Nordicus Partners (NORDD) 10-Q 14 Feb 23 2023 Q3 Quarterly report Financial data

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