Related Parties | Note 3 – Related Parties SBS Management LLC During the year ended March 31, 2023, the Company incurred $150,000 of management fees; $6,000 for IT expenses; $60,000 for reimbursement of rent; and $48,559 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC, a company controlled by Mr. Scott Stevens who is a shareholder of the Company. During the year ended March 31, 2023, the Company granted 250,000 shares of its common stock to SBS Management LLC in exchange for services previously provided. The shares were valued at a price of $0.17 per share or $42,375, which was the then fair market value as per the market closing price as of the date of the Company’s grant of these shares. As of March 31, 2023, these shares had not been issued and were included in common stock to be issued in the consolidated balance sheet. During the year ended March 31, 2022, the Company incurred $150,000 of management fees; $250,000 related to non-cash stock compensation for the issuance of 500,000 shares of the Company’s common stock issued at a fair market value on the date of issuance of $0.50 per share; $1,500 for IT expenses; $60,000 for reimbursement of rent; and $56,510 of advances to the Company to cover certain operating expenses and accounts payable from SBS Management LLC. As of March 31, 2023 and 2022, $552,943 and $288,419 were included in Accounts payable – related parties on the accompanying balance sheet. The advances are unsecured, non-interest bearing, with no formal terms of repayment. Gray’s Peak Capital During the year ended March 31, 2023, Gray’s Peak Capital (“Gray’s Peak”), a company founded by a shareholder of the Company, made advances to the Company to cover certain operating expenses. These advances are unsecured, non-interest bearing, with no formal terms of repayment. As of March 31, 2023 and 2022, the amounts due Gray’s Peak for these advances were $240,750 and $218,620, respectively, and was included in accounts payable – related parties on the accompanying balance sheet. Gray’s Peak Capital – Note Payable On January 15, 2023, the Company entered into a Mezzanine Secured Note (“Note”) in the principal amount up to $200,000 with Gray’s Peak. For 30 days after the date of the Note, the Note bears interest at 7.5%. After the 30th day, the Note bears interest at 2% per month until paid in full. The Note matures and becomes due and payable in full on the 4 th This Note is secured by a pledge by the Company of favor of Gray’s Peak of all of the assets and property of the Company, including without limitation all R&D tax credits, goods, tangible property, machinery, owned equipment, furniture, fixtures, vehicles, parts, accounts, deposit accounts, letter-of-credit rights, chattel paper, contract rights, documents, instruments, investment property, choses in action, general intangibles, goodwill and intellectual property, of any kind or nature, wherever located, in which Company has an interest now or in the future, and which are now existing or hereafter created or acquired, together with any and all additions, replacements, accessions and substitutions thereto or therefore, and any proceeds thereof excluding equipment leased by the Company (collectively called the “Collateral”). Gray’s Peak interest is senior to the unsecured debt or lenders of the Company and the Company’s equity holders. Upon the occurrence of any Event of Default, as defined in the agreement, the principal sum, all accrued and unpaid interest owing thereon and all costs and expenses payable pursuant to this Note, shall, at the sole option of Gray’s Peak and with submission of written notice, become immediately due and payable. As of March 31, 2023, the Company borrowed $50,000, which was included in note payable – related party on the accompanying balance sheet and $1,643 of interest was accrued and included in accrued expenses. Management During the year ended March 31, 2023 and 2022, the Company incurred consulting fees from a consulting agreement with the Company’s President and Board member of $209,953 and $536,000, respectively, of which $375,000 during the year ended March 31, 2022 related to non-cash stock compensation for the issuance of 750,000 shares of the Company’s common stock issued at a fair value on the date of issuance of $0.50 per share. As of March 31, 2023 and 2022, $323,347 and $201,000, respectively, was included in accounts payable – related parties on the accompanying balance sheet. During the year ended March 31, 2023 and 2022, the Company incurred consulting fees from a consulting agreement with the Company’s then CEO of $30,000 and $555,000, respectively, of which $375,000 during the year ended March 31, 2022 related to non-cash stock compensation for the issuance of 750,000 shares of the Company’s common stock issued at a fair value on the date of issuance of $0.50 per share. As of March 31, 2023 and 2022, $262,500 and $232,500, respectively, was included in accounts payable – related parties on the accompanying balance sheet. Consulting Fees During the year ended March 31, 2022, the Company incurred $750,000 of consulting fees related to the non-cash issuance of 1,500,000 shares of the Company’s common stock at a fair market value of $0.50 per share on the date of issuance to Emmes Group Consulting LLC (“Emmes”), which the Company’s Chief Scientific Officer is the managing director of Emmes. The fair market value of the common stock issued was determined based on the historical market price of the Company’s common stock as of the date of issuance. |