 |
Beginning balance, shares at Mar. 31, 2022 | 5,681,248 | ||||
Net loss | (5,933) | ||||
Ending balance, value at Dec. 31, 2022 | $ 6 | 39,638 | (39,658) | (30) | (44) |
Ending balance, shares at Dec. 31, 2022 | 5,681,248 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 6 | 38,954 | (38,760) | (30) | 170 |
Beginning balance, shares at Jun. 30, 2022 | 5,681,248 | ||||
Net loss | (47) | (47) | |||
Cash distribution to stockholders | (141) | (141) | |||
Ending balance, value at Sep. 30, 2022 | $ 6 | 38,813 | (38,807) | (30) | (18) |
Ending balance, shares at Sep. 30, 2022 | 5,681,248 | ||||
Net loss | (851) | (851) | |||
Stock-based compensation | 550 | 550 | |||
Stock-based compensation – related party | 275 | 275 | |||
Ending balance, value at Dec. 31, 2022 | $ 6 | $ 39,638 | $ (39,658) | $ (30) | $ (44) |
Ending balance, shares at Dec. 31, 2022 | 5,681,248 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (851) | $ (40) | $ (5,933) | $ (234) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||||
Stock-based compensation | 550 | 5,560 | ||
Stock-based compensation – related party | 275 | 275 | ||
Changes in assets and liabilities: | ||||
Prepaid expenses | 2 | |||
Accounts payable and accrued expenses | (44) | 28 | ||
Net cash flows used in operating activities | (140) | (206) | ||
Cash flows from financing activities: | ||||
Cash distribution to stockholders | (141) | |||
Proceeds from note payable | 40 | |||
Issuance of common stock to an investor | 200 | |||
Net cash flows (used) provided by financing activities | (101) | 200 | ||
Net change in cash | (241) | (6) | ||
Cash at beginning of period | 246 | 128 | ||
Cash at end of period | $ 5 | $ 122 | 5 | 122 |
Supplemental disclosure of cash flow information: | ||||
Income taxes paid | ||||
Interest paid |
Business Description
Business Description | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Business Description | NOTE 1 — Business Description On January 31, 2020 (the “Closing Date”), we completed the sale of substantially all of our assets (the “Asset Sale”) for a total purchase price of $ 7,250,000 As a result of the Asset Sale, we ceased operating as a developer, manufacturer, marketer and seller of advanced polymers. Subsequent to the Closing Date, we became engaged in efforts to identify either an (i) operating company to acquire or merge with through an equity-based exchange transaction or (ii) investor interested in purchasing a majority interest in our common stock, whereby either transaction would likely result in a change in control. On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 90% 400,000 Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split 422,725 4,691,750 5,114,475 90% Management continues to seek to identify an operating company for the purposes of engaging in a merger or business combination of some kind, or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. Although we have investigated certain opportunities to determine whether they would have the potential to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements. We do not own or lease any property and maintain a corporate address at 3651 Lindell Road, Las Vegas, Nevada. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | NOTE 2 — Liquidity and Going Concern Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended December 31, 2022 and 2021, we reported a net loss of approximately $ 851,000 40,000 5,933,000 234,000 140,000 206,000 On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 90% 400,000 On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS (“GK Partners”), a private investor located in Denmark, for financial services, a warrant to purchase 6,000,000 1.00 December 31, 2023 115,000 Our Board of Directors declared a cash distribution to stockholders pursuant to the terms and conditions of the SPA. The cash distribution of approximately $ 141,000 0.25 Management is seeking to identify an operating company for the purpose of effecting a merger or business combination, or to acquire assets or shares of an entity actively engaged in a business that generates sustained revenues. We do not intend to restrict our consideration to any particular business or industry segment. Because we have limited resources, the scope and number of suitable candidates to merge with is relatively limited. Because we may participate in a business opportunity with a newly formed firm, a firm that is in the development stage, or a firm that is entering a new phase of growth, we may incur further risk due to the inability of the target’s management to have proven its abilities or effectiveness, or the lack of an established market for the target’s products or services, or the inability to reach profitability in the next few years. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to our present stockholders. It is expected that if a transaction is consummated, although no such transaction is assured, then the closing of such a transaction will result in a change in control and such transaction would be expected to be accounted for as a reverse merger, with the operating company being considered the legal acquiree and accounting acquirer, and we would be considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing of any such transaction, the financial statements of the operating company would become our financial statements for all periods presented. Although we have investigated certain opportunities to determine whether they would have the potential to add value to us for the benefit of our stockholders, we have not yet entered into any binding arrangements and there can be no assurance that we will ever identify an opportunity that could result in the consummation of merger or other business combination. As a result of the limited retained funds and uncertainty in consummating a possible merger or business combination, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, management believes there is substantial doubt about our ability to continue as a going concern. |
Interim Financial Statements an
Interim Financial Statements and Basis of Presentation | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements and Basis of Presentation | NOTE 3 — Interim Financial Statements and Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting only of normal recurring adjustments), which we consider necessary, for a fair presentation of those financial statements. The results of operations for the three and nine months ended December 31, 2022, and cash flows for the nine months ended December 31, 2022, may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this quarterly report on Form 10-Q should be read in conjunction with our audited financial statements included in our annual report on Form 10-K, as of and for the fiscal year ended March 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments, which are evaluated on an ongoing basis, and that affect the amounts reported in our unaudited financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. Our significant accounting policies are described in Note 3 to the audited financial statements as of March 31, 2022 which are included in our Annual Report on Form 10-K as filed with the SEC on June 28, 2022. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 — Related Party Transactions Mr. Michael Adams, our former chief executive officer, was a non-employee consultant and holder of less than 1.0 0 12,000 0 5,000 0 66,000 0 19,000 Since October 12, 2021, Mr. Yankowitz, our chief executive and financial officer and sole director, was affiliated with legal counsel who provided us with general legal services (the “Affiliate”). During the three and nine months ended December 31, 2022, we recorded legal fees for services incurred of approximately $ 11,000 21,000 6,000 11,000 12,000 On November 28, 2022, we issued Bennett J. Yankowitz warrants to purchase 250,000 1.00 December 31, 2027 |
Transaction Fee
Transaction Fee | 9 Months Ended |
Dec. 31, 2022 | |
Transaction Fee | |
Transaction Fee | NOTE 5 — Transaction Fee On May 20, 2021, we received a $ 22,000 |
Loss Per Share
Loss Per Share | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 6 — Loss Per Share Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in loss that would result from the assumed conversion of potential shares. During the nine months ended December 31, 2022, the 6,750,000 no |
Note Payable
Note Payable | 9 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 7 – Note Payable On October 14, 2022, the Company issued a Demand Promissory Note (“Note”) to GK Partners ApS for which it received $ 40,000 3 June 30, 2023 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | NOTE 8 — Stockholders’ Equity Preferred Stock We have authorized 5,000,000 0.001 500,000 500,000 no Common Stock On October 12, 2021, we entered into a Stock Purchase Agreement (the “SPA”) with Reddington Partners LLC, a California limited liability company (“Reddington”) providing for the purchase of a total of 5,114,475 400,000 The sale of the first tranche of 21,136,250 4,434,240 25,570,490 51.8 Pursuant to the SPA, the Company effectuated a 1-for 50 reverse stock split 422,725 4,691,750 5,114,475 90 The cumulative purchase price for both tranches of shares of our common stock was $ 400,000 200,000 100,000 100,000 200,000 100,000 200,000 The shares of common stock sold to Reddington were and will be sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of Reddington. There were no sales commissions paid pursuant to this transaction. Warrants On April 11, 2022, effective April 1, 2022, we issued to GK Partners ApS, a private investor located in Denmark, for financial services, a warrant to immediately purchase up to 6,000,000 1.00 In determining the fair value of the Warrant, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $ 1.00 1.22 0.83 203 0.0 2.44 5,010,000 On November 28, 2022, we issued 1) to David Volpe a warrant to purchase 500,000 250,000 1.00 December 31, 2027 Mr. Volpe’s Warrants were issued as compensation for consulting services provided to the Company. Mr. Yankowitz’s Warrants were issued as compensation for his acting as the sole director and the chief executive officer of the Company. In determining the fair value of the Warrants, we used the Black-Scholes pricing model having the following assumptions: (i) stock option exercise price of $ 1.00 1.12 5 206 0.0 3.88 825,000 The aggregate intrinsic value totaled $ 0 0.99 Cash Distribution to Stockholders Our Board of Directors declared a cash distribution to stockholders pursuant to the terms and conditions of the SPA. The cash distribution of approximately $ 141,000 0.25 Treasury Stock and Other Transactions In June 2001, the Board of Directors adopted a share repurchase program authorizing the repurchase of up to 250,000 500,000 251,379 498,621 No Stockholder Rights Plan Our Board of Directors approved the adoption of a stockholder rights plan (the “Rights Plan”) under which all stockholders of record as of February 8, 2008 will receive rights to purchase shares of the Junior Preferred Stock (the “Rights”). The Rights will be distributed as a dividend. Initially, the Rights will attach to, and trade with, our common stock. Subject to the terms, conditions and limitations of the Rights Plan, the Rights will become exercisable if (among other things) a person or group acquires 15% or more of our common stock. Upon such an event, and payment of the purchase price, each Right (except those held by the acquiring person or group) will entitle the holder to acquire shares of our common stock (or the economic equivalent thereof) having a value equal to twice the purchase price. Our Board of Directors may redeem the Rights prior to the time they are triggered. In the event of an unsolicited attempt to acquire us, the Rights Plan is intended to facilitate the full realization of our stockholder value and the fair and equal treatment of all of our stockholders. The Rights Plan does not prevent a takeover attempt. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — Subsequent Events On February 14, 2023, GK Partners exercised a portion of its warrant for 115,000 1.00 5,885,000 In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
Interim Financial Statements _2
Interim Financial Statements and Basis of Presentation (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on our accounting and reporting. We believe that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on our accounting or reporting or that such impact will not be material to our financial position, results of operations and cash flows when implemented. |
Business Description (Details N
Business Description (Details Narrative) - USD ($) | Mar. 15, 2022 | Mar. 11, 2022 | Oct. 12, 2021 | Jan. 31, 2020 |
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | ||||
Stock issued during period, shares, new issues | 5,114,475 | |||
Percentage of outstanding common stock | 90% | |||
Total cash consideration | $ 400,000 | |||
Reverse stock split | 1-for 50 reverse stock split | |||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | First Closing [Member] | ||||
Stock issued during period, shares, new issues | 422,725 | |||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | Second Closing [Member] | ||||
Stock issued during period, shares, new issues | 4,691,750 | |||
Asset Purchase Agreement [Member] | ||||
Purchase price of asset | $ 7,250,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
Sep. 22, 2022 | Oct. 12, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | Nov. 28, 2022 | Apr. 11, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Net loss | $ 851,000 | $ 47,000 | $ 5,035,000 | $ 40,000 | $ 147,000 | $ 47,000 | $ 5,933,000 | $ 234,000 | ||||||
Cash flow from operating activities | $ 140,000 | 140,000 | 206,000 | |||||||||||
Cash distribution | $ 141,000 | $ 141,000 | ||||||||||||
Price per share | $ 0.25 | |||||||||||||
Warrant [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Warrant to purchase shares | 6,000,000 | |||||||||||||
Exercise price per share | $ 1 | $ 1 | ||||||||||||
Expiration date | Dec. 31, 2023 | |||||||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Warrant to purchase shares | 115,000 | |||||||||||||
Exercise price per share | $ 1 | |||||||||||||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Shares issued | 5,114,475 | |||||||||||||
Percentage of outstanding common stock | 90% | |||||||||||||
Total cash consideration | $ 400,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Nov. 28, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Michael Adams [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting fees | $ 0 | $ 12,000 | $ 0 | $ 66,000 | ||||
Reimburse for office expense and car allowance | 0 | $ 5,000 | 0 | $ 19,000 | ||||
Michael Adams [Member] | Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of outstanding common stock | 1% | |||||||
Mr. Yankowitz [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Legal Fees | 11,000 | 21,000 | ||||||
Fees offset | $ 6,000 | |||||||
Payable to related party | $ 11,000 | $ 11,000 | $ 12,000 | |||||
Warrants to purchase, shares | 250,000 | |||||||
Exercise price per share | $ 1 | |||||||
Exercise price date | Dec. 31, 2027 |
Transaction Fee (Details Narrat
Transaction Fee (Details Narrative) | May 20, 2021 USD ($) |
Transaction Fee | |
Cash deposit | $ 22,000 |
Loss Per Share (Details Narrati
Loss Per Share (Details Narrative) - shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Anti dilutive shares | 0 | |
Warrant [Member] | ||
Anti dilutive shares | 6,750,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - GK Partners [Member] | Oct. 14, 2022 USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Notes payable | $ 40,000 |
Notes interest rate | 3% |
Debt maturity date | Jun. 30, 2023 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||||
Nov. 28, 2022 $ / shares shares | Sep. 22, 2022 USD ($) $ / shares | Mar. 15, 2022 shares | Mar. 11, 2022 shares | Oct. 12, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Apr. 11, 2022 $ / shares shares | Mar. 31, 2022 $ / shares shares | Jun. 30, 2004 shares | Jun. 30, 2001 shares | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares issued and redeemed | 500,000 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||
Proceeds from issuance of stock | $ | $ 200,000 | ||||||||||||
Price per share | $ / shares | $ 0.25 | ||||||||||||
Stock based compensation | $ | $ 550,000 | 5,560,000 | |||||||||||
Stock based compensation | $ | 825,000 | ||||||||||||
Intrinsic value | $ | $ 0 | $ 0 | |||||||||||
Fair value | $ / shares | $ 0.99 | $ 0.99 | |||||||||||
Cash distribution | $ | $ 141,000 | $ 141,000 | |||||||||||
Measurement Input, Exercise Price [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | $ / shares | 1 | 1 | |||||||||||
Measurement Input, Share Price [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per share | $ / shares | $ 1.12 | $ 1.12 | |||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Expected term | 5 years | 5 years | |||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 206 | 206 | |||||||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 0 | 0 | |||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 3.88 | 3.88 | |||||||||||
Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant to purchase shares | 6,000,000 | ||||||||||||
Exercise price per share | $ / shares | $ 1 | $ 1 | |||||||||||
Exercise price per share | Dec. 31, 2027 | ||||||||||||
Warrant [Member] | David Volpe [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant to purchase shares | 500,000 | ||||||||||||
Warrant [Member] | Bennett J Yankowitz [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant to purchase shares | 250,000 | ||||||||||||
Stock Repurchase Program [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares authorized for repurchase | 500,000 | 251,379 | |||||||||||
Number of shares remaining to be repurchase | 498,621 | ||||||||||||
Stock repurchased shares | 0 | 0 | |||||||||||
Stock Repurchase Program [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares authorized for repurchase | 250,000 | ||||||||||||
Reddington Partners LLC [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 21,136,250 | ||||||||||||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 5,114,475 | ||||||||||||
Total cash consideration | $ | $ 400,000 | ||||||||||||
Percentage of outstanding common stock | 90% | ||||||||||||
Reverse stock split | 1-for 50 reverse stock split | ||||||||||||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | First Closing [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 422,725 | ||||||||||||
Proceeds from issuance of stock | $ | $ 200,000 | ||||||||||||
Accrued and unpaid liabilities | $ | 100,000 | ||||||||||||
Working capital | $ | 100,000 | ||||||||||||
Escrow deposit | $ | 200,000 | ||||||||||||
Reddington Partners LLC [Member] | Stock Purchase Agreement [Member] | Second Closing [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 4,691,750 | ||||||||||||
Accrued and unpaid liabilities | $ | 100,000 | ||||||||||||
Proceeds from related party | $ | $ 200,000 | ||||||||||||
Reddington Partners LLC [Member] | Voting Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued | 4,434,240 | ||||||||||||
Investment Owned, Balance, Shares | 25,570,490 | ||||||||||||
Percentage of outstanding common stock | 51.80% | ||||||||||||
GK Partners [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock based compensation | $ | $ 5,010,000 | ||||||||||||
GK Partners [Member] | Measurement Input, Exercise Price [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | $ / shares | 1 | 1 | |||||||||||
GK Partners [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per share | $ / shares | $ 1.22 | $ 1.22 | |||||||||||
GK Partners [Member] | Measurement Input, Expected Term [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Expected term | 9 months 29 days | 9 months 29 days | |||||||||||
GK Partners [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 203 | 203 | |||||||||||
GK Partners [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 0 | 0 | |||||||||||
GK Partners [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant measurement input | 2.44 | 2.44 | |||||||||||
GK Partners [Member] | Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrant to purchase shares | 6,000,000 | ||||||||||||
Exercise price per share | $ / shares | $ 1 | ||||||||||||
Series A Junior Participating Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares authorized | 500,000 | 500,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Warrant [Member] - $ / shares | Feb. 14, 2023 | Nov. 28, 2022 | Apr. 11, 2022 |
Subsequent Event [Line Items] | |||
Warrant to purchase shares | 6,000,000 | ||
Exercise price per share | $ 1 | $ 1 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Warrant to purchase shares | 115,000 | ||
Exercise price per share | $ 1 | ||
Warrant remain unexercised | 5,885,000 |